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ARB201600088 Certificate of Satisfaction and Deed 2017-07-28
Page 1 of 2 Instrument Control Number () 023 15 Commonwealth of Virginia Land Record Instruments Cover Sheet - Form A 1111,1113N1111111111111111111111111111111111111111111 Doc ID: 005280110002 Type: DEE Recorded: 03/04/2010 at 01:55:01 PM [ILS Cover Sheet Agent Online 1.1.tij Fee Amt: $31.00 Pape 1 of 2 Albemarle County VA Debra M. Shipp Clerk F11e# 2010-00002315 T C Date of Instrument [03/02/2010 ] BK 3 8 5 6 Pa 14 7-14 8 A 0 Instrument Type [CS ] X R P Number of Parcels [ 1 ) E X Number of Pages [0 ] E (Box for Deed Stamp Only) M City El County® [Albemarle County ] P' LL. First and Second Grantors I Last Name First Name Middle Name Suffix j ODE Giles ] [Mark [T. ] [TR DO(Miner, Jr. ] t J. 1 ](D. ] [TR ] First and Second Grantees Last Name 1 First Name Middle Name Suffix ❑®[Planned Parenthood of the Blue Ridge, Inc. j [ ] CID[ ] I l [ 1 [ ] Grantee Address (Name) I Planned Parenthood of the Blue Ridge, Inc. ] (Address 1) [2964 Hydraulic Road ] (Address 2) [ ] (City,State,Zip) [Charlottesville ] [VA l [22901 1 Consideration (0.00 ] Existing Debt [0 00 l Assumption Balance [0.00 ] Prior Instr. Recorded at:City❑ County® [Albemarle County percent.in this Juris.(%)[ 100 ] Book[2550 ]Page[218 ]Instr.No[ 19655 ] Parcel Identification No(PIN) [06100-00-00-013A0 ] Tax Map Num.(If different than PIN) [06100-00-00-013A0 ] Short Property Description [0.6756 acres on State Route 743 [ ] Current Property Addr(Address 1) [2964 Hydraulic Road 1 (Address 2) [ ] (City,State,Zip) [Charlottesville ] [VA ] [22901 ] Instrument Prepared by Virginia National Bank ] Recording Paid for by [Virginia National Bank Return Recording to(Name) [Virginia National Bank ] (Address 1) [P 0 Box 2853 ] (Address 2) [ ] (City,State,Zip) [Charlottesville ] [VA ] [22902 ] Customer Case ID 1 1 1 ] [ ] .441 ' '''': Iii: . 1 t' ''''''fir: h' . . .1.. t in; . yi, , 11-k ..01.6 .? I I1/4' % .'i . {44,' . iiiInt i ' it ;ir . ,J6. 1 � 7 Cover Sheet Page#1 of 1 i�'s r i nl . Book: 3856 Page: 147 FileNumber: 2010-00002315 Seq: 1 Page 2 of 2 Prepared by and return to:Virginia National Bank Tax Map 06100-00-00-013A0 P.O.Box 2853,Charlottesville,VA 22902 CERTIFICATE OF SATISFACTION Place of Record: Clerk's Office of the Circuit Court of the County of Albemarle, Virginia Date of Deed of Trust: August 7, 2003 Deed Book 2550, Page 218 Name(s)of Grantor(s): Planned Parenthood of the Blue Ridge, Inc Names of Trustees: Mark T. Giles and J. D. Miller,Jr. Brief Description of Property: 2964 Hydraulic Road Makers of Note: Planned Parenthood of the Blue Ridge,Inc Date of Note(s): August 7,2003 Face Amount Secured: $ 940,000.00 I/We,holder(s)of the above-mentioned note secured by the above-mentioned deed of trust, do hereby certify that the same has been paid in full and the lien therein created and retained is hereby released. r\ GIVEN UNDER MY/OUR HAND(S) THIS a DAY OF MARCH, 2010. VIRGINIA N NAL BANK BY d Title: o n Operations Manager STATE OF VIRGINIA CITY OF CHARLOTTESVILLE,to-wit: „d Subscribed,sworn to and acknowledged before me this a day of March,2010,by Robin Elliott, Loan Operations Manager on behalf of Virgi 'a National Bank. ci ----rmi)(Ap NO ARY PUBLIC I'vih-,r,'Y' ::'.1, rlss ,.(_JP My commission expires: 1 ) 31 )O 1 f No-)Any DUUBLUC Coromonweijl ,l Of Virginia RECORDED IN CLERKS OFFICE OF REG ;i 10'1'151 ALBEMARLE COUNTY ON ---- --- — March 04,2010 AT 1:56:01 PM $0.00 GRANTOR TAX PD AS REQUIRED BY VA COD ,58.1-802 hitiSTATE:$0.00 LOC• 1.00 B MARLE CO A A M.SH�` RK Book: 3856 Page: 147 FileNumber: 2010-00002315 Seq: 2 Page 1 of 3 019654 Instrument Control Number Commonwealth of Virginia Land Record Instruments Cover Sheet - Form A [ILS VLR Cover Sheet Agent 1.0.66] il1111111 hil l L7423ege3Type: 11111111111K l Mil Doc ID: DEE � Recorded: 08/07/2003 at 03:48:36 PM Y. C Date of Instrument: 8/6/03 Fee BYt: RSALL$2,925.00 Page 1 ofI 3 C ] SHELBY MARSHALL,CLERK CIRCUIT CT. Shelby Marshall Clerk Circuit Court A O Instrument Type: [DBS X R I File# 2003-00019654 E P Number of Parcels [ 1 ] BK 2550 PG215-217 X Number of Pages [ 2] E M City ❑County(i [Albemarle County ] (Box for Deed Stamp Only) P First and Second Grantors .1.. — Last Name I First Name I Middle Name or Initial I Suffix [ROSI_YN RIDGE OFFIC][ I[ I[ ] CI o [ ][ ][ ][ ] First and Second Grantees Last Name I First Name I Middle Name or initial Suffix ❑ ® [PLANNED PARENTH ][ ][ J [ ] ❑ 0 [ ][ I[ ][ ] Grantee Address (Name) [Planned Parenthood of the Blue Ridge Inc ] (Address 1) [2207 Peters Creek Road ] (Address 2) [ J (City,State,Zip) [Roanoke ] [VA] [24017 ] Consideration[965,000.00 ]Existing Debt[0.00 ] Assumption Balance [0.00 ] Prior Instr. Recorded at: City ❑ County❑ [ ] Percent. in this Juris. [ 100] Book [ ] Page [ ] Instr. No [ ] Parcel Identification No(PIN) [06100-00-00-013A0 ] Tax Map Num. (If different than PIN) [same ] Short Property Description [0.6756 acre on State Route 743 ] [ ] Current Property Address (Address 1) [2964 Hydraulic Road ] (Address 2) [ ] (City,State,Zip) [Charlottesville ] [VA ][22901 ] Instrument Prepared by [Ralph E. Main ] Recording Paid for by [McCallum&Kudravetz PC ] Return Recording to (Name) [McCallum &Kudravetz PC ] (Address 1) [250 E High Street ] (Address 2) [ J (City,State,Zip) [Charlottesville ][VA][22902 ] Customer Case ID [12164.8100 ] [ ] [ ] ' . I i i, ' ,41 .1 v• ' 5 ill Cover Sheet Page#1 of 1 A+r , ; i y I ` �+ Book: 2550 Page: 215 FileNumber: 2003-00019654 Seq: 1 Page 2 of 3 0I9654 Prepared By Ralph E. Main , Jr. , Attorney at Law Tax Map Parcel 61-13A THIS DEED, made and entered into this 6th day of August , 2003, by and between ROSLYN RIDGE OFFICE , LLC, a Virginia limited liability company , Grantor, and PLANNED PARENTHOOD OF THE BLUE RIDGE, INC . , a Virginia corporation , Grantee , the address of which is 2207 Peters Creek Road , N.W. , Roanoke, Virginia 24017, W I T N E S S E T H : That for and in consideration of the sum of $965 ,000.00 cash in hand paid, the receipt of which is hereby acknowledged , Grantor does hereby GRANT, BARGAIN, SELL and CONVEY with GENERAL WARRANTY and ENGLISH COVENANTS OF TITLE unto Grantee the following described property, to-wit : All that certain parcel or tract of land , with improvements thereon and appurtenances thereto, situated in Albemarle County , Virginia, fronting on State Route 743 , containing 0.6756 acre, more or less, as shown on a plat by Gary M. Whelan, Land Surveyor , dated October 12 , 1998 , and recorded in the Clerk' s Office of the Circuit Court of Albemarle County, Virginia in Deed Book 1798 at Page 88 , and being the same property which was conveyed unto Grantor herein by deed of James A . Morris dated January 9, 2001 and recorded in the aforesaid Clerk' s Offie in Deed Book 1984 at Page 286. This conveyance is made expressly subject to all easements , restrictions , reservations and condiditons contained -1- Book: 2550 Page: 215 FileNumber: 2003-00019654 Seq: 2 Page 3 of 3 in duly recorded deeds, plats and other instruments constituting constructive notice in the chain of title to the above-described property which have not expired by a time limitation contained therein or otherwise have not expired by a time limitation contained therein or otherwise have not become ineffective. Grantor has caused this deed to be executed and delivered on its behalf by Lane Bonner and Ivo H. Romenesko, its Managers and duly authorized agents. WITNESS the following signatures and seals : ROSLYN RIDGE 0 FICE, LLC B y 1,1. 2.--'\-- (SEAL) ane Bonner Manage 4011rSEAL) Romen sko Manager STATE OF VIRGINIA AT LARGE COUNTY OF ALBEMARLE , to-wit : The foregoing instrumgn-t was acknowledged before me this day of August,{'' 2003 by ane Bonner and No H. Romenesko , Managers, on (behalf of os yn Ridge Office, LC. My Commission Expires: (OLLT (714 Nota y Public RECORDED IN CLERKS OFFICE OF ALBEMARLE ON August 07,2003 AT 3:48:36 PM $965.00 GRANTOR TAX PD -2- AS REQUIRED BY VA CODE§56.1-802 STATE.$482.50 LOCAL.$482.50 SHELBY MARSHALL,CLERK CIRCUIT CT ' DC Book: 2550 Page: 215 FileNumber: 2003-00019654 Seq: 3 Page 1 of 2 Instrument Control Number _ 0 0 2 3 I 5 Commonwealth of Virginia Land Record Instruments Cover Sheet - Form A 11111111 II1111'II1INIIIBIIIIIII1001IIfl11$11 Doc ID: 005280110002 Type: DEE Recorded: 03/04/2010 at 01:36:01 PM (ILS Cover Sheet Agent Online 1.1.6] Fee Amt: $31.00 Pape 1 of 2 Albemarle County VA Debra M. Shipp Clerk F11e# 2010-000022315 T C Date of Instrument [03/02/2010 ] BK 3856 PG.L 4 7-1 4 8 A 0 Instrument Type [CS ] X R P Number of Parcels [ 1 ] E X Number of Pages [0 ] (Box for Deed Stamp Only) M city❑ county® [Albemarle County ] P I-" First and Second Grantors 1 Last Name I First Name I Middle Name I Suffix [ 0E4 Giles ] [Mark ] [T. ] [TR ] OD(Miller, Jr. ] [J. ] [D. ] [TR l First and Second Grantees 1 Last Name 1 First Name I Middle Name I Suffix ❑®[Planned Parenthood of the Blue Ridge, Inc. ( ] CIS[ l [ ] [ Grantee Address (Name) [Planned Parenthood of the Blue Ridge, Inc. ] (Address 1) [[2964 Hydraulic Road ] (Address 2) ] (city,State,Zip) [Charlottesville ] [VA ] [22901 ] Consideration (0.00 1 Existing Debt [0.00 ] Assumption Balance [0.00 ] Prior Instr. Recorded at:City❑ County® [Albemarle County percent.in this Juris.(%)[ 100 ] Book(2550 ]Page(218 ]Instr.No[ 19655 ] Parcel Identification No(PIN) [06100-00-00-013A0 ] Tax Map Num.(If different than PIN) 06100-00-00-013A0 Short Property Description 0.6756 acres on State Route 743 Current Property Addr(Address 1) [2964 Hydraulic Road ] (Address 2) [ ] (City,State,Zip) [ Charlottesville ] [VA ] [22901 ] Instrument Prepared by Virginia National Bank l Recording Paid for by Virginia National Bank l Return Recording to(Name) [Virginia National Bank ] (Address 1) [P 0 Box 2853 (Address 2) [ ] (City,State,Zip) [Charlottesville ] [VA ] [22902 ] Customer Case ID [ ] [ ] [ ] . ** 'n r j 1 1 15� i ,. 1! } ' S , { � I '6 I f1 , ii�1 Cover Sheet Page#1 of 1 e t ,�' i+ i M111' . t ,1 ' II . S 1' ,? ,4, ' , Book: 3856 Page: 147 FileNumber: 2010-00002315 Seq: 1 Page 2 of 2 Prepared by and return to:Virginia National Bank Tax Map 06 I 00-00-00-013A0 P,O.Box 2853,Charlottesville,VA 22902 CERTIFICATE OF SATISFACTION Place of Record: Clerk's Office of the Circuit Court of the County of Albemarle, Virginia Date of Deed of Trust: August 7, 2003 Deed Book 2550, Page 218 Name(s)of Grantor(s): Planned Parenthood of the Blue Ridge, Inc Names of Trustees: Mark T. Giles and J. D. Miller,Jr. Brief Description of Property: 2964 Hydraulic Road Makers of Note: Planned Parenthood of the Blue Ridge, Inc Date of Note(s): August 7,2003 Face Amount Secured: $ 940,000.00 I/We,holder(s)of the above-mentioned note secured by the above-mentioned deed of trust, do hereby certify that the same has been paid in full and the lien therein created and retained is hereby released. nj GIVEN UNDER MY/OUR HAND(S) THISa DAY OF MARCH, 2010. VIRGINIA N ' NAL BANK BY AD d Title: o n Operations Manager STATE OF VIRGINIA CITY OF CHARLOTTESVILLE, to-wit: „d Subscribed,sworn to and acknowledged before me this a —day of March,2010,by Robin Elliott, Loan Operations Manager on behalf of Virgi •a National Bank. ,i.\c l )0,Ai) , _ NO ARY PUBLIC I'viiAr'Y ;:1./, r00S:WP My commission expires: 1 ) 31 }0 I I NC'li\EY I'LIf31_IC Cornmonwei0l;,) of Virginia RECORDED IN CLERKS OFFICE OF REG 1,10 i 15 1 ALBEMARLE COUNTY ON March 04,2010 AT 1:56:01 PM $0.00 GRANTOR TAX PD AS REQUIRED BY VA COD :58.1-802 STATE:$0.00 LOC• 1.00 BEMARLE CO A i A M.SHJ -RK LAC Book: 3856 Page: 147 FileNumber: 2010-00002315 Seq: 2 Page 1 of 9 Instrument Control Number 019655 Commonwealth of Virginia Land Record instruments Cover Sheet - Form A (ILS VLR Cover Sheet Agent 1.0,66, 11Ul11l1111111111111Doc ID: 47 4121I�00 9�T y1 I1111 111 ype: DEE Recorded: 08/07/2003 at 03:49:34 PM Fee Amt: $1,899.00 Pape 1 of 9 T C Date of instrument: [8/7/03 ] SHELBY MARSHALL,CLERK CIRCUIT CT. Shelby Marshall Clerk Circuit Court X R Instrument Type: [DOT ] File# 2003-00019655 P Number of Parcels [ 1] BK2550 PG218-226 E X Number of Pages [ 8] E (Box for Deed Stamp Only) M City n County n [Albemarle County ] p First and Second Grantors I. Last Name First Name r Middle Name or Initial I Suffix ❑— O [PLANNED PARENTH ][ ][ ][ ] [ l[ l[ ][ l First and Second Grantees Last Name I First Name 1 Middle Name or Initial I Suffix ❑ ❑ [GILES TR ][MARK ] [T ][ ] ❑ ❑ [MILLER TR l[J ][D ][JR ] Grantee Address (Name) [Virginia National Bank ) (Address 1) [222 East Main Street ] (Address 2) [ ] (City,State,Zip) [Charlottesville ] [VA] [22902 ] Consideration [940,000.00 ] Existing Debt[0 00 ] Assumption Balance [0.00 ] Prior Instr.Recorded at: City ❑ County❑ [ ] Percent.in this Juris. [ 100] Book [ ] Page [ ] Instr. No [ ] Parcel Identification No(PIN) [06100-00-00-013A0 ] Tax Map Num. (If different than PIN) [same ] Short Property Description [0.6756 acre on State Route 743 ] [ ] Current Property Address (Address 1) [2964 Hydraulic Road ] (Address 2) [ ] (City,State,Zip) [Charlottesville ][VA ] [22901 ] Instrument Prepared by [McCallum&Kudravetz PC ] Recording Paid for by [McCallum&Kudravetz PC ] Return Recording to (Name) [McCallum & Kudravetz PC ] (Address 1) [250 E High Street ] (Address 2) [ l (City,State,Zip) (Charlottesville I[VA][22902 ] Customer Case ID (12164.8100 ] [ ][ l Cover Sheet Page#1 of 2 11111 Book: 2550 Page: 218 FileNumber: 2003-00019655 Seq: 1 Page 2 of 9 ;019655 RECORDATION REQUESTED BY: Virginia National Bank 29 North Office 1580 Seminole Trail Charlottesville, VA 22901 WHEN RECORDED MAIL TO: Virginia National Bank 29 North Office 1580 Seminole Trail Charlottesville, VA 22901 SEND TAX NOTICES TO: Virginia National Bank 29 North Office 1580 Seminole Trail Charlottesville, VA 22901 Tax Map Reference No(s): 06100-00-00-013A0 FOR RECORDER'S USE ONLY This Deed of Trust prepared by: 29 North Office of, Virginia National Bank DEED OF TRUST THIS IS A CREDIT LINE DEED OF TRUST Maximum aggregate amount of principal to be secured hereby at any one time: $940,000.00 Name and address of Noteholder secured hereby: Virginia National Bank 29 North Office 1580 Seminole Trail Charlottesville, VA 22901 THIS DEED OF TRUST is dated August 7, 2003, among Planned Parenthood of the Blue Ridge, Inc., whose address is 2207 Peters Creek Road, N.W., Roanoke, VA 24017 ("Grantor"); Virginia National Bank, whose address is 29 North Office, 1580 Seminole Trail, Charlottesville, VA 22901 (referred to below sometimes as "Lender" and sometimes as "Beneficiary"); and MARK T. GILES, a resident of Virginia, whose address is P.O. Box 2853, Charlottesville, VA 22902 and J.D. MILLER, JR., a resident of Virginia, whose address is P.O. Box 2853, Charlottesville, VA 22902 ("Grantee," also referred to below as "Trustee"), either of whom may act. CONVEYANCE AND GRANT. For valuable consideration, Grantor conveys, transfers, encumbers and pledges and assigns to Trustee for the benefit of Lender as Beneficiary, all of Grantor's present and future right, title, and interest in and to the following described real property, together with all existing or subsequently erected or affixed buildings, improvements and fixtures; all easements, rights of way, and appurtenances; and all rights, royalties, and profits relating to the real property, including without limitation all minerals, oil, gas, geothermal and similar matters, (the "Real Property") located in Albemarle County, Commonwealth of Virginia: See Schedule A, which is attached to this Deed of Trust and made a part of this Deed of Trust as if fully set forth herein. The Real Property or Its address is commonly known as 2964 Hydraulic Road, Charlottesville, VA 22901. The Real Property Tax Map Reference Nols) is/are 06100-00-00-013A0 CROSS-COLLATERALIZATION. In addition to the Note, this Deed of Trust secures all obligations, debts and liabilities, plus interest thereon, of Grantor to Lender, or any one or more of them, as well as all claims by Lender against Grantor or any one or more of them, whether now existing or hereafter arising, whether related or unrelated to the purpose of the Note, whether voluntary or otherwise, whether due or not due, direct or indirect, determined or undetermined, absolute or contingent, liquidated or unliquidated whether Grantor may be liable individually or jointly with others, whether Book: 2550 Page: 218 FileNumber: 2003-00019655 Seq: 2 Page 3 of 9 DEED OF TRUST (Continued) Page 2 obligated as guarantor, surety, accommodation party or otherwise, and whether recovery upon such amounts may be or hereafter may become barred by any statute of limitations, and whether the obligation to repay such amounts may be or hereafter may become otherwise unenforceable. FUTURE ADVANCES. In addition to the amounts specified in the Note, this Deed of Trust also secures future advances. Grantor presently, absolutely, and irrevocably assigns to Lender (also known as Beneficiary in this Deed of Trust) all of Grantor's right, title, and interest in and to all present and future leases of the Property and all Rents from the Property. In addition, Grantor grants to Lender a Uniform Commercial Code security interest in the Personal Property and Rents. THIS DEED OF TRUST, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS AND (B) PERFORMANCE OF ANY AND ALL OBLIGATIONS UNDER THIS DEED OF TRUST. THIS DEED OF TRUST IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: PAYMENT AND PERFORMANCE. Except as otherwise provided in this Deed of Trust, Grantor shall pay to Lender all amounts secured by this Deed of Trust as they become due, and shall strictly and in a timely manner perform all of Grantor's obligations under the Note, this Deed of Trust, and the Related Documents. POSSESSION AND MAINTENANCE OF THE PROPERTY. Grantor agrees that Grantor's possession and use of the Property shall be governed by the following provisions: Possession and Use. Until the occurrence of an Event of Default, Grantor may (1) remain in possession and control of the Property; (2) use, operate or manage the Property; and (3) acting as Lender's agent, collect the Rents from the Property. Duty to Maintain. Grantor shall maintain the Property in tenantable condition and promptly perform all repairs, replacements, and maintenance necessary to preserve its value. Hazardous Substances. Grantor represents and warrants that the Property never has been, and never will be so long as this Deed of Trust remains a lien on the Property, used for the generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance in violation of any Environmental Laws. Grantor authorizes Lender and its agents to enter upon the Property to make such inspections and tests as Lender may deem appropriate to determine compliance of the Property with this section of the Deed of Trust. Grantor hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Grantor becomes liable for cleanup or other costs under any such laws, and (2) agrees to indemnify and hold harmless Lender against any and all claims and losses resulting from a breach of this paragraph of the Deed of Trust. This obligation to indemnify shall survive the payment of the Indebtedness and the satisfaction of this Deed of Trust. DUE ON SALE - CONSENT BY LENDER. Lender may, at Lender's option, declare immediately due and payable all sums secured by this Deed of Trust upon the sale or transfer, without Lender's prior written consent, of all or any part of the Real Property, or any interest in the Real Property. A "sale or transfer" means the conveyance of Real Property or any right, title or interest in the Real Property; whether legal, beneficial or equitable; whether voluntary or involuntary; whether by outright sale, deed, installment sale contract, land contract, contract for deed, leasehold interest with a term greater than three (3) years, lease-option contract, or by sale, assignment, or transfer of any beneficial interest in or to any land trust holding title to the Real Property, or by any other method of conveyance of an interest in the Real Property. If any Grantor is a corporation, partnership or limited liability company, transfer also includes any change in ownership of more than twenty-five percent (25%) of the voting stock, partnership interests or limited liability company interests, as the case may be, of such Grantor. However, this option shall not be exercised by Lender if such exercise is prohibited by federal law or by Virginia law, TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are part of this Deed of Trust: Payment. Grantor shall pay when due (and in all events prior to delinquency) all taxes, special taxes, assessments, charges (including water and sewer), fines and impositions levied against or on account of the Property, and shall pay when due all claims for work done on or for services rendered or material furnished to the Property. Grantor shall maintain the Property free of all liens having priority over or equal to the interest of Lender under this Deed of Trust, except for the lien of taxes and assessments not due and except as otherwise provided in this Deed of Trust. PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this Deed of Trust. Book: 2550 Page: 218 FileNumber: 2003-00019655 Seq: 3 Page 4 of 9 DEED OF TRUST (Continued) Page 3 Maintenance of Insurance. Grantor shall procure and maintain policies of fire insurance with standard extended coverage endorsements on a fair value basis for the full insurable value covering all Improvements on the Real Property in an amount sufficient to avoid application of any coinsurance clause, and with a standard mortgagee clause in favor of Lender. Grantor shall also procure and maintain comprehensive genera! liability insurance in such coverage amounts as Lender may request with Trustee and Lender being named as additional insureds in such liability insurance policies. Additionally, Grantor shall maintain such other insurance, including but not limited to hazard, business interruption, and boiler insurance, as Lender may require. Policies shall be written in form, amounts, coverages and basis acceptable to Lender and issued by a company or companies acceptable to Lender. Grantor, upon request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without at least fifteen (15) days prior written notice to Lender. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be Impaired in any way by any act, omission or default of Grantor or any other person. Should the Real Property be located in an area designated by the Director of the Federal Emergency Management Agency as a special flood hazard area, Grantor agrees to obtain and maintain Federal Flood Insurance, if available, within 45 days after notice is given by Lender that the Property is located in a special flood hazard area, for the full unpaid principal balance of the loan and any prior liens on the property securing the loan, up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise required by Lender, and to maintain such insurance for the term of the loan. LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Property or if Grantor fails to comply with any provision of this Deed of Trust or any Related Documents, including but not limited to Grantor's failure to discharge or pay when due any amounts Grantor is required to discharge or pay under this Deed of Trust or any Related Documents, Lender on Grantor's behalf may (but shall not be obligated to) take any action that Lender deems appropriate on the Property and paying all costs for insuring, maintaining and preserving the Property. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (5) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. WARRANTY; DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a part of this Deed of Trust: Title. Grantor warrants generally that: (a) Grantor holds good and marketable title to the Property in fee simple, free and clear of all liens and encumbrances other than those set forth in the Real Property description or in any title insurance policy, title report, or final title opinion issued in favor of, and accepted by, Lender in connection with this Deed of Trust, and (b) Grantor has the full right, power, and authority to execute and deliver this Deed of Trust to Lender. Defense of Title. Subject to the exception in the paragraph above, Grantor warrants and will forever defend the title to the Property against the lawful claims of all persons. EVENTS OF DEFAULT. Each of the following, at Lender's option, shall constitute an Event of Default under this Deed of Trust: Payment Default. Grantor fails to make any payment when due under the Indebtedness. Other Default. Grantor fails to comply with any other term, obligation, covenant or condition contained in this Deed of Trust or in any of the Related Documents. Compliance Default. Failure to comply with any other term, obligation, covenant or condition contained in this Deed of Trust, the Note or in any of the Related Documents. Default on Other Payments. Failure of Grantor within the time required by this Deed of Trust to make any payment for taxes or insurance, or any other payment necessary to prevent filing of or to effect discharge of any lien. Insolvency. The dissolution or termination of Grantor's existence as a going business, the insolvency of Grantor, the appointment of a receiver for any part of Grantor's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Grantor. Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the Indebtedness or any guarantor, endorser, Book: 2550 Page: 218 FileNumber: 2003-00019655 Seq: 4 Page 5 of 9 DEED OF TRUST (Continued) Page 4 surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness. In the event of a death, Lender, at its option, may, but shall not be required to, permit the guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default. Adverse Change. A material adverse change occurs in Grantor's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired. RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any Event of Default under any indebtedness, or should Grantor fail to comply with any of Grantor's obligations under this Deed of Trust, Trustee or Lender may exercise any one or more of the following rights and remedies: Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Deed of Trust, after Grantor's failure to perform, shall not affect Lender's right to declare a default and exercise its remedies. Accelerate Indebtedness. Lender shall have the right at its option without notice to Grantor to declare the entire Indebtedness immediately due and payable, including any prepayment penalty which Grantor would be required to pay. This right is in addition to all other rights given to holders of promissory notes under Title 55 of the Code of Virginia. Foreclosure. With respect to all or any part of the Real Property, the Trustee shall have the right to foreclose by notice and sale, and Lender shall have the right to foreclose by judicial foreclosure, in either case in accordance with and to the full extent provided by applicable law. Grantor expressly waives and releases any requirement or obligation that Lender or Trustee present evidence or otherwise proceed before any court or other judicial or quasi-judicial body as a precondition to or otherwise incident to the exercise of the powers of sale authorized by this Deed of Trust. The proceeds of sale shall be applied by Trustee as follows: (a) first, to pay all proper advertising expenses, auctioneer's allowance, the expenses, if any, required to correct any irregularity in the title, premium for Trustee's bond, auditor's fee, attorneys' fees, and all other expenses of sale incurred in or about the protection and execution of this Deed of Trust, and all moneys advanced for taxes, assessments, insurance, and with interest thereon at the rate provided in the Note, and all taxes and assessments due upon the Property at time of sale, and to retain as compensation a reasonable Trustee's commission; (b) second, to pay the whole amount then remaining unpaid on the Indebtedness; (c) third, to pay liens of record against the Property according to their priority of lien and to the extent that funds remaining in Trustee's hands are available; and (d) last, to pay the remainder of the proceeds, if any, to Grantor, Grantor's heirs, personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession of the Property, less costs and expenses of obtaining possession. Other Remedies. Trustee or Lender shall have any other right or remedy provided in this Deed of Trust or the Note or by law. Sale of the Property. To the extent permitted by applicable law, Grantor hereby waives any and all rights to have the Property marshalled. In exercising its rights and remedies, the Trustee or Lender shall be free to sell all or any part of the Property together or separately, in one sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property. Expenses. If Lender institutes any suit or action to enforce any of the terms of this Deed of Trust, Lender shall be entitled to recover such sum as the court may adjudge reasonable. Whether or not any court action is involved, and to the extent not prohibited by law, all reasonable expenses Lender incurs that in Lender's opinion are necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law, Lender's expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports), surveyors' reports, and appraisal fees, title insurance, a reasonable Trustee's commission and reasonable attorney fees incurred by the Trustee in performing its duties under the Deed of Trust, to the extent permitted by applicable law. Grantor also will pay any court costs, in addition to all other sums provided by law. Powers of Trustee. In addition to all powers of Trustee arising as a matter of law, Trustee (and each of them if more than one) shall have the power to take the following actions with respect to the Property upon the written request of Lender and Grantor: (a) join in preparing and filing a map or plat of the Real Property, including the dedication of streets or other rights to the public; (b) join in granting any easement or creating any restriction on the Real Property; and (c) join in any Book: 2550 Page: 218 FileNumber: 2003-00019655 Seq: 5 Page 6 of 9 DEED OF TRUST (Continued) Page 5 subordination or other agreement affecting this Deed of Trust or the interest of Lender under this Deed of Trust. Successor Trustee. Lender, at Lender's option, at any time hereafter and without prior notice and without specifying any reason, may from time to time appoint a successor Trustee to any Trustee appointed under this Deed of Trust by an instrument executed and acknowledged by Lender and recorded in the office in the jurisdiction where this Deed of Trust has been recorded. The instrument shall contain, in addition to all other matters required by state law, the names of the original Lender, Trustee, and Grantor, the book and page where this Deed of Trust is recorded, and the name and address of the successor trustee and the county, city or town in which he or she resides, and the instrument shall be executed and acknowledged by Lender or its successors in Interest. The successor trustee, without conveyance of the Property, shall succeed to all the title, power, and duties conferred upon the Trustee in this Deed of Trust and by applicable law. This procedure for substitution of Trustee shall govern to the exclusion of all other provisions for substitution. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Deed of Trust: Choice of Venue. If there is a lawsuit, Grantor agrees upon Lender's request to submit to the jurisdiction of the applicable courts for the City of Charlottesville, Commonwealth of Virginia. Time is of the Essence. Time is of the essence in the performance of this Deed of Trust, Waiver of Homestead Exemption. Grantor hereby releases and waives all rights and benefits of the homestead exemption laws of the Commonwealth of Virginia as to all Indebtedness secured by this Deed of Trust. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Deed of Trust. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Deed of Trust shall have the meanings attributed to such terms in the Uniform Commercial Code: Beneficiary. The word "Beneficiary" means Virginia National Bank, and its successors and assigns. Borrower. The word "Borrower" means Planned Parenthood of the Blue Ridge, Inc. and includes all co-signers and co-makers signing the Note. Deed of Trust. The words "Deed of Trust" mean this Deed of Trust among Grantor, Lender, and Trustee. Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto. Event of Default. The words "Event of Default" mean any of the events of default set forth in this Deed of Trust In the events of default section of this Deed of Trust. Grantor. The word "Grantor" means Planned Parenthood of the Blue Ridge, Inc.. Guaranty. The word "Guaranty" means the guaranty from guarantor, endorser, surety, or accommodation party to Lender, including without limitation a guaranty of all or part of the Note. Improvements. The word "Improvements" means all existing and future improvements, buildings, structures, mobile homes affixed on the Real Property, facilities, additions, replacements and other construction on the Real Property. Indebtedness. The word "Indebtedness" means all principal, interest, and other amounts, costs and expenses payable under the Note or Related Documents, together with all renewals of, extensions of, modifications of, consolidations of and substitutions for the Note or Related Documents and any amounts expended or advanced by Lender to discharge Grantor's obligations or expenses incurred by Trustee or Lender to enforce Grantor's obligations under this Deed of Trust, together with interest on such amounts as provided in this Deed of Trust. Specifically, without limitation, Indebtedness includes all amounts that may be indirectly secured by the Cross-Collateralization provision of this Deed of Trust. Book: 2550 Page: 218 FileNumber: 2003-00019655 Seq: 6 Page 7 of 9 DEED OF TRUST (Continued) Page 6 Lender. The word "Lender" means Virginia National Bank, its successors and assigns. Note. The word "Note" means the promissory note dated August 7, 2003, in the original principal amount of $940,000.00 from Grantor to Lender, together with all modifications of and renewals, replacements, and substitutions for the promissory note or agreement. The maturity date of the Note is August 7, 2029. NOTICE TO GRANTOR: THE NOTE CONTAINS A VARIABLE INTEREST RATE. Personal Property. The words "Personal Property" mean all equipment, fixtures, and other articles of personal property now or hereafter owned by Grantor, and now or hereafter attached or affixed to the Real Property; together with all accessions, parts, and additions to, all replacements of, and all substitutions for, any of such property; and together with all proceeds (including without limitation all insurance proceeds and refunds of premiums) from any sale or other disposition of the Property. Property. The word "Property" means collectively the Real Property and the Personal Property. Real Property. The words "Real Property" mean the real property, interests and rights, as further described in this Deed of Trust. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. Rents. The word "Rents" means all present and future rents, revenues, income, issues, royalties, profits, and other benefits derived from the Property. Trustee. The word "Trustee" means Mark T. Giles, whose address is P.O. Box 2853, Charlottesville, VA 22902 and J.D. Miller, Jr., whose address is P.O. Box 2853, Charlottesville, VA 22902 and any substitute or successor trustees. If more than one person is named as trustee, the word "Trustee" means each such person. GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS DEED OF TRUST, AND GRANTOR AGREES TO ITS TERMS. THIS DEED OF TRUST IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DEED OF TRUST IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GRANTOR: PLANNED PARENTHO• • OF!), BLUE RIDGE, INC. By: s :al) David L. Nova, President & CEO of Planned Parenthood of the Blue Ridge, Inc. Book: 2550 Page: 218 FileNumber: 2003-00019655 Seq: 7 • Page 8 of 9 DEED OF TRUST (Continued) Page 7 CORPORATE ACKNOWLEDGMENT STATE OF 6 r�• 2-,/ ) SS OF C'4- .(o ', a;(1e.. On this ` 'd day of , 20 v3 , before me, the undersigned Notary Public, personally appeared avid L. Nova, President & CEO of Planned Parenthood of the Blue Ridge, Inc. , and known to me to be an authorized agent of the corporation that executed the Deed of Trust and acknowledged the Deed of Trust to be the free and voluntary act and deed of the corporation, by authority of its Bylaws or by resolution of its board of directors, for the uses and purposes therein mentioned, and on oath stated that he or she is authorized to execute this Deed of Trust an. in fact e uted the Deed of Trust on behalf of the corporation. B / C` �i"�b/, Residing at 6.'y� Y 7 Notary Public in and for V r(2,,CS`" My commission expires c;./0_2 LASER PRO Lndr•0.Vs,6.22.00 003 Co,,.Mnlond Fusncbl Solutions.Inc 19S7,2003. NI Riohb Rsoanod. -VA FLICFRLPI.G01.FC TR.2264 RR-SI Book: 2550 Page: 218 FileNumber: 2003-00019655 Seq: 8 Page 9 of 9 Schedule A to Deed of Trust dated August 7, 2003 from Planned Parenthood of the Blue Ridge, Inc . , Grantor, to Mark T. Giles and J. D. Miller, Jr. , Trustees, for Virginia National Bank, Lender Property Description All that certain parcel or tract of land, with improvements thereon and appurtenances thereto, situated in Albemarle County, Virginia, fronting on State Route 743, containing 0 . 6756 acre, more or less, as shown and described on a plat by Gary M. Whelan, Land Surveyor, dated October 12, 1998, and recorded in the Clerk's Office of the Circuit Court of Albemarle County, Virginia, in Deed Book 1798, page 88 ; BEING the same property in all respects conveyed to the Grantor herein by deed from Roslyn Ridge Office, LLC, a Virginia limited liability company, dated August 6, 2003 , and recorded in said Clerk's Office immediately prior hereto. K:\UDATA\CAC\WPDATA\RGR\8100-pd-Alb.doc 8/7/03 9:S1 AM RECORDED IN CLERKS OFFICE OF ALBEMARLE ON August 07,2003 AT 3:49:34 PM $0.00 GRANTOR TAX PD AS REQUIRED BY VA CODE§58.1-802 STATE.$0.00 LOCAL.$0 00 SHELBY MARSHALL,CLERK CIRCUIT CT DC Book: 2550 Page: 218 FileNumber: 2003-00019655 Seq: 9 Page 1 of 5 VIRGINIA LAND RECORD COVER SHEET FORM A-COVER SHEET CONTENT .0 0 9 5 4 4 Instrument Date: 1/1/2015 instrument Type: DC-PL Number of Parcels: 1 Number of Pages: 4 111f1111111I1I111I1111111111111111 [ ]City[X] County 1111111111111111111111111111IIIIIOIII1ilffll ALBEMARLE Doc ID: 033182430005 Type: DEE Recorded: 08/25/2015 at 02:48. PM 30 TAX EXEMPT? VIRGINIA/FEDERAL LAW Fee Amt: $22.00 Pape 1 of 5 Albemarle County, VA [> Grantor: 58.1-810(1) Debra M. Shipp Ciruit Clerk [X]Grantee: 58.1-810(1) Filets 2015-00009544 Consideration: $0.00 BK4666 PG1-5 Existing Debt: $0.00 Actual Value/Assumed: $0.00 PRIOR INSTRUMENT UNDER§58.1-803(D): Original Principal: $0.00 Fair Market Value Increase: $0.00 (Area Above Reserved For Deed Stamp Only) Original Book Number. Original Page Number: Original Instrument Number: Prior Recording At:[ ]City [ ]County Percentage In This Jurisdiction: BUSINESS NAME I pi Grantor: PLANNED PARENTHOOD SOUTH ATLANTIC 2 [X]Grantor: PLANNED PARENTHOOD OF THE BLUE RIDGE, INC. 1 [X)Grantee: PLANNED PARENTHOOD SOUTH ATLANTIC [ I Grantee: GRANTEE ADDRESS Name: PLANNED PARENTHOOD SOUTH ATLANTIC Address: 100 SOUTH BOYLAN AVENUE City: RALEIGH State: NC Zip Code: 27603 Book Number: Page Number: Instrument Number: Parcel Identification Number(PIN): Tax Map Number: Short Property Description: Current Property Address City: State: Zip Code: Instrument Prepared By: MCGUIREWOODS LLP Recording Paid By: MCGUIREWOODS LLP Recording Returned To: LOIS E. SISK Address: MCGUIREWOODS LLP 800 EAST CANAL STREET City: RICHMOND State: VA Zip Code: 23219 11 Jiitl .. ,, 411111 : i 4. 'll l ' I}1 % I ) 'A ' '.' ' FORM CC-1570 Rev. 7/15 Page 1 of 1 Cover Sheet A §§17.1-223, 17 1-227.1, 17 1-249 Copyright©2014 Office of the Executive Secretary,Supreme Court of Virginia.All rights reserved Book: 4666 Page: 1 FileNumber: 2015-00009544 Seq: 1 Page 2 of 5 TI IIS DOCUMENT PREPARED BY AND AlbemarleCo,VA WHEN RECORDED RETURN TO- Meredith Green McGuire Woods LLP 800 East Canal Street Richmond,Virginia 23219 GPIN: 06100-00-00-013 A0 DEED OF CONFIRMATION This Deed of Confirmation is dated as of January 1, 2015, between PLANNED PARENTHOOD SOUTH ATLANTIC, a North Carolina nonprofit corporation authorized to do business in the Commonwealth of Virginia, successor by merger to PLANNED PARENTHOOD OF THE BLUE RIDGE, INC., a Virginia corporation (to be indexed as Grantor); and PLANNED PARENTHOOD SOUTH ATLANTIC, a North Carolina nonprofit corporation (to be indexed as Grantee) and is exempt from recordation tax pursuant to Va. Code §58.1-810(1), §58.1-811(A)(8) and §58.1-811(C). RECITALS A. Planned Parenthood of the Blue Ridge, Inc. is the record owner of the property described on Exhibit A attached hereto (the"Property"). B. Pursuant to Articles of Merger dated June 15, 2007, filed June 19, 2007 with the Virginia State Corporation Commission, Planned Parenthood of the Blue Ridge, Inc. was merged with and into Planned Parenthood Health Systems, Inc., a North Carolina corporation, the surviving entity. C. As set forth in an Application for an Amended Certificate of Authority to Transact Business in Virginia filed with the Virginia State Corporation Commission on February Book: 4666 Page: 1 FileNumber: 2015-00009544 Seq: 2 Page 3 of 5 11, 2015, Planned Parenthood Health Systems, Inc changed its name to Planned Parenthood South Atlantic C The purpose of this Deed of Confirmation is to now confirm that title to the Property is currently vested in Planned Parenthood South Atlantic, as a result of the aforementioned transactions. WITNESSETH: NOW, THEREFORE, in confirmation of the aforesaid merger and name change, PLANNED PARENTHOOD SOUTH ATLANTIC, a North Carolina corporation, successor by merger to PLANNED PARENTHOOD OF THE BLUE RIDGE, INC., a Virginia corporation, hereby confirms that via operation of law title to the Property is hereby vested in PLANNED PARENTHOOD SOUTH ATLANTIC THE BALANCE OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK SIGNATURE FOLLOWS ON THE NEXT PAGE 2 Book: 4666 Page: 1 FileNumber: 2015-00009544 Seq: 3 Page 4 of 5 WITNESS the following signature. PLANNED PARENTHOOD SOUTH ATLANTIC, a North Carolina nonprofit corporation, successor by merger to Planned Parenthood of the Blue Ridge, Inc., a Virginia corporation By. 012A, A:(4-0. &L6A J ifs.,$ ack, President ll F 64//c____oG ,. cr2 201- x CITY/COUNTY OF 6r''q.11�j : GE GO 04. M1hII/IIt N IN„�l l« ' The foregoing instrument was acknowledged before me this day of 51/4 , 2015, by Jennifer Black, President of Planned Parenthood South Atlantic, a North'Carolina nonprofit corporation, on behalf of the corporation. My commission expires: / —07— o' 0/ ierd/ZZI9 Notary Publi Grantee's Address is: 100 South Boylan Avenue Raleigh,NC 27603 3 Book: 4666 Page: 1 FileNumber: 2015-00009544 Seq: 4 Page 5 of 5 EXHIBIT A PROPERTY ALL that certain lot,piece or parcel of land with improvements thereon and appurtenances thereunto belonging,fronting on State Route 743,lying and being in Charlottesville Magisterial District,Albemarle County,Virginia,consisting of 6756 acres,more or less, as shown on plat of Gary M. Whelan,Land Surveyor,dated October 12, 1998,recorded in the Clerk's Office of the Circuit Court of Albemarle County,Virginia in Deed Book 1798,page 86 BEING the same property conveyed to Planned Parenthood of the Blue Ridge,Inc.,a Virginia corporation by deed dated August 6,2003, from Roslyn Ridge Office,LLC,a Virginia limited liability company,recorded in the aforesaid Clerk's Office on August 7,2013 in Deed Book 2550, page 215. 65694217 RECORDED IN CLERKS OFFICE OF ALBEMARLE ON AUGU - ,2015 at 2:46.30 PM AS --• I. BY VA CODE §58.1-802 .0.00 LOCAL.$0 00 ARLE COUNTY,VA ac 4 Book: 4666 Page: 1 FileNumber: 2015-00009544 Seq: 5 i ''° NORTH CAROLINA ` e� ,,, Department of the Secretary of State To all whom these presents shall come, Greetings: I,ELAINE F. MARSHALL, Secretary of State of the State of North Carolina, do hereby certify the following and hereto attached to be a true copy of ARTICLES OF MERGER OF PLANNED PARENTHOOD OF CENTRAL NORTH CAROLINA, INC. INTO PLANNED PARENTHOOD HEALTH SYSTEMS, INC. WHICH CHANGES ITS NAME TO PLANNED PARENTHOOD SOUTH ATLANTIC the original of which was filed in this office on the 30th day of December, 2014. fiit' �� IN WITNESS WHEREOF, I have hereunto set .F 'in my hand and affixed my official seal at the Citytt 'e, :. V :rle* i of Raleigh, this 30th day of December, 2014. irr 41•3 `,,`W�,' .a ray S n if,koite.,....4- Ift, ,� ca to verify online. Certification#C201436300384-1 Reference# C201436300384-1 Secretary of State Verify this certificate online at www.secretary state.nc.us/verification SOSID: 0115077 Date Filed: 12/30/2014 8:57:00 AM Effective: 1/1/2015 r Elaine F. Marshall North Carolina Secretary of State C2014 363 00384 NORTH CAROLINA ARTICLES OF MERGER OF PLANNED PARENTHOOD HEALTH SYSTEMS,INC., a Nonprofit Corporation Pursuant to Section 55A-11-04 of the General Statutes of North Carolina, the undersigned entity does hereby submit the following Articles of Merger as the surviving business entity in a merger between two or more business entities. 1. The surviving entity is Planned Parenthood Health Systems, Inc.,a nonprofit corporation organized under the laws of the State of North Carolina. The name of the surviving entity shall be Planned Parenthood South Atlantic. 2. The address of the surviving entity is: 100 South Boylan Avenue Raleigh, North Carolina 27603 Wake County 3. The merged entity is Planned Parenthood of Central North Carolina,Inc.,a nonprofit corporation organized under the laws of North Carolina. 4. Neither the merged entity nor the surviving entity has members,and therefore member approval was not required for the merger. The Agreement and Plan of Merger has been duly approved in the manner required by law by each of the corporations participating in the merger. 5. Amendments to the Articles of Incorporation of the surviving entity, as approved by and contained within the Agreement and Plan of Merger,are attached as Exhibit A. 6. These Articlesof Merger will be effective at 12:01 a.m. on January 1, 2015. This the 7i`i'Q'—day of December,2014. PLANNED PARENTHOOD HEALTH SYSTEMS,INC. �-- Name: Doug Jackson Title: Interim CEO 57859474 Exhibit A Amendments to the Articles of Incorporation of PLANNED PARENTHOOD HEALTH SYSTEMS,INC. Pursuant to Section 55A-11-04(a)(3) of the General Statutes of North Carolina ("NCGS"), the Articles of Incorporation of Planned Parenthood Health Systems, Inc.are hereby amended by deleting Article 1 through Article 11 and inserting, in lieu thereof,the following text: 1. Name. The name of the corporation is Planned Parenthood South Atlantic(the "Corporation"). 2. Nature of the Corporation. The Corporation is a"charitable or religious corporation,"as that term is defined in Section 55A-1-40(4)of the NCGS. 3. Purpose. The Corporation is organized and shall be operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provisions of any future United States Internal Revenue law)(the"Internal Revenue Code"). 4. Rights and Restrictions. No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its incorporator, directors, officers, or other private persons except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its charitable and educational purposes. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. 5. Registered Agent. The name of the registered agent of the Corporation is CT Corporation System. 6. Registered Office. The street and mailing address and county of the registered and principal office of the Corporation is 150 Fayetteville Street, Box 1011, Raleigh, North Carolina, 27601, in Wake County. 7. Members. The Corporation will not have members. 8. Disposition of Assets on Dissolution. Upon the dissolution of the Corporation, and after all of its liabilities and obligations have been paid, satisfied, and discharged, or adequate provisions made therefor, all of the Corporation's remaining assets shall be distributed to one or more organizations that are organized and operated exclusively for religious, charitable, scientific, or educational purposes within the meaning of Sections 501(c)(3) and 170(c)(2)(B)of the Internal Revenue Code. 57859474 9. Disaffiliation with PPFA. In the event of disaffiliation with Planned Parenthood Federation of America, Inc. or a successor organization ("PPFA") for any reason whatsoever, all requirements of the PPFA standards of affiliation in force at that time shall be complied with as to the disposition of medical records of health center patients, notification of patients, and discontinuation of the use of the name"Planned Parenthood." 10. Limitation on Liability. To the fullest extent permitted by the North Carolina Nonprofit Corporation Act as now in effect or as it may hereafter be amended, no person who is serving or who has served as an officer or director of the Corporation shall be personally liable to the Corporation for monetary damages for breach of duty as an officer or director. No amendment or repeal of this provision, nor the addition of any provision to these Articles of Incorporation inconsistent with this provision, shall eliminate or reduce the protection granted herein with respect to any matter that occurred prior to such amendment, repeal, or addition. 57859474 (200-1-900365 - - __. SOS1D:0115077 r Date Filed: 6/29/2007 12:05:00 PM State of North Carolina Effective: 7/1/2007 Department of the Secretary of State Elaine F. Marshall North Carolina Secretat, of State ARTICLES OF MERGER C200717900365 Pursuant to North Carolina General Statute Sections 55-11-05(a),55A-11-09(d),55A-11-04,57C-9A- 22(a),59-73.32(a)and 59-1072(a),as applicable,the undersigned entity does hereby submit the following Articles of Merger as the surviving business entity in a merger between two or more business entities. 1. The name of the surviving entity is Planned Parenthood Health Systems, corporation,[X]nonprofit Inc.a(check one)[l corporation,[l professional corporation,[]limited liability company,[] limited partnership,[]partnership,[]limited liability partnership organized under the laws of North Carolina(state or country). 2. The address of the surviving entity is: Street Address 100 South Boylan Avenue City Raleigh State North Carolina Zip Code 27603 County Wake_ (Complete only if the surviving business entity is a foreign business transact business or conduct affairs in North Carolina.)The mailingaddress that fs not authorizednfro business entity is: of the surviving foreign statement of an sub . The Surviving foreign business entity will file a y sequent change in its mailing address with the North Carolina Secretary of State. 3. For each merging entity:(fjmore than one.complete on separate sheet and attack) The name of the merged entity is Planned Parenthood of the Blue Ridge,Inc.,a(check one)[l corporation, nonprofit corporation,[I professional corporation,[]limited liability company,[ limited partnership,[l partnership,[I limited liability partnership organized under the laws of Virginia(state or country). 4. If the surviving business entity is a domestic business entity,the text of each amendment,if any,to the Articles of Incorporation,Articles of Organization,or Certificate of Limited P the Plan of Merger is attached. artnership within 5. A Plan of Merger has been duly approved in the manner required by law by each of the business entities participating in the merger. 6. These articles will be effective upon filing unless a delayed date and/or time is specified: These articles shall be effective on July 1,2007,at 12:01 a.m. This to day of June,2007. Planned Parenthood Health Systems.Inc. of'Entity NOTES: Walter W.KIuEns er PresiJena d a Q I. Piling fee isSSO for For-profit entities �'Pp or Print Name and Title 2. Filing fee is$25 for Non-profit entities. 3. This documem oust be filed with the Secretary of State. Certificate(s)of Merger must be registered pursuant to the requirements ofN.C.O.S.Section 47-ILI (Revised Sephssber 2005) CORPORATIONS DIVISION P.O.BOX 2%22 (Form RE-15) RALEIGH.NC 27626.0622