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Contract analysis / deed-of-trust-virginia-execution.docx
deed-of-trust-virginia-execution.docx
1019-00002 · 45 clauses
High · 7 Medium · 12 Standard · 3
Section 1.01 — Defined Terms High
⚑ Indemnity / guarantee obligation
Section 1.01 — Defined Terms All capitalized terms used but not otherwise defined in this Deed of Trust shall have the meanings assigned to such terms in the Credit Agreement dated as of January 30, 2026. In addition to the terms defined elsewhere herein, the following terms shall have the following meanings for purposes of this Deed of Trust: "Beneficiary" means Prescott National Bank, N.A., a national banking assoc
Section 1.02 — Rules of Construction High
⚑ Non-compete / exclusivity restraint
Section 1.02 — Rules of Construction (a) Unless the context otherwise requires, all terms not otherwise defined herein that are defined in the Credit Agreement shall have the meanings assigned to such terms in the Credit Agreement. In the event of any inconsistency between a term defined in this Deed of Trust and the same term as defined in the Credit Agreement, the definition set forth in the Credit Agreement shall
Section 2.01 — Grant in Trust Medium
⚑ Assignment / subcontracting
Section 2.01 — Grant in Trust For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to secure the payment and performance of the Obligations, Grantor hereby irrevocably GRANTS, BARGAINS, SELLS, CONVEYS, AND CONFIRMS unto the Trustee, IN TRUST, WITH POWER OF SALE, for the use and benefit of Beneficiary, for the ratable benefit of the Secured Parties, the following descr
Section 2.02 — Habendum
Section 2.02 — Habendum TO HAVE AND TO HOLD the Mortgaged Property, together with all and singular the rights, privileges, and appurtenances thereunto belonging or in anywise appertaining, unto the Trustee, and the Trustee's successors and assigns, forever, upon the trusts and for the uses, purposes, and benefits herein set forth, subject only to the Permitted Encumbrances.
Section 2.03 — Secured Obligations High
⚑ Indemnity / guarantee obligation
Section 2.03 — Secured Obligations This Deed of Trust is executed and delivered for the purpose of securing, and shall secure, the full and timely payment and performance of the following (collectively, the "Secured Obligations"): (a) All principal amounts outstanding from time to time under the Credit Facility, including all revolving credit loans, swingline loans, letter of credit reimbursement obligations, and inc
ARTICLE III — REPRESENTATIONS AND WARRANTIES OF GRANTOR
ARTICLE III — REPRESENTATIONS AND WARRANTIES OF GRANTOR Grantor hereby makes the following representations and warranties to Beneficiary and the Secured Parties as of the date hereof, which representations and warranties shall survive the execution and delivery of this Deed of Trust and the making of the loans and other extensions of credit under the Credit Agreement:
Section 3.01 — Title and Ownership Standard
⚑ Commercial term
Section 3.01 — Title and Ownership Grantor represents and warrants that it is the lawful owner of the Mortgaged Property and holds good and marketable title thereto in fee simple absolute, free and clear of all liens, mortgages, deeds of trust, pledges, charges, security interests, encumbrances, claims, and restrictions of every kind and nature, except for the Permitted Encumbrances set forth in Exhibit B attached he
Section 3.02 — Authority
Section 3.02 — Authority (a) Grantor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Secretary of State Filing No. 5738291), and is duly qualified to transact business and is in good standing in the Commonwealth of Virginia and in each other jurisdiction where the nature of its business or the ownership or leasing of its propertie
Section 3.03 — No Conflicts
Section 3.03 — No Conflicts The execution, delivery, and performance by Grantor of this Deed of Trust do not and will not (a) violate or conflict with the Certificate of Formation or the Limited Liability Company Agreement of Grantor, each as currently in effect, (b) violate or conflict with any applicable federal, state, or local law, statute, rule, regulation, order, judgment, or decree binding upon or applicable t
Section 3.04 — No Prior Liens High
⚑ Non-compete / exclusivity restraint
Section 3.04 — No Prior Liens There are no mortgages, deeds of trust, liens, pledges, charges, security interests, or other encumbrances on the Mortgaged Property other than the Permitted Encumbrances. Grantor acknowledges and represents that the existing Deed of Trust recorded as Instrument No. 2021-035782 in the land records of Fairfax County, Virginia, on March 18, 2021, which secures the Existing Facility, shall
Section 3.05 — Compliance with Laws Medium
⚑ Notice / time limit to track
Section 3.05 — Compliance with Laws The Mortgaged Property and its current use as Grantor's corporate headquarters and office space comply in all material respects with all applicable zoning, building, fire, health, safety, environmental, and other laws, statutes, rules, regulations, and ordinances of the Commonwealth of Virginia, Fairfax County, the Town of Herndon, and all other governmental authorities having juri
Section 3.06 — Environmental Matters
Section 3.06 — Environmental Matters (a) To Grantor's actual knowledge (after due inquiry), no hazardous materials (as defined in applicable Environmental Laws) have been generated, treated, stored, disposed of, transported to or from, or released on, under, in, or from the Mortgaged Property in violation of any applicable Environmental Laws, and no underground storage tanks are located on or under the Mortgaged Prop
Section 3.07 — Taxes and Assessments High
⚑ Penalty / liquidated damages
Section 3.07 — Taxes and Assessments All real property taxes, general and special assessments, water and sewer charges, and other governmental charges and impositions with respect to the Mortgaged Property have been paid in full prior to the date on which any interest or penalty could attach thereto, or are not yet due and payable. Grantor has not received notice of any proposed increase in assessed valuation of the
Section 3.08 — Insurance Medium
⚑ Notice / time limit to track
Section 3.08 — Insurance The Mortgaged Property is insured under policies of insurance that comply with the requirements of the Credit Agreement and Section 4.04 of this Deed of Trust. The insurance program covering the Mortgaged Property has been placed by Falconer Risk Advisors, Inc. on behalf of Grantor. All premiums with respect to such insurance policies have been paid in full, and no notice of cancellation, non
Section 3.09 — Separate Tax Lot
Section 3.09 — Separate Tax Lot The Mortgaged Property constitutes one or more separate and distinct tax lots for purposes of real property taxation by Fairfax County, Virginia, and does not include any real property that is not intended to be encumbered by this Deed of Trust. No other real property is assessed or taxed together with the Mortgaged Property.
Section 3.10 — No Condemnation Medium
⚑ Notice / time limit to track
Section 3.10 — No Condemnation No condemnation, eminent domain, or similar proceeding is pending or, to Grantor's actual knowledge (after due inquiry), threatened with respect to the Mortgaged Property or any part thereof. Grantor has not received any written or oral notice of any such proceeding from any governmental authority, and Grantor is not aware of any circumstances that would reasonably be expected to give r
Section 3.11 — Utilities and Access
Section 3.11 — Utilities and Access The Mortgaged Property has direct, legal, and physical access to and from public roads and highways adequate for the current use and operation of the Mortgaged Property. All utilities necessary for the current use and operation of the Mortgaged Property, including water, sanitary and storm sewer, natural gas, electric, and telephone service, are available at the boundaries of the L
ARTICLE IV — COVENANTS OF GRANTOR
ARTICLE IV — COVENANTS OF GRANTOR Grantor hereby covenants and agrees with Beneficiary and the Secured Parties as follows:
Section 4.01 — Payment of Obligations
Section 4.01 — Payment of Obligations Grantor shall duly and punctually pay and perform all Obligations under the Credit Agreement and the other Loan Documents as and when the same shall become due and payable, whether at the stated maturity, by acceleration, or otherwise, strictly in accordance with the terms thereof.
Section 4.02 — Maintenance and Repair Medium
⚑ Forum / governing law
Section 4.02 — Maintenance and Repair (a) Grantor shall maintain, preserve, and keep the Mortgaged Property, including all Improvements and Fixtures, in good order, condition, and repair, ordinary wear and tear excepted, and shall not commit or permit any waste of or to the Mortgaged Property, whether voluntary, involuntary, or permissive. (b) Grantor shall promptly make or cause to be made all repairs, renewals, rep
Section 4.03 — Payment of Taxes High
⚑ Penalty / liquidated damages
Section 4.03 — Payment of Taxes (a) Grantor shall pay, or cause to be paid, before any interest or penalty attaches thereto, all real property taxes, general and special assessments, water and sewer charges, and all other governmental charges and impositions of every kind and nature now or hereafter levied, assessed, or imposed upon or with respect to the Mortgaged Property. (b) Notwithstanding the foregoing, Grantor
Section 4.04 — Insurance Standard
⚑ Commercial term
Section 4.04 — Insurance (a) Grantor shall obtain and maintain, or cause to be obtained and maintained, at Grantor's sole cost and expense, policies of insurance covering the Mortgaged Property as required by the Credit Agreement, including without limitation the following: (i) Property Insurance. Insurance against loss or damage to the Improvements and Fixtures by fire, windstorm, and such other hazards as are custo
Section 4.05 — No Liens
Section 4.05 — No Liens Grantor shall not create, incur, assume, or permit to exist any mortgage, deed of trust, lien, pledge, charge, security interest, encumbrance, or other claim of any kind upon or with respect to the Mortgaged Property or any part thereof, other than (a) the lien of this Deed of Trust, (b) the Permitted Encumbrances, and (c) liens expressly permitted under Section 7.01 of the Credit Agreement. G
Section 4.06 — No Transfer or Encumbrance Medium
⚑ Assignment / subcontracting
Section 4.06 — No Transfer or Encumbrance Grantor shall not, without the prior written consent of Beneficiary (acting at the direction of the Required Lenders under the Credit Agreement), sell, convey, transfer, assign, lease (except in the ordinary course of business as permitted by the Credit Agreement), mortgage, pledge, encumber, or otherwise dispose of the Mortgaged Property or any part thereof or any interest t
Section 4.07 — Compliance with Laws
Section 4.07 — Compliance with Laws Grantor shall comply, and shall cause the Mortgaged Property to comply, in all material respects with all applicable federal, state, and local laws, statutes, rules, regulations, ordinances, codes, and orders affecting the Mortgaged Property, including without limitation all zoning, building, fire, health, safety, environmental, and accessibility laws and regulations. Grantor shall
Section 4.08 — Environmental Covenants High
⚑ Indemnity / guarantee obligation
Section 4.08 — Environmental Covenants (a) Grantor shall not cause, suffer, or permit the generation, manufacture, treatment, storage, disposal, release, discharge, or transportation of any hazardous materials (as defined in applicable Environmental Laws) on, under, in, from, or about the Mortgaged Property, except in the ordinary course of business and in compliance with all applicable Environmental Laws. (b) Granto
Section 4.09 — Further Assurances
Section 4.09 — Further Assurances Grantor shall, at Grantor's sole cost and expense, execute and deliver, or cause to be executed and delivered, to Beneficiary such further instruments, documents, and agreements, and shall take or cause to be taken such further actions, as Beneficiary may from time to time reasonably request in order to (a) carry out the purposes and intent of this Deed of Trust, (b) subject to the l
Section 4.10 — Inspection Rights
Section 4.10 — Inspection Rights (a) Beneficiary and its agents, representatives, consultants, and contractors shall have the right to enter upon, inspect, and examine the Mortgaged Property at any reasonable time and from time to time during normal business hours upon reasonable prior written or oral notice to Grantor (provided that no prior notice shall be required if an Event of Default has occurred and is continu
Section 4.11 — Financial Covenants (Cross-Reference)
Section 4.11 — Financial Covenants (Cross-Reference) Grantor shall comply with all financial covenants and reporting requirements set forth in the Credit Agreement, including without limitation (a) maintenance of a maximum total leverage ratio of 3.75 to 1.00, tested quarterly on a trailing four-quarter basis, (b) maintenance of a minimum interest coverage ratio of 3.00 to 1.00, tested quarterly on a trailing four-qu
Section 4.12 — Books and Records
Section 4.12 — Books and Records Grantor shall maintain complete and accurate books and records relating to the Mortgaged Property, including without limitation records of all Rents, leases, subleases, licenses, occupancy agreements, operating expenses, capital expenditures, insurance, taxes, assessments, and environmental matters. Grantor shall make such books and records available to Beneficiary and its representat
ARTICLE V — ASSIGNMENT OF LEASES AND RENTS Medium
⚑ Assignment / subcontracting
ARTICLE V — ASSIGNMENT OF LEASES AND RENTS
Section 5.01 — Assignment Medium
⚑ Assignment / subcontracting
Section 5.01 — Assignment As additional security for the payment and performance of the Obligations, Grantor hereby absolutely and unconditionally assigns, transfers, and sets over to Beneficiary all of Grantor's right, title, and interest in and to (a) all leases, subleases, licenses, and occupancy agreements now existing or hereafter entered into affecting the Mortgaged Property or any part thereof, including all a
Section 5.02 — License Back
Section 5.02 — License Back So long as no Event of Default has occurred and is continuing, Grantor shall have a revocable license from Beneficiary to collect, receive, use, and enjoy the Rents from the Mortgaged Property in the ordinary course of business, and to exercise all rights and remedies of Grantor as landlord under the leases, subject to the terms and conditions of this Deed of Trust and the other Loan Docum
Section 5.03 — Enforcement Upon Default Medium
⚑ Notice / time limit to track
Section 5.03 — Enforcement Upon Default (a) Upon the occurrence and during the continuance of an Event of Default, Beneficiary shall be entitled, without limitation, to (i) notify any and all tenants, subtenants, licensees, and occupants of the Mortgaged Property to make payment of all Rents directly to Beneficiary, (ii) collect and receive all Rents directly from such tenants, subtenants, licensees, and occupants, (
Section 5.04 — Subordination of Leases
Section 5.04 — Subordination of Leases All leases, subleases, licenses, and occupancy agreements now existing or hereafter entered into with respect to the Mortgaged Property shall be subordinate to the lien of this Deed of Trust, unless Beneficiary shall otherwise consent in writing. Notwithstanding the foregoing, Beneficiary shall have the right, in its sole discretion, to subordinate the lien of this Deed of Trust
ARTICLE VI — SECURITY AGREEMENT (UCC PROVISIONS)
ARTICLE VI — SECURITY AGREEMENT (UCC PROVISIONS)
Section 6.01 — Grant of Security Interest
Section 6.01 — Grant of Security Interest To the extent any portion of the Mortgaged Property constitutes personal property, goods (including fixtures), accounts, chattel paper, instruments, documents, deposit accounts, general intangibles, investment property, letter-of-credit rights, supporting obligations, or any other collateral subject to the Uniform Commercial Code, this Deed of Trust shall also constitute a "s
Section 6.02 — Financing Statements
Section 6.02 — Financing Statements (a) Grantor hereby irrevocably authorizes Beneficiary, at Grantor's sole cost and expense, to file financing statements, fixture filings (including filings in the land records of Fairfax County, Virginia), continuation statements, amendments, and all other filings and recordings as Beneficiary may from time to time deem necessary or desirable to perfect, protect, and maintain the s
Section 6.03 — Remedies Medium
⚑ Forum / governing law
Section 6.03 — Remedies Upon the occurrence and during the continuance of an Event of Default, Beneficiary shall have all of the rights and remedies of a "secured party" under the Virginia Uniform Commercial Code and other applicable law, in addition to the rights and remedies provided in this Deed of Trust and the other Loan Documents, including without limitation the right to take possession of, collect, dispose of
ARTICLE VII — EVENTS OF DEFAULT
ARTICLE VII — EVENTS OF DEFAULT
Section 7.01 — Events of Default
Section 7.01 — Events of Default Each of the following events shall constitute an "Event of Default" under this Deed of Trust: (a) Cross-Default to Credit Agreement. The occurrence of an "Event of Default" under and as defined in the Credit Agreement, which events include, without limitation, those events described in Section 7.02 below. (b) Failure to Pay. The failure by Grantor to pay any Obligation when due and pa
Section 7.02 — Cross-Default to Credit Agreement Standard
⚑ Commercial term
Section 7.02 — Cross-Default to Credit Agreement Without limiting the generality of Section 7.01(a), Grantor acknowledges that Events of Default under the Credit Agreement include, without limitation: (a) failure by any Loan Party to make any payment of principal, interest, fees, or other amounts when due under the Credit Agreement or any other Loan Document; (b) breach by any Loan Party of any financial covenant set
Section 8.01 — Acceleration Medium
⚑ Notice / time limit to track
Section 8.01 — Acceleration Upon the occurrence and during the continuance of an Event of Default, Beneficiary may, at its option and in its sole discretion (or shall, upon the direction of the Required Lenders under the Credit Agreement), by written notice to Grantor, declare all Obligations immediately due and payable, without presentment, demand, protest, or further notice of any kind, all of which are hereby expr
Section 8.02 — Foreclosure by Power of Sale Medium
⚑ Notice / time limit to track
Section 8.02 — Foreclosure by Power of Sale (a) Upon the occurrence and during the continuance of an Event of Default, and following any acceleration of the Obligations pursuant to Section 8.01 above, Trustee may, upon the written request of Beneficiary, sell the Mortgaged Property, or any part thereof, at public auction to the highest bidder, in accordance with the provisions of Virginia Code § 55.1-320 et seq. and
Section 8.03 — Judicial Foreclosure
Section 8.03 — Judicial Foreclosure In the alternative, or in addition to foreclosure by power of sale under Section 8.02, Beneficiary may institute judicial foreclosure proceedings in the Circuit Court of Fairfax County, Virginia, or in any other court of competent jurisdiction, in accordance with applicable Virginia law. In any such proceeding, Gran