McGuireWoods LLP

300 Ncrrh Third StreetSuite 400

Wilmington, NC 28401Phone: 9l 0.254.3800

Fax: 91 0.254.3900www.mcgu irewoods.com

Henry L. Kilchin, lr.Direct: 910.254.i822

hk tchin@mcguirewoods.comDirect Fax: 910 254.1821

August 5, 2008

VIA CERTIFIED MAIL, RETURN IIECEIPT REQUESTED, FIRST-CLASSMAIL AND FEDtrRAL EXPRESS OVERNIGHT DELIVEI].Y

fuNcCUiRE\&/MDS

'fP, Inc.Post Office Box 2658Surf City, Norrh Carolina 28445Attn: Mr. Ronald S. Bryant

TP, Inc.220 Sunrise RidgeVilas, North Carolina 28692Attn: Mr. Ronald S. Bryant

Mrs. Deborah L. Bryant220 Sunrise RidgeVilas, North Carolina 28692

TP, lnc.PO Box 21 80

Boone, Norlh Carolina 28601-2180Attn: Mr. Ronald S. BrYant

Mr. Ronald S. Bryant220 Sunrise RidgeVilas, North Carolrna 28692

Re: Reqttest .fbr Partial Release Payq/.f Amounts ancl Ntttice of Payntent Defuult

LInc{er T'hat Certain Loan in the Current Arlaxintum Principol Amc.tunt o./

$17,500,000.00 (the "Loan"), and the Promissory Note Eviclencing the Sarne (a's

arnenclejfrom time to time, the "Note"), Each as More Specit'ically De.scribed in

Thctt Certain Master Loan Agreement Between TP, Inc , Ronalcl S. Bryant,

Deborah L Bryant and Bank o/'America, N.A Dated.lanuLary 10, 2003, as Mttsl

[lecently Amended by That Cerlain Loan Exten.sion and Modificution .tlgreetttent

dated October 4, 2007

Dear Mr. and Mrs. [3ryant.

We represent Bank ol America, N.A (the "tsank") ir-r connectiort rvith the [-oan and

certain transactions in connection therewith rvhrcli are further rclerenced herein. J'he Bank ls in

receipt of TP, Inc.'s request fbr the partial release payolf figr-rres fbr certain collateral fbr the

Loan, including those twenty-nine (29) developed lots known collectively as Ocean Aire Estates,

l81l Ocean Boulevard, Surf City. North Carolina 28445, l90l Ocean Boulevard, Surf City,

North Carolina 28445, i903 Ocean Boulevard, Surf City, North Carolina 28445, 4730 23'd

Street, North -fopsail

Beach, North Carolina 28460 and 4731 23'd Street, North Topsail Beach,

Page 2

August 5, 2008

TP, Inc.Nortli Carolina 28460 (collectively, the

amounts fbr each of the Release Lots is

cover directlY frorn the Bank'

"Release Lots"). Processing of the release and payoff

undenr,ay ancl shall be forwarded to you under separate

In addition, and pursr-rant to that cerlain Master l.oan Agreement between TP' lnc'' a

Norlh carolina corporation, each of you and the Banlt, dated January 10' 2003 (as amer.rded lrom

time, ntost recentll, pursuant to that certain Loan llxtension and Modification Agreenrent dated

october 4,2001' the ..L,oan Agreement'')' the Bank hereby declares TP' Inc. in default of its

obligations thereunder with respect to tl-re required payment ol accrued interest on the Loan'

Specificall1,, payments of the required interest 1br the months of May' June and July' 2008' are

delinquent.

PursuanttotheNote,LoanAgreementandArticlelllo{.thatcertainDeedofTrustandSecurity Agreement between l'P, Inc. and the Bank dated Janr'rary i 0, 2003 (as an.rended fiom

time to time, the "Deed o1'T'rust"), a failure to pay rvhen due any installrneut ol pnncipal or

interest due on the Note- Loan Agreement, or any other documents evider-icing the L'oan shall

constitute an "Event of Defar-ilt" if not cured within five (5) days after-written notice has been

dCIiVCrCd iN ACCOTdANCC thCTCWith. THIS LETTER SHALL SE,RVE, AS TI{E WRITTEN

NOTICE I1EQUIRED PURSUANT To THE DEED oF TI]'I.JST, AND THE BANK

HERE,BY ITE,QUESTS TI{A.[ ALL AMOUN.IS UNDtrR TFIE LOAN WHICTI ARE

DE,LINQUENT A]\D PAST DUE Btr PAID IN FULL WITHIN I'-IVE (5) DAYS FROM

THE, DATE HEI{EOF IN SUCH MANNEI{ AND To SUCH PARTIES AS REQUIRED

PURSUAN'I'TO TI{E TtrRMS OF-I'TIE NOTE'

Further, and pursuant to Article ll of the Loan Agreement' upon removal of the Release

Lots from tlie collateral for the l-oan ii is possible that the "Maximum Loan-to-Value Ratio" (as

defined therei') shau be exceeded. Shourd such ratit-r be exceecied (as n-reasured by tl'rc Bank in

accordance with the terms a'd co'ditions contained rvithin the Loan Agreement), the Barrk may

request a pa)/ment ne cessary to recluce the principal balarrce of the Lttan such that the Maximum

Loan-to-Value Ratio is again w'ithi' the pei'ritted parameters Upotl sr-rch a recluest by the Ba'l<'

T.p, Inc. shali be pror,ided r,vith fjft""n'115) days'to deiiver payment o{'trecessary prir.rcipal to

bring the L,oan rvithi' rhe rirnits oi'the Maximum Loa'-to-ValLre ltatio or lace turther ciefault

under the Loan Agrecmetrt. No reqr-rest is currently being made by the Bank' bLrt tiris notice is

given solely as u,irult of the Bank's concern that tLe plai'ed removal of the Release Lots f'om

the collateral of thc Loan shall cause the Maximum Loan-to-Value Ratio to be exceeded and in

lurtherance of'your ongoing re lationship u'ith tl-re Bank'

Firrally.andasaresultoftheplannedretnovalofthef{eleaseL,otsl.romthecollateralsccuring the l,oan, the terms proposed ,u got't'n that certain Loan Modificatiorl Agreement (the

,,proposecl Mocliflcation'') beiween fP, I'I., eacl", of vou and the Bank are no lotrger applicable'

ShouldyouwishtodtscusslrervtermsanclproposalslortheProposecjModiflcationpleasecontact the Ilarrk directlY

-I.heBar'rkreservesallofitsrightsandrernediesinconnectionwithtlreLoanAgreement'

Note, Deed ot. .l.rust

and all other dJcuments evidencing the l-oan' No dclay by the Bank in

exercising any rigl-rts or retnedie, ,nutt op"ratc as ' *oiie' of any rights or remedies the Rar-rk

0B-05-200! 04:38pm F rom-CENTURY 21 ACT I 0l\l

$TATE OF NORTH CAROLINA

Pender

A*rrrt Sufllctrflt Io Sfllisry Fldtdtiff$ Fdrr?arld

$ zo.ttl,egt.+o

AOC-CV-301, Rev. 1i96

01998 Administrative Dtfite of the Eourts

+910 328 5263

i:

County liltjl JUi. - I pr.i I, I

DHle IssHFd

", ln rTre enerat Court Of Justice{ t oistrlct E Superior Court Division

T-Erg F 00t/002 F-?80

Filo AIo,

09 cvs 755

block is

Supeior Coutt

Caurt Judge

,1. ' :J :l

i"' ,''

t

ORNER OF ATTACHMENT

nAlias and Pluries Order

The Order originally issued agalnst you was retumed not

'Drsresardlhis section unlese the

Ts The Sheriff Of The County Named Below:

The above named ptairrtiff has applied for an attachment of the Froperty of defendants TF, lnc' ("TP")' Ronald s' Bryant

(,,R. Bryarrt,,) and Deborah eryarit'1.p, ervant'lln ir,is iction .nd r'uiui*cuted and derivered to the court a satisfactory

anachment bond in the amount ot $ rqo liU -':

ii##r;i; il;;;ttlfttion of the court that the allegations ln the

"iuinim* utrnivit that was filed witn tne Court are true. f-/ o P P 7ilt

you are commanded to attach and keep safely as much of the proFefty of defendan!=.Jl' R' Bryant and D Bryant within

vour county which is suhject to attachment, JJititttti"nl to iitittv thl amount sought in the Affidavit in

httachment proceeding, the cosrs of tne actil-n uno *ip*nor, YJ ;; rurtn*i to*tanded to make return of this order

ts the court within the time allowed by law- The amount sufficient to satisfy the plaintiffs demand is shown below'

OrlginaFFlle Copy'Each Defendant

(ovER)

'l- E- rl

BANK OF AMERICA, N'A. I]]\'

Neme of Dofendanl

TP,INC,, RONALD S, ERYANT, DEBORAH BRYANT'

and HP, lNC.

Counly trt Wtrrch Oder To BP $ervod

co py-Al,rornBY/Plainllf t

IN THE WTTER OF THE FORECLOSURE Of

a Deed of Trust executed by TP, Inc' dated

Jurr.rury 10, 2003 and recorded on May 5' 2003

in Book 2017 atPage 688 of the Onslow County

Public Registry, as amended, modified'

"one"ted,-supplemented, extended or renewed

from time to time,

By H.Kenneth StePhens, II,Substitute Trustee.

STATE OF NORTH CAROLINA

COLTNTY OF ONSLOW

IN THE GENERAL COURT OF JUSTICE

BEFORE THE, CLERK09 sP 432

AFFIDAVIT OF BANK OFFICER

The undersigned, being first duly sworn' deposes and says:

1. I am a senior vice President of Bank of America, N'A' ("the Bank")' I am

familiar with the b";k; and records of the Bank and I am authorized to make this Affrdavit'

2.TheBankisthecurrentownerandholderofaPromissoryNoteoriginallydatedJanuary 10, 2003 ufie,rn.. ("TP" or,ft.;a"ltor") payable to the Bank in the original principal

amount of $5,000,000.00, which *u, ,our"qtently moiif,red to increase the principal amount to

$g,000,000.00, which *u, ,.tUr"quently moiified to increase the principal amount to

$9,750,000.00, which *"t t"U.",iuently modihed to increase the principal amount to

$12,500,000.00, which was subsequently modified to increase the principal amount to

$17,500,000.00 (as amended, modifi"d, extended or rerrewed frorn-time to time' the "Note")'

True and accurate copies of the Note (in;i;ding Modifications thereto) are attached as Exhibits

o, U, a, D, E, F, G,-fi, I and J and incorporated herein by reference'

3.TheNoteissecuredbyaDeedofTrustandSecurityAgreementexecutedbyTP,Inc., dated January 10, 2003 urrd r.rorJJ on May 5,2003 in Book 2017 at Page 688 of the

Onslow County public Registry, *fti"ft "rigl""tty s"cu,ed indebtedness in the original principal

amount of $5,000,000.00, which *u, ,.rir"-q.r"ttitv ^oaified to secure indebtedness in the

maximum principal amount of $17,5001000^00, uttd *hi"h was subsequently modihed by (i) that

certain Amendment to Deed of Trust and Security Agreement dated March 29 ' 2006 and

recorded on March 2g,2006in Book ,o; ;eage sIs of the onslow county Public Registry'

whichwasre-recordedonAptll24,2006inBook264latPageT35oftheonslowcountyPublicRegistry, (ii) that certain Amendment to Deed of Trust and SJcurity Agreement dated April 1 1'

2007 andrecorded on April 24,2007 in Book 2860 atPage 474 ofihe Onslow County Public

Registry, and (iii) that certain a-"no-*t to Deed of Trust and security Agreement dated

February 14, 2008 and recorded on FJ;;;t 27,2008in Book 3023 atPage 147 of the onslow

appointee had been originally named as Trustee' The appointee also joins in the execution of

thisagreementinordertoevidenceacceptanceofthisappointment.

INWITNESSWHERE,F',theownerandHolderandSubstituteTrustee

this agreement to be duly executed under seal the date and year first above-written'

OWNER AND HOLDER:

Bank of America, N'A'

(sEAL)

have caused

By:tt6v;Tilburg, Senior Vice ident

srArE, or fbrA--COTINTY OF

a Notary Public for said Countv ":d ?l?tl: ::1P 'I,

$#,::$;yfJ'.|;nffiT:liiTlT,:T."ff #"d;liui-":?*'"I.Yi::President'beingauthorized to do so, voluntarily "*"",rt"iit "

io*goi"g o" U"ilJi of the corporation for the

purposes stated theretn'

WITNESS my hand and offrcial seal thi ,d day of June,2oo9'

'wSTf;PMNIE TTIOMPSON

Nctary Public, Stale of Florida

f,ommiss'on# 0D893432

My comm. exPires JutY 4, 2013

SUBSTITUTE TRUSTEE:

H. Kenndth StePhens, II

(sEAL)

STATE, OF NORTH CAROLINA

coLrNrY on Njeru t{arnr€r

liS , a Notary Public, do hereby acknowledge that on this dateI, Afff.\rt W. FT0l lD , a l\otary ruoltu' clu trsrsuJ @vNrv:'*b' "^*

o",,o,-,jryffi-r"''*tt'St3nh3ns,IlSulS]l1t^e:]Tj]j:J}oacknowledgedrr

the due execution of the foregoing instrument for the purposes therein expressed'

WITNESS my hand and notarial seal this /!"{J^:a"v of June, 2009.

Notary Public(type or pri

My commission expir".' to-f-3ofi$Hffe%t* r

STATE OF NORTH CAROLINA_',:fl!.i-r.]

COLINTY OF PENDER .+ ii'....-:

IN THE MATTER OF THE E'iTCTSURE.of a Deed of Trust executed by TP' Inc' dated

January 10,2003 and recorded on January 10'

2003 i; Book 2024 atPage 158 ofthe Pender

County Public Registry, as amended'

modified, corrected, supplemented, extended

or renewed from time to time,

By H. Kenneth StePhens, II,Substitute Trustee.

THE, GENERAL COURT OF JUSTICE

BEFORE TryE CI/ERKoesP M

IN-i'1 r', il-;: t5

--,:i'

NOTICE OF HEARING ON

FORE,CLOSURE OF DEEDOF TRUST

YOU ARE HEREBY NOTIFIED that the clerk of Superior c:"-n of Pender county'

North carolina, shall conduct a hearing ;;;; ro N.C.G.S. ^$

+s-z r .16 with respect to the

ior".torrr" of certain properly, as hereinafter set forth'

THEABOVEHE,ARINGSI]ALLBE,CONDUCTEDINTHEOFFICEoFTHECLERKoFSUPERIORCOURTNTHpPENDERCOL|NTYCOURTHOUSE,BURGAW,NORTHCAROLINA,oNTHEFoLLown.TcDATEANDATTHEFoLLowINGTIME:

DATE:TIME,:

AUGUST I2,2OO92:30 P.M.

THE HEARING MAY BE CONTINUED To A LATER TIME oR DATE, IN WHICH E,VENT

YOII WTT-T- RECEIVE, WzuTTE,N NOTICE.

l.TlreparlicularrealestatesecurityinterestbgingforeclosedisaDeedofTrustandSecurity Agre"*"niexecuted by TP, fn"., Ju,.i January 10., 2b03 and recorded on January 10'

2003 in Book 2024 at Page i 58 of tf-," p"nJ", County Public Registry' to PRLAP' Inc'' as

Trustee for Bank of America, National Association, as beneficiary' which origi'ally secured

indebtedness in the original principal u*ount of $5,000,000'00' which was subsequently

modified to secure indebtedness in the;;;;;"- piincipal amount of $17'500'000'00' and which

was subsequently modified bv (i) that cerlain An-rendment to Deed of Trust and Security

Agreement dated April 11,2007 una r""o.oed on April 12' 2007 tnBook 32Q5 atPage 176 of the

Pender county Public Registry, (ii) thatcertain Amendment to Deed of Trust and security

Agreement dated June 2g-,2001and recorded on July 2'2007 tnBook 3265 at Page 148 of the

Pender county Public Registry, (iii) that certain Amendment to Deed of Trust and Security

Agreement dated september .1

1,200.7 and recorded on September Il'2007 in Book 33 i4 at Page

73 ofthe Pender county Public Registry, and (iv) that certain Amendment to Deed of Trust and

Security Agreement claied February 28,'i008 u'-'i '""o'd"d on Febru ary 29 ' 2008 in Book 3415

at Page 1 13 of the Pender County Public Registry (as amended, modified, corrected,

supplemented, extended or renew"a fro* ii'i" to time' the "Deed of Trust")' The real and other

property secured by the Deed of Trust is iocated, in the County of Pender' State of North

'Carolina, and is more particularly described as follows:

SEE EXHIBIT A ATTACHED I_IERETO

2.BankofAmerica,NationalAssociation(the..Holder'')isthecurentHoiderof/Beneficiary under the Deed of Trust, as weli as the holder of the debt secured thereby' The

Holder's address is:

Bank of America, N'A'Attention: Bettie Van Tilburg' Senior Vice President

l0 t East KennedY Blvd' 7th Floor

Mail Code FLl-400-07-01TamPa, Florida 33602

3.Thedebtor(s)underthedebtsecuredbytheDeedofTrust(whetheroneormore,the..Debtor,,)isindefauitunderthetermsofthenoteorotherwritingevidencingsuchdebt(the,,Note,,) for failure to pay principal ":;i;;interest

when due' and the Holder has accelerated the

debtevidencedbytheNoteandmadedemandforpaymentundertheNote'buttheindebtednessdue under the Note remains unPaid'

4. The debt secured by the Deed of Trust has been accelerated by the Holder and is

due and PaYable in fuli'

5.TheDebtorhastherightinaccordancewithN.C.G.S.$45-2l.20toterminatethepower of sale being exercised in this i;r;;btt." proceeding if the Debtor pays in fuil' or tenders

payment in full, the indebtedness '"t;;;l;tthe beed of ilu't' ": Y:]].,T^:h:

expenses incuned

in this matter (including compensatr* fo. iire Substitute Trustee's services as specified in the

Deed of Trust or otherwise allowed UV ft*), prior.tolhe time fixed for sale or prior to the

expiration of the rime for submitting;;6;;, bid after sale or resale has been held'

5a. -fhe Holder, through its counsel, has confirmed in writing to the Substitute

Trustee that the Debtor under the Note secured-by the Deed of rrust has been provided a written

statement of the amount of principai -a int"r"st and other fees, expenses and disbursements that

theHolderirrgoodfaithclaimedtobedueasoftlredateofsuchstatementtogetherwithadailyinterest charge based on a contra., 'uL

plouided by the Note as of t1-re date of such statemeut'

The Horder has further confirmed in-*,iting to thosubstitute Trustee that such statement was

sent by first-class mail to the rast k or",-, uair*r, of the Debtor within thirty (3 0) days of the date

of tiris Notice.

5b. .l.o the knowledge of the Holder, the debt evidenced by the Note is not a ..home

Ioan,,as that term is clefined i,-t N.c.C.i. S +s qof r) The Holder' through its counsel' has

confirmedthisinwritingtothesrurtittt"Tt-ustee'andhasconfit1:dth1'asaresult'withintwoyears precealng il-te aatJof the written statetnent, no requests for information pursuant to

TP Inc (Pender)

N.C.G.S. $ 45-93 have been, or could have been, made to the Holder' and fufiherrnore that to the

knowledge of the Ilolder, no servicer t * u.i.a on behalf of the Holder with respect to the

subject loan.

6. The Holder has instructed the undersigned, as Substitute Trustee under the Deed

of Trust, substituted as the Trustee in tn. fi*" *a.[ua gih: o:gii1l rt:t1"-: bv instrument

recorded in Book 3645 atpage 1 r o or tr-'#ender county public Registry, to institute roreclosure

proceedings, pursua,-,t to the'pow.. of ,ui"-.ontained therein' because of the default described in

paragraph 3 above, among other reasons'

T.TheDebtor(orotherpartyserved)h-as.therighttoagqealbeforetheClerkofSuperior Courl ro, th" aforementi"""a "l""iy

at tnis hearirJg ut *ttitrt time he,shall be afforded

the opporlunity to show cause u. to *ttiif.,tio'""fotu'e shoirld not be allowed to be held'

AdditionallY:

(u)iftheDebtordoesnotintendtocontesttheHolder,sallegationsofdefault,the Debtor does not have to appear at the hearing' and such failure to attend this hearing

will not aft-ect the Debtor', .igftiio puy tn" indebtedness and thereby prevent the

proposed sale, or the Debtor', ,igftr'ro'uttend the u"it'ut sale' should the Debtor elect to do

SO;

(b)tlreundersignedSubstituteTrusteeisaneutralparlyand'whileholdingsuch position in this foreclosure proceeding, may not advocate for the secured creditor or

for tlre Debtor in such Proceeding;

(")theDebtorhastherighttoapplytoajudgeofthe.superiorcourtpursuantto N.C.G.S. $ 45-21 .34 toenjoin the sale, upon any i"gu1 ottquitable^ground that the

couft may deem suffici"r-tt prior io itt" ti*" tr'ut ttt" 'igtttt 9f tl" parlils to the sale or

resaie become fixed, provided that the Debtor complies with the requirements of

N C.G S. $ 45-2r.34;

(d)theDebtoralsohastherighttoappearatthehearingandcontesttheevidence rhat the clerk is to

"onria.r.,t-,i.,N'C'G'S $ 45-21'16(d)' and in order to

authorize the foreclosure, the "i"ri. -rrt

find the "xisier]"e

of: (i) a valid debt of which

the party seeking to foreclos" i, ,n. holder, (ii) defauit, (iii) right to foreclose under the

instrument, (iv) notice to those entitieci to notice, and (v) that tl're underlying mofigage

debt is not a subpr.ime ioan u, a"irn"a in N.C.G.S. $ 45-101(4), or if the loan is a

subprime loun und", N C C.S. $ +s rol(4), that thJ pre-foreclosure notice under

N.C.G.S.$45-l02wasp,ouia"ainallmaterialrespects,ldtlattheperiodsoftimeestablished by Arlicle 1l of chap ter 45 of the Nortir carolina General Statutes have

elapsed (however, th" und"rryin! *o,tgag" loan is not a subprime loan as dehned in

N.C.G.S $ a5-101(a));

(e)iftheDebtorfailstoappearatthehearing,thetrusteewillasktlreclerkforan order to sell the real property being foreclosed; and

TP, lnc (Pender)