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HomeMy WebLinkAboutOTHER-2026-039-Dead of Trust Supplement #5 Prepared by and return after recording to : Robert M . Jessup Jr. Emily S . Jessup Sanford Holshouser PLLC 209 Lloyd St., Suite 350 Carrboro, NC 2751. 0 DEED OF TRUST SUPPLEMENT # S PINs and brief descriptions 987445 - 3612 Government Service Annex, Link Center, and District Attorneys ' Office 9864 -394358 North Campus 9874- 80 -2738 &911 Center in the Meadowlands 9880 W8527 [EUEand on Campus 9844 -78 - 9022 and 9844 - 78 -9258 MS 9873 - 52 - 0006 Crisis Diversion Center 9874 -05 -8688 Orange County Justice Center Supplements RB 6486, Page 413 ; RB 6613 , Page 17; RB 6633 , Page 1121 ; RB 6657 , Page 704; and RB 6780 , Page 1910 , STATE OF NORTH CAROLINA ) The collateral is or includes fixtures. ORANGE COUNTY ) This instrument secures future advances. DEED OF TRUST SUPPLEMENT # 5 THIS DEED OF TRUST SUPPLEMENT # 5 (this " Supplement") is dated as of June 1 , 2026, and is granted by ORANGE COUNTY, NORTH CAROLINA, a political subdivision of the State of North Carolina (the " County") , to Robert M . Jessup Jr., 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 ") . RECITALS : The County is issuing its $ 27,435 , 000 (aggregate principal amount) Limited Obligation Bonds, Series 2026A (the " 2026A Bonds") , under a Fifth Supplemental Trust Agreement dated as of June 1 , 2026 (the " 2026A Agreement " ) , between the County and BNY- M , as trustee . The County is issuing the 2026A 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 2026A Agreement supplements a Trust Agreement dated as of June 1 , 2018 (the " 2018 Agreement") . Under the 2018 Agreement, as previously supplemented, the County has issued the " Prior Bonds, " as defined in Section 5 - 4 . 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) . The parties have now agreed that the Mortgaged Property will also secure the County' s repayment obligations with respect to the 2026A Bonds as provided in the 2026A Agreement. The parties have further agreed that the Mortgaged Property will now also include the real property described as Parcels Six and Seven on Exhibit A, and all improvements to that property, as further described below. 2 Accordingly, this Supplement supplements the Deed of Trust and Security Agreement granted by the County for the benefit of BNY- M dated as of June 1, 2018, and recorded at RB 6486, Page 413, Orange County Registry, as previously supplemented by the instruments recorded at RB 6613, Page 17, RB 6633 , Page 1121 , RB 6657 , Page 704, and RB 6780, Page 1910 Orange County Registry (those instruments, together with the 2018 Deed of Trust, are referred to as the " Existing Deed of Trust" in this Supplement) . The Existing Deed of Trust, as modified by this Supplement, is referred to as the " Modified Deed of Trust" in this Supplement. To secure its obligations under the 2026A Agreement and with respect to the 2026A Bonds, the County is providing for the conveyance by this Modified Deed of Trust of the real property described in Exhibit A, all improvements to that real property and all other " Mortgaged Property, " as more completely defined below . The Mortgaged Property includes the real property described in Exhibit A . The County is the record owner of that real property. The County executes and delivers this Modified Deed of Trust to secure current advances under the 2026A Agreement of $ 27,435, 000 as well as (a) total outstanding advances with regard to the Prior Bonds of approximately $86, 973 , 000 and (b) potential future advances up to a total maximum principal amount outstanding at any one time of $ 200, 000, 000, all as described and pursuant to the Existing Deed of Trust. The time during which such future advances may be made is 30 years from June 1 , 2018 . The current scheduled date for final repayment is on or about April 1, 2047 . NOW, THEREFORE, ( 1 ) in consideration of the execution and delivery of the 2026A Agreement and other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, (2 ) to secure the County's performance of all its covenants under the " Loan Documents, " as defined in Section 54, (3 ) to charge the Mortgaged Property with that payment and performance, 3 the County sells, grants and conveys to the Deed of Trust Trustee, his successors and assigns forever, in trust, with power of sale, the Mortgaged Property, " which is now defined as the following . (a) The "Mortgaged Property" as defined in the Existing Deed of Trust; along with (b) The property described as Parcels Six and Seven on Exhibit A and any real property later acquired by the County in exchange for, or in consideration of the exchange of, or with the proceeds from any disposition of, all or any part of any property described in this paragraph, and in all cases together with all easements, rights, rights - of- way and appurtenances belonging to any of that property (collectively, the "Added Property " ) ; and (c) All buildings and other improvements and fixtures now or later attached to or used in or on that the Added Property or any of its improvements, including (1) all renewals, replacements, and additions, ( n) all articles in substitution, (iii) all building materials for construction, improvement, modification or repair of improvements upon their delivery to the Added Property, and (iv) all proceeds of all the foregoing in whatever form resulting from the loss or disposition of the foregoing, including all proceeds of and unearned premiums for any insurance policies covering the Added Property and the improvements , proceeds of title insurance and payments related to the exercise of condemnation or eminent domain authority, and all judgments or settlements in lieu of any of the foregoing; all of which together now constitutes the " Mortgaged Property" for the purposes of this Modified Deed of Trust. E TO HAVE AND TO HOLD the Mortgaged Property with all privileges and appurtenances belonging thereunto , to the Deed of Trust Trustee, his 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 " Permitted Encumbrances, " as defined in Section BUT THIS CONVEYANCE IS MADE UPON THIS SPECIAL TRUST , if the County pays its " Obligations," as defined below, in full and in accordance with the 4 I s I Loan Documents, and the County complies with all the terms, covenants and conditions of the Loan Documents, then (a) this conveyance will be null and void, (b) BNY- M and the Deed of Trust Trustee will cooperate with the County to have this Modified Deed of Trust canceled of record, at the County's request and cost, and (c) 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 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 : 1.._ Warranties of Title : Security Provided by this Deed of Trust 1 = 1 Warranties of Title. 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, 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 . 1 - 2 Security for Payment and Performance. The County is delivering this Modified Deed of Trust (a) to secure the County's payment, as and when the same become due and payable, of all amounts payable by the County (the " Obligations ") under the Loan Documents and (b) to secure the County' s timely and full compliance with all terms, covenants and conditions of the Loan Documents . This Modified Deed of Trust secures all Obligations on a parity basis, with no preference of payments under any of the Loan Documents over payments under any other, and no other preference of any particular Obligations over any others. 1 -3 Present and Future Advances. This Modified Deed of Trust is executed to secure all the County's present and future obligations to the Trustee related to the Mortgaged Property. The making of future advances is subject to the terms and 5 conditions of the Loan Documents and this Modified Deed of Trust. The amount of the present obligations secured by this Agreement is equal to (a) the $ 27,435 ,000 of advances under the 2026A Agreement plus (a) total outstanding advances with regard to the Prior Bonds of approximately $ 86, 973 , 000 and 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 , 2018. The provisions in this Modified Deed of Trust for future advances are made only to facilitate the possible financing of additions or improvements to the Mortgaged Property, the possible refinancing of the present obligations, or otherwise as provided for under the Loan Documents . As of the date of this Modified Deed of Trust there is no agreement or obligation by the County to borrow, or for any person to lend, any additional funds beyond the amount that constitutes the present obligations . 3 1 = 4 Security Interest in Fixtures. This Modified Deed of Trust is intended to be a security agreement pursuant to the Uniform Commercial Code as in effect in North Carolina for the " Fixtures, " as defined below. The County grants to BNY- M and the Deed of Trust Trustee a security interest in the Fixtures to secure the Obligations . I Upon the occurrence of an Event of Default under this Modified Deed of Trust or the other Loan Documents, BNY- M or the Deed of Trust Trustee is entitled to exercise all rights and remedies of a secured party under the Uniform Commercial Code as in effect in North Carolina and may proceed as to the Fixtures in the same manner as provided in this Modified Deed of Trust for the real property. The " Fixtures" are all items of personal property attached or affixed to the Pledged Facilities in such a manner that removing the items would cause damage to the Pledged Facilities . The Fixtures may include plumbing, heating, lighting, electrical, laundry, ventilating, refrigerating, incinerating, air- conditioning, fire and theft protection and sprinkler equipment, and include all renewals and replacements and all additions, and all articles in substitution of any such property, and all proceeds of all the foregoing in any form . The County is not obliged to renew, repair or replace any undesirable or unnecessary Fixture . if the County determines that any Fixture has become 6 1 I s undesirable or unnecessary, the County may remove that Fixture from the Pledged Facilities and sell, trade - in, exchange or otherwise dispose of it (in whole or in part), with an amount equivalent to the fair market value of the Fixture as removed becoming Net Proceeds and subject to the provisions of the 2018 Agreement, as supplemented by the 2026A Agreement and as previously supplemented . With respect to those items of the Mortgaged Property that are or are to become Fixtures, this Modified Deed of Trust constitutes a financing statement filed as a fixture filing. The County agrees that the security interest in the Fixtures granted in this Section 14 is in addition to, and not in lieu of, any security interest in the Fixtures acquired by real property law. The Fixtures are located on the land described on Exhibit A, and the County is the record owner of that land . The name and address of the County, as debtor, and BNY- M and the Deed of Trust Trustee, as secured parties, are set forth in Section 5 - 1 . The County agrees to execute, deliver and file, or cause to be filed, in such place or places as BNY- M or the Deed of Trust Trustee may request, any additional financing statements (including any continuation statements) in whatever form any party may reasonably request to evidence the security interest provided for in this Section . 1 - 5 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. 1 = 6 County's Obligation Limited. Notwithstanding any other provision of this Modified Deed of Trust, 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 160Aw20 . No provision of this Modified Deed of Trust is to 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 Modified Deed of Trust 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 indirectly contingently, to secure any moneys due under any of the Loan Documents . 7 No provision of this Modified Deed of Trust 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. Nothing in this Section is intended to impair or prohibit foreclosure on this Modified Deed of Trust if the Obligations are not paid when due or otherwise upon the occurrence of an Event of Default under any of the Loan Documents . To the extent of any conflict between this Section and any other provision of this Modified Deed of Trust, this Section takes priority. 1 - 7 No Transfers; Provision for Releases , Grants of Easements and Similar Interests (a) The County shall not sell, transfer or encumber any interest in any Mortgaged Property, except as otherwise permitted by the Loan Documents . This prohibition applies whether the sale, transfer, or encumbrance is of a legal or an equitable interest, is voluntary, involuntary, by operation of law, or otherwise, and includes any encumbrance that is not a Permitted Encumbrance. BNY- M and the Deed of Trust Trustee may take any action either deems appropriate to prevent or rescind any unauthorized sale, transfer or encumbrance . (b) BNY- M is required, upon the County' s direction and at any time, to execute and deliver all documents necessary to effect the release of all or any portion of the Mortgaged Property from the lien of this Modified Deed of Trust upon the County' s compliance with the requirements of this Section . No consent or acknowledgment by the Deed of Trust Trustee is required for any release under this Section. i E (c) To obtain a release, the County must file with BNY- M a County i Certificate (1) stating that (A) no Event of Default is continuing, ( B) the release will not materially impair the intended use of the property remaining subject to this Modified Deed of Trust, and (C) the release complies with the requirements of this Section, ( ii) providing a copy of the proposed instrument of release, ( iii) directing BNY- M to execute and deliver the instrument, and ( iv) providing evidence of compliance with subsection (v) or (vi ) below. BNY- M may not release any property 8 1 I pursuant to this subsection (c) during the continuation of an Event of Default unless directed by the Majority Owners . (v) In the case of a proposed release of all the Mortgaged Property, the County must pay to BNY= M, or to some other fiduciary reasonably acceptable to BNY- M, an amount (A) that is sufficient to provide for the payment in full of all 2026A Bonds Outstanding and all Outstanding Prior Bonds and (B) that is required to be used for that payment. In addition, the County must undertake to satisfy all the other outstanding Obligations . The County Certificate referenced in subsection ( iv) may set forth this undertaking. (vi) In the case of a proposed release of a portion (but less than all) of the Mortgaged Property, the County must provide evidence to BNY- M that the appraised, taxable or insured value (and the County may provide different evidence for different portions) of that portion of the Mortgaged Property that is proposed to remain subject to the lien of this Modified Deed of Trust will not be less than 50 % of the aggregate principal component of (A) the 2026A Bonds Outstanding and ( B) all Outstanding Prior Bonds at the time the release is effected . (d) The County may make the following grants and dispositions, so long as the grant or disposition will not materially impair the intended use of the Pledged Facilities, and without regard to subsection (c) above . (1) The County may from time - to - time grant easements, licenses, rights " of-way and other similar rights with respect to any part of the Mortgaged Property, and the County may release similar interests, with or without consideration . (ii) The County may convey property used to provide water, sewer or other utility services to the Mortgaged Property to a public or private provider of that utility service, with or without consideration . (ii) The County may dispose of any undesirable or unnecessary Fixture as provided in Section 14. 1 - 8 Construction Mortgage. The parties intend that the security interest evidenced by this Modified Deed of Trust will be a " construction mortgage " with 9 respect to the fledged Facilities within the meaning of Section 25 - 9 - 334 of the North Carolina General Statutes , 2 . County's Payment Obligations 24 Payment of Obligations ; Compliance with Covenants. The County will pay the Obligations as and when the same become due and payable in the manner set forth in the Loan Documents and will comply in all respects with all the terms of the Loan Documents, 2 = 2 Payment of Fees and Costs. (a) If the Deed of Trust Trustee or BNY- M employs an attorney to assist in the enforcement or collection of any Obligations, or if the Deed of Trust Trustee or BNY- M voluntarily or otherwise becomes a party to any suit or legal proceeding (including a proceeding conducted under any state or federal bankruptcy or insolvency statute) to protect the I Mortgaged Property, to protect the lien of this Modified Deed of Trust, to enforce collection of the Obligations, or to enforce compliance by the County with any of the provisions of the Loan Documents, then the County will pay reasonable legal fees and costs that the Deed of Trust Trustee or BNY- M may reasonably have incurred (whether or not any suit or proceeding is commenced ) . The County' s repayment of all amounts paid for any such purpose, together with interest at the annual rate of 4. 00 % ( calculated on the basis of a 360 - day year consisting of twelve 30 - day months) , is secured as an Obligation under this Modified Deed of Trust. I (b) If any suit or proceeding described in subsection (a) is adverse to the County, however, then the County has this liability to pay legal fees and costs only if the Deed of Trust Trustee or BNY- M , as the case may be, is a prevailing party in the suit or proceeding . 2 - 3 Advances for Performance of County' s Obligations. If the County fails to perform any of its obligations under the Loan Documents, then the Deed of Trust Trustee and BNY- M are authorized , but not obligated, to perform the obligation or cause it to be performed . The County must repay any amounts paid for any such purpose . The County' s repayment of all those amounts, together with interest at the annual rate of 4. 00 % (calculated on the basis of a 360 - day year consisting of twelve 30 - day months) , is secured as an Obligation under this Modified Deed of Trust. 10 3 . The Deed Qf Trust Trustee 34 No Liability for Deed of Trust Trustee. The Deed of Trust Trustee will suffer no liability by his acceptance of this trust except as may be incurred because of any failure on his part to account for the proceeds of any sale under this Modified Deed of Trust. 3 -2 Resignation, The Deed of Trust Trustee may resign at any time by giving notice to the County and BNY- M as provided in Section 54 . 3 - 3 Substitute Trustees . If any Deed of Trust Trustee dies, becomes incapable of acting or renounces the trust, or if for any reason BNY- M desires to replace any Deed of Trust Trustee, then BNY- M has the unqualified right to appoint one or more substitute or successor Deed of Trust Trustees by instruments filed for registration in the office of the Register of Deeds where this Modified Deed of Trust is recorded . BNY- M may make any removal or appointment at any time without notice (including any notice to the previous Deed of Trust Trustee) , without specifying any reason, and without any court approval . Any appointee becomes vested with title to the Mortgaged Property and with all rights, powers, and duties conferred upon the Deed of Trust Trustee by this Modified Deed of Trust in the same manner and to the same effect as if that Deed of Trust Trustee had been named as the original Deed of Trust Trustee. 44 Defaults gnd Remedies : Foreclosure 44 Defaults and Remedies. During the continuation of an Event of Default under the Loan Documents, BNY- M may pursue its rights and remedies as provided under this Modified Deed of Trust and the other Loan Documents , 4- 2 Foreclosure; Sale under Power of Sale. (a) Right to foreclosure or sale. During the continuation of an Event of Default, at BNY- M ' s request, the Deed of Trust Trustee must foreclose this Modified Deed of Trust by judicial proceedings or, at BNY- M ' s option, the Deed of Trust Trustee must sell (and is empowered to sell) all or any part of the Mortgaged Property at public sale to the last and highest bidder for cash (free of any equity of redemption, homestead , dower, curtesy or other exemption, all of which the County expressly waives to the extent permitted by law) after compliance with applicable II State laws relating to foreclosure sales under power of sale. The Deed of Trust Trustee will execute and deliver a proper deed or deeds to the successful purchaser at any sale. If only a part of the Mortgaged Property is sold, the partial sale in no way adversely affects the lien created by this Modified Deed of Trust against the remainder, (b) BNY M 's bid. BNY- M may bid and become the purchaser at any sale under this Deed of Trust. Instead of paying cash, BNY- M may settle the purchase price by crediting against the Obligations the bid price net of sale expenses, including the Deed of Trust Trustee ' s commission, and after payment of any taxes and assessments as may be a lien on the Mortgaged Property superior to the lien of this Modified Deed of Trust (unless the Mortgaged Property is sold subject to those liens and assessments, as provided by law) . (c) County 's bid. The County may bid for all or any part of the Mortgaged Property at any foreclosure sale. The County, however, may not bid less than an ' amount sufficient to provide for full payment of the Obligations, unless BNY- M consents in writing. (d) Successful bidder 's deposit. At any sale, the Deed of Trust Trustee may, i at his option, require any successful bidder (other than BNY- M ) immediately to make a deposit with the Deed of Trust Trustee against the successful bid in the form of cash or a certified check in an amount of up to 5 % of the sale price. Any notice of the sale need not include notice of this requirement. I ( e) Application of sale proceeds. The Deed of Trust Trustee must apply the proceeds of any foreclosure sale in the manner and in the order prescribed by State law . The parties agree (1) that the sale expenses will include a commission to the Deed of Trust Trustee equal to one - half of one percent of the gross sales price for all services performed by the Deed of Trust Trustee under this Modified Deed of Trust, and (ii) that any sale proceeds remaining after the prior application of the proceeds in accordance with State law, including to the payment of the Obligations, will be paid to the County. 4- 3 Possession of Mortgaged Property. The County must deliver possession of the Mortgaged Property to BNY- M upon any request made by BNY- M during the continuation of an Event of Default. In addition, the County must 12 S2 k S G surrender possession of the Mortgaged Property to the purchaser of the Mortgaged Property at any judicial or foreclosure sale under this Modified Deed of Trust. During the continuation of an Event of Default, BNY- M , to the extent permitted by law, is also authorized to (a) take possession of the Mortgaged Property, with or without legal action, (b ) lease the Mortgaged Property, (c) collect all rents and profits from the Mortgaged Property, with or without taking possession of the Mortgaged Property, and (d) after deducting all collection costs permitted and administration expenses, apply the net rents and profits to the payment of necessary maintenance and insurance costs, and then apply all remaining amounts to the County' s account and in reduction of the Obligations . BNY- M will be liable to account only for rents and profits it receives. BNY- M may take any action permitted under this Section with respect to all or any portion of the Mortgaged Property, as it may elect. 44 No Remedy Exclusive; Delay not Waiver. All remedies under this Modified Deed of Trust are cumulative and may be exercised concurrently or separately. The exercise of any one remedy is not an election of that remedy as an exclusive remedy, nor does the exercise of one remedy preclude the exercise of any other remedy. if any Event of Default occurs and is later waived by the other party or parties, that waiver is limited to the default waived and does not constitute a waiver of any other default. The Deed of Trust Trustee and BNY- M may exercise every power or remedy given by this Modified Deed of Trust from time to time as often as the Deed of Trust Trustee or BNY= M may deem expedient. B. _ Additional Provisions 54 Notices . (a) Any communication provided for in this Modified Deed of Trust must be in English and must be in writing. "Writing" includes electronic mail . Facsimile transmission is not a permitted form of communication under this Modified Deed of Trust. (b) For the purposes of this Modified Deed of Trust, 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 13 of the County) or other authorized representative (in the case of any other party) . No such 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 2018 Agreement. (c) Any other communication under this Modified Deed of Trust 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 2026A LOBs Deed of Trust, Post Office Box 8181 , Hillsborough , NC 27278 (ii) if to the Deed of Trust Trustee, to Deed of Trust Trustee, c/o The Bank of New York Mellon Trust Company, N .A., Res Notice for 2026A Orange County ( NC) Financing, 601 Travis Street, 16th Floor, Houston, TX 77002 s (iii) if to BNY- M , to The Bank of New York Mellon Trust Company, N .A ., Re : Notice for 2026A Orange County ( NC) Financing, 601 Travis Street, 16th Floor, Houston, TX 77002 (iv) If to the LGC, to the North Carolina Local Government i Commission, Attn : Secretary of the Commission, Re ; Notice for Orange County j 2026A Financing, Longleaf Building, 3200 Atlantic Ave ., Raleigh, NC 27604 r i (d) Any addressee (including the LGC) may designate additional or different addresses for communications by notice given under this Section to each of the others . No notice need be delivered to the Deed of Trust Trustee for any notice or action to be effective, but the County must send copies of any notices it sends to the Deed of Trust Trustee also to the Trustee . (e) Whenever this Modified Deed of Trust requires the giving of a notice, the person entitled to receive the notice may waive the notice, in writing. The giving j or receipt of the notice will then not be a condition to the validity of any action taken in reliance upon the waiver. ld I 5 - 2 Successors . This Modified Deed of Trust is binding upon, will inure to the benefit of, and is enforceable by the County, the Trustee, any registered owner of 2026A Bonds, and by the Deed of Trust Trustee, and by their respective successors and assigns . 5 -3 No Marshalling. The County waives all rights to require marshalling of assets in connection with the exercise of any remedies provided in this Modified Deed of Trust or as permitted by law. 54 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 2018 Agreement, the First Supplemental Trust Agreement dated as of May 1 , 2019 (the " 2019A Agreement" ) , which provided for the issuance of the 2019A Bonds, the Second Supplemental Trust Agreement dated as of November 1 , 2019 (the " 2019B Agreement") , which provided for the issuance of the 2019B Bonds, the Third Supplemental Trust Agreement dated as of May 1 , 2020 (the " 2020 Agreement") which provided for the issuance of the 2020 Bonds, the Fourth Supplemental Trust Agreement dated as of May 11 , 2022 (the " 2022 Agreement") which provided for the issuance of the 2022 Bonds, the 2026A Agreement, the 2026A 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 terms 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 ( 0 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 2018 Agreement, as previously supplemented, and specifically means the following bonds : $ 7, 510, 000 original aggregate principal amount Limited Obligation Bonds, Series 2018 (the " 2018 Bonds ") $ 14, 135, 000 original aggregate principal amount Limited Obligation Bonds, Series 2019A (the " 2019A Bonds") $ 29, 74S,000 original aggregate principal amount Limited Obligation Bonds, Series 2019B (the " 2019B Bonds") $ 40, 731 ,000 original aggregate principal amount Limited Obligation Bonds, Series 2020 (the " 2020 Bonds ") $ 41 , 535, 000 original aggregate principal amount Limited Obligation Bonds, Series 2022 (the " 2022 Bonds ") 5 = 5 Governing Laws Forum. (a) The County, BNY- M, and the Deed of Trust Trustee intend that North Carolina law will govern this Modified Deed of Trust and all aspects of its interpretation . i (b) To the extent permitted by law, the County, BNY- M , and the Deed of Trust Trustee agree that any legal action concerning this Modified Deed of Trust I must be initiated in one of the following forums : (i) the North Carolina General Court of Justice located in Orange County, North Carolina ; or (ii) if the action is required by law to be filed in a United States federal court, in the United States District Court for the Middle District of North Carolina. i 5 - 6 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 sub) ect to any personal liability or accountability by reason of the execution of this Modified Deed of Trust or any other documents related to the transactions contemplated by this Modified Deed of Trust. 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. 16 5 - 7 Covenants Run with the Land. All covenants contained in the Modified Deed of Trust run with the real estate encumbered by the Modified Deed of Trust. 5 - 8 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 Modified Deed of Trust or any other document related to the transactions contemplated by this Modified Deed of Trust, and to subject to the liens and security interests of this Modified Deed of Trust 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 Modified Deed of Trust. 5 - 9 Severability. If any provision of this Modified Deed of Trust is determined to be unenforceable, that will not affect any other provision of this Modified Deed of Trust. 540 Non - Business Days. If the date for making any payment, or the last day for performance of any act or the exercising of any right, is not a Business Day, then that payment may be made, or act performed or right exercised, on or before the next succeeding Business Day. 541 Entire Agreement; Amendments . The Loan Documents constitute the County' s entire agreement with the Trustee and the Deed of Trust Trustee with respect to its general subject matter. This Modified Deed of Trust may not be changed except in accordance with Article XIII of the 2018 Agreement. The consent of the Deed of Trust Trustee is not required for any changes . [The remainder of this page has been left blank intentionally.] 17 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 written . N (SEAL) • 17 52 ATTEST: ORANGE COUNTY, NORTH CAROLINA By : Lau a Jensen Travis Myren Clerk, Board of Commissioners County Manager STATE OF NORTH CAROLINA; ORANGE COUNTY ; I, 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 , I WITNESS my hand and official stamp or seal, this day of June, 2026 . i � [SEAL] Notary Public My commission expires : 1111A ( Uri a pFIA IN '' . [ Deed of Trust Supplement # 5 dated as of June 1 , 2026, 41 for the benefit of The Bank of New York Mellon Trust Company, N .A., as Tr peel NOTARY s PUBLIC j � � ► ►Ca pre N y►°` G V'W, 1 1 3 3