SW3170802_Property Deed_20220309

BK 8 342 PG 0857 FILED ELECTRONICALLY
UNION COUNTY NC
CRYSTAL D. GILLIARD
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FILED Dec 14, 2021
AT 09:40:00 AM
BOOK 08342
START PAGE 0857
END PAGE 0882
INSTRUMENT # 58574
EXCISE TAX $0.00
This instrument Prepared by:
M. Todd Haynie III
Parker Poe Adams & Bernstein, LLP
1221 Main Street, Suite 1100
Columbia, SC 29201
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
Wells Fargo Bank, National Association
171 17th St., 4th Floor
MAC G0128-048
Atlanta, GA 30363-1032
Attn: Debra Hargrave
Loan No. 1020658
(Space Above For Recorder's Use)
DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY
AGREEMENT AND FIXTURE FILING
NAME AND ADDRESS OF TRUSTOR:
Beechwood Weddington LLC, a North Carolina limited
liability company
200 Robbins Lane, Suite D-1
Jericho, NY 11753
Attention: Michael L. Dubb
With a copy to:
Richard W. Rosenberg, P.C.
200 Robbins Lane, Suite D-1
Jericho, NY 11753
NAME AND ADDRESS OF LENDER:
Wells Fargo Bank, National Association
1700 K Street NW
9'h Floor
Washington, DC 20006
MAC R0151-095
Attn: Nora Lebow
NAME AND ADDRESS OF TRUSTEE:
TRSTE, Inc., a Virginia corporation
301 South Tryon
Charlotte, North Carolina 28202
wl reference to Loan #1020658 and Lender AU #111756
PROPERTY ADDRESS 1 ABBREVIATED
5009 Hemby Road, Weddington, NC 28104
LEGAL DESCRIPTION:
Weddington Glen Subdivision, Union County, North
Carolina
Additional legal description on Exhibit A of this document.
PPAB 6638762v6
submitted electronically by "Stewart Title Guaranty company - commercial services Charlotte"
in compliance with North Carolina statutes governing recordable documents
and the terms of the submitter agreement with the union county Register of Deeds.

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LOAN NUMBER 1020658
THIS 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 MORTGAGES AND DEEDS OF TRUST ON REAL ESTATE ARE RECORDED.
THIS 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 INSTRUMENT SECURES FUTURE AND/OR REVOLVING ADVANCES.
THIS INSTRUMENT IS A CONSTRUCTION MORTGAGE FOR PURPOSES OF N.C.G.S Section
25-9-334(h).
THIS DEED OF TRUST SECURES A NOTE WHICH PROVIDES FOR A
VARIABLE INTEREST RATE AND THE RIGHT TO REPAY AND
REBORROW ON A REVOLVING BASIS
DEED OF TRUST
(North Carolina)
THIS Deed of Trust ("Security Instrument"), made as of December 13, 2021, is granted by
BEECHWOOD WEDDINGTON LLC, a North Carolina limited liability company ("Trustor'), in favor of
TRSTE, INC. a Virginia corporation ("Trustee"), for the benefit of WELLS FARGO BANK, NATIONAL
ASSOCIATION (collectively with its successors or assigns, "Beneficiary") (hereinafter referred to as
"Lender"), Lender and Trustee are the grantees hereunder for indexing purposes.
ARTICLE 4. GRANT IN TRUST
1.1 GRANT. For the purposes of and upon the terms and conditions in this Security Instrument,
Truster irrevocably does hereby grant, bargain, warrant, convey, sell, mortgage, transfer, set
over, pledge, hypothecate, and assign to Trustee, in trust for the benefit of Lender, its successors
and assigns, with power of sale and right of entry and possession, all of that real property located
in the County of Union, North Carolina, described on Exhibit A attached hereto and made a
part hereof, together with the Collateral (as defined herein), all buildings and other improvements,
fixtures and equipment now or hereafter located on the real property and all right, title, interest,
and privileges of Trustor now owned or hereafter acquired in and to all streets, ways, roads, and
alleys used in connection with or pertaining to such real property, all development rights or
credits, licenses and permits, air rights, water, water rights and water stock related to the real
property, and all minerals, oil and gas, and other hydrocarbon substances in, on or under the real
property, and all appurtenances, easements, estates, tenements, hereditaments, privileges, rights
and rights of way appurtenant or related thereto, pertaining to the real property described on
Exhibit A, hereto; all buildings and other improvements and fixtures now or hereafter located on
the real property, including, but not limited to, all apparatus, equipment and appliances used in
the operation or occupancy of the real property, it being intended by the parties that all such items
shall be conclusively considered to be a part of the real property, whether or not attached or
affixed to the real property ("Improvements"); all interest or estate which Trustor may hereafter
acquire in the property described above, and all additions and accretions thereto, and the
proceeds of any of the foregoing; (all of the foregoing being collectively referred to as the
"Property"). The listing of specific rights or property shall not be interpreted as a limit of general
terms.
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TO HAVE AND TO HOLD the above granted and described Property unto and to the use and
benefit of Trustee and its sucessors and assigns in fee simple forever for the benefit of Lender
and the successors and assigns of Lender forever upon the trusts, terms and conditions, and for
the uses set forth in this Security Instrument.
If the Trustor shall pay and perform the Secured Obligations (as hereinafter defined) secured
hereby in accordance with the terms of the Loan Documents and shall comply with all of the
covenants, terms and conditions of this Deed of Trust and the Loan Documents, then this
conveyance shall be null and voide and may be canceled of record at the request and the
expense of Trustor.
1.2 ADDRESS. The address of the Property (if known) is: Weddington Glen Subdivision, Union
County, North Carolina. However, neither the failure to designate an address nor any inaccuracy
in the address designated shall affect the validity or priority of the lien of this Security Instrument
on the Property as described on Exhibit A.
1.3 WARRANTY OF TITLE; USE OF PROPERTY. Trustor represents and warrants that Trustor
lawfully holds and possesses fee simple title absolute to the Property without limitation on the
right to convey and encumber, and that this Security Instrument is a first and prior lien on the
Property subject only to those exceptions approved by Lender in writing. Trustor further warrants
that the Property is not used principally for agricultural or farming purposes.
1.4 USE OF PROCEEDS. Mortgagor represents and warrants to Lender that the proceeds of the
obligations secured hereby shall be used solely for business purposes and in furtherance of the
regular business affairs of Mortgagor, and the entire principal obligations secured by this Security
Instrument constitute a business loan.
ARTICLE 2. OBLIGATIONS SECURED
2.1 OBLIGATIONS SECURED. Trustor makes this Security Instrument for the purpose of securing
the payment and performance of the following obligations (collectively "Secured Obligations"):
(a) Payment to Lender of all sums at any time owing, including any amounts which may be
repaid from time to time and made available for reborrowing, with interest thereon,
according to the terms of that certain Promissory Note (Revolving Construction Loan)
dated of even date herewith executed by Trustor (also referrered to as, 'Borrower"), and
payable to the order of Lender in the principal amount of Twelve Million and no/100
Dollars ($12,000,000.00) (as it heretofore may have been amended from time to time,
"Revolving Construction Loan Note") and that certain Promissory Note (A&D Loan)
dated of even date herewith, executed by Borrower payable to the order of Lender in the
principal amount of Four Million Nine Hundred Thirty Thousand and no1100 Dollars
($4,930,000.00) (as it heretofore may have been amended from time to time, "A&D Loan
Note', and together with the Revolving Construction Loan Note, the "Note") ; and
(b) Payment and performance of all covenants and obligations of Trustor under this Security
Instrument; and
(c) Payment and performance of all covenants and obligations on the part of Borrower under
that certain Master Credit Agreement (as the same may be amended, modified,
supplemented or replaced from time to time, the "Loan Agreement") of oven date
herewith by and between Borrower and Lender which Loan Agreement provides for the
construction of the Improvements on the Property; and
(d) Payment and performance of all future advances and other obligations that the then
record owner of all or part of the Property may agree to pay and/or perform (whether as
principal, surety or guarantor) for the benefit of Lender, when such future advance or
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obligation is evidenced by an instrument in writing, which recites that it is secured by this
Security Instrument including any and all advances or disbursements of Lender with
respect to the Property for the payment of taxes, assessments, insurance premiums or
costs incurred for the protection of the Property; and
(e) Payment and performance of all obligations of Borrower under or in connection with any
"Swap Agreement", as defined in the Loan Agreement, at any time entered into between
Borrower and Lender, together with all modifications, extensions, renewals and
replacements thereof; and
(f) Payment of all interest and fees and the reimbursement for any drafts made under certain
irrevocable letter(s) of credit issued for the account of Truster; and
(g) All modifications, extensions, novations and renewals of any of the obligations secured
hereby, however evidenced, including, without limitation: (i) modifications of the required
principal payment dates or interest payment dates or both, as the case may be, deferring
or accelerating payment dates wholly or partly; or (ii) modifications, extensions or
renewals at a different rate of interest whether or not in the case of a note, the
modification, extension or renewal is evidenced by a new or additional promissory note or
notes.
2.2 OBLIGATIONS. The term 'obligations" is used herein in its broadest and most comprehensive
sense and shall be deemed to include, without limitation, all interest and charges, prepayment
charges (if any), late charges and loan fees at any time accruing or assessed on any of the
Secured Obligations together with all costs of collecting the Secured Obligations.
2.3 INCORPORATION. All terms of the Secured Obligations and the documents evidencing such
obligations are incorporated herein by this reference. All persons who may have or acquire an
interest in the Property shall be deemed to have notice of the terms of the Secured Obligations
and to have notice, if provided therein, that: (a) the Note or the Loan Agreement may permit
borrowing, repayment and re -borrowing so that repayments shall not reduce the amounts of the
Secured Obligations; and (b) the rate of interest on one or more Secured Obligations may vary
from time to time.
2.4 FUTURE ADVANCES. This Security Instrument is given to secure both (i) existing obligations
that are specifically or generally identified, described, or referenced in this Security Instrument as
being secured hereby and all advances made at or prior to the registration of this Security
Instrument, and (ii) future advances and/or future obligations that are specifically or generally
identified, described, or referenced in this Security Instrument as being secured hereby that may
from time to time be made or incurred. The maximum principal amount that may be secured by
this Security Instrument at any one time is twice the face amount of the Note. The period within
which future advances may be made and future obligations may be incurred and secured by this
Security Instrument is the period between the date of this Security Instrument and that date which
is thirty (30) years from the date of this Security Instrument. If the maximum amount secured by
this Security Instrument has not been advanced or if any obligation secured hereby is paid or is
reduced by partial payment, further advances may be made and additional obligations secured by
this Security Instrument may be incurred from time to time within the time limit fixed by this
Security Instrument as set forth above, and such further advances and obligations, together with
interest thereon, shall be secured by this Security Instrument to the same extent as original
advances and obligations secured hereunder. If the aggregate outstanding principal balance of
the obligation or obligations secured by this Security Instrument exceeds the maximum principal
amount that may be secured by this Security Instrument at any one time as provided above, then
such amount in excess and interest on the amount in excess shall be secured by this Security
Instrument but the priority of the lien of this Security Instrument with respect to the amount in
excess shall be determined in the manner provided in North Carolina General Statutes § 45-70.
All payments made, sums advanced, and expenses incurred by the beneficiary or secured
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creditor for the purposes described in North Carolina General Statutes § 45-70 shall be secured
by this Security Instrument and shall have priority as described in § 45-70. The provisions of this
Section are intended to comply with the North Carolina General Statutes governing Instruments
to Secure Future Advances and Future Obligations, North Carolina General Statutes § 45-67, et
seq.
ARTICLE 3. ASSIGNMENT OF LEASES AND RENTS
3.1 ASSIGNMENT. Trustor hereby absolutely and irrevocably assigns and transfers to Lender all of
Trustor's right, title and interest in, to and under, to the extent assignable: (a) all present and
future leases, subleases, licenses or occupancy agreements of the Property or any portion
thereof, and all other agreements of any kind relating to the management, leasing, operation, use
or occupancy of the Property or any portion thereof, whether now existing or entered into after the
date hereof ("Leases"); and (b) the rents, revenue, income, receipts, reserves, issues, deposits
and profits of the Property, including, without limitation, all amounts payable and all rights and
benefits accruing to Trustor under the Leases ("Payments"). The term "Leases", as referred to
herein, shall also include all subleases and other agreements for the use or occupancy of the
Property, options, rights of first refusal or guarantees of and security for the tenant's performance
thereunder, the right to exercise any landlord's liens and other remedies to which the landlord is
entitled, and all amendments, extensions, renewals or modifications thereto which are permitted
hereunder. This assignment is intended to be and constitutes a present, unconditional and
absolute assignment, not an assignment for security purposes only, and Lender's right to the
Leases and Payments is not contingent upon, and may be exercised without possession of, the
Property.
3.2 GRANT OF LICENSE. Lender confers upon Trustor a revocable license ("License") to collect
and retain the Payments as they become due and payable and to manage and deal with all
Leases, until the occurrence and continuance of a Default (as hereinafter defined). Upon the
occurrence and continuance of a Default, the License shall be automatically revoked and Lender
may collect and apply the Payments pursuant to that certain Section hereof entitled Application of
Other Sums without notice and without taking possession of the Property. All payments
thereafter collected by Trustor shall be held by Trustor as trustee under a constructive trust for
the benefit of Lender. Trustor hereby irrevocably authorizes and directs the tenants under the
Leases to rely upon and comply with any notice or demand by Lender for the payment to Lender
of any rentals or other sums which may at any time become due under the Leases, or for the
performance of any of the tenants' undertakings under the Leases, and the tenants shall have no
right or duty to inquire as to whether any Default has actually occurred or is then existing
hereunder. Trustor hereby relieves the tenants from any liability to Trustor by reason of relying
upon and complying with any such notice or demand by Lender. Lender may apply, in its sole
discretion, any Payments so collected by Lender against any Secured Obligation under the Loan
Documents (as defined in the Loan Agreement), whether existing on the date hereof or hereafter
arising. Collection of any Payments by Lender shall not cure or waive any Default or notice of
Default or invalidate any acts done pursuant to such notice.
3.3 EFFECT OF ASSIGNMENT. The foregoing irrevocable assignment shall not cause Lender to be:
(a) a mortgagee in possession; (b) responsible or liable for the control, care, management or
repair of the Property or for performing any of the terms, agreements, undertakings, obligations,
representations, warranties, covenants and conditions of the Leases; or (c) responsible or liable
for any waste committed on the Property by the tenants under any of the Leases or any other
parties; 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, invitee or other person; or (d) responsible for or under any duty to
produce rents or profits, until such time and Lender or its designee takes possession or acquires
title to the Property. Lender and Trustee shall not directly or indirectly be liable to Trustor or any
other person as a consequence of: (i) the exercise or failure to exercise by Lender or Trustee, or
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any of their respective employees, agents, contractors or subcontractors, any of the rights,
remedies or powers granted to Lender or Trustee hereunder; or (ii) the failure or refusal of Lender
to perform or discharge any obligation, duty or liability of Trustor arising under the Leases.
3.4 REPRESENTATIONS AND WARRANTIES. Trustor represents and warrants that Trustor has
delivered to Lender a true, accurate and complete list of all Leases, if any, and that, except as
disclosed to Lender in writing prior to the date hereof, (a) all existing Leases are in full force and
effect and are enforceable in accordance with their respective terms, and no breach or default, or
event which would constitute a breach or default after notice or the passage of time, or both,
exists under any existing Leases on the part of any party; (b) no rent or other payment under any
existing Lease has been paid by any tenant for more than one (1) month in advance of its
accrual, and payment thereof has not otherwise been forgiven, discounted or compromised; and
(c) none of the landlord's interests under any of the Leases has been transferred or assigned.
3.5 COVENANTS. Trustor covenants and agrees, at Trustor's sole cost and expense, to: (a)
perform all of the obligations of landlord contained in the Leases and enforce by all available
remedies performance by the tenants of the obligations of the tenants contained in the Leases;
(b) give Lender prompt written notice of any default which occurs with respect to any of the
Leases, whether the default be that of the tenant or of the landlord; (c) exercise Trustor's best
efforts to keep all portions of the Property that are currently subject to Leases leased at all times
at rentals not less than the fair market rental value; (d) deliver to Lender fully executed,
counterpart original(s) of each and every Lease and any modifications or amendments thereto if
requested to do so; and (e) execute and record such additional assignments of any Lease or
specific subordinations (or subordination, attornment and non -disturbance agreements executed
by the landlord and tenant) of any Lease to the Security Instrument, in form and substance
acceptable to Lender, as Lender may request. Trustor shall not, without Lender's prior written
consent or as otherwise permitted by any provision of the Loan Agreement: (i) enter into any
Leases after the date hereof; (ii) execute any other assignment relating to any of the Leases; (iii)
discount any rent or other sums due under the Leases or collect the same in advance, other than
to collect rentals one (1) month in advance of the time when it becomes due under any of the
Leases; (iv) terminate, modify or amend any of the terms of the Leases or in any manner release
or discharge the tenants from any obligations thereunder; (v) consent to any assignment or
subletting by any tenant under any Lease; or (vi) subordinate or agree to subordinate any of the
Leases to any other deed of trust, mortgage, deed to secure debt or encumbrance. Any such
attempted amendment, cancellation, modification or other action in violation of the provisions of
this Section without the prior written consent of Lender shall be null and void. Without in any way
limiting the requirement of Lender's consent hereunder, any sums received by Trustor in
consideration of any termination (or the release or discharge of any tenant), modification or
amendment of any Lease shall be applied to reduce the outstanding Secured Obligations and any
such sums received by Trustor shall be held in trust by Trustor for such purpose
3.6 LENDER RIGHT TO CURE. Without regard to whether there exists a Default, if there exists a
default under a Lease or any other contract collaterally assigned by Borrower to Lender in
connection with the Loan, Borrower acknowledges and agrees (A) that Lender may, at its option,
with no obligation to do so, take any actions necessary to cure such default including, without
limitation, any actions that require Lender or its designee to enter onto the Property, (B) to
indemnify, defend and hold Indemnitoes (defined below) harmless in connection with any such
action, and (C) any money advanced for any such purpose shall be secured hereby and payable
by Trustor to Lender on demand, with interest thereon at the Default Rate from the date such
amounts are advanced.
ARTICLE 4. SECURITY AGREEMENT AND FIXTURE FILING
4.1 SECURITY INTEREST. Trustor hereby grants and assigns to Lender as of the Effective Date (as
defined in the Loan Agreement) a security interest, to secure payment and performance of all of
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the Secured Obligations, in all of the following described personal property in which Trustor now
or at any time hereafter has any interest (collectively, the "Collateral"):
All goods, building and other materials, supplies, inventory, work in process, equipment,
machinery, fixtures, furniture, furnishings, signs and other personal property and
embedded software included therein and supporting information, wherever situated, which
are or are to be incorporated into, used in connection with, or appropriated for use on the
Property; together with all Payments and other rents and security deposits derived from the
Property; all inventory, accounts, cash receipts, deposit accounts (including impound
accounts, if any), accounts receivable, contract rights, licenses, agreements, general
intangibles, payment intangibles, software, chattel paper (whether electronic or tangible),
instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights,
supporting obligations, insurance policies, insurance and condemnation awards and
proceeds, proceeds of the sale of promissory notes, any other rights to the payment of
money, trade names, trademarks and service marks arising from or related to the
ownership, management, leasing, operation, sale or disposition of the Property or any
business now or hereafter conducted thereon by Trustor; all development rights and
credits, and any and all permits, consents, approvals, licenses, authorizations and other
rights granted by, given by or obtained from, any governmental entity with respect to the
Property; all water and water rights, wells and well rights, canals and canal rights, ditches
and ditch rights, springs and spring rights, and reservoirs and reservoir rights appurtenant
to or associated with the Property, whether decreed or undecreed, tributary, non -tributary
or not non -tributary, surface or underground or appropriated or unappropriated, and all
shares of stock in water, ditch, lateral and canal companies, well permits and all other
evidences of any of such rights; all deposits or other security now or hereafter made with or
given to utility companies by Trustor with respect to the Property; all advance payments of
insurance premiums made by Trustor with respect to the Property; all plans, drawings and
specifications relating to the Property; all loan funds held by Lender, whether or not
disbursed; all funds deposited with Lender pursuant to any loan agreement; all reserves,
deferred payments, deposits, accounts, refunds, cost savings and payments of any kind
related to the Property or any portion thereof; all of Trustor's right, title and interest, now or
hereafter acquired, to the payment of money from Lender to Trustor under any Swap
Agreement; together with all replacements and proceeds of, and additions and accessions
to, any of the foregoing; together with all books, records and files relating to any of the
foregoing.
As to all of the above described personal property which is or which hereafter becomes
a "fixture" under applicable law, it is intended by Trustor and Lender that this Security
Instrument constitutes a fixture filing filed with the real estate records of Union County,
North Carolina, under the Uniform Commercial Code, as amended or recodified from
time to time, from the state wherein the Property is located ("UCC"), and is
acknowledged and agreed to be a "construction mortgage" under the UCC. For
purposes of this fixture filing, the "Debtor" is the Trustor and the "Secured Party" is the
Lender. A description of the land which relates to the fixtures is set forth in Exhibit A
attached hereto. Trustor is the record owner of such land. The filing of a financing
statement covering the Collateral shall not be construed to derogate from or impair the
lien or provisions of this Security Instrument with respect to any property described
herein which is real property or which the parties have agreed to treat as real property.
Similarly, nothing in any financing statement shall be construed to alter any of the rights
of Lender under this Security Instrument or the priority of Lender's lien created hereby,
and such financing statement is declared to be for the protection of Lender in the event
any court shall at any time hold that notice of Lender's priority interest in any property or
interests described in this Security Instrument must, in order to be effective against a
particular class of persons, including but not limited to the Federal government and any
subdivision, agency or entity of the Federal government, be filed in the UCC records.
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4.2 REPRESENTATIONS AND WARRANTIES. Trustor represents and warrants that: (a) Trustor
has, or will have, good title to the Collateral; (b) Trustor has not previously assigned or
encumbered the Collateral, and no financing statement covering any of the Collateral has been
delivered to any other person or entity; and (c) Trustor's principal place of business is located at
the address sot forth on the cover page of this Security Instrument.
4.3 COVENANTS. Trustor agrees: (a) to execute and deliver such documents as Lender deems
necessary to create, perfect and continue the security interests contemplated hereby; (b) not to
change its name, and as applicable, its chief executive office, its principal residence or the
jurisdiction in which it is organized and/or registered without giving Lender prior written notice
thereof; (c) to cooperate with Lender in perfecting all security interests granted herein and in
obtaining such agreements from third parties as Lender deems necessary, proper or convenient
in connection with the preservation, perfection or enforcement of any of its rights hereunder; and
(d) that Lender is authorized to file financing statements in the name of Trustor to perfect
Lender's security interest in the Collateral.
4.4 RIGHTS OF LENDER. In addition to Lender's rights as a "Secured Party" under the UCC,
Lender may, but shall not be obligated to, at any time without notice and at the expense of
Trustor: (a) give notice to any person of Lender's rights hereunder and enforce such rights at law
or in equity; (b) insure, protect, defend and preserve the Collateral or any rights or interests of
Lender therein; (c) inspect the Collateral; and (d) endorse, collect and receive any right to
payment of money owing to Trustor under or from the Collateral.
Upon the occurrence and continuance of a Default (hereinafter defined) under this Security
Instrument, beyond any applicable notice and cure periods, then in addition to all of Lender's
rights as a "Secured Party" under the UCC or otherwise at law and in addition to Lender's rights
under the Loan Documents:
(a) Lender may (1) upon written notice, require Trustor to assemble any or all of the Collateral
and make it available to Lender at a place designated by Lender; (ii) without prior notice,
but subject to the rights of tenants and parties in possession, enter upon the Property or
other place where any of the Collateral may be located and take possession of, collect,
sell, lease, license or otherwise dispose of any or all of the Collateral, and store the same
at locations acceptable to Lender at Trustor's expense; (iii) sell, assign and deliver at any
place or in any lawful manner all or any part of the Collateral and bid and become the
purchaser at any such sales; and
(b) Lender may, for the account of Trustor and at Trustor's expense: (i) operate, use,
consume, sell, lease, license or otherwise dispose of the Collateral as Lender deems
appropriate for the purpose of performing any or all of the Secured Obligations; (ii) enter
into any agreement, compromise, or settlement, including insurance claims, which
Lender may deem desirable or proper with respect to any of the Collateral; and (iii)
endorse and deliver evidences of title for, and receive, enforce and collect by legal action
or otherwise, all indebtedness and obligations now or hereafter owing to Trustor in
connection with or on account of any or all of the Collateral; and
(c) Any proceeds of any disposition of any Collateral may be applied by Lender to the
payment of expenses incurred by Lender in connection with the foregoing, including
reasonable attorneys' fees, and the balance of such proceeds may be applied by Lender
toward the payment of the Secured Obligations in such order of application as Lender
may from time to time elect.
]Notwithstanding any other provision hereof, Lender shall not be deemed to have accepted any
property other than cash in satisfaction of any obligation of Trustor to Lender unless Trustor shall
make an express written election of said remedy under the UCC or other applicable law. Trustor
agrees that Lender shall have no obligation to process or prepare any Collateral for sale or other
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disposition. Truster acknowledges and agrees that a disposition of the Collateral in accordance
with Lender's rights and remedies as heretofore provided is a disposition thereof in a
commercially reasonable manner and that ten (10) days prior notice of such disposition is
commercially reasonable notice.
4.5 POWER OF ATTORNEY. Upon the occurrence and continuance of a Default, Truster hereby
irrevocably appoints Lander as Trustor's attorney -in -fact (such agency being coupled with an
interest), and as such attorney -in -fact Lender may, without the obligation to do so, in Lender's
name, or in the name of Truster, prepare, execute and file or record financing statements,
continuation statements, applications for registration and like papers necessary to create, perfect
or preserve any of Lender's security interests and rights in or to any of the Collateral, and, upon a
Default hereunder, take any other action required of Truster; provided, however, that Lender as
such attorney -in -fact shall be accountable only for such funds as are actually received by Lender.
ARTICLE 5. RIGHTS AND DUTIES OF THE PARTIES
5.1 PERFORMANCE OF SECURED OBLIGATIONS. Trustor shall promptly pay and perform each
Secured Obligation for which it is responsible hereunder or under the Loan Agreement when due.
If Truster fails to timely pay or perform any portion of the Secured Obligations (including taxes,
assessments and insurance premiums), or if a legal proceeding is commenced that may
adversely affect Lender's rights in the Property, then Lender may (but is not obligated to), at
Trustor's expense, take such action as it considers to be necessary to protect the value of the
Property and Lender's rights in the Property, including the retaining of counsel, and any amount
so expended by Lender will be added to the Secured Obligations and will be payable by Truster
to Lender on demand, together with interest thereon from the date of advance until paid at the
default rate provided in the Note.
5.2 TAXES AND ASSESSMENTS. Subject to Trustor's rights to contest payment of taxes or
assessments as may be provided in the Loan Agreement, Truster shall pay prior to delinquency
all taxes, assessments, levies and charges imposed by any public or quasi -public authority or
utility company which are or which may become a lien upon or cause a loss in value of the
Property or any interest therein. Truster shall also pay prior to delinquency all taxes,
assessments, levies and charges imposed by any public authority upon Lender by reason of its
interest in any Secured Obligation or in the Property, or by reason of any payment made to
Lender pursuant to any Secured Obligation; provided, however, Truster shall have no obligation
to pay taxes which may be imposed from time to time upon Lender and which are measured by
and imposed upon Lender's net income. If the Property or any lot or parcel thereof is part of a
larger tax or assessment parcel, Trustor shall, as soon after recordation of this Security
Instrument as is reasonably possible, cause the tax or assessment parcel to be split or amended
so that its boundaries correspond to the boundaries of the Property and its lots or parcels.
5.3 LIENS, ENCUMBRANCES AND CHARGES. Trustor shall within thirty (30) days of actual
knowledge thereof, discharge all liens, claims and encumbrances not approved by Lender in
writing that has or may attain priority over this Security Instrument. Subject to the provisions of
the Loan Agreement regarding mechanics' liens, Trustor shall pay when due all obligations
secured by, or which may become, liens and encumbrances which shall now or hereafter
encumber or appear to encumber all or any part of the Property or Collateral, or any interest
therein, whether senior or subordinate hereto.
5.4 DAMAGES; INSURANCE AND CONDEMNATION PROCEEDS.
(a) The following (whether now existing or hereafter arising) are all absolutely and
irrevocably assigned by Trustor to Lender and, at the request of Lender, shall be paid
directly to Lender: (i) all awards of damages and all other compensation payable directly
or indirectly by reason of a condemnation or proposed condemnation for public or private
PPAB 6638762v6

BK 8342 PG 0866
LOAN NUMBER 1020658
use affecting all or any part of, or any interest in, the Property or Collateral; (ii) all other
claims and awards for damages to, or decrease in value of, all or any part of, or any
interest in, the Property or Collateral; (lii) all proceeds of any insurance policies (whether
or not expressly required by Lender to be maintained by Trustor, including, but not limited
to, earthquake insurance and terrorism insurance, if any) payable by reason of loss
sustained to all or any part of the Property or Collateral; and (iv) all interest which may
accrue on any of the foregoing. Subject to applicable law, and without regard to any
requirement contained in this Security Instrument, Lender may at its discretion apply all
or any of the proceeds it receives to its expenses in settling, prosecuting or defending
any claim and may apply the balance to the Secured Obligations in such order and
amounts as Lender in its sole discretion may choose, and/or Lender may release all or
any part of the proceeds to Trustor upon any conditions Lender may impose. Lender
may commence, appear in, defend or prosecute any assigned claim or action and may
adjust, compromise, settle and collect all claims and awards assigned to Lender;
provided, however, in no event shall Lender be responsible for any failure to collect any
claim or award, regardless of the cause of the failure, including, without limitation, any
malfeasance or nonfeasance by Lender or its employees or agents.
(b) At its sole option, Lender may permit insurance or condemnation proceeds held by
Lender to be used for repair or restoration but may condition such application upon
reasonable conditions, including, without limitation: (i) the deposit with Lender of such
additional funds which Lender reasonably determines are needed to pay all costs of the
repair or restoration, (including, without limitation, taxes, financing charges, insurance
and rent during the repair period); (ii) the establishment of an arrangement for lien
releases and disbursement of funds acceptable to Lender (the arrangement contained in
the Loan Agreement for obtaining lien releases and disbursing loan funds shall be
deemed reasonable with respect to disbursement of insurance or condemnation
proceeds); (iii) the delivery to Lender of plans and specifications for the work, a cost
breakdown for the work and a payment and performance guaranty for the work, all of
which shall be reasonably acceptable to Lender; and (iv) the delivery to Lender of
evidence reasonably acceptable to Lender (aa) omitted; (bb) omitted; (cc) that upon
completion of the work, the size, capacity and total value of the Property will be at least
as great as it was before the damage or condemnation occurred; (dd) that there has boon
no material adverse change in the financial condition or credit of Trustor and Borrower
and any guarantors since the date of this Security Instrument; and (ee) of the reasonable
satisfaction of any additional conditions that Lender may reasonably establish to protect
its security. Trustor hereby acknowledges that the conditions described above are
reasonable, and, if such conditions have not been satisfied within sixty (60) days of
receipt by Lender of such insurance or condemnation proceeds, then Lender may apply
such insurance or condemnation proceeds to pay the Secured Obligations in such order
and amounts as Lender in its sole discretion may choose.
5.6 MAINTENANCE AND PRESERVATION OF THE PROPERTY. Subject to the provisions of the
Loan Agreement, Trustor covenants: (a) to insure the Property and Collateral against such risks
as Lender may reasonably require as set forth in the Loan Agreement and any supplemental
insurance provisions or requirements provided to Trustor by Lender, and, at Lender's request, to
provide evidence of such insurance to Lender, and to comply with the requirements of any
insurance companies providing such insurance; (b) to keep the Property and Collateral in good
condition and repair; (c) [intentionally omitted]; (d) to complete or restore promptly and in good
and workmanlike manner the Property and Collateral, or any part thereof which may be damaged
or destroyed, without regard to whether Lender elects to require that insurance proceeds be used
to reduce the Secured Obligations as provided in that certain Section hereof entitled Damages;
Insurance and Condemnation Proceeds; (e) to comply with all laws, ordinances, regulations and
standards, and all covenants, conditions, restrictions and equitable servitudes, whether public or
private, of every kind and character which affect the Property or Collateral and pertain to acts
committed or conditions existing thereon, including, without limitation, any work, alteration,
PPA,B 6638762v6

BK 8342 PG 0867
LOAN NUMBER 1020658
improvement or demolition mandated by such laws, covenants or requirements; (f) not to commit
or permit waste of the Property or Collateral; and (g) to do all other acts which from the character
or use of the Property or Collateral may be reasonably necessary to maintain and preserve its
value.
5.6 DEFENSE AND_ NOTICE OF LOSSES, CLAIMS AND ACTIONS. At Trustor's sole expense,
Truster shall protect, preserve and defend the Property and Collateral and title to and right of
possession of the Property and Collateral, the security hereof and the rights and powers of
Lender and Trustee hereunder against all adverse claims. Truster shall give Lender and Trustee
prompt notice in writing of the assertion of any claim, of the filing of any action or proceeding, of
the occurrence of any material damage to the Property or Collateral and of any condemnation
offer or action with respect to the Property or Collateral.
5.7 ACTIONS BY LENDER. From time to time, without affecting the personal liability of any person
for payment of any indebtedness or performance of any obligations secured hereby, Lender,
without liability therefor and without notice, may: (a) release all or any part of the Property from
this Security Instrument; (b) consent to the making of any map or plat thereof; and (c) join in any
grant of easement thereon, any declaration of covenants and restrictions, or any extension
agreement or any agreement subordinating the lien or charge of this Security Instrument.
5.8 ACCEPTANCE OF TRUST; POWERS AND DUTIES OF TRUSTEE.
(a) Trustee accepts this trust when this Security Instrument is recorded. Except as may be
required by applicable law, Trustee or Lender may from time to time apply to any court of
competent jurisdiction for aid and direction in the execution of the trust hereunder and the
enforcement of the rights and remedies available hereunder, and may obtain orders or
decrees directing or confirming or approving acts in the execution of said trust and the
enforcement of said remedies.
(b) Trustee shall not be required to take any action toward the execution and enforcement of
the trust hereby created or to institute, appear in, or defend any action, suit, or other
proceeding in connection therewith where, in Trustee's opinion, such action would be
likely to involve him in expense or liability, unless requested so to do by a written
instrument signed by Lender and, if Trustee so requests, unless Trustee is tendered
security and indemnity satisfactory to Trustee against any and all cost, expense, and
liability arising therefrom. Trustee shall not be responsible for the execution,
acknowledgment, or validity of the Loan Documents, or for the proper authorization
thereof, or for the sufficiency of the lien and security interest purported to be created
hereby, and Trustee makes no representation in respect thereof or in respect of the
rights, remedies, and recourses of Lender.
(c) 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 Loan 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
agents or attorneys, (iii) to select and employ, in and about the execution of his 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 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
PPAB 6638762v6

BK 8342 PG 0868
LOAN NUMBER 1020658
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 any 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
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.
TRUSTOR WILL, FROM TIME TO TIME, PAY THE COMPENSATION DUE TO
TRUSTEE HEREUNDER AND REIMBURSE TRUSTEE FOR, AND INDEMNIFY AND
HOLD HARMLESS TRUSTEE AGAINST, ANY AND ALL LIABILITY AND EXPENSES
WHICH MAY BE INCURRED BY TRUSTEE IN THE PERFORMANCE OF TRUSTEE'S
DUTIES.
(d) 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.
(a) Should any deed, conveyance, or instrument of any nature be required from Trustor by
any Trustee or substitute Trustee to more fully and certainly vest in and confirm to the
Trustee or substitute Trustee such estates, rights, powers, and duties, then, upon request
by the 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 Trustor.
(f) By accepting or approving anything required to be observed, performed, or fulfilled or to
be given to Trustee pursuant to the Loan documents, including without limitation, any
deed, conveyance, instrument, officer's certificate, balance sheet, statement of profit and
loss or other financial statement, survey, appraisal, or insurance policy, Trustee shall not
be deemed to have warranted, consented to, or affirmed the sufficiency, legality,
effectiveness, or legal effect of the same, or of any term, provision, or condition thereof,
and such acceptance or approval thereof shall not be or constitute any warranty or
affirmation with respect thereto by Trustee.
5.9 COMPENSATION;_EXCULPATION; INDEMNIFICATION.
(a) Lender shall not directly or indirectly be liable to Trustor or any other person as a
consequence of (i) the exercise of the rights, remedies or powers granted to Lender in
this Security Instrument; (ii) the failure or refusal of Lender to perform or discharge any
obligation or liability of Trustor under any agreement related to the Property or Collateral
or under this Security Instrument; or (Ili) any loss sustained by Trustor or any third party
resulting from Lender's failure (whether by malfeasance, nonfeasance or refusal to act) to
lease the Property after a Default (hereinafter defined) or from any other act or omission
(regardless of whether same constitutes negligence) of Lender in managing the Property
after a Default unless the loss is caused by the gross negligence or willful misconduct of
Lender and no such liability shall be asserted against or imposed upon Lender, and all
such liability is hereby expressly waived and released by Trustor.
(b) TRUSTOR AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS TRUSTEE
AND INDEMNITEES (AS HEREINAFTER DEFINED) FOR, FROM AND AGAINST ALL
LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT
COSTS, AND LEGAL EXPENSES OR OTHER EXPENSES (INCLUDING WITHOUT
LIMITATION, ATTORNEYS' FEES AND EXPENSES), COST OF EVIDENCE OF TITLE,
COST OF EVIDENCE OF VALUE, AND OTHER EXPENSES WHICH ANY
PPAB 6638762v6

BK 8342 PG 0869
LOAN NUMBER 1020658
INDEMNITEE MAY INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF: (1) BY
REASON OF THIS SECURITY INSTRUMENT; (ii) BY REASON OF THE EXECUTION
OF THIS SECURITY INSTRUMENT OR IN PERFORMANCE OF ANY ACT REQUIRED
OR PERMITTED HEREUNDER OR BY LAW; (Iii) AS A RESULT OF ANY FAILURE OF
TRUSTOR TO PERFORM TRUSTOR'S OBLIGATIONS; OR (iv) BY REASON OF ANY
ALLEGED OBLIGATION OR UNDERTAKING ON ANY INDEMNITEE'S PART TO
PERFORM OR DISCHARGE ANY OF THE REPRESENTATIONS, WARRANTIES,
CONDITIONS, COVENANTS OR OTHER OBLIGATIONS CONTAINED IN ANY OTHER
DOCUMENT RELATED TO THE PROPERTY, THE ABOVE OBLIGATION OF
TRUSTOR TO INDEMNIFY AND HOLD HARMLESS TRUSTEE AND INDEMNITEES
SHALL SURVIVE THE CANCELLATION OF THE SECURED OBLIGATIONS AND THE
RECONVEYANCE, RELEASE OR SATISFACTION OR PARTIAL RECONVEYANCE,
RELEASE OR SATISFACTION OF THIS SECURITY INSTRUMENT. FOR THE
PURPOSES HEREOF, "INDEMNITEES" SHALL MEAN LENDER, LENDER'S
PARENTS, SUBSIDIARIES AND AFFILIATES, ANY HOLDER OF OR PARTICIPANT
IN THE LOAN, AND EACH OF THEIR RESPECTIVE DIRECTORS OFFICERS,
EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS OF ANY OF THE
FOREGOING.
(c) Trustor shall pay all amounts and indebtedness arising under this Section immediately
upon demand by Trustee or Lender together with interest thereon from the date the
indebtedness arises at the rate of interest then applicable to the principal balance of the
Note as specified therein.
5.10 SUBSTITUTION OF TRUSTEE. Trustee may resign at any time by giving notice thereof to
Lender as provided by law. Lender may, from time to time, by instrument in writing, substitute a
successor to any Trustee named herein or acting hereunder in the manner provided by law.
Such writing, upon recordation, shall be conclusive proof of proper substitution of such successor
Trustee, who shall, without conveyance from the predecessor Trustee, succeed to all its title.
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 North Carolina, and in the event of the
death or resignation of the Trustee herein named, 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.
5.11 DUE ON SALE; ENCUMBRANCE, Except in the ordinary course of Trustor's business, if the
Property or any interest therein or if any direct or indirect ownership interest in Trustor shall be
sold, under contract to sell, transferred, mortgaged, assigned, further encumbered or leased,
whether directly or indirectly, whether voluntarily, involuntarily or by operation of law, or if there
shall be any change in the management of the Property or Trustor, in each case without the prior
written consent of Lender or as expressly permitted by or in accordance with the Loan
Agreement, THEN Lender, in its sole discretion, may at anytime thereafter declare all Secured
Obligations immediately due and payable.
5.12 RELEASE OF LOTS. Trustor shall be entitled to obtain releases of individual Lots (as defined in
the Loan Agreement) or common areas of the Property from the lien of this Security Instruments
upon satisfaction of the application conditions to release sot forth in the Loan Agreement.
5.13 RELEASES, EXTENSIONS, MODIFICATIONS AND ADDITIONAL SECURITY. Without notice
to or the consent, approval or agreement of any persons or entities having any interest at any
time in the Property and Collateral or in any manner obligated under the Secured Obligations
("Interested Parties"), Lender may, from time to time and without notice to Trustor or Borrower (i)
release any person or entity from liability for the payment or performance of any Secured
PPAB 6638762v6

BK 8342 PG 0870
LOAN NUMBER 1020658
Obligation; (ii) take any action or make any agreement extending the maturity or otherwise
altering the terms or increasing the amount of any Secured Obligation; or (ill) accept additional
security or release all or a portion of the Property and Collateral and other security for the
Secured Obligations. None of the foregoing actions shall release or reduce the personal liability
of any of said Interested Parties, or release or impair the priority of the lien of and security
interests created by this Security Instrument upon the Property, the Collateral or any other
security provided herein or in the other Loan Documents.
5.14 RECONVEYANCE. Upon Lender's written request, and upon surrender to Trustee for
cancellation, release or satisfaction of this Security Instrument or a certified copy thereof and any
note, instrument, or instruments setting forth all obligations secured hereby, Trustee shall
reconvey or release, without warranty, the Property or that portion thereof then held hereunder.
To the extent permitted by law, the reconveyance, release or satisfaction may describe the
grantee as "the person or persons legally entitled thereto' and the recitals of any matters or facts
in any reconveyance, release or satisfaction executed hereunder shall be conclusive proof of the
truthfulness thereof. Lender and Trustee shall not have any duty to determine the rights of
persons claiming to be rightful grantees of any reconveyance, release or satisfaction. When the
Property has been fully reconveyed, released or satisfied, the last such reconveyance, release or
satisfaction shall operate as a reassignment of all future rents, issues and profits of the Property
to the person or persons legally entitled thereto.
5.15 SUBROGATION. Lender shall be subrogated to the lien of all encumbrances, whether released
of record or not, paid in whole or in part by Lender pursuant to the Loan Documents or by the
proceeds of any loan secured by this Security Instrument.
5.16 RIGHT OF INSPECTION. Lender, its agents, representatives and employees, may enter any
part of the Property at any reasonable time upon notice to Trustor for the purpose of inspecting
the Property and Collateral and ascertaining TrUStor'S compliance with the terms hereof and the
other Loan Documents.
5.17 COMMUNITY FACILITIES DISTRICT. Without obtaining the prior written consent of Lender
(which consent shall not be unreasonably withheld, conditioned or delayed), Trustor shall not
consent to, or vote in favor of, the inclusion of all or any part of the Property in any assessment
district, improvement district, community facilities district, special district, special improvement
district, governmental district or other similar district (any such district, a "Special Assessment
District"). Trustor shall immediately give notice to Lender of any notification or advice that
Trustor may receive from any municipality or other third party of any intent or proposal to include
all or any part of the Property in a Special Assessment District. Lender shall have the right to file
a written objection to the inclusion of all or any part of the Property in a Special Assessment
District, either in its own name or in the name of Trustor, and to appear at, and participate in, any
hearing with respect to the formation of any such district.
ARTICLE 6. DEFAULT PROVISIONS
6.1 DEFAULT. For all purposes hereof, the term "Default" shall mean (a) at Lender's option, the
failure of Trustor or any other person liable to make any payment of principal or interest on the
Note or to pay any other amount due hereunder or under the Note within five (5) days of the date
when the same is due and payable, whether at maturity, by acceleration or otherwise; or (b) the
occurrence and continuance, beyond any applicable notice and cure periods, of any Default as
defined in any one or more of the Loan Agreement, any other Loan Document or any Other
Related Document, or an "Event of Default" under any Swap Agreement (as defined therein)
between Borrower and Lender.
PPAB 6638762v6

BK 8342 PG 0871
LOAN NUMBER 1020658
6.2 RIGHTS AND REMEDIES. At any time after Default, Lender and Trustee shall each have each
and every one of the following rights and remedies in addition to Lender's rights under the other
Loan Documents or under any Swap Agreement between Borrower and Lender:
(a) With or without notice, to declare all Secured Obligations (other than Swap Agreements)
immediately due and payable,
(b) Pursuant to the terms of a Swap Agreement between Borrower and Lender, terminate
such Swap Agreement.
(c) With or without notice, and without releasing Trustor or Borrower from any Secured
Obligation, and without becoming a mortgagee in possession, to cure any breach or
Default of Truster or Borrower and, in connection therewith, to enter upon the Property
and do such acts and things as Lender or Trustee deems necessary or desirable to
protect the security hereof, including, without limitation: (i) to appear in and defend any
action or proceeding purporting to affect the security of this Security Instrument or the
rights or powers of Lender or Trustee under this Security Instrument; (ii) to pay,
purchase, contest or compromise any encumbrance, charge, lien or claim of lien which,
in the sole judgment of either Lender or Trustee, is or may be senior in priority to this
Security Instrument, the judgment of Lender or Trustee being conclusive as between the
parties hereto; (iii) to obtain insurance and to pay any premiums or charges with respect
to insurance required to be carried under this Security Instrument; or (iv) to employ
counsel, accountants, contractors and other appropriate persons.
(d) To commence and maintain an action or actions in any court of competent jurisdiction to
foreclose this instrument as a deed of trust or mortgage or to obtain specific enforcement
of the covenants of Truster hereunder, and Truster agrees that such covenants shall be
specifically enforceable by injunction or any other appropriate equitable remedy and that
for the purposes of any suit brought under this subparagraph, Truster waives the defense
of lathes and any applicable statute of limitations.
(e) To the extent this Security Instrument may encumber more than one property, the Lender
at its sole option shall have the right to foreclose any one property or to foreclose en
masse. In any suit to foreclose the lien hereof, there shall be allowed and included as
additional indebtedness to the decree for sale all costs, fees and expenses described in
that certain Section hereof entitled Payment of Costs, Expenses and Attorney's Fees
which may be paid or incurred by or on behalf of Lender to prosecute such suit, and such
other costs and fees including, but not limited to, appraisers' fees, outlays for
documentary and expert evidence, stenographers' charges, publication costs, accounting
fees, brokerage commissions, costs of whatever nature or kind to protect and avoid
impairment of the Property, and other related costs and fees as shall be necessary.
(f) To apply to a court of competent jurisdiction for and obtain the ex parte appointment of a
receiver of the Property as a matter of strict right and without regard to the adequacy of
the security for the repayment of the Secured Obligations, the existence of a declaration
that the Secured Obligations are immediately due and payable, or the filing of a notice of
default, and Trustor hereby consents to such ex parte appointment of a receiver and
waives notice of any hearing or proceeding for such appointment.
(g) To enter upon, possess, control, lease, manage and operate the Property or any part
thereof, to take and possess all documents, books, records, papers and accounts of
Trustor or the then owner of the Property, to make, terminate, enforce or modify Leases
of the Property upon such terms and conditions as Lender deems proper, to make
repairs, alterations and improvements to the Property as necessary, in Trustee's or
Lenders sole judgment, to protect or enhance the security hereof and to continue and
PPAB 6638762a6

BK 8342 PG 0872
LOAN NUMBER 1020658
complete construction of the Improvements of the Property as necessary in Lender's sole
judgment.
(h) To execute a written notice of such Default and of its election to cause the Property to be
sold to satisfy the Secured Obligations through the exercise of a non judicial power of
sale granted herein. As a condition precedent to any such sale, Trustee shall give and
record such notice as the law then requires. When the minimum period of time required
by law after such notice has elapsed, Trustee, without notice to or demand upon Trustor
except as required by law, shall sell the Property at the time and place of sale fixed by it
in the notice of sale, at one or several sales, either as a whole or in separate parcels and
in such manner and order, all as Lender in its sole discretion may determine, at public
auction to the highest bidder for cash, in lawful money of the United States, payable at
time of sale. Neither Trustor nor any other person or entity other than Lender shall have
the right to direct the order in which the Property is sold. Subject to requirements and
limits imposed by law, Trustee may from time to time postpone sale of all or any portion
of the Property by public announcement at such time and place of sale. Trustee shall
deliver to the purchaser at such sale a deed conveying the Property or portion thereof so
sold, but without any covenant or warranty, express or implied. The recitals in the deed
of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person,
including Trustee, Trustor or Lender may purchase at the sale.
(i) To resort to and realize upon the security hereunder and any other security now or later
held by Lender concurrently or successively and in one or several consolidated or
independent judicial actions or lawfully taken non judicial proceedings, or both, and to
apply the proceeds received upon the Secured Obligations all in such order and manner
as Lender and Trustee, or either of them, determine in their sole discretion.
0) Upon sale of the Property at any foreclosure sale, Lender may credit bid (as determined
by Lender in its sole and absolute discretion) all or any portion of the Secured
Obligations. In determining such credit bid, to the extent permitted by law, Lender may,
but is not obligated to, take into account all or any of the following: (i) appraisals of the
Property as such appraisals may be discounted or adjusted by Lender in its sole and
absolute underwriting discretion; (ii) expenses and costs incurred by Lender with respect
to the Property prior to foreclosure; (iii) expenses and costs which Lender anticipates will
be incurred with respect to the Property after foreclosure, but prior to resale, including,
without limitation, costs of structural reports and other due diligence, costs to carry the
Property prior to resale, costs of resale (e.g. commissions, attorneys' fees, and taxes),
costs of any hazardous materials clean-up and monitoring, costs of deferred
maintenance, repair, refurbishment and retrofit, costs of defending or settling litigation
affecting the Property, and lost opportunity costs (if any), including the time value of
money during any anticipated holding period by Lender; (iv) declining trends in real
property values generally and with respect to properties similar to the Property; (v)
anticipated discounts upon resale of the Property as a distressed or foreclosed property;
(vi) the fact of additional collateral (if any), for the Secured Obligations; and (vii) such
other factors or matters that Lender (in its sole and absolute discretion) deems
appropriate. In regard to the above, Trustor acknowledges and agrees that: (w) Lender
is not required to use any or all of the foregoing factors to determine the amount of its
credit bid; (x) this Section does not impose upon Lender any additional obligations that
are not imposed by law at the time the credit bid is made; (y) the amount of Lender's
credit bid need not have any relation to any loan -to -value ratios specified in the Loan
Documents or previously discussed between Trustor and Lender; and (z) Lender's credit
bid may be (at Lender's sole and absolute discretion) higher or lower than any appraised
value of the Property.
(k) Upon the completion of any foreclosure of all or a portion of the Property, commence an
action to recover any of the Secured Obligations that remains unpaid or unsatisfied.
PPAB 6638762v6

BK 8342 PG 0873
LOAN NUMBER 1020658
(1) Exercise any and all remedies at law, equity, or under the ]Vote, Security Instrument or
other Loan Documents for such Default.
6.3 APPLICATION OF FORECLOSURE SALE PROCEEDS. Except as may be otherwise required
by applicable law, after Trustee retains his commission and after deducting all costs, fees and
expenses of Lender and Trustee, and of this trust, including, without limitation, cost of evidence of
title and attorneys' fees in connection with sale and costs and expenses of sale and of any judicial
proceeding wherein such sale may be made, all proceeds of any foreclosure sale shall be
applied; (a) to payment of all sums expended by Lender under the terms hereof and not then
repaid, with accrued interest at the rate of interest specified in the Note to be applicable on or
after maturity or acceleration of the Note; (b) to payment of all other Secured Obligations; and (c)
the remainder, if any, to the person or persons legally entitled thereto.
6.4 APPLICATION OF OTHER SUMS. All sums received by Lender under this Security Instrument
other than those described in that certain Section hereof entitled Rights and Remedios or that
certain Section hereof entitled Grant of License, less all costs and expenses incurred by Lender
or any receiver, including, without limitation, attorneys' fees, shall be applied in payment of the
Secured Obligations in such order as Lender shall determine in its solo discretion; provided,
however, Lender shall have no liability for funds not actually received by Lender.
6.5 NO CURE OR WAIVER. Neither Lender's nor Trustee's nor any recelver's entry upon and taking
possession of all or any part of the Property and Collateral, nor any collection of rents, issues,
profits, insurance proceeds, condemnation proceeds or damages, other security or proceeds of
other security, or other sums, nor the application of any collected sum to any Secured Obligation,
nor the exercise or failure to exercise of any other right or remedy by Lender or Trustee or any
receiver shall cure or waive any breach, Default or notice of default under this Security
Instrument, or nullify the effect of any notice of default or sale (unless all Secured Obligations
then due have been paid and performed and Truster has cured all other defaults), or limit or
impair the status of the security, or prejudice Lender or Trustee in the exercise of any right or
remedy, or be construed as an affirmation by Lender of any tenancy, lease or option or a
subordination of the lien of or security interests created by this Security Instrument.
6.6 PAYMENT OF COSTS, EXPENSES AND ATTORNEYS' FEES. Trustor agrees to pay to Lender
within five (5) calendar days after written demand all actual costs and expenses of any kind
incurred by Trustee and Lender pursuant to this Article (including, without limitation, court costs
and attorneys' fees, whether incurred in litigation or not, including, without limitation, at trial, on
appeal or in any bankruptcy or other proceeding, or not and the costs of any appraisals obtained
in connection with a determination of the fair value of the Property) with interest from the date of
expenditure until said sums have been paid at the rate of interest then applicable to the principal
balance of the Note as specified therein or as allowed by applicable law. In addition, Trustor will
pay the costs and fees for title searches, sale guarantees, publication costs, appraisal reports or
environmental assessments made in preparation for and in the conduct of any such proceedings
or suit, and Trustor shall pay to Trustee all Trustee's fees hereunder and shall reimburse Trustee
for all actual expenses incurred in the administration of this trust, including, without limitation, any
attorneys' fees. All of the foregoing amounts must be paid to Lender as part of any reinstatement
tendered hereunder. In the event of any legal proceedings, court costs and attorneys' fees shall
be set by the court and not by jury and shall be included in any judgment obtained by Lender.
6.7 POWER TO FILE NOTICES AND CURE DEFAULTS. Trustor hereby irrevocably appoints
Lender and its successors and assigns, as its attorney -in -fact, which agency is coupled with an
interest, (a) omitted (b) upon the issuance of a deed pursuant to the foreclosure of the lien of this
Security Instrument or the delivery of a deed in lieu of foreclosure, to execute all instruments of
assignment or further assurance with respect to the Property and Collateral, Leases and
Payments in favor of the grantee of any such deed, as may be necessary or desirable for such
purpose and (c)) to prepare, execute and file or record financing statements, continuation
PPAB 66397620

BK 8342 PG 0874
LOAN NUMBER 1020658
statements, applications for registration and like papers necessary to create, perfect or preserve
Lender's security interests and rights in or to any of the Property and Collateral granted herein,
and (d) upon the occurrence and continuance of an event, act or omission which, with notice or
passage of time or both, would constitute a Defalt, Lender may perform any obligation of Trustor
hereunder; provided, however, that: (i) Lender as such attorney -in -fact shall only be accountable
for such funds as are actually received by Lender; and (ii) Lender shall not be liable to Trustor or
any other person or entity for any failure to act (whether such failure constitutes negligence) by
Lender under this Section. Furthermore, the Trustor hereby authorizes Lender and/or the Trustee
and their respective agents or counsel to file financing statements that indicate the collateral (i) as
all assets of the Trustor or words of similar effect or (ii) as being of an equal, greater or lesser
scope, or with greater or lesser detail, than as set forth in this Security Agreement and/or this
Security Instrument, on behalf of the Trustor.
6.8 REMEDIES CUMULATIVE. All rights and remedies of Lender and Trustee provided hereunder
are cumulative and are in addition to all rights and remedies provided by applicable law (including
specifically that of foreclosure of this instrument as though it were a mortgage) or in any other
agreements between Trustor and Lender. No failure on the part of Lender to exercise any of its
rights hereunder arising upon any Default shall be construed to prejudice its rights upon the
occurrence of any other or subsequent Default. No delay on the part of Lender in exercising any
such rights shall be construed to preclude it from the exercise thereof at any time while that
Default is continuing. Lender may enforce any one or more remedies or rights hereunder
successively or concurrently. By accepting payment or performance of any of the Secured
Obligations after its due date, Lender shall not waive the agreement contained herein that time is
of the essence, nor shall Lender waive either its right to require prompt payment or performance
when due of the remainder of the Secured Obligations or its right to consider the failure to so pay
or perform a Default.
ARTICLE 7. NORTH CAROLINA PROVISIONS
7.1 POWER OF SALE. Should the Lender elect to foreclose by exercise of the power of sale herein
contained, the Lender shall notify the Trustee and request that the Trustee commence such
proceedings as more particularly described in the Special State Provisions contained below.
Lender may from time to time rescind any notice of default or notice of sale before any Trustee's
sale. The exercise by Lender of such right of rescission shall not constitute a waiver of any
breach or Default then existing or subsequently occurring, or impair the right of Lender to execute
and deliver to Trustee, as above provided, other declarations or notices of default to satisfy the
obligations of this Security Instrument or secured hereby, nor otherwise affect any provision,
covenant or condition of any Loan Document or any of the rights, obligations or remedies of
Trustee or Lender hereunder or thereunder.
7.2 SPECIAL STATE PROVISIONS. The provisions of this Section are an integral part of this
Security Instrument. In the event of any inconsistencies between the terms and conditions of this
Section and the other provisions of this Security Instrument, the terms and conditions of Section
shall be controlling.
(a) Interest Before and After Judgment. The Secured Obligations shall bear interest at the
Default Rate described in the Note both before and after any judgment on the Secured
Obligations.
(b) Power of Sale. Upon the occurrence of a Default, Lender may notify the Trustee to
exercise the power of sale granted hereunder and upon such notification it shall be lawful
for and the duty of the Trustee, and the Trustee is hereby authorized and empowered to
expose to sale and to sell the Property or any part thereof at public sale to the highest
bidder for cash, in compliance with all applicable requirements of North Carolina law then
governing the exercise of powers of sale contained in deeds of trust and upon such sale,
PPAB 6638762v6

BK 8342 PG 0875
LOAN NUMBER 1020668
the Trustee shall collect the purchase proceeds and convey title to the portion of the
Property so sold to the purchaser in fee simple. In the event of a sale of the Property or
any part thereof, the proceeds of sale shall be applied as set forth in that certain Section
entitled Application of Foreclosure Sale Proceeds of,this Security Instrument, except that
the expenses described in such Section shall also include all proceedings (either before
the clerk of superior court or otherwise) in effecting such sale, a commission for the
Trustee's services as hereinafter provided and all costs of collection or enforcement of
the Secured Obligations (including, without limitation, reasonable attorneys' fees as
provided herein or in any instruments evidencing the Secured Obligations). Trustor
agrees that in the event of a sale hereunder, Lender shall have the right to bid at such
sale and shall have the right to credit all or any portion of the Secured Obligations against
the purchase price. The 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. The Trustee may require the successful bidder at any sale to deposit
immediately with the Trustee cash or certified check or cashier's check in an amount up
to five percent (5.0%) of the bid provided notice of such deposit requirement is published
as required by law. The bid may be rejected if the deposit is not immediately made.
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 Section 25-9-604 of the North Carolina General Statutes (or any amendment
thereto), the Trustee is expressly authorized and empowered to expose to sale and sell
together with the 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. The
Property may be sold in such parcels or lots as the Trustee may determine without regard
to principles of marshaling and the Property may be sold at one sale or in multiple sales
as determined by the Trustee. The exercise of the power of sale hereunder by the
Trustee on one or more occasions shall not be deemed to extinguish the power of sale
which power of sale shall continue in full force and effect until all of the Property shall
have been finally sold and properly conveyed to the purchasers at the sales. The
Trustee's commission shall be 5% of the gross proceeds of the sale for a completed
foreclosure. In the event foreclosure is commenced, but not completed, Trustor shall pay
all expenses incurred by the Trustee, including reasonable attorneys' fees, and a partial
commission computed on 5% of the outstanding Secured Obligations in accordance with
the following schedule. one-fourth (114th) thereof before the Trustee issues a notice of
hearing on the right to foreclose; one-half (%) thereof after issuance of said notice; three -
fourths (314ths) thereof after such hearing; and the full commission after the initial sale.
Subject to the requirements and limits imposed by law, the Trustee may postpone 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.
(c) Waiver. Trustor hereby waives any rights or remedies on account of any extensions of
time, releases granted or other dealings between Lender and any subsequent owner of
the Property as said activities are contemplated or otherwise addressed in N.C. Gen.
Stat. Sec. 45-45.1 or any similar or subsequent law.
(d) Security Instrument as Financing Statement. As to those items of personal property
which are or are to become affixed to the Property and/or the improvements, and all
products and proceeds thereof, this Security Instrument is and shall be effective as a
PPAB 6638762v6

BK 8342 PG 0876
LOAN NUMBER 1020658
Financing Statement filed as a fixture filing as and from the date of its recordation in the
real estate records of the County in which the real property is situated. The name of the
record owner of the real property and improvements is the Trustor identified on the cover
page of this Security Instrument. The name and address of Trustor, as debtor, is set
forth on the cover page of this Security Instrument. The name and address of Lender, as
secured party, and from whom information concerning the security interest created herein
may be obtained, is set forth on the cover page of this Security Instrument. The
provisions set forth in that certain Article entitled Grant in Trust and that certain Article
entitled Security Agreement and Fixture Filing of this Security Instrument describe the
types and items of the personal property affixed or to be affixed to the real property and
the improvements. The fixtures are related to the real estate described in Exhibit A
attached hereto and incorporated herein by reference. Trustor is the type of entity
identified on the cover page of this Security Instrument and is organized under the laws
of the State identified on the cover page of this Security Instrument. The organizational
identification number of the Debtor is identified on the cover page of this Security
Instrument. This Financing Statement shall remain in effect as a fixture filing until this
Security Instrument is released or satisfied of record.
ARTICLE 8. MISCELLANEOUS PROVISIONS
8.1 NOTICES. All notices, demands, or other communications under this Security Instrument and the
other Loan Documents shall be in writing and shall be delivered to the appropriate party at the
address set forth below (subject to change from time to time by written notice to all other parties
to this Security Instrument). All notices, demands or other communications shall be considered
as properly given if delivered personally or sent by first class United States Postal Service mail,
postage prepaid, or by Overnight Express Mail or by overnight commercial courier service,
charges prepaid, except that notice of Default may be sent by certified mail, return receipt
requested, charges prepaid. Notices so sent shall be effective three (3) Business Days after
mailing, if mailed by first class mail, and otherwise upon delivery or refusal; provided, however,
that non -receipt of any communication as the result of any change of address of which the
sending party was not notified or as the result of a refusal to accept delivery shall be deemed
receipt of such communication. For purposes of notice, the address of the parties shall be:
Trustor:
Beachwood Weddington LLC, a North Carolina limited liability
company
200 Robbins Lane, Suite D-1
,Jericho, NY 11753
Attention: Michael L. Dubb
Trustee:
TRSTE, Inc., a Virginia corporation
301 South Tryon Street
Charlotte, NC 28202
(wl reference to Loan #1020486 and Lender AU #111756)
Lender:
WELLS FARGO BANK, National Association
1700 K Street NW
9111 Floor
Washington, DC 20006
MAC R0151-095
Attn: Nora Lebow
Loan #: 1020658
With a copy to:
Wells Fargo Bank, National Association
171 171h St., 4th Floor
MAC G0128-048
PPA,B 6638762v6

BK 8342 PG 0877
Atlanta, GA 30363-1032
Attn: Debra Hargrave
LOAN NUMBER 1020658
Any party shall have the right to change its address for notice hereunder to any other location within
the continental United States by the giving of thirty (30) days' notice to the other party in the manner
set forth hereinabove. Trustor shall forward to Lender, without delay, any notices, letters or other
communications delivered to the Property or to Trustor naming Lender or the "Construction
Lender" or any similar designation as addressee, or which could reasonably be deemed to affect
the construction of the Improvements or the ability of Trustor to perform its obligations to Lender
under the Loan Documents.
8.2 ATTORNEYS' FEES AND EXPENSES; ENFORCEMENT. If the Note is placed with an attorney
for collection or if an attorney is engaged by Lender to exercise rights or remedies or otherwise
take actions to collect thereunder or under any other Loan Document, or if suit be instituted for
collection, reinforcement of rights and remedies, then in all events, Trustor agrees to pay to
Lender all reasonable costs of collection, exercise of remedies or rights or other assertion of
claims, including, but not limited to, attorneys' fees, whether or not court proceedings are
instituted, and, where instituted, whether in district court, appellate court, or bankruptcy court. In
the event of any legal proceedings, court costs and attorneys' fees shall be set by the court and
not by jury and shall be included in any judgment obtained by Lender.
8.3 NO WAIVER. No previous waiver and no failure or delay by Lender in acting with respect to the
terms of the Note or this Security Instrument shall constitute a waiver of any breach, default, or
failure of condition under the Note, this Security Instrument or the obligations secured thereby. A
waiver of any term of the Note, this Security Instrument or of any of the obligations secured
thereby must be made in writing and shall be limited to the express written terms of such waiver.
8.4 SEVERABILITY. If any provision or obligation under this Security Instrument shall be determined
by a court of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall be
deemed severed from this Security Instrument and the validity, legality and enforceability of the
remaining provisions or obligations shall remain in full force as though the invalid, illegal, or
unenforceable provision had never been a part of this Security Instrument.
8.5 HEIRS, SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided under the
terms and conditions herein, the terms of this Security Instrument shall bind and inure to the
benefit of the heirs, executors, administrators, nominees, successors and assigns of the parties
hereto, including, without limitation, subsequent owners of the Property or any part thereof;
provided, however, that this Section does not waive or modify the provisions of that certain
Section entitled Due on Sale or Encumbrance.
8.6 ATTORNEY -IN -FACT. Trustor hereby irrevocably appoints and authorizes Lender as Trustor's
attorney -in -fact, which agency is coupled with an interest, and as such attorney -in -fact Lender
may, without the obligation to do so, execute and/or record in Lender's or Trustor's name any
notices, instruments or documents that Lender deems appropriate to protect Lender's interest
under any of the Loan Documents.
8.7 TIME. Time is of the essence of each and every term herein.
8.8 GOVERNING LAW AND CONSENT TO JURISDICTION. With respect to matters relating to the
creation, perfection and procedures relating to the enforcement of the liens created pursuant to
this Security Instrument, this Security Instrument shall be governed by, and construed in
accordance with, the laws of North Carolina, it being understood that, except as expressly set
forth above in this paragraph and to the fullest extent permitted by the laws of North Carolina, the
laws of North Carolina shall govern any and all matters, claims, controversies or disputes arising
under or related to this Security Instrument, the relationship of the parties, and/or the
PPAB 6638762v6

BK 8342 PG 0878
LOAN NUMBER 1020658
interpretation and enforcement of the rights and duties of the parties relating to this Security
Instrument, the Loan Agreement and the other Loan Documents and all of the indebtedness or
obligations arising thereunder or hereunder. Trustor hereby consents to the jurisdiction of any
federal or state court within North Carolina having proper venue and also consent to service of
process by any means authorized by North Carolina or federal law.
8.9 JOINT AND SEVERAL LIABILITY. The liability of all persons and entities obligated in any
manner hereunder and under any of the Loan Documents shall be joint and several.
8.10 HEADINGS. All article, section or other headings appearing in this Security Instrument are for
convenience of reference only and shall be disregarded in construing this Security Instrument.
8.11 COUNTERPARTS. To facilitate execution, this document may be executed in as many
counterparts as may be convenient or required. It shall not be necessary that the signature of, or
on behalf of, each party, or that the signature of all persons required to bind any party, appear on
each counterpart. All counterparts shall collectively constitute a single document. It shall not be
necessary in making proof of this document to produce or account for more than a single
counterpart containing the respective signatures of, or on behalf of, each of the parties hereto.
Any signature page to any counterpart may be detached from such counterpart without impairing
the legal effect of the signatures thereon and thereafter attached to another counterpart identical
thereto except having attached to it additional signature pages.
8.12 POWERS OF ATTORNEY. The powers of attorney granted by Trustor to Lender in this Security
Instrument shall be unaffected by the disability of the principal so long as any portion of the Loan
remains unpaid or unperformed or any obligation under or in connection with a Swap Agreement
between Borrower and Lender remains unpaid or unperformed. Lender shall have no obligation
to exercise any of the foregoing rights and powers in any event. Lender hereby discloses that it
may exercise the foregoing powers of attorney for Lenders benefit, and such authority need not
be exercised for Borrower's best interest.
8.13 DEFINED TERMS. Unless otherwise defined herein, capitalized terms used in this Security
Instrument shall have the meanings attributed to such terms in the Loan Agreement.
8.14 RULES OF CONSTRUCTION. The word "Borrower" as used herein shall include both the
named Borrower and any other person at any time assuming or otherwise becoming primarily
liable for all or any part of the obligations of the named Borrower under the Note and the other
Loan Documents. The term "person" as used herein shall include any individual, company, trust
or other legal entity of any kind whatsoever. If this Security Instrument is executed by more than
one person, the term "Trustor" shall include all such persons. The word "Lender" as used herein
shall include Lender, its successors, assigns and affiliates. The term "Property" and "Collateral"
means all and any part of the Property and Collateral, respectively, and any interest in the
Property and Collateral, respectively.
8.15 USE OF SINGULAR AND PLURAL; GENDER. When the identity of the parties or other
circumstances make it appropriate, the singular number includes the plural, and the masculine
gender includes the feminine and/or neuter.
8.16 EXHIBITS, SCHEDULES AND RIDERS. All exhibits, schedules, riders and other items attached
hereto are incorporated into this Security Instrument by such attachment for all purposes.
8.17 INCONSISTENCIES. In the event of any inconsistencies between the terms of this Security
Instrument and the terms of the Loan Agreement or Note, including without limitation, provisions
regarding collection and application of Property revenue, required insurance, tax impounds, and
transfers of the Property, the terms of the Loan Agreement or Note, as applicable, shall prevail.
PPAB 6638762v6

BK 8342 PG 0879
LOAN NUMBER 102065E
8.18 MERGER. No merger shall occur as a result of Lender's acquiring any other estate in, or any
other lien on, the Property unless Lender consents to a merger in writing and in accordance with
the terms of the Loan Agreement.
8.19 WAIVER OF MARSHALLING RIGHTS. Trustor, for itself and for all parties claiming through or
under Trustor, and for all parties who may acquire a lien on or interest in the Property and
Collateral, hereby waives all rights to have the Property and Collateral and/or any other property,
which is now or later may be security for any Secured Obligation marshalled upon any
foreclosure of the lien of this Security Instrument or on a foreclosure of any other lien or security
interest against any security for any of the Secured Obligations. Lender shall have the right to
sell, and any court in which foreclosure proceedings may be brought shall have the right to order
a sale of, the Property and any or all of the Collateral or other property as a whole or in separate
parcels, in any order that Lender may designate.
8.20 ADVERTISING. In connection with the Loan, Trustor hereby agrees that Wells Fargo &
Company and its subsidiaries ("Wells Fargo") may publicly identify details of the Loan in Wells
Fargo advertising and public communications of all kinds, including, but not limited to, press
releases, direct mail, newspapers, magazines, journals, e-mail, or internst advertising or
communications. Such details may include the name of the Property, the address of the
Property, the amount of the Loan, the date of the closing and a description of the size/location of
the Property.
8.21 INTEGRATION; INTERPRETATION. The Loan Documents contain or expressly incorporate by
reference the entire agreement of the parties with respect to the matters contemplated therein
and supersede all prior negotiations or agreements, written or oral. The Loan Documents shall
not be modified except by written instrument executed by all parties. Any reference to the Loan
Documents includes any amendments, renewals or extensions now or hereafter approved by
Lender in writing. The Loan Documents grant further rights to Lender and contain further
agreements and affirmative and negative covenants by Trustor which apply to this Security
Instrument and to the Property and Collateral and such further rights and agreements are
incorporated heroin by this reference. Where Trustor and Borrower are not the same, "Trustor"
moans the owner of the Property in any provision dealing with the Property, "Borrower" means
the obligor in any provision dealing with the Secured Obligations.
Signature page to follow.
PPAB 6638762v6

BK 8342 PG 0880
LOAN NUMBER 1020668
IN WITNESS WHEREOF, Trustor has duly executed and delivered this Security Instrument as of the date
set forth above.
"TRUSTOR"
Beechwood Weddington LLC, a North Carolina limited
liability company
BY: (SEAL)
N evee , b
e:.ut of lz dSip #o
State of Newt York
County of J
I. `%(JbY) Y A VVYNotary Public, certify that Steven Dubb personally came before me this
day and acknowledged that Steven Dubb (the "Signatory") as Authorized Signatory of BEECHWOOD
WlEDDINGTON LLC, a North Carolina limited liability company, and that he, as Authorized Signatory
being authorized to do so, executed the foregoing on behalf of the company..
I further certify that (check one of the following): (i) V I have personal
knowledge of the identity of the Signatory, or (11) 1 have seen satisfactory
evidence of the Signatory's identity by current state or federal identification with the Signatory's
photograph in the form of either a driver's license or passport. The Signatory acknowledged to me that
he/she voluntarily signed the foregoing document for the purpose stated therein and in the capacity
indicated.
Witness my hand and official seal, this the L
My commission expires:
(NOTARY SEAL)
Sabrina Verrna
NOTARY PUBLIC, State of New York
No.02VE6291656
Qualified in Suffolk County
Commission Expires Oct. 21, 20_....
_ day of � , 0 .
r
-.U�-A
No ry Public
Print Name: yja 1/

BK 8342 PG 0881
EXHIBIT A - DESCRIPTION OF PROPERTY
LOAN NUMBER 1020658
Tax Parcel # 06120003, Tax Parcel # 06120002B and portion of Tax Parcel # 06123012
Beginning at a #4 rebar found in the southwesterly margin of the intersection of Hemby Road (a 60'
public right of way) and Weddington-Matthews Road (a variable width public right of way), said point
being N 63'17'12" W 10,560.91' from NCGS Monument "Union 69" (NC Grid And 83 coordinates N:
467,510.74' E: 1,488,077.090"), and being the POINT AND PLACE OF BEGINNING;
Thence with the right of way of Weddington-Matthews Road S 13°35'01" W 300A9' to a #5 rebar found,
a common corner with the James S. Jones property (now or formerly as described in Deed Bk-291 Pg-
289, Union County Public Registry); Thence turning and running with said Jones the following two (2)
courses and distances:
1. S 66"26'03" W 540.61' to a #4 rebar set; and
2. S 66022'52" W 291.40' to an axle found, a common corner with the HP North Carolina I LLC
property (now or formerly as described in Deed Bk-7096 Pg-776, Union County Public Registry);
Thence turning and running with said HP North Carolina property S 01 030'37" W 161.46' to a #4 rebar
set, a common corner with the JBH Development, LLC property (now or formerly as described in Deed
Bk-7155 Pg-63, Union County Public Registry);
Thence turning and running with said JBH Development property S 73°43'04" E (passing through a #4
rebar at 599.99') a total distance of 630.44' to a point computed in the centerline of said Weddington-
Matthews Road;
Thence turning and running with said centerline of Weddington-Matthews Road the following eight (8)
courses and distances:
1. S 1601214" W 42.08' to a point computed;
2. S 16020'57" W 48.27' to a point computed;
3. S 16'00'37" W 51.09' to a point computed;
4. S 15"54'25" W 13.06' to a point computed;
5. S 15"54'25" W 36,20' to a point computed;
6. S 15"58'32" W 50.41' to a point computed;
7. S 15"58'07" W 50.77' to a point computed; and
8. S 15"22'53" W 47.95' to a point computed, a common corner of the Wanda Shaver property (now
or formerly as described in Deed Bk-1023 Pg-227, Union County Public Registry), said point also
marking the centerline of a 75' Duke Power Right of Way (as described in Plat Cabinet-E Pg-796,
Union County Public Registry);
Thence turning and running with said Shaver property, said Duke Power Right of Way and the O'Hara
property (now or formerly as described in Deed Bk-953 Pg-213, Union County Public Registry)
N 77°05'23" W (passing through a 2" pipe at 35.73') a total distance of 960.60' to a 44 rebar found,
marking the northwest corner of the Orr property (now or formerly as described in Deed Bk-4812 Pg-879,
Union County Public Registry);
Thence continuing with said Orr property, and said Duke Power right of way the following two (2) courses
and distances:
1. N 77°08'35" W 339.96' to a #4 rebar set; and
2. N 77'06'12" W 489.40' to a #4 rebar set in the line of the Tara Howell and Lasana Crider property
(now or formerly as described in Deed Bk-6385 Pg-778, Union County Public Registry).
PPAB 6638762v6

BK 8342 PG 0882
LOAN NUMBER 1020658
Thence turning and running with said Howell and Crider property and others the following three (3)
courses and distances:
1. N 04'49'32" W 36.59' to a #5 rebar found;
2. S 55°45'27" W 191.61' to an axle found; and
3. N 04"35'58" W 315,75' to a #5 rebar found, a common corner with the Ricky Lee Helms property
(now or formerly as described in Deed Bk-1379 Pg-493, Union County Public Registry);
Thence turning and running with said Helms property the following two (2)
courses and distances:
1. N 75'32'16" E 347.58' to a #5 rebar found; and
2. N 19032'34" W 499.78' to a #4 rebar set, a common corner with the American Towers, LLC
property (now or formerly as described in Deed Bk-6852 Pg-418, Union County Public Registry);
Thence turning and running with said American Towers' property the following two (2) courses and
distances:
1. N 82'58'37" E 187.23' to a #4 rebar set; and
2. N 09'34'28" W 207.14' to a #4 rebar found, a common corner with the Wanda Morris Mobray
property (now or formerly as described in Deed Bk-6674 Pg-58, Union County Public Registry);
Thence turning and running with said Mobray property N 83°02'48" E 674.37' to an axle found, a common
corner of the Union County property (now or formerly as described in Deed Bk-6136 Pg-149, Union
County Public Registry);
Thence turning and running with said Union County property the following three (3) courses and
distances:
1. S 39°06'49" E 165.16' to a 1.25" pin found;
2. S 85'11'18" E 335.40'to an axle found; and
3. N 75°39'07" E 300.59' to an axle found, a common corner of the Town of Weddington property
(now or formerly as described in Deed Bk-6285 Pg-62, Union County Public Registry);
Thence continuing with said Town of Matthews property N 49°04'49" E 299,81' to a #4 rebar set in the
western margin of the right of way of said Hemby Road;
Thence turning and running with said Hemby Road right of way the following three (3) courses and
distances:
1. With the arc of a non -tangent curve to the right having a radius of 4,383.37', an arc length of
145.10' with a chord of S 50031'44" E 145,09' to a point computed;
2. S 47°27'31" E 230.50' to a #4 rebar found; and
3. S 18°41'05" E 90.87' to the Point of Beginning.
Containing 49.344 acres, more or less, and being all of the property as shown partly on Recombination
Plat of Lands of Sandra H. Tudor, Trustee and Gerald D. Orr by Stephen S. Dyer, PLS # L-3509, with The
Isaacs Group, d�t'September 17, 2021, bearing file No. 21057-RM, and being recorded in Plat Cabinet
Q , File No. in the Union County Register of Deeds, and ALTA/NSPS Land Title Survey
Weddington-Matthews Road Subdivision prepared by Stephen S. Dyer, PLS # L-3509, with The Isaacs
Group, dated December6, 2021, bearing file No. 21257-ALTA.
PPAB 6638762v6