NC0074446_Owner (Name Change)_20220817

ROY COOPER
Governor
ELIZABETH S. BISER
Secretary
RICHARD E. ROGERS, JR.
Director
Mr. Jake Krantz
Hilltop MHP Chapel Hill NC, LLC
75 W Towne Ridge Pkwy, Suite 201
Sandy, UT 84070
Dear Permittee:
NORTH CAROLINA
Environmental Quality
August 17, 2022
Subject: Transfer of ownership / permit modification
NPDES Permit NC0074446
Hilltop MHP
Orange County
The Division has received and approved your request to change the ownership for the subject permit.
The Division hereby re -issues NC0074446, pursuant to the requirements of North Carolina General Statute 143-
215.1 and the Memorandum of Agreement between North Carolina and the U.S. Environmental Protection
Agency dated October 15, 2007 (or as subsequently amended). NO permit limits or monitoring frequencies
have been changed.
If any parts, measurement frequencies or sampling requirements contained in this modification are
unacceptable to you, you have the right to an adjudicatory hearing upon written request within thirty (30) days
following receipt of this letter. This request must be in the form of a written petition, conforming to Chapter
150B of the North Carolina General Statutes, and filed with the Office of Administrative Hearings (6714 Mail
Service Center, Raleigh, North Carolina 27699-6714). Unless such demand is made, this decision shall be final
and binding.
This permit is not transferable except after notice to the Division. The Division may require modification
or revocation and reissuance of the permit. This permit does not affect the legal requirements to obtain other
permits which may be required by any other Federal, State, or Local governmental regulation. If you have any
questions concerning this matter, please contact Charles H. Weaver via e-mail [[e-mail]].
cc: NPDES file (Laserfiche)
DE Ce.).
NORTH CAROLINADepartment of Environmental Quality\ illa06d
Sincerely,
0A-Richard E. Rogers, Jr.
Director
North Carolina Department of Environmental Quality I Division of Water Resources
512 North Salisbury Street 11611 Mal Service Center I Raleigh, North Carolina 27699-1611
919.707.9000

Permit NC0074446
STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENTAL QUALITY
DIVISION OF WATER RESOURCES
PERMIT
TO DISCHARGE WASTEWATER UNDER THE
NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM
In compliance with the provision of North Carolina General Statute 143-215.1, other lawful standards
and regulations promulgated and adopted by the North Carolina Environmental Management
Commission, and the Federal Water Pollution Control Act, as amended, the
Hilltop MHP Chapel Hill NC, LLC
is hereby authorized to discharge wastewater from a facility located at the
Hilltop MHP
7105 NC Highway 86 North
Hillsborough
Orange County
to receiving waters designated as Old Field Creek in subbasin 03-06-05 of the Cape Fear River Basin in
accordance with effluent limitations, monitoring requirements, and other conditions set forth in Parts I, II, III, and
IV hereof.
This permit shall become effective August 17, 2022.
This permit and authorization to discharge shall expire at midnight on April 30, 2026.
Signed this day August 17, 2022
0}' 'chard E. Rogers, Jr., Director
)3
Division of Water Resources
By Authority of the Environmental Management Commission
Page 1 of 6

Permit NC0074446
SUPPLEMENT TO PERMIT COVER SHEET
All previous NPDES Permits issued to this facility, whether for operation or discharge are hereby revoked, and as of this
issuance, any previously issued permit bearing this number is no longer effective. Therefore, the exclusive authority to
operate and discharge from this facility arises under the permit conditions, requirements, terms, and provisions included
herein.
Hilltop MHP Chapel Hill NC, LLC
is hereby authorized to:
1. Continue to operate an existing 0.012 MGD wastewater treatment facility that includes the
following components:
• Flow equalization
• Bar screen
• Dual train aeration basins and clarifiers
• Tertiary filters
• Tablet chlorinator with chlorine contact chamber
• Tablet dechlorination
• Cascade aeration
• Flow meter
• Aerobic digester
• Back-up generator
This facility is located off NC Highway 86 North at the Hilltop MHP, south of Blackwood in
Orange County.
2. Discharge from said treatment works via Outfall 001, at the location specified on the attached
map into Old Field Creek [16-41-1-7] currently classified WS-V NSW waters in subbasin 03-06-
05 [HUC: 0303000206] of the Cape Fear River Basin.
Page 2 of 6

Permit NC0074446
Part I
A. (1) EFFLUENT LIMITATIONS AND MONITORING REQUIREMENTS
[15A NCAC 02B.0400 et seq., 15A NCAC 02B.0500 et seq.]
Beginning with the permit effective date and lasting until expiration, the Permittee is authorized to discharge
treated domestic wastewater from Outfall 001. Such discharges shall be limited and monitored' by the
Permittee as specified below:
EFFLUENT CHARACTERISTICS
Parameter Code
EFFLUENT LIMITATIONS
MONITORING REQUIREMENTS
Monthly
Average
Daily
Maximum
Measurement
Frequency
Sample
Type
Sample
Location
Flow 50050
0.012 MGD
Continuous
Recording
Influent or
Effluent
BOD, 5-day, (20°C) - Summer* C0310
5.0 mg/L
7.5 mg/L
Weekly
Grab
Effluent
BOD, 5-day, (20°C) - Winter* C0310
10.0 mg/L
15.0 mg/L
Weekly
Grab
Effluent
Total Suspended Solids C0530
30.0 mg/L
45.0 mg/L
Weekly
Grab
Effluent
NH3 as N - Summer* C0610
2.0 mg/L
10.0 mg/L
Weekly
Grab
Effluent
NH3 as N - Winter* C0610
4.0 mg/L
20.0 mg/L
Weekly
Grab
Effluent
Dissolved Oxygen 3 00300
Weekly
Grab
Effluent,
Upstream &
Downstream2
Fecal Coliform 31616
(geometric mean)
200/100 ml
400/100 ml
Weekly
Grab
Effluent
Total Residual Chlorine 4 50060
17 pg/L
2/Week
Grab
Effluent
Temperature (°C) 00010
Daily
Grab
Effluent
Temperature (°C) 00010
Weekly
Grab
Upstream &2
Downstream
Total Nitrogen (NO2+NO3+TKN) C0600
Quarterly
Grab
Effluent
Total Phosphorus C0655
Quarterly
Grab
Effluent
pH 00400
> 6.0 and < 9.0 standard units
Weekly
Grab
Effluent
*Summer. April 1 - October 31
*Winter: November 1 - March 31
Footnotes:
1. The permittee shall submit discharge monitoring data electronically using the Division's eDMR system [see
A. (3 )]
2. Upstream= at least 100 feet upstream from the outfall. Downstream= at the NC Highway 86 bridge.
3. The daily average dissolved oxygen effluent concentration shall not be less than 6.0 mg/L.
4. The Division shall consider all effluent TRC values reported below 50 µg/L to be in compliance with the
permit. However, the Permittee shall continue to record and submit all values reported by a North Carolina
certified laboratory (including field certified), even if these values fall below 50 µg/L.
THERE SHALL BE NO DISCHARGE OF FLOATING SOLIDS OR VISIBLE FOAM IN OTHER THAN
TRACE AMOUNTS.
Page 3 of 6

Permit NC0074446
A. (2) NUTRIENT REOPENER CONDITION
[NCGS 143-215.1 (b)]
Pursuant to N.C. General Statutes Section 143-215.1 and the implementing rules found in the North Carolina
Administrative Code at 15A NCAC 2H.0112 (b) (1) and 2H.0114 (a) and Part II sections B-12 and B-13 of
this permit, the Director may reopen this permit to require supplemental nutrient monitoring of the discharge.
The purpose of the additional monitoring will be to support water quality modeling efforts within the Cape
Fear River Basin and shall be consistent with a monitoring plan developed jointly by the Division and
affected stakeholders. In addition, the results of water quality modeling may require that limits for total
nitrogen and total phosphorus be imposed in this permit upon renewal.
A. (3) ELECTRONIC REPORTING OF MONITORING REPORTS
[NCGS 143-215.1 (b)]
Federal regulations require electronic submittal of all discharge monitoring reports (DMRs) and program reports.
The final NPDES Electronic Reporting Rule was adopted and became effective on December 21, 2015.
NOTE: This special condition supplements or supersedes the following sections within Part II of this permit
(Standard Conditions for NPDES Permits):
• Section B. (11.) Signatory Requirements
• Section D. (2.) Reporting
• Section D. (6.) Records Retention
• Section E. (5.) Monitoring Reports
1. Reporting Requirements [Supersedes Section D. (2.) and Section E. (5.) (a)1
The permittee shall report discharge monitoring data electronically using the NC DWR's Electronic
Discharge Monitoring Report (eDMR) internet application.
Monitoring results obtained during the previous month(s) shall be summarized for each month and submitted
electronically using eDMR. The eDMR system allows permitted facilities to enter monitoring data and
submit DMRs electronically using the internet. The eDMR system may be accessed at:
https://deq.nc.gov/about/divisions/water-resources/edmr.
If a permittee is unable to use the eDMR system due to a demonstrated hardship or due to the facility being
physically located in an area where less than 10 percent of the households have broadband access, then a
temporary waiver from the NPDES electronic reporting requirements may be granted and discharge
monitoring data may be submitted on paper DMR forms (MR 1, 1.1, 2, 3) or alternative forms approved by
the Director. Duplicate signed copies shall be submitted to the following address:
NC DEQ / Division of Water Resources / Water Quality Permitting Section
ATTENTION: Central Files
1617 Mail Service Center
Raleigh, North Carolina 27699-1617
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Permit NC0074446
See "How to Request a Waiver from Electronic Reporting" section below.
Regardless of the submission method, the first DMR is due on the last day of the month following the
issuance of the permit or in the case of a new facility, on the last day of the month following the
commencement of discharge.
Starting on December 21, 2025, the permittee must electronically report the following compliance
monitoring data and reports, when applicable:
• Sewer Overflow/Bypass Event Reports;
• Pretreatment Program Annual Reports; and
• Clean Water Act (CWA) Section 316 (b) Annual Reports.
The permittee may seek an electronic reporting waiver from the Division (see "How to Request a Waiver
from Electronic Reporting" section below).
2. Electronic Submissions
In accordance with 40 CFR 122.41(1)(9), the permittee must identify the initial recipient at the time of each
electronic submission. The permittee should use the EPA's website resources to identify the initial recipient
for the electronic submission.
Initial recipient of electronic NPDES information from NPDES-regulated facilities means the entity (EPA or
the state authorized by EPA to implement the NPDES program) that is the designated entity for receiving
electronic NPDES data [see 40 CFR 127.2 (b)].
EPA plans to establish a website that will also link to the appropriate electronic reporting tool for each type of
electronic submission and for each state. Instructions on how to access and use the appropriate electronic
reporting tool will be available as well. Information on EPA's NPDES Electronic Reporting Rule is found at:
https://www.federalregister.gov/documents/2015/ 10/22/2015-24954/national-pollutant-discharge-elimination-
system-npdes-electronic-reporting-rule
Electronic submissions must start by the dates listed in the "Reporting Requirements" section above.
3. How to Request a Waiver from Electronic Reporting
The permittee may seek a temporary electronic reporting waiver from the Division. To obtain an electronic
reporting waiver, a permittee must first submit an electronic reporting waiver request to the Division.
Requests for temporary electronic reporting waivers must be submitted in writing to the Division for written
approval at least sixty (60) days prior to the date the facility would be required under this permit to begin
submitting monitoring data and reports. The duration of a temporary waiver shall not exceed 5 years and
shall thereupon expire. At such time, monitoring data and reports shall be submitted electronically to the
Division unless the permittee re -applies for and is granted a new temporary electronic reporting waiver by the
Division. Approved electronic reporting waivers are not transferrable. Only permittees with an approved
reporting waiver request may submit monitoring data and reports on paper to the Division for the period that
the approved reporting waiver request is effective.
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Permit NC0074446
Information on eDMR and the application for a temporary electronic reporting waiver are found on the
following web page:
http://deq.nc.gov/about/divisions/water-resources/edmr
4. Signatory Requirements [Supplements Section B. (11.) (b) and Supersedes Section B. (11.) (d)1
All eDMRs submitted to the permit issuing authority shall be signed by a person described in Part II, Section
B. (11.) (a) or by a duly authorized representative of that person as described in Part II, Section B. (11.) (b).
A person, and not a position, must be delegated signatory authority for eDMR reporting purposes.
For eDMR submissions, the person signing and submitting the DMR must obtain an eDMR user account and
login credentials to access the eDMR system. For more information on North Carolina's eDMR system,
registering for eDMR and obtaining an eDMR user account, please visit the following web page:
http://deq.nc.gov/about/divisions/water-resources/edmr
Certification. Any person submitting an electronic DMR using the state's eDMR system shall make the
following certification [40 CFR 122.22]. NO OTHER STATEMENTS OF CERTIFICATION WILL BE
ACCEPTED:
"I certf, under penalty of law, that this document and all attachments were prepared under my direction or
supervision in accordance with a system designed to assure that qualified personnel properly gather and
evaluate the information submitted. Based on my inquiry of the person or persons who manage the system, or
those persons directly responsible for gathering the information, the information submitted is, to the best of
my knowledge and belief true, accurate, and complete. I am aware that there are significant penalties for
submitting false information, including the possibility of fines and imprisonment for knowing violations."
5. Records Retention [Supplements Section D. (6.)]
The permittee shall retain records of all Discharge Monitoring Reports, including eDMR submissions. These
records or copies shall be maintained for a period of at least 3 years from the date of the report. This period
may be extended by request of the Director at any time [40 CFR 122.41].
Page 6 of 6

Hilltop MHP Chapel Hill NC, LLC
NPDES Permit NC0074446
Receiving Stream: Old Field Creek
Stream Segment: 16-41-1-7
River Basin: Cape Fear
County: Orange
Stream Class: WS-V; NSW
Sub -Basin #: 03-06-05
HUC: 0303000206
N
A
SCALE
1:20,000
Facility Location
scale not shown
35.977222° ,-79.067222°
USGS Quad: Chapel Hill

NPDES Permit Standard Conditions
Page 1 of 18
PART II
STANDARD CONDITIONS FOR NPDES PERMITS
Section A. Definitions
2/Month
Samples are collected twice per month with at least ten calendar days between sampling events. These samples shall be
representative of the wastewater discharged during the sample period.
3/Week
Samples are collected three times per week on three separate calendar days. These samples shall be representative of
the wastewater discharged during the sample period.
Act or "the Act"
The Federal Water Pollution Control Act, also known as the Clean Water Act (CWA), as amended, 33 USC 1251, et.
seq.
Annual Average
The arithmetic mean of all "daily discharges" of a pollutant measured during the calendar year. In the case of fecal
coliform, the geometric mean of such discharges.
Arithmetic Mean
The summation of the individual values divided by the number of individual values.
Bypass
The known diversion of waste streams from any portion of a treatment facility including the collection system, which is
not a designed or established or operating mode for the facility.
Calendar Day
The period from midnight of one day until midnight of the next day. However, for purposes of this permit, any
consecutive 24-hour period that reasonably represents the calendar day may be used for sampling.
Calendar Week
The period from Sunday through the following Saturday.
Calendar Quarter
One of the following distinct periods: January through March, April through June, July through September, and
October through December.
Composite Sample
A sample collected over a 24-hour period by continuous sampling or combining grab samples of at least 100 mL in
such a manner as to result in a total sample representative of the wastewater discharge during the sample period. The
Director may designate the most appropriate method (specific number and size of aliquots necessary, the time interval
between grab samples, etc.) on a case -by -case basis. Samples may be collected manually or automatically. Composite
samples may be obtained by the following methods:
(1) Continuous: a single, continuous sample collected over a 24-hour period proportional to the rate of flow.
(2) Constant time/variable volume: a series of grab samples collected at equal time intervals over a 24 hour period
of discharge and combined proportional to the rate of flow measured at the time of individual sample
collection, or
Variable time/constant volume: a series of grab samples of equal volume collected over a 24 hour period with
the time intervals between samples determined by a preset number of gallons passing the sampling point. Flow
measurement between sample intervals shall be determined by use of a flow recorder and totalizer, and the
preset gallon interval between sample collection fixed at no greater than 1/24 of the expected total daily flow at
the treatment system, or
(3)
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NPDES Permit Standard Conditions
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(4) Constant time/constant volume: a series of grab samples of equal volume collected over a 24-hour period at a
constant time interval. Use of this method requires prior approval by the Director. This method may only be
used in situations where effluent flow rates vary less than 15 percent. The following restrictions also apply:
➢ Influent and effluent grab samples shall be of equal size and of no less than 100 milliliters
➢ Influent samples shall not be collected more than once per hour.
➢ Permittees with wastewater treatment systems whose detention time < 24 hours shall collect effluent grab
samples at intervals of no greater than 20 minutes apart during any 24-hour period.
➢ Permittees with wastewater treatment systems whose detention time exceeds 24 hours shall collect effluent
grab samples at least every six hours; there must be a minimum of four samples during a 24-hour sampling
period.
Continuous flow measurement
Flow monitoring that occurs without interruption throughout the operating hours of the facility. Flow shall be
monitored continually except for the infrequent times when there may be no flow or for infrequent maintenance
activities on the flow device.
Daily Discharge
The discharge of a pollutant measured during a calendar day or any 24-hour period that reasonably represents the
calendar day for purposes of sampling. For pollutants measured in units of mass, the "daily discharge" is calculated as
the total mass of the pollutant discharged over the day. For pollutants expressed in other units of measurement, the
"daily discharge" is calculated as the average measurement of the pollutant over the day. (40 CFR 122.2; see also
"Composite Sample," above.)
Daily Maximum
The highest "daily discharge" during the calendar month.
Daily Sampling
Parameters requiring daily sampling shall be sampled 5 out of every 7 days per week unless otherwise specified in the
permit. Sampling shall be conducted on weekdays except where holidays or other disruptions of normal operations
prevent weekday sampling. If sampling is required for all seven days of the week for any permit parameter(s), that
requirement will be so noted on the Effluent Limitations and Monitoring Page(s).
DWR or "the Division"
The Division of Water Resources, Department of Environmental Quality.
Effluent
Wastewater discharged following all treatment processes from a water pollution control facility or other point source
whether treated or untreated.
EMC
The North Carolina Environmental Management Commission
EPA
The United States Environmental Protection Agency
Facility Closure
Cessation of all activities that require coverage under this NPDES permit. Completion of facility closure will allow this
permit to be rescinded.
Geometric Mean
The Nth root of the product of the individual values where N = the number of individual values. For purposes of
calculating the geometric mean, values of "0" (or "< [detection level]") shall be considered = 1.
Grab Sample
Individual samples of at least 100 mL collected over a period of time not exceeding 15 minutes. Grab samples can be
collected manually. Grab samples must be representative of the discharge (or the receiving stream, for instream
samples).
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Hazardous Substance
Any substance designated under 40 CFR Part 116 pursuant to Section 311 of the CWA.
Instantaneous flow measurement
The flow measured during the minimum time required for the flow measuring device or method to produce a result in
that instance. To the extent practical, instantaneous flow measurements coincide with the collection of any grab
samples required for the same sampling period so that together the samples and flow are representative of the discharge
during that sampling period.
Monthly Average (concentration limit)
The arithmetic mean of all "daily discharges" of a pollutant measured during the calendar month. In the case of fecal
coliform or other bacterial parameters or indicators, the geometric mean of such discharges.
Permit Issuing Authority
The Director of the Division of Water Resources.
Quarterly Average (concentration limit)
The arithmetic mean of all samples taken over a calendar quarter.
Severe property damage
Substantial physical damage to property, damage to the treatment facilities which causes them to become inoperable, or
substantial and permanent loss of natural resources which can reasonably be expected to occur in the absence of a
bypass. Severe property damage excludes economic loss caused by delays in production.
Toxic Pollutant:
Any pollutant listed as toxic under Section 307(a)(1) of the CWA.
Upset
An incident beyond the reasonable control of the Permittee causing unintentional and temporary noncompliance with
permit effluent limitations and/or monitoring requirements. An upset does not include noncompliance caused by
operational error, improperly designed treatment facilities, inadequate treatment facilities, lack of preventive
maintenance, or careless or improper operation.
Weekly Average (concentration limit)
The arithmetic mean of all "daily discharges" of a pollutant measured during the calendar week. In the case of fecal
coliform or other bacterial parameters or indicators, the geometric mean of such discharges.
Section B. General Conditions
1. Duty to Comply
The Permittee must comply with all conditions of this permit. Any permit noncompliance constitutes a violation of
the CWA and is grounds for enforcement action; for permit termination, revocation and reissuance, or
modification; or denial of a permit renewal application [40 CFR 122.41].
a. The Permittee shall comply with effluent standards or prohibitions established under section 307(a) of the
CWA for toxic pollutants and with standards for sewage sludge use or disposal established under section
405(d) of the CWA within the time provided in the regulations that establish these standards or prohibitions or
standards for sewage sludge use or disposal, even if the permit has not yet been modified to incorporate the
requirement.
b. The CWA provides that any person who violates section[s] 301, 302, 306, 307, 308, 318 or 405 of the Act, or
any permit condition or limitation implementing any such sections in a permit issued under section 402, or any
requirement imposed in a pretreatment program approved under sections 402(a)(3) or 402(b)(8) of the Act, is
subject to a civil penalty not to exceed $37,500 per day for each violation. [33 USC 1319(d) and 40 CFR
122.41(a)(2)]
c. The CWA provides that any person who negligently violates sections 301, 302, 306, 307, 308, 318, or 405 of
the Act, or any condition or limitation implementing any of such sections in a permit issued under section 402
of the Act, or any requirement imposed in a pretreatment program approved under section 402(a)(3) or
402(b)(8) of the Act, is subject to criminal penalties of $2,500 to $25,000 per day of violation, or
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NPDES Permit Standard Conditions
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imprisonment of not more than 1 year, or both. In the case of a second or subsequent conviction for a negligent
violation, a person shall be subject to criminal penalties of not more than $50,000 per day of violation, or by
imprisonment of not more than 2 years, or both. [33 USC 1319(c)(1) and 40 CFR 122.41(a)(2)]
d. Any person who knowingly violates such sections, or such conditions or limitations is subject to criminal
penalties of $5,000 to $50,000 per day of violation, or imprisonment for not more than 3 years, or both. In the
case of a second or subsequent conviction for a knowing violation, a person shall be subject to criminal
penalties of not more than $100,000 per day of violation, or imprisonment of not more than 6 years, or both.
[33 USC 1319(c)(2) and 40 CFR 122.41(a)(2)]
e. Any person who knowingly violates section 301, 302, 303, 306, 307, 308, 318 or 405 of the Act, or any permit
condition or limitation implementing any of such sections in a permit issued under section 402 of the Act, and
who knows at that time that he thereby places another person in imminent danger of death or serious bodily
injury, shall, upon conviction, be subject to a fine of not more than $250,000 or imprisonment of not more than
15 years, or both. In the case of a second or subsequent conviction for a knowing endangerment violation, a
person shall be subject to a fine of not more than $500,000 or by imprisonment of not more than 30 years, or
both. An organization, as defined in section 309(c)(3)(B)(iii) of the CWA, shall, upon conviction of violating
the imminent danger provision, be subject to a fine of not more than $1,000,000 and can be fined up to
$2,000,000 for second or subsequent convictions. [40 CFR 122.41(a)(2)]
f. Under state law, a civil penalty of not more than $25,000 per violation may be assessed against any person
who violates or fails to act in accordance with the terms, conditions, or requirements of a permit. [North
Carolina General Statutes § 143-215.6A]
Any person may be assessed an administrative penalty by the Administrator for violating section 301, 302,
306, 307, 308, 318 or 405 of this Act, or any permit condition or limitation implementing any of such sections
in a permit issued under section 402 of this Act. Administrative penalties for Class I violations are not to
exceed $16,000 per violation, with the maximum amount of any Class I penalty assessed not to exceed
$37,500. Penalties for Class II violations are not to exceed $16,000 per day for each day during which the
violation continues, with the maximum amount of any Class II penalty not to exceed $177,500. [33 USC
1319(g)(2) and 40 CFR 122.41(a)(3)]
2. Duty to Mitigate
The Permittee shall take all reasonable steps to minimize or prevent any discharge or sludge use or disposal in
violation of this permit with a reasonable likelihood of adversely affecting human health or the environment [40
CFR 122.41(d)].
3. Civil and Criminal Liability
Except as provided in permit conditions on "Bypassing" (Part II.C.4), "Upsets" (Part II.C.5) and "Power Failures"
(Part II.C.7), nothing in this permit shall be construed to relieve the Permittee from any responsibilities, liabilities,
or penalties for noncompliance pursuant to NCGS 143-215.3, 143-215.6 or Section 309 of the Federal Act, 33 USC
1319. Furthermore, the Permittee is responsible for consequential damages, such as fish kills, even though the
responsibility for effective compliance may be temporarily suspended.
4. Oil and Hazardous Substance Liability
Nothing in this permit shall be construed to preclude the institution of any legal action or relieve the Permittee
from any responsibilities, liabilities, or penalties to which the Permittee is or may be subject to under NCGS 143-
215.75 et seq. or Section 311 of the Federal Act, 33 USG 1321. Furthermore, the Permittee is responsible for
consequential damages, such as fish kills, even though the responsibility for effective compliance may be
temporarily suspended.
5. Property Rights
The issuance of this permit does not convey any property rights in either real or personal property, or any exclusive
privileges, nor does it authorize any injury to private property or any invasion of personal rights, nor any
infringement of Federal, State or local laws or regulations [40 CFR 122.41(g)].
6. Onshore or Offshore Construction
This permit does not authorize or approve the construction of any onshore or offshore physical structures or
facilities or the undertaking of any work in any navigable waters.
g.
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7. Severability
The provisions of this permit are severable. If any provision of this permit, or the application of any provision of
this permit to any circumstances, is held invalid, the application of such provision to other circumstances, and the
remainder of this permit, shall not be affected thereby [NCGS 150B-23].
8. Duty to Provide Information
The Permittee shall furnish to the Permit Issuing Authority, within a reasonable time, any information which the
Permit Issuing Authority may request to determine whether cause exists for modifying, revoking and reissuing, or
terminating this permit or to determine compliance with this permit. The Permittee shall also furnish to the Permit
Issuing Authority upon request, copies of records required by this permit [40 CFR 122.41(h)].
9. Duty to Reapply
If the Permittee wishes to continue an activity regulated by this permit after the expiration date of this permit, the
Permittee must apply for and obtain a new permit [40 CFR 122.41(b)].
10. Expiration of Permit
The Permittee is not authorized to discharge after the expiration date. In order to receive automatic authorization to
discharge beyond the expiration date, the Permittee shall submit such information, forms, and fees as are required
by the agency authorized to issue permits no later than 180 days prior to the expiration date unless permission for a
later date has been granted by the Director. (The Director shall not grant permission for applications to be
submitted later than the expiration date of the existing permit.) [40 CFR 122.21(d)] Any Permittee that has not
requested renewal at least 180 days prior to expiration, or any Permittee that does not have a permit after the
expiration and has not requested renewal at least 180 days prior to expiration, will subject the Permittee to
enforcement procedures as provided in NCGS 143-215.6 and 33 USC 1251 et. seq.
11. Signatory Requirements
All applications, reports, or information submitted to the Permit Issuing Authority shall be signed and certified [40
CFR 122.41(k)].
a. All permit applications shall be signed as follows:
(1) For a corporation: by a responsible corporate officer. For the purpose of this Section, a responsible
corporate officer means: (a) a president, secretary, treasurer or vice president of the corporation in charge
of a principal business function, or any other person who performs similar policy or decision making
functions for the corporation, or (b) the manager of one or more manufacturing, production, or operating
facilities, provided, the manager is authorized to make management decisions which govern the operation
of the regulated facility including having the explicit or implicit duty of making major capital investment
recommendations, and initiating and directing other comprehensive measures to assure long term
environmental compliance with environmental laws and regulations; the manager can ensure that the
necessary systems are established or actions taken to gather complete and accurate information for permit
application requirements; and where authority to sign documents has been assigned or delegated to the
manager in accordance with corporate procedures .
(2) For a partnership or sole proprietorship: by a general partner or the proprietor, respectively; or
(3) For a municipality, State, Federal, or other public agency: by either a principal executive officer or
ranking elected official [40 CFR 122.22].
b. All reports required by the permit and other information requested by the Permit Issuing Authority shall be
signed by a person described in paragraph a. above or by a duly authorized representative of that person. A
person is a duly authorized representative only if:
(1) The authorization is made in writing by a person described above;
(2) The authorization specified either an individual or a position having responsibility for the overall operation
of the regulated facility or activity, such as the position of plant manager, operator of a well or well field,
superintendent, a position of equivalent responsibility, or an individual or position having overall
responsibility for environmental matters for the company. (A duly authorized representative may thus be
either a named individual or any individual occupying a named position.); and
The written authorization is submitted to the Permit Issuing Authority [40 CFR 122.22]
(3)
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c. Changes to authorization: If an authorization under paragraph (b) of this section is no longer accurate because
a different individual or position has responsibility for the overall operation of the facility, a new authorization
satisfying the requirements of paragraph (b) of this section must be submitted to the Director prior to or
together with any reports, information, or applications to be signed by an authorized representative [40 CFR
122.22]
d. Certification. Any person signing a document under paragraphs a. or b. of this section shall make the following
certification [40 CFR 122.22]. NO OTHER STATEMENTS OF CERTIFICATION WILL BE ACCEPTED:
"I certify, under penalty of law, that this document and all attachments were prepared under my direction or
supervision in accordance with a system designed to assure that qualified personnel properly gather and
evaluate the information submitted. Based on my inquiry of the person or persons who manage the system, or
those persons directly responsible for gathering the information, the information submitted is, to the best of my
knowledge and belief true, accurate, and complete. I am aware that there are significant penalties for
submitting false information, including the possibility of fines and imprisonment for knowing violations."
12. Permit Actions
This permit may be modified, revoked and reissued, or terminated for cause. The filing of a request by the
Permittee for a permit modification, revocation and reissuance, or termination, or a notification of planned changes
or anticipated noncompliance does not stay any permit condition [40 CFR 122.41(0].
13. Permit Modification, Revocation and Reissuance, or Termination
The issuance of this permit does not prohibit the permit issuing authority from reopening and modifying the permit,
revoking and reissuing the permit, or terminating the permit as allowed by the laws, rules, and regulations
contained in Title 40, Code of Federal Regulations, Parts 122 and 123; Title 15A of the North Carolina
Administrative Code, Subchapter 02H .0100; and North Carolina General Statute 143.215.1 et. al.
14. Annual Administering and Compliance Monitoring Fee Requirements
The Permittee must pay the annual administering and compliance monitoring fee within thirty days after being
billed by the Division. Failure to pay the fee in a timely manner in accordance with 15A NCAC 02H .0105(b)(2)
may cause this Division to initiate action to revoke the permit.
Section C. Operation and Maintenance of Pollution Controls
1. Certified Operator
Owners of classified water pollution control systems must designate operators, certified by the Water Pollution
Control System Operators Certification Commission (WPCSOCC), of the appropriate type and grade for the
system, and, for each classification must [T15A NCAC 08G .0201]:
a. designate one Operator In Responsible Charge (ORC) who possesses a valid certificate of the type and grade at
least equivalent to the type and grade of the system;
b. designate one or more Back-up Operator(s) in Responsible Charge (Back-up ORCs) who possesses a valid
certificate of the type of the system and no more than one grade less than the grade of the system, with the
exception of no backup operator in responsible charge is required for systems whose minimum visitation
requirements are twice per year; and
c. submit a signed completed "Water Pollution Control System Operator Designation Form" to the Commission
(or to the local health department for owners of subsurface systems) countersigned by the designated certified
operators, designating the Operator in Responsible Charge (ORC) and the Back-up Operator in Responsible
Charge (Back-up ORC):
(1) 60 calendar days prior to wastewater or residuals being introduced into a new system; or
(2) within 120 calendar days following:
> receiving notification of a change in the classification of the system requiring the designation of a new
Operator in Responsible Charge (ORC) and Back-up Operator in Responsible Charge (Back-up ORC)
of the proper type and grade; or
➢ a vacancy in the position of Operator in Responsible Charge (ORC) or Back-up Operator in
Responsible Charge (Back-up ORC).
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(3) within seven calendar days of vacancies in both ORC and Back-up ORC positions replacing or designating
at least one of the responsibilities.
The ORC of each Class I facility (or the Back-up ORC, when acting as surrogate for the ORC) must:
> Visit the facility as often as is necessary to insure proper operation of the treatment system; the treatment
facility must be visited at least weekly
> Comply with all other conditions of 15A NCAC 08G .0204.
The ORC of each Class II, III and IV facility (or the Back-up ORC, when acting as surrogate for the ORC) must:
> Visit the facility as often as is necessary to insure proper operation of the treatment system; the treatment
facility must be visited at least five days per week, excluding holidays
➢ Properly manage and document daily operation and maintenance of the facility
➢ Comply with all other conditions of 15A NCAC 08G .0204.
2. Proper Operation and Maintenance
The Permittee shall at all times properly operate and maintain all facilities and systems of treatment and control
(and related appurtenances) which are installed or used by the Permittee to achieve compliance with the conditions
of this permit. Proper operation and maintenance also includes adequate laboratory controls and appropriate quality
assurance procedures. This provision requires the Permittee to install and operate backup or auxiliary facilities only
when necessary to achieve compliance with the conditions of the permit [40 CFR 122.41(e)].
NOTE: Properly and officially designated operators are fully responsible for all proper operation and maintenance
of the facility, and all documentation required thereof, whether acting as a contract operator [subcontractor] or a
member of the Permittee's staff.
3. Need to Halt or Reduce not a Defense
It shall not be a defense for a Permittee in an enforcement action that it would have been necessary to halt or
reduce the permitted activity in order to maintain compliance with the condition of this permit [40 CFR 122.41(c)].
4. Bypassing of Treatment Facilities
a. Bypass not exceeding limitations [40 CFR 122.41(m)(2)]
The Permittee may allow any bypass to occur which does not cause effluent limitations to be exceeded, but
only if it also is for essential maintenance to assure efficient operation. These bypasses are not subject to the
provisions of Paragraphs b. and c. of this section.
b. Notice [40 CFR 122.41(m)(3)]
(1) Anticipated bypass. If the Permittee knows in advance of the need for a bypass, it shall submit prior notice,
if possible at least ten days before the date of the bypass; including an evaluation of the anticipated quality
and effect of the bypass.
(2) Unanticipated bypass. The Permittee shall submit notice of an unanticipated bypass as required in Part
II.E.6. (24-hour notice).
c. Prohibition of Bypass
(1) Bypass from the treatment facility is prohibited and the Permit Issuing Authority may take enforcement
action against a Permittee for bypass, unless:
(A) Bypass was unavoidable to prevent loss of life, personal injury or severe property damage;
(B) There were no feasible alternatives to the bypass, such as the use of auxiliary treatment facilities,
retention of untreated wastes or maintenance during normal periods of equipment downtime. This
condition is not satisfied if adequate backup equipment should have been installed in the exercise of
reasonable engineering judgment to prevent a bypass which occurred during normal periods of
equipment downtime or preventive maintenance; and
(C) The Permittee submitted notices as required under Paragraph b. of this section.
(2) Bypass from the collection system is prohibited and the Permit Issuing Authority may take enforcement
action against a Permittee for a bypass as provided in any current or future system -wide collection system
permit associated with the treatment facility.
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(3) The Permit Issuing Authority may approve an anticipated bypass, after considering its adverse effects, if
the Permit Issuing Authority determines that it will meet the three conditions listed above in Paragraph c.
(1) of this section.
5. Upsets
a. Effect of an upset [40 CFR 122.41(n)(2)]: An upset constitutes an affirmative defense to an action brought for
noncompliance with such technology based permit effluent limitations if the requirements of paragraph b. of
this condition are met. No determination made during administrative review of claims that noncompliance was
caused by upset, and before an action for noncompliance, is final administrative action subject to judicial
review.
b. Conditions necessary for a demonstration of upset: Any Permittee who wishes to establish the affirmative
defense of upset shall demonstrate, through properly signed, contemporaneous operating logs, or other relevant
evidence that:
(1) An upset occurred and that the Permittee can identify the cause(s) of the upset;
(2) The Permittee facility was at the time being properly operated; and
(3) The Permittee submitted notice of the upset as required in Part II.E.6.(b) of this permit.
(4) The Permittee complied with any remedial measures required under Part II.B.2. of this permit.
c. Burden of proof [40 CFR 122.41(n)(4)]: The Permittee seeking to establish the occurrence of an upset has
the burden of proof in any enforcement proceeding.
6. Removed Substances
Solids, sludges, filter backwash, or other pollutants removed in the course of treatment or control of wastewaters
shall be utilized/disposed of in accordance with NCGS 143-215.1 and in a manner such as to prevent any pollutant
from such materials from entering waters of the State or navigable waters of the United States except as permitted
by the Commission. The Permittee shall comply with all applicable state and Federal regulations governing the
disposal of sewage sludge, including 40 CFR 503, Standards for the Use and Disposal of Sewage Sludge; 40 CFR
Part 258, Criteria For Municipal Solid Waste Landfills; and 15A NCAC Subchapter 2T, Waste Not Discharged To
Surface Waters. The Permittee shall notify the Permit Issuing Authority of any significant change in its sludge use
or disposal practices.
7. Power Failures
The Permittee is responsible for maintaining adequate safeguards (as required by 15A NCAC 02H .0124) to
prevent the discharge of untreated or inadequately treated wastes during electrical power failures either by means
of alternate power sources, standby generators or retention of inadequately treated effluent.
Section D. Monitoring and Records
1. Representative Sampling
Samples collected and measurements taken, as required herein, shall be representative of the permitted discharge.
Samples collected at a frequency less than daily shall be taken on a day and time that is representative of the
discharge for the period the sample represents. All samples shall be taken at the monitoring points specified in this
permit and, unless otherwise specified, before the effluent joins or is diluted by any other wastestream, body of
water, or substance. Monitoring points shall not be changed without notification to and the approval of the Permit
Issuing Authority [40 CFR 122.41(j)].
2. Reporting
Monitoring results obtained during the previous month(s) shall be summarized for each month and reported on a
monthly Discharge Monitoring Report (DMR) Form (MR 1, 1.1, 2, 3) or alternative forms approved by the
Director, postmarked no later than the last calendar day of the month following the completed reporting period.
The first DMR is due on the last day of the month following the issuance of the permit or in the case of a new
facility, on the last day of the month following the commencement of discharge. Duplicate signed copies of these,
and all other reports required herein, shall be submitted to the following address:
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NC DEQ / Division of Water Resources / Water Quality Permitting Section
ATTENTION: Central Files
1617 Mail Service Center
Raleigh, North Carolina 27699-1617
3. Flow Measurements
Appropriate flow measurement devices and methods consistent with accepted scientific practices shall be selected
and used to ensure the accuracy and reliability of measurements of the volume of monitored discharges. The
devices shall be installed, calibrated and maintained to ensure that the accuracy of the measurements is consistent
with the accepted capability of that type of device. Devices selected shall be capable of measuring flows with a
maximum deviation of less than 10% from the true discharge rates throughout the range of expected discharge
volumes. Flow measurement devices shall be accurately calibrated at a minimum of once per year and maintained
to ensure that the accuracy of the measurements is consistent with the accepted capability of that type of device.
The Director shall approve the flow measurement device and monitoring location prior to installation.
Once -through condenser cooling water flow monitored by pump logs, or pump hour meters as specified in Part I of
this permit and based on the manufacturer's pump curves shall not be subject to this requirement.
4. Test Procedures
Laboratories used for sample analysis must be certified by the Division. Permittees should contact the Division's
Laboratory Certification Section (919 733-3908) or visit https://deq.nc.gov/about/divisions/water-resources/water-
resources-data/water-sciences-home-page/laboratory-certification-branch for information regarding laboratory
certifications.
Facilities whose personnel are conducting testing of field -certified parameters only must hold the appropriate field
parameter laboratory certifications.
Test procedures for the analysis of pollutants shall conform to the EMC regulations (published pursuant to NCGS
143-215.63 et. seq.), the Water and Air Quality Reporting Acts, and to regulations published pursuant to Section
304(g), 33 USC 1314, of the CWA (as amended), and 40 CFR 136; or in the case of sludge use or disposal,
approved under 40 CFR 136, unless otherwise specified in 40 CFR 503, unless other test procedures have been
specified in this permit [40 CFR 122.41].
To meet the intent of the monitoring required by this permit, all test procedures must produce minimum detection
and reporting levels that are below the permit discharge requirements and all data generated must be reported down
to the minimum detection or lower reporting level of the procedure. If no approved methods are determined
capable of achieving minimum detection and reporting levels below permit discharge requirements, then the most
sensitive (method with the lowest possible detection and reporting level) approved method must be used.
5. Penalties for Tampering
The CWA provides that any person who falsifies, tampers with, or knowingly renders inaccurate, any monitoring
device or method required to be maintained under this permit shall, upon conviction, be punished by a fine of not
more than $10,000 per violation, or by imprisonment for not more than two years per violation, or by both. If a
conviction of a person is for a violation committed after a first conviction of such person under this paragraph,
punishment is a fine of not more than $20,000 per day of violation, or by imprisonment of not more than 4 years,
or both [40 CFR 122.41].
6. Records Retention
Except for records of monitoring information required by this permit related to the Permittee's sewage sludge use
and disposal activities, which shall be retained for a period of at least five years (or longer as required by 40 CFR
503), the Permittee shall retain records of all monitoring information, including:
➢ all calibration and maintenance records
➢ all original strip chart recordings for continuous monitoring instrumentation
➢ copies of all reports required by this permit
➢ copies of all data used to complete the application for this permit
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These records or copies shall be maintained for a period of at least 3 years from the date of the sample,
measurement, report or application. This period may be extended by request of the Director at any time [40 CFR
122.41].
7. Recording Results
For each measurement or sample taken pursuant to the requirements of this permit, the Permittee shall record the
following information [40 CFR 122.41]:
a. The date, exact place, and time of sampling or measurements;
b. The individual(s) who performed the sampling or measurements;
c. The date(s) analyses were performed;
d. The individual(s) who performed the analyses;
e. The analytical techniques or methods used; and
f. The results of such analyses.
8. Inspection and Entry
The Permittee shall allow the Director, or an authorized representative (including an authorized contractor acting as
a representative of the Director), upon the presentation of credentials and other documents as may be required by
law, to;
a. Enter, at reasonable times, upon the Permittee's premises where a regulated facility or activity is located or
conducted, or where records must be kept under the conditions of this permit;
b. Have access to and copy, at reasonable times, any records that must be kept under the conditions of this permit;
c. Inspect at reasonable times any facilities, equipment (including monitoring and control equipment), practices,
or operations regulated or required under this permit; and
d. Sample or monitor at reasonable times, for the purposes of assuring permit compliance or as otherwise
authorized by the CWA, any substances or parameters at any location [40 CFR 122.41(i)].
Section E Reporting Requirements
1. Change in Discharge
All discharges authorized herein shall be consistent with the terms and conditions of this permit. The discharge of
any pollutant identified in this permit more frequently than or at a level in excess of that authorized shall constitute
a violation of the permit.
2. Planned Changes
The Permittee shall give notice to the Director as soon as possible of any planned physical alterations or additions
to the permitted facility [40 CFR 122.41(1)]. Notice is required only when:
a. The alteration or addition to a permitted facility may meet one of the criteria for new sources at 40 CFR
122.29(b); or
b. The alteration or addition could significantly change the nature or increase the quantity of pollutants
discharged. This notification applies to pollutants subject neither to effluent limitations in the permit, nor to
notification requirements under 40 CFR 122.42(a)(1); or
c. The alteration or addition results in a significant change in the Permittee's sludge use or disposal practices, and
such alteration, addition or change may justify the application of permit conditions that are different from or
absent in the existing permit, including notification of additional use or disposal sites not reported during the
permit application process or not reported pursuant to an approved land application plan.
3. Anticipated Noncompliance
The Permittee shall give advance notice to the Director of any planned changes to the permitted facility or other
activities that might result in noncompliance with the permit [40 CFR 122.41(1)(2)].
4. Transfers
This permit is not transferable to any person without prior written notice to and approval from the Director in
accordance with 40 CFR 122.61. The Director may condition approval in accordance with NCGS 143-215.1, in
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particular NCGS 143-215.1(b)(4)b.2., and may require modification or revocation and reissuance of the permit, or
a minor modification, to identify the new permittee and incorporate such other requirements as may be necessary
under the CWA [40 CFR 122.41(1)(3), 122.61] or state statute.
5. Monitoring Reports
Monitoring results shall be reported at the intervals specified elsewhere in this permit [40 CFR 122.41(1)(4)].
a. Monitoring results must be reported on a Discharge Monitoring Report (DMR) (See Part II.D.2) or forms
provided by the Director for reporting results of monitoring of sludge use or disposal practices.
b. If the Permittee monitors any pollutant more frequently than required by this permit using test procedures
approved under 40 CFR Part 136 and at a sampling location specified in this permit or other appropriate
instrument governing the discharge, the results of such monitoring shall be included in the calculation and
reporting of the data submitted on the DMR.
6. Twenty-four Hour Reporting
a. The Permittee shall report to the Director or the appropriate Regional Office any noncompliance that
potentially threatens public health or the environment. Any information shall be provided orally within 24
hours from the time the Permittee became aware of the circumstances. A written submission shall also be
provided within 5 days of the time the Permittee becomes aware of the circumstances. The written submission
shall contain a description of the noncompliance, and its cause; the period of noncompliance, including exact
dates and times, and if the noncompliance has not been corrected, the anticipated time it is expected to
continue; and steps taken or planned to reduce, eliminate, and prevent reoccurrence of the noncompliance [40
CFR 122.41(1)(6)].
b. The Director may waive the written report on a case -by -case basis for reports under this section if the oral
report has been received within 24 hours.
c. Occurrences outside normal business hours may also be reported to the Division's Emergency Response
personnel at [phone] or [phone].
7. Other Noncompliance
The Permittee shall report all instances of noncompliance not reported under Part II.E.5 and 6. of this permit at the
time monitoring reports are submitted. The reports shall contain the information listed in Part II.E.6. of this permit
[40 CFR 122.41(1)(7)].
8. Other Information
Where the Permittee becomes aware that it failed to submit any relevant facts in a permit application, or submitted
incorrect information in a permit application or in any report to the Director, it shall promptly submit such facts or
information [40 CFR 122.41(1)(8)].
9. Noncompliance Notification
The Permittee shall report by telephone to either the central office or the appropriate regional office of the Division
as soon as possible, but in no case more than 24 hours or on the next working day following the occurrence or first
knowledge of the occurrence of any of the following:
a. Any occurrence at the water pollution control facility which results in the discharge of significant amounts of
wastes which are abnormal in quantity or characteristic, such as the dumping of the contents of a sludge
digester; the known passage of a slug of hazardous substance through the facility; or any other unusual
circumstances.
b. Any process unit failure, due to known or unknown reasons, that render the facility incapable of adequate
wastewater treatment such as mechanical or electrical failures of pumps, aerators, compressors, etc.
c. Any failure of a pumping station, sewer line, or treatment facility resulting in a by-pass without treatment of all
or any portion of the influent to such station or facility.
Persons reporting such occurrences by telephone shall also file a written report within 5 days following first
knowledge of the occurrence. Also see reporting requirements for municipalities in Part IV.C.2.c. of this permit.
10. Availability of Reports
Except for data determined to be confidential under NCGS 143-215.3 (a)(2) or Section 308 of the Federal Act, 33
USC 1318, all reports prepared in accordance with the terms shall be available for public inspection at the offices
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of the Division. As required by the Act, effluent data shall not be considered confidential. Knowingly making any
false statement on any such report may result in the imposition of criminal penalties as provided for in NCGS 143-
215.1(b)(2) or in Section 309 of the Federal Act.
11. Penalties for Falsification of Reports
The CWA provides that any person who knowingly makes any false statement, representation, or certification in
any record or other document submitted or required to be maintained under this permit, including monitoring
reports or reports of compliance or noncompliance shall, upon conviction, be punished by a fine of not more than
$25,000 per violation, or by imprisonment for not more than two years per violation, or by both [40 CFR 122.41].
12. Annual Performance Reports
Permittees who own or operate facilities that primarily collect or treat municipal or domestic wastewater and have
an average annual flow greater than 200,000 gallons per day shall provide an annual report to the Permit Issuing
Authority and to the users/customers served by the Permittee (NCGS 143-215.1C). The report shall summarize the
performance of the collection or treatment system, as well as the extent to which the facility was compliant with
applicable Federal or State laws, regulations and rules pertaining to water quality. The report shall be provided no
later than sixty days after the end of the calendar or fiscal year, depending upon which annual period is used for
evaluation.
The report shall be sent to:
NC DEQ / Division of Water Resources / Water Quality Permitting Section
ATTENTION: Central Files
1617 Mail Service Center
Raleigh, North Carolina 27699-1617
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PART III
OTHER REQUIREMENTS
Section A. Construction
a. The Permittee shall not commence construction of wastewater treatment facilities, nor add to the plant's treatment
capacity, nor change the treatment process(es) utilized at the treatment plant unless (1) the Division has issued an
Authorization to Construct (AtC) permit or (2) the Permittee is exempted from such AtC permit requirements
under Item b. of this Section.
b. In accordance with NCGS 143-215.1(a5) [SL 2011-394], no permit shall be required to enter into a contract for the
construction, installation, or alteration of any treatment work or disposal system or to construct, install, or alter any
treatment works or disposal system within the State when the system's or work's principle function is to conduct,
treat, equalize, neutralize, stabilize, recycle, or dispose of industrial waste or sewage from an industrial facility and
the discharge of the industrial waste or sewage is authorized under a permit issued for the discharge of the
industrial waste or sewage into the waters of the State. Notwithstanding the above, the permit issued for the
discharge may be modified if required by federal regulation.
Issuance of an AtC will not occur until Final Plans and Specifications for the proposed construction have been
submitted by the Permittee and approved by the Division.
c.
Section B. Groundwater Monitoring
The Permittee shall, upon written notice from the Director, conduct groundwater monitoring as may be required to
determine the compliance of this NPDES permitted facility with the current groundwater standards.
Section C. Changes in Discharges of Toxic Substances
The Permittee shall notify the Permit Issuing Authority as soon as it knows or has reason to believe (40 CFR 122.42):
a. That any activity has occurred or will occur which would result in the discharge, on a routine or frequent basis, of
any toxic pollutant which is not limited in the permit, if that discharge will exceed the highest of the following
"notification levels";
(1) One hundred micrograms per liter (100 µg/L);
(2) Two hundred micrograms per liter (200 µg/L) for acrolein and acrylonitrile; five hundred micrograms per liter
(500 µg/L) for 2,4-dinitrophenol and for 2-methyl-4,6-dinitrophenol; and one milligram per liter (1 mg/L) for
antimony;
(3) Five times the maximum concentration value reported for that pollutant in the permit application.
b. That any activity has occurred or will occur which would result in any discharge, on a non -routine or infrequent
basis, of a toxic pollutant which is not limited in the permit, if that discharge will exceed the highest of the
following "notification levels";
(1) Five hundred micrograms per liter (500 µg/L);
(2) One milligram per liter (1 mg/L) for antimony;
(3) Ten times the maximum concentration value reported for that pollutant in the permit application.
Section D. Facility Closure Requirements
The Permittee must notify the Division at least 90 days prior to the closure of any wastewater treatment system covered
by this permit. The Division may require specific measures during deactivation of the system to prevent adverse
impacts to waters of the State. This permit cannot be rescinded while any activities requiring this permit continue at the
permitted facility.
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PART IV
SPECIAL CONDITIONS FOR MUNICIPAL FACILITIES
Section A. Definitions
In addition to the definitions in Part II of this permit, the following definitions apply to municipal facilities:
Indirect Discharge or Industrial User
Any non -domestic source that discharges wastewater containing pollutants into a POTW regulated under section
307(b), (c) or (d) of the CWA. [40 CFR 403.3 (i) and (j) and 15A NCAC 02H .0903(b)(11)]
Interference
Inhibition or disruption of the POTW treatment processes; operations; or its sludge process, use, or disposal which
causes or contributes to a violation of any requirement of the Permittee's (or any satellite POTW's if different from the
Permittee) NPDES, collection system, or non -discharge permit or prevents sewage sludge use or disposal in
compliance with specified applicable State and Federal statutes, regulations, or permits. [15A NCAC 02H
.0903(b)(14)]
Pass Through
A discharge which exits the POTW into waters of the State in quantities or concentrations which, alone or with
discharges from other sources, causes a violation, including an increase in the magnitude or duration of a violation, of
the Permittee's (or any satellite POTW's, if different from the Permittee) NPDES, collection system, or non -discharge
permit. [15A NCAC 02H .0903(b)(23)]
Publicly Owned Treatment Works (POTW)
A treatment works as defined by Section 212 of the CWA, which is owned by a State or local government organization.
This definition includes any devices and systems used in the storage, treatment, recycling and reclamation of municipal
sewage or industrial wastes of a liquid nature. It also includes the collection system, as defined in 15A NCAC 2T
.0402, only if it conveys wastewater to a POTW treatment plant. The term also means the local government
organization, or municipality, as defined in section 502(4) of the CWA, which has jurisdiction over indirect discharges
to and the discharges from such a treatment works. In this context, the organization may be the owner of the POTW
treatment plant or the owner of the collection system into which an indirect discharger discharges. This second type of
POTW may be referred to as a "satellite POTW organization." [15A NCAC 02H .0903(b)(26)]
"Significant Industrial User" or "SIU"
An Industrial User that discharges wastewater into a publicly owned treatment works and that [15A NCAC 02H
.0903(b)(33)]:
1. Discharges an average of 25,000 gallons per day or more of process wastewater to the POTW (excluding sanitary,
noncontact cooling and boiler blowdown wastewaters); or
2. Contributes process wastewater which makes up five percent or more of the NPDES or non -discharge permitted
flow limit or organic capacity of the POTW treatment plant. In this context, organic capacity refers to BOD, TSS
and ammonia; or
3. Is subject to categorical standards under 40 CFR Part 403.6 and 40 CFR Parts 405-471; or
4. Is designated as such by the Permittee on the basis that the Industrial User has a reasonable potential for adversely
affecting the POTW's operation or for violating any pretreatment standard or requirement, or the POTW's effluent
limitations and conditions in its NPDES or non -discharge permit, or to limit the POTW's sludge disposal options;
5. Subject to approval under 15A NCAC 02H .0907(b), the Permittee may determine that an Industrial User meeting
the criteria in paragraphs 1 or 2 of this definition above has no reasonable potential for adversely affecting the
POTW's operation or for violating any pretreatment standard or requirement, the POTW's effluent limitations and
conditions in its NPDES or non -discharge permit, or to limit the POTW's sludge disposal options, and thus is not a
Significant Industrial User (SIU); or
6. Subject to approval under 15A NCAC 02H .0907(b), the Permittee may determine that an Industrial User meeting
the criteria in paragraph 3 of this definition above meets the requirements of 40 CFR Part 403.3(v)(2) and thus is a
non -significant categorical Industrial User.
Section B. Publicly Owned Treatment Works (POTWs)
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Section C. Municipal Control of Pollutants from Industrial Users.
1. Effluent limitations are listed in Part I of this permit. Other pollutants attributable to inputs from Industrial Users
discharging to the POTW may be present in the Permittee's discharge. At such time as sufficient information
becomes available to establish limitations for such pollutants, this permit may be revised to specify effluent
limitations for any or all of such other pollutants in accordance with best practicable technology or water quality
standards.
2. Prohibited Discharges
a. The Permittee shall develop and enforce their Pretreatment Program to implement the prohibition against the
introduction of pollutants or discharges into the waste treatment system or waste collection system which
cause or contribute to Pass Through or Interference as defined in 15A NCAC 02H .0900 and 40 CFR 403. [40
CFR 403.5(a)(1)]
b. The Permittee shall develop and enforce their Pretreatment Program to implement the prohibitions against the
introduction of the following wastes in the waste treatment or waste collection system [40 CFR 403.5(b)]:
(1) Pollutants which create a fire or explosion hazard in the POTW, including, but not limited to,
wastestreams with a closed cup flashpoint of less than 140 degrees Fahrenheit or 60 degrees Centigrade
using the test methods specified in 40 CFR 261.21;
(2) Pollutants which cause corrosive structural damage to the POTW, but in no case discharges with pH lower
than 5.0, unless the works is specifically designed to accommodate such discharges;
Solid or viscous pollutants in amounts which cause obstruction to the flow in the POTW resulting in
Interference;
(4) Any pollutant, including oxygen demanding pollutants (BOD, etc.) released in a Discharge at a flow rate
and/or pollutant concentration which will cause Interference with the POTW;
Heat in amounts which will inhibit biological activity in the POTW resulting in Interference, but in no
case heat in such quantities that the temperature at the POTW Treatment Plant exceeds 40°C (104°F)
unless the Division, upon request of the POTW, approves alternate temperature limits;
(6) Petroleum oil, non -biodegradable cutting oil, or products of mineral oil origin in amounts that will cause
Interference or Pass Through;
Pollutants which result in the presence of toxic gases, vapors, or fumes within the POTW in a quantity that
may cause acute worker health and safety problems; or
(8) Any trucked or hauled pollutants, except at discharge points designated by the POTW.
c. The Permittee shall investigate the source of all discharges into the POTW, including slug loads and other
unusual discharges, which have the potential to adversely impact the Permittee's Pretreatment Program and/or
the operation of the POTW.
The Permittee shall report such discharges into the POTW to the Director or the appropriate Regional Office.
Any information shall be provided orally within 24 hours from the time the Permittee became aware of the
circumstances. A written submission shall also be provided within 5 days of the time the Permittee becomes
aware of the circumstances. The written submission shall contain a description of the discharge; the
investigation into possible sources; the period of the discharge, including exact dates and times; if the
discharge has not ceased, the anticipated time it is expected to continue; and steps taken or planned to reduce,
eliminate, and prevent reoccurrence of the noncompliance,
All POTWs must provide adequate notice to the Director of the following [40 CFR 122.42(b)]:
1. Any new introduction of pollutants into the POTW from an indirect discharger, regardless of the means of
transport, which would be subject to section 301 or 306 of CWA if it were directly discharging those pollutants;
and
2. Any substantial change in the volume or character of pollutants being introduced by an indirect discharger as
influent to that POTW at the time of issuance of the permit.
3. For purposes of this paragraph, adequate notice shall include information on (1) the quality and quantity of effluent
introduced into the POTW, and (2) any anticipated impact that may result from the change of the quantity or
quality of effluent to be discharged from the POTW.
(3)
(5)
(7)
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3. With regard to the effluent requirements listed in Part I of this permit, it may be necessary for the Permittee to
supplement the requirements of the Federal Pretreatment Standards (40 CFR, Part 403) to ensure compliance by
the Permittee with all applicable effluent limitations. Such actions by the Permittee may be necessary regarding
some or all of the industries discharging to the municipal system.
4. The Permittee shall require any Industrial User (IU) discharging to the POTW to meet Federal Pretreatment
Standards developed under Section 307(b) of the Act as amended (which includes categorical standards and
specific local limits, best management practices and narrative requirements). Prior to accepting wastewater from
any Significant Industrial User (SIU), the Permittee shall either develop and submit to the Division a new
Pretreatment Program or, as necessary, a modification of an existing Pretreatment Program, for approval as
required under section D below as well as 15A NCAC 02H .0907(a) and (b). [40 CFR 122.44(j)(2)]
5. This permit shall be modified, or alternatively, revoked and reissued, to incorporate or modify an approved POTW
Pretreatment Program or to include a compliance schedule for the development of a POTW Pretreatment Program
as required under Section 402 (b)(8) of the CWA and implementing regulations or by the requirements of the
approved State pretreatment program, as appropriate.
Section D. Pretreatment Programs
Under authority of sections 307 (b) and (c) and 402(b)(8) of the CWA and implementing regulations 40 CFR 403,
North Carolina General Statute 143-215.3(14) and implementing regulations 15A NCAC 02H .0900, and in accordance
with the approved pretreatment program, all provisions and regulations contained and referenced in the pretreatment
program submittal are an enforceable part of this permit. [40 CFR 122.44(j)(2)]
The Permittee shall operate its approved pretreatment program in accordance with Section 402(b)(8) of the CWA, 40
CFR 403, 15A NCAC 02H .0900, and the legal authorities, policies, procedures, and fmancial provisions contained in
its pretreatment program submission and Division approved modifications thereof. Such operation shall include but is
not limited to the implementation of the following conditions and requirements. Terms not defined in Part II or Part IV
of this permit are as defined in 15A NCAC 02H .0903 and 40 CFR 403.3.
1. Sewer Use Ordinance (SUO)
The Permittee shall maintain adequate legal authority to implement its approved pretreatment program. [15A
NCAC 02H .0903(b)(32), .0905 and .0906(b)(1); 40 CFR 403.8(f)(1) and 403.9(b)(1) and (2)]
2. Industrial Waste Survey (IWS)
The Permittee shall implement an IWS consisting of the survey of users of the POTW collection system or
treatment plant, as required by 40 CFR 403.8(f)(2)(i-iii) and 15A NCAC 02H .0905 [also 40 CFR 122.44(j)(1)],
including identification of all Industrial Users that may have an impact on the POTW and the character and amount
of pollutants contributed to the POTW by these Industrial Users and identification of those Industrial Users
meeting the definition of SIU. Where the Permittee accepts wastewater from one or more satellite POTWs, the
IWS for the Permittee shall address all satellite POTW services areas, unless the pretreatment program in those
satellite service areas is administered by a separate Permittee with an approved Pretreatment Program. The
Permittee shall submit a summary of its IWS activities to the Division at least once every five years, and as
required by the Division. The IWS submission shall include a summary of any investigations conducted under
paragraph C.2.c. of this Part. [15A NCAC 02H .0903(b)(13), .0905 and .0906(b)(2); 40 CFR 403.8(0(2) and 403.9]
3. Monitoring Plan
The Permittee shall implement a Division -approved Monitoring Plan for the collection of facility specific data to
be used in a wastewater treatment plant Headworks Analysis (HWA) for the development of specific pretreatment
local limits. Effluent data from the Plan shall be reported on the DMRs (as required by Parts II.D and II.E.5.). [15A
NCAC 02H .0903(b)(16), .0906(b)(3) and .0905]
4. Headworks Analysis (HWA) and Local Limits
The Permittee shall obtain Division approval of a HWA at least once every five years, and as required by the
Division. Within 180 days of the effective date of this permit (or any subsequent permit modification) the
Permittee shall submit to the Division a written technical evaluation of the need to revise local limits (i.e., an
updated HWA or documentation of why one is not needed) [40 CFR 122.44]. The Permittee shall develop, in
accordance with 40 CFR 403.5(c) and 15A NCAC 02H .0909, specific Local Limits to implement the prohibitions
listed in 40 CFR 403.5(a) and (b) and 15A NCAC 02H .0909. Pursuant to 40 CFR 403.5, local limits are
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NPDES Permit Standard Conditions
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enforceable Pretreatment Standards as defined by 40 CFR 403.3(1). [15A NCAC 02H .0903(b)(10), .0905, and
.0906(b)(4)]
5. Industrial User Pretreatment Permits (IUP) & Allocation Tables
In accordance with NCGS 143-215.1, the Permittee shall issue to all Significant Industrial Users, permits for
operation of pretreatment equipment and discharge to the Permittee's collection system or treatment works. These
permits shall contain limitations, sampling protocols, reporting requirements, appropriate standard and special
conditions, and compliance schedules as necessary for the installation of treatment and control technologies to
assure that their wastewater discharge will meet all applicable pretreatment standards and requirements. The
Permittee shall maintain a current Allocation Table (AT) which summarizes the results of the HWA and the limits
from all lUPs. Permitted IUP loadings for each parameter cannot exceed the treatment capacity of the POTW as
determined by the HWA. [15A NCAC 02H .0906(b)(6), .0909, .0916, and .0917; 40 CFR 403.5, 403.8(f)(1)(iii);
NCGS 143-215.67(a)]
6. Authorization to Construct (AtC)
The Permittee shall ensure that an Authorization to Construct permit (AtC) is issued to all applicable Industrial
Users for the construction or modification of any pretreatment facility. Prior to the issuance of an AtC, the
proposed pretreatment facility and treatment process must be evaluated for its capacity to comply with all
Industrial User Pretreatment Permit (IUP) limitations. [15A NCAC 02H .0906(b)(7) and .0905; NCGS 143-
215.1(a)(8)]
7. POTW Inspection & Monitoring of their lUs
The Permittee shall conduct inspection, surveillance, and monitoring activities as described in its Division
approved pretreatment program in order to determine, independent of information supplied by Industrial Users,
compliance with applicable pretreatment standards. [15A NCAC 02H .0908(e); 40 CFR 403.8(f)(2)(v)] The
Permittee must:
a. Inspect all Significant Industrial Users (SIUs) at least once per calendar year;
b. Sample all Significant Industrial Users (SIUs) at least once per calendar year for all SIU permit -limited
parameters including flow except as allowed under 15A NCAC .0908(e); and
c. At least once per year, document an evaluation of any non -significant categorical Industrial User for
compliance with the requirements in 40 CFR 403.3(v)(2), and either continue or revoke the designation as non-
significant.
8. IU Self Monitoring and Reporting
The Permittee shall require all Industrial Users to comply with the applicable monitoring and reporting
requirements outlined in the Division -approved pretreatment program, the industry's pretreatment permit, or in 15A
NCAC 02H .0908. [15A NCAC 02H .0906(b)(5) and .0905; 40 CFR 403.8(f)(1)(v) and (2)(iii); 40 CFR
122.44(j)(2) and 40 CFR 403.12]
9. Enforcement Response Plan (ERP)
The Permittee shall enforce and obtain appropriate remedies for violations of all pretreatment standards
promulgated pursuant to section 307(b) and (c) of the CWA (40 CFR 405 et. seq.), prohibitive discharge standards
as set forth in 40 CFR 403.5 and 15A NCAC 02H .0909, specific local limitations, and other pretreatment
requirements. All remedies, enforcement actions and other, shall be consistent with the Enforcement Response
Plan (ERP) approved by the Division. [15A NCAC 02H .0903(b)(7), .0906(b)(8) and .0905; 40 CFR 403.8(f)(5)]
10. Pretreatment Annual Reports (PAR)
The Permittee shall report to the Division in accordance with 15A NCAC 02H .0908. In lieu of submitting annual
reports, Modified Pretreatment Programs developed under 15A NCAC 02H .0904 (b) may be required to submit a
partial annual report or to meet with Division personnel periodically to discuss enforcement of pretreatment
requirements and other pretreatment implementation issues.
For all other active pretreatment programs, the Permittee shall submit two copies of a Pretreatment Annual Report
(PAR) describing its pretreatment activities over the previous calendar year to the Division at the following
address:
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NPDES Permit Standard Conditions
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NC DEQ / Division of Water Resources / Water Quality Permitting Section
Pretreatment, Emergency Response, and Collection Systems (PERCS) Unit
1617 Mail Service Center
Raleigh, North Carolina 27699-1617
These reports shall be submitted by March 1 of each year and shall contain the following:
a. Narrative
A narrative summary detailing actions taken, or proposed, by the Permittee to correct significant non-
compliance and to ensure compliance with pretreatment requirements;
b. Pretreatment Program Summary (PPS)
A pretreatment program summary (PPS) on forms or in a format provided by the Division;
c. Significant Non -Compliance Report (SNCR)
A list of Industrial Users (IUs) in significant noncompliance (SNC) with pretreatment requirements, and the
nature of the violations on forms or in a format provided by the Division;
d. Industrial Data Summary Forms (IDSF)
Monitoring data from samples collected by both the POTW and the Significant Industrial Users (SIUs). These
analytical results must be reported on Industrial Data Summary Forms (IDSF) or on other forms or in a format
provided by the Division;
e. Other Information
Copies of the POTW's allocation table, new or modified enforcement compliance schedules, public notice of
IUs in SNC, a summary of data or other information related to significant noncompliance determinations for
IUs that are not considered SIUs, and any other information, upon request, which in the opinion of the Director
is needed to determine compliance with the pretreatment implementation requirements of this permit;
11. Public Notice
The Permittee shall publish annually a list of Industrial Users (IUs) that were in significant noncompliance (SNC)
as defined in the Permittee's Division -approved Sewer Use Ordinance with applicable pretreatment requirements
and standards during the previous twelve month period. This list shall be published within four months of the
applicable twelve-month period. [15A NCAC 02H .0903(b)(34), .0908(b)(5) and .0905 and 40 CFR
403.8(f)(2)(viii)]
12. Record Keeping
The Permittee shall retain for a minimum of three years records of monitoring activities and results, along with
support information including general records, water quality records, and records of industrial impact on the
POTW and shall retain all other Pretreatment Program records as required by 15A NCAC 02H .0908(f). [15A
NCAC 02H .0908(f); 40 CFR 403.12(o)]
13. Pretreatment Program Resources
The Permittee shall maintain adequate funding and qualified personnel to accomplish the objectives of its approved
pretreatment program. and retain a written description of those current levels of inspection. [15A NCAC 02H
.0906(b)(9) and (10) and .0905; 40 CFR 403.8(0(3), 403.9(b)(3)]
14. Modification to Pretreatment Programs
Modifications to the approved pretreatment program including but not limited to local limits modifications, POTW
monitoring of their Significant Industrial Users (SIUs), and Monitoring Plan modifications, shall be considered a
permit modification and shall be governed by 40 CFR 403.18, 15 NCAC 02H .0114 and 15A NCAC 02H .0907.
Version 11/09/2011.2

ROY COOPER
Governor
ELIZABETH S. BISER
Secretary
S. DANIEL SMITH
Director
NORTH CAROLINA
Environmental Quality
PERMIT NAME/OWNERSHIP CHANGE FORM
I. CURRENT PERMIT INFORMATION:
Permit Number: NC007 /4 /4 /4 /6 or NCG5 / / / /
1. Facility Name: Hilltop MHP
II. NEW OWNER/NAME INFORMATION:
1. This request for a name change is a result of:
_x_a. Change in ownership of property/company
b. Name change only
c. Other (please explain):
2. New owner's name (name to be put on permit):
Hilltop MHP Chapel Hilll NC, LLC
3. New owner's or signing official's name and title: Hilltop MHP Chapel Hilll NC, LLC
(Person legally responsible for permit)
Owner
(Title)
4. Mailing address: 75 W. Towne Ridge Parkway, Suite 201 City: Sandy
State: UT Zip Code: 84070 Phone: (303 ) 818-6762
E-mail address: [e-mail]
THIS APPLICATION PACKAGE WILL NOT BE ACCEPTED BY THE DIVISION UNLESS ALL OF THE
APPLICABLE ITEMS LISTED BELOW ARE INCLUDED WITH THE SUBMITTAL.
REQUIRED ITEMS:
1. This completed application form
2. Legal documentation of the transfer of ownership (such as a property deed, articles of
incorporation, or sales agreement)
[see reverse side of this page for signature requirements]
£ D_E
NORTH CAROLINA
Department of Environmental Quality
North Carolina Department of Environmental Quality I Division of Water Resources
512 North Salisbury Street 11617 Mail Service Center I Raleigh, North Carolina 27699-1617
919.707.9000

Applicant's Certification:
Jake Krantz
NPDES Name & Ownership Change
Page 2 of 2
, attest that this application for a
name/ownership change has been reviewed and is accurate and complete to the best of my
knowledge. I understand that if all required parts of this application are not completed and that
if all required supporting information and attachments are not included, this application
package will be returned as incomplete.
Signature:
Date: 8/12/2022
THE COMPLETED APPLICATION PACKAGE, INCLUDING ALL SUPPORTING
INFORMATION & MATERIALS, SHOULD BE SENT TO THE FOLLOWING ADDDRESS:
NC DEQ / DWR / NPDES
1617 Mail Service Center
Raleigh, NC 27699-1617
Version 7/2016

PREPARED BY AND UPON
RECORDATION RETURN TO:
Ballard Spahr LLP
300 E. Lombard Street, 18th Floor
Baltimore, Maryland 21202-3268
Attention: Benjamin A. Kelley
REVIEWED BY:
Moore & Van Allen PLLC
100 North Tryon Street, Suite 4700
Charlotte, North Carolina 28202
Attention: Michael P. Hebert Esq.
HILLTOP MHP CHAPEL HILL NC, LLC, as grantor
to
First American Title Insurance Company, a Nebraska corporation, as trustee,
For the benefit of
OREC STRUCTURED FINANCE CO., LLC as, beneficiary
DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS,
SECURITY AGREEMENT AND FIXTURE FILING
Location:
Section:
Block:
Lot:
County:
DMFIRM #401189941 v1
Dated: As of December 29, 2021
1
First American Title Insurance
National Commercial Services
NCS - 1081526 -CO

THE COLLATERAL IS OR INCLUDES FIXTURES. THIS SECURITY INSTRUMENT
COVERS GOODS THAT ARE OR WILL BECOME FIXTURES ON THE DESCRIBED REAL
PROPERTY AND SHOULD BE FILED FOR RECORD IN THE REAL PROPERTY RECORDS
WHERE DEEDS OF TRUST ON REAL ESTATE ARE RECORDED. THIS SECURITY
INSTRUMENT SHOULD ALSO BE INDEXED AS A UNIFORM COMMERCIAL CODE
FINANCING STATEMENT COVERING GOODS THAT ARE OR WILL BECOME FIXTURES
ON THE DESCRIBED REAL PROPERTY. THE MAILING ADDRESSES OF THE SECURED
PARTY AND THE DEBTOR ARE WITHIN. THIS SECURITY INSTRUMENT SECURES
FUTURE ADVANCES.
DMFIRM #401189941 v1 2

THIS DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY
AGREEMENT AND FIXTURE FILING (this "Security Instrument") is made as of this 29t1
day of December, 2021, by HILLTOP MHP CHAPEL HILL NC, LLC, having its principal
place of business at c/o Roots Management Group, LLC, 16400 Dallas Parkway, Suite 305,
Dallas, Texas 75025, as grantor (together with its permitted successors and assigns,
"Borrower"), to First American Title Insurance Company, a Nebraska corporation, having an
address at 1380 17th Street Denver, CO 80202 (together with its successors and assigns,
"Trustee"), as trustee, for the benefit of OREC STRUCTURED FINANCE CO., LLC, having
an address at c/o ORIX Real Estate Capital, LLC, 10 W. Broad Street, 8th Floor, Columbus,
Ohio 43215, (together with its successors and assigns, "Lender"), as beneficiary; and joined
into by HH HILLTOP MHP CHAPEL HILL NC, LLC, a Delaware limited liability
company, having its principal place of business at c/o Roots Management Group, LLC, 16400
Dallas Parkway, Suite 305, Dallas, Texas 75025, (together with its permitted successors and
assigns, "Affiliated Master Lessee"). All capitalized terms not defined herein shall have the
respective meanings set forth in the Loan Agreement (defined below).
RECITALS:
This Security Instrument is given to Lender to secure a certain loan in the original
principal amount of $34,464,000.00 (the "Loan") advanced pursuant to a certain loan agreement
between Borrower, and other Affiliates of Borrower, and Lender (as the same may have been or
may be amended, restated, replaced, supplemented or otherwise modified from time to time, the
"Loan Agreement"), which such Loan is evidenced by, among other things, a certain
Promissory Note executed in connection with the Loan Agreement (together with all extensions,
renewals, replacements, restatements or other modifications thereof, whether one or more being
hereinafter collectively referred to as the "Note"). The stated maturity date of the Note
(exclusive of any acceleration thereof as provided in the Loan Documents) is January 6, 2025;
Borrower desires to secure the payment of the outstanding principal amount set forth in,
and evidenced by, the Loan Agreement and the Note together with all interest accrued and
unpaid thereon and all other sums due to Lender in respect of the Loan under the Note, the Loan
Agreement, this Security Instrument or any of the other Loan Documents (defined below)
(collectively, the "Debt") and the performance of all of the obligations due under the Note, the
Loan Agreement and all other documents, agreements and certificates executed and/or delivered
in connection with the Loan (as the same may be amended, restated, replaced, supplemented or
otherwise modified from time to time, collectively, the "Loan Documents");
Borrower and Affiliated Master Lessee have entered into that certain Master Lease dated
as of even date herewith (as may be amended, restated, replaced, supplemented or otherwise
modified from time to time, the "Master Lease") pursuant to which Affiliated Master Lessee is a
master lessee of certain Manufactured Homes owned by Affiliated Master Lessee and located on
the Land (defined below) more specifically set forth on Schedule I attached hereto (the "Park -
Owned Homes"); and
DMFIRM #401189941 v1

This Security Instrument is given pursuant to the Loan Agreement, and payment,
fulfillment, and performance of the obligations due thereunder and under the other Loan
Documents are secured hereby in accordance with the terms hereof.
Article 1 — GRANTS OF SECURITY
Section 1.1. PROPERTY MORTGAGED. Borrower has mortgaged, granted, bargained,
sold, pledged, assigned, warranted, transferred, given, conveyed and granted and does by these
presents hereby irrevocably mortgage, grant, bargain, sell, pledge, assign, warrant, transfer,
convey and grant a security interest to Trustee and its heirs, successors and assigns, all of
Borrower's right, title and interest in and to the following property, rights, interests and estates
now owned, or hereafter acquired by Borrower (excluding all property of Manager or tenants to
the extent Borrower shall have any right or interest therein) (collectively, the "Borrower
Property", and together with the Affiliated Master Lessee Property (defined below),
collectively, the "Property"):
(a) Land. The real property described in Exhibit A attached hereto and made a
part hereof (collectively, the "Land");
(b) Additional Land. All additional lands, estates and development rights
hereafter acquired by Borrower for use in connection with the Land and the development of the
Land and all additional lands and estates therein which may, from time to time, by supplemental
mortgage or otherwise be expressly made subject to the lien of this Security Instrument;
(c) Improvements. The buildings, each portion of the Property constituting a
base or foundation for mobile home structures and any additional portion of the Property leased
in connection therewith (each a "Pad" and collectively, the "Pads"), fixtures, additions,
enlargements, extensions, modifications, repairs, replacements and improvements now or
hereafter erected or located on the Land (collectively, the "Improvements");
(d) Easements. All easements, rights -of -way or use, rights, strips and gores of
land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers,
air rights and development rights, and all estates, rights, titles, interests, privileges, liberties,
servitudes, tenements, hereditaments and appurtenances of any nature whatsoever, in any way
now or hereafter belonging, relating or pertaining to the Land and the Improvements and the
reversions and remainders, and all land lying in the bed of any street, road or avenue, opened or
proposed, in front of or adjoining the Land, to the center line thereof and all the estates, rights,
titles, interests, rights of dower, rights of curtesy, property, possession, claim and demand
whatsoever, both at law and in equity, of Borrower of, in and to the Land and the Improvements,
and every part and parcel thereof, with the appurtenances thereto;
(e) Fixtures and Personal Property. All machinery, equipment, mobile home
units or manufactured housing units, fixtures (including, but not limited to, all heating, air
conditioning, plumbing, lighting, communications and elevator fixtures), furniture, software used
in or to operate any of the foregoing and other property of every kind and nature whatsoever
owned by Borrower, or in which Borrower has or shall have an interest, now or hereafter located
upon the Land and the Improvements, or appurtenant thereto, and usable in connection with the
2

present or future operation and occupancy of the Land and the Improvements and all building
equipment, materials and supplies of any nature whatsoever owned by Borrower, or in which
Borrower has or shall have an interest, now or hereafter located upon the Land and the
Improvements, or appurtenant thereto, or usable in connection with the present or future
operation and occupancy of the Land and the Improvements (collectively, the "Personal
Property"), and the right, title and interest of Borrower in and to any of the Personal Property
which may be subject to any security interests, as defined in the Uniform Commercial Code, as
adopted and enacted by the state or states where any of the Property is located (the "Uniform
Commercial Code"), and all proceeds and products of the above. Notwithstanding the
foregoing, Property (including any reference to "fixtures" used in the Loan Documents) shall
expressly exclude manufactured homes (including mobile home units and housing units) or RV
Homes owned by (i) unaffiliated third party tenants under the Leases, and/or (ii) affiliates of
Borrower. For the avoidance of doubt, recreational vehicles and RV Homes described in the
preceding sentence do not constitute Improvements, Fixtures, Goods, or Personal Property (as
defined in the Loan Documents or the UCC) or otherwise form a part of the Property that are
subject to the lien and security interest of this Security Instrument or the Loan). "RV Home"
means a recreational vehicle or a "park model" home, as defined under applicable law. "RV
Homes" means more than one RV Home;
(f) Leases and Rents. All leases, subleases, subsubleases, lettings, licenses,
concessions or other agreements (whether written or oral) pursuant to which any Person is
granted a possessory interest in, or right to use or occupy all or any portion of the Land and the
Improvements, and every modification, amendment or other agreement relating to such leases,
subleases, subsubleases, or other agreements entered into in connection with such leases,
subleases, subsubleases, or other agreements and every guarantee of the performance and
observance of the covenants, conditions and agreements to be performed and observed by the
other party thereto, heretofore or hereafter entered into, whether before or after the filing by or
against Borrower of any petition for relief under any Creditors Rights Laws (collectively, the
"Leases") and all right, title and interest of Borrower, its successors and assigns therein and
thereunder, including, without limitation, cash or securities deposited thereunder to secure the
performance by the lessees of their obligations thereunder and all rents, additional rents, rent
equivalents, moneys payable as damages or in lieu of rent or rent equivalents, royalties
(including, without limitation, all oil and gas or other mineral royalties and bonuses), income,
receivables, receipts, revenues, deposits (including, without limitation, security, utility and other
deposits), accounts, cash, issues, profits, charges for services rendered, and other consideration
of whatever form or nature received by or paid to or for the account of or benefit of Borrower or
its agents or employees from any and all sources arising from or attributable to the Property,
including, all receivables, customer obligations, installment payment obligations and other
obligations now existing or hereafter arising or created out of the sale, lease, sublease, license,
concession or other grant of the right of the use and occupancy of property or rendering of
services by Borrower or Manager and proceeds, if any, from business interruption or other loss
of income insurance whether paid or accruing before or after the filing by or against Borrower of
any petition for relief under any Creditors Rights Laws (collectively, the "Rents") and all
proceeds from the sale or other disposition of the Leases and the right to receive and apply the
Rents to the payment of the Debt. The term Leases includes all POH Subleases (defined below),
and the term Rents includes all POH Rents (defined below);
3

(g) Insurance Proceeds. All insurance proceeds in respect of the Property
under any insurance policies covering the Property, including, without limitation, the right to
receive and apply the proceeds of any insurance, judgments, or settlements made in lieu thereof,
for damage to the Property, subject to the provisions contained in Article V of the Loan
Agreement (collectively, the "Insurance Proceeds");
(h) Condemnation Awards. All condemnation awards, including interest
thereon, which may heretofore and hereafter be made with respect to the Property by reason of
any taking or condemnation, whether from the exercise of the right of eminent domain
(including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of the
right), or for a change of grade, or for any other injury to or decrease in the value of the Property,
subject to the provisions contained in Article V of the Loan Agreement (collectively, the
"Awards");
(i) Tax Certiorari. All refunds, rebates or credits in connection with reduction
in real estate taxes and assessments charged against the Property as a result of tax certiorari or
any applications or proceedings for reduction;
(j) Rights. The right, in the name and on behalf of Borrower, subject to, and
in accordance with the terms of the Loan Documents, to appear in and defend any action or
proceeding brought with respect to the Property and to commence any action or proceeding to
protect the interest of Lender in the Property;
(k) Agreements. To the extent permitted by applicable law, all agreements,
contracts, certificates, instruments, franchises, permits, licenses, plans, specifications and other
documents, now or hereafter entered into, and all rights therein and thereto, respecting or
pertaining to the use, occupation, construction, management or operation of the Land and any
part thereof and any Improvements or any business or activity conducted on the Land and any
part thereof and all right, title and interest of Borrower therein and thereunder, including, without
limitation, the right, subject to and in accordance with the terms and provisions set forth in the
Loan Documents, upon the happening of any default hereunder, to receive and collect any sums
payable to Borrower thereunder;
(1) Intangibles. All tradenames, tenant or guest lists, advertising materials,
telephone exchange numbers identified in such materials, trademarks, servicemarks, logos,
copyrights, goodwill, books and records and all other general intangibles relating to or used in
connection with the operation of the Property, excluding the names "Roots", "OZ", "Treehouse",
"Vineyards" or any variants thereof, or the logos associated with such names;
(m) Accounts. All reserves, escrows and deposit accounts maintained by
Borrower with respect to the Property, including without limitation, the Accounts and all cash,
checks, drafts, certificates, securities, investment property, financial assets, instruments and other
property held therein from time to time and all proceeds, products, distributions or dividends or
substitutions thereon and thereof, but without limiting the right of Borrower to distribute funds to
its equity owners in accordance with the terms of the Loan Documents and its organizational
documents in the absence of an Event of Default and a Cash Management Trigger Event
(collectively, the "Accounts");
4

(n) Accounts Receivable. All rights, title and interest of Borrower arising
from the operation of the Property in and to all payments for goods or property sold or leased or
for services rendered, whether or not yet earned by performance, and not evidenced by an
instrument or chattel paper, (hereinafter referred to as "Accounts Receivable") including,
without limiting the generality of the foregoing, (i) all accounts, contract rights, book debts, and
notes arising from the operation of a mobile home park on the Property or arising from the sale,
lease or exchange of goods or other property and/or the performance of services, (ii) Borrower's
right to payment from any consumer credit /charge card organization or entity (such as, or
similar to, the organizations or entities which sponsor and administer the American Express
Card, the Visa Card or the Mastercard), (iii) Borrower's rights in, to and under all purchase
orders for goods, services or other property, (iv) Borrower's rights to any goods, services or
other property represented by any of the foregoing, (v) monies due to or to become due to
Borrower under all contracts for the sale, lease or exchange of goods or other property and/or the
performance of services including the right to payment of any interest or finance charges in
respect thereto (whether or not yet earned by performance on the part of Borrower) and (vi) all
collateral security and guaranties of any kind given by any person or entity with respect to any of
the foregoing. Accounts Receivable shall include those now existing or hereafter created,
substitutions therefore, proceeds (whether cash or non -cash, movable, or immovable, tangible or
intangible) received upon the sale, exchange, transfer, collection or other disposition or
substitution thereof and any and all of the foregoing and proceeds therefrom;
(o) Proceeds. All proceeds of any of the foregoing items set forth in
subsections (a) through (q) including, without limitation, Insurance Proceeds and Awards,
whether cash, liquidation claims (or other claims) or otherwise; and
(p) Other Rights. Any and all other rights of Borrower in and to the items set
forth in subsections (a) through (p) above and subject to the provisions contained in Article V of
the Loan Agreement.
In addition, Affiliated Master Lessee hereby irrevocably mortgages, bargains, sells, pledges,
assigns, warrants, transfers, conveys and grants a security interest to Trustee and its heirs,
successors and assigns, all of Affiliated Master Lessee's right, title and interest in and to the
following property, rights, interests and estates with respect to the Park Owned Homes now
owned by Affiliated Master Lessee (collectively, the "Affiliated Master Lessee Property"):
(q) All leases, subleases, subsubleases, lettings, licenses, concessions or other
agreements (whether written or oral) pursuant to which any Person is granted a possessory
interest in, or right to use or occupy a Park -Owned Home, and every modification, amendment or
other agreement relating to such leases, subleases, subsubleases, or other agreements entered into
in connection with such leases, subleases, subsubleases, or other agreements and every guarantee
of the performance and observance of the covenants, conditions and agreements to be performed
and observed by the other party thereto, heretofore or hereafter entered into, whether before or
after the filing by or against Affiliated Master Lessee of any petition for relief under any
Creditors Rights Laws (collectively, the "POH Subleases") and all right, title and interest of
Affiliated Master Lessee, its successors and assigns therein and thereunder, including, without
limitation, cash or securities deposited thereunder to secure the performance by the lessees of
their obligations thereunder and all rents, additional rents, rent equivalents, moneys payable as
5

damages or in lieu of rent or rent equivalents, royalties (including, without limitation, all oil and
gas or other mineral royalties and bonuses), income, receivables, receipts, revenues, deposits
(including, without limitation, security, utility and other deposits), accounts, cash, issues, profits,
charges for services rendered, and other consideration of whatever form or nature received by or
paid to or for the account of or benefit of Affiliated Master Lessee or its agents or employees
from any and all sources arising from or attributable to the Park -Owned Homes, including, all
receivables, customer obligations, installment payment obligations and other obligations now
existing or hereafter arising or created out of the sale, lease, sublease, license, concession or
other grant of the right of the use and occupancy of property or rendering of services by
Affiliated Master Lessee or Manager and proceeds, if any, from business interruption or other
loss of income insurance whether paid or accruing before or after the filing by or against
Affiliated Master Lessee of any petition for relief under any Creditors Rights Laws (collectively,
the "POH Rents") and all proceeds from the sale or other disposition of the POH Subleases and
the right to receive and apply the POH Rents to the payment of the Debt. Notwithstanding the
foregoing, and for the avoidance of doubt, the Affiliated Master Lessee Property does not, and
shall not include any interest of Master Lessee in the Park Owned Homes themselves, and the
Park Owned Homes themselves shall not be considered collateral for the Loan;
This Section 1.1 is intended to grant in favor of Lender a first priority continuing lien and
security interest in all of the Property. Borrower and Affiliate Master Lessee authorize Lender
and its counsel to file UCC financing statements in form and substance satisfactory to Lender,
with respect to the Borrower, describing the collateral as all assets of Borrower and all of the
Property of Borrower or using words with similar effect, and, with respect to the Affiliated
Master Lessee, describing the collateral as the Affiliated Master Lessee Property.
Section 1.2. ASSIGNMENT OF RENTS. Borrower hereby absolutely and unconditionally
assigns to Lender and Trustee all of Borrower's right, title and interest in and to all current and
future Leases and Rents; it being intended by Borrower that this assignment constitutes a present,
absolute assignment and not an assignment for additional security only. Nevertheless, subject to
the terms of the Loan Agreement and Section 8.1(h) of this Security Instrument, Lender grants to
Borrower a revocable license to (i) collect, receive, use and enjoy the Rents and Borrower shall
hold the Rents, or a portion thereof sufficient to discharge all current sums due on the Debt, for
use in the payment of such sums, and (ii) enforce and administer the terms of the Leases and the
Master Lease (as defined in the Loan Agreement).
Affiliated Master Lessee hereby absolutely and unconditionally assigns to Lender
and Trustee all of Affiliated Master Lessee's respective right, title and interest in and to all
current and future POH Subleases and POH Rents with respect to the Park Owned Homes now
owned by Affiliated Master Lessee; it being intended by Affiliated Master Lessee that this
assignment constitutes a present, absolute assignment and not an assignment for additional
security only. Nevertheless, subject to the terms of the Loan Agreement and Section 8.1(h) of
this Security Instrument, Lender grants to Affiliated Master Lessee a revocable license to (i)
collect, receive, use and enjoy such POH Rents and Affiliated Master Lessee shall hold such
POH Rents, or a portion thereof sufficient to discharge all current sums due on the Debt, for use
in the payment of such sums, and (ii) enforce and administer the terms of the POH Subleases.
6

Section 1.3. SECURITY AGREEMENT. This Security Instrument is both a real property
mortgage and a "security agreement" within the meaning of the Uniform Commercial Code. The
Property includes both real and personal property and all other rights and interests, whether
tangible or intangible in nature, of Borrower in the Property. By executing and delivering this
Security Instrument, Borrower hereby grants to Lender and Trustee, as security for the
Obligations (hereinafter defined), a security interest in the Personal Property to the full extent
that the Personal Property may be subject to the Uniform Commercial Code.
Section 1.4. FIXTURE FILING. Certain of the Property is or will become "fixtures" (as
that term is defined in the Uniform Commercial Code) on the Land, and this Security Instrument,
upon being filed for record in the real estate records of the city or county wherein such fixtures
are situated, shall be effective and operate also as a financing statement filed as a fixture filing in
accordance with North Carolina General Statutes § 25-9-502 and the other applicable
provisions of said Uniform Commercial Code upon such of the Property that is or may become
fixtures. Accordingly, in addition to its being filed as a Security Instrument, it shall also be filed
and indexed as a fixture filing.
Section 1.5. CONDITIONS TO GRANT. TO HAVE AND TO HOLD the above granted
and described Property unto Trustee and Trustee's heirs, successor and assigns for and on behalf
of Lender and to the use and benefit of Lender and Trustee and their successors and assigns,
forever; IN TRUST, WITH POWER OF SALE, to secure payment to Lender of the Debt at the
time and in the manner provided for its payment in the Note and the Loan Agreement;
PROVIDED, HOWEVER, these presents are upon the express condition that, if Lender shall be
well and truly paid the Debt at the time and in the manner provided in the Note, the Loan
Agreement and this Security Instrument, if Borrower shall well and truly perform the Other
Obligations as set forth in this Security Instrument and shall well and truly abide by and comply
with each and every covenant and condition set forth herein and in the Note, the Loan
Agreement and the other Loan Documents, these presents and the estate hereby granted shall
cease, terminate and be void.
Article 2 — DEBT AND OBLIGATIONS SECURED
Section 2.1. DEBT. This Security Instrument and the grants, assignments and transfers
made in Article 1 are given for the purpose of securing the Debt.
Section 2.2. OTHER OBLIGATIONS. This Security Instrument and the grants,
assignments and transfers made in Article 1 are also given for the purpose of securing the
performance of the following (the "Other Obligations"): (a) all other obligations of Borrower
contained herein; (b) each obligation of Borrower contained in the Loan Agreement and any
other Loan Document; and (c) each obligation of Borrower contained in any renewal, extension,
amendment, modification, consolidation, change of, or substitution or replacement for, all or any
part of the Note, the Loan Agreement or any other Loan Document.
Section 2.3. DEBT AND OTHER OBLIGATIONS. Borrower's obligations for the payment
of the Debt and the performance of the Other Obligations shall be referred to collectively herein
as the "Obligations."
7

Section 2.4. PAYMENT OF DEBT. Borrower will pay the Debt at the time and in the
manner provided in the Loan Agreement, the Note and this Security Instrument.
Section 2.5. INCORPORATION BY REFERENCE. All the covenants, conditions and
agreements contained in (a) the Loan Agreement, (b) the Note and (c) all and any of the other
Loan Documents, are hereby made a part of this Security Instrument to the same extent and with
the same force as if fully set forth herein.
Article 3 — PROPERTY COVENANTS
Borrower covenants and agrees that:
Section 3.1. INSURANCE. Borrower shall obtain and maintain, or cause to be obtained
and maintained, in full force and effect at all times insurance with respect to Borrower and the
Property as required pursuant to the Loan Agreement.
Section 3.2. TAXES AND OTHER CHARGES. Borrower shall pay all real estate and
personal property taxes, assessments, water rates or sewer rents (collectively "Taxes"), ground
rents, maintenance charges, impositions (other than Taxes), and any other charges, including,
without limitation, vault charges and license fees for the use of vaults, chutes and similar areas
adjoining the Property (collectively, "Other Charges"), now or hereafter levied or assessed or
imposed against the Property or any part thereof in accordance with the Loan Agreement.
Section 3.3. LEASES. Borrower shall not (and shall not permit any other applicable
Person to) enter in any Leases for all or any portion of the Property unless in accordance with the
provisions of the Loan Agreement.
Section 3.4. WARRANTY OF TITLE. Borrower has good, indefeasible, marketable and
insurable title to the Property and has the right to mortgage, grant, bargain, sell, pledge, assign,
warrant, transfer and convey the same. Borrower possesses an unencumbered fee simple absolute
estate in the Land and the Improvements except for the Permitted Encumbrances, such other
liens as are permitted pursuant to the Loan Documents and the liens created by the Loan
Documents. This Security Instrument, when properly recorded in the appropriate records,
together with any Uniform Commercial Code financing statements required to be filed in
connection therewith, will create (a) a valid, perfected first priority lien on the Property, subject
only to Permitted Encumbrances and the liens created by the Loan Documents and (b) perfected
security interests in and to, and perfected collateral assignments of, all personalty (including the
Leases), all in accordance with the terms thereof, in each case subject only to any applicable
Permitted Encumbrances, such other liens as are permitted pursuant to the Loan Documents and
the liens created by the Loan Documents. Borrower shall forever warrant, defend and preserve
the title and the validity and priority of the lien of this Security Instrument and shall forever
warrant and defend the same to Lender against the claims of all Persons whomsoever.
Article 4 — FURTHER ASSURANCES
Section 4.1. COMPLIANCE WITH LOAN AGREEMENT. Borrower shall comply with all
covenants set forth in the Loan Agreement relating to acts or other further assurances to be made
8

on the part of Borrower in order to protect and perfect the lien or security interest hereof upon,
and in the interest of Lender in, the Property.
Section 4.2. AUTHORIZATION TO FILE FINANCING STATEMENTS; POWER OF ATTORNEY.
Borrower hereby authorizes Lender at any time and from time to time to file any initial financing
statements, amendments thereto and continuation statements as authorized by applicable law, as
applicable to all or part of the Personal Property and as necessary or required in connection
herewith. For purposes of such filings, Borrower agrees to furnish any information requested by
Lender in good faith in connection therewith promptly upon request by Lender. Borrower also
ratifies its authorization for Lender to have filed any like initial financing statements,
amendments thereto or continuation statements, if filed prior to the date of this Security
Instrument. Borrower hereby irrevocably constitutes and appoints Lender and any officer or
agent of Lender, with full power of substitution, as its true and lawful attorneys -in -fact with full
irrevocable power and authority in the place and stead of Borrower or in Borrower's own name
to execute in Borrower's name any such documents and otherwise to carry out the purposes of
this Section 4.2, to the extent that Borrower's authorization above is not sufficient and Borrower
fails or refuses to promptly execute such documents. To the extent permitted by law, Borrower
hereby ratifies all acts said attorneys -in -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 attorney is a power coupled with
an interest and shall be irrevocable.
Article 5 — DUE ON SALE/ENCUMBRANCE
Section 5.1. No SALE/ENCUMBRANCE. Except in accordance with the express terms
and conditions contained in the Loan Agreement, Borrower shall not cause or permit a sale,
conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or grant of any options
with respect to, or any other transfer or disposition (directly or indirectly, voluntarily or
involuntarily, by operation of law or otherwise, and whether or not for consideration or of
record) of a direct or indirect legal or beneficial interest in the Property or any part thereof,
Borrower, any constituent owner or other holder of a direct or indirect equity interest in
Borrower, any indemnitor or other guarantor of the Loan.
Article 6 — PREPAYMENT; RELEASE OF PROPERTY
Section 6.1. PREPAYMENT. The Debt may not be prepaid in whole or in part except in
strict accordance with the express terms and conditions of the Note and the Loan Agreement.
Section 6.2. RELEASE OF PROPERTY. Borrower shall not be entitled to a release of any
portion of the Property from the lien of this Security Instrument except in accordance with terms
and conditions of the Loan Agreement.
Article 7 — DEFAULT
Section 7.1. EVENT OF DEFAULT. The term "Event of Default" as used in this Security
Instrument shall have the meaning assigned to such term in the Loan Agreement.
9

Article 8 — RIGHTS AND REMEDIES UPON DEFAULT
Section 8.1. REMEDIES. Upon the occurrence and during the continuance of any Event
of Default, Borrower agrees that Lender may or acting by or through Trustee may take such
action, without notice or demand (unless expressly required pursuant to the terms of the Loan
Agreement), as it deems advisable to protect and enforce its rights against Borrower and in and
to the Property, including, but not limited to, the following actions, each of which may be
pursued concurrently or otherwise, at such time and in such order as Lender or Trustee may
determine, in their sole discretion, without impairing or otherwise affecting the other rights and
remedies of Lender or Trustee:
(a) declare the entire unpaid Debt to be immediately due and payable;
(b) institute proceedings, judicial or otherwise, for the complete foreclosure of
this Security Instrument under any applicable provision of law, in which case the Property or any
interest therein may be sold for cash or upon credit in one or more parcels or in several interests
or portions and in any order or manner;
(c) with or without entry, to the extent permitted and pursuant to the
procedures provided by applicable law, institute proceedings for the partial foreclosure of this
Security Instrument for the portion of the Debt then due and payable, subject to the continuing
lien and security interest of this Security Instrument for the balance of the Debt not then due,
unimpaired and without loss of priority;
(d) sell for cash or upon credit the Property or any part thereof and all estate,
claim, demand, right, title and interest of Borrower therein and rights of redemption thereof,
pursuant to power of sale or otherwise, at one or more sales, as an entirety or in parcels, at such
time and place, upon such terms and after such notice thereof as may be required or permitted by
1 aw;
(e) institute an action, suit or proceeding in equity for the specific
performance of any covenant, condition or agreement contained herein, in the Note, the Loan
Agreement or in the other Loan Documents;
(f) recover judgment on the Note either before, during or after any
proceedings for the enforcement of this Security Instrument or the other Loan Documents;
(g) seek and obtain the appointment of a receiver, trustee, liquidator or
conservator of the Property, without notice and without regard for the adequacy of the security
for the Debt and without regard for the solvency of Borrower, any guarantor or indemnitor under
the Loan or any other Person liable for the payment of the Debt, which receiver shall, inter alia,
collect Rents, in each case, to the extent permitted pursuant to the procedures provided by
applicable law;
(h) the licenses granted to Borrower and Affiliated Master Lessee under
Section 1.2 hereof shall automatically be revoked and Lender may enter into or upon the
Property, either personally or by its agents, nominees or attorneys and dispossess Borrower,
Affiliated Master Lessee, and their respective agents and servants therefrom, without liability for
10

trespass, damages or otherwise and exclude Borrower, Affiliated Master Lessee, and their
respective agents or servants wholly therefrom, and take possession of all books, records and
accounts relating thereto and Borrower and Affiliated Master Lessee agree to surrender
possession of the Property and of such books, records and accounts to Lender upon demand, and
thereupon Lender may (i) use, operate, manage, control, insure, maintain, repair, restore and
otherwise deal with all and every part of the Property and conduct the business thereat; (ii)
complete any construction on the Property in such manner and form as Lender deems advisable;
(iii) make alterations, additions, renewals, replacements and improvements to or on the Property;
(iv) exercise all rights and powers of Borrower and Affiliated Master Lessee with respect to the
Property, whether in the name of Borrower and Affiliated Master Lessee or otherwise, including,
without limitation, the right to make, cancel, enforce or modify Leases, obtain and evict tenants,
and demand, sue for, collect and receive all Rents of the Property and every part thereof; (v)
require Borrower and Affiliated Master Lessee to pay monthly in advance to Lender, or any
receiver appointed to collect the Rents, the fair and reasonable rental value for the use and
occupation of such part of the Property as may be occupied by Borrower or Affiliated Master
Lessee, as applicable; (vi) require Borrower and Affiliated Master Lessee to vacate and surrender
possession of the Property to Lender or to such receiver and, in default thereof, Borrower and
Affiliated Master Lessee may be evicted by summary proceedings or otherwise; and (vii) apply
the receipts from the Property to the payment of the Debt, in such order, priority and proportions
as Lender shall deem appropriate in its sole discretion after deducting therefrom all expenses
(including reasonable attorneys' fees) incurred in connection with the aforesaid operations and
all amounts necessary to pay the Taxes, Other Charges, insurance and other expenses in
connection with the Property, as well as just and reasonable compensation for the services of
Lender, its counsel, agents and employees;
(i) subject to any limitation with respect thereto expressly set forth herein or
in any other Loan Documents, apply any sums then deposited or held in escrow or otherwise by
or on behalf of Lender in accordance with the terms of the Loan Agreement, this Security
Instrument or any other Loan Document and/or the Accounts to the payment of the following
items in any order in its sole discretion: (i) Taxes and Other Charges; (ii) insurance premiums;
(iii) interest on the unpaid principal balance of the Debt; (iv) amortization of the unpaid principal
balance of the Debt; and (v) all other sums payable pursuant to the Note, the Loan Agreement,
this Security Instrument and the other Loan Documents, including without limitation advances
made by Lender pursuant to the terms of this Security Instrument;
(j) surrender the insurance policies maintained pursuant to the Loan
Agreement with respect to the Property, collect the unearned insurance premiums for such
insurance policies and apply such sums as a credit on the Debt in such priority and proportion as
Lender in its discretion shall deem proper, and in connection therewith, Borrower hereby
appoints Lender as agent and attorney -in -fact (which is coupled with an interest and is therefore
irrevocable) for Borrower to collect such insurance premiums;
(k) apply the undisbursed balance of any deposit made by Borrower with
Lender in connection with the restoration of the Property after a casualty thereto or
condemnation thereof, together with interest thereon, to the payment of the Debt in such order,
priority and proportions as Lender shall deem to be appropriate in its discretion; and/or
11

(1) pursue such other remedies as Lender may have under applicable law.
In the event of a sale, by foreclosure, power of sale or otherwise, of less than all of Property, this
Security Instrument shall continue as a lien and security interest on the remaining portion of the
Property unimpaired and without loss of priority. Notwithstanding the provisions of this Section
to the contrary, if any Event of Default as described in Section 8.1(j) of the Loan Agreement
shall occur and be continuing with respect to Borrower or any SPE Component Entity, the entire
unpaid Debt shall be automatically due and payable, without any further notice, demand or other
action by Lender.
Section 8.2. APPLICATION OF PROCEEDS. Subject to the terms and provisions of Article
V of the Loan Agreement with respect to insurance proceeds and/or the amount of any Award,
upon the occurrence and during the continuance of any Event of Default, the purchase money,
proceeds and avails of any disposition of the Property (or any part thereof) and any other sums
collected by Lender pursuant to the Note, this Security Instrument or the other Loan Documents
may, in each case, be applied by Lender to the payment of the Debt in such order, priority and
proportions as Lender in its sole discretion shall determine
Section 8.3. RIGHT TO CURE DEFAULTS. Upon the occurrence and during the
continuance of any Event of Default, Lender may, but without any obligation to do so and
without notice (unless such notice is otherwise expressly required under the Loan Documents) to
or demand on Borrower and without releasing Borrower from any obligation hereunder, make
any payment or do any act required of Borrower hereunder in such manner and to such extent as
Lender may deem necessary to protect the security hereof. Lender or Trustee is authorized to
enter upon the Property for such purposes, or appear in, defend, or bring any action or
proceeding to protect its interest in the Property or to foreclose this Security Instrument or collect
the Debt, and the cost and expense thereof (including reasonable attorneys' fees to the extent
permitted by law), with interest as provided in this Section 8.3, shall constitute a portion of the
Debt and shall be due and payable to Lender upon demand. All such costs and expenses incurred
by Lender in remedying such Event of Default or such failed payment or act or in appearing in,
defending, or bringing any such action or proceeding shall bear interest at any default rate
specified in the Loan Agreement, if any (the "Default Rate"), for the period after notice from
Lender that such cost or expense was incurred to the date of payment to Lender. All such costs
and expenses incurred by Lender or Trustee together with interest thereon calculated at the
Default Rate shall be deemed to constitute a portion of the Debt and be secured by this Security
Instrument and the other Loan Documents and shall be immediately due and payable upon
demand by Lender therefor.
Section 8.4. ACTIONS AND PROCEEDINGS. Lender or Trustee has the right to appear in
and defend any action or proceeding brought with respect to the Property and to bring any action
or proceeding, in the name and on behalf of Borrower, which Lender, in its discretion, decides
should be brought to protect its interest in the Property.
Section 8.5. RECOVERY OF SUMS REQUIRED TO BE PAID. Lender shall have the right
from time to time to take action to recover any sum or sums which constitute a part of the Debt
as the same become due, without regard to whether or not the balance of the Debt shall be due,
and without prejudice to the right of Lender thereafter to bring an action of foreclosure, or any
12

other action, for a default or defaults by Borrower existing at the time such earlier action was
commenced.
Section 8.6. OTHER RIGHTS, ETC. (a) The failure of Lender or Trustee to insist upon
strict performance of any term hereof shall not be deemed to be a waiver of any term of this
Security Instrument. Borrower shall not be relieved of Borrower's obligations hereunder by
reason of (i) the failure of Lender or Trustee to comply with any request of Borrower or any
guarantor or indemnitor with respect to the Loan to take any action to foreclose this Security
Instrument or otherwise enforce any of the provisions hereof or of the Note or the other Loan
Documents, (ii) the release, regardless of consideration, of the whole or any part of the Property,
or of any Person liable for the Debt or any portion thereof, or (iii) any agreement or stipulation
by Lender extending the time of payment or otherwise modifying or supplementing the terms of
the Note, this Security Instrument or the other Loan Documents.
(b) It is agreed that the risk of loss or damage to the Property is on Borrower,
and Lender shall have no liability whatsoever for decline in the value of the Property, for failure
to maintain the insurance policies required to be maintained pursuant to the Loan Agreement, or
for failure to determine whether insurance in force is adequate as to the amount of risks insured.
Possession by Lender shall not be deemed an election of judicial relief if any such possession is
requested or obtained with respect to any Property or collateral not in Lender's possession.
(c) During the existence of an Event of Default, Lender may resort for the
payment of the Debt to any other security held by Lender in such order and manner as Lender, in
its discretion, may elect. During the existence of an Event of Default, Lender or Trustee may
take action to recover the Debt, or any portion thereof, or to enforce any covenant hereof without
prejudice to the right of Lender or Trustee thereafter to foreclose this Security Instrument. The
rights of Lender or Trustee under this Security Instrument shall be separate, distinct and
cumulative and none shall be given effect to the exclusion of the others. No act of Lender or
Trustee shall be construed as an election to proceed under any one provision herein to the
exclusion of any other provision. Neither Lender nor Trustee shall be limited exclusively to the
rights and remedies herein stated but shall be entitled to every right and remedy now or hereafter
afforded at law or in equity.
Section 8.7. RIGHT TO RELEASE ANY PORTION OF THE PROPERTY. Lender may release
any portion of the Property for such consideration as Lender may require without, as to the
remainder of the Property, in any way impairing or affecting the lien or priority of this Security
Instrument, or improving the position of any subordinate lienholder with respect thereto, except
to the extent that the obligations hereunder shall have been reduced by the actual monetary
consideration, if any, received by Lender for such release, and may accept by assignment, pledge
or otherwise any other property in place thereof as Lender may require without being
accountable for so doing to any other lienholder. This Security Instrument shall continue as a lien
and security interest in the remaining portion of the Property.
Section 8.8. RIGHT OF ENTRY. Subject to the rights of tenants under their Leases and as
otherwise set forth in the Loan Agreement, upon reasonable notice to Borrower, Lender and its
agents shall have the right to enter and inspect the Property at all reasonable times.
13

Section 8.9. BANKRUPTCY. (a) Upon the occurrence and during the continuance of an
Event of Default, Lender shall have the right to proceed in its own name or in the name of
Borrower in respect of any claim, suit, action or proceeding relating to the rejection of any
Lease, including, without limitation, the right to file and prosecute, to the exclusion of Borrower,
any proofs of claim, complaints, motions, applications, notices and other documents, in any case
in respect of the lessee under such Lease under the Bankruptcy Code.
(b) If there shall be filed by or against Borrower a petition under the
Bankruptcy Code and Borrower, as lessor under any Lease, shall determine to reject such Lease
pursuant to Section 365(a) of the Bankruptcy Code, then Borrower shall give Lender not less
than ten (10) days' prior notice of the date on which Borrower shall apply to the bankruptcy
court for authority to reject the Lease. Lender shall have the right, but not the obligation, to serve
upon Borrower within such ten-day period a notice stating that (i) Lender demands that Borrower
assume and assign the Lease to Lender pursuant to Section 365 of the Bankruptcy Code and (ii)
Lender covenants to cure or provide adequate assurance of future performance under the Lease.
If Lender serves upon Borrower the notice described in the preceding sentence, Borrower shall
not seek to reject the Lease and shall comply with the demand provided for in clause (i) of the
preceding sentence within thirty (30) days after the notice shall have been given, subject to the
performance by Lender of the covenant provided for in clause (ii) of the preceding sentence.
Section 8.10. SUBROGATION. If any or all of the proceeds of the Note have been used to
extinguish, extend or renew any indebtedness heretofore existing against the Property, then, to
the extent of the funds so used, Lender shall be subrogated to all of the rights, claims, liens,
titles, and interests existing against the Property heretofore held by, or in favor of, the holder of
such indebtedness and such former rights, claims, liens, titles, and interests, if any, are not
waived but rather are continued in full force and effect in favor of Lender and are merged with
the lien and security interest created herein as cumulative security for the repayment of the Debt,
the performance and discharge of the Other Obligations.
Article 9 — ENVIRONMENTAL HAZARDS
Section 9.1. ENVIRONMENTAL COVENANTS. Borrower has provided representations,
warranties and covenants regarding environmental matters set forth in the Environmental
Indemnity and Borrower shall comply with the aforesaid covenants regarding environmental
matters.
Article 10 — WAIVERS
Section 10.1. MARSHALLING AND OTHER MATTERS. Borrower hereby waives, to the
extent permitted by law, the benefit of all Legal Requirements now or hereafter in force
regarding appraisement, valuation, stay, extension, reinstatement and redemption and all rights
of marshalling in the event of any sale hereunder of the Property or any part thereof or any
interest therein. Further, Borrower hereby expressly waives any and all rights of redemption
from sale under any order or decree of foreclosure of this Security Instrument on behalf of
Borrower, and on behalf of each and every Person acquiring any interest in or title to the
Property subsequent to the date of this Security Instrument and on behalf of all Persons to the
extent permitted by Legal Requirements.
14

Section 10.2. WAIVER OF NOTICE. Borrower shall not be entitled to any notices of any
nature whatsoever from Lender or Trustee except with respect to matters for which this Security
Instrument or the Loan Agreement specifically and expressly provides for the giving of notice by
Lender or Trustee to Borrower and except with respect to matters for which Borrower is not
permitted by Legal Requirements to waive its right to receive notice, and Borrower hereby
expressly waives the right to receive any notice from Lender or Trustee with respect to any
matter for which this Security Instrument does not specifically and expressly provide for the
giving of notice by Lender or Trustee to Borrower.
Section 10.3. INTENTIONALLY OMITTED.
Section 10.4. SOLE DISCRETION OF LENDER. Whenever pursuant to this Security
Instrument, Lender exercises any right given to it to approve or disapprove, or any arrangement
or term is to be satisfactory to Lender, the decision of Lender to approve or disapprove or to
decide whether arrangements or terms are satisfactory or not satisfactory shall (except as is
otherwise specifically herein provided) be in the sole discretion of Lender and shall be final and
conclusive.
Section 10.5. WAIVER OF TRIAL BY JURY. BORROWER AND LENDER (BY
ACCEPTANCE HEREOF) EACH HEREBY AGREES NOT TO ELECT A TRIAL BY
JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND, TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, WAIVES ANY RIGHT TO TRIAL BY
JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR
HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY
CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION
THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN
KNOWINGLY AND VOLUNTARILY BY BORROWER AND LENDER (BY
ACCEPTANCE HEREOF), AND IS INTENDED TO ENCOMPASS INDIVIDUALLY
EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY
JURY WOULD OTHERWISE ACCRUE. EACH OF LENDER AND BORROWER IS
HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY
PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY BORROWER
AND LENDER.
Section 10.6. WAIVER OF FORECLOSURE DEFENSE. Borrower hereby waives any defense
Borrower might assert or have by reason of Lender's failure to make any tenant or lessee of the
Property a party defendant in any foreclosure proceeding or action instituted by Lender.
Article 11 — INTENTIONALLY OMITTED
Article 12 — NOTICES
Section 12.1. NOTICES. All notices or other written communications hereunder shall be
delivered in accordance with Section 11.3 of the Loan Agreement.
Notices to the Trustee shall be sent as follows:
15

First American Title Insurance Company
1380 17th Street
Denver, CO 80202
Article 13 — APPLICABLE LAw
Section 13.1. GOVERNING LAw. Section 11.5 of the Loan Agreement is hereby
incorporated by reference as if fully set forth herein.
Section 13.2. PROVISIONS SUBJECT TO APPLICABLE LAw. All rights, powers and
remedies provided in this Security Instrument may be exercised only to the extent that the
exercise thereof does not violate any applicable provisions of law and are intended to be limited
to the extent necessary so that they will not render this Security Instrument invalid,
unenforceable or not entitled to be recorded, registered or filed under the provisions of any
applicable law. If any term of this Security Instrument or any application thereof shall be invalid
or unenforceable, the remainder of this Security Instrument and any other application of the term
shall not be affected thereby.
Article 14 — DEFINITIONS
Section 14.1. GENERAL DEFINITIONS. Unless the context clearly indicates a contrary
intent or unless otherwise specifically provided herein, words used in this Security Instrument
may be used interchangeably in singular or plural form and the word "Borrower" shall mean
"each Borrower and any subsequent owner or owners of the Property or any part thereof or any
interest therein," the word "Lender" shall mean "Lender and any of Lender's successors and
assigns," the word "Note" shall mean "the Note and any other evidence of indebtedness secured
by this Security Instrument," "Trustee" shall mean "Trustee and any substitute Trustee of the
estates, properties, powers, trusts and rights conferred upon Trustee pursuant to this Security
Instrument, the word "Property" shall include any portion of the Property and any interest
therein, and the phrases "attorneys' fees", "legal fees" and "counsel fees" shall include any and
all reasonble attorneys', paralegal and law clerk fees and disbursements, including, but not
limited to, fees and disbursements at the pre-trial, trial and appellate levels incurred or paid by
Lender in protecting its interest in the Property, the Leases and the Rents and enforcing its rights
hereunder.
Article 15 — MISCELLANEOUS PROVISIONS
Section 15.1. No ORAL CHANGE. This Security Instrument, and any provisions hereof,
may not be modified, amended, waived, extended, changed, discharged or terminated orally or
by any act or failure to act on the part of Borrower, Lender or Trustee, but only by an agreement
in writing signed by the party against whom enforcement of any modification, amendment,
waiver, extension, change, discharge or termination is sought.
Section 15.2. SUCCESSORS AND ASSIGNS. This Security Instrument shall be binding upon
and inure to the benefit of Borrower and Lender and their respective successors and assigns
forever.
16

Section 15.3. INAPPLICABLE PROVISIONS. If any term, covenant or condition of the this
Security Instrument is held to be invalid, illegal or unenforceable in any respect, this Security
Instrument shall be construed without such provision.
Section 15.4. HEADINGS, ETC. The headings and captions of various Sections of this
Security Instrument are for convenience of reference only and are not to be construed as defining
or limiting, in any way, the scope or intent of the provisions hereof.
Section 15.5. NUMBER AND GENDER. Whenever the context may require, any pronouns
used herein shall include the corresponding masculine, feminine or neuter forms, and the
singular form of nouns and pronouns shall include the plural and vice versa.
Section 15.6. ENTIRE AGREEMENT. This Security Instrument and the other Loan
Documents contain the entire agreement of the parties hereto and thereto in respect of the
transactions contemplated hereby and thereby, and all prior agreements among or between such
parties, whether oral or written, are superseded by the terms of this Security Instrument and the
other Loan Documents.
Section 15.7. LIMITATION ON LENDER'S RESPONSIBILITY. No provision of this Security
Instrument shall operate to place any obligation or liability for the control, care, management or
repair of the Property upon Lender, nor shall it operate to make Lender responsible or liable for
any waste committed on the Property by the tenants or any other Person, or for any dangerous or
defective condition of the Property, or for any negligence in the management, upkeep, repair or
control of the Property resulting in loss or injury or death to any tenant, licensee, employee or
stranger. Nothing herein contained shall be construed as constituting Lender a "mortgagee in
possession."
Section 15.8. EXCULPATION. The provisions of Section 9.1 and 9.2 of the Loan
Agreement are hereby incorporated by reference into this Security Instrument to the same extent
and with the same force as if fully set forth herein.
Article 16 — DEED OF TRUST PROVISIONS
Section 16.1. CONCERNING THE TRUSTEE. Trustee shall be under no duty to take any
action hereunder except as expressly required hereunder or by law, or to perform any act which
would involve Trustee in any expense or liability or to institute or defend any suit in respect
hereof, unless properly indemnified to Trustee's reasonable satisfaction. Trustee, by acceptance
of this Security Instrument, covenants to perform and fulfill the trusts herein created, being
liable, however, only for gross negligence or willful misconduct, and hereby waives any
statutory fee and agrees to accept reasonable compensation, in lieu thereof, for any services
rendered by Trustee in accordance with the terms hereof. Trustee may resign at any time upon
giving thirty (30) days' notice to Borrower and to Lender. Lender may remove Trustee at any
time or from time to time and select a successor trustee. In the event of the death, removal,
resignation, refusal to act, or inability to act of Trustee, or in its sole discretion for any reason
whatsoever Lender may, without notice and without specifying any reason therefor and without
applying to any court, select and appoint a successor trustee, by an instrument recorded wherever
this Security Instrument is recorded and all powers, rights, duties and authority of Trustee, as
17

aforesaid, shall thereupon become vested in such successor. Such substitute trustee shall not be
required to give bond for the faithful performance of the duties of Trustee hereunder unless
required by Lender. The procedure provided for in this paragraph for substitution of Trustee shall
be in addition to and not in exclusion of any other provisions for substitution, by law or
otherwise.
Section 16.2. TRUSTEE'S FEES. Borrower shall pay all reasonable costs, fees and
expenses incurred by Trustee and Trustee's agents and counsel in connection with the
performance by Trustee of Trustee's duties hereunder and all such costs, fees and expenses shall
be secured by this Security Instrument. Notwithstanding anything to the contrary contained
herein or in any other Loan Documents, Trustee hereby acknowledges and agrees that no fees or
other compensation shall be payable to Trustee hereunder or otherwise in connection with the
Loan or Loan Documents except in connection with (a) a sale of the Property in connection with
an exercise of remedies hereunder and/or under the other Loan Documents or (b) a release hereof
in accordance with the applicable terms and conditions hereof.
Section 16.3. CERTAIN RIGHTS. With the approval of Lender, Trustee shall have the
right to take any and all of the following actions: (i) to select, employ, and advise with counsel
(who may be, but need not be, counsel for Lender) upon any matters arising hereunder, including
the preparation, execution, and interpretation of the Note, this Security Instrument or the Other
Security Documents, and shall be fully protected in relying as to legal matters on the advice of
counsel, (ii) to execute any of the trusts and powers hereof and to perform any duty hereunder
either directly or through his/her agents or attorneys, (iii) to select and employ, in and about the
execution of his/her duties hereunder, suitable accountants, engineers and other experts, agents
and attorneys -in -fact, either corporate or individual, not regularly in the employ of Trustee, and
Trustee shall not be answerable for any act, default, negligence, or misconduct of any such
accountant, engineer or other expert, agent or attorney -in -fact, if selected with reasonable care,
or for any error of judgment or act done by Trustee in good faith, or be otherwise responsible or
accountable under any circumstances whatsoever, except for Trustee's gross negligence, willful
misconduct or bad faith, and (iv) any and all other lawful action as Lender may instruct Trustee
to take to protect or enforce Lender's rights hereunder. Trustee shall not be personally liable in
case of entry by Trustee, or anyone entering by virtue of the powers herein granted to Trustee,
upon the Property for debts contracted for or liability or damages incurred in the management or
operation of the Property. Trustee shall have the right to rely on any instrument, document, or
signature authorizing or supporting an action taken or proposed to be taken by Trustee
hereunder, believed by Trustee in good faith to be genuine. Trustee shall be entitled to
reimbursement for actual reasonable expenses incurred by Trustee in the performance of
Trustee's duties hereunder and to reasonable compensation for such of Trustee's services
hereunder as shall be rendered.
Section 16.4. RETENTION OF MONEY. All moneys received by Trustee shall, until used
or applied as herein provided, be held in trust for the purposes for which they were received, but
need not be segregated in any manner from any other moneys (except to the extent required by
applicable law) and Trustee shall be under no liability for interest on any moneys received by
Trustee hereunder.
18

Section 16.5. PERFECTION OF APPOINTMENT. Should any deed, conveyance, or
instrument of any nature be required from Borrower by any Trustee or substitute trustee to more
fully and certainly vest in and confirm to Trustee or substitute trustee such estates rights, powers,
and duties, then, upon request by Trustee or substitute trustee, any and all such deeds,
conveyances and instruments shall be made, executed, acknowledged, and delivered and shall be
caused to be recorded and/or filed by Borrower.
Section 16.6. SUCCESSION INSTRUMENTS. Any substitute trustee appointed pursuant to
any of the provisions hereof shall, without any further act, deed, or conveyance, become vested
with all the estates, properties, rights, powers, and trusts of its or his/her predecessor in the rights
hereunder with like effect as if originally named as Trustee herein; but nevertheless, upon the
written request of Lender or of the substitute trustee, Trustee ceasing to act shall execute and
deliver any instrument transferring to such substitute trustee, upon the trusts herein expressed, all
the estates, properties, rights, powers, and trusts of Trustee so ceasing to act, and shall duly
assign, transfer and deliver any of the property and moneys held by such Trustee to the substitute
trustee so appointed in Trustee's place.
Article 17 — . INTENTIONALLY OMITTED
Article 18 — STATE -SPECIFIC PROVISIONS
Section 18.1. PRINCIPLES OF CONSTRUCTION. In the event of any inconsistencies
between the terms and conditions of this Article 18 and the terms and conditions of this Security
Instrument, the terms and conditions of this Article 18 shall control and be binding.
Section 18.2. WAIVER. Borrower hereby waives and releases any rights Borrower may
have with regard to (a) release of liability or obligations of Borrower pursuant to N.C. Gen. Stat.
Section 45-45.1 (or any amendment thereto), and (b) the rights or remedies set forth in Chapter
26 of the North Carolina General Statutes including N.C. Gen. Stat. Section 26-6 through Section
26-9, et. seq., or any similar statute enacted in replacement or substitution thereof, pertaining to
the rights and remedies of sureties.
Section 18.3. FUTURE ADVANCES. This is a Future Advance Deed of Trust subject to
the provisions of Article 7 of Chapter 45 of the North Carolina General Statutes, as the same may
be amended from time to time. This Security Instrument secures all present and future advances
to Borrower by Lender and present and/or future obligations of Borrower to Lender. The time
period within which future advances and obligations are to be made and incurred and secured by
this Security Instrument is the period between the date hereof (or if undated, the date of
registration of this Security Instrument) and the date which is thirty (30) years from the date
hereof (or if undated, the date of registration of this Security Instrument), including any future
loans, advances and readvances which may be made from time to time by Lender to Borrower,
and any and all amendments or modifications thereto which may hereafter be entered into from
time to time between Borrower and Lender or any other instrument, document or agreement
between Borrower and Lender. The maximum principal amount, including present and future
obligations, which may be secured by this Security Instrument at any one (1) time is
$68,928,000.00, plus accrued interest, costs, reimbursements, fees and expenses due under this
Security Instrument and secured hereby. Any additional amounts advanced and/or obligations
19

made pursuant to the provisions of this Security Instrument shall be deemed necessary
expenditures for the protection of the security. Borrower does not need to sign any instrument or
notation evidencing or stipulating that future advances are secured by this Security Instrument.
Nothing in this Security Instrument shall be construed as a commitment to make additional or
future loans or advances in any amount. All future advances and obligations shall be considered
to be made and secured pursuant to this Section 18.3 and are intended to comply with the
requirements of North Carolina General Statutes Section 45-67, et seq., or any amendments
thereto.
Section 18.4. ATTORNEY'S FEES. Notwithstanding any provisions in any other Loan
Document to the contrary, whenever the term "attorneys' fees" or "reasonable attorneys' fees" or
other words of similar import is used with respect to, or otherwise applicable regarding, solely
the Property subject to this Security Instrument it shall mean reasonable attorneys' fees actually
incurred (based on the actual number of hours worked by outside legal counsel and paralegals
multiplied by the usual and customary hourly rate then in effect for the time actually spent by
such attorneys an paralegals) and actual out-of-pocket legal expenses, notwithstanding any
statutory presumption set forth in N.C. Gen. Stat. § 6.21.2 or otherwise to the contrary.
Section 18.5. AFTER ACQUIRED PROPERTY. To the extent allowed under North Carolina
law, all property acquired by Borrower after the date of this Security Instrument shall be subject
to the lien and the security interest created hereby, shall immediately upon the acquisition thereof
by Borrower and without further mortgage, conveyance or assignment become subject to the lien
and security interest created by this Security Instrument. Nevertheless, Borrower shall execute,
acknowledge, deliver and record or file, as appropriate, all and every such further deeds of trust,
mortgages, security agreements, financing statements, assignments and assurances, as Lender
shall require in order for the lien and security interest on such after -acquired property to be
effective against lien creditors and purchasers for value and otherwise to accomplish the
purposes of this Security Instrument.
Section 18.6. POWER OF SALE. Upon the occurrence and during the continuance of an
Event of Default, on the application of Lender, it shall be lawful for and the duty of Trustee, and
he is hereby authorized and empowered to expose to sale and to sell the hereinbefore described
Property or any part thereof at public auction for cash, after having first complied with all
applicable requirements of North Carolina law with respect to the exercise of powers of sale in
deeds of trust, and upon such sale Trustee shall convey title to the purchaser in fee simple.
Pursuant to N.C. Gen. Stat. §45-21.31, Trustee shall apply the proceeds of such sale, first, to the
payment of all costs and expenses of the sale, including Trustee's commission, if any, and a
reasonable auctioneer's fee if such expense has been incurred; second, to the payment of taxes
due and unpaid on the Property sold, as provided by N.C. Gen. Stat. § 105-385, unless the notice
of sale provided that the Property be sold subject to taxes thereon and the Property was so sold;
third, to the payment of special assessments, or any installments thereof, against the Property
sold, which are due and unpaid, as provided by N.C. Gen. Stat. §105-385, unless the notice of
sale provided that the Property be sold subject to special assessments thereon and the Property
was so sold; fourth, to the payment of the Obligations secured by this Security Instrument; and
the balance, if any, shall be paid to any person or persons legally entitled thereto. Borrower
agrees that in the event of a sale hereunder, Lender shall have the right to bid thereat and shall
have the right to credit all or any portion of the Obligations secured by this Security Instrument
20

against the purchase price. Trustee shall have the right to designate the place of sale in
compliance with applicable law and the sale shall be held at the place designated by the notice of
sale. Trustee may require the successful bidder at any sale to deposit immediately with Trustee
cash or certified check in an amount not to exceed five percent (5%) of his bid, provided notice
of such requirement is contained in the advertisement of the sale as required by law. The bid
may be rejected if the deposit is not immediately made and thereupon the next highest bidder
may be declared to be the purchaser. Such deposit shall be refunded in case of an upset bid or if
the Trustee is unable to convey the portion of the Property so sold to the bidder because the
power of sale has been terminated in accordance with applicable law. If the purchaser fails to
comply with its bid, the deposit may, at the option of the Trustee be retained and applied to any
damages incurred by reason of such default (including, without limitation, liability to the extent
that the final sales price is less than the bid plus all the costs of resale as provided in N.C. Gen.
Stat. Section 45-21.30, as amended) or may be deposited with Clerk of Superior Court. In all
other cases, the deposit shall be applied to the purchase price. Pursuant to N.C. Gen. Stat. § 25-
9-604, Trustee is expressly authorized and empowered to expose to sale and sell, together with
the real estate, any portion of the Property which constitutes personal property. If personal
property is sold hereunder, it need not be at the place of sale; but the published notice shall state
the time when and place where such property may be inspected before sale. Trustee fees to be
collected by the Trustee shall not be based upon a percentage calculation, but shall be calculated
based upon time actually spent by the Trustee at customary hourly rates charged by Trustee for
such services.
The Property may be sold in such parcels or lots without regard to principles of
marshalling and may be sold at one sale or in multiple sales, all as determined by Trustee. A
previous exercise of the power of sale hereunder by Trustee shall not be deemed to extinguish
the power of sale, which power of sale shall continue in full force and effect until all the Property
shall have been finally sold and properly conveyed to the purchasers at the sale. Subject to the
requirements and limits imposed by law, the Trustee may postpone the sale of all or any portion
of the Property by public announcement at such time and place of sale, and from time to time
thereafter may postpone such sale by public announcement or subsequently noticed sale, and
without further notice make such sale at the time fixed by the last postponement, or may, in its
discretion, give a new notice of sale.
Section 18.7. SUBSTITUTION OF TRUSTEE. In accordance with Section 45-10 of the North
Carolina General Statutes, the Lender shall at any time have the irrevocable right to remove the
Trustee herein named without notice or cause and to appoint his successor by an instrument in
writing, duly acknowledged, in such form as to entitle such written instrument to record in the
State of North Carolina, and in the event of the death or resignation of the Trustee herein named,
the Lender shall have the right to appoint his successor by such written instrument, and any
Trustee so appointed shall be vested with the title to the Property hereinbefore described, and
shall possess all the powers, duties and obligations herein conferred on the Trustee in the same
manner and to the same extent as though he were named herein as Trustee. The power of
appointment of a successor Trustee may be exercised as often as and whenever Lender may
choose and the exercise of the power of appointment, no matter how often, shall not be an
exhaustion thereof.
21

Section 18.8. FIXTURE FILING. This Security Instrument covers fixtures, and property
that shall become fixtures, related to the Property or the Improvements and shall constitute a
financing statement filed as a "fixture filing" in accordance with N.C. Gen. Stat. § 25-9-502 (or
any amendment thereto). For purposes of complying with the requirements of N.C. Gen. Stat. §
25-9-502 (or any amendment thereto), the name of Borrower, as Debtor, and Lender, as Secured
Party, and the respective addresses of Borrower, as Debtor, and Lender, as Secured Party, are set
forth on the first page of this Security Instrument; the Borrower's organizational identification
number is set forth on the second page of this Security Instrument; the types or items of
collateral are described in the definition of Personal Property appearing in Section 1.1(f) of this
Security Instrument; and the description of the real property is set forth on Exhibit A attached
hereto. This Security Instrument shall be recorded in the real property records of the county in
which the Property is located. The collateral is or includes fixtures. This Security Instrument
shall remain in effect as a fixture filing until this Security Instrument is released or satisfied of
record.
Section 18.9. TRUSTEE'S FEES. If a foreclosure proceeding is commenced by the
Trustee, Trustee shall be entitled to receive a commission of up to five percent (5%) of the gross
proceeds of the sale or the maximum sum of $30,000.00, whichever is less, for a complete
foreclosure. In the event foreclosure is commenced, but not completed, Borrower shall pay all
expenses incurred by Trustee, including reasonable attorneys' fees, and a partial commission
computed on five percent (5%) of the outstanding indebtedness or the above stated maximum
sum, whichever is less, in accordance with the following schedule, to -wit: one-fourth (1/4)
thereof before Trustee issues a notice of hearing on the right to foreclosure; one-half (1/2)
thereof after issuance of said notice; three -fourths (3/4) thereof after such hearing; and the lesser
of the full commission or minimum sum after the initial sale.
Section 18.10. COMPLIANCE WITH STATE LAW.
(a) To the extent the laws of the State of North Carolina limit (i) the
availability of the exercise of any of the remedies set forth herein, including, without limitation,
remedies such as a power of sale and taking possession of the property, or (ii) the enforcement of
waivers and indemnities made by Borrower, such remedies, waivers, or indemnities shall be
exercisable or enforceable, any provisions in this Security Instrument to the contrary
notwithstanding, if, and to the extent, permitted by the laws in force at the time of the exercise of
such remedies or the enforcement of such waivers or indemnities without regard to the
enforceability of such remedies, waiver or indemnities at the time of the execution and delivery
of this Security Instrument.
(b) Lender shall be entitled to all rights and remedies that a beneficiary would
have under the laws of the State of North Carolina or in equity during the continuance of an
Event of Default in addition to all rights and remedies it may have hereunder. Should any
applicable law of the State of North Carolina confer any rights or impose any duties inconsistent
with or in addition to any of the provisions of this Security Instrument, the affected provisions of
this Security Instrument shall be considered amended to conform to such applicable law, but all
other provisions hereof shall remain in full force and effect without modification.
22

(c) Anything to the contrary otherwise contained in this Security Instrument
notwithstanding, all provisions of this Security Instrument granting to any party remedies or the
benefits of any waiver, self-help or other similar provisions shall be read to provide that the same
are available only to the extent permitted by applicable law.
(d) Notwithstanding anything to the contrary, and to the extent laws of the
State of North Carolina is applied in lieu of the governing law selected by the parties under the
Loan Agreement, (a) all agreements and communications between Borrower and Lender are
hereby and shall automatically be limited so that, after taking into account all amounts deemed
interest, the interest contracted for, charged or received by Lender shall never exceed the
maximum lawful rate or amount, (b) in calculating whether any interest exceeds the lawful
maximum, all such interest shall be amortized, prorated, allocated and spread over the full
amount and term of all principal indebtedness of Borrower to Lender, and (c) if through any
contingency or event, Lender receives or is deemed to receive interest in excess of the lawful
maximum, any such excess shall be deemed to have been applied toward payment of the
principal of any and all then outstanding indebtedness of Borrower to Lender, or if there is no
such indebtedness, shall immediately be returned to Borrower.
(e) If any provision of this Security Instrument shall grant to Lender
(including Lender acting as a mortgagee -in -possession) or a receiver appointed pursuant to the
provisions of this Security Instrument, any rights or remedies prior to, upon or following the
occurrence of an Event of Default which are more limited than the rights that would otherwise be
vested in Lender or such receiver under State law in the absence of said provision, Lender and
such receiver shall be vested with the rights granted under State law to the full extent permitted
by law.
[NO FURTHER TEXT ON THIS PAGE]
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IN WITNESS WHEREOF, this Security Instrument has been executed by the
undersigned as of the day and year first above written.
BORROWER:
HILLTOP MHP CHAPEL HILL NC, LLC,
a Delaware limited liability company
By:
Name: Je ' Bennett
Title: Vice President
ACKNOWLEDGEMENT
STATE/COMMON 4 EALTH OF II!
ier/ke
COUNTY OF
a Notary Public, certify that Jeff Bennett personally came
efore me this day and ack owledged that he is a Vice President of HILLTOP MHP CHAPEL
HILL NC, LLC, a Delaware limited liability company, and that he as Vice President, being authorized
to do so, executed the foregoing on behalf of the limited liability company.
I certify that jcheck one of the following)
I have personal knowledge of the identity of the Signatory; or
I have seen satisfactory evidence of the Signatory(ies)'s identity, by a current state or federal
identification with the Signatory(ies) s photograph in the form of:
(check one of the following)
❑ a driver's license or
❑ in the form of ; or
a cred'ble witness has sworn to the identity of the Signatory.
The Signatory acknowledged to me that he voluntarily signed the foregoing document for the
purpose stated therein and in the capacity indicated.
Witness my hand and official stamp or seal this !�( d.. of December, 2021.
..M
Notary Moat -S Ut h
AARON THOMPSON
My Commission Expires I
May 5, 2024
[AFFIX NOTARY SEAL]
(MUST BE FULLY LEGIBLE)
Lument Loan No. 4033773
Deed of Trust
Print Name:/ -
(Notes Notary must sign exactly as on notary seal)
My Commission Expires:
6, a ay
Signature Page

JOINDER
Affiliated Master Lessee hereby joins into this Security Instrument, as if it were otherwise an
original party hereunder. Affiliated Master Lessee hereby ratifies and agrees to be bound by all of
the covenants, terms, conditions, and provisions contained in this Security Instrument as they relate
to such Affiliated Master Lessee including assignment of rents and leases with respect to the Park
Owned Homes. Each Affiliated Master Lessee hereby acknowledges, agrees and confirms that, by
its execution below, such Affiliated Master Lessee will be deemed to be a party to this Security
Instrument as an "Affiliated Master Lessee" for all purposes under this Security Instrument, and
shall have assumed all of the obligations of "Affiliated Master Lessee" hereunder as if it had
executed the Security Instrument.
[Remainder of Page Intentionally Left Blank]
[Signature Page To Follow]

AFFILIATED MASTER LESSEE:
HH HILLTOP MHP CHAPEL HILL NC, LLC,
a Delaware 1 j ted liability company
By:
Name: Jeff tt
Title: Vice 'resident
[ACKNOWLEDGMENT PAGE TO FOLLOW]

STATE/COMMONWEALTH OF P\X \IMO\
COUNTY OF V'mc\ GO90'
I, fi 6t l U 0 O tan , a Notary Public, certify that Jeff Bennett personally came
before me this day and acknowledged that he is Vice President of HH Hilltop MHP Chapel Hill NC,
LLC, a Delaware limited liability company, and that he, as Vice President, being authorized
to do so, executed the foregoing on behalf of the limited liability company
I certify that (check one of the following)
Nihave personal knowledge of the identity of the Signatory; or
I have seen satisfactory evidence of the Signatory(ies)'s identity, by a current state or federal
identification with the Signatory(ies) s photograph in the form of:
(check one of the following)
❑ a driver's license or
❑ in the form of ; or
❑ a credible witness has sworn to the identity of the Signatory.
The Signatory acknowledged to me that he voluntarily signed the foregoing document for the
purpose stated therein and in the capacity indicated.
Witness my hand and official stamp or seal this 2cb day of December, 2021.
n
Notary Public State of Arizona
Maricopa County
Cod' Jo Jean
My Commission Expires 0410512023
Commission Number 561319
[AFFIX NOTARY SEAL]
(MUST BE FULLY LEGIBLE)
dV�tary Public
Print Name. W th 0 Je a
(Note Notary must sign exactly as on notary seal)
My Commission Expires:
ONIbSl2o23

EXHIBIT A
LEGAL DESCRIPTION
Real property in the City of Chapel Hill, County of Orange, State of North Carolina, described as
follows:
BEGINNING AT AN IRON ON THE WEST SIDE OF N.C. HIGHWAY NO. 86 IN THE LINE
OF JEAN HOGAN ERBER; THENCE WITH ERBER SOUTH 81° 29" WEST 400 FEET TO
AN IRON, A NEW CORNER; THENCE NORTH 52° 20' 22" WEST 659.84 FEET TO AN
IRON IN THE RIGHT-OF-WAY OF DUKE POWER COMPANY; THENCE WITH SAID
RIGHT-OF-WAY NORTH 27° 33' 30" EAST 381.49 FEET TO AN IRON IN THE CENTER
LINE OF A CREEK; THENCE NORTH 60° 14' 30" EAST 39.43 FEET TO AN IRON;
THENCE SOUTH 80° 12' 30" EAST 268.30 FEET TO AN IRON ON THE BANK OF SAID
CREEK; THENCE NORTH 76° 34' 30" EAST 349.78 FEET TO AN IRON ON THE WEST
RIGHT-OF-WAY OF N.C. HIGHWAY NO. 86 THENCE WITH SAID RIGHT-OF-WAY
SOUTH 7° 59' EAST 741.34 FEET TO THE PLACE AND POINT OF BEGINNING,
CONTAINING 11.66 ACRES, ACCORDING TO PLAT OF SURVEY ENTITLED
"PROPERTY OF CLYDE HOGAN HEIRS", SURVEY DECEMBER 7, 1977, BY ROBERT A.
JONES, REGISTERED SURVEYOR.

Schedule I
List of Park Owned Homes
N/A