EX-10.4






This instrument was prepared by, and the


recorded original should be mailed to:



Ledgewood, P.C.


1900 Market Street, Suite 750


Philadelphia, PA 19103


Attn: Brian L. Murland, Esquire



DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING




From




NNN VF FOUR RESOURCE SQUARE, LLC, a Delaware limited liability company, as Grantor




to




BRIAN L. MURLAND, ESQUIRE,




as Trustee




for the benefit




of




RAIT PARTNERSHIP, L.P., a Delaware limited partnership, as Beneficiary




Dated Effective as of March 7, 2007




THIS INSTRUMENT AFFECTS REAL AND PERSONAL PROPERTY SITUATED IN MECKLENBURG COUNTY, NORTH
CAROLINA. THIS INSTRUMENT IS TO BE FILED AND INDEXED IN THE LAND RECORDS AND IS ALSO TO BE INDEXED
IN THE INDEX OF FINANCING STATEMENTS AS A “FIXTURE FILING” UNDER THE NAMES OF BORROWER (GRANTOR),
AS “DEBTOR”, AND LENDER (BENEFICIARY), AS “SECURED PARTY”.



DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING




THIS DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING (as the same may be supplemented,
amended, modified or extended from time to time, “Deed of Trust”) is made effective as of
March 7, 2007, by NNN VF FOUR RESOURCE SQUARE, LLC, a Delaware limited liability company, having
its principal place of business c/o Triple Net Properties, LLC, 1551 N. Tustin Avenue, Suite 300,
Santa Ana, California 92705, as Grantor (“Borrower”), to BRIAN L. MURLAND, ESQUIRE, having
an address at c/o Ledgewood, P.C., 1900 Market Street, Suite 750, Philadelphia, Pennsylvania 19103
(“Trustee”), for the benefit of RAIT PARTNERSHIP, L.P., a Delaware limited partnership,
having an address at 1818 Market Street, 28th Floor, Philadelphia, PA 19103, as
Beneficiary (together with its successors and/or assigns, “Lender”).



W I T N E S S E T H:




WHEREAS, Borrower has requested that Lender make a loan to Borrower in the original principal
sum of TWENTY THREE MILLION AND NO/100 DOLLARS ($23,000,000.00) (the “Loan”) to be used for
the purposes set forth herein; and



WHEREAS, Lender has agreed to make the Loan to Borrower upon, and subject to, the terms and
conditions set forth in that certain Loan and Security Agreement of even date herewith by and
between Borrower and Lender (the “Loan Agreement”). The Loan shall be evidenced by that
certain promissory note dated the date hereof, made by Borrower in favor of Lender in the original
principal amount of TWENTY THREE MILLION AND NO/100 DOLLARS ($23,000,000.00), maturing on the date
which is three (3) years from the date hereof (with an option to extend for an additional one (1)
year period) (collectively, the “Note”). The Loan Agreement, the Note, this Deed of Trust
and all other agreements and instruments executed in connection with the Loan, as any of the
foregoing may hereafter be amended, restated, modified and/or replaced from time tot time, being
sometimes hereinafter collectively referred to as the “Loan Documents”.



NOW THEREFORE, in consideration of Lender making the Loan, and other good and valuable
consideration, the receipt and legal sufficiency of which are hereby acknowledged, and TO SECURE
the payment of the full and punctual payment of the Debt (as defined in Section 45 below)
and which includes but is not limited to all of the obligations of Borrower under the Loan
Agreement and the Note and the performance of and compliance with all of the terms, covenants,
stipulations and agreements contained in the Note and this Deed of Trust, all in the manner and
according to the terms and conditions as further detailed in the Loan Agreement, all of which are
incorporated herein by reference, Borrower does hereby irrevocably GRANT, BARGAIN, SELL, ALIEN,
DEMISE, CONVEY, ASSIGN, TRANSFER, MORTGAGE, WARRANT, GRANT A SECURITY INTEREST IN, HYPOTHECATE,
PLEDGE AND SET OVER to Trustee, in trust for the benefit of Lender (or, with respect to personal
property, to Lender), forever (to the extent legally permitted), with power of sale, all right,
title and interest of Borrower in, to and under all that certain parcel of land located at 10735
David Taylor Drive, City of Charlotte, County of Mecklenburg, State of North Carolina, 28262, and
more particularly described in Exhibit “A” attached hereto and made a part hereof
(collectively as the “Land”).



TOGETHER WITH all of Borrower’s right, title and interest now owned or hereafter acquired in:



(a) all easements, rights-of-way, streets, ways, alleys, passages, sewer rights, waters, water
courses, water rights and powers, riparian rights, and all estates, rights, titles, interests,
privileges, tenements, hereditaments, appurtenances, all rights, liabilities and privileges thereof
whatsoever in any way belonging, relating or appertaining to any of the Land or which hereafter
shall in any way belong, relate or be appurtenant thereto, whether now owned or hereafter acquired
by Borrower, and the reversion and reversions, remainder and remainders, rents, issues and profits
thereof, and all of the estates, rights, title, interest, property, possession, claim and demand
whatsoever at law, as well as in equity, of Borrower, of, in and to the same; and



(b) all buildings and other improvements erected or hereafter erected upon the Land (the
“Improvements”), Leases (defined herein), rents, issues and profits arising therefrom; and



(c) all fixtures, appliances, machinery, furniture and equipment of any nature whatsoever, and
other articles of personal property now or at any time hereafter installed in, attached to or
situated in or upon the Land or any Improvements now or hereafter erected on, upon, under or
forming a part of the Land, or used or intended to be used in connection with the Land, or in the
operation of any Improvements now or hereafter erected thereon, or in the operation or maintenance
of any such Improvements, plant or business situate thereon, whether or not the personal property
is or shall be affixed thereto; and



(d) all building materials, fixtures, building machinery and building equipment delivered on
site to the Land during the course of, or in connection with, the construction of, or
reconstruction of, or remodeling of any Improvements from time to time during the term hereof; and



(e) any and all tenements, hereditaments and appurtenances belonging to the Land or any part
thereof hereby mortgaged or intended so to be, or in any way appertaining thereto, and all streets,
alleys, passages, ways, water courses, and all easements and covenants now existing or hereafter
created for the benefit of the Borrower or any subsequent owner or tenant of the Land over ground
adjoining the Land and all rights to enforce the maintenance thereof, and all other rights,
liberties and privileges of whatsoever kind or character, and the reversions and remainders,
income, rents, issues and profits arising therefrom, and all the estate, right, title, interest,
property, possession, claim and demand whatsoever, at law or in equity, of the Borrower in and to
the Land or any part thereof; and



(f) all of the estate, right, title and interest of Borrower in and to (1) all of the rents,
revenues, issues, profits, proceeds, receipts, income, accounts and other receivables arising out
of or from the Land and Improvements located thereon, including, without limitation, lease
termination fees, purchase option fees and other fees and expenses payable under any lease; (2) all
leases and subleases (collectively, “Leases”), now or hereafter existing, of all or any
portion of the foregoing interests described in sections (a) through (e), together with all
guaranties of any of such Leases and all security deposits delivered by tenants thereunder, whether
in cash or letter of credit; (3) all rights and claims for damage against tenants arising out of
defaults under the Leases, including rights to termination fees and compensation with respect to
rejected Leases pursuant to Section 365(a) of the Federal Bankruptcy Code or any replacement
Section thereof; and (4) all tenant improvements and fixtures located on the Land and Improvements;
and



(g) All water, ditches, wells, reservoirs and drains and all water, ditch, well, reservoir and
drainage rights which are appurtenant to, located on, under or above or used in connection with the
Land or the Improvements, or any part thereof, whether now existing or hereafter created or
acquired; and



(h) All minerals, crops, timber, trees, shrubs, flowers and landscaping features now or
hereafter located on, under or above the Land; and



(i) All cash funds, deposit accounts and other rights and evidence of rights to cash, now or
hereafter created or held by Lender pursuant to this Deed of Trust or any other of the Loan
Documents, including, without limitation, all funds now or hereafter on deposit in the Reserves;
and



(j) All contracts and agreements now or hereafter entered into covering any part of the Land
or the Improvements (collectively, the “Contracts”) and all revenue, income and other
benefits thereof, including, without limitation, management agreements, service contracts,
maintenance contracts, equipment leases, personal property leases and any contracts or documents
relating to construction on any part of the Land or the Improvements (including plans, drawings,
surveys, tests, reports, bonds and governmental approvals) or to the management or operation of any
part of the Land or the Improvements; and



(k) All present and future monetary deposits given to any public or private utility with
respect to utility services furnished to any part of the Land or the Improvements; and



(l) All present and future funds, accounts, instruments, accounts receivable, documents,
causes of action, claims, general intangibles (including without limitation, trademarks, trade
names, servicemarks and symbols now or hereafter used in connection with any part of the Land or
the Improvements, all names by which the Land or the Improvements may be operated or known, all
rights to carry on business under such names, and all rights, interest and privileges which
Borrower has or may have as developer or declarant under any covenants, restrictions or
declarations now or hereafter relating to the Land or the Improvements) and all notes or chattel
paper now or hereafter arising from or by virtue of any transactions related to the Land or the
Improvements (collectively, the “General Intangibles”); and



(m) All water taps, sewer taps, certificates of occupancy, permits, licenses, franchises,
certificates, consents, approvals and other rights and privileges now or hereafter obtained in
connection with the Land or the Improvements and all present and future warranties and guaranties
relating to the Improvements or to any equipment, fixtures, furniture, furnishings, personal
property or components of any of the foregoing now or hereafter located or installed on the Land or
the Improvements; and



(n) All right, title and interest of Borrower in any insurance policies or binders now or
hereafter relating to the Mortgaged Property including any unearned premiums thereon; and



(o) All proceeds of the conversion, voluntary or involuntary, of any of the foregoing
interests into cash or liquidated claims, including, without limitation, proceeds of insurance and
condemnation awards.



All of the Land, Improvements, fixtures, machinery, furniture, equipment, tenements,
hereditaments and appurtenances, leases, rents and proceeds and other property interests, including
all of the foregoing, are sometimes collectively referred to herein as the “Mortgaged
Property”.



TO HAVE AND TO HOLD the Mortgaged Property hereby conveyed or mentioned and intended so to be,
unto Trustee, its successors and assigns, in trust, WITH POWER OF SALE, for the benefit of Lender,
in fee simple forever, and to warrant and forever defend the title thereto subject only to those
title exceptions listed in the Lender’s title insurance policy approved by and issued to Lender,
insuring the priority of the lien of this Deed of Trust.



PROVIDED ALWAYS, and this instrument is upon the express condition that, if Borrower pays to
Lender the Debt, in accordance with the provisions of the Note, the Loan Agreement and this Deed of
Trust, at the times and in the manner specified, without deduction, fraud or delay, and Borrower
performs and complies with all the agreements, conditions, covenants, provisions and stipulations
contained herein and in the Loan Documents, then this Deed of Trust shall terminate and become void
and Lender shall release this Deed of Trust and the lien hereof by proper instrument.



BORROWER REPRESENTS, COVENANTS and WARRANTS to and with Lender that until the Debt secured
hereby is fully repaid:



1. Warranty of Title. Borrower warrants that it possesses good and marketable title
to an indefeasible fee simple estate in the Mortgaged Property; that Borrower has full power and
lawful authority to subject the Mortgaged Property to the lien of this Deed of Trust in the manner
and form herein provided; that it shall be lawful for Lender at all times to enter upon, hold,
occupy and enjoy the Mortgaged Property and every part thereof; and that the Mortgaged Property is
free from all liens and encumbrances subject only to those title exceptions listed in the Lender’s
title insurance policy approved by and issued to Lender, insuring the priority of the lien of this
Deed of Trust.



2. Payment and Performance. Borrower shall pay to Lender, in accordance with the
terms of the Note and this Deed of Trust, the principal and interest, and other sums therein and
herein set forth; shall perform and comply with all the agreements, conditions, covenants,
provisions and stipulations of the Loan Documents and this Deed of Trust; and shall timely perform
all of its material obligations and duties as landlord under any lease of all or any portion of the
Mortgaged Property now or hereafter in effect.



3. Maintenance of Mortgaged Property. Borrower shall keep and maintain or cause to be
kept and maintained all Improvements now or at any time hereafter erected on the Mortgaged Property
and the sidewalks and curbs abutting them, in good order and condition and in a rentable and
tenantable state of repair, and will make or cause to be made, as and when necessary for such
purpose, all repairs, renewals and replacements, structural and nonstructural, exterior and
interior, ordinary and extraordinary, foreseen and unforeseen. Borrower shall abstain from and
shall not permit the commission of waste in or about the Mortgaged Property; shall not remove or
demolish, or materially alter the structural character of, any building erected at any time on or
constituting a part of the Mortgaged Property or materially alter the exterior of the building,
without the prior written consent of Lender; and shall not permit the Mortgaged Property to become
vacant, deserted or abandoned. Borrower further covenants and agrees to maintain in good condition
on the Mortgaged Property all items of inventory, equipment and any other personal property
necessary for or used in the maintenance and operation of the Mortgaged Property, free of any
security interest (except a security interest in favor of Lender), and, upon request, to furnish to
Lender financing statements, continuation certificates and such other documents necessary to
perfect and maintain in favor of Lender a security interest in such personal property.



4. Insurance.



(a) Borrower shall keep the Mortgaged Property continuously insured, in accordance with the
requirements of Section 3(b) of the Loan Agreement.



(b) In the event of loss, Borrower will give immediate notice thereof to Lender, and Lender
may make proof of loss if not made promptly by Borrower. Each insurance company concerned is
hereby authorized and directed to make payment under such insurance, including return of unearned
premiums, directly to Lender instead of to Borrower and Lender jointly, and Borrower appoints
Lender, irrevocably, as Borrower’s attorney-in-fact to endorse any draft therefor. The proceeds of
any such insurance shall be applied in accordance with the provisions of Section 13 and Section 14
of the Loan Agreement. No application of insurance proceeds to the payment of the Debt shall
postpone any of the current installments of principal or interest becoming due under the Note until
the Debt has been paid in full.



(c) Such policies of insurance and all renewals thereof are hereby assigned to Lender as
additional security for payment of the indebtedness hereby secured and Borrower hereby agrees that
any values available thereunder upon cancellation or termination of any of said policies or
renewals, whether in the form of return of premiums or otherwise, shall be payable to Lender as
assignee thereof. If Lender becomes the owner of the Mortgaged Property or any part thereof by
foreclosure or otherwise, such policies, including all right, title and interest of Borrower
thereunder, shall become the absolute property of Lender. In addition, Borrower will deliver the
originals or certified copies of all such policies to Lender, and, not less than thirty (30) days
prior to the expiration date of each such policy, will deliver to Lender a renewal policy or
policies (or certified copies of such policies) or certificate of insurance marked “premium paid”
or accompanied by other evidence of payment satisfactory to Lender. Borrower shall not change the
present use of any portion of the Mortgaged Property in any manner or permit any condition to exist
on the Mortgaged Property which would permit an insurer to cancel or increase the premium for any
insurance policy or invalidate such policy in whole or in part. Borrower shall not take out
separate insurance concurrent in form or contributing in the event of loss with that required to be
maintained under this Section unless Lender is included thereon as a named insured with loss
payable to Lender under a non-contributory Lender clause satisfactory to Lender. Borrower shall
immediately notify Lender whenever any such separate insurance is taken out, specifying the insurer
thereunder and full particulars as to the policies evidencing the same.



5. Taxes and Other Charges. Borrower shall pay before they are due and payable and
before any interest, charge or penalty is due thereon, without any deduction, defalcation or
abatement, all taxes, assessments, levies, liabilities, obligations, encumbrances, water and sewer
rents and all other charges or claims of every nature and kind which may be imposed, suffered,
placed, assessed, levied, or filed at any time against Borrower (other than income taxes of
Borrower), the Mortgaged Property or any part thereof or against the interest of Lender therein, or
with respect to the Note or Deed of Trust and/or the ownership of either thereof by Lender, or
which by any present or future law may have priority over the indebtedness secured hereby either in
lien or in distribution out of the proceeds of any judicial sale, without regard to any law
heretofore or hereafter to be enacted imposing payment of the whole or of any part upon Lender; and
insofar as any such tax, assessment, levy, liability, obligation or encumbrance is of record, the
same shall be promptly satisfied and discharged of record and the original official document (such
as, for instance, the tax receipt or the satisfaction paper officially endorsed or certified) shall
be placed in the hands of Lender not later than five (5) days prior to the due date thereof.
Provided, however, that if, pursuant to this Deed of Trust or otherwise, Borrower shall have
deposited with Lender before the due date thereof sums sufficient to pay any such taxes,
assessments, levies, water and sewer rents, charges or claims, and no Event of Default has
occurred, they shall be paid by Lender from the appropriate reserve (to the extent sufficient funds
exist therein); and provided further, that if Borrower is not in default hereunder and in good
faith and by appropriate legal action shall contest the validity of any such item, or the amount
thereof, and shall have established on its books or by deposit of cash with Lender, as Lender may
elect, a reserve for the payment thereof in such amount as Lender may require (including any
interest and penalties which may be payable in connection therewith), then Borrower shall not be
required to pay the item or to produce the required receipts, while the reserve is maintained and
so long as the contest operates to prevent collection, and is maintained and prosecuted with
diligence, and shall not have been terminated or discontinued adversely to Borrower. Further,
Borrower will not apply for or claim any deduction, by reason of this Deed of Trust, from the
taxable value of all or any part of the Mortgaged Property. It is expressly agreed that no credit
shall be claimed or allowed on the interest payable on the Note because of any taxes or other
charges paid.



6. Installments for Insurance, Taxes and Other Charges. Without limiting the effect
of Sections 4 and 5, but subject to the terms of Section 5(b) of the Loan Agreement, Lender may, in
its sole discretion, require Borrower to pay to Lender (or to such other entity as Lender shall
designate), monthly with the monthly installments of principal and interest, an amount equal to
one-twelfth (1/12) of the annual premiums for the insurance policies referred to hereinabove and
the annual real estate taxes, water and sewer rents, any special assessments, charges or claims and
any other lien which at any time may be or become a lien upon the Mortgaged Property prior to the
lien of this Deed of Trust; and on demand from time to time Borrower shall pay to Lender any
additional sums necessary to pay the premiums and other items, all as estimated by Lender. The
amounts so paid shall be security for the premiums and other items and shall be used in payment
thereof if Borrower is not otherwise in default hereunder. No amount so paid shall be deemed to be
trust funds but may be commingled with general funds of Lender and no interest shall be payable
thereon. If, pursuant to any provision of this Deed of Trust or the Note, the whole amount of the
unpaid principal debt becomes due and payable, Lender shall have the right, in its sole and
absolute discretion, to apply any amount so held, in such order and in such amounts as Lender may
elect, against: (a) any amounts payable by Borrower hereunder or under the Loan Documents, and/or
(b) accrued and unpaid interest under the Note, and/or (c) the outstanding principal balance of the
Note. At Lender’s option, Lender from time to time may waive, and after any such waiver may
reinstate, the provisions of this Section requiring the monthly payments. Borrower will furnish to
Lender bills and other requests for payment in sufficient time to enable Lender to pay such taxes,
assessments, levies, charges and fees as provided above.



7. Valid Existence and Taxes. Borrower shall keep in effect its existence and rights
under the laws of the state of its organization and its right to own property and transact business
in the state in which the Mortgaged Property is situated during the term hereof. For all periods
during which title to the Mortgaged Property or any part thereof shall be held by any party subject
to corporate taxes or taxes similar to corporate taxes, Borrower shall file returns for such taxes
with the proper authorities, bureaus or departments and it shall pay, when due and payable and
before interest or penalties are due thereon, all taxes owing by Borrower to the United States, to
such state of organization and to the state in which the Mortgaged Property is situated and any
political subdivision thereof, and shall produce to Lender receipts showing payment of any and all
such taxes, charges or assessments prior to the last dates upon which such taxes, charges or
assessments are payable without interest or penalty charges, and within ten (10) days of receipt
thereof all settlements, notices of deficiency or over assessment and any other notices pertaining
to Borrower’s tax liability which may be issued by the United States, such state of organization,
the state in which the Mortgaged Property is situated and any political subdivision thereof.



8. Documentary and Other Stamps. If at any time the United States, the state in which
the Mortgaged Property is located or any political subdivision thereof, or any department or bureau
of any of the foregoing, shall require documentary, revenue or other stamps on the Note secured
hereby or this Deed of Trust, Borrower on demand shall pay for them with any interest or penalties
payable thereon.



9. Future Taxes. If, hereafter, any law or ordinance shall be adopted imposing a tax
directly or indirectly on Lender with respect to the Mortgaged Property, the value of Borrower’s
equity therein, or the Debt secured by this Deed of Trust, Lender, at its election, shall have the
right at any time after the tax has been imposed to give Borrower written notice declaring that the
the principal debt, with interest and other appropriate charges shall be due on a specified date
not less than sixty (60) days thereafter which notice shall specify the nature of the tax which is
the basis for acceleration; provided, however, that such election shall be ineffective if, prior to
the specified date, Borrower lawfully pays the tax (in addition to all other payments required
hereunder) and agrees to pay the tax whenever it becomes due and payable thereafter, which
agreement shall then constitute a part of this Deed of Trust.



10. Security Agreement.



(a) This Deed of Trust constitutes a security agreement within the meaning of the Uniform
Commercial Code as enacted this date in the State of North Carolina (the “Uniform Commercial
Code”). Borrower hereby grants to Lender a security interest in all of Borrower’s property
included in the Mortgaged Property which might otherwise be deemed “personal property”, including,
but not limited to, all furniture, furnishings, fixtures, equipment, machinery, Leases, rents,
issues, profits, contract rights, accounts, general intangibles and all other property used or
useable in connection with the Mortgaged Property, whether now owned or hereafter acquired by
Borrower, and all substitutions, accretions and component parts, replacements thereof, and
additions thereto and all cash and non-cash proceeds thereof.



(b) Borrower shall authorize, deliver, file and refile any financing statements, continuation
statements, or other security agreements Lender may require from time to time to confirm the lien
of this Deed of Trust with respect to such property. Without limiting the foregoing, Borrower
hereby irrevocably appoints Lender attorney-in-fact for Borrower to execute, deliver and file such
instruments for and on behalf of Borrower. Borrower shall pay, or at Lender’s election shall
reimburse Lender for, all filing fees in connection therewith. Borrower shall not change its
principal place of business or jurisdiction of formation without giving Lender at least thirty (30)
days prior written notice thereof, which notice shall be accompanied by new financing statements
authorized by Borrower in the same form as the financing statements delivered to Lender on the date
hereof except for the change of address or jurisdiction.



(c) Upon any Event of Default hereunder or under the Note, Lender shall have, in addition to
any other rights and remedies hereunder or under the Note, all of the rights and remedies granted
to a secured party under the Uniform Commercial Code with respect to such personal property. To
the extent permitted by law, Borrower and Lender agree that the items set forth on the financing
statements shall be treated as part of the real estate and improvements regardless of the fact that
such items are set forth in the financing statements. Such items are contained in the financing
statements to create a security interest in favor of Lender in the event such items are determined
to be personal property under the law. Notwithstanding any release of any or all of that property
included in the Mortgaged Property which is deemed “real property” or any proceedings to foreclose
this Deed of Trust or its satisfaction of record, the terms hereof shall survive as a security
agreement with respect to the security interest created hereby and referred to above until the
repayment or satisfaction in full of the obligations of Borrower as are now or hereafter evidenced
by the Note.



(d) To the extent permitted under the Uniform Commercial Code or other applicable law,
Borrower waives all rights of redemption and all other rights and remedies of a debtor thereunder
and all formalities prescribed by law relative to the sale or disposition of the personal property
after the occurrence of an Event of Default hereunder and to all other rights and remedies of
Borrower with respect thereto. In exercising its right to take possession of the personal property
upon the occurrence of an Event of Default hereunder, Lender may enter upon the Mortgaged Property
without being guilty of trespass or any other wrong-doing, and without liability for damage thereby
occasioned.



(e) Borrower shall reimburse Lender, on demand, for all reasonable expenses of retaking,
holding, preparing for sale, lease or other use or disposition, selling, leasing or otherwise using
or disposing of the personal property which are incurred or paid by Lender, including, without
limitation, all attorneys’ fees, legal expenses and costs, and all such expenses shall be added to
Borrower’s obligations to Lender and shall be secured hereby.



(f) This Deed of Trust shall constitute a Fixture Filing under the North Carolina Uniform
Commercial Code. For the purposes of this filing, the name and address of the Debtor are the name
and address of the Borrower specified in the first paragraph hereof, the name and address of the
Secured Party are the name and address of the Lender specified in the first paragraph hereof, and
the organization number of the Debtor is 4301371.



11. Status of the Mortgaged Property; Compliance with Laws and Regulations.



(a) The Property is located in an area identified by the Federal Emergency Management Agency
as a special flood hazard area-designated X.



(b) Borrower has obtained all necessary certificates, permits, licenses and other approvals,
governmental and otherwise, necessary for the use, occupancy and operation of the Mortgaged
Property and the conduct of its business (including, without limitation, certificates of completion
and certificates of occupancy) and all required zoning, building code, land use, environmental and
other similar permits or approvals, all of which are in full force and effect as of the date hereof
and not subject to revocation, suspension, forfeiture or modification.



(c) The Mortgaged Property and the present and contemplated use and occupancy thereof are to
the best knowledge of Borrower in full compliance with all applicable laws, including, without
limitation, zoning ordinances, building codes, land use and environmental laws, laws relating to
the disabled (including, but not limited to, substantial compliance with the ADA) and other similar
laws.



(d) The Mortgaged Property is served by all utilities required for the current or contemplated
use thereof. All utility service is provided by public utilities and the Mortgaged Property has
accepted or is equipped to accept such utility service.



(e) All public roads and streets necessary for service of and access to the Mortgaged Property
for the current or contemplated use thereof have been completed, are serviceable and are physically
and legally open for use by the public.




(f) The Mortgaged Property is served by public water and sewer systems.



(g) The Mortgaged Property is free from damage caused by fire or other casualty. There is no
pending or, to the best knowledge of Borrower, threatened condemnation proceedings affecting the
Mortgaged Property or any portion thereof.



(h) To date, all costs and expenses of any and all labor, materials, supplies and equipment
used in the construction of the Improvements have been paid in full (except in connection with
capital improvement work approved by Lender) and no notice of any mechanics’ or materialmen’s liens
or of any claims of right to any such liens have been received.



(i) To date, Borrower has paid in full for, and is the owner of, all furnishings, fixtures and
equipment (other than tenants’ property) used in connection with the operation of the Mortgaged
Property, free and clear of any and all security interests, liens or encumbrances, except the lien
and security interest created hereby or as otherwise approved by Lender.



(j) All liquid and solid waste disposal, septic and sewer systems located on the Mortgaged
Property are to the best knowledge of Borrower in a good and safe condition and repair and in
compliance with all applicable laws.



(k) All Improvements lie, or once constructed will lie, within the boundary of the Land.



(l) Borrower shall comply with all laws, ordinances, regulations and orders of all federal,
state, municipal and other governmental authorities relating to the Mortgaged Property. Borrower
will pay all license fees and similar municipal charges for the use of the Mortgaged Property and
any other areas now or hereafter comprising part thereof or used in connection therewith and will
not, unless so required by a governmental agency having jurisdiction, discontinue use or occupancy
of any portion of the Mortgaged Property without the prior written consent of Lender. The Borrower
shall not take or permit any action with respect to the Mortgaged Property which will in any manner
impair the security of this Deed of Trust.



12. Inspection. Lender and any persons authorized by Lender shall have the right at
any time, upon notice, to enter the Mortgaged Property at a reasonable hour to inspect and
photograph its condition and state of repair and/or for the purposes of appraising the same or
making advances under the Note.



13. Declaration of No Set-Off. Within five (5) Business Days after being requested to
do so by Lender, Borrower shall certify to Lender or to any proposed assignee of this Deed of
Trust, in a writing duly acknowledged, the amount of principal, interest and other charges then
owing on the obligation secured by this Deed of Trust and by prior or subordinate liens, if any,
and whether Borrower claims any set-offs or defenses against Borrower’s obligation to pay such
amounts, and if so the precise basis for such set-offs or defenses.



14. Required Notices. Borrower shall notify Lender promptly of the occurrence of any
of the following and shall deliver to Lender any written evidence of any of the following within
three (3) days of the receipt thereof:



(a) a fire or other casualty causing damage to the Mortgaged Property;



(b) receipt of notice of eminent domain proceedings or condemnation of the Mortgaged Property,
or any part thereof;



(c) receipt of notice from any governmental authority asserting a violation of (or substantial
change in) any governmental requirements relating to the structure, use or occupancy of the
Mortgaged Property;



(d) receipt of any correspondence from any tenant of all or any portion of the Mortgaged
Property asserting a material default (or an act or omission on Borrower’s part which could result
in a material default) by Borrower under such tenant’s Lease;



(e) substantial, adverse change in the occupancy of the Mortgaged Property;



(f) commencement of any litigation with potential damages greater than $15,000.00 affecting
the Mortgaged Property other than accident claims covered by insurance and for which the insurance
carrier has acknowledged liability; or



(g) receipt of any notice from the holder or claimant of any lien or security interest in the
Mortgaged Property.



15. Condemnation.



(a) Borrower shall give Lender prompt notice of any Condemnation (as defined in the Loan
Agreement) and/or Casualty (as defined in the Loan Agreement) occurring to the Mortgaged Property
or any portion thereof. Borrower’s rights and obligations with regard to any such Condemnation
and/or Casualty (including, but not limited to, with regard the disposition of any proceeds
resulting therefrom) shall be governed by (i) Section 13 and Section 14 of the Loan Agreement,
which are both hereby incorporated herein and made a material part hereof by this reference as if
such provisions were set forth herein in their entirety and (ii) Section 15 of this Deed of
Trust (to the extent not inconsistent with Section 13 and Section 14 of the Loan Agreement).



(b) If prior to the receipt of the Net Proceeds (as defined in the Loan Agreement) by Lender
the Mortgaged Property shall have been sold on foreclosure of this Deed of Trust, Lender shall have
the right to receive the Net Proceeds to the extent of:



(i) any deficiency found to be due to Lender in connection with the foreclosure sale, with
legal interest thereon, and



(ii) counsel fees, costs and disbursements incurred by Lender in connection with collection of
the proceeds and the proceedings to establish the deficiency.



(c) If the amount of the initial award of damages for the Condemnation is insufficient to pay
in full the indebtedness secured hereby with interest and other appropriate charges, Lender shall
have the right to prosecute to final determination or settlement an appeal or other appropriate
proceedings in the name of Lender or Borrower, for which Lender is hereby appointed irrevocably as
attorney-in-fact for Borrower, which appointment, being for security, is irrevocable. In that
event, the expenses of the proceedings, including counsel fees, shall be paid first out of the Net
Proceeds and only the excess, if any, paid to Lender shall be credited against the amounts due
under this Deed of Trust.



(d) Nothing herein shall limit the rights otherwise available to Lender, at law or in equity,
including the right to intervene as a party to any Condemnation proceeding.



(e) No application of Net Proceeds to the payment of the Debt shall postpone any of the
current installments of principal or interest becoming due under the Note until the Debt is paid in
full.



16. Leases. Borrower hereby represents that there are no Leases or agreements to
lease all or any part of the Mortgaged Property now in effect, except those leases assigned to
Lender by Borrower as collateral security pursuant to those certain Assignments of Rents and Leases
of even date herewith. Borrower covenants and agrees that any future leases for portions of the
Mortgaged Property will be in compliance with Section 8(p) of the Loan Agreement.



17. No Other Financing or Liens. Without the prior written consent of Lender, which
Lender can grant or withhold in its sole and absolute discretion, Borrower shall not create or
cause or permit to exist any lien on, or security interest in the Mortgaged Property or any part
thereof (whether or not such lien or security interest is subordinate to the lien of this Deed of
Trust), including any furniture, fixtures, appliances, machinery, equipment, or other items of
personal property which are intended to be or become part of the Mortgaged Property, or securing
repayment of monies paid to or for the benefit of Borrower, other than to Lender. Any violation of
the foregoing limitation, at the option of Lender, shall be deemed an Event of Default hereunder.



18. No Transfer. Except as permitted by the express terms of the Loan Agreement,
Borrower will abstain from and will not cause or permit any transfer of title to, beneficial
interest in, or any estate or other interest in the Mortgaged Property or any part thereof,
voluntarily or by operation of law (other than by execution on the Note or foreclosure under this
Deed of Trust or exercise of the power of eminent domain), whether by sale, exchange, conveyance,
merger, division, consolidation or otherwise.



19. Right to Remedy Defaults. In the event that Borrower should fail to pay corporate
taxes, real estate or other taxes, assessments, water and sewer rents, charges and claims on or
before the date on which any penalty may be imposed with respect thereto, or fail to pay insurance
premiums, or fail to make necessary repairs, or permit waste, or fail to comply with any other
provision of this Deed of Trust or the Loan Documents, Lender, at its election and without notice
to Borrower, shall have the right to make any payment or expenditure and to take any action which
Borrower should have made or taken, or which Lender deems advisable to protect the security of this
Deed of Trust or the Mortgaged Property, without prejudice to any of Lender’s rights or remedies
available hereunder or otherwise, at law or in equity. All such sums, as well as costs, advanced
by Lender pursuant to this Deed of Trust shall be due immediately from Borrower to Lender, shall be
secured hereby, and shall bear interest at the Default Rate (as defined in the Note) from the date
of payment by Lender until the date of repayment.



20. Present and Future Advances. This Deed of Trust is given wholly or in part to
secure the Loan, the Debt and present obligations and future advances, which may, from time to
time, be incurred hereunder. The amount of present obligations secured hereby in which Borrower is
indebted to Lender is the principal sum of Twenty One Million One Hundred Fifty Thousand and 00/100
Dollars ($21,150,000.00) and the maximum principal obligations that may be secured by this Deed of
Trust at any one time is Twenty Three Million and 00/100 Dollars ($23,000,000.00). The period
within which future advances and future obligations secured by this Deed of Trust may be incurred
shall be the period commencing on the date of this Deed of Trust and ending fifteen (15) years from
the date of this Deed of Trust. Lender may, at its option, determine and declare any or all
present and future obligations secured by this Deed of Trust to be in default and immediately due
and payable upon the default in payment of one or more of the obligations secured hereby, or the
default of any other term or condition of this Deed of Trust. The total indebtedness secured by
this Deed of Trust may be evidenced by various notes or other written instruments and evidences of
indebtedness; and one or more of all such notes or the written instruments and evidences of
indebtedness may, from time to time, be combined and merged into a single note or evidence of
indebtedness. Such combination or merger shall not constitute nor be construed as a payment,
satisfaction or discharge of any prior advance made or prior obligation incurred. No future
advance secured by this Deed of Trust need be evidenced by a written instrument or notation. All
future advances made pursuant to this Deed of Trust shall be considered to be made pursuant to the
requirements of N.C.G.S. §45-67, et. seq., or any amendments thereto.



21. Events of Default. Each of the following shall constitute an event of default
(hereinafter called “Event of Default”) hereunder:



(a) The failure of Borrower or any other party obligated in any way to Lender with respect to
the Note, including without limitation any guarantor or surety (each, an “Obligor”) to pay
an installment of principal or interest, or any other sum, due under the Note, this Deed of Trust
or any other Loan Document when due or if the entire Debt is not paid on or before the maturity
date.



(b) Borrower’s noncompliance or nonperformance of any other term, covenant or condition
contained in this Deed of Trust or in any of the Loan Documents, after the expiration of any
applicable grace periods, or in any document of record which encumbers the Mortgaged Property.



(c) If an Event of Default (as defined in such other Loan Document) shall have occurred under
any other Loan Document.



(d) If any representation or warranty of Borrower or of its members, general partners,
principals, affiliates, agents or employees furnished to Lender shall have been false or misleading
in any material respect when made.



(e) If Borrower shall be in default under any deed of trust or other lien against all or any
portion of the Mortgaged Property or any document executed or delivered in connection therewith.



(f) If any inferior or subordinate lien encumbers the Mortgaged Property securing monies paid
to or for the benefit of Borrower or subject to Borrower’s right to contest certain liens as
provided in this Deed of Trust, if the Mortgaged Property becomes subject to any mechanic’s,
materialman’s or other lien other than a lien for local real estate taxes and assessments not then
due and payable and the lien shall remain undischarged of record (by payment, bonding or otherwise)
for a period of thirty (30) calendar days.



(g) If any of the following occurs with respect to Borrower, any Obligor, or any general
partner, manager or member of Borrower: (i) insolvency, general assignment for the benefit of
creditors, the entry of an order for relief under the United State Bankruptcy Code of 1978, as
amended, 11 U.S.C. §101 et seq. (the “Bankruptcy Code”), or the filing of a bill in equity
or the initiation of other proceedings for the appointment of a receiver of assets; (ii) the
voluntary filing (or an involuntary filing by any affiliate of Lender) of a petition or initiation
of other proceedings in any court for a composition with creditors for relief in any manner from
the payment of debts when due under any state or federal law; or (iii) the institution of any
proceedings in bankruptcy or for the appointment of a receiver, liquidator, trustee or other such
officer under any state or federal law by any creditor.



(h) Should any federal or state tax lien or any claim or lien for labor or materials be filed
of record against Borrower or the Mortgaged Property or any part thereof; provided, however, the
filing of any such lien or claim shall not be a default if after prior notice to Lender, Borrower,
at its own expense, contests by appropriate legal proceeding, promptly initiated and conducted in
good faith and with due diligence, the amount or validity or application in whole or in part of
such lien provided that (i) no default exists under the Note or the Deed of Trust, (ii) such
proceeding shall suspend the collection of the taxes from Borrower and from the Mortgaged Property,
(iii) such proceeding shall be permitted under and be conducted in accordance with the provisions
of any other instrument to which Borrower or the Mortgaged Property is subject and shall not
constitute a default thereunder, (iv) neither the Mortgaged Property nor any part thereof or
interest therein will, in the reasonable opinion of Lender, be in danger of being sold, forfeited,
terminated, canceled or lost, (v) Borrower shall have set aside adequate reserves for payment of
the taxes, together with all interest and penalties thereon, and (vi) Borrower shall have furnished
such security as may be required in the proceeding, or as may be reasonably requested by Lender to
insure the payment of any such taxes, together with all interest and penalties thereon.



(i) If any federal tax lien is filed against Borrower, any general partner, manager or member
of Borrower, any Guarantor or the Mortgaged Property and same is not discharged of record within
thirty (30) calendar days after same is filed;



(j) Except as permitted in this Deed of Trust and/or the Loan Agreement, the actual or
threatened alteration, improvement, demolition or removal of any of the Improvements, or any
construction on the Mortgaged Property, without the prior consent of Lender;



(k) Damage to the Mortgaged Property in any manner which is not covered by insurance, which
lack of coverage arises solely as a result of Borrower’s failure to maintain the insurance required
under this Deed of Trust;



(l) Seizure or forfeiture of the Mortgaged Property, or any portion thereof, or Borrower’s
interest therein, resulting from criminal wrongdoing or other unlawful action of Borrower, its
affiliates, or any tenant in the Mortgaged Property under any federal, state or local law;



(m) If Borrower consummates a transaction which would cause this Deed of Trust or Lender’s
exercise of its rights under this Deed of Trust, the Note or the Other Loan Documents to constitute
a nonexempt prohibited transaction under ERISA or result in a violation of a state statute
regulating governmental plans, subjecting Lender to liability for a violation of ERISA or a state
statute;



(n) If any default occurs under any guaranty or indemnity including the Environmental
Indemnification executed in connection herewith and such default continues after the expiration of
applicable grace periods, or such guaranty or indemnity shall cease to be in full force and effect,
or any guarantor or indemnitor shall deny or disaffirm its obligation thereunder; and/or



(o) Failure of Borrower or Guarantor, for a period of fifteen (15) days after written notice
from Lender, to observe or perform any non-monetary covenant or condition contained in this Deed of
Trust or any other Loan Document not set forth in the subsections above; provided that if any such
failure concerning a non-monetary covenant or condition is susceptible to cure and cannot
reasonably be cured within said fifteen (15) day period, then the defaulting party shall have an
additional thirty (30) day period to cure such failure and no Event of Default shall be deemed to
exist hereunder so long as the defaulting party commences such cure within the initial fifteen (15)
day period and diligently and in good faith pursues such cure to completion within such resulting
forty-five (45) day period from the date of Lender’s notice.



22. Remedies.



(a) Remedies Available. During the existence of any Event of Default, Lender and,
upon request of Lender, Trustee may, in addition to any other rights or remedies available to it
hereunder, at law or in equity, take such action, without notice including, without limitation,
demand presentment for payment, notice of nonpayment, grace, protest, notice of protest, notice of
intent to accelerate the Debt, notice of acceleration of the Debt or any such other notice, as it
deems advisable to protect and enforce any one or more or its rights against Borrower and in and to
the Mortgaged Property, including, without limitation, the following actions:



(i) declare all or any portion of the unpaid Debt to be immediately due and payable; provided,
however, that upon the occurrence of any of the events specified in Section 21(g)
hereof the entire Debt will be immediately due and payable without notice or demand or any other
declaration of the amounts due and payable;



(ii) enter into or upon the Mortgaged Property, either personally or by its agents, nominees
or attorneys, and dispossess Borrower and its agents and servants therefrom, with or without a sale
by Trustee of the Mortgaged Property pursuant to the power of sale provided herein and without
applying for a receiver for the Rents and without any payment of rent or other compensation to
Borrower, but subject to the rights of the tenants under the Leases. Thereupon Lender or Trustee
may (A) use, operate, manage, control, insure, maintain, repair, restore and otherwise deal with
any or all of the Mortgaged Property and conduct the business thereat, (B) make alterations,
additions, renewals, replacements and improvements to or on any of the Mortgaged Property, (C)
exercise all rights and powers of Borrower with respect to all or any portion of the Mortgaged
Property, whether in the name of Borrower or otherwise, including, without limitation, the right to
make, cancel, enforce or modify leases and contracts, obtain and evict tenants, and demand, sue
for, collect and receive all earnings, revenues, rents, issues, profits and other income of the
Mortgaged Property, and (D) apply the receipts from the Mortgaged Property to the payment of the
Debt, after deducting therefrom all expenses (including, without limitation, reasonable attorneys’
fees and disbursements) reasonably incurred in connection with the aforesaid operations and all
amounts necessary to pay the taxes, assessments, insurance and other charges in connection with the
Mortgaged Property, as well as just and reasonable compensation for the services of Lender’s and
Trustee’s third-party agents;



(iii) have an Appraisal or other valuation of the Mortgaged Property performed by an Appraiser
(and Borrower covenants and agrees it shall cooperate in causing any such valuation or Appraisal to
be performed) and any cost or expense incurred by Lender or Trustee, as the case may be, in
connection therewith shall constitute a portion of the Debt and be secured by this Deed of Trust
and shall be immediately due and payable to Lender or Trustee, as the case may be, with interest,
at the Default Rate, until the date of payment to Lender or Trustee, as the case may be;



(iv) institute an action, suit or proceeding in equity for the specific performance of any
covenant, condition or agreement contained in any of the Loan Documents,



(v) recover judgment on the Note or any guaranty either before, during or after (or in lieu
of) any proceedings for the enforcement of this Deed of Trust;



(vi) apply, ex parte, for the appointment of a custodian, trustee, receiver,
liquidator or conservator of the Mortgaged Property or any part thereof, irrespective of the
adequacy of the security for the Debt and without regard to the solvency of Borrower or of any
Person liable for the payment of the Debt, and such receiver or other official shall have all
rights and powers permitted by applicable law and such other rights and powers as the court making
such appointment may confer, but the appointment of such receiver or other official shall not
impair or in any manner prejudice the rights of Lender or Trustee to receive the Rent with respect
to any of the Mortgaged Property pursuant to this Deed of Trust or the Assignment;



(vii) require Borrower or any receiver appointed to collect the Rents to pay Lender monthly in
advance the fair and reasonable rental value for any portion of the Mortgaged Property used or
occupied by Borrower. Upon demand by Lender, Trustee or such receiver, Borrower shall immediately
vacate and surrender possession to Lender, Trustee or such receiver. In default thereof, Borrower
may be evicted by Lender, Trustee or such receiver by summary proceedings or otherwise;



(viii) by or through Trustee, sell or offer for sale, in one or more sales, all or any part of
the Mortgaged Property, in such portions, order and parcels as Lender may determine, with or
without having first taken possession of same, to the highest bidder for cash (or credit on the
Debt if Lender is the highest bidder) at public auction. Such sale shall be held in accordance with
the requirements of applicable law. At any such sale, (i) each and every recital contained in any
instrument of conveyance made by Trustee shall conclusively establish the truth and accuracy of the
matters recited therein, (ii) any and all prerequisites to the validity thereof shall be
conclusively presumed to have been performed, (iii) to the fullest extent permitted by law,
Borrower shall be completely and irrevocably divested of all of its right, title, interest, claim
and demand whatsoever, either at law or in equity, in and to the property sold, and such sale shall
be a perpetual bar both at law and in equity against Borrower, and against any and all other
persons claiming or to claim the property sold or any part thereof, by, through or under Borrower
and (iii), Lender may be a purchaser at any such sale. The Mortgaged Property may be sold in one
or more parcels and in such manner and order as Trustee, in his sole discretion, may elect, it
being expressly understood and agreed that the right of sale arising out of any Event of Default
shall not be exhausted by any one or more sales; or



(x) pursue any or all such other rights or remedies as Lender or Trustee may have under
applicable law or in equity including, without limitation by judicial foreclosure action ;
provided, however, that the provisions of this Section 22(a) shall not be construed to
extend or modify any of the notice requirements or grace periods provided for hereunder or under
any of the other Loan Documents.



(xi) Borrower hereby waives, disclaims and renounces each and every claim to all or any
portion of the Mortgaged Property as a homestead.



(xii) If the Loan is secured by more than one separate deed of trust, Lender may enforce the
same in any order as it may select in its sole discretion.



In the event of a sale, by foreclosure or otherwise, of less than all of the Mortgaged Property,
this Deed of Trust shall continue as a lien on the remaining portion of the Mortgaged Property.



Each of the foregoing remedies may be pursued individually, concurrently or otherwise, at such time
and in such order as Lender or Trustee may determine, in its sole discretion, without impairing or
otherwise affecting any other rights and remedies of Lender or Trustee hereunder, at law or in
equity.



(b) INTENTIONALLY OMITTED.



(c) Possession. The purchaser at any trustee’s or foreclosure sale hereunder may
disaffirm any easement granted, or rental or lease contract made, in violation of any provision of
this Deed of Trust, and may take immediate possession of the Mortgaged Property free from, and
despite the terms of, such grant of easement and rental or lease contract.



(d) Application of Proceeds. The proceeds or avails of any sale made under or by
virtue of this Section 22, together with any other sums which then may be held by Lender or
Trustee under this Deed of Trust, whether under the provisions of this Section 22 or
otherwise, shall be applied as follows (unless otherwise provided by law):




First: To the payment of the third-party costs and expenses reasonably
incurred in connection with any such sale and to advances, fees and expenses,
including, without limitation, reasonable fees and expenses of Trustee and of
Trustee’s and Lender’s legal counsel, and of any judicial proceedings wherein the
same may be made, and of all expenses, liabilities and advances reasonably made or
incurred by Lender and Trustee under this Deed of Trust, together with interest as
provided herein on all such expenses, liabilities and advances made by Lender or
Trustee, as the case may be;




Second: To the payment of the whole amount then due, owing and unpaid upon the
Note for principal and interest, with interest on the unpaid principal at the
Default Rate from the date of the occurrence of the earliest Event of Default that
formed a basis for such sale until the same is paid in full;




Third: To the payment of any other Debt required to be paid by Borrower
pursuant to any provision of this Deed of Trust, the Note, or any of the other Loan
Documents; and




Fourth: The surplus, if any, to Borrower unless otherwise required by law.



Lender, Trustee and any receiver or custodian of the Mortgaged Property shall be liable to account
for only those rents, issues, proceeds and profits actually received by it.



(e) Rights Pertaining to Sales.



(i) Lender may adjourn from time to time any sale to be made under or by virtue of this Deed
of Trust by announcement at the time and place appointed for such sale or adjourned sale. Except
as otherwise provided by any applicable law, Lender, without further notice or publication, may
make such sale at the time and place to which the same shall be so adjourned.



(ii) Upon the completion of any sale made by Trustee under or by virtue of this Section
22, Trustee shall execute and deliver to any accepted purchaser good and sufficient instruments
granting, conveying, assigning and transferring all estate, right, title and interest in and to the
Mortgaged Property sold without any covenant or warranty whatsoever express or implied, as require
by applicable law.



(iii) In the event of any sale made pursuant to this Section 22, the entire Debt
immediately thereupon shall become due and payable, anything in the Loan Documents to the contrary
notwithstanding.



(iv) Upon any sale made pursuant to this Section 22, Lender may bid for and acquire
all or any portion of the Mortgaged Property. In lieu of paying cash therefor, Lender or Trustee
may make settlement for the purchase price by crediting against the Debt the net sales price after
deducting therefrom the expenses of the sale and the costs of the action.



(f) No Release. No recovery of any judgment by Lender or Trustee and no levy of an
execution under any judgment upon the Mortgaged Property or upon any other property of Borrower
shall release or impair the lien of this Deed of Trust upon the Mortgaged Property, or any liens,
rights, powers or remedies of Lender or Trustee hereunder until the Debt is paid in full.



(g) Tenancy at Sufferance. Unless Lender, Trustee or the purchaser of the Mortgaged
Property pursuant to any sale thereof resulting from the exercise of Lender’s or Trustee’s rights
hereunder would have the right automatically to cause Borrower or any Person in possession of the
Mortgaged Property to be evicted therefrom immediately upon such sale, any sale of the Mortgaged
Property pursuant to this Deed of Trust, without further notice, shall create the relation of
landlord and tenant at sufferance between the purchaser and Borrower or any Person in possession of
the Mortgaged Property through Borrower, and upon failure of Borrower or such Person to surrender
possession thereof immediately, Borrower or such Person may be removed by a writ of possession of
the purchaser in any court having jurisdiction.



(h) Interest After Default. If any portion of the Debt is not paid when due (whether
by acceleration or otherwise), and after any applicable grace period, then Borrower shall pay
interest at the Default Rate on the entire outstanding principal balance of the Debt from the date
on which such amount first becomes due until the earlier of the cure of all Events of Default or
the payment of the entire amount due to Lender, whether or not any action shall have been taken or
proceeding commenced to recover the same or to sell the Mortgaged Property. All unpaid and accrued
interest shall be secured by this Deed of Trust as part of the Debt. Nothing in this Section
22 or in any other provision of this Deed of Trust shall constitute an extension of the time
for payment of the Debt.



(i) Borrower’s Actions After Default. After the happening of any Event of Default and
immediately upon the commencement of any action, suit or other legal proceedings by Lender in
connection therewith, Borrower shall (a) after receipt of notice of the institution of any such
action, suit or other proceeding, waive the issuance and service of process and enter its voluntary
appearance in such action, suit or proceeding, (b) if required by Lender or Trustee, consent to the
appointment of a receiver or receivers of the Mortgaged Property and of all the earnings, revenues,
rents, issues, profits and income thereof, and (c) waive any defense Borrower might have for the
failure of Lender or Trustee to make any tenants party defendants to a foreclosure proceeding or to
foreclose their rights in any such proceeding.



(j) Control by Lender After Default. Notwithstanding the appointment of any
custodian, receiver, liquidator or trustee of Borrower, any of its property, or the Mortgaged
Property, to the extent permitted by law, Lender or Trustee shall be entitled to obtain possession
and control of all of the Mortgaged Property in accordance with the terms hereof.



(k) Right to Cure Defaults. Upon the occurrence of any Event of Default hereunder,
Lender, Trustee or their agents, without notice to or demand on Borrower and without releasing
Borrower from any obligation hereunder, may, but without obligation to do so, perform, pay or
otherwise cure any defaulted obligation of Borrower in such manner and to such extent as Lender may
deem necessary to protect the Mortgaged Property or the lien of this Deed of Trust. Lender,
Trustee and their agents are authorized to enter upon the Mortgaged Property, or appear in, defend,
or bring any action or proceeding, to protect Lender’s interest in the Mortgaged Property, cause
the sale of the Mortgaged Property or collect the Debt. Trustee’s or Lender’s costs, as the case
may be, and expenses in connection with this Section 22 (including reasonable attorneys’
fees to the extent permitted by law), shall (i) constitute a portion of the Debt, (ii) be due and
payable to Lender or Trustee, as the case may be, upon demand and (iii) accrue interest at the
Default Rate from the date so demanded to the date Lender or Trustee, as the case may be, is paid
in full.



(l) Recovery of Sums Required to Be Paid. Lender shall have the right from time to
time to take action to recover any sums which constitute a part of the Debt as the same become due
and payable hereunder (after the expiration of any grace period or the giving of any notice herein
provided, if any), without regard to whether the balance of the Debt shall be due, and without
prejudice to the right of Lender thereafter to bring an action of foreclosure, or any other action,
for any default by Borrower existing at the time such earlier action was commenced.



(m) Marshaling and Other Matters. Borrower hereby waives, to the fullest extent
permitted by law, the benefit of all appraisement, valuation, stay, extension, reinstatement,
redemption (both equitable and statutory) and homestead laws now or hereafter in force and all
rights of marshaling in the event of any sale hereunder of the Mortgaged Property or any interest
therein. Borrower hereby expressly waives all rights of redemption from sale, whether equitable or
statutory, under any order or decree of foreclosure of this Deed of Trust. Such waiver shall bind
Borrower, and every Person acquiring any interest in or title to the Mortgaged Property subsequent
to the date hereof and all other Persons, to the fullest extent permitted by applicable law.



(n) No Impairment; No Releases. The interests and rights of Lender under the Loan
Documents shall not be impaired by any indulgence, including (i) any renewal, extension or
modification which Lender may grant with respect to any of the Debt; (ii) any surrender,
compromise, release, renewal, extension, exchange or substitution which Lender may grant with
respect to the Mortgaged Property; or (iii) any release or indulgence granted to any maker,
endorser, guarantor or surety of any of the Debt.



23. Rights and Remedies Cumulative.



(a) The rights and remedies of Lender as provided in this Deed of Trust, the Note, and every
Loan Document, shall be cumulative and concurrent; may be pursued separately, successively or
together against Borrower or against the Mortgaged Property, or both, at the sole discretion of
Lender; and may be exercised as often as occasion therefor shall arise. The failure to exercise
any such right or remedy shall in no event be construed as a waiver or release thereof.



(b) Any failure by Lender to insist upon strict performance by Borrower of any of the terms
and provisions of this Deed of Trust or the Note shall not be deemed to be a waiver of any of the
terms or provisions of the Deed of Trust or Note, and Lender shall have the right thereafter to
insist upon strict performance by Borrower of any and all of them.



(c) Neither Borrower nor any other person now or hereafter obligated for payment of all or any
part of the sums now or hereafter secured by this Deed of Trust shall be relieved of such
obligation by reason of the failure of Lender to comply with any request of Borrower or of any
other person so obligated to take action to foreclose on this Deed of Trust or otherwise enforce
any provisions of the Deed of Trust or the Note, or by reason of the release, regardless of
consideration, of all or any part of the security held for the indebtedness secured by this Deed of
Trust, or by reason of any agreement or stipulation between any subsequent owner of the Mortgaged
Property and Lender extending the time of payment or modifying the terms of the Deed of Trust or
Note without first having obtained the consent of Borrower or such other person; and in the latter
event Borrower and all such other persons shall continue to be liable to make payments according to
the terms of any such extension or modification agreement, unless expressly released and discharged
in writing by Lender.



(d) Lender may release, regardless of consideration, any part of the security held for the
indebtedness secured by this Deed of Trust without, as to the remainder of the security, in any way
impairing or affecting the lien of this Deed of Trust or its priority over any subordinate lien.



(e) For payment of the indebtedness secured hereby, Lender may resort to any other security
therefor held by Lender in such order and manner as Lender may elect.



24. Borrower’s Waivers. Borrower hereby waives and releases:



(a) all benefit that might accrue to Borrower by virtue of any present or future law exempting
the Mortgaged Property, or any part of the proceeds arising from any sale thereof, from attachment,
levy or sale on execution, or providing for any stay of execution, exemption from civil process or
extension of time for payment;



(b) unless specifically required herein, all notices of Borrower’s default or of Lender’s
election to exercise, or Lender’s actual exercise of any option under the Note or this Deed of
Trust;



(c) after sale or sales of the Mortgaged Property any right under any statute heretofore or
hereafter enacted to redeem the property so sold or any part thereof; and



(d) any right to have the Mortgaged Property marshaled upon any foreclosure hereunder. The
right is hereby given by Borrower and reserved by Lender to make partial release or releases of
security hereunder, agreeable to Lender without notice to, or the consent, approval or agreement of
other parties in interest, which partial release or releases shall not impair in any manner the
validity of or priority of this Deed of Trust on the security remaining, nor release the personal
liability of Borrower for the debt hereby secured.



Borrower hereby expressly waives all benefit or advantage of any such law or laws to the
extent that it lawfully may, and covenants not to hinder, delay or impede the execution of any
power herein granted or delegated to Lender, but to suffer and permit the execution of every power
as though no such law or laws had been made or enacted.



25. Indemnification; Subrogation.



(a) General Indemnification.



(i) Borrower shall indemnify, defend and hold Lender harmless against: (x) any and all claims
for brokerage, leasing, finder’s or similar fees which may be made relating to the Mortgaged
Property or the Debt, and (y) any and all liability, obligations, losses, damages, penalties,
claims, actions, suits, costs and expenses (including Lender’s reasonable attorneys’ fees, together
with reasonable appellate counsel fees, if any) of whatever kind or nature which may be asserted
against, imposed on or incurred by Lender in connection with the Debt, this Deed of Trust, the
Mortgaged Property, or any part thereof, or the exercise by Lender of any rights or remedies
granted to it under this Deed of Trust; provided, however, that nothing herein
shall be construed to obligate Borrower to indemnify, defend and hold harmless Lender from and
against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits,
costs and expenses enacted against, imposed on or incurred by Lender by reason of Lender’s willful
misconduct or gross negligence or that first come into existence after Lender acquires title to the
Mortgaged Property by foreclosure or deed in lieu thereof.



(ii) If Lender is made a party defendant to any litigation or any claim is threatened or
brought against Lender concerning the secured indebtedness, this Deed of Trust, the Mortgaged
Property, or any part thereof, or any interest therein, or the construction, maintenance, operation
or occupancy or use thereof, then Lender shall notify Borrower of such litigation or claim and
Borrower shall indemnify, defend and hold Lender harmless from and against all liability by reason
of said litigation or claims, including reasonable attorneys’ fees (together with reasonable
appellate counsel fees, if any). The right to such attorneys’ fees (together with reasonable
appellate counsel fees, if any) and expenses incurred by Lender in any such litigation or claim of
the type described in this Section 25(a)(ii) whether or not any such litigation or claim is
prosecuted to judgment, shall be deemed to have accrued on the commencement of such claim or action
and shall be enforceable whether or not such claim or action is prosecuted to judgment. If Lender
commences an action against Borrower to enforce any of the terms hereof or to prosecute any breach
by Borrower of any of the terms hereof or to recover any sum secured hereby, Borrower shall pay to
Lender its reasonable attorneys’ fees (together with reasonable appellate counsel fees, if any) and
expenses. If Borrower breaches any term of this Deed of Trust, Lender may engage the services of
an attorney or attorneys to protect its rights hereunder, and in the event of such engagement
following any breach by Borrower, Borrower shall pay Lender reasonable attorneys’ fees (together
with reasonable appellate counsel fees, if any) and expenses incurred by Lender, whether or not an
action is actually commenced against Borrower by reason of such breach. All references to
“attorneys” in this Section 25(a)(ii) and elsewhere in this Deed of Trust shall include
without limitation any attorney or law firm engaged by Lender and Lender’s in-house counsel, and
all references to “fees and expenses” in this Section 25(a)(ii) and elsewhere in this Deed
of Trust shall include without limitation any fees of such attorney or law firm and any allocation
charges and allocation costs of Lender’s in-house counsel.



(iii) A waiver of subrogation shall be obtained by Borrower from its insurance carrier and,
consequently, Borrower waives any and all right to claim or recover against Lender, its officers,
employees, agents and representatives, for loss of or damage to Borrower, the Mortgaged Property,
Borrower’s property or the property of others under Borrower’s control from any cause insured
against or required to be insured against by the provisions of this Deed of Trust.



(b) Duty To Defend And Attorneys And Other Fees And Expenses. Upon written request by
any Indemnified Party, Borrower shall defend such Indemnified Party (if requested by any
Indemnified Party, in the name of the Indemnified Party) by attorneys and other professionals
approved by the Indemnified Parties. If Borrower does not provide a defense by attorneys and other
professionals reasonably satisfactory to Indemnified Parties, any Indemnified Parties may, in their
sole and absolute discretion, engage their own attorneys and other professionals to defend or
assist them, and, at the option of Indemnified Parties, their attorneys shall control the
resolution of claim or proceeding. Upon demand, Borrower shall pay or, in the sole and absolute
discretion of the Indemnified Parties, reimburse, the Indemnified Parties for the payment of
reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories
and other professionals in connection therewith.



(c) Survival Of Indemnities. Notwithstanding any provision of this Deed of Trust or
any other Loan Document to the contrary, the provisions of Section 25(a), and Borrower’s
obligations thereunder, shall survive (a) the repayment of the Debt, (b) the foreclosure of this
Deed of Trust, and (c) the release (or reconveyance, as applicable) of the lien of this Deed of
Trust.



26. Environmental Representations and Warranties. Borrower represents and warrants to
Indemnified Parties that:



(a) Hazardous Substances. Based on its review of the environmental assessment of the
Property delivered to Lender by Borrower prior to the date hereof (the “Environmental
Report”), there are no Hazardous Substances or Storage Tanks in, on, above, or under the
Property, except those that are either (i) of such types and in such quantities as are customarily
used or stored or generated for offsite disposal or otherwise present in or at properties of the
relevant property type, and in compliance with all Environmental Laws and with permits issued
pursuant thereto, or (ii) fully disclosed to and approved by Lender in writing.



(b) No Releases. Based on its review of the Environmental Report, there are no past
(during Borrower’s period of ownership only), present or to Borrower’s knowledge, threatened
Releases of Hazardous Substances in, on, above, under or from the Property, except as described in
the Environmental Report.



(c) No Migration. Based on its review of the Environmental Report, to Borrower’s
knowledge, there is no threat of any Release of Hazardous Substances migrating to the Property,
except as described in the Environmental Report.



(d) No Violations. There is no past (during Borrower’s period of ownership only) or
present non-compliance with Environmental Laws, or with permits issued pursuant thereto, in
connection with the Property, except as described in the Environmental Report.



(e) No Notice. Borrower does not know of, and Borrower has not received, any written
or oral notice or other communication from any person (including a governmental entity) relating to
the presence of Hazardous Substances in, on, above, under or from the Property or Remediation
thereof, possible liability of any person pursuant to any Environmental Law or other environmental
conditions in connection with the Property, or any actual or potential administrative or judicial
proceedings in connection with any of the foregoing.



(f) Complete Disclosure. Borrower has truthfully and fully provided to Lender, in
writing, any and all information relating to environmental conditions in, on, above, under or from
the Property that is known to Borrower and that is contained in files and records of Borrower.



(g) Authorizations. To the best of Borrower’s knowledge, all notices, permits,
licenses, registrations, or similar authorizations, if any, required to be obtained or filed in
connection with the ownership, operation, or use of the Property, including in connection with the
existence of any Storage Tanks at the Property or the past or present generation, treatment,
storage, disposal, or Release of a Hazardous Substance into the environment, have been duly
obtained or filed and have been duly renewed or maintained.



(h) Property Compliance. To the best of Borrower’s knowledge, the Property and the
operations conducted thereon do not violate any applicable law, statute, ordinance, rule,
regulation, order, or determination of any governmental authority or any restrictive covenant or
deed restriction (recorded or otherwise), including all applicable zoning ordinances and building
codes, flood disaster laws and Environmental Laws. Furthermore, to Borrower’s knowledge, the
Property is maintained and has been maintained in such a manner as to prevent excess humidity or
accumulation of moisture that may promote the growth of molds or other fungi and other
microorganisms.



(i) Borrower’s Investigation. Borrower has obtained an Environmental Phase I Site
Assessment Report, and has determined, that no Hazardous Substances are or have been generated,
treated, stored, used, disposed of or Released in, on, above, under, from or about the Property,
except in compliance with applicable Environmental Laws.



(j) Other Properties. Neither Borrower, nor, to the best knowledge of Borrower, any
other person, including any predecessor owner, tenant, licensee, occupant, user, or operator of all
or any portion of the Property, has ever caused, permitted, authorized or suffered, and Borrower
will not cause, permit, authorize, or suffer, any Hazardous Substance to be placed, held, located,
or disposed of, on, under or about any other real property, all or any portion of which is legally
or beneficially owned (or any interest or estate therein which is owned) by Borrower in any
jurisdiction now or hereafter having in effect a so-called superlien law or ordinance, the effect
of which law or ordinance would be to create a lien on the Property to secure any obligation in
connection with the superlien law of such other jurisdiction.



(k) No Litigation. Except as otherwise previously disclosed to Lender in writing,
there is no pending or, to the best of Borrower’s knowledge, threatened litigation, proceedings, or
investigations before or by any administrative agency in which any person alleges or is
investigating any alleged presence, Release, threat of Release, placement on, under, from or about
the Property, or the manufacture, handling, generation, transportation, storage, treatment,
discharge, burial, or disposal on, under, from or about the Property, or the transportation to or
from the Property, of any Hazardous Substance.



(l) No Communications. To Borrower’s knowledge, there have been no communications or
agreements with any governmental authority or any private entity, including any prior owners or
operators of the Property, relating in any way to the presence, Release, threat of Release,
placement on, under or about the Property, or the use, manufacture, handling, generation,
transportation, storage, treatment, discharge, burial, or disposal on, under or about the Property,
or the transportation to or from the Property, of any Hazardous Substance, except for
communications made in the ordinary course of business in connection with permits, reports, and
routine inspections issued, prepared or conducted by government agencies or authorities having
jurisdiction over the Property, which have not been fully disclosed to Lender in writing.



27. Environmental Covenants. Borrower covenants and agrees with Indemnified Parties
that:



(a) Compliance. All uses and operations on or of the Property by Borrower shall be in
compliance with all Environmental Laws and permits issued pursuant thereto. Borrower shall make
commercially reasonable efforts to cause tenants at the Property to comply with Environmental Laws.



(b) No Releases. Borrower shall use its best efforts to prohibit the Releases of
Hazardous Substances in, on, above, under or from the Property.



(c) No Hazardous Substances. Borrower shall use its best efforts to prohibit the
presence of Hazardous Substances in, on, above or under the Property, except those that are either
(i) Hazardous Substances of such types and in such quantities as are customarily used or stored or
generated for offsite disposal or otherwise present in or at properties of the relevant property
type, and in compliance with all Environmental Laws and with permits issued pursuant thereto, or
(ii) fully disclosed to Lender in writing and approved by Lender.



(d) No Encumbrances. Borrower shall keep the Property free and clear of all liens and
other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of
Borrower or any other person (the “Environmental Liens”).



(e) Investigation. In addition to the Environmental Compliance Reports and
Environmental Remediation Reports (each as defined in Section 26(h) below), Borrower shall,
at its sole cost and expense, perform any environmental site assessment or other investigation of
environmental conditions in connection with the Property pursuant to any reasonable written
requests of Lender (including sampling, testing and analysis of soil, water, air, building
materials, and other materials and substances whether solid, liquid or gas), but only if Lender has
a reasonable basis for believing that such site assessment or other investigation is warranted, and
share with Lender the reports and other results thereof, and Lender and other Indemnified Parties
shall be entitled to rely on such reports and other results thereof.



(f) Remediation. Borrower shall, at its sole cost and expense, comply with all
written requests of Lender to (i) reasonably effectuate Remediation of any condition (including but
not limited to a Release of a Hazardous Substance) in, on, above, under or from the Property, to
the extent required by Environmental Law; and (ii) comply with any Environmental Law.



(g) Prohibited Activities. Borrower shall not do, and Borrower shall not do or allow
any tenant or other user of the Property to do, any act or thing that violates any Environmental
Law.



(h) Monitoring. If Lender has a reasonable basis for believing any Hazardous
Substance is present on the Property in violation of Environmental Law, Borrower shall upon request
of Lender establish and maintain, at Borrower’s sole expense, a system to assure and monitor
continued compliance with Environmental Laws, which system shall include at a minimum annual
reviews of such compliance by employees or agents of Borrower who are familiar with the
requirements of the Environmental Laws and, at the request of Lender no more than once each year,
obtaining a detailed review of such compliance of the environmental condition of the Property
(“Environmental Compliance Report”) in scope reasonably satisfactory to Lender by an
environmental consulting firm approved in advance by Lender; provided, however, that if any
Environmental Compliance Report indicates a violation of any Environmental Law or a need for
Remediation, such system shall include at the request of Lender a detailed review
(“Environmental Remediation Report”) of the status of such violation by such environmental
consultant. Borrower shall furnish each Environmental Compliance Report or Environmental
Remediation Report to the Lender within 60 days after Lender so requests, together with such
additional information as Lender may reasonably request. If Borrower fails to contract for such an
Environmental Compliance Report or Environmental Remediation Report after 10 days’ notice, or fails
to provide either such report within 60 days, Lender may order same, and Borrower grants to Lender
and its employees, agents, contractors and consultants access to the Property and a license (which
is coupled with an interest and irrevocable while the Debt is outstanding) to perform inspections
and tests, including the taking of soil borings and air and groundwater samples. All costs of such
reports, inspections and tests shall be an obligation of Borrower which Borrower promises to pay to
Lender pursuant to this Agreement. All such costs shall constitute a portion of the Debt.



(i) Notice Of Release. Borrower shall promptly notify Lender in writing of (i) any
presence or Release or future Release of Hazardous Substances in, on, above, under, from or
migrating towards the Property in violation of Environmental Law; (ii) any non-compliance with any
Environmental Laws related in any way to the Property; (iii) any actual Environmental Lien; (iv)
any Remediation of environmental conditions relating to the Property required by Environmental Law;
and (v) any written or oral notice or other communication of which Borrower becomes aware from any
source whatsoever relating in any way to the foregoing or any actual or potential administrative or
judicial proceedings in connection with anything referred to in this Agreement.



Upon Lender’s request, at any time after the occurrence of an Event of Default hereunder or at such
other time as Lender has reasonable grounds to believe that Hazardous Substances are or have been
released, stored or disposed of on or around the Mortgaged Property or that the Mortgaged Property
may be in violation of the Environmental Laws, Borrower shall provide, at Borrower’s sole cost and
expense, an inspection or audit of the Mortgaged Property prepared by a hydrogeologist or
environmental engineer or other appropriate consultant approved by Lender indicating the presence
or absence of Hazardous Substances on the Mortgaged Property or an inspection or audit of the
Improvements prepared by an engineering or consulting firm approved by Lender indicating the
presence or absence of friable asbestos or substances containing asbestos on the Mortgaged
Property. If Borrower fails to provide such inspection or audit within thirty (30) days after such
request, Lender may order the same, and Borrower hereby grants to Lender and its employees and
agents access to the Mortgaged Property and a license to undertake such inspection or audit. The
cost of such inspection or audit, together with interest thereon at the Default Rate (as defined in
the Note) from the date incurred by Lender until actually paid by Borrower, shall be immediately
due and payable to Lender by Borrower on demand.



28. INTENTIONALLY OMITTED.



29. Further Assurances. Borrower will execute and deliver such further instruments
and perform such further acts as may be requested by Lender from time to time to confirm the
provisions of this Deed of Trust or the Note, to carry out more effectively the purposes of this
Deed of Trust or the Loan Documents securing the Note, or to confirm the priority of the lien
created by this Deed of Trust on any property, rights or interest encumbered or intended to be
encumbered by the lien of this Deed of Trust or the Loan Documents.



30. Counsel Fees. If Lender becomes a party to any suit or proceeding affecting the
Mortgaged Property or title thereto, the lien created by this Deed of Trust or Lender’s interest
therein, or if Lender engages counsel to collect any of the indebtedness or to enforce performance
of the agreements, conditions, covenants, provisions or stipulations of this Deed of Trust or the
Loan Documents, Lender’s costs, expenses and reasonable counsel fees, whether or not suit is
instituted, shall be paid to Lender by Borrower, on demand, with interest at the then effective
rate set forth in the Note, and until paid they shall be deemed to be part of the Debt and secured
by this Deed of Trust.



31. Communications. All notices or other written communications hereunder or under any
other Loan Document shall be deemed to have been properly given (a) upon delivery, if delivered in
person or by facsimile transmission with receipt acknowledged by the recipient thereof, or (b) one
(1) Business Day after having been deposited for overnight delivery with any reputable overnight
courier service addressed as follows:



	 	 	 	 	 
	If to Borrower:
	 	NNN VF Four Resource Square, LLC

	 
	 	c/o Triple Net Properties, LLC
	 
	 	1551 N. Tustin Avenue, Suite 300
	 
	 	Santa Ana, California 92705

	 
	 	Attn: Theresa Hutton

	 
	 	Facsimile No.:  (714) 667-8252

	With a copy to:
	 	Hirschler Fleischer

	 
	 	2100 E. Cary Street
	 
	 	Richmond, Virginia 23223

	 
	 	Attn:  David F. Belkowitz, Esquire

	 
	 	Facsimile No.:  (804) 644-0957

	If to Lender:
	 	RAIT Partnership, L.P.

	 
	 	1818 Market Street, 28th Floor
	 
	 	Philadelphia, PA  19103

	 
	 	Attn:  Scott F. Schaeffer, President

	 
	 	Facsimile No.: (215) 861-7920

	With a copy to:
	 	Ledgewood, a professional corporation

	 
	 	1900 Market Street, Suite 750
	 
	 	Philadelphia, PA 19103

	 
	 	Attn:  Brian L. Murland, Esquire

	 
	 	Facsimile No.: (215) 735-2513







or addressed as such party may from time to time designate by written notice to the other parties.
For purposes of this Section, the term “Business Day” shall mean a day on which commercial
banks are not authorized or required by law to close in Philadelphia, Pennsylvania.
Notwithstanding the foregoing, Borrower expressly agrees that computer generated late notices sent
by Lender in the ordinary course of its business shall constitute valid and sufficient notice of
payment defaults when such notice is required by the Note or any other Loan Document



32. Covenant Running with the Land. Any act or agreement to be done or performed by
Borrower shall be construed as a covenant running with the land and shall be binding upon Borrower
and its successors and assigns as if they had personally made such agreement.



33. Waiver of Notice. Borrower hereby expressly waives the right to receive any
notice from Lender with respect to any matter for which this Deed of Trust does not specifically
and expressly provide for the giving of notice by Lender to Borrower. No release of any security
for the Loan or one or more extensions of time for payment of the Note or any installment thereof,
and no alteration, amendment or waiver of any provision of this Deed of Trust, the Note or the
other Loan Documents made by agreement between Lender or any other person, shall release, modify,
amend, waive, extend, change, discharge, terminate or affect the liability of Borrower or any other
person who may become liable for the payment of all or any part of the Loan under the Note, this
Deed of Trust or the other Loan Documents.



34. Jurisdiction, Court Proceedings. BORROWER, TO THE FULLEST EXTENT PERMITTED BY
LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT
COUNSEL, (I) SUBMITS TO PERSONAL, NONEXCLUSIVE JURISDICTION IN THE COMMONWEALTH OF PENNSYLVANIA
WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDING BY ANY PERSON ARISING FROM, RELATING TO OR IN
CONNECTION WITH THE LOAN DOCUMENT OR THE LOAN, (II) AGREES THAT ANY SUCH SUIT, ACTION OR PROCEEDING
MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION SITTING IN PHILADELPHIA,
PENNSYLVANIA, (III) SUBMITS TO THE JURISDICTION OF SUCH COURTS, (IV) AGREES THAT IT WILL NOT BRING
ANY ACTION, SUIT OR PROCEEDING IN ANY FORUM OTHER THAN PHILADELPHIA, PENNSYLVANIA (BUT NOTHING
HEREIN SHALL AFFECT THE RIGHT OF LENDER TO BRING ANY ACTION, SUIT OR PROCEEDING IN ANY OTHER
FORUM), (V) IRREVOCABLY AGREES NOT TO ASSERT ANY OBJECTION WHICH IT MAY EVER HAVE TO THE LAYING OF
VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT LOCATED IN PENNSYLVANIA
AND ANY CLAIM THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT
IN AN INCONVENIENT FORUM, AND (VI) CONSENTS AND AGREES TO SERVICE OF ANY SUMMONS, COMPLAINT OR
OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING BY REGISTERED OR CERTIFIED U.S. MAIL,
POSTAGE PREPAID, TO BORROWER, PLEDGORS OR GUARANTOR, AS THE CASE MAY BE, AT THE ADDRESS FOR NOTICES
DESCRIBED HEREIN AND CONSENTS AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE IN EVERY RESPECT VALID
AND EFFECTIVE SERVICE (BUT NOTHING HEREIN SHALL AFFECT THE VALIDITY OR EFFECTIVENESS OF PROCESS
SERVED IN ANY OTHER MANNER PERMITTED BY LAW).



35. INTENTIONALLY OMITTED.



36. Waiver of Jury Trial. BORROWER, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY
KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE CONSULTATION OF COMPETENT COUNSEL,
WAIVES, RELINQUISHES AND FOREVER FORGOES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING,
INCLUDING, WITHOUT LIMITATION, ANY TORT ACTION, BROUGHT BY BORROWER AGAINST LENDER BASED UPON,
ARISING OUT OF, OR IN ANY WAY RELATING TO OR IN CONNECTION WITH THE LOAN DOCUMENTS, THE LOAN OR ANY
COURSE OF CONDUCT, ACT, OMISSION, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
ACTIONS OF ANY PERSON (INCLUDING, WITHOUT LIMITATION, SUCH PERSON’S DIRECTORS, OFFICERS, PARTNERS,
MEMBERS, EMPLOYEES, AGENTS OR ATTORNEYS, OR ANY OTHER PERSONS AFFILIATED WITH SUCH PERSON), IN
CONNECTION WITH THE LOAN OR THE LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION, IN ANY COUNTERCLAIM
WHICH BORROWER MAY BE PERMITTED TO ASSERT THEREUNDER OR WHICH MAY BE ASSERTED BY LENDER OR ITS
AGENTS AGAINST BORROWER, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THIS WAIVER BY BORROWER,
OF ITS RIGHT TO A JURY TRIAL IS A MATERIAL INDUCEMENT FOR LENDER TO MAKE THE LOAN.



37. Offsets, Counterclaims and Defenses. Borrower hereby knowingly waives the right
to assert any counterclaim, other than a compulsory counterclaim, in any action or proceeding
brought against it by Lender. Any assignee of the Loan Documents or any successor of Lender shall
take the same free and clear of all offsets, counterclaims or defenses which are unrelated to the
Loan Documents which Borrower may otherwise have against any assignor of the Loan Documents, and no
such unrelated counterclaim or defense shall be interposed or asserted by Borrower in any action or
proceeding brought by any such assignee under such Loan Document. Any such right to interpose or
assert any such unrelated offset, counterclaim or defense in any such action or proceeding is
hereby expressly waived by Borrower.



38. Voluntary Agreement. BORROWER REPRESENTS AND WARRANTS THAT IT IS FULLY AWARE OF
THE TERMS CONTAINED IN THE LOAN DOCUMENTS AND THAT IT HAS VOLUNTARILY AND WITHOUT COERCION OR
DURESS OF ANY KIND ENTERED INTO THE LOAN AND THE LOAN DOCUMENTS.



39. Waiver. Borrower hereby waives and releases all errors, defects and imperfections
in any proceedings instituted by Lender under the Note, as well as all benefit that might accrue to
Borrower by virtue of any present or future laws exempting any property, real or personal, or any
part of the proceeds arising from any sale of such property, from attachment, levy, or sale under
execution, or providing for any stay of execution, exemption from civil process, or extensions of
time for payment.



40. Governing Law. This Deed of Trust shall be governed by the laws of the State of
North Carolina.



41. Captions. The captions preceding the text of the sections or subsections of this
Deed of Trust are inserted only for convenience of reference and shall not constitute a part of
this Deed of Trust, nor shall they in any way affect its meaning, construction or effect.



42. Taxpayer Federal I.D. Number. In accordance with the requirements of Section
6050J of the Internal Revenue Code, as amended (the “Tax Code”), Borrower hereby represents
and warrants to Lender that Borrower’s tax identification number for federal tax reporting purposes
is 20-8112817 and Borrower agrees to cooperate with Lender in supplying such information and
executing such documentation as Lender reasonably requires to comply with the provisions of Section
6050J of the Code.



43. True Copy. Borrower acknowledges receipt of a true copy of this Deed of Trust
without charge.



44. Interest After Default. If any payment due hereunder or under the Note is not
paid when due, either at stated or accelerated maturity or pursuant to any of the terms hereof,
then and in such event, the Borrower shall pay interest thereon from and after the date on which
such payment first becomes due at the interest rate provided for in the Note and such interest
shall be due and payable, on demand, at such rate until the entire amount due is paid to, the
Lender, whether or not any action shall have been taken or proceeding commenced to recover the same
or to foreclose this Deed of Trust. Nothing in this Section or in any other provision of this Deed
of Trust shall constitute an extension of the time of payment of the Debt. After entry of a
judgment on any of the Loan Documents or a judgment in Deed of Trust foreclosure hereunder,
interest shall continue to accrue under the Note and this Deed of Trust at the rates set forth in
the Note. This Deed of Trust shall not, solely for purposes of determining interest payable under
the Note, merge with any judgment on any Loan Document or a judgment in Deed of Trust foreclosure
under this Deed of Trust.



45. Additional Advances and Disbursements: Costs of Enforcement. If any Event of
Default exists, Lender shall have the right, but not the obligation, to cure such Event of Default
in the name and on behalf of Borrower. All sums advanced and expenses incurred at any time by
Lender under this Section, or otherwise under this Deed of Trust or any of the other Loan Documents
or applicable law, shall bear interest from the date that such sum is advanced or expense incurred,
to and including the date of reimbursement, computed at the Default Interest Rate, and all such
sums, together with interest thereon, shall be secured by this Deed of Trust.



46. Definitions; Interpretation. Whenever used in this Deed of Trust, unless the
context clearly indicates a contrary intent:



(a) The word “Debt” shall mean the following items secured by this Deed of Trust:



(i) the payment of the indebtedness evidenced by the Note in lawful money of the United States
of America;



(ii) the payment of interest, default interest, late charges and other sums, as provided in
the Note, this Deed of Trust or the other Loan Documents (as hereinafter defined, but excluding the
Environmental Indemnity);



(iii) the payment of all other moneys agreed or provided to be paid by Borrower in the Note,
this Deed of Trust or the other Loan Documents (but excluding the Environmental Indemnity);



(iv) the payment of all sums advanced pursuant to this Deed of Trust to protect and preserve
the Mortgaged Property and the lien and the security interest created hereby;



(v) the payment of all sums advanced, costs and expenses incurred, and processing fees charged
by Lender in connection with the Debt (but excluding the Environmental Indemnity) or any part
thereof, any renewal, extension, or change of or substitution for the Debt (but excluding the
Environmental Indemnity) or any part thereof, or the acquisition or perfection of the security
therefor, whether made or incurred at the request of Borrower or Lender; and



(vi) all obligations of Borrower to Lender, whether now or hereafter owing or existing,
including without limitation, all obligations under the Loan Documents and the full and timely
payment, performance and discharge of all other obligations or undertaking now or hereafter made by
or for the benefit of Borrower and the undertakings of Borrower to Lender including any guaranty or
surety obligations of Borrower.



(b) The word “entity” shall mean individual, corporation, partnership or unincorporated
association;



(c) The word “Loan” shall mean the Loan made by Lender to Borrower in the original
principal amount of $23,000,000.00, evidenced by the Note.



(d) The word “Borrower” shall mean the entity which executes this Deed of Trust and
any subsequent owner of the Mortgaged Property and his respective heirs, executors, administrators,
successors and assigns;



(e) The word “Lender” shall mean the person or entity specifically named herein as
“Lender” or any subsequent holder of this Deed of Trust;



(f) The use of any gender shall include all genders;



(g) The singular number shall include the plural and the plural the singular as the context
may require.



46. Rules of Construction. This Deed of Trust is governed by and hereby incorporates
by reference the Rules of Construction contained in the Loan Agreement, which shall apply with the
same effect as though fully set forth herein.



47. Trustee Provisions.



(a) The Trustee may resign by an instrument in writing addressed to Lender, or the Trustee may
be removed at any time with or without cause by an instrument in writing executed by Lender. In
case of the death, resignation, removal or disqualification of the Trustee or if for any reason
Lender shall deem it desirable to appoint a substitute or successor Trustee to act instead of the
herein named Trustee or any substitute or successor Trustee, then Lender shall have the right and
is hereby authorized and empowered to appoint a successor Trustee, or a substitute Trustee, without
formality other than appointment and designation in writing executed by Lender, and the authority
hereby conferred shall extend to the appointment of other successor and substitute Trustees
successively until the indebtedness secured hereby has been paid in full or until the Mortgaged
Property is sold hereunder. In the event the indebtedness secured hereby is owned by more than one
person or entity, the holder or holders of not less than a majority in the amount of such
indebtedness shall have the right and authority to make the appointment of a successor or
substitute Trustee as provided for in the preceding sentence. Such appointment and designation by
Lender or by the holder or holders of not less than a majority of the indebtedness secured hereby
shall be full evidence of the right and authority to make the same and of all facts therein
recited. If Lender is a corporation and such appointment is executed on its behalf by an officer
of such corporation, such appointment shall be conclusively presumed to be executed with authority
and shall be valid and sufficient without proof of any action by the board of directors or any
superior officer of the corporation. Upon the making of any such appointment and designation, all
of the estate and title of the Trustee in the Mortgaged Property shall vest in the named successor
or substitute Trustee and he shall thereupon succeed to and shall hold, possess and execute all the
rights, powers, privileges, immunities and duties herein conferred upon the Trustee; but
nevertheless, upon the written request of Lender or of the successor or substitute Trustee, the
Trustee ceasing to act shall execute and deliver an instrument transferring to such successor or
substitute Trustee all of the estate and title in the Mortgaged Property of the Trustee so ceasing
to act, together with all the rights, powers, privileges, immunities and duties herein conferred
upon the Trustee, and shall duly assign, transfer and deliver any of the properties and moneys held
by said Trustee hereunder to said successor or substitute Trustee. All references herein to the
Trustee shall be deemed to refer to the Trustee (including any successor or substitute appointed
and designated as herein provided) from time to time acting hereunder. Borrower hereby ratifies
and confirms any and all acts which the herein named Trustee or his successor or successors,
substitute or substitutes, in this trust, shall do lawfully by virtue hereof.



(b) THE TRUSTEE SHALL NOT BE LIABLE FOR ANY ERROR OF JUDGMENT OR ACT DONE BY THE TRUSTEE IN
GOOD FAITH, OR BE OTHERWISE RESPONSIBLE OR ACCOUNTABLE UNDER ANY CIRCUMSTANCES WHATSOEVER
(INCLUDING THE TRUSTEE’S NEGLIGENCE), EXCEPT FOR THE TRUSTEE’S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT. The Trustee shall have the right to rely on any instrument, document or signature
authorizing or supporting any action taken or proposed to be taken by him hereunder and believed by
him in good faith to be genuine. All moneys received by the Trustee, until used or applied as
herein provided, shall be held in trust for the purposes for which they were received, but need not
be segregated in any manner from any other moneys (except to the extent required by law), and the
Trustee shall be under no liability for interest on any moneys received by him hereunder. BORROWER
WILL REIMBURSE THE TRUSTEE FOR, AND INDEMNIFY AND SAVE HIM HARMLESS AGAINST, ANY AND ALL LIABILITY
AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) WHICH MAY BE INCURRED BY HIM IN THE PERFORMANCE
OF HIS DUTIES HEREUNDER, INCLUDING THOSE WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF
THE NEGLIGENCE OF TRUSTEE OR ANY STRICT LIABILITY. The foregoing indemnity and other agreements
shall not terminate upon release, foreclosure or other termination of this Deed of Trust.



48. Savings Provision. It is expressly stipulated and agreed to be the intent of
Lender and each Borrower at all times to comply with applicable North Carolina law governing the
highest lawful rate or amount of interest payable on the Loan (or applicable United States federal
law to the extent that it permits Lender to contract for, charge, take, reserve or receive a
greater amount of interest than under North Carolina law). It is agreed that all interest, costs,
fees, charges and other similar items payable by the Borrower shall constitute interest under North
Carolina law. If the applicable law is ever judicially interpreted so as to render usurious any
amount called for under this Deed of Trust, the Note or under any of the other Loan Documents, or
contracted for, charged, taken, reserved or received with respect to the Loan, or if Lender’s
exercise of the option to accelerate the maturity of the Note or if any prepayment by Borrower
results in Borrower having paid any interest in excess of that permitted by applicable law, then it
is Borrower’s and Lender’s express intent that all excess amounts theretofore collected by Lender
be credited on the principal balance of the Note (or, if the Note and all other obligations have
been or would thereby be paid in full, refunded to Borrower), and the provisions of this Deed of
Trust, the Note and the other Loan Documents immediately be deemed reformed and the amounts
thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of
any new documents, so as to comply with the applicable law, but so as to permit the recovery of the
fullest amount otherwise called for hereunder or thereunder. All sums paid or agreed to be paid to
Lender for the use, forbearance or detention of the Loan shall, to the extent permitted by
applicable law, be amortized, prorated, allocated and spread throughout the full term of the Loan
until payment in full so that the rate or amount of interest on account of the Loan does not exceed
the usury ceiling from time to time in effect and applicable to the Loan for so long as the Loan
are outstanding. Notwithstanding anything to the contrary contained herein or in any of the other
Loan Documents, it is not the intention of Lender to accelerate the maturity of any interest that
has not accrued at the time of such acceleration or to collect unearned interest at the time of
such acceleration.



49. NO ORAL AGREEMENTS. THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.




50. Environmental Indemnity.



(a) Borrower covenants and agrees at its sole cost and expense to protect, defend, indemnify,
release and hold harmless Indemnified Parties from and against any and all Losses imposed upon or
incurred by or asserted against any of them (other than those arising solely from a state of facts
that first came into existence after Lender acquired title to the Mortgaged Property through
foreclosure or a deed in lieu thereof or realized its collateral pursuant to the Pledge Agreement
(as defined in the Loan Agreement)) and directly or indirectly arising out of or in any way
relating to any one or more of the following: (a) any presence of any Hazardous Substances in, on,
above, or under the Mortgaged Property; (b) any past, present or future Release of Hazardous
Substances in, on, above, under or from the Mortgaged Property; (c) any activity by Borrower, any
person or entity affiliated with Borrower, and any tenant or other user of the Mortgaged Property
in connection with any actual, proposed or future use, treatment, storage, holding, existence,
disposition or other Release, generation, production, manufacturing, processing, refining, control,
management, abatement, removal, handling, transfer or transportation to or from the Mortgaged
Property of any Hazardous Substances at any time located in, under, on or above the Mortgaged
Property; (d) any activity by Borrower, any person or entity affiliated with Borrower, and any
tenant or other user of the Mortgaged Property in connection with any actual or proposed
Remediation of any Hazardous Substances at any time located in, under, on or above the Mortgaged
Property, whether or not such Remediation is voluntary or pursuant to court or administrative
order, including but not limited to any removal, remedial or corrective action; (e) any past,
present or future non-compliance or violations of any Environmental Laws (or permits issued
pursuant thereto) in connection with the Mortgaged Property or operations thereon, including any
failure by Borrower, any person or entity affiliated with Borrower, and any tenant or other user of
the Mortgaged Property to comply with any order of any governmental authority in connection with
any Environmental Laws, but not including any non-compliance or violations occurring as a result of
the gross negligence or willful misconduct of any of the Indemnified parties; (f) the imposition,
recording or filing or the future imposition, recording or filing of any Environmental Lien
encumbering the Mortgaged Property; (g) any administrative processes or proceedings or judicial
proceedings in any way connected with any matter addressed in this Deed of Trust not caused by the
gross negligence or willful misconduct of any of the Indemnified parties; (h) any material
misrepresentation or inaccuracy in any representation or warranty made by Borrower herein or
Borrower’s material breach or failure to perform any covenants or other obligations pursuant to
this Deed of Trust; and (i) any diminution in value (but only to the extent such diminution is
realized by Lender) of the Mortgaged Property in any way connected with any occurrence or other
matter referred to in this Deed of Trust not caused by the gross negligence or willful misconduct
of any of the Indemnified Parties.



(b) Upon written request by any Indemnified Party, Borrower shall defend same (if requested by
any Indemnified Party, in the name of the Indemnified Party) by attorneys and other professionals
approved by the Indemnified Parties. If Borrower does not provide a defense by attorneys and other
professionals reasonably satisfactory to Indemnified Parties, any Indemnified Party may, in its
sole and absolute discretion, engage its own attorneys and other professionals to defend or assist
it, and, at the option of Indemnified Parties, their attorneys shall control the resolution of any
claim or proceeding. Upon demand, Borrower shall pay or, in the sole and absolute discretion of
the Indemnified Parties, reimburse, the Indemnified Parties for the payment of reasonable fees and
disbursements of attorneys, engineers, environmental consultants, laboratories and other
professionals in connection therewith.



(c) Definitions. For purposes of this Section 50, the following capitalized
terms shall have the following meanings:



(i) “Environmental Law” means any present and future federal, state and local laws,
statutes, ordinances, rules, regulations and the like, as well as common law, relating to
protection of human health or the environment, Hazardous Substances, liability for or costs of
Remediation or prevention of Releases of Hazardous Substances or other actual or future danger to
human health or the environment, any wrongful death, personal injury or property damage that is
caused by or related to the presence, growth, proliferation, reproduction, dispersal, or contact
with any biological organism or portion thereof, including molds or other fungi, bacteria or other
microorganisms or any etiologic agents or materials; includes the following statutes, as amended,
any successor thereto, and any regulations promulgated pursuant thereto, and any state or local
statutes, ordinances, rules, regulations and the like addressing similar issues: the Comprehensive
Environmental Response, Compensation and Liability Act; the Emergency Planning and Community
Right-to-Know Act; the Hazardous Substances Transportation Act; the Resource Conservation and
Recovery Act (including Subtitle I relating to underground Storage Tanks); the Solid Waste Disposal
Act; the Clean Water Act; the Clean Air Act; the Toxic Substances Control Act; the Safe Drinking
Water Act; the Occupational Safety and Health Act; the Federal Water Pollution Control Act; the
Federal Insecticide, Fungicide and Rodenticide Act; the Endangered Species Act; the National
Environmental Policy Act; and the River and Harbors Appropriation Act; and includes any present and
future federal, state and local laws, statutes, ordinances, rules, regulations and the like, as
well as common law, conditioning transfer of property upon a negative declaration or other approval
of a governmental authority of the environmental condition of the Mortgaged Property; requiring
notification or disclosure of Releases of Hazardous Substances or other environmental condition of
the Mortgaged Property to any governmental authority or other person or entity, whether or not in
connection with transfer of title to or interest in property; imposing conditions or requirements
in connection with permits or other authorization for lawful activity; relating to nuisance,
trespass or other causes of action related to the Mortgaged Property; and relating to wrongful
death, personal injury, or property or other damage in connection with any physical condition or
the presence of biological or etiologic agents or materials or use, management, or maintenance of
the Mortgaged Property.



(ii) “Environmental Lien” means any and all liens and other encumbrances imposed
pursuant to any Environmental Law, whether due to any act or omission of Borrower or any other
person.



(iii) “Hazardous Substances” includes any and all substances biological and etiologic
agents or materials (whether solid, liquid or gas) defined, listed, or otherwise classified as
pollutants, hazardous wastes, hazardous substances, hazardous materials, extremely hazardous
wastes, or words of similar meaning or regulatory effect under any present or future Environmental
Laws or that may have a negative impact on human health or the environment, including petroleum and
petroleum products, asbestos and asbestos-containing materials, polychlorinated biphenyls, lead,
lead-based paints, radon, radioactive materials, flammables and explosives, and any biological
organism or portion thereof (living or dead), including molds or other fungi, bacteria or other
microorganisms, or any etiologic agents or materials.



(iv) “Indemnified Parties” includes Lender, any person who is or will have been
involved in originating the Loan or in servicing the Loan, any person in whose name the encumbrance
created by this Deed of Trust is or will have been recorded, and persons who may hold or acquire or
will have held a full or partial interest in the Loan (including those who may acquire any interest
in mortgage pass through certificates or other securities evidencing a beneficial interest in the
Loan offered in a rated or unrated public offering or private investment, as well as custodians,
trustees and other fiduciaries who hold or have held a full or partial interest in the Loan for the
benefit of third parties), as well as the respective directors, officers, shareholders, partners,
employees, agents, servants, representatives, contractors, subcontractors, affiliates,
subsidiaries, participants, successors and assigns of any and all of the foregoing (including any
other person or entity who holds or acquires or will have held a participation or other full or
partial interest in the Loan or the Mortgaged Property, whether during the term of the Loan or as
part of or following foreclosure pursuant to the Loan) and including any successors by merger,
consolidation or acquisition of all or a substantial part of Lender’s assets and business.



(v) “Losses” includes any claims, suits, liabilities (including strict liabilities),
administrative or judicial actions or proceedings, obligations, debts, damages, losses, costs,
expenses, diminutions in value (but only to the extent such diminution is realized by Lender),
fines, penalties, charges, reasonable fees, expenses, costs of Remediation (whether or not
performed voluntarily), costs of assessing damages or losses, judgments, awards, amounts paid in
settlement, private damages foreseeable and unforeseeable consequential damages, litigation costs,
reasonable attorneys’ fees, reasonable engineers’ fees, reasonable environmental consultants’ fees,
and investigation costs (including costs for reasonable sampling, testing and analysis of soil,
water, air, building materials, and other materials and substances whether solid, liquid or gas),
of whatever kind or nature, and whether or not incurred in connection with any judicial or
administrative proceedings.



(vi) “Release” with respect to any Hazardous Substance includes any release, deposit,
discharge, emission, leaking, leaching, spilling, seeping, migrating, injecting, pumping, pouring,
emptying, escaping, dumping, disposing, or growth, proliferation, reproduction, or dispersal or
other movement or production of Hazardous Substances.



(vii) “Remediation” includes any response, remedial, removal, or corrective action;
any activity to cleanup, detoxify, decontaminate, contain or otherwise remediate any Hazardous
Substance; any actions to prevent, cure or mitigate any Release of any Hazardous Substance; any
action to comply with any Environmental Laws or with any permits issued pursuant thereto; and any
inspection, investigation, study, monitoring, assessment, audit, sampling and testing, laboratory
or other analysis, or evaluation relating to any Hazardous Substances.



[SIGNATURE APPEARS ON FOLLOWING PAGE]





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IN WITNESS WHEREOF, Borrower has duly executed this Deed of Trust to be effective as of
the day and year first above written.




BORROWER:



NNN VF FOUR RESOURCE SQUARE, LLC,



a Delaware limited liability company



	 	 	 	 	 
	
 
	 	By:
	 	Triple Net Properties, LLC, a Virginia

limited liability company, its manager
	 
	 	 	 	 
	
 
	 	 	 	By: /s/ Jeff Hanson[SEAL]

Name: Jeff Hanson

Title: Managing Director – Real Estate
	 
	 	 	 	 
	STATE OF California

	 	 	 	:
	COUNTY OF Orange

	 	 	 	: SS.

:






On this 5th day of March, 2007, before me, a Notary Public in and for the
State and County aforesaid, the undersigned officer, personally and voluntarily appeared Jeff
Hanson, who acknowledged himself/herself to be the Managing Director – Real Estate of Triple Net
Properties, LLC, a Virginia limited liability company (“Manager”), which is the manager of
NNN VF Four Resource Square, LLC, a Delaware limited liability company (“Borrower”) and
that he/she as such Managing Director – Real Estate of Manager, being authorized to do so, executed
the foregoing instrument for the purposes therein contained by signing the name of the company by
himself/herself as such Manager, on behalf of the Borrower.



IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal on the day and
year last above written.



/s/ J. Hu



Notary Public



Printed Name:



Notary Public in and for said Stated



Commission in Orange County



My Commission Expires: September 30, 2009



[Notarial Seal]



SIGNATURE PAGE TO DEED OF TRUST





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