Virginia Amended and Restated Security Instrument

Amended and Restated Deed of Trust and Security Agreement

This Amended and Restated Deed of Trust and Security Agreement (“Deed of Trust”) is made as of by , a , having an office at (“Trustor”), in favor of (“Trustee”), whose address is , Trustee for the benefit of , a , having an office at (“Beneficiary”).

Dated: , 20

Premises:

Prepared By and Record And Return To:

Attn:

To the Chancery Clerk of County, :

The real property described herein is situated in:

RECITALS

Trustor has executed and delivered to Beneficiary that certain Amended Promissory Note (the “Note”) dated the date hereof made by Trustor and payable to Beneficiary in the original principal amount of ($ ), lawful money of the United States, the final payment of which, if not sooner paid, is due and payable not later than the “Maturity Date” of said Note.

NOW, THEREFORE, WITNESSETH, that in consideration of the sum of ($ ) this day paid and other good and lawful consideration, the receipt and sufficiency of which is hereby acknowledged and in order to secure the Obligations, Trustor hereby grants, conveys and warrants unto Trustee, in trust, with power of sale, the property, both real and personal, hereinafter described.

GRANTING CLAUSES

GRANTING CLAUSE ONE

All that tract or parcel of land more particularly described in attached hereto and made a part hereof (the “Land”).

GRANTING CLAUSE TWO

TOGETHER WITH, any and all buildings and improvements now or hereafter located or erected on the Land, including fixtures, apparatus, equipment and articles used in connection with the operation and/or maintenance of the Premises.

GRANTING CLAUSE THREE

TOGETHER WITH, all easements, rights-of-way, strips and gores of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water rights and powers, and all estates, rights, titles, interests, privileges, liberties, tenements, hereditaments, air rights, development rights and credits and appurtenances of any nature whatsoever.

DEFINITIONS

As used in this Deed of Trust, the following terms shall have the meanings specified below.

Assignment

Code

Condemnation Proceedings

Employee Benefit Plans

ERISA

Event of Default

ARTICLE II - COVENANTS AND AGREEMENTS

Trustor hereby covenants and agrees as follows:

2.1 Payment of Obligations. Trustor shall pay when due and shall perform the Obligations as provided herein.

2.2 Payment of Taxes, Assessments, Etc.

A. Impositions. Trustor shall pay when due and payable all taxes, assessments, water and sewer rents, rates and charges, transit taxes, county ad valorem taxes, city ad valorem taxes, charges for public utilities, excises, levies and other governmental charges.

2.3 Insurance.

A. Extended Coverage.

B. Additional Coverage.

C. Separate Insurance.

D. Insurers; Policies.

E. Beneficiary's Right to Provide Coverage.

F. Damage or Destruction.

G. Trustor's Use of Proceeds.

H. Effects of Foreclosure on Policies and Claims.

2.4 Escrow Deposits. To further secure the payment of the Impositions and the premiums for insurance, Trustor will deposit with Beneficiary monthly amounts as required.

2.5 Care and Use of Premises.

A. Maintenance and Repairs.

B. Standard of Repairs.

C. Notice to Beneficiary.

D. Removal of Equipment.

E. Compliance With Laws and Insurance.

F. Hazardous Materials.

G. Compliance With Instruments of Record.

H. Alteration of Secured Property.

I. Parking.

J. Entry on Secured Property.

K. No Consent to Alterations or Repairs.

L. Mechanic's Liens.

M. Use of Secured Property by Trustor.

N. Use of Secured Property by Public.

O. Management.

2.6 Financial Information.

A. Audit.

B. Right to Inspect Books and Records.

2.7 Condemnation.

A. Beneficiary's Right to Participate in Proceedings.

B. Application of Condemnation Award.

C. Reimbursement of Costs.

D. Existing Obligations.

E. Application of Award.

2.8 Leases.

A. Performance of Lessor's Covenants.

B. Notice of Default.

C. Representations Regarding Leases.

D. Covenants Regarding Leases.

E. Application of Rents.

2.9 Assignment of Leases, Rents, Income, Profits and Cash Proceeds.

A. Assignment; Discharge of Obligations.

B. Entry Onto Secured Property.

C. License to Manage Secured Property.

D. Delivery of Assignments.

E. Indemnity.

2.10 Further Assurances.

A. General; Appointment of Attorney-in-Fact.

B. Statement Regarding Obligations.

C. Additional Security Instruments.

D. Security Agreement.

E. Preservation of Trustor's Existence.

F. Further Indemnities.

G. Absence of Insurance.

2.11 Further Sales or Encumbrances.

A. Continuing Ownership and Management.

B. Transfer or Encumbrance of Secured Property.

C. Acceleration of Obligations.

D. Wrap-Around Financing.

2.12 Expenses.

A. Trustee's Costs and Expenses.

B. Protection of Security; Costs and Expenses.

ARTICLE III - REPRESENTATIONS AND WARRANTIES

3.1 Warranty of Title.

3.2 Ownership of Improvements and Personal Property.

3.3 No Pending Material Litigation or Proceeding; No Hazardous Materials.

3.4 Valid Organization, Good Standing and Qualification of Trustor.

3.5 Authorization; No Legal Restrictions on Performance.

3.6 Compliance With Laws.

3.7 Tax Status.

3.8 Absence of Foreign or Enemy Status.

3.9 Federal Reserve Board Regulations.

3.10 Investment Company Act and Public Utility Holding Company Act.

3.11 Exempt Status of Transactions and Representations Relating Thereto.

3.12 Employee Benefit Plans.

ARTICLE IV - DEFAULTS

4.1 Events of Default.

A. if default shall be made in payment of principal, interest or any other sum due;

B. if Trustor fails to perform any term or covenant;

C. if any representation is materially false;

D. if Trustor files bankruptcy or similar proceedings;

E. if an order for relief is entered against Trustor and remains unstayed;

F. if a judgment or decree is entered against Trustor and remains unstayed;

G. if Trustor assigns rents without consent;

H. if a Transfer not consented to by Beneficiary occurs;

I. if an Event of Default occurs under any Loan Document;

J. if liens are not discharged within the required time.

ARTICLE V - REMEDIES

5.1 Acceleration, Foreclosure, Etc.

A. Foreclosure.

B. Entry.

C. Collection of Rents, etc.

D. Receivership.

E. Specific Performance.

5.2 No Election of Remedies.

5.3 Beneficiary's Right to Release, etc.

5.4 Beneficiary's Right to Remedy Defaults, etc.

5.5 Waivers.

5.6 Prepayment Charge.

ARTICLE VI - MISCELLANEOUS

6.1 Non-Waiver.

6.2 Sole Discretion of Beneficiary.

6.3 Recovery of Sums Required To Be Paid.

6.4 Legal Tender.

6.5 No Merger.

6.6 Discontinuance of Actions.

6.7 Headings.

6.8 Notice to Parties.

6.9 Non-Recourse.

6.10 Successors and Assigns Included In Parties.

6.11 Number and Gender.

6.12 Changes and Modifications.

6.13 Applicable Law.

6.14 Invalid Provisions to Affect No Others.

6.15 Usury Savings Clause.

6.16 No Statute of Limitations.

6.17 Late Charges.

6.18 Time of Essence.

6.19 Waiver of Jury Trial.

6.20 Continuing Effectiveness.

6.21 Amendment of Prior Deed of Trust.

SIGNATURES

STATE OF

COUNTY OF

Personally appeared before me, the undersigned authority, on this , the within named who acknowledged execution as authorized signatory.

NOTARY PUBLIC:

STATE OF

COUNTY OF

Personally appeared before me, the undersigned authority, on this , the within named who acknowledged execution as authorized signatory.

NOTARY PUBLIC:

STATE OF

COUNTY OF

Personally appeared before me, the undersigned authority, on this , the within named who acknowledged execution as authorized signatory.

NOTARY PUBLIC:

EXHIBITS

Exhibit A-1:

Exhibit A-2:

Exhibit A-3:

Exhibit A-4:

Exhibit B:

Sign Now