HomeMy WebLinkAboutOTHER-2025-033-Deed of trust supplement #3 IIIIII30 IIIIIIIIIII 2/
Doc No: 30116915
Recorded : 06/17/2026 11 :52:56 AM
Fee Amt: $64 .00 Page 1 of 19
Orange County North Carolina
Mark Chilton, Register of Deeds
BK 6882 PG 344 - 362 ( 19)
Prepared by and return after recording to ,
Robert M . Jessup Jr .
Emily S . Jessup
Sanford Holshouser LLP
209 Lloyd St . , Suite 350
Carrboro , NC 27510
DEED OF TRUST SUPPLEMENT # 3
P ] Ns and brief descriptions
9874 - 05 - 29S4 Orange County Library, Hillsborough
9777 - 99 - 9032 Culbreth Middle School
9872 - 55 - 7302 , 9872 - 63 - 3300 Blackwood Farm Park
9864 - 87 - 8123 Whitted Building
9875 - 21 - 0552 Orange Middle School
9872 - 75 - 5904 New Hope Elementary School
9865 - 99 - 3002 Pathways Elementary School
9875 - 12 - 5819 Orange High School
9799 - 54 - 1734, 9799 -444776 Ephesus Elementary School
-� 91bW 7 34 71IJ6
Supplements RB 6730 , Page 209 , RB 6818 , Page 817 , and RB 6850 , Page 968 .
Hillsborough Elementary School ( PIN 9864 - 78 - 3471 ) has been released by an
instrument recorded at RB , Page .
STATE OF NORTH CAROLINA ) The collateral is or includes fixtures .
ORANGE COUNTY ) This instrument secures future advances .
DEED OF TRUST SUPPLEMENT # 3
THIS DEED OF TRUST SUPPLEMENT # 3 (this " Supplement " ) is dated as of
June 1 , 2025 , and is granted by ORANGE COUNTY, NORTH CAROLINA, a political
subdivision of the State of North Carolina ( the " County " ) , to Amy K . Johnson, as
trustee (the " Deed of Trust Trustee " ) , for the benefit of THE BANK OF NEW YORK
MELLON TRUST COMPANY, N .A. , AS TRUSTEE ( " BNY - M " ) .
Introduction
The County is issuing its $ 67 , 360 , 000 ( aggregate principal amount) Limited
Obligation Bonds , Series 2025 ( the " 2025 Bonds " ) , under a Third Supplemental
Trust Agreement dated as of June 1 , 2025 ( the " 2025 Agreement" ) , between the
County and BNY - M , as trustee . The County is issuing the 2025 Bonds to provide
funds , to be used together with other available funds , to acquire , construct, equip
and otherwise improve a variety of County facilities and assets, as well as to pay
financing costs and other related costs .
The 2025 Agreement supplements a Trust Agreement dated as of June 1 ,
2021 ( the " 2021 Agreement" ) . Under the 2021 Agreement, as previously
supplemented , the County has issued the " Prior Bonds, " as defined in Section 2 - 2 .
The County secured its repayment obligation with respect to the Prior Bonds by
granting a security interest in certain " Mortgaged Property, " as defined in the
Existing Deed of Trust ( as defined below) .
2
( 3 ) to charge the Mortgaged Property with that payment and performance,
the County sells, grants and conveys to the Deed of Trust Trustee, her successors
and assigns forever, in trust, with power of sale, the " Mortgaged Property, " as
defined in the Existing Deed of Trust; along with
TO HAVE AND TO HOLD the Mortgaged Property with all privileges and
appurtenances belonging thereunto, to the Deed of Trust Trustee, her successors
and assigns forever, upon the trusts, terms and conditions and for the purposes set
out below, in fee simple in trust,
SUBJECT, HOWEVER, to the encumbrances described in Exhibit B .
BUT THIS CONVEYANCE IS MADE UPON THIS SPECIAL TRUST : if the
County pays its " Obligations, " as defined in Section 14 below, in full and in
accordance with the Loan Documents, and the County complies with all the terms,
covenants and conditions of the Loan Documents, this conveyance will be null and
void and will be canceled of record at the County' s request and cost, and title will
revest as provided by law;
BUT IF, HOWEVER, THERE OCCURS AN EVENT OF DEFAULT UNDER THE
LOAN DOCUMENTS, then BNY- M will have the remedies provided for in this
Modified Deed of Trust, including directing the Deed of Trust Trustee to sell the
Mortgaged Property under power of sale .
The County covenants with the Deed of Trust Trustee and BNY- M that the
County is seized of and has the right to convey the Mortgaged Property in fee simple ,
that the Mortgaged Property is free and clear of all liens and encumbrances other
than Permitted Encumbrances, as defined in Section 2 - 2 , that title to the Mortgaged
Property is marketable, and that the County will forever warrant and defend title to
the Mortgaged Property (subject to the Permitted Encumbrances) against the claims
of all persons .
THE COUNTY COVENANTS AND AGREES with the Deed of Trust Trustee and
BNY- M (and their respective heirs, successors and assigns) , in consideration of the
foregoing, as follows :
4
1 . Security Provided
14 Security for Payment and Performance . The Modified Deed of
Trust secures the County' s payment, as and when the same become due and
payable, of all amounts payable by the County under the Loan Documents ( the
" Obligations " ) and the County' s timely compliance with all terms , covenants and
conditions of ( a ) the Loan Documents and ( b ) any Additional Bonds , as defined in
and as may be executed and delivered pursuant to the 2021 Agreement, as
supplemented from time to time .
1 - 2 Present and Future Advances . This Deed of Trust is executed to secure
all the County' s present and future obligations to the Trustee related to the
Mortgaged Property as described in and pursuant to the Modified Deed of Trust. The
total amount, including present and future obligations , that may be secured by this
Modified Deed of Trust at any one time is $ 200 , 000 , 000 . The period within which
future obligations may be incurred is 30 years from June 1 , 2021 .
1 - 3 Existing Deed of Trust Otherwise Confirmed . Except as provided by
this Supplement, the County ratifies , approves and confirms the terms of the
Existing Deed of Trust .
14 County ' s Obligation Limited . Notwithstanding any other provision
of the Loan Documents, the parties intend that this transaction will comply with
North Carolina General Statutes Section 160A - 20 . No deficiency judgment may be
entered against the County in violation of Section 160A - 20 .
No provision of this Supplement should be construed or interpreted as
creating a pledge of the County ' s faith and credit within the meaning of any
constitutional debt limitation . No provision of this Supplement should be construed
or interpreted as an illegal delegation of governmental powers , nor as an improper
donation or lending of the County' s credit within the meaning of the North Carolina
constitution . The County' s taxing power is not and may not be pledged , directly or
I
ndirectly contingently, to secure any moneys due under this Supplement .
Nothing in this Section is intended to impair or prohibit foreclosure under the
Modified Deed of Trust if the Obligations are not paid when due or otherwise upon
the occurrence of an Event of Default under the Loan Documents .
5
No provision of this Supplement restricts the County' s future issuance of any
of its bonds or other obligations payable from any class or source of the County ' s
moneys ( except to the extent the Loan Documents restrict the incurrence of
additional obligations secured by the Mortgaged Property) .
To the extent of any conflict between this Section and any other provision of
this Supplement, this Section takes priority.
2 . Miscellaneous
24 Notices ,
( a ) Any communication provided for in this Supplement must be in English
and must be in writing . " Writing " includes electronic mail but does not include
facsimile transmission .
( b ) For the purposes of this Supplement, any communication sent by
electronic mail will be deemed to have been given on the date the communication is
similarly acknowledged by a County Representative ( in the case of the County) or
other authorized representative ( in the case of any other party) . No communication
will be deemed given or effective without such an acknowledgment. Any electronic
communication to the Trustee is subject to the provisions of Section 9 . 02 of the
2021 Agreement .
( c ) Any other communication under this Supplement will be deemed given
on the delivery date shown on a United States Postal Service certified mail receipt,
or a delivery receipt ( or similar evidence ) from a national commercial package
delivery service , if addressed as follows :
( i ) if to the County, to Orange County Manager, Re : Notice under
2025 LOBs Deed of Trust, Post Office Box 8181 , Hillsborough , NC 27278
( ii ) if to the Deed of Trust Trustee, to Deed of Trust Trustee, coo
The Bank of New York Mellon Trust Company, N . A . , Re : Notice for 2025
Orange County ( NC ) Financing, 601 Travis Street, 16th Floor, Houston , TX
77002
6
if to BNY - M , to The Bank of New York Mellon Trust Company,
N . A ., Re : Notice for 2025 Orange County ( NC) Financing, 601 Travis Street,
16th Floor, Houston , TX 77002
( d ) Any addressee may designate additional or different addresses for
communications by notice given under this Section to each of the others . The County
must send copies of any notices it sends to the Deed of Trust Trustee also to BNY - M .
2 - 2 Definitions . All capitalized terms used in this Supplement and not
otherwise defined have the meanings ascribed to them otherwise in the Loan
Documents . In addition , the following terms used in this Supplement have the
following meanings , unless the context clearly requires otherwise :
The " Loan Documents " are the 2021 Agreement, the First Supplemental Trust
Agreement dated as of June 13 , 2023 ( the " 2023 Agreement" ) , which provided for
the issuance of the 2023 Bonds, the Second Supplemental Trust Agreement dated as
Of June 1 , 2024 ( the " 2024 Agreement " ) , which provided for the issuance of the
2024 Bonds, the 2025 Agreement, the 2025 Bonds , the Prior Bonds and the
Modified Deed of Trust .
" Permitted Encumbrances " means, as of any particular- time , ( a ) the
encumbrances on the County ' s title to the Mortgaged Property that are stated on
Exhibit B , ( b ) liens for taxes and assessments not then delinquent, or liens which
may remain unpaid pursuant to the Modified Deed of Trust, ( c) the Modified Deed of
Trust, ( d ) any lien or encumbrance which is made by its terins expressly
subordinate to the lien of the Modified Deed of Trust, including leases of Mortgaged
Property made by the County, as lessor, to other units of State or local government,
( e ) easements and rights - of- way granted by the County pursuant to the Modified
Deed of Trust, and ( f) encumbrances on the County ' s title to property that may be
added in the future to the definition of the Mortgaged Property existing at the time
the property becomes part of the Mortgaged Property.
" Prior- Bonds " means all the County' s limited obligation bonds issued
pursuant to the 2021 Agreement, as previously supplemented , and specifically
means the following bonds .
$ 23 , 585 , 000 original aggregate principal amount Limited Obligation Bonds ,
Series 2021A and 2021B ( the " 2021 Bonds " )
$ 14, 298 , 000 original aggregate principal amount Limited Obligation Bonds ,
Series 2023A and 2023B ( the " 2023 Bonds " )
$ 11 , 880 , 000 original aggregate principal amount Limited Obligation Bonds ,
Series 2024A and 2024B ( the " 2024 Bonds " )
2 - 3 Governing Law; Forum . The County, BNY - M and the Deed of Trust
Trustee intend that North Carolina law will govern this Supplement and all matters
of its interpretation . To the extent permitted by law, the County, BNY- M and the
Deed of Trust Trustee agree that any action brought with respect to this Supplement
must be brought in the North Carolina General Court of Justice in Orange County,
North Carolina ,
24 Limitation of Liability of Officers and Agents . No officer, agent or
employee of the County, BNY - M or the Deed of Trust Trustee will be subject to any
personal liability or accountability by reason of the execution of this Supplement or
any other documents related to the transactions contemplated by this Supplement .
Those officers or agents are deemed to execute documents in their official capacities
only, and not in their individual capacities , This Section does not relieve any officer,
agent or employee from the performance of any official duty provided by law .
2 - S Covenants Run with the Land . All covenants contained in the
Modified Deed of Trust 11111 with the real estate encumbered by the Modified Deed of
RI S t .
2 - 6 Further Instruments , Upon the request of BNY- M or the Deed of Trust
Trustee , the County will execute , acknowledge and deliver any further instruments
reasonably necessary or desired by BNY - M or the Deed of Trust Trustee to carry out
more effectively the purposes of this Supplement or any other document related to
the transactions contemplated by this Supplement, and to subject to the liens and
security interests of this Supplement all or any part of the Mortgaged Property
intended to be given or conveyed , whether now given or conveyed or acquired and
conveyed subsequent to the date of this Supplement,
2 - 7 Entire Agreement, Amendments . This Supplement, together with
the other Loan Documents , constitutes the entire agreement with respect to its
general Subject matter between the County, the Trustee and the Deed of Trust
S
Trustee . This Supplement may not be changed except in accordance with the other
Loan Documents . The Deed of Trust Trustee ' s consent is not required for any
changes .
[The remainder of this page has been left blank intentionally.]
-- _ _
IN WITNESS WHEREOF, the County has caused this instrument to be signed ,
sealed and delivered by duly authorized officers , as of the day and year first above
Wrlttetl .
(SEAL) A
52
ATTEST : ORANGE COUNTY,
4rtlr Gur4`��� NORTH CAROLINA
Lau ensen Travis Myren
Clerk, Board of Commissioners County Manager
STATE OF NORTH CAROLINA ,
ORANGE COUNTY
1 , a Notary Public of such County and State , certify that Travis Myren and
Laura Jensen personally came before me this day and acknowledged that they are
the County Manager and the Clerk of the Board of Commissioners, respectively, of
Orange County, North Carolina , and that by authority duly given and as the act of
such County, the foregoing instrument was signed in the County ' s name by such
County Manager, sealed with its corporate seal and attested by such Clerk .
WITNESS my hand and official stamp or seal , this day of June , 202S .
li ► „
1,o Notary Public
NlYN
s'sjoir xpires : I t I 'Lo2-7
PUBLIC
�''•,, � L66f0A � upplement # 3 dated as of June 1 , 2025 ,
► �61 it of The Bank of New York Mellon Trust Company, N .A . , as Trustee ]
10
EXHIBIT A - Pledged Sites Description
PARCEL ONE• ORANGE COUNTY LIBRARY,
THAT' CERTAIN REAL PROPERTY AND IMPROVEMENTS THEREON SITUATED
IN HILLSBOROUGH , HILLSBOROUGH TOWNSHIP , ORANGE COUNTY, NORTH
CAROLINA, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS :
BEING ALL OF LOT 1 CONTAINING 0 . 4, 98 ACRE, MORE OR LESS , AS SHOWN ON
'I' I-IAT CERTAIN PLAT OF SURVEY ENTITLED " FINAL PLAT RECOMBINATION
ORANGE COUNTY COMPLEX " RECORDED IN PLAT BOOI{ 105 , PAGE 117 , ORANGE
COUNTY REGISTRY, REFERENCE TO WHICH PLAT OF SURVEY IS HEREBY MADE
FOR A MORE PARTICULAR DESCRIPTION OF LOT 1 ;
TOGETHER WITH ANY AND ALL ACCESS , UTILITY AND OTHER EASEMENTS AND
RIGHTS OF ANY KIND OR NATURE APPURTENANT TO THE ABOVE - DESCRIBED
LOT 1 , INCLUDING , BUT NOT LIMITED 110 (A) THE MOTOR VEHICLE ACCESS
EASEMENT ( S ) IDENTIFIED AND DESCRIBED IN THAT CERTAIN MOTOR VEHICLE
ACCESS EASEMENTS AND MAINTENANCE AGREEMENT RECORDED IN BOOK
4834 , PAGE 63 , ORANGE COUNTY REGISTRY ; AND ( B) THE PEDESTRIAN ACCESS
EASEMENT ( S ) IDENTIFIED AND DESCRIBED IN THAT CERTAIN PEDESTRIAN
ACCESS EASEMENTS AND MAINTENANCE AGREEMENT RECORDED IN BOOK
4834, PAGE 46 , ORANGE COUNTY REGISTRY ; PROVIDED , HOWEVER, THAT THE
FOREGOING CONVEYANCE OF THE ABOVE - DESCRIBED LOT 1 IS MADE SUBJECT
TO EACH OF THE EASEMENTS , COVENANTS , CONDITIONS AND OBLIGATIONS
APPLICABLE TO THE ABOVE - DESCRIBED LOT 1 AND / OR THE OWNER OF THE
ABOVE - DESCRIBED LOT 1 AS PROVIDED IN THE ABOVE - REFERENCED MOTOR
VEHICLE ACCESS EASEMENTS AND MAINTENANCE AGREEMENT AND
PEDESTRIAN ACCESS EASEMENTS AND MAINTENANCE AGREEMENT,
PIN : 9874 - 0S - 2954
PARCEL TWO - CULBRETH MIDDLE SCHOOL ;
TRACT 1 :
BEGINNING A'I' A SMALL HICKORY AT THE INTERSECTION OF THE
BOUNDARY LINES OF THE PROPERTY OF CLEVELAND ATWATER AND THE
BENNETT HEIRS WITH THE PROPERTY OF E . G . MERRITT AND MRS . ALFRED
BRANDON ,* RUNNING THENCE FROM SAID BEGINNING POINT ALONG AND
WITH THE SOUTHERN PROPERTY LINE OF THE BENNETT HEIRS SOUTH 51 °
15 ' EAST 971 . 79 FEET TO AN IRON STAKE ; RUNNING THENCE NORTH 24'
20 ' EAST 364 . 4 FEET TO AN IRON STAKE , A NEW CORNER OF THE BENNETT
i �
HEIRS ; RUNNING THENCE NORTH 220 40 ' WEST 738 . 68 FEET TO AN IRON
STAKE, SAID STAKE BEING LOCATED IN THE SOUTHERN LINE OF A 60 FOOT
RIGHT OF WAY FOR A PROPOSED ROAD BY THE STATE HIGHWAY
COMMISSION A DISTANCE OF 2090 FEET ALONG THE SAID SOUTHERN
RIGHT OF WAY LINE FROM THE INTERSECTION OF THE PITTSBORO AND
FARRINGTON ROADS ; RUNNING THENCE ALONG THE SOUTHERN RIGHT OF
WAY LINE OF SAID PROPOSED ROAD NORTH 760 08 ' WEST 563 . 27 FEET TO
AN IRON STAKE , CORNER WITH H . D . BENNETT; RUNNING THENCE WITH
THE LINE OF H , D . BENNETT AND CLEVELAND ATWATER THE FOLLOWING
COURSES AND DISTANCES : SOUTH 21 ' 00 ' WEST 9 . 18 FEET, SOUTH 6 ° 30 '
EAST 13 . 2 FEET, SOUTH 60 30 ' EAST 99 . 0 FEET, SOUTH 360 30 ' EAST 41 . 6
FEET AND SOUTH 160 00 ' WEST 402 . 6 FEET TO A SMALL HICKORY, THE
POINT AND PLACE OF BEGINNING , CONTAINING 13 , 336 ACRES, MORE OR
LESS , AND BEING THE TRACT OF LAND DESIGNATED " BENNETT HEIRS " ON
THE PLAT ENTITLED FINAL BOUNDARY SURVEY FOR CHAPEL HILL BOARD
OF EDUCATION BY ENGINEERING SURVEY, INC ., DATED 7 - 27 - 67 AND
REVISED 1 - 6 - 68, TO WHICH PLAT REFERENCE IS HEREBY MADE FOR A
MORE PARTICULAR DESCRIPTION , SEE DEED IN BOOK 214, PAGE 741 ,
ORANGE COUNTY REGISTRY .
TRACT 2 :
BEGINNING AT A STAKE LOCATED IN THE SOUTHERN RIGHT OF WAY LINE OF A 60
FOOT RIGHT OF WAY FOR A PROPOSED ROAD BY THE STATE HIGHWAY
COMMISSION , SAID STAKE LYING IN THE WESTERN LINE OF THE BENNETT HEIRS
LANDS ; RUNNING THENCE ALONG THE LINE OF THE BENNETT HEIRS, SOUTH 210
00 ' WEST 9 . 18 FEET, SOUTH 60 30 ' EAST 13 . 2 FEET, CORNER WITH CLEVELAND
ATWATER ; RUNNING THENCE ALONG THE NORTHERN LINE OF ATWATER NORTH
670 30 ' WEST 143 . 16 FEET TO AN IRON STAKE LOCATED IN THE SOUTHERN RIGHT
OF WAY LINE OF SAID PROPOSED ROAD ; RUNNING THENCE ALONG WITH THE
SOUTHERN RIGHT OF WAY LINE OF SAID PROPOSED ROAD SOUTH 76 " 08 ' EAST
137 . 83 FEET TO THE POINT AND PLACE OF BEGINNING , CONTAINING 0 , 033 ACRES ,
MORE OR LESS, AND BEING A SMALL TRIANGULAR SHAPED PARCEL OF LAND
DESIGNATED " ( I� , D . BENNETT LAND ) " ON PLAT ENTITLED FINAL BOUNDARY
SURVEY FOR CHAPEL HILL BOARD OF EDUCATION BY ENGINEERING SURVEYS,
INC . DATED 7 - 27 - 67 , REVISED 1 - 6 - 68 , TO WHICH SAID PLAT REFERENCE IS
HEREBY MADE . FOR A MORE PARTICULAR DESCRIPTION , SEE DEED IN BOOK 214 ,
PAGE 743 , ORANGE COUNTY REGISTRY .
TRACT 3 :
BEGINNING AT A SMALL HICKORY AT THE INTERSECTION OF THE BOUNDARY
LINES OF THE PROPERTY OF CLEVELAND ATWATER, THE BENNETT HEIRS , WITH
THE PROPERTY OF E . G . MERRITT, AND MRS . ALFRED BRANDON ), RUNNING
THENCE FROM SAID BEGINNING POINT ALONG AND WITH THE SOUTHERN
PROPERTY LINE OF THE BENNETT HEIRS SOUTH 510 15 ' EAST 971 , 79 FEET TO AN
IRON STAKE ; RUNNING THENCE A NEW LINE WITH E . G . MERRITT AND MRS .
12
ALFRED BRANDON SOUTH 240 20 ' WEST 185 . 6 FEET TO AN IRON STAKE, A NEW
CORNER WITHE , G . MERRITT AND MRS . ALFRED BRANDON ; RUNNING THENCE A
NEW LINE NORTH 770 10 ' WEST 1200 . 0 FEET TO AN IRON STAKE AND NORTH 30
40 ' WEST 445 . 96 FEET TO AN IRON STAKE IN THE SOUTHERN PROPERTY LINE OF
CLEVELAND ATWATER; RUNNING THENCE ALONG AND WITH SAID ATWATER ' S
SOUTHERN LINE NORTH 820 45 ' EAST 521 . 33 FEET TO A SMALL HICKORY, THE
POINT AND PLACE OF BEGINNING , AND CONTAINING 13 . 024 ACRES, MORE OR
LESS , AND BEING THAT PARCEL OF LAND DESIGNATED AS " E . G . MERRITT AND
MRS . ALFRED BRANDON " AS SHOWN ON PLAT ENTITLED FINAL BOUNDARY
SURVEY FOR CHAPEL HILL BOARD OF EDUCATION BY ENGINEERING SURVEYS,
INC . DATED 7 - 27 - 67 , REVISED 1 - 6 - 68, TO WHICH PLAT REFERENCE IS HEREBY
MADE FOR A MORE PARTICULAR DESCRIPTION , SEE DEED IN BOOK 215 , PAGE
128 , ORANGE COUNTY REGISTRY .
TRACT 4 :
BEGINNING AT A SMALL HICKORY AT THE INTERSECTION OF THE BOUNDARY
LINES OF THE PROPERTY OF CLEVELAND ATWATER , BENNETT HEIRS AND MRS ,
ALFRED BRANDON AND E . G . MERRITT; RUNNING THENCE FROM BEGINNING
POINT ALONG AND WITH THE NORTHERN PROPERTY LINE OF E . G . MERRITT AND
MRS , ALFRED BRANDON SOUTH 82 ° 45 ' WEST 521 . 33 FEET TO AN IRON STAKE, A
NEW CORNER WITH ATWATER ; RUNNING THENCE A NEW LINE WITH ATWATER
NORTH 30 40 ' WEST 768 . 66 FEET TO AN IRON STAKE LOCATED IN THE SOUTHERN
RIGHT OF WAY LINE OF A 60 FOOT RIGHT OF WAY FOR A PROPOSED ROAD BY
STATE HIGHWAY COMMISSION ; RUNNING THENCE WITH THE SOUTHERN RIGHT
OF WAY LINE OF SAID PROPOSED ROAD SOUTH 740 51 ' EAST 42 . 21 FEET TO A
POINT AT THE BEGINNING OF A CURVE , RUNNING THENCE WITH THE SOUTHERN
RIGHT OF WAY LINE AS THE SAME CURVES RIGHT IN A GENERAL
SOUTHEASTERLY DIRECTION WITH A RADIUS OF 5760 FEET A DISTANCE OF
128 . 97 FEET TO AN IRON STAKE, CONTINUING WITH THE SOUTHERN RIGHT OF
WAY LINE OF SAID PROPOSED ROAD SOUTH 760 08 ' EAST 353 . 67 FEET TO AN
IRON . STAKE IN THE LINE OF H . D . BENNETT; RUNNING THENCE WITH THE LINE
OF BENNETT SOUTH 670 30 ' EAST 143 . 16 FEET, CORNER OF ATWATER, H . D .
BENNETT AND BENNETT HEIRS ; RUNNING THENCE WITH THE LINE OF THE
BENNETT HEIRS THE FOLLOWING COURSES AND DISTANCES : SOUTH 6 ° 30 ' EAST
99 . 0 FEET, SOUTH 360 30 ' EAST 41 . 6 FEET AND SOUTH 160 00 ' WEST 402 . 6 FEET
TO A SMALL HICKORY, THE POINT AND PLACE OF BEGINNING AND CONTAINING
8 . 970 ACRES, MORE OR LESS , AND BEING THE TRACT OF LAND DESIGNATED
" CLEVELAND ATWATER " ON PLAT ENTITLED FINAL BOUNDARY SURVEY FOR
CHAPEL HILL BOARD OF EDUCATION BY ENGINEERING SURVEYS, INC . DATED 7 -
27 - 67 , REVISED 1 - 6 - 68 , TO WHICH SAID PLAT REFERENCE 1S HEREBY MADE FOR
A MORE PARTICULAR DESCRIPTION . SEE DEED IN BOOK 215 , PAGE 180 , ORANGE
COUNTY REGISTRY ,
PIN : 9777 - 99 - 9032
THIS PROPERTY IS TO REMAIN AS ONE PARCEL FOR TAX PURPOSES
13
PARCEL THREE- BLACKWOOD FARM PARK*
BEING ALL OF THAT 151 . 22 ACRE TRACT OF LAND IDENTIFIED AS TRACT N0 , 1
AND THE . 44 ACRE TRACT OF LAND IDENTIFIED AS TRACT NO , 2 ON THE PLAT
OF PROPERTY 'TITLED " FINAL PLAT BOUNDARY SURVEY FOR HERBERT N .
BLACKWOOD HEIRS , " PREPARED BY J . DAVID THOMPSON , PROFESSIONAL R . L . S . ,
WHICH PLAT 1S RECORDED AT PLAT BOOK 89 , PAGE 138 , ORANGE COUNTY
REGISTRY , THE PROPERTY IS FURTHER IDENTIFIED AS ORANGE COUNTY P . I . N .
9872 - 55 - 7302 , ORANGE COUNTY TAX MAP 7 . 9 . . 2 AND PIN 9872 - 63 - 3300 ,
ORANGE COUNTY TAX MAP 7 .
PIN : 9872 - 55 - 7302
PARCEL FOUR - WHITTED BUILDING:
BEGINNING AT THE SOUTHEAST CORNER OF THE INTERSECTION OF QUEEN
STREET AND HASELL STREET, FORMERLY NEW HAZEL STREET, SAID POINT BEING
THE NORTHEAST CORNER OF RALPH C . NEIGHBOURS AND WIFE , MAE A
NEIGHBOURS ; THENCE EASTERLY WITH WEST QUEEN STREET APPROXIMATELY
Y 416 FEET 110 A POINT IN THE NORTHWEST CORNER OF ANNIE CAMERON ;
THENCE SOUTH WITH ANNIE CAMERON APPROXIMATELY 291 FEET TO A POINT
IN THE SOUTHWEST CORNER OF ANNIE CAMERON ; THENCE EAST WITH ANNIE
CAMERON APPROXIMATELY 106 . 5 FEET TO A POINT, BEING THE NORTHWEST
CORNER OF FLORA RAY MILLER; THENCE SOUTH WITH FLORA RAY MILLER ' S
WEST LINE APPROXIMATELY 293 FEET TO A POINT ON THE NORTHERN LINE OF
WEST TRYON STREET; THENCE WEST WITH WEST TRYON STREET
APPROXIMATELY 488 FEET TO AN IRON STAKE, THE NORTHEAST CORNER OF THE
INTERSECTION OF WEST TRYON STREET AND HASELL STREET; THENCE NORTH
WITH HASELL STREET 532 FEET TO THE POINT AND PLACE OF BEGINNING ,
PIN : 9864 - 87 - 8123
PARCEL FIVE — ORANGE MIDDLE SCHOOL
BEING all that certain tract or parcel of laud containing 11 . 918 acres more or less and identified
as "Tract 2 on the plat of survey entitled " Exempt Division Survey Property of Orange County
Board of Education for the Redevelopment of C . W . Stanford Middle School " by Riley
Surveying , P . A . , which plat is recorded in Plat Book 107 , Page 137 , of the Orange County
Registry and to which plat reference is hereby made for a more particular description of same .
308 Orange High School Road , Hillsborough , NC 27278
Orange County PIN : 9875 - 2 1 - 0552
14
PREVIOUS PARCEL SIX - HILLSBOROUGH ELEMENTARY - IS NO LONGER ENCUMBERED
PARCEL SEVEN - NEW HOPE ELEMENTARY
BEING all of those certain tracts identified as ` ` Lot - A " , containing 7 . 21 acres , more or less , " Lot
- B " , containing 1995 acres more or less , and " Lot - F % containing 1 . 38 acres , more or less with
all three lots together containing a total of 28 . 54 acres as shown on that plat entitled
" Recombination of Property Surveyed for Orange County Board of Education" by Alois
Callemyn Land Surveyor dated as of July 9 , 1987 and recorded in Plat Book 52 , Page 51 , Orange
County Registry ,
1900 New Hope Church Road , Chapel Hill , NC 27514
Orange County PIN : 9872 - 75 - 5904
PARCEL EIGHT - PATHWAYS ELEMENTARY
BEING all of that parcel containing 18 . 13 acres , more or less , identified as " Lot A " on that plat
entitled " Property Surveyed for Orange County Board of Education " by Callemyn Parker Inc .
dated as of December 18 , 1998 , and recorded in Book 83 , Page 85 , Orange County Registry ,
431 Strouds Creek Road , Hillsborough , NC 27278
Orange County PIN : 9865 - 99 - 3002
PARCEL NINE - ORANGE HIGH SCHOOL
BEING all of that parcel containing 17 . 48 acres , more or less , labeled as Tract 2 on that plat
entitled " Orange high School Exempt Division Survey Property of County of Orange ' ' by Riley
Surveying , P . A . dated as of.tune 26 , 2014 , and recorded in Book 113 Page 24 , Orange County
Registry ,
500 Orange High School Road , Hillsborough , NC 27278
Orange County PIN : 9875 - 12 - 5819
PARCEL TEN - EPHESUS ELEMENTARY SCHOOL of Tracts 1 and 2
Tract I :
All of that certain tract or parcel of land , together with all improvements thereon and more
particularly described as BEGINNING at a point in the Northern right of way line of Ephesus
15
Church Road , which point is located South 89 ' 37 ' West 700 . 75 feet as measured along the
Northern right of way line of Ephesus Church Road from an N . C . State Highway Monument
located in the Northern right of way line of said road , said monument being also located 60 feet ,
more or less , northwardly from the intersection of the southern right of way of Ephesus Church
Road and the Eastern right of way line of Long Leaf Drive of Ridgefield Subdivision : ( said
beginning point may also be located as being approximately 60 feet northwardly from a point
near the center line of Churchill Drive where the same intersects the South line of the Ephesus
Church Road ) ; rtnlning thence from said beginning point , North 3 ° 19 ' East 878 . 51 feet , more or
less , to a point in the northern property line of the Ferrell property (which point is located North
84 ' 49 ' West 659 feet as measured along said northern property line from an old iron control
corner located in the western line of the Colony Wood Subdivision , Section I1 ) ; running thence
along the northern line of the Ferrell property , North 84 ' 49 ' West 521 . 45 feet to a corner
marked by an old iron ; thence South 64 ' 27 ' West 279 . 49 feet to a corner marked by an old iron ;
thence South 5 ° 13 East 486 . 43 feet to a stake ; thence South 13 ° 51 West 60 feet to a corner
marked by an old iron ; thence South 88 ' 09 ' East 192 . 33 feet to another corner marked by an old
iron ; thence South 2 ° 34 ' West 204 . 50 feet to a stake in the Northern right of way one of
Ephesus Church Road ; thence along the Northern right of way line of Ephesus Church Road ,
South 84 ' 10 ' East 498 . 21 feet and North 89 ' 37 ' East 12 . 12 feet to the point of BEGINNING
containing 13 . 36 acres , more or less .
LESS AND EXCEPT : BEGINNING at ail iron stake in the center of the Old Rocky Ridge
Road in the southern line of the J . H . McFarland land , and rtulning thence North 68 ' 15 ' East 280
feet to an iron stake ; thence South 4 ° 15 ' West 660 feet to an iron stake ; thence North 86 ' 30 '
West 193 feet along the northern line of the John McFarland property to an iron stake ; thence
North 15 ' 30 ' East 60 feet to an iron take in the center of said Old Road ; and thence North 4 ° 10 '
West 486 feet along the center of said Old Road to the place of BEGINNING , containing 3
acres , more or less , the same being Tract No . I according to the map of the property of Lillian G .
Lloyd and others by Robert A . Jones , Registered Surveyor, dated November 12 , 1957 , recorded
in the Office of the Register of Deeds of Durham County in Plat Book 34 , Page 73 , to which
reference is hereby made for a more particular description of same .
1495 Ephesus Church Road , Chapel Hill , NC 27517
Orange County PIN : 9799 - 54 - 1734
Tract 2 :
BEGINNING at an iron stake in the center of the Old Rocky Ridge Road in the southern line ol'
the ,1 , H . MCFarland land , and 1• 111111ng thence North 68 ' 15 ' East 280 feet to an iron stake ; thence
South 4 ° 15 ' West 660 feet to ail iron stake ; thence North 86 ' 30 ' West 193 feet along the
northern line of the John McFarland property to an iron stake ; thence North 15 ' 30 ' East 60 feet
to an iron take in the center of said Old Road ; and thence North 4 ° 10 ' West 486 feet along the
center of said Old Road to the place of BEGINNING , containing 3 acres , more or less , the same
being Tract No . I according to the map of the property of Lillian G . Lloyd and others by Robert
A . .[ ones , Registered Surveyor , dated November 12 , 1957 . recorded in the Office of the Register
of Deeds of Durham County in Plat Book 34 , Page 73 , to which reference is hereby made for a
more particular description of same .
Orange County PIN : 979944 - 8776
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EXHIBIT B - - Existing Encumbrances
As to all Tracts , the Deed of Trust and Security Agreement granted by the County
for the benefit of BNY - M dated as of June 1 , 2021 , and recorded at RB 6730 , Page
209 , Orange County Registry, as previously supplemented ( referred to as the
" Existing Deed of Trust " in this instrument, and further defined above ) .
All references to books and pages in the lists below are to the Orange County
Registry.
THE FOLLOWING EXCEPTIONS APPLY TO PARCEL ONE - ORANGE COUNTY
LIBRARY :
1 . Matters shown on plats recorded in Plat Book 101 , Pages 82 and 95 ; Plat Book
102 , Pages 52 , S3 and 54; Plat Book 103 , Pages 20 , 21 and 197 ; Plat Book 105 ,
Page 117 ; and Plat Book 105 , Pages 157 , 158 and159 .
2 . Public Utility Acceptance by the Town of Hillsborough recorded in Bool< 4485 ,
Page 260 , and Book 4801 , Page 251 , and Town of 1-iillsborough abandonment of
Public Water Easement recorded in Book 4801 , Page 252 .
3 . Motor Vehicle Access Easements and Maintenance Agreement recorded in Book
4834, Page 63 ,
4 , Pedestrian Access Easements and Maintenance Agreement recorded in Book 4834 ,
Page 46 .
5 . Matters shown on plat recorded Plat Book 107 at Page 117 including their right
of way of West Margaret Lane , Private Storm Sewer Easement and Public Water
Easement located on the Land .
6 . Title to that portion of Land within the right- of- way of W . Margaret Lane .
7 . Right of Way Easement to the Town of Hillsborough for sanitary sewer outfall
line recorded in Book 253 , Page 613 .
THE FOLLOWING EXCEPTIONS APPLY TO PARCEL TWO - CULBRETH MIDDLE
SCHOOL ,
8 . Annexation by the Town of Chapel Hill as recorded in Book 1376, Page 515 .
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9 . Easement between Chapel Hill - Carrboro City Board of Education and
Southern Village Limited Partnership recorded in Book 1702 , Page 520 ,
10 . Terms and conditions of Lease as evidenced by Memorandum of Lease Agreement
with GTE Mobilnet of Raleigh Incorporated as recorded in Book 1849 , Page 546,
along with the Easement Agreement as recorded in Book 1849 , Page 554 and
Assignment and Assumption Agreement to Crown Castle GT Company LLC as
recorded in Book 2445 , Page 417 ; further affected by Assignment Agreement
recorded in Book 6550 , Page 558 ; Memorandum of First Amendment to Light
Standard Lease Agreement recorded in Book 6550, Page 585 and First
Amendment to Easement Agreement recorded in Book 6551 , Page 17 .
11 . Terms and conditions of Lease as evidenced by Memorandum and Amendment
of Lease with BellSouth Carolinas PCS, L . P . as recorded in Book 1861 , Page 586 ;
along with the Site Designation Supplement and Memorandum of Sublease with
Crown Castle South , Inc . as recorded in Book 2301 , Page 384 ; further affected
by Assignment Agreement recorded in Book 6550 , Page 558 and Memorandum
of Second Amendment to Option and Lease Agreement recorded in Book 6550 ,
Page 570 ,
12 , Sewer Easement recorded in Book 219 , Page 412 .
13 . Terms and conditions of Lease by and between Orange County, North Carolina
and The Board of Education for The Chapel Hill - Carrboro City Schools dated
January 1 , 2014 and recorded January 15 , 2014 and recorded in Book 5743 at
Page 518 .
14 . Right of way to Duke Energy Carolinas , LLC recorded in Book 5800 at Page 481 .
15 . Matters shown on recorded Plat Book 114 at Page 76 ,
16 . Culbreth Middle School Stormwater Easement to the Town of Chapel Hill
recorded in Book 5932 at Page94 .
17 , Stormwater Operations and Maintenance Plan for Culbreth Middle School
Science Wing Expansionrecorded in Book 5932 , Page 97 .
THE FOLLOWING EXCEPTION APPLIES TO PARCEL THREE - BLACKWOOD
FARM PARK ,
18 . Matters shown on plat recorded Plat Book 89 , Page 138 .
19 . Terms and conditions of Right of Way Agreement between Orange County and
Piedmont Electrical Membership Corporation recorded in Book 6795 , Page 585 .
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THE FOLLOWING EXCEPTION APPLIES TO PARCEL FOUR - WHITTED
BUILDING :
20 , Terms and conditions of Encroachment Agreement for a Structure Other than a Sign
between OrangeCounty and the Town of Hillsborough recorded in Book 6703 , Page
623 ,
THE FOLLOWING EXCEPTION APPLIES TO PARCELS FIVE THROUGH TEN
21 , All encumbrances existing at the time of the recording of this Deed of Trust.
19