1
Drawn By and Return To:
Hunton & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000 AMENDED, RESTATED
AND
CONSOLIDATED
STATE OF NORTH CAROLINA DEED OF TRUST
AND
COUNTY OF CATAWBA SECURITY AGREEMENT
COLLATERAL IS OR INCLUDES FIXTURES
THIS AMENDED, RESTATED AND CONSOLIDATED DEED OF TRUST AND SECURITY
AGREEMENT (this "Deed of Trust") is made and entered into as of the ______ day
of December, 1996, by and among
RIDGEVIEW, INC., a North Carolina corporation (the "Grantor"); and
XXXX X. XXXXXX, XX., a resident of Georgia (the "Trustee"); and
NATIONSBANK, N.A. (SOUTH), a national banking association organized and
existing under the laws of the United States, having its principal place of
business in Atlanta, Georgia (the "Lender").
RECITALS:
A. The Grantor has previously executed a Deed of Trust and Security
Agreement, dated January 10, 1995, in favor of the Lender (as assignee of
NationsBank, N.A. (Carolinas)), recorded in Book 1914, Page 1217, of the Catawba
County, North Carolina Registry (the "First Deed of Trust"), securing
obligations of the Grantor to the Lender pursuant to that certain Loan and
Security Agreement (Term Loan) dated as of January 10, 1995 between the Grantor
and the Lender (as amended, the "Term Loan Agreement").
B. The Grantor has previously executed a Deed of Trust and Security
Agreement, dated January 10, 1995, in favor of the Lender (as successor by
merger to NationsBank of Georgia, N.A.), recorded in Book 1914, Page 1234, of
the Catawba County, North Carolina Registry, as modified by First Amendment to
Deed of Trust and Security Agreement dated as of June 11, 1996, recorded in Book
1991, Page 718 aforesaid records, and by Second Amendment to Deed of Trust and
Security Agreement dated as of September 6, 1996, recorded in Book 2003, Page
973 aforesaid records (as so amended, the "Second Deed of
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Trust"), securing obligations of the Grantor to the Lender pursuant to that
certain Loan and Security Agreement (Revolving Loans) dated as of January 10,
1995 between the Grantor and the Lender (as amended, the "Revolving Agreement").
C. In connection with the amendment and restatement of the Term Loan
Agreement and the Revolving Agreement in the form of that certain Amended and
Restated Loan and Security Agreement dated as of December __, 1996 between the
Grantor and certain of its Subsidiaries as borrowers and the Lender as lender,
the Grantor and the Lender have agreed to amend, restate and consolidate the
First Deed of Trust and the Second Deed of Trust in the form of this Amended,
Restated and Consolidated Deed of Trust; PROVIDED that the parties do not intend
this Amended, Restated and Consolidated Deed of Trust, and the transactions
contemplated hereby, and this Amended, Restated and Consolidated Deed of Trust
and the transactions contemplated hereby shall not be deemed, to constitute a
novation of any of the obligations secured by the First Deed of Trust or the
Second Deed of Trust.
W I T N E S S E T H:
The Grantor, in consideration of the indebtedness herein recited,
irrevocably grants and conveys to the Trustee and the Trustee's successors and
assigns, all of the following described land, real property interests,
buildings, improvements, fixtures, furniture and appliances and other personal
property (all hereafter referred to collectively as the "Property"):
(a) All those tracts or parcels of land and other real property
interests in Catawba County, North Carolina more particularly described in
Exhibit A attached hereto and made a part hereof; and
(b) All buildings and improvements of every kind and description now or
hereafter erected or placed on the aforesaid land and all materials intended for
construction, reconstruction, alteration and repair of such improvements now or
hereafter erected thereon, all of which materials shall be deemed to be included
within the premises hereby conveyed immediately upon the delivery thereof to the
aforesaid land, and all fixtures now or hereafter owned by the Grantor and
attached to or contained in and used in connection with the aforesaid land and
improvements including, but not limited to, all furniture, furnishings,
apparatus, machinery, motors, elevators, fittings, radiators, ranges,
refrigerators, awnings, shades, screens, blinds, carpeting, office equipment and
other furnishings and all plumbing, heating, lighting, cooking, laundry,
ventilating, refrigerating, incinerating, air conditioning and sprinkler
equipment and fixtures and appurtenances thereto and all renewals or
replacements thereof or articles in substitution thereof, whether or not the
same are or shall be attached to said land and improvements in any manner;
TO HAVE AND HOLD the same, together with all privileges,
hereditaments, easements and appurtenances thereunto belonging, to the Trustee
and the Trustee's successors and assigns to secure the indebtedness herein
recited and upon this special trust: that should
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the indebtedness secured hereby be paid according to the tenor and effect
thereof when the same shall be due and payable and should the Grantor timely and
fully discharge its obligations secured hereunder, then the Property shall be
reconveyed to the Grantor or the title thereto shall be revested according to
the provisions of law;
And, as additional security for said indebtedness, the Grantor hereby
conditionally assigns to the Lender all the security deposits, rents, issues,
profits and revenues of the Property from time to time accruing reserving only
the right to the Grantor to collect and use the same as long as the Grantor is
not in default hereunder.
All the fixtures which comprise a part of the Property shall, as far as
permitted by law, be deemed to be affixed to the aforesaid land and conveyed
therewith. As to the balance of the fixtures, this Deed of Trust shall be
considered a security agreement which creates a security interest in such
fixtures for the benefit of Lender. In that regard, the Grantor grants to the
Lender all of the rights and remedies of a secured party under the North
Carolina Uniform Commercial Code.
As additional collateral and further security for the indebtedness, the
Grantor does hereby assign to the Lender the interest of the Grantor in and to
any and all leases, rental agreements, management contracts, construction
contracts, licenses and permits now or hereafter affecting the Property, or any
part thereof, and the Grantor agrees to execute and deliver to the Lender such
additional instruments, in form and substance satisfactory to the Lender, as may
hereafter be reasonably requested by the Lender to evidence and confirm said
assignment; provided, however, that acceptance of any such assignment shall not
be construed as a consent by the Lender to any lease, rental agreement,
franchise agreement, management contract, construction contract, or other
contract, license or permit, or to impose upon the Lender any obligation with
respect thereto. Without first obtaining on each occasion the written approval
of the Lender (which approval shall not be unreasonably withheld), the Grantor
shall not cancel or permit the cancellation of any such lease, rental agreement,
franchise agreement, management contract, construction contract, or other
contract, license or permit, or modify any of said instruments, or accept or
permit to be made, any prepayment of any installment of rent or fees thereunder
except to the extent permitted in Section 2.15 hereof. The Grantor shall
faithfully keep and perform, or cause to be kept and performed, all of the
covenants, conditions, and agreements contained in each of said instruments, now
or hereafter existing, on the part of the Grantor to be kept and performed and
shall at all times do all things reasonably necessary and reasonably appropriate
to compel performance by each other party to said instruments of all
obligations, covenants and agreements by such other party to be performed
thereunder.
The Grantor, the Trustee and the Lender covenant, represent and agree
as follows:
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ARTICLE 1.
The Loans
1.1 The indebtedness secured by this Deed of Trust is the result of
revolving loans of up to $14,000,000.00 (the "Revolving Loans") made from time
to time by the Lender to the Grantor and the term loan in the principal amount
of $4,969,659.00 (the "Term Loan") made by the Lender to the Grantor, all
pursuant to that certain Amended and Restated Loan and Security Agreement, dated
as of December __, 1996 (as the same may be amended, modified, supplemented or
restated from time to time, the "Loan Agreement") and as evidenced by the terms
of the Amended and Restated Revolving Credit Note dated December __, 1996 made
by the Grantor in favor of the Lender in the principal amount of $14,000,000.00
and the Amended, Restated and Consolidated Term Note dated December __, 1996
made by the Grantor in favor of the Lender in the principal amount of
$4,969,659.00 (collectively, the "Note") (the obligations of the Grantor to the
Lender under the Loan Agreement and the Note being referred to hereinafter as
the "Obligations").
1.2 Payment by the Grantor of the Obligations will be in accordance
with the Loan Agreement, the Note and this Deed of Trust, which require payment
on the terms set forth therein and herein.
1.3 This Deed of Trust secures the obligations of the Grantor to repay
the Revolving Loans and the Term Loan to the Lender under the Loan Agreement and
the Note and all other obligations from time to time owing to the Lender under
the Loan Agreement. The amount of the disbursement secured hereby as of December
__, 1996 is FOUR MILLION NINE HUNDRED SIXTY-NINE THOUSAND SIX HUNDRED FIFTY-NINE
AND NO/100 DOLLARS ($4,969,659.00) and the maximum amount which may be secured
hereby at any one time is FOURTEEN MILLION AND NO/100 DOLLARS ($14,000,000.00).
The time period within which future disbursements under the Loan Agreement are
to be made is the period between the date hereof and the date fifteen (15) years
from the date hereof. The making of future disbursements under the Loan
Agreement is non-obligatory within the meaning of such term in Section 45-70(a),
North Carolina General Statutes. Disbursements secured hereby shall not be
required to be evidenced by a "written instrument or notation" as described in
Section 45- 68(2) of the North Carolina General Statutes, it being the intent of
the parties that the requirements of Section 45-68(2) for a "written instrument
or notation" for each advance shall not be applicable to disbursements made
under the Loan Agreement and the Note.
ARTICLE 2.
Grantor's Covenants, Representations and Agreements
2.1 The Grantor represents and covenants that it is seised of the
Property in fee and has the right to convey the same, that the title to the
Property is free and clear of all
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encumbrances except for liens and encumbrances in favor of the Lender and
any matters shown as specific exceptions in the policy of title insurance
accepted by the Lender in connection with this Deed of Trust, and that it will
warrant and defend the title to the Property against the claims of all persons
or parties except for the matters shown as specific exceptions in the policy of
title insurance accepted by the Lender in connection with this Deed of Trust or
any endorsement thereto.
2.2 The Grantor will punctually pay all sums secured hereby at the time
and place and in the manner specified in the Loan Agreement and the Note.
2.3 The Grantor will pay as they become due all taxes, general and
special assessments, insurance premiums, permit fees, inspection fees, license
fees and all water and sewer charges against it or the Property, and the
Grantor, upon request of the Lender, will submit to the Lender receipts
evidencing said payments.
2.4 The Grantor covenants to keep the Property insured against loss or
damage by fire and the risks embraced within the term "extended coverage" and
insured against such other hazards and risks as may be reasonably required by
the Lender.
2.5 The Grantor covenants to maintain or cause to be maintained general
accident and public liability insurance against all claims for bodily injury,
death or property damage occurring upon, in or about any part of the Property.
2.6 Upon the request of the Lender, the Grantor shall, at its own cost,
keep the value of all buildings now or hereafter comprising a part of the
Property insured against loss or damage by fire and such other insurable risks,
casualties and hazards as the Lender may from time to time specify.
2.7 The Grantor agrees to deliver to the Lender, as additional security
hereto, copies of the original policies of such insurance as is required by the
Lender pursuant to Sections 2.4, 2.5 and 2.6 hereof and of any additional
insurance which shall be taken out upon the Property while any part of the
Obligations shall remain unpaid. Renewals of such policies shall be so delivered
at least ten (10) days before any such insurance shall expire. The insurance
policies are to designate the Lender as mortgagee in a standard mortgagee
endorsement, provided that such policies may not be cancelled without thirty
(30) days prior written notice to the Lender, and are to be for such amounts and
from such insurance companies as are reasonably satisfactory to the Lender. The
Grantor hereby assigns the proceeds of any such insurance policies to the Lender
and hereby directs and authorizes each insurance company to make payment for
such loss directly to the Lender as its interests may appear. The proceeds of
any insurance or any part thereof may be applied by the Lender, at its option,
either to the reduction of the Obligations, in such order as the Lender may
determine in its sole discretion, or to restoration or repair of the property
damaged.
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2.8 Upon the request of the Lender, the Grantor shall submit to the
Lender such receipts and other statements which shall evidence, to the
satisfaction of Lender, that all taxes, assessments and insurance premiums have
been paid in full.
2.9 The Grantor agrees that if it shall fail to pay when due any tax,
assessment or charge levied or assessed against the Property or any utility
charge, whether public or private, or any insurance premium or if it shall fail
to procure the insurance coverage and the delivery of the insurance certificates
required hereunder, then the Lender, at its option, may pay or procure the same.
The Grantor will reimburse the Lender immediately and without demand for any
sums of money paid by the Lender pursuant to this Section, together with
interest on each such payment at the default rate set forth in the Loan
Agreement and all such sums and interest thereon shall be secured hereby.
2.10 The Grantor agrees to execute and deliver to the Lender,
concurrently with the execution of this Deed of Trust and upon the request of
the Lender from time to time hereafter, all financing statements and other
documents reasonably required to perfect and maintain the security interest
created hereby. The Grantor hereby irrevocably (as long as any of the
Obligations remain unpaid) makes, constitutes and appoints the Lender as the
true and lawful attorney of the Grantor to sign the name of the Grantor (after
the Grantor has failed or refused to timely execute such documents upon request
of the Lender) on any financing statements, continuations of financing
statements or similar document required to perfect or continue such security
interests.
2.11 The Grantor will not sell, encumber or otherwise dispose of the
fixtures and articles of personal property comprising part of the Property
except to incorporate such into the improvements on the land or replace such
with goods of quality and value at least equal to that replaced.
2.12 The Grantor assigns to the Lender any proceeds or awards which may
become due by reason of any condemnation or other taking for public use of the
whole or any part of the Property or any rights appurtenant thereto, and the
Lender may, at its option, either apply the same to the Obligations secured
hereby or release the same to the Grantor without thereby incurring any
liability to any other person. The Grantor agrees to execute such further
assignments and agreements as may be reasonably required by the Lender to assure
the effectiveness of this Section.
2.13 The Grantor will pay or reimburse the Lender for all reasonable
attorneys' fees, costs and expenses incurred by the Lender in any action, legal
proceeding or dispute of any kind which affects any of the Obligations, the
interest created herein, or the Property, including but not limited to, any
foreclosure of this Deed of Trust, enforcement of payment of amounts due under
the Loan Agreement and the Note, any condemnation action involving the Property
or any action to protect the security hereof. Any such amounts paid by the
Lender shall be added to the indebtedness secured hereby and shall bear interest
at the default rate specified in the Loan Agreement.
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2.14 The Grantor shall perform all covenants to be performed by the
lessor under any and all leases of the Property or any part thereof and shall
not, without the written consent of the Lender (which consent shall not be
unreasonably withheld), cancel, surrender or modify any lease in which the
Grantor has assigned any rights or interest to the Lender. Upon demand the
Grantor will furnish the Lender with copies of any lease of the Property or any
part thereof.
2.15 The Grantor will not accept any prepayment of rent or installments
of rent for more than one month in advance without the prior written consent of
the Lender (which consent shall not be unreasonably withheld).
2.16 The Grantor will abstain from and will not permit the commission
of waste by the Grantor in or about the Property and will maintain the Property
in good condition and repair, reasonable wear and tear excepted.
2.17 The Grantor covenants and agrees with the Lender that the Grantor
shall not sell, transfer, convey, mortgage (except for mortgages permitted by
the Loan Agreement), encumber (except for encumbrances permitted by the Loan
Agreement), lease or otherwise dispose of the Property or any part thereof or
any interest therein or engage in secondary financing with respect thereto
during the term of this Deed of Trust without the prior written consent of the
Lender.
2.18 The Grantor will do, or cause to be done, all such things as may
be required by law in order fully to protect the security and all rights of the
Lender under this Deed of Trust. The Grantor shall not cause or permit the lien
of this Deed of Trust to be impaired in any way provided the foregoing is within
the control of the Grantor.
2.19 The Grantor will permit the Lender, or its agents, at all
reasonable times and with advance notice to enter and pass through or over the
Property for the purpose of inspecting same.
2.20 The Grantor agrees that no release by the Lender of any of the
Grantor's successors in title from liability on any of the Obligations secured
hereby, no release by the Lender of any portion of the Property, no
subordination of lien, no forbearance on the part of the Lender to collect on
the Obligations, or any part thereof, no waiver of any right granted or remedy
available to the Lender and no action taken or not taken by the Lender shall in
any way diminish the Grantor's obligation to the Lender or have the effect of
releasing the Grantor or any successor to the Grantor from full responsibility
to the Lender for the complete discharge of each and every of the Grantor's
obligations hereunder, or under the Loan Agreement or the Note or under any
other document submitted by the Grantor to the Lender in connection with the
Obligations.
2.21 The Grantor will maintain full and correct books and records
showing in detail the earnings and expenses of the Property and will permit the
Lender and its
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representatives to examine said books and records and all supporting vouchers
and data at any time and from time to time during normal business hours upon
reasonable prior request by the Lender. When so requested, the Grantor will also
submit to the Lender statements of income and expenses accurately setting forth
the operation of its interest in the Property for each fiscal year. Such
statements shall be in such form and forms as are acceptable to the Lender.
2.22 (a) The Grantor represents that it is in compliance with all
federal, state, and local requirements relating to protection of health or the
environment in connection with the operation of the Grantor's business on the
Property;
(b) The Grantor represents and warrants that (i) Grantor has not, and
(ii) to the best of Grantor's knowledge no third party has disposed of Hazardous
Materials on, under or about the Property in such a manner as would give rise to
a liability which would have a material adverse effect on the Grantor, and that
to the best of the Grantor's knowledge, to the extent that the Grantor
generated, stored or transported Hazardous Materials, such activities were done
in such a manner as would not give rise to a liability for failure to comply
with any applicable federal, state and local laws, ordinances and regulations
which would have a material adverse effect on the Grantor. For purposes hereof,
"Hazardous Materials" shall be defined as "hazardous substances" or "toxic
substances" in the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, 41 U.S.C. ss. 9601 et seq.; Hazardous
Materials Transportation Act, 42 U.S.C. ss. 6901 et seq.; and those substances
defined as "hazardous substances" or "hazardous wastes" in any state or local
laws, rules or regulations applicable to the Grantor.
(c) The Grantor covenants that it will (i) comply with or contest in
good faith all statutes and governmental regulations, specifically including,
without limitation, all federal, state and local environmental laws, rules and
regulations, the noncompliance with which would have a material adverse effect
on the financial condition of the Grantor; and (ii) pay all taxes, assessments,
governmental charges, claims for labor, supplies, rent and any other obligation
which, if unpaid, might become a lien against any of its properties except
liabilities being contested in good faith and against which, if reasonably
requested by the Lender, reserves satisfactory to the Lender will be
established;
(d) The Grantor covenants and agrees that it will (i) conduct and
complete all investigations, studies, sampling, and testing and all remedial,
removal, and other actions necessary to clean up and remove all Hazardous
Materials on, from, or affecting the Property (A) in accordance with all
applicable federal, state, and local laws, regulations, rules, and policies, (B)
to the reasonable satisfaction of the Lender, and (C) in accordance with the
orders and directives of all federal, state and local governmental authorities,
and (ii) defend, indemnify, and hold harmless the Lender, its employees, agents,
officers, and directors, from and against any claims, demands, penalties, fines,
liabilities, settlements, damages, costs, or expenses (including, without
limitation, attorneys and consultants fees, investigation and laboratory fees,
court costs, and litigation expenses) of whatever kind or
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nature, known or unknown, contingent or otherwise, arising out of or in any way
related to (A) the presence, disposal, release, or threatened release of any
Hazardous Materials which are on, from, or affecting the soil, water,
vegetation, buildings, personal property, persons, animals, or otherwise; (B)
any personal injury (including wrongful death) or property damage (real or
personal) arising out of or related to such Hazardous Materials; (C) any lawsuit
brought or threatened, settlement reached, or government order relating to such
Hazardous Materials, and/or (D) any violation of laws, orders, regulations,
requirements, or demands of government authorities, or any policies or
requirements of the Lender, which are based upon or in any way related to such
Hazardous Materials; provided, however, the foregoing indemnity shall not be
applicable to liabilities incurred by the Lender as a result of the Lender's
actions.
2.23 Upon the reasonable request of the Lender, provide the Lender (at
the Grantor's expense) with a current environmental assessment of the Property
within a reasonable time after such request. Such assessment shall be in a form
reasonably satisfactory to the Lender and from any environmental engineer or
consultant satisfactory to the Lender. If the Lender requests any such
environmental assessment on account of a directive received by any governmental
agency having regulatory authority over the Lender, the Grantor agrees that such
request shall be deemed to be reasonable.
2.24 Upon the reasonable request of the Lender, provide the Lender (at
the Grantor's expense) with a current appraisal of the Property within a
reasonable time after such request. Such appraisal shall be by a qualified
appraiser reasonably satisfactory to the Lender and must be reasonably
satisfactory to the Lender in form and substance. If the Lender requests any
such appraisal on account of a directive received by any governmental agency
having regulatory authority over the Lender, the Grantor agrees that such
request shall be deemed to be reasonable.
ARTICLE 3.
Events of Default
An "Event of Default" shall exist under the terms of this Deed of Trust
upon the existence of an Event of Default under the terms of the Note, the Loan
Agreement or any other documents executed in connection with the Obligations,
including, without limitation, any default by the Grantor in respect of its
obligations and agreements pursuant to this Deed of Trust.
ARTICLE 4.
Foreclosure
4.1 Upon the occurrence of an Event of Default, all of the Obligations
secured hereby, including all accrued interest, shall, at the option of the
Lender, become
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immediately due and payable. Thereupon the Lender may foreclose
the lien of this Deed of Trust pursuant to the power of sale hereby granted or
by judicial proceeding.
4.2 The Trustee is hereby granted a power of sale and may sell the
Property, or such part or parts thereof or interests therein as the Lender may
select after having first given such notice of hearing as to commencement of
foreclosure proceedings and obtained such findings or leave of court as may then
be required by law and giving such notice and advertising the time and place of
such sale in such manner as may be then provided by law, and upon such and any
resale and upon compliance with the then law relating to foreclosure
proceedings, to convey title to the purchaser in fee simple.
4.3 Following a foreclosure sale, the Trustee shall deliver to the
purchaser the Trustee's deed conveying the property so sold without any covenant
or warranty, expressed or implied. The recitals in the Trustee's deed shall be
prima facie evidence of the statements made therein. The Trustee shall apply the
proceeds of such sale in the following order: (a) to all costs and expenses of
the sale, including but not limited to, reasonable Trustee's fees of not more
than three percent (3%) of the gross sales price and costs of title evidence;
(b) to all sums secured by this Deed of Trust; and (c) the excess, if any, to
the person or persons legally entitled thereto.
4.4 If a foreclosure proceeding is commenced by the Trustee but
terminated prior to its completion, the Trustee's fees will be reasonable but
not more than one percent (1%) of the Obligations if the termination occurs
prior to the first public auction sale and not more than two percent (2%) of the
Obligations if the termination occurs after the first public auction sale.
ARTICLE 5.
Additional Rights and Remedies of the Lender
5.1 Upon the occurrence of an Event of Default, the Lender, immediately
and without additional notice and without liability therefor to the Grantor,
except for gross negligence or willful misconduct, may do or cause to be done
any or all of the following: (a) take physical possession of the Property; (b)
exercise its right to collect the rents and profits derived from the Property;
(c) enter into contracts for the completion, repair and maintenance of the
improvements thereon; (d) expend funds under the Revolving Loans and any rents,
income and profits derived from the Property for payment of any taxes, insurance
premiums, assessments and charges for completion, repair and maintenance of the
improvements, preservation of the lien of this Deed of Trust and satisfaction
and fulfillment of any liabilities or obligations of the Grantor arising out of
or in any way connected with the construction of improvements on the Property
whether or not such liabilities and obligations in any way affect, or may
affect, the lien of this Deed of Trust; (e) enter into leases demising the
Property or any part thereof; (f) take such steps to protect and enforce the
specific performance of any covenant, condition or agreement in the Note, this
Deed of
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Trust, the Loan Agreement or any other document executed in connection with the
Obligations, or to aid the execution of any power herein granted; and (g)
generally, supervise, manage, and contract with reference to the Property as if
the Lender were equitable owner of the Property. The Lender shall also have the
continuing right to pay money for the purposes described in Section 2.2, 2.3,
2.4, 2.5 and 2.6 hereof, and all such sums and interest thereon shall be secured
hereby. The Grantor also agrees that any of the foregoing rights and remedies of
the Lender may be exercised at any time independently of the exercise of any
other such rights and remedies, and the Lender may continue to exercise any or
all such rights and remedies until the default or defaults of the Grantor are
cured with the consent of the Lender or until foreclosure and the conveyance of
the Property to the high bidder or until the Obligations are otherwise satisfied
or paid in full.
5.2 Upon the occurrence of an Event of Default, the Lender shall be
entitled, without additional notice and without regard to the adequacy of any
security for the Obligations and the solvency of any party bound for its
payment, to seek the appointment of a receiver to take possession of and to
operate the Property, and to collect the rents, issues, profits, and income
thereof, all expenses of which shall be added to the Obligations and secured
hereby.
5.3 No waiver of any Event of Default shall at any time thereafter be
held to be a waiver of any rights of the Lender stated anywhere in the Note, the
Loan Agreement, this Deed of Trust, or any other document executed in connection
with the Obligations, nor shall any waiver of a prior Event of Default operate
to waive any subsequent Event or Events of Default. All remedies provided in
this Deed of Trust, the Note, the Loan Agreement, or in any other document
executed in connection with the Obligations are cumulative and may, at the
election of the Lender, be exercised alternatively, successively, or in any
manner and are in addition to any other rights provided by law.
ARTICLE 6.
General Conditions
6.1 If, for any reason, the Lender shall elect to substitute for the
trustee herein named (or for any successor to said trustee), the Lender shall
have the right to appoint successor Trustee(s) by duly acknowledged written
instruments, and each new Trustee immediately upon recordation of the instrument
so appointing him shall become successor in title to the Property for the uses
and purposes of this Deed of Trust, with all the powers, duties and obligations
conferred on the Trustee in the same manner and to the same effect as though he
were named herein as the Trustee.
6.2 The singular used herein shall be deemed to include the plural; the
masculine deemed to include the feminine and neuter; and the named parties
deemed to include their heirs, successors and assigns. The term "Lender" shall
include any payee of
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the indebtedness hereby secured or any transferee thereof whether by operation
of law or otherwise.
6.3 All notices required to be given hereunder shall be in writing and
shall be deemed served twenty-four (24) hours after deposit in registered,
certified or first-class United States mail, postage prepaid, and addressed to
the parties at the following addresses, or such other addresses as may from time
to time be designated by written notice given as herein required:
to the Grantor:
Ridgeview, Inc.
Post Xxxxxx Xxx 0
0000 Xxxxx Xxxx Xxxxxx
Xxxxxx, Xxxxx Xxxxxxxx 00000
Attn: Xx. Xxxxxx Xxxx
to the Trustee:
Xxxx X. Xxxxxx, Xx.
Hunton & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
to the Lender:
NationsBank, N.A. (South)
c/o NationsBank Business Credit
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxx 00000
ATTN: Xxxxx X. Xxxxxxxxx
6.4 Invalidation of any one or more of the provisions of this Deed of
Trust shall in no way affect any of the other provisions hereof, which shall
remain in full force and effect.
6.5 The captions and headings herein are inserted only as a matter of
convenience and for reference and in no way define, limit, or describe the scope
of this Deed of Trust nor the intent of any provision hereof.
[SIGNATURES APPEARS ON FOLLOWING PAGE]
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13
IN WITNESS WHEREOF, the Grantor hereto has executed this Deed
of Trust under seal as of the day and year first above written.
RIDGEVIEW, INC.
ATTEST:
By:________________________________
By:__________________________ ________________________President
_________________ Secretary
(Corporate Seal)
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00
XXXXX XX XXXXX XXXXXXXX
XXXXXX XX XXXXXXX
I, __________________________________, a Notary Public of the
County and State aforesaid, certify that __________________________________
personally came before me this day and acknowledged that (s)he is ____________
Secretary of RIDGEVIEW, INC., a North Carolina corporation, and that by
authority duly given and as the act of the corporation, the foregoing instrument
was signed in its name by its ______________ President, sealed with its
corporate seal and attested by __________________________ as its
__________________ Secretary.
WITNESS my hand and official stamp or seal, this ____ day of
December, 1996.
--------------------------------------
Notary Public
My Commission Expires:
-----------------------------
(Notary Public)
NORTH CAROLINA
CATAWBA COUNTY
The foregoing certificate of ____________________, a Notary Public of Catawba
County, North Carolina, is certified to be correct. This instrument was
presented for registration this ___ day of December, 1996 and recorded in the
office of the Register of Deeds of Catawba Co., North Carolina, in Book _____,
Page _____.
This December, 1996.
By:____________________
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15
EXHIBIT A
FIRST TRACT: BEGINNING at a point in the middle of the Southern Railroad right
of way, the same being the northern edge of the right of way for Xxxx 00xx
Xxxxxx in Newton; and thence with that line North 74(degree) 30' West 524.21
feet to an iron pin in the corner of the Eastern edge of North Main Avenue and
the Northern edge of the right of way of Xxxx 00xx Xxxxxx; and thence with the
Eastern edge of the sidewalk along the Eastern edge of North Main Avenue North
1(degree) 59' 20" West 157.48 feet to an iron pin and continuing North 4(degree)
57' 20" West 110 feet to an iron pin; and thence North 1(degree) 54' 20" West
264.5 feet to an iron pin; and thence North 1(degree) 51' 20" West 400 feet to
an iron pin, the corner of Xxxxx Xxxx Xxxxxx xxx Xxxx 00xx Xxxxxx in Newton; and
thence following the South edge of the sidewalk on the south side of East 22nd
Street, Xxxxxx, North 80(degree) 20' 40" East 646.03 feet to a point in the
middle of the Southern Railroad right of way and continuing along said right of
way of the following courses and distances: South 4(degree) 24' 20" East 100.5
feet; South 2(degree) 47' East 100 feet; South 1(degree) 05' East 100 feet;
South 0(degree) 33' West 100 feet; South 2(degree) 18' West 100 feet; South
3(degree) 59' West 100 feet; South 5(degree) 38' West 100.5 feet; South
7(degree) 16' 30" West 100 feet; South 8(degree) 56' 30" West 100 feet; South
10(degree) 33' 30" West 100.5 feet; South 12(degree) 02' West 100 feet; and
South 13(degree) 21' West 87.05 feet to the point of Beginning, containing
approximately 14.79 acres. Taken from a plat of Ridgeview Hosiery Mill property
by Xxx Xxxx, Xx., dated the 7th day of December, 1977, which plat is hereby made
reference to.
The above described property being a portion of the property conveyed to
Ridgeview Hosiery Mill Company by Newton Land and Loan Company in a Deed dated
December 2, 1912, and recorded in Book 105 at Page 579, Catawba County Registry.
SECOND TRACT: BEGINNING at an iron stake on the Northeast bank of McLin's Creek
on Xxxxxxxxx and Xxxxx'x line and runs along said line South 48-3/4(degree) West
36-1/2 poles crossing the creek and a branch to an iron stake on a line, a new
corner; thence a new line South 81-1/4(degree) East 19-1/4 poles to an iron
stake on Xxxxx Xxxxxx'x line, a new corner; thence along her line North
42-1/2(degree) East 24 poles to an iron stake on the North bank of McLin's
Creek; thence up the Northeast bank of the creek as it meanders to the
Beginning, containing 2-96/160 acres, more or less. Surveyed April 2, 1923.
The above described property being the identical property conveyed to Ridgeview
Hosiery Mill Company by Xxxxx X. Xxxxxxxx and husband, X.X. Xxxxxxxx by Deed
dated the 12th day of April, 1923, and recorded in Book 162 at Page 596, Catawba
County Registry.
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16
EXHIBIT A
(cont.)
TRACT THREE: BEGINNING at a nail found in the centerline of Xxxxxxxx Avenue
(formerly Ridgeview Street), a corner of Xxxx Xxxxxx (now or formerly) and
Xxxxxxxx Hosiery Xxxxx, Inc.; and running thence with the line of Xxxx Xxxxxx
property (now or formerly) and Xxxxxxxx Hosiery Xxxxx, Inc., North 88(degree)
47' East 311.25 feet to a cap and nail found in the center of the Southern
Railway main line track, another corner of Xxxx Xxxxxx (now or formerly) and
Xxxxxxxx Hosiery Xxxxx, Inc.; thence with the center of said main line track,
South 6(degree) 28' East 311.9 feet to a hub and tack found in the centerline of
said main line track, which hub and tack is the northernmost corner of that
certain lot or parcel of land owned by Xxxxxxx Xxxxx Xxxxxxxx; thence with the
line of Xxxxxxx Xxxxxxxx and Xxxxxxxx Hosiery Xxxxx, Inc., South 48(degree) 13'
West 132.1 feet to a steel post; thence with same line, South 71(degree) 15'
West 77.7 feet to a steel post; thence with another line of Xxxxxxx Xxxxxxxx and
Xxxxxxxx Hosiery Xxxxx, Inc., North 89(degree) 46' West 167.9 feet to a nail
found in Xxxxxxxx Avenue (formerly Ridgeview Street), a corner of Xxxxxxx
Xxxxxxxx, E. L. Lowie (now or formerly), and Xxxxxxxx Hosiery Xxxxx, Inc.;
thence in Xxxxxxxx Avenue (formerly Ridgeview Street) North 2(degree) 13' West
48.45 feet to a nail in Xxxxxxxx Avenue (formerly Ridgeview Street); thence with
the line of E.L. Lowie (now or formerly) property and Xxxxxxxx Hosiery Xxxxx,
Inc., South 88(degree) 08' West 145.10 feet to an old iron found, a corner of
the land of Xxx XxXxxx (now or formerly), E.L. Lowie and wife, Xxxxxx Xxxxx
Xxxxx, (now or formerly), Xxxxxxxx Hosiery Xxxxx, Inc., and Xxx. Xxxx X. Xxxxx
(now or formerly); thence with a line of Xxx. Xxxx X. Xxxxx (now or formerly)
and Xxxxxxxx Hosiery Xxxxx, Inc., North 2(degree) 16' West 100.37 feet to a
concrete monument found, corner of Xxxxxxxx Hosiery Xxxxx, Inc., and Xxx. Xxxx
X. Xxxxx (now or formerly); thence with a line of Xxx. Xxxx X. Xxxxx (now or
formerly) and Xxxxxxxx Hosiery Xxxxx, Inc., South 88(degree) 11' West 130.3 feet
to a concrete monument found at the Eastern right of way line of North Main
Avenue, North 1(degree) 45' West 175 feet to a concrete monument found, a corner
of Xxxxxxxx Xxxx property (now or formerly) and Xxxxxxxx Hosiery Xxxxx, Inc.;
thence with the line of Xxxxxxxx Xxxx (now or formerly), Xxxxxxxx Hosiery Xxxxx,
Inc., and the line of Xxxxx Xxxxxxxx (now or formerly), North 88(degree) 12'
East 280.8 feet to a nail found in Xxxxxxxx Avenue (formerly Ridgeview Street),
a corner of Xxxxx Xxxxxxxx (now or formerly) and Xxxxxxxx Hosiery Xxxxx, Inc.;
thence a line in Xxxxxxxx Avenue (formerly Ridgeview Street) and the line of
Xxxxx Xxxxxxxx (now or formerly), North 0(degree) 17' West 92.25 feet to the
point and place of Beginning, together with all buildings, fencing and other
improvements thereon and together with all easements, rights and appurtenances
thereunto belonging, according to a map or plat thereof entitled "A & H Company,
Inc., Property, Newton, North Carolina", dated January 26, 1962, prepared by G.
Xxx Xxxx, Xx., Registered Surveyor.
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17
EXHIBIT A
(cont.)
TRACT FOUR: BEGINNING at an iron pipe, the corner of Xxx XxXxxxx (now or
formerly) and Newknit, Inc. (formerly Newton Knitting Xxxxx, Inc.) and running
thence with the line of Xxx XxXxxxx (now or formerly) and Newknit, Inc.
(formerly Newton Knitting Xxxxx, Inc.) North 1(degree) 45' West 75 feet to a
point in said line; thence North 88(degree) 15' East approximately 146 feet,
more or less, to a point in the centerline of Xxxxxxxx Avenue (formerly
Ridgeview Street); thence with the centerline of Xxxxxxxx Avenue (formerly
Ridgeview Street) South 2(degree) 25' East 48.45 feet to a stake in the
centerline of Xxxxxxxx Avenue (formerly Ridgeview Street), a corner of Newknit,
Inc. (formerly Newton Knitting Xxxxx, Inc.) and Catawba Ice and Fuel Company;
thence with the line of Catawba Ice and Fuel Company and the centerline of
Xxxxxxxx Avenue (formerly Ridgeview Street) South 2(degree) 25' East 26.55 feet
to a stake in the centerline of Xxxxxxxx Avenue (formerly Ridgeview Street),
another corner of Catawba Ice and Fuel Company and Newknit, Inc. (formerly
Newton Knitting Xxxxx, Inc.); thence South 88(degree) 15' West with the line of
Xxx XxXxxxx 144.8 feet, more or less, to the Beginning corner; being a lot of
land fronting 75 feet on the westerly margin of Xxxxxxxx Avenue (formerly
Ridgeview Street) and extending back with that width to a depth of approximately
144.8 feet, more or less, on the southerly margin of said lot and to a depth of
approximately 146 feet, more or less, on the northerly margin of said lot to the
property of Xxx XxXxxxx (now or formerly) and being a part of the property
conveyed to Newton Knitting Xxxxx, Inc. (now Newknit, Inc.) by Xxxxxx X.
Xxxxxxxxx, trading as Newton Knitting Xxxxx, and Xxxxxx X. Xxxxxxxxx
(individually) and his wife, Xxxxxxxxx X. Xxxxxxxxx, by deed dated the 7th day
of September, 1948, and recorded in Book 391 at Page 123, in the office of the
Register of Deeds for Catawba County, North Carolina.
This conveyance is made subject to any and all rights of way and easements
appearing in instruments constituting the chain of title and particularly the
right of way and easement of Xxxxxxxx Avenue (formerly Ridgeview Street).
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