Deed of Trust and Security Agreement (2002)Full Document 

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Prepared by and return to:
Michael F. King, Esq.
Kennedy Covington Lobdell & Hickman, L.L.P.
Post Office Box 1070
Raleigh, North Carolina  27602


STATE OF NORTH CAROLINA

COUNTY OF WAKE

                      DEED OF TRUST AND SECURITY AGREEMENT
                                (FUTURE ADVANCES)
                      (COLLATERAL IS OR INCLUDES FIXTURES)


           THIS DEED OF TRUST AND SECURITY AGREEMENT (the "Deed of Trust") is
made and entered into as of this day of May 20, 2002, by and between DCF I,
LLC, a North Carolina limited liability company (the "Grantor" or "Borrower"),
whose address is 14 Consultant Place, Suite 250, Durham, North Carolina 27707;
KAREN TALLMAN, ESQ., an individual and resident of the State of California,
whose address is 200 Continental Boulevard, El Sequndo, California 90245-0984
(hereinafter called the "Trustee"), and MERISEL PROPERTIES, INC., a Delaware
corporation, whose address is 200 Continental Boulevard, El Sequndo, California
90245-0984, (hereinafter called the "Beneficiary"), as beneficiary and owner and
holder of a Construction Promissory Note dated as of even date herewith in the
original amount of One Million Dollars ($1,000,000) (herein called the "Note"),
as amended from time to time, maturing on and with the last installment of
principal or interest due in accordance with the terms of the Note and the
payment of the Sale Payment in accordance with terms of that certain
Construction Loan Agreement dated of even date herewith between Borrower and
Beneficiary (the "Loan Agreement"), as such documents are modified from time to
time.

           AND WHEREAS, the maximum principal amount of present and future
obligations which may be incurred under the Loan Agreement and secured by this
Deed of Trust shall not exceed $1,000,000 plus the maximum Sale Payment, which
amount is defined in Section 6.17 of the Loan Agreement.

           AND WHEREAS, the Grantor desires to secure (i) payment and
performance of all of Grantor's obligations, covenants and agreements under the
Loan Agreement relating to obligations by Borrower to Beneficiary, (ii) present
and future advances, and reimbursement obligations for draws made for any
purpose including those made under Letters of Credit issued, or caused to be
issued, by Beneficiary on behalf of Grantor, (iii) all other obligations, now or
later existing, of the Borrower to the Beneficiary, including any Note described
above, and any renewals, extensions, modifications, amendments, substitutions,
or replacements thereof in whole or in part, (iv) the payment of all other sums,
with interest thereon, advanced in accordance herewith to protect the security
of this Deed of Trust or to protect the rights of the Beneficiary hereunder, and
(v) the performance of the covenants and agreements of the Grantor contained



herein, by a conveyance of the lands and a grant of the security interests
hereinafter described (collectively (i) through (v) are called the
"Obligations");

           NOW, THEREFORE, in consideration of the premises and for the purposes
aforesaid, and in further consideration of the sum of One Dollar ($l) paid to
the Grantor by the Trustee, receipt of which is hereby acknowledged, the Grantor
has given, granted, bargained, sold, and conveyed, and by these presents does
give, grant, bargain, sell and convey unto the Trustee, his heirs, successors,
and assigns the following described parcel of land and all improvements now or
hereafter located thereon and owned by Grantor, lying and being in Wake County,
State of North Carolina, and more particularly described on Exhibit A attached
hereto and incorporated by reference.

Such parcel of land together with all structures, buildings and other
improvements owned by Grantor (hereinafter called the "Improvements"), now or
hereafter located thereon being hereinafter called the "Property."

           TOGETHER WITH all fixtures, equipment and other articles of personal
property now owned by the Grantor and located in or upon the Property, or
hereafter acquired and located thereon and used in connection with the operation
and maintenance of the Property (hereinafter called the "Collateral").

           TO HAVE AND TO HOLD the Property and Collateral, with all the rights,
privileges, and appurtenances thereunto belonging or appertaining to the
Trustee, his heirs, successors and assigns, in fee simple forever, upon the
trusts and for the uses and purposes hereinafter set out;

           And the Grantor covenants with the Trustee that it is seized of the
Property and Collateral in fee and has the right to convey the same in fee
simple; that title is marketable and free and clear of all encumbrances except
the Permitted Encumbrances (as defined in the Loan Agreement); and that it will
warrant and defend the title to the Property and Collateral against the lawful
claims of all persons whomsoever except for the Permitted Encumbrances.

           THIS CONVEYANCE IS MADE UPON THIS SPECIAL TRUST, that if the Grantor
shall satisfy the Note and pay the Obligations in accordance with their terms,
together with interest thereon, and any renewals, extensions, modifications,
amendments, substitutions or replacements thereof in whole or in part, shall pay
all sums advanced hereunder to protect the security of this Deed of Trust or the
rights of the Beneficiary, together with interest thereon, and shall comply with
all the covenants, terms and conditions of this Deed of Trust, the Note, and the
Loan Agreement, then this conveyance shall be null and void and may be canceled
of record at the request and at the cost of the Grantor.

           Section 1. FUTURE ADVANCES. All terms and conditions under which
future advances may be made are set forth in the Loan Agreement, which is
incorporated herein by reference. Beneficiary shall make future advances only in
accordance with the terms and conditions of the Loan Agreement, as the same may
be amended from time to time. Future Advances shall be made pursuant to the

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