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Home My WebLink AboutMiscj Form WA-5 (6/76) CommItment Face Page File No.: NCS-395395-WAI COMMITMENT FOR TITLE INSURANCE Issued by FIRST AMERICAN TITLE INSURANCE COMPANY First American Title Insurance Company, herein called the Company, for valuable consideration, hereby commits to issue its policy or policies of title insurance, as identified in Schedule A, in favor of the proposed Insured named in Schedule A, as owner or mortgagor of the estate or interest covered hereby in the land described or referred to in Schedule A, upon payment of the premiums and charges therefor; all subject to the provisions of Schedules A and B and to the Conditions and Stipulations hereof. This Commitment shall be effective only when the identity of the proposed Insured and the amount of the policy or policies committed for have been inserted in Schedule A hereof by the Company, either at the time of the issuance of the Commitment or by subsequent endorsement. This Commitment if preliminary to the issuance of such policy or policies of title insurance and all liability and obligations hereunder shall cease and terminate six (6) months after the effective date hereof or when the policy or policies committed for shall issue, whichever first occurs, provided that the failure to issue such policy or policies is not the fault of the Company. This Commitment shall not be valid or binding until countersigned by an authorized officer or agent. IN WITNESS WHEREOF, the Company has caused this commitment to be signed and sealed, to become valid when countersigned by an authorized officer or agent of the Company, all in accordance with its By-Laws. This Commitment is effective as of the date shown in Schedule A as "Effective Date." First American Title Insurance Company 4.vw c/ y"~,f----. President ·U~ By: Attest: IJ1 u.l. "-~ Secretary By: ~T ~ Countersigned First American Tltfe Insurance Company Form WA-5 (6/76) Commitment File No.: NCS-395395-WAI Page No.1 To: ~ ,,;>os f; JoI I ~ ~~.(#' First American Title Insurance Company National Commercial Services 818 Stewart Street, Suite 800, Seattle, WA 98101 (206)728-0400 -(800)526-7544 FAX (206)448-6348 Mike Cooper (206)615-3107 mcooper@firstam.com Padfic Real Estate Partners 225 108th Ave NE, Suite 550 Bellevue, WA 98004-5783 Attn: Mark Flippo SCHEDULE A Vincent Nguyenpham (206)615-3267 vnguyenpham@firstam_com File No.: NCS-395395-WAl Your Ref No.: 701 Southwest 34th Street, Renton 1. Commitment Date: April 29, 2009 at 7:30 A.M. 2_ Policy or Policies to be issued: AMOUNT PREMIUM TAX Standard Owner's Coverage $ To Follow $ To Follow. $ To Follow Proposed Insured: To Follow 3_ The estate or interest in the land described on Page 2 herein is Fee Simple, and title thereto is at the effective date hereof vested in: Renton Partners LLC, a Washington limited liability company, as to an undivided 75% interest, and Northwest Co-Investment No.6, LLC, a Washington limited liability company, as to an undivided 25% interest, as Tenants-in-Common 4_ The land referred to in this Commitment is described as follows: The land referred to in this report is described in Exhibit "A" attached hereto. First American Titfe Insurance Company \ Form WA-5 (6/76) Commitment LEGAL DESCRIPTION: EXHIBIT 'A' File No.: NCS-395395-WAI Page No.2 LOT 8, BLOCK 5, BURUNGTON NORTHERN INDUSTRIAL PARK RENTON II, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 111 OF PLATS, PAGES 42 THROUGH 44, INCLUSIVE, IN KING COUNTY, WASHINGTON. First American Title Insurance Company Form WA-5 (6/76) Commitment SCHEDULE B -SECTION 1 REOUIREMENTS The following are the Requirements to be complied with: File No.: NCS-395395-WAI Page No_ 3 Item (A) Payment to or for the account of the Grantors or Mortgagors of the full consideration for the estate or interest to be insured. Item (B) Proper instrument(s) creating the estate or interest to be insured must be executed and duly filed for record. Item (C) Pay us the premiums, fees and charges for the policy. Item (D) You must tell us in writing the name of anyone not referred to in this Commitment who will get an interest in the land or who will make a loan on the land. We may then make additional requirements or exceptions SCHEDULE B -SECTION 2 GENERAL EXCEPTIONS The Policy or Policies to be issued will contain Exceptions to the following unless the same are disposed of to the satisfaction of the Company. A. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. B. Any facts, rights, interest, or claims which are not shown by the public records but which could be ascertained by an inspection of said land or by making inquiry of person in possession thereof. C. Easements, claims of easement or encumbrances which are not shown by the public records. D. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by public records. E. (1) Unpatented mining claims; (2) reservations or exceptions in patents or in acts authorizing the issuance thereof; (3) Water rights, claims or title to water; whether or not the matters excepted under (1), (2) or (3) are shown by the public records; (4) Indian Tribal Codes or Regulations, Indian Treaty or Aboriginal Rights, including easements or equitable servitudes. F. Any lien, or right to a lien, for services, labor, materials or medical assistance theretofore or hereafter furnished, imposed by law and not shown by the public records. G. Any service, installation, connection, maintenance, construction, tap or reimbursement charges/costs for sewer, water, garbage or electricity. H. Defects, liens, encumbrances, adverse claims or other matters, if any, created, first appearing in the public records or attaching subsequent to the effective date hereof but prior to the date the proposed insured acquires of record for value the estate or interest or mortgages thereon covered by this Commitment. First American Tltle Insurance Company Form WA-S (6/76) Commitment SCHEDULE B -SECTION 2 (continued) SPECIAL EXCEPTIONS File No.: NCS-395395-WAl Page No.4 1. Lien of the Real Estate Excise Sales Tax and Surcharge upon any sale of said premises, if unpaid. As of the date herein, the excise tax rate for the City of Renton is at 1.78%. Levy/Area Code: 2100 For all transactions recorded on or after July 1, 2005: • A fee of $10.00 will be charged on all exempt transactions; • A fee of $5.00 will be charged on all taxable transactions in addition to the excise tax due. 2. General Taxes for the year 2009. Tax Account No.: Amount Billed: Amount Paid: Amount Due: Assessed Land Value: Assessed Improvement Value: $ $ $ $ $ 125381-0081-06 54,093.25 27,046.63 27,046.62 1,877,800.00 3,541,100.00 3. Restrictions, conditions, dedications, notes, easements and provisions, if any, as contained and/or delineated on the face of the plat of Burlington Northern Industrial Park Renton II recorded July 24, 1979 under Recording No. 7907240890 in Volume 111, Page 42, in King County, Washington. 4. Easement, including terms and provisions contained therein: Recording Information: February 8, 1982 under Recording No. 8202080435 In Favor of: The City of Renton, a municipal corporation For: Underground utilities Affects: as described therein 5. Easement, including terms and provisions contained therein: Recording Information: June 24, 1983 under Recording No. 8306240522 In Favor of: Puget Sound Power & Light Company, a Washington corporation For: Electric transmission and/or distribution system Affects: as described therein 6. The terms and provisions contained in the document entitled Agreement, executed by and between Trillium Corporation, a Washington corporation and The City of Renton, a Washington municipal corporation, recorded June 24, 1992 as Instrument No. 9206241804 of Official Records. 7. The terms and provisions contained in the document entitled Wetland Mitigation Bank Agreement, executed by and between The City of Renton, a Washington municipal corporation and Glacier Park Company, a Delaware corporation, recorded June 24, 1992 as Instrument No. 9206241805 of Official Records. Rrst American Title Insurance Company Form WA-5 (6/76) Commitment File No.: NCS-395395-WAl Page No.5 8. The terms and provisions contained in the document entitled Agreement, executed by and between Triple Crown Properties I, L.L.c., successors-in-interest to Running Bear, Inc., a Missouri corporation and The City of Renton, Washington its successorS and assigns, recorded September 11, 1995 as Instrument No. 9509110596 of Official Records. 9. Covenants, conditions, restrictions and/or easements: Recorded: September 11, 1995 Recording No.: 9509110597 10. Easement, including terms and provisions contained therein: Recording Information: April 29, 1996 under Recording No. 9604291078 In Favor of: The Oty of Renton, a municipal corporation For: Public utilities Affects: as described therein 11. Deed of Trust and the terms and conditions thereof. Grantor/Trustor: Northwest Co-Investment No.6, LLC, a Washington limited liability company, as to an undivided 25% interest, and Renton Partners LLC, a Washington limited liability company, as to an undiVided 75% interest, as tenants in common Grantee/Beneficiary: KeyBank National AssOCiation, a national banking association Trustee: Chicago ntle Insurance Company Amount: $3,225,000.00 Recorded: July 7, 2005 Recording Information: 20050707001640 According to the public records, the beneficial interest under the deed of trust was assigned to Wells Fargo Bank, N.A., as trustee for the registered holders of J. P. Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-LDP4 by assignment recorded March 13, 2006 as Recording No. 20060313001478 of Official Records. , , 12. Assignment of leases and/or rents and the terms and conditions thereof: Assignor: Renton Partners LLC, a Washington limited liability company, and Northwest Co-Investment No.6, LLC, a Washington limited liability company, as tenants in common Assignee: KeyBank National ASSOCiation, a national banking association Recorded: July 7, 2005 Recording Information: 20050707001641 13. Assignment of leases and/or rents and the terms and conditions thereof: Assignor: KeyBank National Association, a national banking association Assignee: Wells Fargo Bank, N.A., as trustee for the registered holders of J. P. Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2005- LDP4 Recorded: Recording Information: March 13, 2006 20060313001477 First American Tttle Insurance Company \ Form WA-5 (6/76) Commitment File No.: NCS-395395-WAI Page No.6 14. A financing statement recorded July 7, 2005 as Recording No. 20050707001642 of Official Records. Debtor: Renton Partners LLC Secured party: KeyBank National Association According to the public records, the security interest of the secured party was assigned to Wells Fargo Bank N.A. by document recorded March 13, 2006 as Recording No. 20060313001476 of OffiCial Records. 15. A financing statement recorded July 7, 2005 as Recording No. 20050707001643 of Official Records. Debtor: Northwest Co-Investment No.6, LLC Secured party: KeyBank National Association According to the public records, the security interest of the secured party was assigned to Wells Fargo Bank N.A. by document recorded March 13, 2006 as Recording No. 20060313001475 of Official Records. 16. Any question that may arise due to the shifting and/or changing in the course of Spring Brook Creek. 17. Rights of the general public to the unrestricted use of all the waters of a navigable body of water not only for the primary purpose of navigation, but also for corollary purposes; including (but not limited to) fishing, boating, bathing, swimming, water skiing and other related recreational purposes, as those waters may affect the tidelands, shorelands or adjoining uplands and whether the level of the water has been raised naturally or artificially to a maintained or fluctuating level, all as further defined by the decisional law of this state. (Affects all of the premises subject to such submergence) 18. Evidence of the authority of the individual(s) to execute the forthcoming document for Renton Partners LLC, a Washington limited liability company, copies of the current operating agreement should be submitted prior to closing. 19. EVidence of the authority of the individual(s) to execute the forthcoming document for Northwest Co-Investment No.6, LLC, a Washington limited liability company, copies of the current operating agreement should be submitted prior to closing. 20. Title to vest in an incoming owner whose name is not disclosed. Such name must be furnished to us so that a name search may be made. 21. Unrecorded leaseholds, if any, rights of vendors and security agreement on personal property and rights of tenants, and secured parties to remove trade fixtures at the expiration of the term. Rrst American Title Insurance Company Form WA-5 (6/76) Commitment INFORMATIONAL NOTES File No.: NCS-395395-WAI Page No.7 A. Effective January 1, 1997, and pursuant to amendment of Washington State Statutes relating to standardization of recorded documents, the following format and content requirements must be met. Failure to comply may result in rejection of the document by the recorder. B. Any sketch attached hereto is done so as a courtesy only and is not part of any title commitment or policy. It is furnished solely for the purpose of assisting in locating the premises and Rrst American expressly disclaims any liability which may result from reliance made upon it. C. The description can be abbreviated as suggested below if necessary to meet standardization requirements. The full text of the description must appear in the document(s) to be insured. Lot 8, Block 5, Burlington Northern Industrial Park Renton II, Vol. 111, P. 42-44 APN: 125381-0081-06 D. A fee will be charged upon the cancellation of this Commitment pursuant to the Washington State Insurance Code and the filed Rate Schedule of the Company. END OF SCHEDULE B cc: Mark Flippo, Pacific Real Estate Partners Rrst American Title Insurance Company Form WA-S (6/76) Commitment 1 ... M f': If I .~ First American Title Insurance Company National Commercial Services COMMITMENT Conditions and Stipulations File No.: NCS-39539S-WAI Page No. B 1. The term "mortgage" when used herein shall include deed of trust, trust deed, or other security instrument. 2. If the proposed Insured has or acquires actual knowledge of a defect, lien, encumbrance, adverse claim or other matter affecting the estate or interest or mortgage thereon covered by this Commitment, other than those shown in Schedule B hereof, and shall fail to disclose such knowledge to the Company in writing, the Company shall be relieved from liability for any loss or damage resulting from any act or reliance hereon to the extent the Company is prejudiced by failure to so diSclose such knowledge. If the proposed Insured shall disclosure such knowledge to the Company, or if the Company otherwise acquires actual knowledge of any such defect, lien, encumbrance, adverse claim or other matter, the Company at its option, may amend Schedule B of this Commitment accordingly, but such amendment shall not relieve the Company from liability previously incurred pursuant to paragraph 3 of these Conditions and Stipulations. 3. Liability of the Company under this Commitment shall be only to the named proposed Insured and such parties included under the definition of Insured in the form of Policy or Policies committed for, and only for actual loss incurred in reliance hereon in undertaking in good faith (a) to comply with the requirements hereof, or (b) to eliminate exceptions shown in Schedule B, or (c) to acquire or create the estate or interest or mortgage thereon covered by this Commitment. In no event shall such liability exceed the amount stated in Schedule A for the Policy or Policies committed for and such liability is subject to the Insuring provisions, exclusion from coverage, and the Conditions and Stipulations of the form of Policy or PoliCies committed for in favor of the proposed Insured which are hereby incorporated by references, and are made a part of this Commitment except as expressly modified herein. 4. Any claim of loss or damage, whether or not based on negligence, and which arises out of the status of the title to the estate or interest or the lien of the Insured mortgage covered hereby or any action asserting such claim, shall be restricted to the provisions and Conditions and Stipulations of this Commitment. First American Tltle Insurance Company Form WA-5 (6/76) Commitment The First American Corporation First American Title Insurance Company National Commercial Services PRIVACY POLICY We Are Committed to Safeguarding Customer Information File No.: NCS-395395-WAI Page NO.9 In order to better serve your needs now and in the future, we may ask you to provide us with certain information. We understand that you may be concerned about what we will do with such information particularly any personal or finandal information. We agree that you have a right to know how we will utilize the personal information you provide to us. Therefore, together with our parent company, The First American Corporation, we have adopted this Privacy Policy to govern the use and handling of your personal information. Applicability This Privacy Policy governs our use of the information which you provide to us. It does not govern the manner in which we may use information we have obtained from any other source, such as information obtained from a public record or from another person or entity, First American has also adopted broader guidelines that govern our use of personal infonnation regardless of its source. First American calls these guidelines its Fair Information Values, a copy of which can be found on our website at www.firstam.com. Types of Information Depending upon which of our services you are utilizing, the types of nonpublic personal information that we may collect include: • Information we receive from you on applications, forms and in other communications to us, whether in writing, in person, by telephone or any other means; .- • Information about your transactions with US, our affmated companies, or others; and: • Information we receive from a consumer reporting agency. Use of Information We request information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated party. Therefore, we will not release your information to nonaffiliated parties except: (1) as necessary for us to provide the product or service you have requested of us; or (2) as permitted by law. We may, however, store such information indefinitely, including the peliod after which any rustomer relation~ip has ceased. Such information may be used for any internal purpose, such as quality control efforts or rustomer analysis. We may also provide 'all of the types of nonpublic personal information listed above to one or more of our affiliated companies. Such affiliated companies include financial service providers, such as title insurers, property and casualty insurers, and trust and investment advisory companies, or companies invofved in reat estate services, such as appraisal companies, home warranty companies, and escrow companies. Furthermore, we may also provide all the information we collect, as described above, to companies that perform marketing services on our behalf, on behalf of our affiliated companies, or to other financial institutions with whom we or our affiliated companies have joint marketing agreements. Fonner Customers Even if you are no longer our rustomer, our Privacy Policy wilt continue to apply to you. Confidentiality and Security We will use our best efforts to ensure that no unauthorized parties have access to any of your information. We resbict access to nonpublic personal information about you to those indMduals and entities who need to know that information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy and First American's Fair Information Values. 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C'-"'-'. ,rs .....,CE~S.)il, "".:. ," ;"'5. ,t.O< "",otE~"Il>'>: 5i-<AL" ~£~S·:~~~:~~:~·~1~5.f ... ~~~!Z:~~~~,~r;~'s~~~,~ ~r5 ~T ","'!lOVED "'L1)<,~ s,~ MQ"Tt<~· Of &;'0A:>w!.. , ... ..;&~~·ec~;..; "',u..i1£ M'rt/R(l5EEOEO •. ~ / .. . ',' .'.:.::: ~:., .. .. .. .... ... .. 111-43 BURLINGTON NOR IND PK RENTON····D, .. ..... , Section 30. iwp -"23 N, R 5 E. W M Section 25, :.:' Twp 23'N~. R 4 E W M "'::'- --' ~------~----::--. ;~ ~ -,---,-__ . L'~/4 .. w "~<'~_,~~~_~~:;;~.;;~. :--~:-:::---~--. s.w. 6--" <c. CI7jY o~. ". -\ '-.. - .... : .. : .. :~.~)~ ... ~E L~':;' ~'" INC. Sl!off{, IftIsl'lf bn "<:'" "'::., -.-, , . .. :\ ·····:::c, lAMBERT GRfD NORTH ZONE SHEET ~ of .2. BURLINGTON NOR,IND PK Section 30~ .. · Twp 23'·:"IJt,. R5 E WM Section 25/ Twp 23 N, .... R. 4 E W M ':'.:-.. RENTON A ~'~"~CHC"Hr ..... u """,."". "'T • ...", • ..". 'Ole,,,,,,,,,,, ". ... """'" ... _r.".-_ ....... ",-'" "'" C''''''-'' HM"'" .~,~ ,,,," ,_5 -.: C"rEO<_ ,,"""""5'; .... ~ .. 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'1 ':1 nnp~'It::t r'r-r:, ....... ,t i nl'l, het'p.in:tft(!T c<lllod f~n'"tar, '01" ~lId tn cf"ln:o.h'l"",,,ti"l1 of "fpn .'In(. ~:Oo/lnf\ "I"Th-~ (~1.!).OIl) to it ~,1i(1. -m\(1 th(> ~,~rce:6ent"" h,ere:in Cf\nt;lJIlp.t'. \!I"I."<'; hl'rrl>:' n."nt ff'< the tT1V.OF ~f:Nm'l, :l J'lt1n1chl:d corrnratlon, 11p.l"('innfte" (":11f '(~ f;r;l."',l'~. :- "utility-easenent rO,,"m..!oTr~mrl t11:"11ric:;; tltrnlr~h. lm.~·-nn" ,lnn(" Iht" f'ollofiin¢" ite~c:thcd ·prr .... hll"C'I sttt,.,tl"d ill I:tn j : ("nllRt,·, !'!:t'lihlnrt"ln: The ()utCl' ten feet of :t1J Jou ... ~ .-e;,SUlTr! 11'1( ... 11('1 with and 1t ripht ;mp.lc::; and mrli."l1v tP nIl ,..,,,rr. f'rnnt:!:«"!; in Rlock .. 5, 6, 1,' .It mlf1 f:l I'If !;1.,.ltnr.t"!1 NOT '11d Pk Penttl"Tf, :"~ rccflrdf>d In ~'ntll""p III t PIlBr.s .oil "to' 44, 't::tn'!' fmmty 118'C'o~'~. 1hh r)!1~oretlt i~ !'I,"l,.tc :\uhl<>C':t to ::n .... ll!'j"In t;:1l"' ~.'I,..;fnr e:'("r("<:~ conditioll:!;: 'I1\e Grnfltor, for hseJr and it~ "U'CCClS~"'U Anti ;I:S51::n", N!~l'''VI .. t; :til rir,hts ·to !I$C til(' property hcr"lnt;('!fnorr cl<!lJ:c"rihr,1 f .. r :ln~' :11W :I' 1 PHto'~("s WhilUaoveT not intM~htent 'fith the t"I,.~r.r.t'nt hC'!rPlw rrS!1't.('.1 whpn d("(''''e,1 nacessDrY'nr omedit'llt to tho' r.l":mtUl'~ Pt:-hr .. ro!ln~\.,.d :":h:tll be "',., l!;feTt"I-:,..1 ~s·not··to,·tb~:lr.<';01' i':lttrfr.re .. ·ith:'tJ::t' (!'ISO".or.t :s::;; .,h;:-,"'f'\ df'f!nf'.!, .. ,,:~:'" "e:tSf:ft8Ilt·js sub.tect t4? ilJl·e:.:lstinr,:inttre~t~ nf thint '~.1TtI~o( In <:;lIif! 11m·.,. ... I\· of 'any kind 'or n_ttu"o ~h:\tSOP"~T' 'nnrl <tnv m.t!· "II eltt(l-n~ J~p~' of' Ten("\t" 1< thereof • 'This ·tn~f"ll"'Cnt ·tines Mt I"rnnt nr C"Il\'<'Y i'"ttI" tIll' f;rnnte"·t'ny l'f!"htt' 6r titl~ to the ~lI1"(aco flf' the ~nil "ltui ·tl1(" rnUw nf ":I!d ,HI<:;to"'tnr f'xct"nt f··f -·too tltlT'pMC nf Inytny. ~rfnwnt·iM.prictinr, rc~a"Y'inl! nlhl N'''''1(":'tn~ !II ,,'.1 j'rin .. . :tios" 11! ~~·G"\'dntoe·'!I;;hiU·l'rntect and st\,'t!"hQ"",lc!t~ tit.,. Cdatn't' ""4111' nnY' ~ftd :'.11 etlt"bts.-dolltimd .. , "')'()~.s, ·-!-d~llnr.o ~~""!II~ imd 1f RhU I r.y."", ~W!TY ·ttn(1 ,.n,1 ·de~.c~f!~~.'ihc"1~kt~n~~.l ·ih"jt1J·~-·And .. fo.,. ·MY CL1'l1re rn'nr'ln~~ 'j')T Mlt'f\ictliOn.n( ntfttjlWty -wHatsoevor '~uffeted' hy' the GMnt<"l'l", 1u h~t n. "15uc:'l!e5~rS ··JlM "A.dt~5;""'o,. ·by· MY pC""'SI)JI~ J;; f1 tins' ~n., "r.n.,.,n1"nU-M1l; bC'~'J!IIe o( "'the"(!6ftst'-fflct'ftm':miftinT p'l'Ithtemmcc';'nf"' ,:lid 'fAd 1-1 tif'~" 'IV l .' '. 1 __ ti~_· _ . ___ •• _ _ ........... _ , I. .... -, I i i ; l • --, . STAlE Of MI~t'ESOrA ) )S< • (auraty of RdIR54.'.Y ) 0" this 3tr. ddyof ,-,,,.Hlrrr • 19U; h~ton! PIl', ·person.,,!')" appedred F. L ryil)tlc!l dud ", .1. ~lr,yiT· t.o me know(t.t;,·[l<! ·fh(l' vil~e Pr'!5Idlml .11'" A~sl5bllt Secret.,t'") I)f 'G"Ir;."c""""c"".'jr.,."r"kc-1'i."'odlpan.'l. t.he corpor ilt ion ·tlHl ex etut elJ tin' \11 t hill .Ifld , 'Jrf~rJf} I R9 . "inslr'Jlffent, and 3clcoowledged sdid 1nst!"l1l1ellt tu he the t··4~l· olnrJ ""lulll""1 ~(" . and (lL"td'l)( s.lld G'dc,er Parle (l)InpilfiY. for :fhe u~,?·~ .uu' IJUl'prJ'.l!~ till~ .. €"tn ;nentioned, "nd ai' o6th st.ated thdt.·th~y ~~rr. dl'thIJrll~d tu c"(cr.lI~.e tho -taid ··jusfrlJllent anrl·tlHt tilt" scal .affl;1Ctfl i'i lht; c:orpot.,re-"~dl <Jf <;,jj(J Gi4r.1l!" I>.",,,. COfDOanv. . H~ ·~I rNESS WHfREOF. I ha,,;t het·eul1UI sel Illy hillld !lId 'Jtfl,(e4 dll offielal scal the dilY 6nd ted)" Idsl atJOve Wf'if.t.eIJ. ".' : ...•. ) ... ; ; ..... , ,... ~ ... ;:..::., .... ~ .. ;:;;: : , • _1 r)" nits! 1 n-,vi' .. 5 we beU' b;it -, , .... • ._-.. ,.i..._,- ) ~-. 7 I . . :':,. -~ "':::, . !:-~ . 1 • • "t -~ .. ~~ ---.. -... --.----------_. TIle .... t .... fMIILllIITOII JIOIITHERII RAlllIW! PROP£ItTiES lit •• a I)@I __ corporation. ~Iaaft ... call'" " .... " f ... II1II In c_l_atIM of Teo II1II 110/100 Doll .. s (no.OO) to It paid • ..., the ._ts ..... eta contll-.... does ..... ..., grant to /IUIET SOUID POIER • lIatT CIIIPAIIl. I lIa.lllngtoa _poratl ... herelaaftll' caned OQ-.. tee." I Jtllity ~I_t f ... _91'_ atlliths tIr ...... _ ... II.., the foll""'", described ... _Ises .Itooated to II", c:o.ty ....... 1 .... ' TIle GIltii' teo fHi of all lot. as MlSIII'd p .. al'el "ltII ... at 'Itht .... 1" .. d ,lIIlall, to 111 ,old f ... tages In 8locl's 5. 6. 7. _ 8 of .,lIngton IIor I"" PI! .... ton II. IS ,ecorded In ling Coullt, lec..-ds 7-24-79. ¥oi_ III. Pages 42-44. This ~_ I •• lIIe .object to II1II _n the fonowlng express condlttOR': I TIle .... t .... f ... Itself .... Its succossar • ..., ISS"" •• 'e..,," all , ""ts i. use tile 1I'0pertl herollbefore .so-Ibed f ..... , .... 111 .... ""_ 1IItat-_ not "'COR.Istent "'til tile e_ ...... , ,. .. ted _ .... _., or ' ...... _ to tile .... tar. RltIIt. re __ ....... 11 be so ... erel ..... IIOt to ... or I.terf .. ~ "'til the e_t IS IIloIe defined. TIIts._ Is s-.. < ject to all e;;lstl", laterests of tIIlnI prths • said ....,.,tlof fII1 t ... or, lIIt .. e "'at_ .... .., .... 11 _.I0Il. or ,_Is thereof. II ... .tee slNl: ..... t ... ,ipt to construct. operate. _Intaln '..-Ir • repl_ ...... lrge ............... electric tr •• ts.loo MidI ... dlstraioi .. SISta: ...... Ift_ tbe ',,"-of..., together "'til all nee"sarl or _tooot 1IIPWteII-t ...... for. ""ldlU)' loci_ bat are lICIt 1.lted to tile foil_I..,: ........ .... CGIIdults. c.l ... c_tcatlOll 11 ... ; 'lIltS. _1101 ... soIttlIes • ... tr .. sf_s; ... s_I-bwled or gr~ _ted facilities. Fon_l", the initial _strlCtion of Its facilities ..... tee -I frca tIM to tIM _oct .a Iddittonal facilities as It U)' ._lre. m 1 ...... "'. 8, accepting IIId recordl", tilts .a_ ..... t .. .-s to 1 __ lfl ... IIOld hareles ..... tar fr •• , IIId .1' cll* f. 1,q.,les and/or d ..... suffer" 11,.,,..._ .. Ido.., H clUHd bl the 4lr.tee's _else of the rlgllts herela gr.ted; ... ""Ided. that .... t ..... an not be • ..,..ale to . ....tor fGIr ., Inj.,tes MdI ... d ..... to ., ,..._ c ...... III acts ... calssl_ of ... ant .... IY TIle .1gIIts and oblt,lttonS of tile parties "'111 lo .... e to tile ....,tt of ..... IIlndl., ... their mpeett .. succes .... s ... assl", •• y Tbe .lgIIts herel ...... ted sha 11 conti... lilt n such t _ IS "' .. tee ce .... to use tile .lgIIt-of • ..., f .. I perl .. of tllree (3) "'s. III ""tell _ tills __ ot .... n ~1.1te _ .n rt,tots her_ .... n ..... t to ".tar. "'O'II~ that 110 ...... Int .... n be ...... to h_ octllTlII II" rea ... ., "'antee's fan ..... to iAitllll, Install Its faclltt les 011 tile .Ight-of_" "'!hie '" ... , .. of t_ fr. tile 4iW hereof. ..",....coI 05 cg,drl CldU C ' .F' , _ ....... 1 ALEO FOR R£COIIO AT llEOUar ~ P\JGET POMII REAL OSTAlI! DI .. ,JIOII ruGET I'OMIIIUIIL IIILLlWI. ___ - , " t I • i.' . ..1." • ,;..,' .~-. . '. • .J I. IIIIlIESS jjHfqCOf. tM pitt les ..... et. hove .. Kllted this ogr_t fft duplicate this 25th dAy.f March • 1~S3. ACC.'T£D, PUlET SOIJIII f'OII£lI , LlIiIIT CCIIPM1' 8lII1I116T~ arllEn RAIUIMD PIIOPERTIES IIC. d., of _"!!!"~r~c~h,-____ • 1983. bef_ .... R.~. lIo.t. "'''"",,,-Asslst .. t Sec •• h., of .... lIagtoo Mort .... RAilroad ~ttes lac •• tho CGtporattc. that lIIeclltell tho wlthl. _ far.,.l", IeUr_t. .... iCb .. ledged said Instr_t to be tile free _ yol .. tll7 .:t ond deed of Slid arlington MortMrA lo11road Properties J.IIc •• far tho .............. poses therein _I ....... IIId .. oath stlted thot the)' ..... ntIIorlzed to execute tM Slid iftstr....t _ that tho sui affixed I. tho __ ate _I of .. Id ... lIogt .. Iorther. Ioll.oed Properties be. II WITlESS 1HIIfIIF. I h_ "... .. to set ., b_ IIId affued ., .ff1cl~ ...1 tho • ., ..., )ll!r lut_ ... Itten. 2 :..,.J 7JMM::J'.~~~::='·':-irr:;,:.:' :M:-:':':::'~!:' ===:::' ==. :':' rr~' :.~-=:_=~S;:. :,':.-=~. ,~.~.: .. : .. ~.~-..,:,.::::~.:::::,.,~.,~.~. _:'~'..u= __ . ',_' ~....,,,. =.-.," '0 I I I . . , :.~ .. .,. " I· k - - , iii ,-.... I': , .. , I I , , ........ ,. .. .:"'" ·~i~i·,>·· . :~\' ."" ~'i"" 1 . • .'; .. ...... 0012. 7 ... 111'711 7 ;0 ........ --..... _-------------------_. ----_ • . ' . THts ACRBEHltN'r 1a entered into this ~ day of * Z ( 1992 by and netween TRILLIDM CORPORATION, II wa8hin9t~ corporation (-Trillium"), and the CITY OF RENTON, II W4ahin9t0n municipal corporation (the ·City·). T~llliuc 18 the owner of certain parcels of real p~oper~y locatod in tbe City or Reaton and more particularly described on Exhibit A attached hereto and incorporated berein by this reference (the parcels A~e herein_fter refer~ed to ipdivldually aB the 'Parcel-or collectively 4S tbe ·Parcels"). The parcels were acquired from GlAcier Park Company, II Delaware corporation ("GPC·). GPC haa posted • bond with the City in order to assuro the aon8truct1on of certoin sidewalk aad landscaping improvements in conjunction with tho development of the Parcela. GpC i, in tAe proceSI of liquidating ita •• aeta and dissolving as a corporation. In order to provide for the release of GPC from the obliqations of the bond po.ted by it, and in order to assure the City that the landlcaping and aidewalks are constructed in conjunction with the developaent of the Parcele, the partie& agree: 1. As owner of the parcela, Trillium covenants that prior to tbe issuaDce of the first certificate of occupancy for a d.velo~nt on any of the parcel., the then owner of the Parcel ahall ia.tall aloDq the street frontage of the Parc.l .idewalks and landaceping between the sidewalks and the curb in accordance witb City standards. The Clty .ay withhold tbe certificate of oeaupancy lIntil the aidewalk. aad landacapia.g are in.stalled.. 2. Upon e.ecdtlon. of tbla Agreemeot, the City .ball relea.e GPC from any Obliqatlonl under Contract BoDd ao. 'OOHN 155' i. t~ • .., •• t of $571,000.00, dated February 13, 1987 add l.aued by St. Paal Pire and Karine Insurance Company. 3. Thi_ agreeauDt and the cOV4tl\&ote contained berein .ball run. with the land end .hall be binding upon the .ucce •• or. and aseign. of Trillia •• 4: • 'l'bla agreement lIle,. not bo uended by tbe partie. ucept in writing. S • Tble agreement ehall ~ governed by and con.trued in accordanc. with the 1 ... of the .tate of wa.biDQton. DATED aa of the date flrlt •• t forth abov •• FIU!D POll IIICOIID AT REQ('!",,'" 0' 'lRANSAMERlCA mu II\~I·:.' ',::CIiCO. 320 1_ Av<, "E eo. BOX 1493 L ....... ""-J T1tILLIIJll COItPORATIOX, a a •• hl.Qt •• corporation 7 I 7 i!! l' ~ 4 ~ i ~ ~ • 11 "' II ~ ~ ;, .' • • • i I , j .1 ; I '<t 'I 0 <Xl '<t , N ! ~ ! N <1' • f1np;(~ ~·;'M;r .. , ,. _._.. . __ .' Cit!t" Clerk AS TO FORK: U6JIUoU4 OMI6/91 .f"., .~ ". :1, , , . -2 - I ~ .' , I , , STAr~ DF WASHINGTON w/lQ"'''' COtnrrT OF.AHfS ••• OD thh day penooal1y appeared before IJ.8 lli1vi/.1 p, S~1f ==;-.=--:,===' eo ... known to be the HtSidAAf :. of t-aI~iu1i a~aA~tON, ~G. corporation that OX.Cd~ed ~he .~tbIn and !oregoiaq instrument, and acknowl&dqed the ssid instru.ent to be the fr.. and voluntary act aDd deed of .aid corporation, for the u... and purpose. tbere1n .. ntioned, aad OD oath .tated that b. 1. authorized to execute •• ld inatru •• nt and tb.t the ... 1 affixed, if any, i, the corporate •• al of eaid corporatioD. GIVEN under my hand and IUo( I 1992. STATE or WASHINGTON COIJII'l"C 0' UNG .a. IIOTAR PUBLIC in .ad =rr. ::: .. n' Stat f "., nqton, d:-.1cUO~¥!!".t':':1 i ".'" """, ,: tty coauaia8i n expire. ~ • . ... ' '-..... ~ ", ~ .......... . OIl tb18 day par.oully appeared before.. '1" Oee =::-c"",<::'-:-;n;=:~=--:' to.e kDOWD. to be the «1... of tbe cIty of ReDtoa, tb .... D1cl.pol corporation tii&t .,. ••• ted tho wlthi~ and for*90i~ i"atrua.nt, and ackDowledged th. .aid ill.tnaent to be the fr.. 4*1 voluJltary act Clod deed of .a1cl llUaicipal corporatioa lor the u_. and pvrpo... therein IMatiOGed, and on o.ath .t.ted tbet he b authorized to execute •• 1d iD.truaent. GIVBR under ., hand and offieial .e.1 tbl. ~ day of .:;r'W I 19'2 • .. . •.. r •• ILdl.,g at - 3 - -----------~--~ -~~~ - - " f ......... 51 __ 120(6) 'DAC'I J I • • • .lUI_IT A .. urr II ,. ILOCI I or ME.11IGTOIf IIDItRIU OIILLI. nmDStiJAL PARI: 0' RENTON .qIVIIIOII J. AI HI PLAT UCOJUJID ,1 'IOtUU la' or RATI. ,,,CU 11 AJID n, JllCOIIIDI or 11111 CGUlfnI ",...,.. 1M till ellY 0' _. COO!!!!Y lIP 11110. nAn til "'$11_, Soqutoee 120(5) . 1'IAC'I',II " /AT , I. _ I or _,10 __ Gltll.l. .. 1....,.101. ,/oM. ., AI"",,, DIYII,. " AI PO PLAT .1COItD!D J. VOUMI10il or nAn. ,ACIS 12 MID UI, bC:OfIDI Of 1110 COUIIT'I. ,AIOI) !.Or I or _ 'LA' 110. n.-n. AceGIIII'lIO TO ra 'IORT PLAT RICOIUI£D UIIOU 1110 __ DIG"'. ,'",._, DcaPT till IlOlI'III .40 .UT or lAID loOT " IALL 01 l'1li oUOYI ALSO _ AS !.Or • 01 CIT\' 01 _ 1.01' LINE AIlJI1S1IIEH'I 110. LJ.A-GII-II. llCOIDIII __ I. IO. '511_" "tIln II nil CITY ., ._. COUIITY or II •• .r4ft 01 1lAS8INGTOI, 6oaoonoo 120(21) _·.i 100II • ". • I' _ • 1/1 _____ IAL .AIIt Il1IIOII II. 41 .. PLAT ._ II _ III 01 run. _ 41 DIIOUGI ... __ _ 11._. _ 111ft TIl ..., III _ rlAT POtmOi • flO _ II NOT IAILIlOAD .IOIT ..... '. AI GlLIIlATID .... n ruT _INI ..... &on. AI AlLIHQUIIIIID __ 1.10. _II..." ntllft II III CITY or _. _ 01 .... ITAn OP _1_, ~ 120(1) I'W1' II LOrI I ••• , AlII I II __ I 01 .... _ IIOImIIII I_IAL , .. _ U. oW .. """ _ II _ 111 .. ""ft. 'oIG!II .. ra.JCII ... IIICIlIIIis .. u ..... , __ 11ft ftAr _'01 01 til ........ _ UI_ .rar ....... '. AI IILI __ .. UID PLAT ADJOIIII. adD LOTI ....... 1II1II1 ___ I. ID. _U"'" In.n n TIl CII'IIII _. _ .. 1111. mTl III wn_. I " • • ~ .... i I . i '''' .... .""-- . . f :'1 .' ... ! C3 • 1 ; II) . . 1 '<t N cg I N C7' I j ! ~ 120(4) _t. _, fOITlCIII or LOtI I _ • II I&OCIt , or Plot, or ..... 1 ...... _III I_IAL , .... _ II. AI _ .... II _ III Of .... n ..... U 4. ~ .4. _ or &1l1li.....". LYlIIG IIOIfI or TIl _1l1li DISCII.IEII LIDa Ia •• " 6" A POIIr. ,. lAIr ,. fII lAID I00I'1 nrdl 'In ani 0.·."34- un In.n PUT _ ----I 1'IIIICI ............ 1111' NIiU.I.IIt t'O ,.. ... .L'. or lAID tor ,~ ... IIIT_ or "N .• nn fir 111 un ~I. ,. _ •• _ ~ AID rn fDIIl_ Of IAII IUCII" URI \GOIIfiIII 111111 TIlT 1CIITf0ll CI' TIl nn til ." ".. _ II IGOr .. ,"-__ ..." ... , _IIIR lAID __ fOITICIII or .... __ , ..nCIII or HI IdT 1/1 or "111 _ 1,_...,,_1' _'I" MID Mr'CIII or 1m to .. IBIIQIII ___ 'R •. _11_. __ POIIT,. 1/1 tA .. UJr • "1 ~ '. __ 10 111 cln til _ fOIl mill __ .., ____ 11iS •• -.otOI AID AI C J'ID If __ ... Ill. 1t0l0.0.1I1 .I_ft II l11li City or _. COI1IIr1' or Ina. If Aft Of __ • s.-o 120(3) ftW:T "" • LDr , II __ , III -.1 ___ I_IAL ,.. _ II. ,. fa .... T _ .. _ III or Plot". _ .. _ .4. _ ,. aIR -.,. _ nAt ,.,.. or lAID UJr , .iI.A tII._ CI1'1' or _ ... _ , .. ,..1 If _. J' _ I' ( ... ID. ., n.fIJ. _ M COIIIICID ., ........ 11',. .... ' _11ft __ 1/1 or 111 _ ..... ..-_ .. _y _III" II 111 _. " 1IIomII'-__ ," D. _11_ . • I_ft II "til cln or _ • ..", 01 I'". If Aft Of __ • Seq. IN IO-ti I ----. -------- I i I :-= ·z I 8 ~ '" .. ~ -.. :,:j. i ,. I:! => , : .'~ I ! J I i J .. I , ; . t 'ot 0 <Xl -'ot C\I i8 C\I rr lEU!. DlSCllPTIOII i:J!Ir<J,I5O('1 1M • II! _ , '" -.1 __ ,_DIAL 'AU _ II. AS 'a ,ut .ICIlfI_ II _ 111 " ""'ft. , ...... _ ... _ or III ....... , IlrDA" II !III cln '" _. _ 01 11111. irATI or WIIIlCfOll. Seqoeoce I5O(jOj SOU) 1UCT f, ....... I _ • II ROCI • 01 _1 ___ I_IAL 1'AIII _ II. AS ... PLAT _ II _ III III' ""'ft. ,_ fI TDOOIIII ... IICGIDI OJ Kr .. -. s.... ISO 10-'1 - - .w ·u ";:: r • • • • ( o JrftLU'D JtITJGA'l'JOil .... aoUDlD'!" THIS ACREEHINT l8 en1:ered into thb £ day of ~'t 1'92 by and betw.en THE CITY OF RENTON, A w •• hln~on m;n:c pal corporation (the ·City·), and CLACI~R PARX COMPANY, • Dela.are eOl:poration ~ -GPC· ) • WHEREAS tbe City delir.a to encourage .eon~.le develop.eat in the Orlilia area conal.tent with city zonlng, co~prehen.iye plane, and past inv.ttment. for public infr •• truecuro; NH~REAS the City desire. to e8tabliah • .are flexible creative aetbod of regulating develop-eat 1n and arouDd ~~qin9 vetlande t~.t can aerve ••• model pro9ra~ for future dev.lopm~t !o the City ond otber juri,dictions; VHB~ the City de. ire. to •• tablilb and expand a regioaal .etlaad ayete. located near springbrook Cre.t and other .i~ific4Qt wetlandei NHIREAS the Clty d •• l~e. to iner •••• flood .tor.ge along the Springbrook Cre.k corrldo~; I/) () .aBRBAS tbe City d •• ires to iapl .. eat a ... eer plan for ~ addr ••• 1D9 .tora •• eer control, ~.cr .. tion faciliti •• , open ~ apace, .Dd the pr ••• rvetlon of eritiGal ar ... ; N cg WHIRIAS the City d •• lr.. to obtain .it.. that •• y be Uled to CU .ltl98te end offa.t tbe 10'. of wetland. that .. y r.lult trog 0' CitY-lpon.ared projectl; WR&RIAS GPC owns levlral tract, of real property located io the Orillie ar •• of the Clty of RentOD aDd .ore partlcalerly de.cribed OD lXhibit A attached bereto aDd incorporated herein by thl. t.f.r .... (the ";PC Property"); 1fKU.IAS portioa. of the OPe Property bav. been filled. witb City approvel in the ~It; KRIRI4S ape aitlV.ted the prior fill •• tlvlty by dedlca.l.g • .-tlaAd in *Xc ••• of 15 ecr •• 1& II,. to the City; WB&R&AS the pc.vioull, tilled portioal of the Cpt 'toperty bevI lODe low quality ... rv-at •• tlaadll WKlRIAS portionl of the cPC Propertr that have not ~n filled coot.l ..... blgh q .. llty watl.od., IHIRIAa It I ....... ory to till tbl low qaollty wotllodo 1. order to obtain • rea.onable eGoaa.l0 Q.. of tbe GIC PropertYI " 1 • rim _ IItCORD AT RI!Q'~ nF 'I'IAHSANEIJCA 'JTTLE INSl'R'.:\(:. 1. :ao 1 __ HE I I! 0. .oX 1183 ~ w.-WA ,;;000 • • , • , ,J '." - - • • • WHEREAS the local improvement district aSBesamente paid by GPC ~ffect both previously filled areaa and unfilled high quality .et land e nee; WHEREAS GPC dealre. to el~inate epeelal .8eesements, miti9~tion bank performance bond requirements, e~d property tax liabilities on properties that "HI never be deorelopad; WHBREAS the City 1s willing to allow fill material to be placed in low quality wetlands provided there i8 no Ret 10 •• of wetland acreaqe and functions, a8 required by the CIty'S Wetland Manageaent Ordinance, tbrouqh .aequate .itigation; WHZR£AS tbe City bellaves that wetland mItigation banting can provi4e a large, consolidated, and h19b quality .etland rather than the amall, scattered. and low quality wetlande p~.8~ntly located on t~e filled poction of tbe GPC property; WHEUAS GPC anti the City recognize that o!l ,mt land mltlgation bank could be used by other property owners and the City to off80t the 108ses of Low quality wetlands on other propertie.; KKEREAS GPC ia in the process of liquidating ita a8aet. and al •• olving the company; WHEREAS GPC is willing to dedicate to the City the property necessary to •• tabliah a wetland altiqation benk; MHBa&AS the City can 94in an econoaic benefit by forqulatlng a mitigation bank with GPe; end WHBRIAS GPC aDd tne City ar. de.irous of •• tablilhiD9 aD agr .... ot to allow the conlolidation of wetland mitigation 1n a central .itigatioQ baak. tfQIf, THIUPORI, the partI •• agree: 1. "'t'getlOA loOk. The City aDd GPC Iball .Itabllab • wetland altLgatloc bank (th. -Mitlgation Bank-) on the reel property ~ particularly d •• cribed oa Ixhlbit B attached b.ceto aDd iftcorporated hereln by thl. retereac. 1a acco~ee witb th. t .... of tbio A9T_ot. GPC hal _ided to tbo City loci t ... City ackoowloclge. rocolpt of a coocoptool doli9D of tho cOIIPleted Mitigation Blnt togetber wlth • d •• criptlon of tb. available Ilit1gatlon credit. c:ontained. in the II1t1gat1on Bank. Ally wtland buffot requited by City regulation. for tho .. tlando io tbo Mitigation Blnk aad that aff.ct. the aan.fitted Propert1.. .~.ll be cootaioed wholly 00 the Mitigation .. ok. 2. caIV,nos. of M11;igtt.loO Itpk. GPC Ib.l1 CODVey the Mitigation Bank to tbo Citr by qait claia doed on or ... foro June 15, I"l. Th. City lhall approve tb. nac •••• ry lot 11n. adjultteut. required io ord.r to coaflgur. th. Nltlgetlon Bank •• - 2 - L • .;, • • - - II ~ w. ~'"" u~ ...,y I~~ ,·JO "~C <, .. ....... , :...: ,.'"" ,. . ~ ... .,: ~;I "-~ 1!'1 ~ . ':_1 .... ...:; "' '. -. .-.: ~ ~ ,,' AO "'"" 8~ w "'~ '"" -;:;.:;: !;! '"" <" tll 0 CO .... N ..n 0 '" ,,", • • • ( I aeparate leqal percel.. If the lot 11ne a4jultment. Ire not completed by Jun. IS, 1992, the Kitiqation Bank Ihell De conv.y.~ to the City by GPt within twenty (20) day •• ftlr the lot line adjuatmentl have been completed and recorded in the rlcorda of lUng County. 14 UfO of Mitigation Bank by Otb.r prgperty OVA.I.. The parties contemplate thet oth_r property owner ••• 1 u •• the Mitigation Bank tj .1tigate .,tland flll« OR thllr prope'~r' The quit claim deed purluant to which ape ,ball convlY the Mit 91tloR Bank to the City Ihall contain & covenant r •• trlctloQ the City and Ita lucc ••• or and ••• lg0. from convertln9 the MLt1gatlon .ank to a u.e which do •• Dot .. intain the MltlVation .ank a. open .pace and from c!')llveyillg the 141t1;ltloD hnk to ani' 8ntlt.y oUter thIn I public or not-for-profit organla.tion. 4. Ploceetot of rill M.ter.ll. The City ,hall r.rMlt all the wetland, located on tb. r.al property NOre partlcu arly deecribed on lxbtbit c .ttach~ hereto and incorporated hIre in by thie reference (th. ~8eQefitted Properti •• -) to be filled. Tb. fill mater ill and the metbGde by which the fill .. t.rlel 1. placed ahall eo-.plr with applicable City requlr ... ntl. ~rlor to placing any .etland fIll in e~c.I. of .tt Icr •• on on. ot the 8enefitt.a properti •• , any r.~lr.d approv.la fr~ the U.I. An.y Corpa of BDgin •• rl Ind the walhington St.te Dlpart •• nt 01 .cnlO9J Iball be obtained. The City Ihall .110 approve a vevetltlon .auag ... nt plln tbat will p4r.lt III of the len.fitted 'rop.rtl., to be .aintained by moving aurfac. vegetatlon, r..ovlDQ tr •• ', fl111ag aiaor depre •• ion., and conducting _lnor 9radlnQ activiti •• ; provided, b~ever, that the Vlr.~.tlon ... .,...nt plan .boll not per.lt any ci.aring or qr&d A9 activit! •• within 200 teet of t_. ordinary high water .ark of 'pringbrook Cr •• _ except .... y be eonducted ia accordance witb tb. City" ,boreliae ... ter progr .. and regulation. retardi8; laadcllarlDV and tr .. cutting. Thl till .. ta,ial .., be placed aad tbl vegetation .. naoeaent plen .., be ~l ... nted at any tLa. Iftlr the Mitigation Bank he. been conveyed to tbe CIty. Any Category 1 wetland that b not fUled 00 tbl 1 ... If1tttMS froperti., ,ball be protected by I wetland ~ft.r not to •• ceed 25 foet in widtb. 5. ;~~~~~~~~~~:E~IL;G~:PC: or It. for the Clty .".11 pur,uant to tbe State InvirouaeatAl Policy Act and I.nton IDviron.ental ordinance. and regulltion., for fl111DO of Iny wltlaad. aD tbe 'e.efitted propertio., lad tho pl ...... t of .uch fill materIal .ball Dot be dl.aed to have a probebl •• 1gnlficlat advlr •• eavlronaent«l illpl.et-. flowevlr, tbl City .. y detlrwlJM1, aftlr reviewiDg the eDvirOn8eatll cbeckl1.t, tblt otb.r a.,ect. or componentl of tb. propoaed d.vel~Dt of tb. "a.titted properti •• do bay •• probable eivn1tlcant advlr ••• nv!rDn.lntal • • • -.-,-'- - - , , I I • • • \. ' , \ ' l~ct ,qch tbet additional .nvironmental review or ~po.itlon of .itiqatinq condltioaa i. required for tbo •• other •• pecta or co.pDnente of the proposed develo~Dt. In additiop, tbe City aball not require any .etland aitl91tlon on accOQut of tbe development of any of the 8en.fltt~ Pro~rtl.. ceq.cdl... of aay COftaent. that are received by tbe Clty fro. any local, .tat., at federal 4geacy. If any w.tlaDd .1tlg1tloa t. required for tbe subsequent development of the B8nAt\~ted Pro~rtl •• , the City 'hill pay tor and conpl.t. any City required •• tland .1tlqation within the Mitigation Bank. The City .hall allow th. proponent of any developalnt of the aenefitted Pr0p4ctl.. to construct in the Mitigation Bank any .etlaad mitigation required by atat. or fe4eral ~nei •• for the d.Y.lo~nt of the Benefitted Propertl... The proponent of d8v.lo~nt of any af the Beaefitted Propertl ••• ball pay for aay wetlaad .1tlgatlon required for Category ) vetlead. 1n exc... of a ~tlgation ratio of 1.5:1 1 and the City aball pa~ for _II wetl.ad .1t19atloa required up to and including. a1tlqatloD ratio of 1.5:1. 6. Sypport of WttlAnd Kltigat.igp BlALi Copeept.. ThfJ City • ball .upport GPC, or it. 'OCC."Ori or ... lgnlr if the u.s. AnIy corp. of Inqineer. or tbe We.hington Stat. Dep8rtsent of Icology do not cooperate with tbe fo~tloa of a ..tland ait1qat1oD bank a. provided 1n tbl. Aqr .... at or if tbo •• ag.oci •• , or an7 other agency, ••• k to require addltional .itiqat1on in cODjunction with the 11111n9 of the wetland. 00 the Benefitted properti ••• 7. At.lI'Rtigp of Ipdab1jtdpa... '!'be City .hall •• aue GI'C·. obl1Pition for aDd Iba11 pay all outetudill9 aDd flltan amount. owed for local ~ ..... t di.trict ........ at., atr •• t illprovBlDt perfOml.DCe boD4., .act proptrtl tp. •• for the MitigatioD Bank. •. ~.gca with City Regyl,tigp.. fbi. aqr .... at, t~ provl.ion. contaiaed h.reia, aDd the dl¥el~t of the Blaefitted Prop.rti.. ia accocdaace wltl the pcovialoD. of tbl. Agr .. eat caply witb tbe City" Ifetlaa4 .. ~t ordl1NlDce aDd tho City" ordiD&Dce r-galotlmg loDdcloarlaq oDd trot cuttiag. , . 1»0,"'8' ,psi b.!qq.. 'lbl. AgrMMDt u4 th. ~ovl.loDa coDtaiaed berela .~11 raG witl the lead tad aball "".oUt the .... fitted Proportioo ODd QIIC IIld it •• u .... oon aDd •• e1ga.I. 10. '"24Mo1;' • AlII ... ndlaent to tbb A91' ... nt lball be 10 wrltiaq .ad .11011 be 0 gaod by tho parti •• hlroto or their auee ••• ore or a •• lga •• -4 - • • • • ----~ --~~ -~----- --::-----=--=:=~=====--'-=-----====== • i · .. ,. -" ~;;~'~" .. ,. '#1~' ~e.:' IJ') o <Xl <t N ~ N 11' 11. COY.[pipg Law. Tbl. Agreell8at .ball be governed ,br .ad con.trued in accordance with tbe la •• of the .tate of ••• biagton. CITY or RIII'I'OII By; r~0~2r-, I ,..r, MIl GLACIER PAJU< CQlPAIIT By: AT'I'IS'l/AU'l'lltIlTICATlD: (fh~ ~ItYC1.rk -, - ,'" .- ..'. -.' "'.'.-J<" • - - .::i .-.. I~ I " ,·:f~:~::~ir~?~~'\t;'~;:;"<:~i' .-~ .. -~ ,I ! STATS O~ WASHINGTON comrrr or ItlllG ••• • • • o on tbh day penonaUy appeared befoee •• EARL CLl'MIR, to ., known to be the Mayor of the City of R.nton~ the mUAiclpol corporation that executed the witbin and foregoing in6trument, and acknowledged the .aid iD.tr~.nt to be the free and VOluntary act and deed of said aunicipal corporation for tbe U008 end pu~... therein •• ntioned, aDd on oatb It.tea that be i& authorized to ex.cut~ .aid Inltruaent. GtVU under my hand !lnd official e.ed thll!l l!i!!:: day of »'1'1 ,1m. -, .. ,' ....... " (;, r .. • ,,'" "STATs 0. WASHINGTON COUIITY O' KING n81dlog' at ••• Oft tbh day penon.lly _an4 before .. Ut::~~ :,-J.. qn, -. -, to .. kOOWA to be tb_P-,ce ,gt:;::~ _ r of GLACIO ,AItIt COMPAlIT, the corporation tbat ueCNted t viii n and foregoiaq inltrGM1lt, ucl ackDowltdged tlI. laid laatruaeD.t to be tb.. fr .. and voluntary act and deed of •• id eorporatloa., for tbe u... ud. purpo... ttlereia. Mationed, aDd 011. ;)Ath .Uted that $" 1a ."tborhed to OKQt. ..14 lnatnIHat aDd that the a .. l Ifftx.d, 1f IDy, 1. the corporate ... 1 of .. Ld c~r.tloa. Vl_ GI1ID u04er lOy bud .04 offlc1<l1 ... 1 tlli • .L2!! clar of "/4/ >, . __ , 1992. /lj!<U i":'i! r' ~ f£ ,(y,(".tU/ ~ UTIVBLI •• 0 • " ~t. of ... b1Dgto., re.ldlag at _,a ~i, / c ... i .. Yon up[ru flrt¥ -I - • • ---------._ .. ,~ " '.~' .,.,.,. .;;f. ;.~ .'" - - I ... ... i .. , ~ ~ If) Cl aJ , "<t J5 N cg 3 N '0 IT- " 'I •• " :>- :h. c'" ~. ,!,: . . ~ . , " h! ;-:: '" ~ ~ ~ ~ -j .. 11 _ ';;·'t,~·'r{"\';~~~;t, , . !. . •.•.•• ,"fl . • eXHIBIT A GlACier P&rk Pcoperty $0 .... _ 120(6) t1lAC'f II ., un II I • ...-1 or ..... ,Il0I'0I ....-OII'UI. ,_w. ..,.. ., .- ~YlI'1II ,. 0\1 ... pur _. '" _ , .. 01 .... 11 •• A8U .. AMI ... _orl'II_. """'''' '" fa c'n or _ •. _ VII'''. "Aft or 1f.U1I1I<I1GII. ~ 120lSl _., ~. a.or , II __ , or tuI£,_ IOItTIIIIIII OII'U,. ,_, ... ,_ or _ DI"". " 0\1 PIlI ,ur ._ '" _ .0. or ''''ft. __ II .... Ia. __ Of (!He toIIiTY, ... un • Of .1IOIIf .ur 10. '''-tt, _, .. 10 ru ..... Pt.Ar RICOIIIIW _ "'ll __ 'II 10. ,_,_, _ III ..,. "0 1m Of M'. 1.01' II C ..... Of til .-.Il.1O _ 0\1 tor I Of c,n or IIIImII lAIr L'III _I11III 110, "'A-o ....... ___ IIG 10 ... II ..... " IItvAft 'I III c,n or 1IImII. _ or ", •• IT.n or .".,-. • 'T. 110(2., I.0I'l''''' 11...-... -.' ___ .... __ II. AI PIa "", _ 11_ III Of PIotft •• _ 61 _ 66. _ Of 1,,_, __ 11111 til _ III .. rur _1111 .. m _ 10 _ ... _ 11 __ .r. 0\1 .... ,_ • WI PIoAr _,",. lAm &an. 0\1 _,.." ... -_ .... _,-. 'l1IAft .. _ Qn If _. _. OIl, ma._. 18'1.150(') 1.01' ... __ I .. -. ___ ,_ .... __ II, 0\1 111 PIo\T .teUDIi II _ III Of PIoIft. _ .. ~ .. , _ III' ",. _, """''' '" _ cln .. _, ~,. 1111. "An .. __ • . "~. ..~" • • • .... : .. ~--~'" c:::.~ _.c==---·· ------_ .. ,,-- • - . - ~ , -. , If) 0 <Xl ... . ~ '" .~ ~ w :..:: ~ " (T'o .., " .. , :_0,; ... . , ~ ;~ ~ ~ , , - " , • • • ....:T sa -IIQ .... _CW, _ 1I4f .-r,a. Of ACt'GI '". _I' ... ~. -. • _ •.•.• LYIIil ....... ,.., _, .... NY or _1 ..... ...-I~I ... ' ... _ II ... ", ..... '_1._111 ....... "'. _,._" • • _ Of "III COIIII'Y • .\I.L .. I. _ ''''''"''''''''''' DISCI'ND .. _, NOIDI. Ar 1'1£ liGlr.MSf COUll or £O'!' I! I' wx:r • 01 Ml' ru, _ _ 1 ........... 1_ .... ' __ •. U, tIDICI ..u "-11'11-MUt Al.-o 1'8: -.n 10'11 .. IAII .nA1. " DlftAa or 10.00 ruT IV Irs IllTDSlCflOilift !III _, LIlli Gf __ '-I ..... L, tllllCllIGIt'D 01-,,'11· Wf AI..-'I'D un LI. Of' UID ~ PIDJtC'ID _, .. DISTAIICI Of 1,6fIO.00 nIT, _ ........ 10 1ft I~IGI Wlft • LIR lUI lUllS IOItfI "-""M-IIIU1' iiOII 'ill: JII$f »JI!tBbflU.Y ~ • """"""'" _,. AS 0lIl'"'''' I. fir "'" Gf _I ..... __ I_I'" ,. UIIIII II. SoliD IDIIII' III_ 01 filllUI' LID Of .... _ I.Df • /I fII ..,..., 1/41 " UID ,",I •• , UlllClIOUtI ,,-.,',.-1AIf~ AI DJIfMCI .. l,"t.OO nn .... QI. ..... '10 1ft IIfIIIIC1'IGI lin fIB _v ..-. Of WD .Iur ....... '. SoliD IDm iUO .1. 01 m aat LID Of IAI» ME I' LOt II TlUCI lOUR 0'-10'11-11ft ..w:.e 'III .nm.l' La. or lAID ••• --......,. " IIIT_ Of 1 ..... 11 ruT IV If' 1IIrUIICTIGlIII'n man ua .. __ • Of lAID IIot, __ Y. lAID HIIII' A/.ICI .1_ m __ .. ra _.1/, (}I til *""-' II. 1/1 SolID dC'I'lGI It, ,.... ..,. .,-, •• .,-lilt AtCIIII MJ. ~ 'Dl. A .tn.-cl1lP I."' .• lilt, _ ..,. "'N'II' .... _ til an un GfMII __ t. A __ Dr It •. ft ruT IV fa _ POIft." __ , IICIfT nar *'1 .. ___ IV ___ .. 1..-........ IIIC .• I\' _____ •• 1t1l1_, "lIMn II hi CIfY (}I _. QlIIIft .. Ulil. """ W _. Sequooct 150(1) fIACT " ,Mea. AI 10ft I," ,_, 1._ ... -.% ___ 1_1 .... ' __ II ... fa PtAr _ 11_ 111 W .... n •• _ II ~ It. _ "'11 __ , _ 111ft fllAt .-rIDR or III _ .. 1_ .,111' .... -.' or ,_ II ... .IS _IRAIID DR lAID ILAf _11111 .. II unw ... _IJIqIII __ _ 11110. _11_. __ I'GIITI_ (}I &Or. I _, .. AOCI I (}I1A1lI _In. __ 10 _Clnl1l_" ____ III •• _OI_ COIIICfI_ ,.... ..... __ ...."... 10. ND ...... ' 111IM" II fU cln or _. _ If lllll. ITAn .. _1_. • • • I· J • - - ~ E~ !!~ ... ,,,. ..... l~ ... : -,.0 • • • EXHIBIT II 0 PJitigatlon Sank ftACT ,. -110. III. "'1,." IU. IMf _, ... 1ICt1 .... _,, .. ..,.. __ • IASf ••••• L"IIO -.., .. _, .. !II .... , ... ____ 1_,iI. _ __ U. ". .. PlAT 1ICOtDIO .. __ IU fill ..... ", ,... d,.... ... IICIlIIDI or .,. COIIftY. AI.t 11110 __ ,_, _'IID .. _, 110,., ••• !II ........ _ M ~ I III IIAIOl • lilt !A" ruT .. _, __ I_iii. __ III. JI, 2'aIIICI Nfl .. • .. ·.1 .. ..-r A1.GM I'll ..n 1.1. or ..... IU' ... DII1AK1 DP 10.00 nit fO 1ft I~I_ lin til una, L'IIO or __ ,., _, _ IIGIlft ,,'or'''-_ ~ 11& ..., "110 .. IAIlI __ 1l'OM'IIilIItL, • DI'ftAQ. 011 1.110.00 flit .......... 10 1ft iii ..... " •• Ift " 'III '!lA' IIAIS an ",., ' •. WIT ,.. til aT iiOIrm:SUaL' CGIarD Of' v. ..... _Yo AS II1II, .. ..., II !II I'UY .. ___ '_'AI. 'AM UftCIf n. W» POJIT HlaG ell ta w;n LI. or 80V ] LOr , I. _ .-rIIIAIT 110 .. lAID ncr'_ II, DIIICI IOUn "'S",,-IAIT. A DIII'AM:a or 1,1'41." l1l'i •... GI £lSI. 'ft'I In IIfraAeftal .1'111 111 "."'J"""Y CCIIIaI: 01' lAID .11IIII'44Y. &liD "lIT .u.ao lit. _ !II. 11ft 1.1. or IAtO Wi , LOI' I, _ 10IIII fl· .. • .. • .., _ ,. _Y LIllO tit lAID nur ....... . DJSTAICI til 1.1",1' lin' to 1ft lAii •• erl_ IfJ1I ,. DIll U ... KOCI • Of IA'D .... , __ Yo lAID pO'IY _ 11'10 flO ___ or ,. _._1 lit • _ PJI'8AIt J" 01 MID acn_ II~ 1'IDCI ..... "'" '''-ad' A£III8 loUD ..,. 1r18. A ""Mel QI' 11~"" Pfft, __ "'U'I1' .., _ ,._ Lm. lAID"", •• _ M ., •• ,. .aT III !II _ pO/ft. _., _ tMr PIaTt. ___ YO ___ WUICMII IIII.DllIIII. IJC •• If ____ .... IIIU_, 1,1110\" .. III em or _. CIIIIIYY • lUI. mil • __ . fbe .... therly ~t.ly 1075 t_ of UIft I, ....... '._.or_I __ '_' ... , __ II, .......... ,_ 'I_III 01....,. .• _u _C4._ Of II. OI!IMY, _ 111ft'"'" ..... 1 .. Of flO _ WIoIIOAI 1, __ , Of , __ n_ ... _, ... __ IA'D PLAY _,_ ..,. 1m. AI Jlll,11IQU' __ '_II._U_, .---~-.. -. • • • • , , • J 1 .1 ; ~ I. I ... " i ~~ f J 0; "...: J .. ... :'§ ~:.J "8 ,r,l .. ~ ~; .. -" ~ ,!,: J jl :c.' '. ,;: 0 ; .... :J ~ .= .' , , , If) 0 co .,. (\J cg N IT- I o Dan _ • ..,.. 01' IOn I _ • D II.OCI •• Mit _ITI .. __ 10 ,.. cln. _ If ____ "III .• _70. AlII CGIIIICfI. 1IIIW ..-_ ..-1. lID. ',I.tI .. I., .nd co •• l.tlA~ of 13.'3 a=:s •. IKI:'JI.: 'l'hi. legal d •• criptlon of thia pucel. eball be replaced by • Dew leg.l d •• cr1ptloD at lucb tt. ••• the abo¥e-d •• cr1bed parcel 11 .~r~ted by • lot lin. adju8Uilnt approved by the City of ".a.tOD . --~---------- =~-,"-, .--.-,~~---_ ... _-- - j i • ... '" i :::! i! J ~ ::t~ :1 , 1&1 • '" : :,-. ~:% .~ , .... ~ ~ • <, .• " ~ ... if ~ I:: ... 1 , , , L i In 0 <Xl '¢ N ~ .,.. ~. Itol61 _., ( J • £I1IIaIT C .. ; ... ( J "'" 11 I. _ • or .... __ .,LLU 1_"11'" 'AIII or _ IIIYIII. I. AI ... __ II _ 101 ...... n. _ 11 MIl II. _.IIII~, IlNOn II 1111 cln • _ •. ~ or Oil. I7A1I ...... _. S_ Ito(5) fUCI' ~~' LO! • I. 'LOCI I or _1 __ .ILLIA 1_"" ._ or _ DIYI". '. All ... pur .-.. _ .01 or ..... n. _ .1 .. n. __ or IllIG COlIlIm, _ LOI' • 01 _ PUr 10. an-ro. ACCOIDlllO fO 1111 _ .£Ar llCOIIIIII _, ... __ lJIlO. _, IIC1Pf III _ IHO I'IIf ,. lAID "'" ., (ALL 01 !II _ """ _ ... LOI" • elff. _ &III' LIn __ 110. L£A-Ill-li. ___ I. III ... II_II 'IIIIAI'I I. TIl Cln-01 ._. QIIIIff ,. IlJI. I1'AI'I or __ • tmn~ 120(2.) UIII ... ' .. _'. ____ _ II, AI ... PLAY _ II _ III • PLAn. _ .. _ ... _ .1,._, _,_ vmr til un 1/1 01 lID PCIIfI. or III _ It .-au.- " __ "". AI __ • tAm PLAY _.11 .. __ .... __ _ __ ue .... _._, .,_n II !II em .. _. _ .. l1li. _ .. __ • LOI' ••• _ ... -.,_ ... -_W.AIII _ n ...... PLAY II •• _ III ....... n •• _ ,. _ 44. _ .. II" ....,." 11111'" IJ hi ,n, ,. _. _. I ••• _. __ • --------- ----"".' "-----------.- . '. ' . t ~. Ii ... j u -Ii ," • h-: i I-i -"" I ~ :! !~ P " "' Jt ,. :_'2 3:!J ~~ .~~ ..: " r! c.'· .~: ",' -~~ ::e ~I :;:c.'t ,~ -'" ,- : .. 2 CO ~ N ~ C1' &enI " t ...... I. __ ... ___ • • 1_.AIo !'.wI _ II .... Nt •• : '111 I. _ Iii .. ""'111.'_.' ._ ct. _ ...... _, iWl. 11ft _ Nlnar or .. __ w_ ••• ___ r" ,..an .. 1IUfIII. AI l1l.I_111 * .... RAt __ M.' UI'II • .II ... r~JI'" _ _ .... -11-' __ .-n_ .. &enI ..... ,. __ ... lAra MllfI* _if_ 111 111 an lilt .... J\' _ WI II __ • II. Ii,W"'''; ... caaKfrar IWIW • .-__ .... _iii •• , '1",11 II .. em .. 1IImII. _ .. I.M. 1foI1I .. _11IfW. hCQpt tho .""therly ~P:>rmtlH~~\y 101! feet an4 cOD.l.tlnv ot 10.' acra •• 11m' TIIil 1.1 clelcriptlon of ehil parcel .... 11 be replacod by a ne. 1.1 delcrlptlon at lach tt.o II the abo¥e-de.cribed parcel 10 .... tacl by • lot 11DI odj •• tllUt epprovod by tb. City of .... tOIl. ," -~ ,. , . .. • • • RFCFIVEO WHDfItlalJ:DIDIUTUlQrt1Q; j ","",~ ... a,-. 'I SEP H 1995 .... NIIIIIdpII"""" ,f lIDMilA.,.".'" IlIUItaII,.WA_ AGREEMEtrr r'\1 ... :.. ... lJ.'~:IY REC()C'lOfR THIS AGREEMENT is ""crod into Ibi • .3Dt of AuIjUSl, 1~; by om! bet" ... Triple Crown Properties I. LL.C, (successor4 m-interest to Running 8ear, Inc., • MiNOUri corpontiop • (hcRinAfter .. 'em<! 10 IS "Owoer") om! the CilJ ofR<oton, Washington (b<reinafter..£and 10 .. "CiIy"). WiTNESSETIl: A Owner is the owner of 1he ecrtain real property and aU inlprovements to be COIISIrU<Ied tlteJccm, the ral Fopat}' portion of which is lesolly described onE"hi" "6" (Ihe "Property") anad!ed bereto one! incorporucd bercin by ref.....,. B. Crty is the municipolity which lw land ... ond development permiItiDg autbority with "'peeI to the Property. I 'nder its autItority derived Ibrm the Stat. Environmental Policy Act ("SEP6"), City lwwu.,h 1<q>Ort.t DeQsion· EnviroamocJt<l Review.t AdminillrlliveLaod Use Acti .. (tho "Itcpon") doted April 4. 1995. with r ...... to Owner'. proposed dov-~ of tho Snrit Mataiolslt-...y FoaIity ("Focilily") on the Propercy. Coaditi .. 4 of the Report requim 0_10 permit the City t .... er on the _10 _ tho compIi .... ofOwoer with certain provioions of the Roport. This AgreomotII is _ 10 intpIomenI the lerms of Condition 4 of tho Ropon. NOW 1'HEREF0RE, fur oncI in oocuidenlion oflbe cove ... 1S contained hetcin, tho parties agree. u follows: 1. Owoer heRby.,.., .. City. its u:<esIOB ond ...... the risftt of(i) podatrian itJwcss one! ..... to. ...... ....,.. ... dtrou&b tho Properly ond Facility (excluclioa the adminillrllive.-of thoFdty)and(iJ ___ ..... the toads. dn_...,. one! puting .... wlidliiom tiJno. IO-lime exist on the Property. 011 tho conditions and fur tho _ bereitIoft ... lOt tbrdt. 2. The riaItIs of _10 tho Properly and tbe Focilily and tho _ 8JIIIIcd to tho City in ......... ~Iboroof (i) _ be Iimied ... __ of ..... per,.-. orin_with tho City rapoaoina 10 COOtpIaiDtI ofpropetty """'" adj_ .. tho Property. or .......... Itt)I- octin. roquirod by tho City .. ...,Mdcd in,.,...... 3 heteo( ... _ .. 1IIer tho __ of this ~ and _; .. _furoo ...... thoFaciIity _opeaandia~ (ti) oW occur DIlly upoo 24 ...... ___ by tho City 10 0-; (iii) IIIaJI be porfumtcd by tho City. or III doli ............ or....,..,.., in tho _ of an ompIoyce or .,... ofOwtler; (Iv) .. be _10""""""" and ........ the podonnatx:e of tho FaciiIy in colVlOClio. 1dh ......... tho ......... "'iIw-" _ tho ~ ("MottiIorina ""-0) by-n". ... (I) tho,.... ...... altho PIqIIny .. bpi .... ""'he a-au.. (10) .... Ir ... , rod ..... altho "'-'y ....... doaolltd he _litter "'" (c) ................. tho Properly.,. i< , ~ ~ ;; .. ~ i ~ i ~ '" ~ I I · • l ~. . . _.;....;._* ...... _.ioj. '.e .. · """"nllii· .. ·ioI,J ... · ........ :0/,.,.. ............. ""'. ~::,£.;: ..•..... 1. I """"" ... I •• ' thwr q.,-; "g'HSW 'fi'-;': ~-_ ., I I I J I - -- ---~ -~-~----~~ .. • • • covered by llIIp or oCher JaSOIIIbIy ... table security dmce t. avoid iIle po.ential arliner bIowin~ Itom 1M Propony~ l. Buad upoa tho _of the CitY. iIIsp«:Iiooo performed in _00 wiIh the MooiIozina Program .. providod in PuoanPl> 2 above, the City .hail nolilf 1M Owner. in wrilin& of &tty ........................ of the Owner wiIh respeot to cI...mg up 1M Propony~ In the ..... thai tho Owner doe! DOl COOIpiere the remodial ocIioa tcqWred by the Cley within obiT,y (lO) days followins the date of ___ 1M CII)' (or in the evonc .ho. the rcmodiallClioo tcqWred by the City is...-ll thai ~ ohoII r .............. lhInlliny(JO) cloys, Owner .... noc ..... cn<:ed said ,<:lion witbin said Ihirty (lO) day period IIId is diJisemIy atternpeq to paform ...-II ratial aaionJ, the City shall _ the risht 10 ..... ouch _ aaion on behoIf of Owner, and Owner ,hall JIll' alIreasooab1< ""'" in<:umd by the City in ........... with soc:b remodial aaioo witbin IhiTty (30) days foJlowins the City'. oubmiuioo of an invoice to Owner for City's coots wiIh r .. pe<llo said reme<fol aaioo~ 4~ The .... oI".."..,1IId the Iicaue IJRIOed her<in .. for the .. _ benefit or the City IIId shall not be for 1M benefit of &tty 0Ibcr _ ""Ity or p.Il1y. S. This~ ohoII bebindilwupoollldJbolJ .... to 1M benefit .fthe Owner IIId 1M City IIId -....,..u.e bein, ........... odmiJUrnton, IcpI rcpraaUati-. """"""'" IIId wignalPll shall nm with tho tit1e to the Iaod dooaibed herein '" Iooa U 1M MorOtorina Proll'tnl shall RIIIIin in dfi:et. In tho ov"" of the terminatioo of 1M Moritozina ProIlJllll, chi, Aareoment shall lutomatically -. ad be of 110 __ without III)' lU.tber ..... beiDa requiu:d by Owner or City. 6. No delay or IiiIuto by any patty ...... 0 to ......... III)' risht under IhiI Aar-neo.1IId DO partial 01' finsIc ......... of that riaJcI shall ......;,ytc I _ of that or III)' 0Ibcr riP _ otberwiJe..........,. providod in this~. 7. This""""""" shall be comtruod in _ wiIh ad govcrnecI by the Iawt of tho State ofWaoltinatoa· OWNER: TRIPLE Cll.OWN PROPEitTlES I, L.L.C. By: ~ "'idIeIIoft Aaa M • we IDe., I MiIIouri corponIiaa, Maaoaita Moocher =;~i4 I · • ii4 ~ ----~ .. " -' ... _._ ...... .-'"" .... -. . . I -.A-• 'f';' it:" 'en' ,¥r~r * ii4k t ,. i it' '* "M ,·:-:--L....:_A~t.)( I - - , . J I I I I -,..-~-------------. • • • LOT 8 m BLOCK 5 OF BURLINGTON NORTHERN INDUSTRIAL PAttY RENTON n, ACCORDING TO 1lIE PLAT RECORDED IN VOLll!.fE III OF PLATS, PAGES 42 TIIROUGH44, JloICLUSIVE. JloIKINGCOUNTY, WASHINGTON. , I· · . .. ~ ". ML· ., . .? =!Ul, ! -;;::-gl·'·~_·.::~:2.·~· .. ~~;.~:~i~·h. ~-- .i I I • • • .. I n~' · .. ,,"::u S£p 8 1895 I n. ..... \... .... WNfY . RECORDER DECLARATION OF COVENANTS. CONDITIONS AND RESTRICTIONS FOR SMURFn MATERIALS RECOVERY FACILITY THIS OECLARA TION ("Declaration") is .-thiS ~ of Augo<aI. 1995. by Triple Crown Properti .. f. L.L.C .• a Missouri limited liability company ("Daclaranr·). WITNESSETH; A Daclarant owns fee .imp/a tnle to 8 certain pan;eI of real eslala in the City 0/ Renton. COI4'1Iy of King. Slats of WaMingfon. legally desaibed in ExlJib~ "A" attached hereto IWId made a part hereof (the 'Pf<III'Ir1Y"): and B. Declarant deaires to develop IWId construct on the P~ a materia/5 recovery facility (11K> ''FaciUty''): and C. Declarant is desirous of submiUing the Property and the Facility to the provision. of this Oac/aralion. NOW. THEREFORE. Dec/orant hereby dedor .. thal the property is. ancl_1 be held. _. soJd, COI1Yllyed IWId ocwpied. subject to the covenants. conditions. restriction. and easarnents hereinafter set fonh. 1. The Property""afl be used only for I8COVfII'/ end recycling 0/ commercially .... /d-materials. bullirr~ed to paper. alUninum. plastic: end gl .... end 8X08pI for the lirnilations on comman:i8l racyding. for any other Iawfuf purpooe pennltIad by applicable govemmentaf codas. laws. ordinances. orden. dec:iMs, ruleS and regulations. 2. Tho .tora"" of any recyclabffl materilf. and ~ _ III "" IimeI be limited to the interior of any building or buildings located on the Properly end no _ storage 0/ recycI_ materials or products shill be permitted. 3. For so long u a rr.ateriala recovery facility il __ on the Propifly the cxwenlnla and restrictions 0/ this OecIanIIion _I n.n with the land. In the _thai. __ '-Y taciNIy _ to be CIpIIIlIIecI 011 the Property. IhiI DecIIIaliGo, IIIalI auIomIIIicIIly termi I1IIe and be 01 no fIlrthor e/Iect wiIhoo.t any fIrthar action being rwquirad by~l •. For so long u IhiI DacJaralion il in oIfec:t. -. grant .. of Oedarant by taklng title to the Property, and _ p!I'tNaar uMet any contract for • daad 01 ccnveyanco pursuant to which Mid grant .. wiN lab 1ItIe. IICCIpII Mid IItIe UljocI to all r •• triclionl. condItitllll. covenants. ' ...... afionl. rIghIJ and powell ctelted or I'eIeI'Ved by thi. DecIaraIian. and afl rIghta. _ and prIviIegeI 0/ W«y c:hIIlCIeo horaby granted, CIWIed, I8Ierved CIt --.do and .8 irnpoIitions and abligaliona hdl:y in1JOIed _ be-.cl and..., to be _ ~ with the _. and _I bind any person having 81 any time any Interut or .... _ In said land. and ..... nn to the ~. i I · • J ., r J I J . , ....... - '" • • • bent>fit of such person In like manne, .. though Ihe provisions of this Declaration _. recited and stipulated at length In ead\ and """'Y doed d "",,woyance, or in any mortgage or trustdoed or _ evidence 0/ obligation, and !he right. described In thi' Sedion 5 or described in any other pari 0/ this Declaration 511." be suflicientto aeala and '''''''''' • ....:n rV:IIs 10 ihe respective gr.nteos, mortgageas and b'usIee. of such Properly as fully and COfI1I' !1lIe1y as 1houW1 such rights __ reDled ftJIIy and set forth In thoi, entirety in any SUC/1 documents. 5. W • court of competent jurisdiction shall hold invalid or unenfcrceable any pari of this Declaration, sue/! holding 5I1a11 not impair, invalidate or otherwise ailed !he ,arneindet of this Declaration ..t11ch sha" ,emain in full force and efIed. tN WITNESS WHEREOF, Declarant has executed this Decfaration as of !he dey and y_ first above written. TRIPLE CROWN PROPERTIES I, LL.C. 8y: Mid1elson _I MoonagemenI. Inc., a Misaouri corporation, Managing Momber ::~?VJ);1 4 STATE OF MISSOURI ) ) SS. COUNlY OF ST. LOUIS ) INTESllMONYWHERE the dey and yew first . l"~ ..:.... ...... ;;;;. • ., .••••. :.-:..> ........ , . , , I · • - - ---1' .. . F l r;: jI' I 1 r-~ S wo4 ~ ttl I I ! - ,- • • • EXHIBIT "A" LOT 8 IN BLOCK 5 OF BURLINGTON NORTHERN INDUSTRIAl. PARK RENTON II. ACCORDING TO THE PLAT RECORDED IN VOLUME 111 OF PLATS, PAGES 42 THROUGH 44. INCLUSIVE, IN KING COUNTY WASHINGTON. r • I • • • . - - I. -'.'.- WBDf I:IICOUIID IImIb "0:: o&e (If" a.,CIIIl. ----.. ~ .... ...... WA.!IIIM • • • THIS 1NS'l'RtJNBNT. made"'~" «--'>II&r=cb"-____ 19 .. bJllldbelwl:ea Tr1pb CrCMl Propen!e. I,L.L.C .... .......... Iiiiiiiiii" ________________________ w -------------_ .... ------------------------.... __ ~ ..... Il10 an OF RENTON •• MumclpoI ~«1Gas Coaaly. W~---o....· lbatald GImsx(.).Ilr .... m--..f __ cIoby_..-. -. ............ """"Y ..... __ IbeAid_ ilslllCCOAOnllld asipI, __ f1I<pWIio_(iacludia& 1IrMer, .ute_.?_ ~.." wiIb. DDSIII7 appu:; ............ owu.1IIder~dDulP.lCZQllmd apoa dXi f<IIIowiDa-_ (tbo riab<-<>f.wa1)10 JCq~. 91 ............ psdicoIodJ_ .. ......, I~-~" Q1"r"~""'.M._ RFr.I=nI~D AI'!! 1 7 1886 o(:~ ........ u"l'r 1:1'. nFeoAD£FI " • I I· · - , . -- • • • . .. .,...dIe pwpooco(~ -.,. idalIiog. repmmg. tepIaciog.~ • ."....." IIId mai ... ininc _ mI UIility pipeIbI<s, ioducIioi. bot ... Ilmi"'" to ........................ ""'-Iioco, ~ wida the righto; ~ JDd ~ tbueto wicbout prioc in:stiWtiod of any aUt or pi r· as of law aM _ ioaoning any lop! <>1>6.-. '" IUbility ...... 1"'. FnIIowU>g 1bt WUaI_ or its Iaeililico. Gt2ntec DIll liw:. time to tiIQe ~.mcfI additioQaf f.acilidcs as it DUly ~irc. 1bis ~.is graMtd .... ., .... IoIIowInc ...... """-, 1. Tbc 0...... -. ..... encq>ktioo ofany....x _ .... _ """«d by dIe_ =-d>e _ <Lobo _ ..... any..-impt;w ........ ~ or desIroycd duriog ......... 0( .... wode, os aarly as phCCi::IbIc 110 dle coadiIioa.1bey WCR in jrnnwIiarety berorc .. or !be wort or catry by Ibe Gtmo:c. 2. Gnumr JbaII mIia. * ripl10 UIC cbc IUdace cf' Ilk ~ II Ioag _1Udl usc doca IIX iDk:deR: wicb. IbD .............. JlII*d "' .... -. 0.-_ .... __ ...... dleri&bl." a... Emc:t.miaItIia..,.~ or ~ wltbiacbc ~ at b. Pbat -. _ .. .--... ..., deep __ wbieh _cause""""" or -.. <rilb .... _ .. beP-l_ .............. bydleG..-; .. e. DoJdop, bndape. oc-., dIe..-_la any..,. """'" """'" ~ _dle.-'" die 0.-«--. ... __ mol any~ laipolMDelll5 __ d. Jli&, -.01 or perform _ ....... 0( _1<Iivi .... no "'" i""P"'l' _ woodd dis""" die """"'""'""' ... _G ...... ·• _ 011 !be riJII.«.way. ocOllllaager die -.01_ r.cume.. e. ___ fifII'.a (IS) _ or!be npt-<f....,. Tbis __ ... _dle_4eocrilIed bordo, ... _be--'; """" ............ _ ..... _ia_ood.,.;p. __ tbotObey ... dIe _ .. _oIlbo_~tod tbotObey"" -1OOd aad _ riPlID ....... Ibis_ 01 , . -' .... ~(I:A..£!f._rLL,!¥!!2lZ!!IS..:~ mI STATE OF WASHINGTON . ..... ~ . t I · • - , I .............. .,ON • • • D8lIlIt -£" (a~ut.tl •• ~t) -- An UMf'CWtt 15.00 Mt in wtddl over, u~. «ld ecroq Lot l:II. in BIoet. 5 ot IIurtirtitOn ~ IflcIuImaI PtIrt. Rsnton II _ per pa.r: ~ in Vott"mIi 111 of ,.... ~ 42 Ih'ough 44, "-eordI 01 "'""Countv. W_. _ 6.00_ ....... _ .......... _ ... ,0.00_01 ..... width tvinQ to * !eft Of tN following dacfiDed 1inIII.: CO'WENClNU .r the NortiIwIIR COI'rWr of Mid lot 8; THENCE 'SouUl17-51' or &It 13.91 hM.iIIoAg ttw. North ine of .... 'ot to the. TRUE POIIT OF _ .. _-... , THetCt _QQ. 55' 56· -. 30<1.10"'" ""'"' "k" llfENCE c:ontfnuinO South 00· 6§' 50· w.t. 3.93 r.t: THENCE SeuU\ 6r 40' 22-t.;, 8.40' tfIIIt to point "1l;" TfiBrI:E CDnCfrUng South 17-.0' 22· ~ 203.82 .,.. to ~ -C;'" nea __ U" .... n· -. .'.51-, THENCE HGrth 73" 23' U· ~. e." f..r; THEHCE twm 22· 4$' &WoO e.t. 165.30 feet: THENCE North 02" 08' 51· Eat, 27.95 .. to point ~: .. THENCE __ 01" OS· 5'" -. 17.81 foe' to ...... "E;" THENCE ~ Notth 02" 08' 61· EMt. 183.63 flNt to painf: -r:;" THENCE continuing Norm 02· 08' S t .. east, 39.00 feet Ia. thII Norm line of stid Lot. 8 IttC1 tht. _ ..... ALSO '"'"' ..., _ ""'" ~_89" 04'04"-"3.60_ .. "", .......... AlSO (rom ..eel paint ,~ .. THENC£ ScN"th 47" 23' 23-w-. 56.02 f..,; TH8ICE $auU142" 36" 37· East. 52.75 t.t mm. terminus. AlSO ..... __ "C," THENCE SauUI 22· 11' 38'" war, 55.80 fwt te; !hit tfIn'nirxqI. ALSO from Mid point -0;. TH£NCE South"· T.l' osr-EMt,. 21.4C t_ to the t.nninul. ALSO fronl ..., point "E;- THENCE NonII11· 5,' 08-w..t. 33.00 leet 10 me~. Al.SO trom IlliG point ~: .. THENCE North 87· 51' OS" Wnt 00.00 fnt1Q tN wrn~. rrw tideBnd of uid .........m .tIeIl be sMmIne:I or ~ .. n.c:.uwy .. to intsrNCt ..... points end the baUI'1ICWiN of Mid Lot 8. 54571..001 OJSiln • , I · • I~ When Recorded Return To: Kcy6ank Real Estate Capital 911 Main Street, Suite 1500 Kansas City, MO 64105 Attn.: Carol Brownfield Document Title 20050707001640.:: III Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing Grantor Renton Partners LLC, a Washington limited liability company, and Northwest Co-Investment No.6, LLC, a Washington limited liability company, as tenants in common Grantees 6:3pq~ I. Key Bank National Association, a national banking association CHICAGO nILE I~;S. q~ REF#/! stb IS" -.2:. 2. Chicago Title Insurance Company Legal Description (Abbreviated) LOT 8, BLOCK 5, BURLINGTON NORTHERN INDUSTRIAL PARK RENTON II, ACCORDING TO THE l'LATTHEREOF, RECORDED IN VOLUME III OF PLATS, PAGES 42 THROUGH 44, INCLUSIVE, IN KING COUNTY. WASHINGTON. Full legal description is on Exhibit A. /. 83 Assessor's Property Tax Parcell Account Number: 125381-0081-06 Location 701 SW 34th Street, Renton Washington 98055 1204787.5 RENTON PARTNERS LLC, a Washington limited liability company, and NORTHWEST CO-INVESTMENT NO.6, LLC, a Washington limited liability company, as tenants in common (individually, collectively and jointly and severally referred to herein as the "Borrower") to CHICAGO TITLE INSURANCE COMPANY (Trustee) in favor of KEYBANK NATIONAL ASSOCIATION, a national banking association (Lender) DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT, AND FIXTURE FILING Dated: July 1 ,2005 Location: 70 I SW 34th Street, Renton Washington 98055 RECORD AND RETURN TO: KEYBANK NATIONAL ASSOCIATION 911 Main Street, Suite 1500 Kansas City, Missouri 64105 Attention: Carol Brownfield Loan No.: 10028125 12047815 2 200507070016411·:···· . TABLE OF CONTENTS Page RECITALS ...................................................................................................................................... I DEFINITIONS ................................................................................................................................. 1 ARTICLE 1 -GRANTS OF SECURITY ....................................................................................... .4 SECTION 1.1 PROPERTY MORTGAGED ................................................................. .4 (a) Land .............................................................................................. .4 (b) Additional Land ............................................................................ .4 (c) Improvements ............................................................................... .4 (d) Easements and Appurtenances .................................................... ..4 (e) Fixtures and Tangible Personal Property .................................... ..4 (f) Leases and Rents .......................................................................... .5 (g) Condemnation Awards .................................................................. 5 (h) Insurance Proceeds ........................................................................ 6 (i) Tax Certiorari ................................................................................ 6 (j) Miscellaneous Personal Property .................................................. 6 (k) Personal Property As Defined In Uniform Commercial .............. 6 (I) Conversion ..................................................................................... 6 (m) Other Rights ................................................................................... 6 SECTION 1.2 ASSIGNMENT OF LEASES AND RENTS .......................................... 6 SECTION 1.3 SECURITY AGREEMENT .................................................................... 7 SECTION 1.4 PLEDGE OF MONIES HELD ................................................................ 8 SECTION 1.5 COMMON LAW PLEDGE/ASSIGNMENT ......................................... 8 CONDITIONS TO GRANT ............................................................................................................ 8 ARTICLE 2 -DEBT AND OBLIGATIONS SECURED ............................................................... 8 SECTION 2.1 DEBT ....................................................................................................... 8 ARTICLE 3 -BORROWER COVENANTS .................................................................................. 9 SECTION 3.1 PAYMENTOFDEBT ............................................................................ 9 SECTION 3.2 INCORPORATION BY REFERENCE .................................................. 9 SECTION 3.3 INSURANCE .......................................................................................... 9 (a) Insurance ........................................................................................ 9 (i) Property Insurance ............................................................... 9 (ii) Business Interruption ......................................................... 10 (iii) Boiler and Machinery ........................................................ 11 (iv) Builder's Risk .................................................................... 11 (v) Ordinance/Law Coverage .................................................. 11 (vi) Liability Insurance ............................................................. 11 (vii) Workers Compensation Insurance ..................................... 11 (viii) Other Insurancc .................................................................. ll (b) Insurance Policies ........................................................................ 11 (c) Terrorism Coverage ..................................................................... 12 (d) Compliance With Insurance Requirements ................................. 13 (e) Restoration ................................................................................... 13 1204187.5 20050707001640.:: (t) Blanket Insurance Policies .......................................................... 13 (g) Absolute Transfer On Foreclosure .............................................. 13 SECTION 3.4 PAYMENT OF TAXES, ETC .............................................................. 13 SECTION 3.5 TAX AND INSURANCE IMPOUND ACCOUNT ............................. 14 SECTION 3.6 CONDEMNATION ................. __ ...... _ .................................................... 15 SECTION 3.7 LEASES AND RENTS ......................................................................... 16 SECTION 3.8 MAINTENANCE OF PROPERTY ...................................................... 16 SECTION 3.9 W ASTE ................................................................................................. 17 SECTION 3.10 COMPLIANCE WITH LAWS ............................................................. 17 SECTION 3.11 BOOKS AND RECORDS .................................................................... 18 SECTION 3.12 PAYMENT FOR LABOR AND MATERIALS ................................... 19 SECTION 3.13 PERFORMANCE OF OTHER AGREEMENTS ................................. 20 SECTION 3.14 CHANGE OF NAME, IDENTITY OR STRUCTURE ....................... .20 SECTION 3.15 EXISTENCE ......................................................................................... 20 ARTICLE 4 -SPECIAL COVENANTS ....................................................................................... 20 SECTION 4.1 PROPERTY USE .................................................................................. 20 SECTION 4.2 ERISA ................................................................................................... 20 SECTION 4.3 SINGLE PURPOSE ENTITY ............................................................... 21 SECTION 4.4 RESTORATION AFTER CASUALTY/CONDEMNATION ............. 21 ARTICLE 5-REPRESENTATIONS AND WARRANTIES ....................................................... 25 SECTION 5.1 WARRANTY OF TITLE ...................................................................... 25 SECTION 5.2 AUTHORITY ........................................................................................ 26 SECTION 5.3 LEGAL STATUS AND AUTHORITY ................................................ 26 SECTION 5.4 VALIDITY OF DOCUMENTS ............................................................ 26 SECTION 5.5 LITIGATION ........................................................................................ 26 SECTION 5.6 STATUS OF PROPERTY .................................................................... 27 SECTION 5.7 NO FOREIGN PERSON ....................................................................... 28 SECTION 5.8 SEPARATE TAX LOT ......................................................................... 28 SECTION 5.9 ERISA COMPLIANCE ........................................................................ 28 SECTION 5.10 LEASES ................................................................................................ 28 SECTION 5.11 FINANCIAL CONDITION; NO PRIOR BANKRUPTCY ................. 29 SECTION 5.12 TAXES .................................................................................................. 29 SECTION 5.13 MAILING ADDRESS .......................................................................... 29 SECTION 5.14 NO CHANGE IN FACTS OR CIRCUMSTANCES ........................... .29 SECTION 5.15 DISCLOSURE ...................................................................................... 29 SECTION 5.16 THIRD PARTY REPRESENTATIONS ............................................... 29 SECTION 5.17 ILLEGAL ACTIVITY .......................................................................... 29 SECTION 5.18 MANAGEMENT .................................................................................. 29 SECTION 5.19 NON-CONSOLIDATION .................................................................... 30 ARTICLE 6 -DEBTOR/CREDITOR RELATIONSHIP ............................................................. .30 SECTION 6.1 RELATIONSHIP OF BORROWER AND LENDER .......................... 30 SECTION 6.2 NO RELIANCE ON LENDER ............................................................ .30 SECTION 6.3 NO LENDER OBLIGA TIONS ............................................................ .31 SECTION 6.4 RELIANCE OF LENDER ON BORROWER REPRESENTATIONS ....................................................................... 31 ARTICLE 7 -FURTHER ASSURANCES ................................................................................... 31 1204787.5 ii SECTION 7.1 SECTION 7.2 SECTION 7.3 20050707001640.=::::· RECORDING OF SECURITY INSTRUMENT, ETC ........................ .31 FURTHER ACTS, ETC ........................................................................ 31 CHANGES IN TAX, DEBT CREDIT AND DOCUMENTARY STAMP LAWS .................................................................................. 32 SECTION 7.4 ESTOPPEL CER TlFICATES ............................................................... 33 SECTION 7.5 REPLACEMENT DOCUMENTS ........................................................ 33 SECTION 7.6 AMENDED FINANCING STATEMENTS ......................................... 33 ARTICLE 8 -DUE ON SALE/ENCUMBRANCE/CHANGE IN BORROWER ........................ 34 SECTION 8.1 NO SALE/ENCUMBRANCE/CHANGE OF OWNERSHIP WITHOUT CONSENT ..................................................................... .34 SECTION 8.2 CONDITIONS TO LENDER'S CONSENT ....................................... .35 ARTICLE 9 -PREP A YMENT; DEFEASANCE ......................................................................... .37 ARTICLE 10 -DEFAULT ............................................................................................................ 37 SECTION 10.1 EVENTS OF DEFAULT ..................................................................... .37 SECTION 10.2 LATE CHARGE ................................................................................. ..40 SECTION 10.3 DEFAULT INTEREST ........................................................................ .40 ARTICLE 11 -R[GHTS AND REMEDIES ................................................................................ .40 SECTION 11.1 REMEDIES .......................................................................................... .40 SECTION [ 1.2 APPLICATION OF PROCEEDS ........................................................ .42 SECTION 11.3 LENDER RIGHT TO CURE DEFAULTS .......................................... .42 SECTION [1.4 ACTIONS AND PROCEEDINGS ...................................................... .43 SECTION 11.5 RECOVERY OF SUMS REQU[RED TO BE PAID .......................... .43 SECTION 11.6 EXAMINATION OF BOOKS AND RECORDS ............................... ..43 SECTION 11.7 OTHER RIGHTS, ETC ....................................................................... ..43 SECTION 11.8 LENDER RIGHT TO RELEASE ......................................................... 44 SECTION 11.9 VIOLATION OF LA WS ....................................................................... 44 SECTION 11.10 RIGHT OF ENTRY .............................................................................. 44 SECTION 11.11 RIGHTS PERTAINING TO SALES .................................................... 44 SECTION [1.12 RIGHT TO RELEASE INFORMATION ........................................... ..46 ARTICLE 12 -ENVIRONMENTAL HAZARDS ...................................................................... ..46 SECTION 12.1 ENVIRONMENTAL DEFINITIONS ................................................. .46 SECTION 12.2 ENVIRONMENTAL REPRESENTATIONS AND W ARRANTlES ................................................................................. .48 SECTION 12.3 ENVIRONMENTAL COVENANTS .................................................. .48 SECTION 12.4 LENDER'S RIGHTS ........................................................................... .49 ARTICLE 13 -INDEMNIFICATION .......................................................................................... 50 SECTION 13.1 GENERAL INDEMNIFICATION ....................................................... 50 SECTION 13.2 MORTGAGE AND/OR INTANGIBLE TAX ...................................... 51 SECTION [3.3 ERISA INDEMNIFICATION .............................................................. 5 [ SECTION 13.4 ENVIRONMENTAL INDEMNIFICATION ....................................... 51 SECTION 13.5 DUTY TO DEFEND, ATTORNEYS' FEES AND OTHER FEES AND EXPENSES .................................................................... 53 ARTICLE 14-WAiVERS ............................................................................................................ 53 SECTION 14.1 WAIVER OF COUNTERCLAIM ........................................................ 53 SECTION 14.2 MARSHALLING AND OTHER MATTERS ...................................... 53 SECTION 14.3 WAIVER OF NOTICE ........................................................................ .53 1204787.5 iii 200507070016AO .... : .. SECTION 14.4 WAIVER OF STATUTE OF LIMiTATIONS ..................................... 54 SECTION 14.5 SURVIVAL.. ......................................................................................... 54 SECTION 14.6 WAIVER OF TRIAL BY JURY ........................................................... 54 ARTICLE 15 -EXCULPATION .................................................................................................. 54 ARTICLE 16 -NOTICES ............................................................................................................. 54 SECTION 16.1 NOTICES .............................................................................................. 54 ARTICLE 17 -APPLICABLE LAW ............................................................................................ 55 SECTION 17.1 CHOICE OF LAW/JURISDICTION AND VENUE ........................... 55 SECTION 17.2 USURY LAWS ..................................................................................... 55 SECTION 17.3 PROVISIONS SUBJECT TO APPLICABLE LAW ............................ 56 SECTION 17.4 INAPPLICABLE PROVISION ........................................................... .56 ARTICLE 18 -SECONDARY MARKET ................................................................................... .56 SECTION 18.1 TRANSFER OF LOAN ........................................................................ 56 SECTION 18.2 SECONDARY MARKET TRANSACTIONS ..................................... 56 SECTION 18.3 COOPERATION; LIMITATIONS ....................................................... 57 SECTION 18.4 INFORMATION ................................................................................... 57 SECTION 18.5 SEVERANCE ....................................................................................... 58 ARTICLE 19 -COSTS .................................................................................................................. 58 SECTION 19.1 ORIGINATION, ADMINISTRATION, ENFORCEMENT, AND DEFENSE EXPENSES ............................................................ 58 ARTICLE 20 -CERTAIN DEFINITIONS, HEADINGS, RULE OF CONSTRUCTION .......... 59 SECTION 20.1 GENERAL DEFINITIONS .................................................................. 59 SECTION 20.2 HEADINGS, ETC ................................................................................. 60 SECTION 20.3 RULES OF CONSTRUCTION ............................................................ 60 ARTICLE 21 -MISCELLANEOUS ............................................................................................. 61 SECTION 21.1 NO ORAL CHANGE ............................................................................ 61 SECTION 21.2 LIABILITY ........................................................................................... 6l SECTION 21.3 DUPLICATE ORIGINALS; COUNTERPARTS ................................. 61 SECTION 21.4 SUBROGATION .................................................................................. 61 SECTION 21.5 ENTIRE AGREEMENT ....................................................................... 62 SECTION 21.6 LENDER'S RIGHT TO SUBORDINATE ........................................... 62 ARTICLE 22 -TRUSTEE PROVISIONS .................................................................................... 62 SECTION 22.1 CONCERNING THE TRUSTEE ......................................................... 62 SECTION 22.2 TRUSTEE'S FEES ................................................................................ 62 SECTION 22.3 CERTAIN RIGHTS .............................................................................. 63 SECTION 22.4 PERFECTION OF APPOINTMENT ................................................... 63 ARTICLE 23 -LOCAL LAW PROVISIONS .............................................................................. 63 SECTION 23.1 INCONSISTENCIES ............................................................................ 63 ARTICLE 24 -ADDITIONAL OR SPECIAL PROVISIONS OR MODIFICATIONS .............. 65 SECTION 24.1 INCONSISTENCIES ............................................................................ 65 t204787.S iv 20050707001640 .. : ... PREAMBLE THIS DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT, AND FIXTURE FILING ("Security Instrument") is made as of July 2, 2005, by and among, RENTON PARTNERS LLC, a Washington limited liability company, and NORTHWEST CO-INVESTMENT NO. 6, LLC, a Washington limited liability company, each having its principal place of business or residing at 11911 NE I st Street, Suite B-1 0 I, Bellevue, Washington 98005, as tenants in common, as grantor (individually, collectively and jointly and severally, the "Borrower," for all purposes of this Security Instrument, such term shall include any successors or assigns of Borrower and any future owners of all or any part of the Property), and CHICAGO TITLE INSURANCE COMPANY, having an address at 70 I 5th Avenue, Suite 3400, Seattle, Washington 98104, as trustee (the ''Trustee''; such term includes the successor and assigns of Trustee, including any parties appointed Trustee by any power of appointment reserved to Lender), and KEYBANK NATIONAL ASSOCIA nON, a national banking association, having a place of business at 911 Main Street, Suite #1500, Kansas City, Missouri 64105, as beneficiary ("Lender," such term includes all successors and assigns and all subsequent holders. if any, of the Promissory Note that this Security Instrument secures). PROPERTY ADDRESS: 701 SW 34th Street, Renton Washington 98055 RECITALS Borrower by its promissory note of even date herewith given to Lender is indebted to Lender in the principal sum of$3,225,000.00 (the "Loan") in lawful money of the United States of America (the note together with all extensions, renewals, modifications, consolidations, substitutions, replacements, restatements and increases thereof shaU collectively be referred to as the "Note"), with interest from the date thereof at the rates set forth in the Note, principal and interest to be payable in accordance with the terms and conditions provided in the Note. Borrower desires to secure the payment of the Debt and the performance of all of its obligations under the Note and other Loan Documents. DEFINITIONS The terms set forth below are defmed in the following Loan Documents or Sections and Subsections of this Security instrument and when used in this Security Instrument shall have the meanings set forth in such Loan Documents (such Loan Documents being incorporated herein by reference for such purposes), Sections, and Subsections unless the context clearly otherwise requires. Certain other capitalized words and phrases that are used on a more limited basis are defined in the Sections in which they are used. 1204787.:5 Action: Section 17.1; Administration and Enforcement Expenses: Section 19.1; Affiliated Manager Subsection: 8.1(a); Applicable Laws: Subsection 3.IO(a); Availability Threshold Subsection: 4.4(a); Bankruptcy Code Subsection: 1.1 (1); Borrower: Preamble and Section 20.1; Business Day: Section 16.1; Business Income Insurance: Subsection 3.3(a)(ii); Business Interruption Period: Subsection 3.3(a)(ii); Casualty Loss: Section 4.4; Commercial Property Insurance: Subsection 3.3(a)(i); Condemnation Action: Section 4.4; Condemnation Awards: Subsection 1.1 (g); Condemnation Restoration: Section 3.6; Control: Subsection 8.I(b); Conversion: Section 18.5; Debt: Section 2.1 ; Decision Power: Subsection 20.3(i); Default Rate: Note; Default: Section 3.4{b) Defeasance: Note; Encumbrance: Subsection 8.1(a); Environmental Law: Section 12.1; Environmental Lien: Section 12.1; Environmental Reports: Section 12.1; ERISA: Subsection 4.2(a); Estimated Rental Income: Subsection 3.3(a)(ii); Event of Default: Section 10.1; Financial Statement Reporting Deposit: Note; Governing State: Section 17.1; Guarantor: Section 5.5; Hazardous Substances: Section 12.1; Impound Account: Section 3.5; Improvements: Subsection U(c); Indemnified Parties: Section 13.1; Indemnitor: Subsection 5.5; Institutional Control: Section 12.1; Insurance Premiums: Subsection 3.3{b); Insurance Restoration: Subsection 3.3( e); Insured Property: Subsection 3.3(a)(i); Interested Parties: Section 18.3; Investor: Section 18.1; Land: Subsection l.1(a); Late Charges: Note; Leases: Subsection 1.1 (f); Leasing Report: Subsection 3.1 I (b); Lender: Preamble and Section 20.1; Lender's Underwriting Standards: Subsection 8.2(a); Liability Insurance: Subsection 3.3(a)(vi); Loan Application: Section 5.14; Loan Documents: Subsection 2.I(a); Loan Sale: Section 18.1; 2 20050707001640.:: Loan Splitting: Section 18.5; Loan Tranching: Section 18.5; Loan: Recitals; Losses: Section 13.1; Maturity Date: Note; Monthly Insurance Impound: Section 3.5; Monthly Payment: Note; Monthly Tax Impound: Section 3.5; Net Proceeds: Subsection 4.4(b); New Borrower: Subsection 8.2(a)(iv); New Guarantor: Subsection 8.2(a)(viii); Non-consolidation Opinion: Section 5.19; Note: Recitals and Section 20.1; O&M Plan: Section 12.1; Other Charges: Subsection 3.4(a); Participations: Section 18.1; Permitted Exceptions: Section 5.1; Personal Property: Subsection U(e); Policies/Policy: Subsection 3.3(b); Prepayment Consideration: Note; Prohibited Transfer: Section 8.1; Property: Section 1.1 and Section 20.1; Qualifying Manager: Section 5.18 Rating Agency; Section 3.3(b) Release: Section 12.1; Remediation: Section 12.1; REMIC: Section 18.2; Rents: Subsection 1.1 (I); Restoration Consultant: Subsection 4.4(b)(iii); Restoration Retainage: Subsection 4.4(b )(iv); Restoration: Section 4.4; Restoration: Subsection 3.3(d); Restricted Party: Subsection 8.1(a); Sale: Subsection 8.1 (a); Secondary Market Transaction: Section 182; Securities: Section 18.1; Securitization: Section 18.1; Security Instrument: Preamble; Servicing Rights Transfers: Section 18.1; Special Cause of Loss: Subsection 3.3(a)(i); Tax Change Acceleration: Subsection 7.3(a); Taxes: Subsection 3.4(a); Terrorism Coverage: Subsection 3.3(c); Transfer Fee: Subsection 8.2(a)(vi); Trustee: Preamble; Uniform Commercial Code: Subsection l.i(e). 3 200507070016An .-. 20050707001640.:: ARTICLE 1 -GRANTS OF SECURITY SECTION l.! PROPERTY MORTGAGED. Borrower does hereby irrevocably deed, mortgage, grant, bargain, sell, alien, enfeoff, hypothecate, remise, release, pledge, assign, warrant, transfer, confirm, and convey to Trustee and Lender a lien on, pledge of, and security interest in, the following property, rights, interests, and estates now owned or hereafter acquired by Borrower to the full extent of Borrower's right, title, and interest therein, including hereafter acquired rights, interests, and property, and all products and proceeds thereof and additions and accessions thereto (sometimes collectively referred to herein as the "Property',): (a) Land. The real property described in Exhibit A attached hereto and made a part hereof (the "Land''); TOGETHER with (b) Additional Land. All additional lands, estates, and development rights now owned Or hereafter acquired by Borrower for use in connection with the Land and the development of the Land that may, from time to time, by supplemental mortgage or otherwise, be expressly made subject to the lien of this Security Instrument; (c) Improvements. The buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter erected or located on the Land (the "Improvements"); (d) Easements and Appurtenances. All easements, rights-of-way or use, rights, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers, air rights and development rights, riparian rights, and all estates, rights, titles, interests, privileges, liberties, servitudes, tenements, hereditaments and appurtenances of any nature whatsoever, in any way now or hereafter belonging, relating Or pertaining to the Land and the Improvements and the reversion and reversions, remainder and remainders, including any homestead or other claim at law or in equity and any after-acquired title, franchises, licenses, and any reversions and remainders thereof, and all land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Land, to the center line thereof and all the estates, rights, titles, interests, dower and rights of dower, curtesy and rights of curtesy, property, possession, claim and demand whatsoever, both at law and in equity, of Borrower of, in, and to the Land and the Improvements and every part and parcel thereof, with the appurtenances thereto; (e) Fixtures and Tangible Personal Property. All inventory, machinery, furniture, equipment, and fixtures (including all heating, air conditioning, plumbing, lighting, communications and elevator fixtures) and other property of every kind and nature whatsoever located upon the Land or the Improvements or appurtenant thereto or used in connection with the present or future operation or occupancy of the Land or the Improvements, including all materials intended for construction, reconstruction, refurbishment, renovation, alterations, and repairs to the Property (whether stored or located on or off the Property) (all of the items described in Subsections 1.1 (e) through l.I(m) below are herein sometimes collectively called the "Personal Property"), including the right, title and interest of Borrower in and to any of the Personal Property that may be subject to any security interests, as defined in the Uniform 4 20050707001640.vi Commercial Code, as adopted and enacted by any state or states where any of the Property is located (the "Uniform Commercial Code") superior in lien to the lien of this Security Instrument, such Personal Property to include, for example, the following: (1) all furniture and furnishings, including carpets, rugs and other floor coverings, draperies, drapery rods and brackets, awnings, window shades, Venetian blinds, curtains, lighting fixtures, desk chairs, stools, pictures, lamps, ash trays, waste baskets, clocks, radios, and all other furniture and furnishings of every kind and nature whatsoever; (2) all cash registers, coin machines, computers, word processing equipment, adding machines, calculators, check protectors, postage meters, desks, chairs. tables, room dividers, filing cabinets, safes, vaults, time clocks. time card machines, and other office furniture, equipment and supplies of every kind and nature whatsoever; (3) all right and interest of the Borrower in and to all equipment leases, personal property leases, conditional sales contracts and similar agreements in and to the telephone system (including the switching components thereot), television sets, computer systems, refrigeratorlbars, and pOint of sale computer systems andlor inventory control systems; (4) all apparatus, machinery, motors, tools, insurance proceeds, leases, and equipment, including fire sprinklers and alarm systems, air conditioning, heating, refrigerating, electronic monitoring, window or structural cleaning rigs, maintenance equipment, equipment for the extermination or exclusion of vermin or insects, equipment for removal of dust, debris, snow, refuse or garbage, and all other equipment of every kind; (5) elevators, fittings, radiators, gas ranges, mechanical equipment, and all plumbing, heating, lighting, cooking, laundry, ventilating, refrigerating, incinerating, air conditioning, central energy and sprinkler equipment and fixtures and appurtenances thereto; and (6) all renewals or replacements of any of the foregoing, whether or not the same are or shall be attached to the Improvements; (t) Leases and Rents. All leases and other agreements affecting or relating to the use, enjoyment or occupancy of all or any part of the Land or the Improvements heretofore or hereafter ~ntered into, whether before or after the filing by or against Borrower of any petition for relief under II U.S.C. § 101 ~~. (the "Bankrnptcy Code"), as the same may be amended from time to time (the "Leases") and all right, title and interest of Borrower, its successors and assigns therein and thereunder, including cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, royalties, licenses, payments (including payments pursuant to the exercise of any purchase option by any tenant under any Lease), fees (including termination fees), revenues, income, receipts, charges, accounts, accounts receivable, issues and profits and other benefits (including all oil and gas or other mineral royalties and bonuses) from the Land Or the Improvements whether paid or accruing before or after the filing by or against Borrower of any petition for relief under the Bankruptcy Code (collectively, the "Rents") and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debt; (g) Condemnation Awards. All awards or payments, including interest thereon (collectively "Condemnation Awards"), which may heretofore and hereafter be made with respect to the Property, whether from the exercise of the right of eminent domain (including any transfer made in lieu of or in anticipation of the exercise of such right), or for a change of grade, inverse condemnation or for any other injury to or decrease in the value of the Property whether permanent or temporary; 5 20050707001640.01 •. (h) Insurance Proceeds. All proceeds of and any unearned premiums on any insurance policies covering the Property, including the right to receive and apply the proceeds of any insurance judgments, or settlements made in lieu thereof, for damage to the Property; (i) Tax Certiorari. All refunds, rebates or credits in connection with a reduction in real estate taxes and assessments charged against the Property as a result of tax certiorari or any applications or proceedings for reduction; G) Miscellaneous Personal Property. All intangible property used in connection with or generated by, located on or at or pertaining to the Property including all general intangibles, payment intangibles, software, goodwill, trademarks, trade names, service marks, logos, copyrights, option rights, purchase contracts, contract rights or leases of personal property and security deposits received pursuant thereto, utility contracts, service contracts, guaranties, warranties, telephone exchange numbers, licenses, government permits and applications, approvals and other government rights relating to the Property or the operation of the business thereon; all books and records; deposit accounts, letter-of-credit rights, accounts, contract rights, instruments, chattel paper, investment property, all rights of Borrower for payment of money for property sold, rented or lent, for services rendered, for money lent, or advances or deposits made; all claims, actions, and causes of action (including those arising in tort, including commercial tort claims) of Borrower against others; all agreements, contracts, certificates, instruments (including promissory notes, guaranties, liens and all writings which evidence a right to the payment of money), franchises, permits, licenses, plans, specifications and other documents, now or hereafter entered into, and all rights therein and thereto, respecting or pertaining to the use, occupation, construction, management or operation of the Property or any part thereof or respecting any business or activity conducted on the Property or any part thereof and all right, title and interest of Borrower therein and thereunder, including the right to receive and collect any sums payable to Borrower thereunder; all extensions, improvements, betterments, replacements, renewals, or additions and accessions to any of the foregoing; and any other intangible property of Borrower related to the Property; and (k) Personal Property As Defined In Uniform Commercial Code. In addition to any other property mentioned in this Section I. I, all property in which a security interest may be created pursuant to the Uniform Commercial Code (or any similar laws) including all goods, inventory, equipment, accounts, accounts receivable, contract rights, general intangibles, chattel paper, documents, documents of title, instruments, deposit accounts, letter-of-credit rights, investment property, tort claims (including commercial ton claims), and securities located on or generated by or used in connection with the ownership or operation of the Property; (I) Conversion. All proceeds of the conversion, voluntary or involuntary, of any of the foregoing including proceeds of insurance and Condemnation Awards, into cash or liquidation claims; and (m) Other Rights. Any and all other rights of Borrower in and to the items set forth in Subsections (a) through (I) above. SECTION 1.2 ASSIGNMENT OF LEASES AND RENTS. Borrower hereby absolutely and unconditionally assigns to Lender Borrower's right, title and interest in and to all 6 20050707001640.u·, current and future Leases and Rents, it being acknowledged by Borrower that this assigrunent constitutes, and is intended to constitute a present, absolute assignment and not an assignment for additional security only. Nevertheless, subject to the terms ofthis Section 1.2 and Section 3.7, Lender grants to Borrower a revocable license to collect and receive the Rents. Borrower shall hold a portion of the Rents sufficient to discharge all current sums due on the Debt for use in the payment of such sums. SECTION 1.3 SECURITY AGREEMENT. This Security Instrument is both a real property mortgage and a "security agreement" within the meaning of the Uniform Commercial Code. The Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Borrower in the Property. By executing and delivering this Security Instrument, Borrower hereby grants to Lender, as security for the Debt, a security interest in any of the Property that is deemed to be personal property to the full extent that such property may be subject to the Uniform Commercial Cnde. This Security Instrument shall be and is intended to serve as a financing statement under the Uniform Commercial Code with respect to the Personal Property, and when filed shall serve as a financing statement for all intents and purposes thereunder. Borrower authorizes Lender to file financing statements describing the Personal Property. Lender shall be entitled to all rights and remedies of a "secured party" under the Uniform Commercial Code. Upon its recording in the real property records, this Security Instrument shall be effective as a financing statement filed as a fixture filing and when filed shall serve as a financing statement for all intents and purposes thereunder. For purposes of this filing, Borrower is the record owner of the Property. The name and mailing address of Borrower, as debtor, and the name and mailing address of Lender, as secured party, from which information concerning this Financing Statement may be obtained, are set forth in the Preamble of this Security Instrument. The Borrower shall immediately advise the Lender in writing of any change in the state of Borrower's organization, or Borrower's exact legal name, or the places where the Personal Property, or any part thereof, or the books and records concerning the Personal Property, or any part thereof, are kept. If any of the Property is deemed to be personal property, this Security Instrument shall also constitute a security agreement with respect to such personal property executed by Borrower as debtor in favor of Lender as Secured Party. Upon the occurrence of an Event of Default, Lender may, in addition to and not in derogation of any other rights and remedies of Lender under the Loan Documents or applicable law, in accordance with Section 9-604 of the Uniform Commercial Code, as applicable, or other such provisions of the Uniform Commercial Code, elect (i) to proceed under and have all the rights and remedies of a secured party under Anicle 9 of the Uniform Commercial Code and any other applicable law, or (ii) to proceed as to both the real property and the personal property in accordance with Lender's rights and remedies in respect of the real property encumbered by this Security Instrument, whereupon at any foreclosure sale conducted pursuant to this Security Instrument the Trustee acting hereunder may offer the real and personal property together as part of the same sale, with bids to be taken on the whole of the real and personal property rather than separately. Borrower shall promptly notify Lender of the existence of any commercial tort claim now or hereafter existing for the benefit of Borrower or the Property, and shall execute, acknowledge and deliver a security agreement or other documentation as Lender shall from time to time require to acquire and perfect a valid and binding security interest in such commercial tort claim. 7 20050707001640.::~ SECTION 1.4 PLEDGE OF MONIES HELD. Borrower hereby pledges to Lender any and all items and monies now or hereafter held by Lender, including any sums deposited in the Impound ACCOUnt or any escrow, as additional security for the Debt until expended or applied as provided in this Security Instrument. SECTION 1.5 COMMON LAW PLEDGE/ASSIGNMENT. To the extent that the Uniform Commercial Code does not apply to any item of the Personal Property, it is the intention of this Security Instrument that Lender have a common law pledge andlor collateral assignment of such item of Personal Property. CONDITIONS TO GRANT TO HAVE AND TO HOLD the Property unto and to the use and benefit of Lender, and the successors and assigns of Lender, forever; IN TRUST, WITH POWER OF SALE, to secure payment of the Debt at the time and in the manner provided in the Loan Documents; PROVIDED, HOWEVER,.these presents are upon the express condition that, if Borrower shall well and truly pay to Lender the Debt at the time and in the manner provided in the Loan Documents, and shall abide by and comply with each and every covenant and condition set forth in the Loan Documents, these presents and the estate hereby granted shall terminate. ARTICLE 2 -DEBT AND OBLIGATIONS SECURED SECTION 2.1 DEBT. This Security Instrument and the grants, assignments, and transfers made in Article 1 are given for the purpose of securing the following, in such order of priority as Lender may determine (the "Debt"): (a) the payment of the indebtedness and obligations evidenced by or arising under the following, which, together with all amendments or modifications thereto and substimtions or replacements thereof are sometimes herein collectively called the "Loan Documents" Or individually a "Loan Document": this Security Instrument, the Note and all other documents and instruments existing now or after the date hereof that evidence, secure or otherwise relate to the Loan, including any assignments ofleases and rents, other assignments, security agreements, financing statements, guaranties, indemnity agreements (including environmental indemnity agreements), letters of credit, or escrowlholdback or similar agreements or arrangements. (b) the payment of interest, default interest, late charges and other sums, as provided in the Note, this Security Instrument, or any other Loan Document; (c) Prepayment Consideration (as such term is defined in the Note); (d) the payment of all other monies agreed or provided to be paid in the Note, this Security Instrument, or any other Loan Document; (e) the payment of all sums advanced pursuant to this Security Instrument or any other Loan Document to protect and preserve the Property and the lien and the security interest 8 20050707001640.::~ . created hereby or otherwise, it being agreed by Borrower that any future advances made by Lender to or for the benefit of Borrower from time to time under the Note or the other Loan Documents and whether or not such advances are obligatory or are made at the option of Lender, or otherwise, made for any purpose, and all interest accruing thereon, shall be equally secured by this Security Instrument and shall have the same priority as all amounts, if any, advanced as of the date hereof and shall be subject to all of the terms and provisions of this Security Instrument; (f) the payment of all loans and advances by Lender, all liabilities, indemnities, damages and claims of any kind or nature (in contract, tort or otherwise, including damages incurred by Lender because Borrower has failed to pay the Note strictly in accordance with its terms), and costs and expenses (including attorneys' fees) incurred by Lender in connection with the Debt or any part thereof, or the servicing or administration thereof or the enforcement of Lender's remedies in the collection thereof, any renewal, extension, modification, consolidation, change, substitution, replacement, restatement or increase ofthe Debt or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Borrower or Lender and whether or not evidenced by additional promissory notes or other instruments; (g) the performance of all other obligations of Borrower contained herein; (h) the performance of each obligation of Borrower contained in the Note in addition to the payment of the Debt and of Borrower contained in any Loan Document; and (i) the performance of each obligation of Borrower contained in any renewal, extension, modification, consolidation, change, SUbstitution, replacement for, restatement or increase of all or any part of the Note, this Security Instrument or any other Loan Document. ARTICLE 3 -BORROWER COVENANTS Borrower covenants and agrees that: SECTION 3.1 PAYMENT OF DEBT. Borrower shall pay the Debt at the time and in the manner provided in the Note and in this Security Instrument. SECTION 3.2 INCORPORATION BY REFERENCE. All of the covenants, conditions and agreements contained in the Note and each other Loan Document are hereby made a part of this Security Instrument to the same extent and with the same force as if fully set forth herein. SECTION 3.3 INSURANCE. (a) Insurance. Borrower shall obtain and maintain, or cause to be maintained, insurance for Borrower and the Property providing at least the following coverages: (i) Property Insurance. Insurance ("Commercial Property Insurance") with respect to the Improvements, including fixtures, machinery, equipment and any other items of Property (collectively "Insured Property") owned by Borrower and typically insured by a commercial property insurance 9 20050707001640.;;~ - policy, insuring against any peril now or hereafter included within the classification "Special Cause of Loss" insuring against risks of direct physical loss, in an amount not less than one hundred percent (100%) of the "Full Insurable Value" (as hereinafter defined) of the Improvements and other Insured Property, with an "agreed amount" endorsement waiving all co-insurance provisions. The term "Full Insurable Value" shall mean the full replacement cost value of the Improvements and Insured Property (without taking into account any depreciation, and exclusive of excavations, footings and foundations, landscaping and paving) determined annually at Borrower's sole cost and expense by an insurer, a recognized independent insurance broker or an independent appraiser selected by Borrower and approved by Lender, but in no event less than the coverage required pursuant to the terms of any Lease. In addition, Borrower shall obtain: (x) ifany portion of the Improvements is currently or at any time in the future located in a federally designated "special flood hazard area," flood hazard insurance in an amount equal to the lesser of (1) the outstanding principal balance of the Note or (2) the maximum amount of such insurance available under the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the National Flood Insurance Reform Act of 1994, as each may be amended or such greater amount as Lender shall require; (y) earthquake or earth movement insurance in amounts and in form and substance satisfactory to Lender in the event that Property is located in an area with a high degree of seismic activity and (z) coastal windstorm insurance in amounts and in form and substance satisfactory to Lender in the event the Property is located in any coastal region, provided that the insurance pursuant to clauses (x), (y) and (z) hereof shall be on terms consistent with the "Special Cause of Loss" insurance policy required under this subsection (i). (ii) Business Interruption. Business interruption andlor loss of "rental income" insurance ("Business Income Insurance") in an amount sufficient to avoid any co-insurance penalty and to provide proceeds that will cover the estimated annual gross income as determined by Lender (the "Estimated Rental Income") for a period (the "Business Interruption Period") of (A) not less than twelve (12) months from the date of casualty or loss ifthe amount of the Loan is less than $20,000,000, or (B) not less than eighteen (18) months from the date of casualty or loss if the amount of the Loan is $20,000,000 or more. In each such case, such Business Income Insurance policy shall provide that, after the physical loss to the Improvements and the other Insurable Property has been repaired, the continued loss of Estimated Rental Income will be insured during the applicable Business Interruption Period, and notwithstanding that the policy may expire prior to the end of such period. The term "rental income" to mean the sum of (A) the total then ascertainable Rents payable under the Leases and (B) the total ascertainable amount of all other amounts to be received by Borrower from third parties which are the legal obligation of the tenants. The amount of Business Income Insurance coverage shall be adjusted annually by Lender to reflect the projected rents payable during the next succeeding Business Interruption Period; 10 20050707001640.01 (iii) Boiler and Machinery. If applicable, comprehensive form boiler and machinery insurance (without exclusion for explosion), on terms consistent with those set forth for Commercial Property Insurance in Section 3.3(a)(i) above; (iv) Builder's Risk. At all times during which construction, repairs or alterations are being made with respect to the Improvements that either affect the structure of the improvements or will cost in excess offive percent (5%) of the value of the Property (A) owner's contingent or protective liability insurance covering claims not covered by or under the terms or provisions of the commercial general liability insurance policy described in Subsection 3.3(a)(vi) below; and (B) the insurance provided for in Subsection 3.3(a)(i) written in a so- called builder's risk completed value form (I) on a non-reporting basis, (2) against all risks insured against pursuant to Subsection 3.3(a)(i), (3) including permission to occupy the Property, and (4) with an agreed amount endorsement waiving co-insurance provisions; (v) Ordinance/Law Coverage. Ordinance or law coverage and insurance coverage to compensate for the cost of demolition or rebuilding of the undamaged portion of the Property along with any reduced value and the increased cost of construction in amounts as requested by Lender if the Property is Or becomes a legally non-conforming use; (vi) Liabilitv Insurance. Commercial general liability insurance ("Liability Insurance") on an "occurrence" form, including bodily injury and property damage liability, and insurance against any and all claims, including all legal liability imposed upon Lender and all court costs and legal fees and expenses, arising out of or connected with the possession, use, leasing, operation, maintenance or condition of the Property. Such insurance shall provide commercial general liability protection in an amount not less than Three Million Dollars ($3,000,000) each occurrence and annual aggregate, combined single limit, bodily injury and property damage. For loans with original principal amounts in excess of $20,000,000, Liability Insurance shall be in an amount of not less than Ten Million Dollars ($10,000,000) each occurrence and annual aggregate, combined single limit, bodily injury and property damage; (vii) Workers Compensation Insurance. If the Property includes commercial property, worker's compensation insurance with respect to any employees of Borrower, as required by any Governmental Authority or any Applicable Law; and (viii) Other Insurance. Such other insurance with respect to the Property against loss or damage of the kinds from time to time customarily insured against .and generally required by institutional lenders for properties comparable to the Property. (b) Insurance Policies. All insurance provided for in Subsection 3.3(a) hereof shall be obtained under valid and enforceable policies (the "Policies" or in the singular, II 20050707001640." • the "Policy") issued by one or more insurers satisfactory to Lender and having a rating of A:V or better by Best's Key Rating Guide, and, ifthe amount of the Loan is greater than $20,000,000, an Insurer Financial Strength Rating of AA or better from Standard & Poor's Ratings Services, a Division of McGraw-Hill Companies, Inc., and, upon Lender's request, an equivalent rating by any other nationally recognized credit rating agency approved by Lender (each a "Rating Agency"). All insurers providing the insurance required under this Security Instrument shall be authorized to issue insurance in the state in which the Property is located. The Policy referred to in SUbsection 3.3(a)(vi) above shall name Lender as an additional insured and the Policies referred to in Subsection 3.3(a)(i), (ii), (iii) and (iv), and as applicable (viii), above shall provide that all proceeds be payable to Lender as set forth in Section 4.4 hereof. The Policies referred to in Subsections 3.3(a)(i), (iii), and (iv) shall also: (I) contain a standard "non-contributory mortgagee" endorsement or its equivalent relating, inter alia, to recovery by Lender notwithstanding the negligent or willful acts or omission of Lender; (2) contain a waiver of subrogation endorsement as to Lender; and (3) be approved by Lender as to amounts, form, risk coverage, deductibles, loss payees and insureds. All Policies shall contain (i) a provision that such Policies shall not be cancelled or terminated, nor shall they expire, without at least thirty (30) days prior written notice to Lender in each instance; and (ii) include effective waivers by the insurer of all claims for Insurance Premiums against any loss payees, additional insureds and named insureds (other than Borrower). Certificates of insurance with respect to all renewal and replacement Policies shall be delivered to Lender not less than thirty (30) days prior to the expiration date of any of the Policies required to be maintained hereunder which certificates shall bear notations evidencing payment of applicable premiums (the "Insurance Premiums"). Duplicate originals of such replacement Policies shall be delivered to Lender promptly after Borrower's receipt thereof but in any case within thirty (30) days after the effective date thereof. If Borrower fails to maintain and deliver to Lender the original Policies or certificates of insurance required by this Security Instrument, upon ten (10) days prior notice to Borrower, Lender may procure such insurance at Borrower's sole cost and expense. (c) Terrorism Coverage. The commercial property and business income insurance required pursuant to Section 3(a) hereof shall be required to cover perils of terrorism and acts of terrorism ("Terrorism Coverage") and Borrower shall maintain Commercial Property Insurance and Business Income Insurance for loss resulting from perils, and acts of terrorism on terms (including amounts) consistent with those required under Sections 3.3(a)(i) and (iii) above at all times during the term of the Loan so long as (A) Lender determines that either (I) prudent owners of real estate comparable to the Property are maintaining same, or (II) prudent institutional lenders are requiring that such owners maintain such insurance; or (B) if such insurance is obtainable from any insurer or the United States of America or any agency or instrumentality thereof and the lack of such insurance in and of itself will result in a qualification, downgrade or withdrawal of the then current rating assigned, or to be assigned, or prevent ratings from being assigned, to the Securities or any class thereof in any applicable Securitization. If Lender bas waived the requirement that Borrower obtain Terrorism Coverage, Lender may at any time require that Borrower obtain such Terrorism Coverage upon thirty (30) days notice. 12 20050707001640.':; , (d) Compliance With Insurance Requirements. Borrower shall comply with all insurance requirements and shall not bring or keep or pennit to be brought or kept any article upon any of the Property or cause or pennit any condition to exist thereon which would be prohibited by an insurance requirement, or would invalidate the insurance coverage required hereunder to be maintained by Borrower on or with respect to any part of the Property pursuant to this Section 3.3. (e) Restoration. If the Property shall be damaged or destroyed, in whole or in part, by fire or other casualty, Borrower shall give prompt notice of such damage to Lender and provided that BOlTOwer shall have received the Net Proceeds, Borrower shall promptly commence and diligently prosecute the completion of the repair and restoration of the Property as nearly as possible to the condition the Property.was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender (the "Insurance Restoration") and otherwise in accordance with Section 4.4 of this Security Instrument. (f) Blanket Insurance Policies. The insurance coverage required under Section 3.3(a) may be effected under a blanket policy or policies covering the Property and other properties and assets not constituting a part of the security hereunder; provided that any such blanket policy shall specify the portion of the total coverage of such policy that is allocated to the Property, and any sub-Jimit in such blanket policy applicable to the Property, and shall in any case comply in all other respects with the requirements ofthis Section 3.3. Lender may make such other requirements with respect to blanket insurance as Lender may deem appropriate or desirab Ie from time to time. (g) Absolute Transfer On Foreclosure. In the event of a foreclosure of this Security Instrument or other transfer of title to the Property extinguishing the Debt or the lien of this Security Instrument, all right, title and interest of Borrower in and to any insurance policies then in force shall pass to and are hereby assigued by Borrower to the purchaser or grantee. SECTION 3.4 PAYMENT OF TAXES, ETC. ( a) Borrower shall pay by their due date all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property as same become due and payable. Borrower shall deliver to Lender, promptly upon Lender's request, evidence satisfactory to Lender that the Taxes, Other Charges, and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause 10 be paid and discharged any lien or charge whatsoever that may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the 13 payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower, at its own expense, may 20050707001640 ,-,: contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Taxes, provided that (i) no Event of Default or any event that, with notice or the passage of time or the modification or termination of the automatic stay of Section 362 of the United States Bankruptcy Code may become an Event of Default, has occurred under the Note, this Security Instrument or any of the Loan Documents (a "Default"), (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property (it not being implied by this clause that any such encumbrance will be permitted), (iii) such proceeding shaH suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, (vi) Borrower shall have set aside adequate reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, and (vii) Borrower shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Impound Account available for payment of Taxes. SECTION 3.5 TAX AND INSURANCE IMPOUND ACCOUNT. Borrower shall establish and maintain at all times while this Security Instrument continuj:s in effect an impound account (the "Impound Account") with Lender for payment of Taxes and Insurance Premiums on the Property and as additiona I security for the indebtedness secured hereby. Borrower shall deposit in the Impound Account an amount determined by Lender to be sufficient (when added to the monthly deposits described herein) to pay the next due installment of real estate taxes and assessments on the Property at least one (I) month prior to the due date or the delinquency date thereof (as Lender shall determine) and the next due annual insurance premiums with respect to the Property at least one (I) month prior to the due date thereof. Commencing on the first Monthly Payment Date under the Note and continuing thereafter on each Monthly Payment Date under the Note, Borrower shall pay to Lender, concurrently with the Monthly Payment due under the Note, deposits in an amount equal to one-twelfth (1112) of the amount of the annual Taxes that will next become due and payable on the Property (the "Monthly Tax Impound"), plus one-twelfth (1/12) of the amount of the annual Insurance Premiums that will next become due and payable on insurance policies which Borrower is required to maintain hereunder (the "Monthly Insnrance Impound''), each as estimated and determined by Lender. The Monthly Tax Impound or Monthly Insurance Impound, and the payments of interest or principal or both, payable pursuant to the Note, shaH be added together and shaH be paid as an aggregate sum by Borrower to Lender. If Lender at any time determines that the Monthly Tax Impound or Monthly Insurance Impound is insufficient, Lender may in its discretion adjust the reqUired monthly payments of such amounts, and Borrower shall be obligated to pay the increased amounts for the Monthly Tax Impound or Monthly Insurance Impound commencing with the 14 20050707001640 ,-,; next monthly payment date under the Note. So long as no Event of Default or Default has occurred and is continuing, all surns in the Impound Account shall be held by Lender in the Impound Account and used to pay Taxes and Insurance Premiums before the same become delinquent. Borrower shall be responsible for ensuring the receipt by Lender, at least thirty (30) days prior to the respective due date or the delinquency date for payment thereof (as Lender shall determine), of all bills, invoices and statements for all Taxes and Insurance Premiums to be paid from the Impound Account, and so long as no Event of Default has occurred and is continuing, Lender shall pay the governmental authority or other party entitled thereto directly to the extent funds are available for such purpose in the Impound Account. In making any payment from the Impound Account, Lender shall be entitled to rely on any bill, statement or estimate procured from the appropriate public office or insurance company or agent without any inquiry into the accuracy of such bill, statement or estimate and without any inquiry into the accuracy, validity, enforceability or contestability of any tax, assessment, valuation, sale, forfeiture, tax lien or title or claim thereof. Lender shall pay no interest on funds contained in the Impound Account to Borrower and any interest or other earnings on funds deposited in the Impound Account shall be solely for the account of Lender. If the total funds in the Impound Account shall exceed the amount of payments actually applied by Lender for the purposes of the Impound Account, such excess may be credited by Lender on subsequent payments to be made hereunder or, at the option of Lender, refunded to Borrower. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If, however, the Impound Account shall not contain sufficient funds to pay the sums required when the same shall become due and payable, Borrower shall, within ten (10) days after receipt of written notice thereof, deposit with Lender the full amount of any such deficiency. The Impound Account shall not constitute a trust fund and may be commingled with other monies held by Lender. SECTION 3.6 CONDEMNATION. Borrower shall promptly give Lender notice of the actual or threatened commencement of any condemnation or eminent domain proceeding and shall deliver to Lender copies of any and all papers serv'ed in connection with such proceedings. Lender may participate in any such proceedings to the extent permitted by law. Borrower shall deliver to Lender all instruments requested by it to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Borrower shall not make any agreement in lieu of condemnation of the Property or any portion thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an insubstantial portion of the Property as determined by Lender. Notwithstanding any taking by any public or quasi- public authority through eminent domain or otherwise (including any transfer made in lieu of or in anticipation of the exercise of such taking) and whether or not any Condemnation Awards are made available to Borrower for the completion of the repair and restoration of the Property as nearly as possible to the condition the Property was in immediately prior to the condemnation or transfer in lieu of condemnation, with such alterations as may be approved by Lender in accordance with Section 4.4 (a "Condemnation Restoration"), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Security Instrument and the Debt shall not be reduced until any Condemnation Award shall have been actually received and applied by Lender, after the deduction of expenses of COllection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Condemnation Awards by the condemning authority but shall be entitled to receive out of the 15 20050707001640 ,-,/- Condemnation Awards interest at the rate or rates provided herein or in the Note. Borrower shall cause Condemnation Awards payable to Borrower in any condemnation or transfer made in lieu of or in anticipation of the exercise of such taking to be paid directly to Lender. Lender shall apply any such Condemnation Awards (after deducting any expenses of collection) to the reduction or discharge of the Debt (whether or not then due and payable). No Prepayment Consideration shall be payable solely in connection with such Condemnation Awards; provided, however, that notwithstanding the foregoing, if an Event of Default or a Default is existing as of the date of the condemnation, then any Condemnation Awards or proceeds applied to the Debt pursuant to this Section shall be subject to the Prepayment Consideration computed in accordance with the terms of the Note. For the purposes of determining whether Prepayment Consideration shall be payable under this Section 3.6, a civil or criminal action seeking or resulting in a forfeiture of the Property shall not be deemed a condemnation or eminent domain proceeding and any payment made pursuant to or in connection with such forfeiture action be subject to the payment of Prepayment Consideration. If the Property or any portion thereof is taken by the power of eminent domain, Borrower shall promptly commence and diligently prosecute the Condemnation Restoration in accordance with Section 4.4 of this Security Instrument. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the award or payment, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Condemnation Awards or a portion thereof sufficient to fully satisfy the Debt. SECTION 3.7 LEASES AND RENTS. Borrower shall comply at all times with that certain Assignment of Leases and Rents of even date herewith executed by Borrower in favor of Lender, which is incorporated herein by this reference as though fully set forth herein. All Rents generated by or derived from the Property shall first be utilized solely for current expenses directly attributable to the ownership and operation of the Property, including current expenses relating to Borrower's liabilities and obligations with respect to the Loan Documents, and none ofthe Rents generated by or derived from the Property shall be diverted by Borrower and utilized for any other purpose unless all such current expenses attributable to the ownership and operation of the Property have been fully paid and satisfied. SECTION 3.8 MAINTENANCE OF PROPERTY. Borrower shall cause the Property to be maintained in a good and safe condition and repair. The Improvements and the Personal Property shall not be removed, demolished or materially altered (unless such Personal Property is replaced with personal property of equal or better quality) without the consent of Lender. Borrower shall promptly repair, replace or rebuild any part of the Property which may be destroyed by any casualty, or become damaged, worn or dilapidated or which may be affected by any proceeding of the character referred to in Section 3.6 hereof and shall complete and pay for any structure at any time in the process of construction or repair on the Land. Borrower shall not initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses that may be made of the Property or any part thereof. If under applicable zoning provisions the use of all or any portion of the Property is or shall become a nonconfonning use, Borrower will not cause or permit the nonconforming use or Improvement to be discontinued or abandoned without the express written consent of Lender. 16 20050707001640,,/ SECTION 3.9 WASTE. Borrower shall not commit or suffer any waste of the Propeny ("waste" meaning the diminution in the Property's value resulting from Borrower's negligent or willful failure to manage, maintain, repair and otherwise operate the Property in a commercially reasonable manner) or make any change in the use of the Property which will in any way materially increase the risk of fire or other hazard arising out of the operation of the Property, or take any action that might invalidate or give cause for cancellation of any Policy, or do or permit to be done thereon anything that may in any way impair the value of the Property or the security of this Security Instrument. Borrower shall not, without the prior written consent of Lender, permit any drilling or exploration for or extraction, removal, or production of any minerals from the surface or the subsurface of the Land, regardless of the depth thereof or the method of mining or extraction thereof. SECTION 3.10 COMPLIANCE WITH LAWS. (a) Borrower shall promptly comply with all existing and future federal, state and local laws, orders, ordinances, governmental rules and regulations or coun orders affecting the Property and the use thereof ("Applicable Law"). (b) Borrower shall maintain all necessary certificates, licenses and other approvals, governmental and otherwise, necessary for the operation of the Property and the conduct ofits business and all required zoning, building code, land use, environmental and other similar permits or approvals, in full force and effect and shall not take or omit to take any action that would subject any of the foregoing to revocation, suspension, forfeiture or modification. (c) Borrower shall from time to time, upon Lender's request, provide Lender with evidence leasonably satisfactory to Lender that the Property complies with all Applicable Laws or is exempt from compliance with Applicable Laws. (d) Notwithstanding any provisions set forth herein or in any document regarding Lender's approval of alterations of the Property, Borrower shall not alter the Property in any manner that would materially increase Borrower's responsibilities for compliance with Applicable Laws without the prior written approval of Lender. Lender's approval of the plans, specifications, or working drawings for alterations of the Property shall create no responsibility or liability on behalf of Lender for their completeness, design, sufficiency or their compliance with Applicable Laws. The foregoing shall apply to tenant improvements constructed by Borrower or by any of its tenants. Lender may condition any such approval upon receipt of a certificate of compliance with Applicable Laws from an independent architect, engineer, or other person acceptable to Lender. (e) Borrower shall give prompt notice to Lender of the receipt by Borrower of any notice related to a violation of any Applicable Laws and of the commencement of any proceedings or investigations which relate to compliance with Applicable Laws. (f) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the Applicable Laws affecting the Property, provided that (i) no 17 Event of Default or Default has occurred; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property; (iii) such proceeding shall be pencilled under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder; (iv) neither the Property nor any part thereof or interest therein nor any of the tenants or occupants thereof shall be affected in any material adverse way as a result of such proceeding; and (v) Borrower shall have furnished to Lender all other items reasonably requested by Lender. SECTION 3.11 BOOKS AND RECORDS. 20050707001640.::: (a) Borrower shall keep adequate books and records of account in accordance with methods acceptable to Lender and consistently applied, and shall furnish to Lender: (i) Within ninety (90) days after the close of each fiscal year of Borrower, Borrower shall deliver or cause to be delivered to Lender the following financial reports, each of which shall be certified by the Borrower's chief financial officer or another person acceptable to Lender: (A) an annual rent roll; (B) an annual operating statement of the Property; and (C) an annual balance sheet and profit-and-Ioss statement of Borrower. Ifrequired by Lender, the annual operating statement, annual balance sheet and arinual profit-and-Ioss statement shall be audited or prepared and certified by an independent certified public accountant acceptable to Lender. (ii) For each Guarantor, Borrower shall deliver, or cause to be delivered to Lender within ninety (90) days after the close of the fiscal year of such Guarantor (A) an annual balance sheet and profit and loss statement of such Guarantor certified by such Guarantor's chief financial officer or another person acceptable to Lender if such Guarantor is an entity, or (B) a signed personal financial statement in a form satisfactory to Lender if such Guarantor is an individual. (iii) For the first twelve (12) months after the date of this Security Instrument, Borrower shall deliver, or cause to be delivered, all of the following with respect to the previous calendar month within twenty-one (2 I) days after the close of each calendar month, in each case be certified by the Borrower's chief financial officer or another person acceptable to Lender: (A) monthly rent roll(s); (B) monthly operating statement(s) of the Property; and (C) year-to-date operating statement(s) of the Property. (iv) Beginning thirteen (13) months after the date of this Security Instrument, Borrower shall deliver, or cause to be delivered, all of the following with respect to the previous fiscal quarter within thirty (30) days after the close of each fiscal quarter, all to be certified by the Borrower's chief financial officer or another person acceptable to Lender: (A) a quarterly rent roll; (B) a quarterly operating statement of the Property; and (C) a year-to-date operating statement of the Property. 18 20050707001640 .,.;. (b) Not later than each February I during the term of the Note upon Lender's request, Borrower shall deliver to Lender, for Lender's approval, a report (the "Leasing Report") setting forth the minimum economic terms that Borrower proposes for use in connection with the standard lease form for leases of portions of the Property during the twelve month period beginning upon such anniversary date. The terms set forth in the Leasing Report shall reflect the prevailing market conditions for like properties in the locality of the Property. (c) Immediately upon Borrower's receipt of such information, but in no event less frequently than annually, Borrower shall deliver to Lender upon request, in form satisfactory to Lender, information regarding the sales andlor receipts of each tenant of the Property who is required to report such information to Borrower pursuant to such tenant's Lease or otherwise. (d) Upon request, Borrower and its affiliates shall furnish to Lender: (i) a property management report for the Property, showing the number of inquiries made andlor rental applications received from tenants or prospective tenants and deposits received from tenants and any other information requested by Lender, in reasonable detail and certified by Borrower to be true and complete, but not more frequently than quarterly; and (ii) an accounting of all security deposits held in connection with any Lease of any part of the Property, including the name and identification number of the accounts in which such security deposits are held, the name and address of the financial institutions in which such security deposits are held and the name of the person to contact at such financial institution, along with any authority or release necessary for Lender to obtain information regarding such accounts directly from such financial institutions; (e) Borrower and its affiliates shall furnish Lender with such other additional financial or management information as may, from time to time, be required by, and in form and substance satisfactory to, Lender. SECTION 3.12 PAYMENT FOR LABOR AND MATERIALS. Borrower shall promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials incurred in connection with the Property and never permit to exist beyond the due date thereof in respect ofthe Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof, except for the Permitted Exceptions. Notwithstanding the foregoing, after prior written notice to Lender, Borrower may, at its own expense, contest any mechanic's lien affecting the Property by appropriate legal proceedings, promptly initiated and conducted in good faith and with due diligence as determined by Lender, provided that all of the following conditions are satisfied in Lender's discretion: (i) no Event of Default has occurred and is continuing; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property; (iii) such 19 20050707001640 ,·,c .. proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower or the Property is subject and shall not constitute a default thereunder; (iv) neither the Property, any part thereof or interest therein, any of the tenants or occupants thereof, nor Borrower shall be affected in any material adverse way as a result of such proceeding; (v) Borrower shall have furnished to Lender additional security in respect of the lien being contested in an amount reasonably requested by Lender, but in any event not less than 125% of the amount of the lien; (vi) Borrower shall have furnished to Lender all other items reasonably requested by Lender, including title insurance coverage or bonding over such lien; and (vii) Lender shall have determined that Borrower is likely to prevail in such contest. SECTION 3.13 PERFORMANCE OF OTHER AGREEMENTS. Borrower shall observe and perform each and every term to be observed or performed by Borrower pursuant to the terms of any agreement or recorded instrument affecting or pertaining to the Property. SECTION 3.14 CHANGE OF NAME, IDENTITY OR STRUCTURE. Except as may be expressly permitted under Article 8, Borrower shall not change Borrower's name, identity (including its trade name or names) or, if not an individual, Borrower's corporate, partnership or other structure, its state of organization or its identification number, without notifying the Lender of such change in writing at least thirty (30) days prior to the effective date of such change and, in the case of a change in Borrower's structure, without first obtaining the prior written consent of the Lender. SECTION 3.15 EXISTENCE. Borrower shall continuonsly maintain (a) its existence and shall not dissolve or permit its dissolution, (b) its rights to do bnsiness in the state where the Property is located and (c) its franchises and trade names. ARTICLE 4 -SPECIAL COVENANTS Borrower covenants and agrees that: SECTION 4.1 PROPERTY USE. The Property shall be used only for the use approved by Lender in connection with the making of the Loan and for no other use without the prior written consent of Lender. SECTION 4.2 ERISA. (a) Borrower shall not engage in any transaction that would cause any obligation, or action taken or to be taken, hereunder (or the exercise by Lender of any of its rights under the Note, this Security Instrument and any other Loan Document) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). (b) Borrower further covenants and agrees to deliver to Lender such certifications or other evidence from time to time throughout the term of the Security Instrument, as requested by Lender, that (i) Borrower is not an "employee benefit plan" as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, or a "governmental plan" within the meaning of Section 3(3) of ERISA; (ii) Borrower is not 20 subject to state statutes regulating investments and fiduciary obligations with respect to governmental plans; and (iii) one or more of the following circumstances is true: 2005070700164n .-1:1 (i) Equity interests in Borrower are publicly offered securities, within the meaning of29 C.F.R. § 2510.3-101(b)(2); (ii) Less than 25 percent of each outstanding class of equity interests in Borrower are held by "benefit plan investors" within the meaning of 29 C.F.R. § 25103-101(1)(2); or (iii) Borrower qualifies as an "operating company" or a "real estate operating company" within the meaning of29 C.F.R. § 25 10.3-10 I (c) or (e) or an investment company registered under The Investment Company Act of 1940. SECTION 4.3 SINGLE PURPOSE ENTITY. (INTENTIONALLY OMITTED). SECTION 4.4 RESTORATION AFTER CASUALTY/CONDEMNATION. Forthe purposes of this Section 4.4, the term "Net Proceeds" shall mean, as applicable, (I) the net amount of all insurance proceeds under the Policies camed pursuant to Subsections 3.3(a)(i) (Property Insurance), (iii) (Boiler and Machinery), (iv) (Builder's Risk), (v) (Ordinance/Law Coverage), and (vi) (Personal Property) of this Security Instrument as a result of such damage or destruction, or (2) the net amount of all proceeds from insurance or Condemnation Awards relating to the Condemnation Action, in each case after deduction of Lender's reasonable costs and expenses (including reasonable counsel fees), if any, in collecting the same. If the Property is damaged or destroyed, in whole or in part, by fire or other casualty (a "Casually Loss") or if the Property or any portion thereof is taken, or threatened to be taken, in any condemnation or eminent domain proceeding (whether instituted or threatened, a "Condemnation Action"), the following provisions shall apply in connection with any Insurance Restoration or Condemnation Restoration (collectively the "Restoration"): (a) The Net Proceeds shall be disbursed directly to Borrower if each of the following conditions are satisfied: (i) the Net Proceeds do not exceed $30,000.00 ("Availability Threshold''), (ii) the cost of completing the Resturation as reasonably estimated by Borrower is less than or equal to the Availability Threshold, (iii) no Event of Default or Default has occurred and is continuing, (iv) the Property and the use thereof after the Restoration will be in compliance with, and permitted under, all applicable zoning laws, ordinances, rules and regulations (including all applicable Environmental Laws, and (v) such Casualty Loss or Condemnation Action does not materially impair access to the Property or the Improvements. Borrower shall be permitted and is obligated to settle any insurance claims with respect to the Net Proceeds that are, in the aggregate, less than or equal to the Availability Threshold unless an Event of Default or Default has occurred and is continuing. Lender shall have the right to participate in and approve any settlement for insurance claims with respect to the Net Proceeds that in the aggregate are equal to or greater than the Availability Threshold. Borrower hereby grants to Lender an irrevocable power of attorney coupled with an interest for the purpose of filing and prosecuting such claim and collecting and making receipt for any such payment, which such power may be exercised by Lender after the occurrence of an Event of Default or 21 20050707001640 ,-.. - Default. If the Net Proceeds are received by Borrower, such Net Proceeds shall, until the completion of the related work, be held in trust for Lender and shall be segregated from other funds of Borrower to be used to pay for the cost of the Restoration in accordance with the terms hereof. Borrower shall commence and diligently prosecute to completion the Restoration of the Property to as nearly as possible the condition it was in immediately prior to such Casualty Loss or Condemnation Action (b) If the Net Proceeds are greater than the Availability Threshold, such Net Proceeds shall, subject to the provisions of the Leases that are superior to the lien of this Security Instrument or with respect to which subordination and non-disturbance agreements binding upon Lender have been entered into concerning the deposits of Net Proceeds, be forthwith paid to Lender to be held by Lender in a segregated account to be made available to Borrower for the Restoration in accordance with the provisions of this Subsection 4.4(b). (i) The Net Proceeds shall be made available to Borrower for payment of, or reimbursement of Borrower's reasonable and customary expenses in connection with, the Restoration, subject to the following conditions: (A) no Event of Default or any Default has occurred and is continuing; (B) Lender is furnished, within a reasonable period of time prior to request for initial disbursement, with (i) an estimate of the costs of the Restoration, which estimate shall be accompanied by an independent architect's certification as to such costs, and (ii) appropriate plans and specifications for the Restoration, which plans and specifications shall be subject to Lender's approval; (C) Lender determines that the Net Proceeds, together with any cash or cash equivalent deposited by Borrower with Lender, are sufficient to cover the costs of the Restoration as certified by the independent architect; (D) if the Net Proceeds are insurance proceeds, less than fifty percent (50%) of the total floor area of the Improvements has been damaged or destroyed or rendered unusable as a result of such Casualty Loss, or, ifthe Net Proceeds are Condemnation Awards, less than twenty- five percent (25%) of the Land constituting the Property is taken and such Land that is taken is located along the perimeter or periphery of the Property and no portion of the Improvements is located on such Land; (E) the fair market value of the Improvements has been damaged, destroyed or rendered unusable is less than (J) thirty percent (30%) in the event ofa Casualty Loss or (2) fifteen percent (15%) in the event of a Condemnation Action; 22 2oo5070700164n •• - (F) Lender detennines that any operating deficits, including all scheduled payments of principal and interest under the Note that will be incurred with respect to the Property as a result of the occurrence of any such Casualty Loss or Condemnation Action, whichever the case may be, will be covered out of (i) the Net Proceeds, (2) business interruption andlor loss of "rental income" insurance, or (3) other funds of Borrower; (G) Lender determines that, upon the completion of the Restoration and related lease-up, if applicable, the net cash flow of the Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Property, including debt service on the Note at a coverage ratio (after deducting replacement reserve requirements and reserves for tenant improvements and leasing commissions from net operating income) equal to or greater than the coverage ratio calculated and assumed by Lender in connection with the origination of the Loan or, if lower, the coverage ratio that existed as of the date immediately preceding such Casualty Loss or Condemnation Action; (H) the Restoration can reasonably be completed on or before the earliest to occur of (1) twelve (12) months from the date of the Casualty Loss or Condemnation Action, (2) six (6) months prior to the Maturity Date (as defined in the Note), (3) the earliest date required for such completion under the terms of any Leases, or (4) such time as may be required under applicable zoning law, ordinance, rule or regulation in order to repair and restore tbe Property to as nearly as possible the condition it was in immediately prior to such Casualty Loss or Condemnation Action; (I) the Property and the use thereof after the Restoration will be in compliance with, and permitted under, all applicable zoning laws, ordinances, rules and regulations (including all applicable Environmental Laws); and (1) such Casualty Loss or Condemnation Action does not materially impair post-Restoration access to the Land or the Improvements. (ii) The Net Proceeds shall be held by Lender and constitute additional security for the obligations until disbursed pursuant to this Subsection 4.4(b). The Net Proceeds shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the Restoration, upon receipt of evidence satisfactory to Lender that (A) all materials installed and work and labor perfonned (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (B) there exist no notices of pendency, stop orders, mechanic's or materialman's liens or notices of intention to file same, or any other liens or encumbrances of 23 2005070700164n .• :. : any nature whatsoever on the Property atising out of the Restoration that have not either been fully bonded and discharged of record or in the alternative fully insured to the satisfaction of Lender by the title company insuring the lien of this Security Instrument. (iii) Lender shall have the use of tbe plans and specifications and all pennits, licenses and approvals required or obtained in connection with the Restoration. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to prior review and approval by Lender and an independent consulting engineer, arehitect, or other expert selected by Lender (the "Restoration Consultanf'), such approval not to be unreasonably withheld or delayed. Borrower shall pay all costs and expenses incurred by Lender in connection with making the Net Proceeds available for the Restoration including the fees and expenses of Lender's attorneys and the Restoration Consultant. (iv) In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration, as certified by the Restoration Consultant, minus the Restoration Retainage. The tenn "Restoration Retainage" as used in this Subsection 4.4(b) shall mean an amount equal to ten percent (\0%) of the costs actually incurred for work in place as part of the Restoration, as certified by the Restoration Consultant The Restoration Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Subsection 4.4(b), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Restoration Retainage shall not be released until the Restoration Consultant certifies to Lender that the Restoration has been completed in accordance with the provisions of this Subsection 4.4(b) and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate governmental and quasi-governmental authorities, and Lender receives evidence satisfactory to Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Restoration Retainage, provided, however, that Lender will release the portion of the Restoration Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Restoration Consultant certifies to Lender that the contractor, subcontractor or materialman has satisfactorily completed all work and has supplied all materials in accordance with the provisions ofthe contractor's, subcontractor's or materialman'S contract, and the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Lender or by the title company insuring the lien of this Security Instrument. If required by Lender, the surety company, if any, that issued a payment or performance bond with respect to the contractor, subcontractor or materialman shall approve the release of any such portion of the Restoration Retainage. 24 20050707001640.~~ (v) Lender shall not be obligated to make disbursements of the Net Proceeds more frequently than once every calendar month. (vi) lfat any time the Net Proceeds or the undisbursed balance thereof shall not, in Lender's determination, be sufficient to pay in full the balance of the costs that are estimated by the Restoration Consultant to be incurred in connection with the completion of the Restoration, Borrower shall deposit the defiCiency (the "Net Proceeds Deficiency") with Lender before any further disbursement of the Net Proceeds shall be made. The Net Proceeds Deficiency deposited with Lender shall be held by Lender and shall be disbursed for costs actually incurred in connection with the Restoration on the same conditions applicable to the disbursement of the Net Proceeds, and until so disbursed pursuant to this Subsection 4.4(b) shall constitute additional security for the obligations. (vii) The excess, ifany, of the Net Proceeds and the remaining balance, if any, of the Net Proceeds Deficiency deposited with Lender after the Restoration Consultant certifies to Lender that the Restoration has been completed in accordance with the provisions of this Subsection 4.4(b), and the receipt by Lender of evidence satisfactory to Lender that all costs incurred in connection with the Restoration have been paid in full, shall be remitted by Lender to Borrower, provided no Event of Default or Default shall have occurred and shall be continuing. (c) All Net Proceeds not required (i) to be made available for the Restoration or (ii) to be returned to Borrower as excess Net Proceeds pursuant to Subsection 4.4(b)(vii) shall be retained and applied by Lender toward the payment of the Debt whether or not then due and payable in such order, priority and proportions as Lender shall deem proper or, at the discretion of Lender, the same shall be paid, either in whole or in part, to Borrower. If Lender shall receive and retain Net Proceeds, the lien of this Security Instrument shall be reduced only by the amount received and retained by Lender and actually applied by Lender in reduction ofthe Debt, and nO Prepayment Consideration shall be payable solely in connection with such application; provided, however, that notwithstanding the foregoing, if an Event of Default or Default exists as of the date of such application, then any Net Proceeds applied to the Debt pursuant to this Section shall be subject to the Prepayment Consideration computed in accordance with the terms of the Note. ARTICLE 5 -REPRESENTATIONS AND WARRANTIES Borrower represents and warrants to Lender that: SECTION 5.1 WARRANTY OF TITLE. Borrower has good, marketable and indefeasible title to the Property and has the right to mortgage, grant, bargain, sell, pledge, assign, warrant, transfer, and convey the same and that Borrower possesses an unencumbered fee simple absolute estate in the Land and the Improvements, and that it owns the Property free and clear of all liens, encumbrances and charges whatsoever except for those exceptions shown in the title insurance policy insuring the lien of this Security Instrument (the "Permitted Exceptions"), 25 2005070700164n,,< none of which, individually or in the aggregate, materially (a) interfere with the benefits of the security intended to be provided by this Security Instrument, (b) affect the value or marketability of the Property, (c) impair the use or operation of the Property for the uses currently made thereof, or (d) impair Borrower's ability to pay its obligations in a timely manner. Borrower shall forever warrant, defend and preserve the title and the validity and priority of the lien of this Security Instrument and shall forever warrant and defend the same to Lender against the claims of all persons whomsoever. SECTION 5.2 AUTHORITY. Borrower (and the undersigned representative of Borrower, if any) has full power, authority and legal right to execute this Security Instrument, and to mortgage, grant, bargain, sell, p ledge, assign, warrant, transfer and convey the Property pursuant to the terms hereof and to keep and observe all of the terms of this Security Instrument on Borrower's part to be performed. SECTION 5.3 LEGAL STATUS AND AUTHORITY. Borrower (a) is duly organized, validly existing and in good standing under the laws of its state of organization or incorporation; (b) is duly qualified to transact business and is in good standing in the State where the Property is located; and (c) has all necessary approvals, governmental and otherwise, and full power and authority to own the Property and carry on its business as nOW conducted and proposed to be conducted. Borrower now has and shall continue to have the full right, power and authority to operate and lease the Property, to encumber the Property as provided herein and to perform all of the other obligations to be performed by Borrower under the Note, this Security Instrument and the Loan Documents. SECTION 5.4 VALIDITY OF DOCUMENTS. (a) The execution, delivery and performance of the Note, this Security Instrument and the Loan Documents and the borrowing evidenced by the Note (i) are within the power and authority of Borrower; (ii) have jJeen authorized by all requisite organizational action; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a default under any provision of law, any order or judgment of any court or governmental authority, the articles of incorporation, by-laws, partnership or operating agreement, or other governing instrument of Borrower, or any indenture, agreement or other instrument to which Borrower is a party or by which it or any of its assets or the Property is or may be hound or affected; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby; and (vi) will not require any authorization or license from, or any filing with. any governmental or other body (except for the recordation of this instrument in appropriate land records in the State where the Property is located and except for Uniform Commercial Code filings relating to the security interest created hereby), and (b) the Note, this Security Instrument and the Loan Documents constitute the legal, valid and binding obligations of Borrower. SECTION 5.5 LITIGATION. There is no action. suit or proceeding,judicial, administrative or otherwise (including any condemnation or similar proceeding). pending or, to the best of Borrower's knowledge. threatened or contemplated against Borrower, any person guaranteeing the payment of the Debt or any portion thereof or performance by Borrower of any terms of this Security Instrument (a "Guarantor"), if any, any person liable under that certain 26 20050707001640 .• :. ~ Environmental Indemnity Agreement of even date herewith or any other indemnity agreement entered into in favor of Lender in connection with the Loan ("Indemnitor"), if any, or against or affecting the Property that (a) has not been disclosed to Lender, and has a material, adverse effect on the Property or Borrower's, any Guarantor's or any Indemnitor's ability to perform its obligations under the Note, this Security Instrument or the Loan Documents, or (b) is not adequately covered by insurance, each as determined by Lender. SECTION 5.6 STATUS OF PROPERTY. (a) No portion of the Improvements is located in an area identified by the Secretary of Housing and Urban Development or any successor thereto as an area having special flood hazards pursuant to the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, or the National Flood Insurance Reform Act of 1994, as each may be amended, or any successor law, or, if any portion of the Improvements is now or at any time in the future located within any such area, Borrower has obtained and will maintain the insurance prescribed in Section 3.3 hereof. (b) Borrower has obtained all necessary certificates, licenses and other approvals, governmental and otherwise, necessary for the operation oCthe Property and the conduct of its business and all required zoning, building code, land use, environmental and other similar permits or approvals, all of which are in full force and effect as of the date hereof and not subject to revocation, suspension, forfeiture or modification. (c) The Property and the present and contemplated use and occupancy thereof are in full compliance with all applicable zoning ordinances, building codes, land use and Environmental Laws and other similar laws. (d) The Property is served by all utilities required for the current or contemplated use thereof. All utility service is provided by public utilities and the Property has accepted or is equipped to accept such utility service. (e) All public roads and streets necessary for service of and access to the Property for the current or contemplated use thereof have been completed, are serviceable and all-weather and are physically and legally open for use by the public. (I) The Property is served by public water and sewer systems. (g) The Property is free from damage caused by fire or other casualty. (h) All costs and expenses of any and all labor, materials, supplies and equipment used in the construction of the Improvements have been paid in full. (i) Borrower has paid in full for, and is the owner of, all furnishings, fixtures and equipment (other than tenants' property) used in connection with the operation of the Property, free and clear of any and all security interests, liens or encumbrances, except the lien and security interest created hereby. 27 (j) All liquid and solid waste disposal, septic and sewer systems located on the Property are in a good and safe condition and repair and in compliance with all Applicablc Laws. (k) All security deposits relating to the Leases reflected on the certified rent 20050707001640.0: roll delivered to Lender have been collected by Borrower except as noted on the certified rent roll. (1) Borrower has received no notice of an actual or threatened condemnation or eminent domain proceeding by any public or quasi-public authority. (m) All the Improvements lie within the boundaries of the Property. SECTION 5.7 NO FOREIGN PERSON. Borrower is not a "foreign person" within the meaning of Section 1445(t)(3) of the Internal Revenue Code of 1986, as amended and the related Treasury Department regulations, including temporary regulations. SECTION 5.8 SEPARATE TAX LOT. The Property is assessed for real estate tax purposes as one or more wholly independent tax lot or lots, separate from any adjoining land or improvements not constituting a part of such lot or lots, and no other land or improvements is assessed and taxed together with the Property or any portion thereof SECTION 5.9 ERISA COMPLIANCE. (a) As of the date hereof and throughout the term of this Security Instrument, (i) Borrower is not and will not be an "employee benefit plan" as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, and (ii) the assets of Borrower do not and will not constitute "plan assets" of one Of more such plans for purposes of Title I of ERISA; and (b) As of the date hereof and throughout the term of this Security Instrument, (i) Borrower is not and will not be a "governmental plan" within the meaning of Section 3(3) of ERISA, and (ii) transactions by or with Borrower are not and will not be subject to state statutes applicable to Borrower regulating investments of and fiduciary obligations with respect to governmental plans. SECTION 5.10 LEASES. Except as disclosed in the rent roll for the Property delivered to and approved by Lender, (a) Borrower is the sole owner of the entire lessor's interest in the Leases; (b) the Leases are valid and enforceable; (c) the current terms of the Leases including all effective alterations, modifications and amendments to the Leases are reflected in the certified rent roll delivered to and approved by Lender; (d) none of the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated (except to Lender); (e) none of the Rents have been collected for more than one (I) month in advance (except a security deposit shall not be deemed rent collected in advance); (t) the premises demised under the Leases have been completed and the tenants under the Leases have accepted the same and have taken possession of the same on a rent-paying basis; (g) there exist no offsets or defenses to the payment of any portion of the Rents; (h) Borrower has received no notice from any tenant challenging the validity or enforceability of any Lease; (i) there are no agreements with the tenants under the 28 Leases other than expressly set forth in each Lease; (j) the Leases are valid and enforceable against Borrower and the tenants set forth therein; (kJ no Lease contains an option to purchase, right of first refusal to purchase, or any other similar provision; (I) no person or entity has any possessory interest in, or right to occupy, the Property except under and pursuant to a Lease; (m) each Lease (other than a Residential Lease, as defined in the Assignment of Leases and Rents of even date herewith) is subordinate to this Security Instrument, either pursuant to its terms or a recorded subordination agreement; (n) no Lease has the benefit of a non-disturbance agreement that would be considered unacceptable to prudent institutional lenders; and (0) no brokerage commissions or finders fees are due and payable regarding any Lease. 20050707001 ~n. f:o::· SECTION 5.11 FINANCIAL CONDITION; NO PRIOR BANKRUPTCY. Borrower is solvent, and no bankruptcy, reorganization, insolvency or similar proceeding under any state or federal law with respect to Borrower has been initiated, and it has received reasonably equivalent value for the granting of this Security Instrument. SECTION 5.12 TAXES. Borrower, any Guarantor and any Indemnitor have filed, or timely obtained extensions for the filing of, all federal, state, county, municipal, and city income and other tax returns required to have been filed by them and have paid all taxes and related liabilities which have become due pursuant to such returns or pursuant to any assessments received by them. Neither Borrower, any Guarantor nor any Indemnitor knows of any basis for any additional assessment in respect of any such taxes and related liabilities for prior years. SECTION 5.13 MAILING ADDRESS. Borrower's mailing address, as set forth in the opening paragraph hereof or as changed in accordance with Article 16, is true and correct. SECTION 5.14 NO CHANGE IN FACTS OR CIRCUMSTANCES. All information in the application for the loan submitted to Lender (the "Loan Application") and in all financial statements, rent rolls, reports, certificates and otber documents submitted in connection with the Loan Application or in satisfaction ofthe terms thereof, are accurate, complete and correct in all respects. There has been no adverse change in any condition, fact, circumstance or event that would make any such information inaccurate, incomplete or otherwise misleading. SECTION 5.15 DISCLOSURE. Borrower has disclosed to Lender all material facts and has not failed to disclose any material fact that could cause any representation or warranty made herein to be materially misleading. SECTION 5.16 THIRD PARTY REPRESENTATIONS. Each of the representations and the warranties made by each Guarantor and Indemnitor herein or in any Loan Document(s) is true and correct in all material respects. SECTION 5.17 ILLEGAL ACTIVITY. No portion of the Property has been or will be purchased, improved, fixtured, equipped or furnished with proceeds of any criminal or other illegal activity and to the best of BorroY/er's knowledge, there are no illegal activities or activities relating to controlled substances at the Property. SECTION 5.18 MANAGEMENT. The Property shall be managed by either (i) Borrower or, if approved by Lender, an affiliate of Borrower, for so long as Borrower or said affiliate of Borrower possesses sufficient experience in managing and operating commercial 29 properties similar in size, scope, uses and value as the Property, as determined by Lender; or (ii) a professional property management company approved in writing by Lender. Management by an affiliate of Borrower or a professional property management company shall be pursuant to a written agreement approved by Lender. In no event shall any manager be removed or replaced, or shall the terms of any management agreement be modified or amended without the prior written consent of Lender. If (i) an Event of Default has occurred, (ii) a default has occurred under any management contract then in effect that is not cured within any applicable grace or cure period, or (iii) any manager of the Property becomes bankrupt or insolvent, Lender shall have the right to immediately terminate, or to direct Borrower to immediately terminate, such manager, and to retain, or to direct Borrower to retain, a new manager approved by Lender. Lender's approval ofa replacement property manager shall not be unreasonably withheld provided the proposed property manager is a Qualifying Manager (as hereinafter defined). As used herein, "Qualifying Manager" means a reputable and experienced management organization reasonably satisfactory to Lender, which organization or its principals possess at least ten (10) years experience in managing commercial properties similar in size, scope, use and value of the Property and which, on the date Lender determines whether such management organization is a Qualifying Manager, (i) manages a quantity of square footage acceptable to Lender ofthe same property type as the Property, and (ii) upon Lenders request, obtains prior written confirmation from each Rating Agency that management of the Property by such management organization will not cause a downgrading, withdrawal or qualification of the then current rating of the Securities issued in connection with any Securitization. SECTION 5.19 NON-CONSOLIDATION. If Lender has required the delivery of a substantive non-consolidation opinion by Borrower's counsel in connection with the closing of the Loan, all of the assumptions made in such non-consolidation opinion letter and any subsequent non-consolidation opinion delivered in accordance with the terms and conditions of this Security Instrument andlor the Note, including any certificates or exhibits attached to such opinion (the "Non-Consolidation Opinion"), are true and correct in all respects. Borrower has complied and will comply with all ofthe assumptions made with respect to it in the Non- Consolidation Opinion. Each entity other than Borrower with respect to which an assumption is made in the Non-Consolidation Opinion has complied and will continue to comply with aU of the assumptions made with respect to it in the Non-Consolidation Opinion. ARTICLE 6 -DEBTOR/CREDITOR RELATIONSHIP SECTION 6.1 RELATIONSHIP OF BORROWER AND LENDER. The relationship between Borrower and Lender is solely that of debtor and creditor, and Lender has no fiduciary or other special relationship with Borrower, and no term or condition of any of the Note, this Security Instrument or the Loan Documents shall be construed so as to deem the relationship between Borrower and Lender to be other than that of debtor and creditor. SECTION 6.2 NO RELIANCE ON LENDER The members, partners, principals or shareholders of Borrower, as applicable, are experienced in the ownership and operation of properties similar to the Property, and Borrower and Lender are relying solely upon such expertise in connection with the ownership and operation ofthe Property. Borrower is not relying on Lender's expertise, business acumen or advice in connection with the Property. 30 200507070016d1l. f.·~ SECTION 6.3 NO LENDER OBUGATIONS Notwithstanding any provision of the Loan Documents, Lender is not undertaking the perfonnance of (i) any obligations under the Leases; or (ii) any obligations with respect to such agreements, contracts, certificates, instruments, franchises, pennits, trademarks, licenses and other documents. By accepting or approving anything required to be observed, perfonned or fulfilled or to be given to Lender pursuant to the Loan Documents, including any officer's certificate, balance sheet, statement of profit and loss or other financial statement, survey, appraisal, or insurance policy, Lender shall not be deemed to have warranted, consented to, or affirmed the sufficiency, the legality Or the effectiveness of same, and such acceptance or approval thereof shall not constitute any warranty or affinnation with respect thereto by Lender. SECTION 6.4 RELIANCE OF LENDER ON BORROWER REPRESENTATIONS. Borrower recognizes and acknowledges that in accepting the Loan Documents, Lender is expressly and primarily relying on the truth and accuracy of the warranties and representations set forth herein without any obligation to investigate the Property and notwithstanding any investigation of the Property by Lender; that such reliance existed on the part of Lender prior to the date hereof; that the warranties and representations are a material inducement to Lender in accepting the Loan Documents; and that Lender would not be willing to make the Loan and accept this Security Instrument in the absence of the warranties and representations as set forth herein. ARTlCLE 7 -FURTHER ASSURANCES SECTION 7.1 RECORDING OF SECURITY INSTRUMENT, ETC. Borrower forthwith upon the execution and delivery of this Security Instrument and thereafter, from time to time, shall cause this Security instrument and any of the Loan Documents creating a lien or security interest or evidencing the lien hereof upon the Property and each instrument of further assurance to be filed, registered or recorded in such manner and in such places as may be required by any present or future law in order to publish notice of and fully to protect and perfect the lien or security interest hereof upon, and the interest of Lender in, the Property. Borrower shall pay all taxes, filing, registration or recording fees, and all expenses incident to the preparation, execution, acknowledgment andlor recording of the Note, this Security instrument, the Loan Documents, any note or mortgage supplemental hereto, any security instrument with respect to the Property and any instrument of further assurance, and any modification or amendment of the foregoing documents, and all federal, state, county and municipal taxes, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of this Security Instrument, any mortgage supplemental hereto, any security instrument with respect to the Property or any instrument of further assurance, and any modification or amendment of the foregoing documents, except where prohibited by law so to do. SECTION 7.2 FURTHER ACTS, ETC. Borrower shall, at the cost of Borrower, and without expense to Lender, do, execute, acknowledge and deliver all and every such further acts, deeds, conveyances, mortgages, assignments, notices of assignments, transfers and assurances as Lender shall, from time to time, reasonably require, for the better assuring, conveying, assigning, transferring, and confirming unto Lender the property and rights hereby mortgaged, granted, bargained, sold, conveyed, confinned, pledged, assigned, warranted and transferred or intended now or hereafter so to be, or which Borrower may be or may hereafter become bound to convey 31 I • or assign to Lender, or for carrying out the intention or facilitating the performance of the terms of this Security Instrument, including promptly notifying Lender of any commercial tort claim in which Borrower has an interest and executing any documentation required by Lender to create and perfect any security interest in such commercial tort claim, or for filing, registering or recording this Security Instrument, or for complying with all Applicable Laws. Borrower, on demand, shall execute and deliver and hereby authorizes Lender to execute in the name of Borrower, or without the signature of Borrower to the extent Lender may lawfully do so, one or more financing statements, chattel mortgages or other instruments, to evidence or perfect more effectively the security interest of Lender in the Property. Borrower grants to Lender an irrevocable power of attorney coupled with an interest for the purpose of exercising and perfecting any and all rights and remedies available to Lender pursuant to this Section 7.2 or Section 7.1. SECTION 7.3 CHANGES IN TAX, DEBT CREDIT AND DOCUMENTARY STAMP LAWS . (a) If any law is enacted or adopted or amended after the date of this Security Instrument that deducts the Debt from the value of the Property for the purpose of taxation or which imposes a tax, either directly or indirectly, on the Debt or Lender's interest in the Property, Borrower shall pay the tax, with interest and penalties thereon, if any. If Lender is advised by its counsel that the payment of tax by Borrower would be unlawful or taxable to Lender or unenforceable or provide the basis for a defense of usury, then Lender shall have the option to declare the Debt immediately due and payable (a "Tax Change Acceleration") by giving Borrower not less than ninety (90) days' written notice of such Tax Change Acceleration. No Prepayment Consideration shall be payable solely in connection with a Tax Change Acceleration; provided, however, that notwithstanding the foregoing, if an Event of Default or Default exists as of the date of such Tax Change Acceleration, then the Borrower's payment of the Loan shall be subject to Prepayment Consideration computed in accordance with the terms of the Note. (b) Borrower shall not claim or demand or be entitled to any credit or credits on account of the Debt for any part of the Taxes or Other Charges assessed against the Property. or any part thereof, and no deduction shall otherwise be made or claimed from the assessed value of the Property, or any part thereof, for real estate tax purposes by reason of this Security Instrument or the Debt. If such claim, credit or deduction shall be required by law, Lender shall have the option, by written notice of not less than ninety (90) days, to declare the Debt immediately due and payable. (c) If at any time the United States of America, any State thereof or any subdivision of any such State or other governmental authorities shall require revenue or other stamps to be affixed to the Note, this Security Instrument, or any of the Loan Documents or impose any other tax Or charge on the same, Borrower shall pay for the same, with interest and penalties thereon, if any. 32 2OO50707OO16-1n .:.- SECTION 7.4 ESTOPPEL CERTIFICATES. (a) Within ten days after any request by Lender, Borrower shall furnish Lender or any proposed assignee of the Loan with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Note, (ii) the unpaid principal amount of the Note, (iii the rate of interest of the Note, (iv) the tenns of payment and Maturity Date, (v) the date installments of interest andlor principal were last paid, (vi) that, except as provided in such statement, there are no Defaults or Events of Default under this Security Instrument or any of the other Loan Documents, (vii) that the Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the obligations secured hereby and, if any are alleged to exist, a detailed description thereof, (ix) that all Leases are in full force and effect and (provided the Property is not a residential multifamily property) have not heen modified (or if modified, setting forth all modifications), (x) the date to which the Rents thereunder have been paid pursuant to the Leases, (xi) whether or not, to the best knowledge of Borrower, any of the lessees under the Leases are in default under the Leases, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the obligations secured hereby, the Property or this Security Instrument. (b) Within fifteen days after any request by Lender, Borrower shall furnish Lender with duly executed estoppel certificates from anyone or more lessees as required by Lender attesting to such facts regarding any Lease as Lender may require, including attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one month in advance, except as security, and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease. Notwithstanding the foregoing, if the terms of any Lease do not require the lessee to deliver an estoppel certificate upon request, Borrower agrees that it shall use its best efforts to deliver to Lender, promptly upon request, such an estoppel certificate with respect to such Lease. SECTION 7.5 REPLACEMENT DOCUMENTS. Upon receipt of an affidavit of an officer of Lender as to the loss, theft, destruction or mutilation of the Note or any Loan Document that is not of public record, and, in the case of any such mutilation, upon surrender and cancellation of such Note or Loan Document, Borrower shall issue, in lieu thereof, a replacement Note Or Loan Document, dated the date of such lost, stolen, destroyed or mutilated Note or Loan Document in the same principal amount thereof and otherwise of like tenor. SECTION 7.6 AMENDED FINANCING STATEMENTS. Borrower hereby authorizes Lender to file or caused to be filed any financing statement or financing statement change that Lender deems necessary or desirable to establish or maintain the validity, perfection and priority of the security interest granted herein. At the request of the Lender, Borrower shall execute a certificate in form satisfactory to the Lender listing the trade names under which 33 Borrower intends to operate the Property, and representing and warranting that Borrower does business under no other trade name with respect to the Property. 20050707001640.: : ARTICLE 8 -DUE ON SALE/ENCUMBRANCE/CHANGE IN BORROWER SECTION 8.1 NO SALEfENCUMBRANCElCHANGE OF OWNERSHIP WITHOUT CONSENT. (a) Except as otherwise expressly provided in this Security Instrument, Borrower shall not cause or permit any of the following (each a "Prohibited Transfer") to occur without the prior written consent of Lender in each instance: the voluntary or involuntary sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, grant of any options with respect to, or any other transfer or disposition of (directly or indirectly, voluntarily or involuntarily, by operation oflaw or otherwise, and whether or not for consideration or of record) of a legal or beneficial interest (each a "Sale or Encumbrance") of the Property or any part thereof, or permit a Sale or Encumbrance ofan interest in Borrower or any shareholder, partner, member or non- member manager, or any direct or indirect legal or beneficial owner of Borrower or any non-member manager (each a "Restricted Party"), other than pursuant to Leases of space in the Improvements to tenants in accordance with the provisions of Section 3.7. A Prohibited Transfer shall include (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower leasing all or a substantial part of the Property for other than acmal occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower's right, title and interest in and to any Leases or any Rents; (iii) if a Restricted Party is a corporation, any merger, consolidation or Sale or Encumbrance of such corporation's stock or the creation or issuance of new stock in one or a series of transactions; (iv) if a Restricted Party is a limited or general partnership or joint venmre, any merger or consolidation or the change, removal, resignation or addition of a general partner or the Sale or Encumbrance of the partnership interest of any general or limited partner or any profits or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or ifno managing member, any member) or the Sale or Encumbrance of the membership interest of a managing member (or if no managing member, any member) or any profits or proceeds relating to such membership interest, or the Sale or Encumbrance of non- managing membership interests or the creation or issuance of new non-managing membership interests; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Encumbrance of the legal Or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; or (vii) the removal or the resignation of any manager (including any manager in which Borrower has, directly or indirectly, any legal, beneficial or economic interest (an "Affiliated Manager"» other than in accordance with Section 5.18. (b) Notwithstanding the provisions of Sections 8.1(a), a transfer by devise or descent or by operation of law upon the death of a member, partner or shareholder of a 34 Restricted Party shall not be deemed to he a Prohibited Transfer, nor shall the Sale or Encumbrance, in one or a series of transactions, of not more than twenty-five percent (25%) of the stock,limited partnership interests or non-managing membership interests (as the case may be) in a Restricted Party; provided, however, no such transfers shall result in a change in "Control" in the Restricted Party, and as a condition to each such transfer, Lender shall receive not less than ten (10) days prior written notice of such proposed transfer. For the purpose of this Article 8, "Control" shall mean the power to direct the management and policies of a Restricted Party, directly or indirectly, whether through the ownership of voting securities or other beneficial interests, by contract or otherwise. SECTION 8.2 CONDITIONS TO LENDER'S CONSENT. 20050707001640.;:"; (a) Without limiting Lender's discretion to approve or disapprove any request from Borrower for a waiver of the prohibition against Prohibited Transfers, Lender specifically reserves the right to condition its consent to any waiver of a Prohibited Transfer upon the satisfaction of the following minimum conditions: (i) Lender has received Borrower's written request for a transfer and Lender has expressly approved such request in writing; (ii) no Event of Default or Default has occurred and is continuing; (iii) Borrower has paid Lender an application fee and a deposit for legal fees, each in amounts determined by Lender. The legal fee deposit shall be applied towards the legal fees and expenses incurred by Lender in connection with such request for a transfer; (iv) Lender has determined that the proposed new owner/assignee (the "New Borrower") meets all of Lender's Underwriting Standards (as hereinafter defined); (v) Lender has determined that the Property meets all of the Lender's Underwriting Standards related to its financial condition, cash flow, operating income, physical condition, management and operation; (vi) Borrower remits to Lender a fee (the "Transfer Fee") in the amount of one percent (1%) of the outstanding principal balance of the Debt as of the date such transfer is consummated; (vii) New Borrower has executed and delivered such documentation and agreements evidencing the transfer and, if applicable, the assumption of the Loan, as may be required by Lender, including a release of Lender, its officers, directors, employees and agents, from all claims and liability relating to the transactions evidenced by the Loan Documents through and including the date of the ClOSing of the transfer, and an indemnification with respect thereto. All such documentation shall be in form and substance satisfactory to Lender; 35 20050707001640.':", . (viii) If New Borrower assumes the Loan and a person Or entity associated with New Borrower approved by Lender in its discretion (a "New Guarantor") agrees to be liable for the obligations of the current Guarantor or Indemnitor under its guaranty or indemnity agreement by executing a new guaranty and environmental indemnity agreement in substantially similar form to any such existing agreements, Lender may, in its discretion, release Borrower from its obligations arising under Loan Documents, and any current Guarantor or Indemnitor from its obligations under any guaranty or environmental indemnity agreement as to acts or events or omissions occurring or obligations arising after the date of this Security Instrument, provided however such release shall not apply to any acts or events or omissions which occurred prior to the date of the assumption of the Loan, whether or not the effects of or damages from such acts or events or omissions are apparent or ascertainable as of the date of such assumption; (i)() Lender has determined that New Borrower is in compliance with the covenants set forth in this Security Instrument, including the covenants in Section 4.3 hereof, if any; (x) Borrower has delivered to Lender, without any cost or expense to Lender, such endorsements to Lender's title insurance policy, hazard insurance endorsements or certificates and other similar materials as Lender may deem necessary, all in form and substance satisfactoty to Lender, including an endorsement or endorsements to the title insurance policy insuring the lien of this Security Instrument, extending the effective date of such policy to the date of execution and delivery (or, if later, of recording) of the assumption agreement, with no additional e)(ceptions added to such policy and insuring that fee simple title to the Property is vested in the Buyer; ()(i) Borrower and New Borrower have furnished, if a corporation, partnership or other entity, all documents evidencing each such party's capacity and good standing, and the qualification of the signers to execute any assumption or other agreement, which papers shall include certified copies of all documents relating to the organization and fonnation of Borrower, New Borrower and the entities, if any, which are partoers or members, as applicable, of Borrower or the New Borrower; ()(ii) Borrower has reimbursed Lender for all costs and expenses incurred by Lender in connection with such transfer (including engineering andlor architect's fees, environmental studies, title and uee searches, credit checks and attorney's fees), whether or not any requested transfer is approved or consummated; and (xiii) Borrower and New Borrower have delivered or caused to be delivered such other documents and instruments, including legal opinions, as Lender 36 20050707001640';:ui shall determine to be in the best interests of Lender, including, if required by any pooling and servicing agreement following a securitization or otherwise deemed necessary or desirable by Lender, the prior written confirmation by each applicable Rating Agency ofthe proposed transfer_ For the purpose of this Section 8.2, "Lender's Undenvriting StandardS" shall mean the actual commercial loan underwriting standards of KeyBank National Association (or any successor entity that is then servicing the Loan) in effect at the time of the proposed transfer, or, ifno such standards exist, such standards which are then customary for a commercial lender in connection with a mortgage loan of the size and type of the Borrower's loan from Lender secured hereby. (b) All expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer without Lender's consent. This provision shall apply to every Prohibited Transfer under Section 8.2 or otherwise, whether or not Lender has consented to any previous Prohibited Transfer_ Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon the occurrence of any Prohibited Transfer without Lender's consent ARTICLE 9 -PREPAYMENT; DEFEASANCE The Debt may be prepaid or defeased only in accordance with the terms of the Note_ If Borrower has the right to prepay the Loan pursuant to the terms of the Note, Lender shall only be obligated to release the lien of this Security Instrument if the Loan has been paid in full, including the payment of any Prepayment Consideration_ If Borrower has the right to cause the Property to be released from the lien of the Security Instrument and the other Loan Documents pursuant to a Defeasance (as such term may be defined in the Note), Lender shall only be obligated to release the lien of this Security Instrument if the Defeasance has been consummated in accordance with the terms of the Note or the Loan has been paid in full as expressly permitted under the terms of the Note_ ARTICLEIO-DEFAULT SECTION 10.1 EVENTS OF DEFAULT. Borrower acknowledges that Lender has relied upon all of the terms, covenants or conditions of the Note, this Security Instrument and the other Loan Documents in making the Loan to Borrower, and that the breach of or default in any such term, covenant and condition may result in the acceleration of the Debt and the exercise of Lender's remedies hereunder and under the other Loan Documents. The occurrence of any one or more of the following events shall constitute an "Event of Default" under the Note, this Security Instrument and each of the other Loan Documents: (a) Borrower fails to make full and punctual payment of the Monthly Payment (as defmed in the Note) or any other amount due on a monthly basis under the Note, this 37 Security Instrument, or any other Loan Document within five (5) days after the date on which such payment is due; 20050707001640.:: (b) Borrower fails to make full payment of the Debt when due, whether on the Maturity Date (as defined in the Note), upon acceleration or prepayment, or otherwise; (e) Borrower fails to make full and punctual payment of any Late Charges (as defmed in the Note), costs and expenses due hereunder, or any other sum of money required to be paid to Lender hereunder or under the Note or any other Loan Document (other than any payment described in subclauses (a), (b) or (d) of this Article 10.1), which failure is not cured on or before the fifth (5th) day after Lender's written notice to Borrower that such payment is required; or (d) Borrower fails to make the full and punctual payment of Taxes or Other Charges as required hereby; (e) Borrower fails to keep the Policies in full force and effect, or fails to promptly deliver copies thereof to Lender upon request; (f) if a Prohibited Transfer occurs in violation of the provisions of Article 8, or Borrower violates or does not comply with the provisions of Article 12 or 13 of this Security Instrument; (g) if any representation or warranty of Borrower or any Guarantor or Indemnitor in any guaranty or in any certificate, report, fmancial statement or other instrument or document furnished to Lender shall have been false or misleading in any material respect when made; (h) Borrower shall make an assignment for the benefit of creditors or Borrower is not paying debts as and when the same become due; (i) if (i) Borrower or any Guarantor or Indemnitor shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship Or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Borrower or any Guarantor or Indemnitor shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against Borrower or any Guarantor or Indemnitor any case, proceeding or other action of a nature referred to in clause (i) above; or (iii) there shall be commenced against the Borrower or any Guarantor or Indemnitor any case, proceeding or other action seeking issuance of a warrant of attachment, execution. distraint or similar process against all or any substantial part of its assets; or (iv) the Borrower or any Guarantor or Indemnitor shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) the Borrower or any Guarantor or Indemnitor shall 38 20050707001640.::.0 . generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; (j) Borrower shall be in default under any other deed of trust, mortgage or security agreement covering any part of the Property whether it be superior or junior in priority to this Security Instrument (it not bcing implicd by this clause that any such encumbrance will be permitted); (k) the Property becomes subject to any mechanic's, materialman's Or other lien (other than a lien for local real estate taxes and assessments not then due and payable), and such lien shall remain undischarged of record (by payment, bonding or otherwise) for a period of thirty (30) calendar days; (1) Borrower fails to promptly and diligently cure any material violations of laws or ordinances affecting the Property; (m) the occurrence of an event of default under any other Loan Document and the expiration of any applicable grace or cure period thereunder; (n) if the Property is leased to a single tenant, a bankruptcy, insolvency, receivership, liquidation, winding up, or other similar type of proceeding shall have been filed by or against such tenant, or if such tenant shall at any time make a general assignment for the benefits of its creditors; (0) if Borrower violates or does not comply with any of the provisions of Section 4.3 or Article 8 ofthis Security Instrument; (P) if a Non-Consolidation Opinion was required in connection with the Loan, any of the assumptions contained in the non-consolidation opinion were not true and correct as of the date of such opinion or thereafter become untrue or incorrect in any respect; or (q) any breach or default hereunder by Borrower (including breach of or default under any covenant herein), other than a default or breach set forth in any of Sections 10. I (a) through (P), if such breach or default is not cured within thirty (30) days after written notice from Lender to Borrower (provided that Borrower shall not be entitled to a cure period hereunder if such breach or default is not capable of being cured as detennined by Lender), provided however that (i) if Lender determines that such breach or default cannot reasonably be cured within such thirty (30) day period, (ii) Borrower shall have commenced to cure such default within such thirty (30) day period. and (iii) Borrower is thereafter diligently and expeditiously proceeding to cure the same, such thirty (30) day period shall be extended for so long as it shall require Borrower in the exercise of due diligence to cure such default, it being agreed that no such extension shall be for a period in excess of one hundred twenty (120) days, unless, only in the case of cures that require construction or remedial work, such cure cannot with diligence be completed within such one hundred twenty (I 20) day period, in which case such period shall be extended for an additional one hundred twenty (120) days or such longer period as Lender shall determine. 39 20050707001640.;;" - SECTION 10.2 LATE CHARGE. If any monthly installment of principal and interest is not timely paid, Borrower shall pay any late payment charge required by the Note. SECTION 10.3 DEFAULT INTEREST. Borrower shall pay, from the date of an Event of Default through the earlier of the date on which the Event of Default is cured or the date on which the Debt is paid in full, interest on the unpaid principal balance of the Note at the Default Rate (as defined in the Note). ARTICLE 11 -RIGHTS AND REMEDIES SECTION 11.1 REMEDIES. Upon the occurrence of any Event of Default, Borrower agrees that Lender may take such action, without notice or demand, as it deems advisable to protect and enforce its rights against Borrower and in and to the Property, including the following actions, each of which may be pursued concurrently or otherwise, without notice or demand, at such time and in such order as Lender may determine, without impairing or otherwise affecting the other rights and remedies of Lender: (a) declare the entire unpaid Debt to be immediately due and payable; (b) institute proceedings, judicial or otherwise, for the complete foreclosure of this Security Instrument under any applicable provision of law in which case the Property or any interest therein may be sold for cash or upon credit in one or more parcels or in several interests or portions and in any order or manner; (c) with or without entry, to the extent permitted and pursuant to the procedures provided by applicable law, institute proceedings for the partial foreclosure of this Security Instrument for the portion of the Debt then due and payable, but such proceeding shall not affect the continuing lien and security interest of this Security Instrument for the balance of the Debt not then due, which shall remain unimpaired and without loss of priority; (d) sell for cash or upon credit the Property or any part thereof and all estate, claim, demand, right, title and interest of Borrower therein and rights of redemption thereof, pursuant to power of sale or otherwise, at one or more sales, as an entity or in parcels, at such time and place, upon such terms and after such notice thereof as may be required or permitted by law; (e) institute an action, suit or proceeding in equity for the specific performance of any covenant, condition or agreement contained herein, in the Note or in the Loan Documents; (f) recover judgment on the Note either before, during or after any proceedings for the enforcement of this Security Instrument or the Loan Documents; (g) apply for the appointment of a receiver, trustee, liquidator or conservator of the Property on an ex parle basis (any required notice of such appointment or any proceeding to appoint the same being hereby expressly waived) and without regard for the adequacy of the security for the Debt and without regard for the solvency of 40 20050707001640./JA Borrower, any Guarantor, Indemnitor or of any person, firm or other entity liable for the payment of the Debt; (h) subject to any applicable law, the license granted to Borrower under Section 1.2 shall automatically be revoked and Lender may enter into or upon the Property, either personally or by its agents, nominees or attorneys and dispossess Borrower and its agents and servants therefrom, without liability for trespass, damages or otherwise and exclude Borrower and its agents or servants wholly therefrom, and take possession of all books, records and accounts relating thereto and Borrower agrees to surrender possession ofthe Property and of such books, records and accounts to Lender upon demand, and thereupon Lender may (i) use, operate, manage, control, insure, maintain, repair, restore and otherwise deal with all and every part of the Property and conduct the business thereat; (ii) complete any construction on the Property in such manner and form as Lender deems advisable; (iii) make alterations, additions, renewals, replacements and improvements to or on the Property; (iv) exercise all rights and powers of Borrower with respect to the Property, whether in the name of Borrower or otherwise, including the right to make, cancel, enforce or modify Leases, obtain and evict tenants, and demand, sue for, collect and receive all Rents of the Property and every part thereof; (v) require Borrower to pay monthly in advance to Lender, or any receiver appointed to collect the Rents, the fair and reasonable rental value for the use and occupation of such part of the Property as may be occupied by Borrower; (vi) require Borrower to vacate and surrender possession of the Property to Lender or to such receiver and, in default thereof, Borrower may be evicted by summary proceedings or otherwise; and (vii) apply the receipts from the Property to the payment of the Debt, in such order, priority and proportions as Lender shall deem appropriate after deducting therefrom all expenses (including attorneys' fees) incurred in connection with the aforesaid operations and all amounts necessary to pay the Taxes, Other Charges, insurance and other expenses in connection with the Property, as well as just and reasonable compensation for the services of Lender, its counsel, agents and employees; (i) exercise any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including (i) the right to take possession of the Personal Property or any part thereof, and to take such other measures as Lender may deem necessary for the care, protection and preservation of the Personal Property, and (ii) request Borrower at its expense to assemble the Personal Property and make it available to Lender at a convenient place acceptable to Lender. Any notice of sale, disposition or other intended action by Lender with respect to the Personal Property sent to Borrower in accordance with the provisions hereof at least ten (10) days prior to such action, shall constitute reasonable notice to Borrower; (j) apply any sums then deposited in the Impound Account and any other sums held in escrow or otherwise by Lender in accordance with the terms of this Security Instrument or any Loan Document to the payment of the following items in any order that Lender may determine: (i) Taxes and Other Charges; 41 (ii) Insurance Premiums; (iii) Interest on the unpaid principal balance ofthe Note; (iv) amortization of the unpaid principal balance of the Note; and all other sums payable pursuant to the Note, this Security Instrument and the Loan Documents, including advances made by Lender pursuant to the terms of this Security Instrument; (k) surrender the Policies maintained pursuant to Article 3 hereof, collect the 20050707001640.: . unearned Insurance Premiums and apply such sums as a credit on the Debt in such priority and proportion as Lender shall deem proper, and in connection therewith, Borrower hereby appoints Lender as agent and attorney-in-fact (which is coupled with an interest and is therefore irrevocable) for Borrower to collect such Insurance Premiums; (I) apply the undisbursed balance of any Net Proceeds or any Net Proceeds Deficiency deposit, together with interest thereon, to the payment of the Debt in such order, priority and proportions as Lender shall deem to be appropriate in its discretion; (m) prohibit Borrower and anyone claiming for or through Borrower from making use of or withdrawing any sums from any lockbox, escrow or similar account; or (n) pursue such other remedies as Lender may have under any of the Loan Documents or applicable law. In the event of a sale, by foreclosure, power of sale, or otherwise, of less than all of the Property, this Security Instrument shall continue as a lien and security interest on the remaining portion of the Property mlimpaired and without loss of priority. Notwithstanding the provisions of this Section 11.1 to the contrary, if any Event of Default as described in Subsection 10. I (i)(i) or (ii) shall occur, the entire unpaid Debt shall be automatically due and payable, without any further notice, demand or other action by Lender. SECTION 11.2 APPLICATION OF PROCEEDS. The purchase money proceeds and avails of any disposition of the Property, or any part thereof, or any other sums collected by Lender pursuant to the Note, this Security Instrument or the Loan Documents, may be applied by Lender to the payment of the Debt in such priority and proportions as Lender in its discretion shall deem proper. SECTION 11.3 LENDER RIGHT TO CURE DEFAULTS. Upon the occurrence of any Event of Default, Lender may, but without any obligation to do so and without notice to or demand on Borrower and without releasing Borrower from any obligation hereunder, cure the same in such manner and to such extent as Lender may deem necessary to protect the security hereof. Lender is authorized to enter upon the Property for such purposes, or appear in, defend, or bring any action or proceeding to protect its interest in the Property or to foreclose this Security Instrument or collect the Debt, and the cost and expense thereof (including attorneys' fees to the extent permitted by law), with interest as provided in this Section 11.3, shall constitute a portion of the Debt and shall be due and payable to Lender upon demand. All such costs and expenses incurred by Lender in remedying such Event of Default or in appearing in, 42 defending, or bringing any such action or proceeding shall bear interest at the Default Rate (as defined in the Note), for the period after notice from Lender that such cost or expense was incurred to the date of payment to Lender. All such costs and expenses incurred by Lender together with interest thereon calculated at the Default Rate (as defined in the Note) shall be deemed to constitute a portion of the Debt and be secured by this Security Instrument and the Loan Documents and shall be immediately due and payable upon demand by Lender therefor. 20050707001640.;:": SECTION 11.4 ACTIONS AND PROCEEDINGS. After the occurrence and during the continuance of an Event of Default, Lender has the right to appear in and defend any action or proceeding brought with respect to the Property and to bring any action or proceeding, io the name and on behalf of Borrower, that Lender, in its discretion, decides should be brought to protect its interest in the Property. SECTION 11.5 RECOVERY OF SUMS REQUIRED TO BE PAID. Lender shall have the right from time to time to take action to recover any sum or sums that constitute a part of the Debt as the same become due, without regard to whether or not the balance of the Debt shall be due, and without prejudice to the right of Lender thereafter to bring an action of foreclosure, or any other action, for a default or defaults by Borrower existing at the time such earlier action was commenced. SECTION 11.6 EXAMINATION OF BOOKS AND RECORDS. Lender, its agents, accountants and attorneys shall have the right upon prior written notice to examine the records, books, management and other papers of Borrower and its affiliates or of any Guarantor or Indemnitor which reflect upon their financial condition, at the Property or at any office regularly maintained by Borrower, its affiliates or any Guarantor or Indemnitor where the books and records are located. Lender and its agents shall have the right upon notice to make copies and extracts from the foregoing records and other papers. In addition, Lender, its agents, accountants and attorneys shall have the right to examine and audit the books and records of Borrower and its affiliates or of any Guarantor or Indemnitor pertaining to the income, expenses and operation of the Property during reasonable business hours at any office of Borrower, its affiliates or any Guarantor or Indemnitor where the books and records are located. SECTION 11.7 OTHER RIGHTS, ETC. (a) The failure of Lender to insist upon strict performance of any term hereof shall not be deemed to be a waiver of any term of this Security Instrument. Borrower shall not be relieved of Borrower's obligations hereunder by reason of (i) the failure of Lender to comply with any request of Borrower, any Guarantor or any Indemnitor to take any action to foreclose this Security Instrument or otherwise enforce any of the provisions hereof or of the Note or the Loan Documents, (iil the release, regardless of consideration, of the whole or any part of the Property, or of any person liable for the Debt or any portion thereof, or (iii) any agreement or stipulation by Lender extending the time of payment or otherwise modifying or supplementing the terms of the Note, this Security Instrument or the Loan Documents. (b) It is agreed that the risk ofloss or damage to the Property is on Borrower, and Lender shall have no liability whatsoever for decline in value of the Property, for 43 20050707001640.'.". failure to maintain the Policies, or for failure to determine whether insurance in force is adequate as to the amount of risks insured. Possession by Lender shall not be deemed an election of judicial relief, if any such possession is requested or obtained, with respect to any Property or collateral not in Lender's possession. (c) Lender may resort for the payment of the Debt to any other security held by Lender in such order and manner as Lender, in its discretion, may elect. Lender may take action to recover the Debt, or any portion thereof, or to enforce any covenant hereof without prejudice to the right of Lender thereafter to foreclose this Security Instrument. The rights of Lender under this Security Instrument shall be separate, distinct and cumulative and none shall be given effect to the exclusion of the others. No act of Lender shall be construed as an election to proceed under anyone provision herein to the exclusion of any other provision. Lender shall not be limited exclusively to the rights and remedies herein stated but shall be entitled to every right and remedy now or hereafter afforded at law or in equity. SECTION 11.8 LENDER RIGHT TO RELEASE. Lender may release any portion of the Property or any portion of the Debt for such consideration as Lender may require without, as to the remainder of the Property or the Debt, in any way impairing or affecting the lien or priority of this Security Instrument, or improving the position of any subordinate lienholder with respect thereto, except to the extent that the obligations hereunder shall have been reduced by the actual monetary consideration, if any, received by Lender for such release, and may accept by assignment, pledge or otherwise any other property in place thereof as Lender may require without being accountable for so doing to any other lienholder. This Security Instrument shall continue as a lien and security interest in the remaining portion of the Property. SECTION 11.9 VIOLATION OF LAWS. If the Property is not in compliance with Applicable Laws, Lender may impose additional requirements upon Borrower in connection herewith including monetary reserves or financial equivalents. SECTION 11.10 RIGHT OF ENTRY. Lender and its agents shall have the right upon prior written notice to enter and inspect the Property at all reasonable times upon notice to Borrower. SECTION 11.11 RIGHTS PERTAINING TO SALES. The following provisions shall, to the extent permitted by law, apply to any sale or sales of all or any portion of the Property under or by virtue of this Security Instrument, whether under any power of sale herein granted or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale: (a) Trustee (for purposes of this Subsection 11.11 only, the term "Trustee" shall be interpreted to include any public officer or other person having the responsibility to conduct any sale of all or part of the Property pursuant to this Security Instrument) may conduct any number of sales from time to time. The power of sale shall not be exhausted by anyone or more of such sales as to any part ofthe Property that has not been sold or by any sale that is not completed or is defective until the Debt has been paid in full. 44 20050707001640.0!; (b) Any sale may be postponed or adjourned by public announcement at the time and place appointed for such sale or for such postponed or adjourned sale, and such sale may be completed at the time and place so announced without further notice. (c) Lender is hereby appointed the true and lawful attorney-in-fact of Borrower, which appointment is irrevocable and shall be deemed to be coupled with an interest, in Borrower's name and stead, to make all necessary conveyances, assignments, transfers and deliveries of the Property and rights so sold, and for that purpose Lender may execute all necessary instruments to accomplish the same, and may substitute one or more persons with like power, and Borrower hereby ratifies and confirms all that said attorney or such substitute or substitutes shall lawfully do by virtue thereof. Nevertheless, Borrower, if requested by Lender, shall ratify and confirm any such sale or sales by executing and delivering to Lender or such purchaser or purchasers, as applicable, all such instruments as may be advisable, in Lender's judgment, for the purposes designated in such request. (d) Any and all statements of fact or other recitals made in any of the instruments referred to in Subsection ll.ll (c) given by Lender concerning nonpayment of the Debt, occurrence of any Event of Default, any declaration by Lender that all or any of the Debt is due and payable, any request to sell, any representation that notice of time, place and terms of sale and property or rights to be sold was duly given, or that any other act or thing was duly done by Lender, shall be taken as prima facie evidence of the truth of the facts so stated and recited. (e) The receipt by Trustee of the purchase money paid at any such sale, or the receipt of any other person authorized to give the same, shall be sufficient discharge therefor to any purchaser of any property or rights sold as aforesaid, and no purchaser, or its representatives, grantees or assigns, after paying such purchase price and receiving such receipt, shall be bound to see to the application of such purchase price or any part thereof upon or for any trust or purpose of this Security Instrument or, in any manner whatsoever, be answerable for any loss, misapplication or non-application of any such purchase money, or part thereof, or be bound to inquire as to the authorization, necessity, expediency or regularity of any such sale. (t) Any such sale or sales shall operate to divest all of the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of Borrower in and to the properties and rights so sold, and shall be a perpetual bar both at law and in equity against Borrower and any and all persons claiming or who may claim the same, or any part thereof, by, through or under Borrower to the fullest extent permitted by applicable law. (g) Upon any such sale or sales, Lender may bid for and acquire the Property and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting against the Debt the amount of the bid made therefor, after deducting therefrom the expenses of the sale, the cost of any enforcement proceeding hereunder and any other sums that Lender is authorized to charge to Borrower under the terms of the Note, this 45 Security Instrument, or any other Loan Document to the extent necessary to satisfy such bid. 20050707OO164n" .. (h) If Borrower, or any person claiming by, through or under Borrower. shall transfer or refuse or fail to surrender possession of the Property after any sale thereof, then Borrower or such person shan be deemed a tenant at sufferance of the purchaser at such sale, subject to eviction by means of unlawful detainer proceedings or other appropriate proceedings, and to any other right or remedy available hereunder or under applicable law. (i) Upon any such sale, it shall not be necessary for Trustee, Lender or any public officer acting under execution or order of court to have present or constructively in its possession any or all of the Property. (j) In the event of any sale referred to in this Subsection 11.11, the entire Debt, if not previously due and payable, immediately thereupon shall, notwithstanding anything to the contrary in the Note, this Security Instrument or any other Loan Document, become due and payable. (k) This instrument shall be effective as a mortgage. If a sale hereunder shan be commenced by Trustee, Lender may, at any time before the sale of the Property, direct the Trustee to abandon the sale, and may institute suit for the conection of the Debt or part thereof and for the foreclosure of this Security Instrument. If Lender shall institute suit for the collection of the Debt or part thereof, and for the foreclosure of this Security Instrument, Lender may at any time before the entry of final judgment in said suit dismiss the same (or part thereof) and direct the Trustee to sell the Property in accordance with the provisions of this Security Instrument. Lender may pursue its rights and remedies against any guarantor or other party liable for any of the obligations in such a suit for foreclosure or by separate suit, whether or not the Trustee is also pursuing a sale under the terms hereof. SECTION II. \2 RIGHT TO RELEASE INFORMATION. Following the occurrence of any Event of Default, Lender may forward to any broker, prospective purchaser of the Property or the Loan, or other person or entity an documents and information which Lender now has or may hereafter acquire relating to the Debt, Borrower, any Guarantor, any Indemnitor, the Property and any other matter in connection with the Loan, whether furnished by Borrower, any Guarantor, any Indemnitor or otherwise, as Lender determines necessary or desirable. Borrower irrevocably waives any and all rights it may have to limit or prevent such disclosure, including any right ofprivacy or any claims arising therefrom. ARTICLE 12 -ENVIRONMENTAL HAZARDS SECTION 12.1 ENVIRONMENTAL DEFINITIONS. The following terms shall have meanings set forth herein for the purposes of this Article 12 and the other Articles of this Security Instrument: "Environmental Law" shall mean any present, and for the purposes of Sections 12.2, 12.3 and 13.4 only, future, federal, state and local laws, statutes, 46 2oo507070016&0.H" ordinances, rules, regulations and the like, as well as common law, relating to protection of human health or the environment, relating to Hazardous Substances, relating to liability for or costs of Remediation or prevention of Releases of Hazardous Substances or relating to liability for or costs of other actual or threatened danger to human health or the environment. "Environmental Law" includes the following statutes, as amended, any successor thereto, and any regulations promulgated pursuant thereto, and any state or local statutes, ordinances, rules, regulations and the like addressing similar issues: the Comprehensive Environmental Response, Compensation and Liability Act; the Emergency Planning and Community Right-to-Know Act; the Hazardous Substances Transportation Act; the Resource Conservation and Recovery Act (including Subtitle I relating to underground storage tanks); the Solid Waste Disposal Act; the Clean Water Act; the Clean Air Act; the Toxic Substances Control Act; the Safe Drinking Water Act; the Occupational Safety and Health Act; the Federal Water Pollution Control Act; the Federal Insecticide, Fungicide and Rodenticide Act; the Endangered Species Act; the National Environmental Policy Act; and the River and Harbors Appropriation Act. "Environmental Law" also includes any present, and for the purposes of Sections 12.2, 12.3 and 13_4 only, future, federal, state and local laws, statutes, ordinances, rules, regulations and the like, as well as common law, conditioning transfer of property upon a negative declaration or other approval of a governmental authority of the environmental condition of the property; requiring notification or disclosnre of Releases of Hazardous Substances or other environmental condition of the Property to any governmental authority or other person or entity, whether or not in connection with transfer oftitle to or interest in property. "Environmental Liens" shall mean all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of Borrower or any other person or entity. "Environmental Reports" shall mean any Phase I, Phase II or other written reports resulting from any environmental assessments of the Property. "Hazardous Substances" shall mean, but shall not be limited to, any and all substances (whether solid, liquid or gas) (i) defined, listed, or otherwise classified as pollutants, hazardous wastes, hazardous substances, hazardous materials, extremely hazardous wastes, or words of similar meaning or regulatory effect under any present, or for the purposes of Sections 12.2, 12.3 and 13.4 only, future, Environmental Laws or (ii) that may have a negative impact on human health or the environment, including petroleum and petroleum products, asbestos and asbestos-containing materialS, polychlorinated biphenyls, lead. radon, radioactive materials, flammables, explosives, medical and infectious waste, mold, fungus and spores present in the air and in and on the physical components of the Property. "Institutional Control" shall mean any legal Or physical restrictions or limitations on the use of, or access to, the Property to eliminate or minimize potential exposures to any Hazardous Substance, to prevent activities that could interfere with the effectiveness of any Remediation, or to ensure maintenance of a level of risk to human health or the environment, including physical modifications to the Property such as slurry 47 walls, capping, hydraulic controls for ground water, or point of use water treatment, restrictive covenants, environmental protection easements, or property use limitations. "O&M Plan" shall mean any operations and maintenance plan for the Property. "Release" of any Hazardous Substance includes any release, deposit, discharge, emission, leaking, spilling, seeping, migrating, injecting, pumping, pouring, emptying, escaping, dumping, disposing or other movement of Hazardous Substances. 20050707001640.::~ "Remediation" includes any response, remedial removal, or corrective action, any activity to cleanup, detoxify, decontaminate, contain or otherwise remediate any Hazardous Substance, any enrollment or participation of the Property within any state's voluntary cleanup or similar program, any actions In prevent, cure or mitigate any Release of any Hazardous Substance, any action to comply with any Environmental Laws or with any permits issued pursuant thereto, any inspection, investigation, study, monitoring, assessment, audit, sampling and testing, laboratory or other analysis, or evaluation relating to any Hazardous Substances or to anything referred to in this Article 12. SECTION 12.2 ENVIRONMENTAL REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants, that, to the best of Borrower's knowledge after due inquiry and investigation: (a) there are no Hazardous Substances or underground storage tanks in, on, or under the Property, except those that are both (i) in compliance with Environmental Laws and with permits issued pursuant thereto, if any, and (ii) fully disclosed to Lender in writing pursuant to the Environmental Reports delivered to Lender; (b) there are no past or present Releases of Hazardous Substances in violation of any Environmental Law or which would require Remediation by a Governmental Authority in, on, under or from the Property except as described in the Environmental Report; (c) there is no past or present non-compliance with Environmental Laws, or with permits issued pursuant thereto, in connection with the Property except as described in the Environmental Report; (d) Borrower does not know of, and has not received, any written or oral notice or other communication from any person or entity (including a governmental entity) relating to Hazardous Substances or Remediation thereof, of possible liability of any person or entity pursuant to any Environmental Law, other environmental conditions in connection with the Property, or any actual administrative or judicial proceedings in connection with any of the foregoing; (e) Borrower has truthfully and fully provided to Lender, in writing, any and all information relating to environmental conditions in, on, under or from the Property that is known to Borrower and that is contained in Borrower's files and records, including any reports relating to Hazardous Substances in, on, under or from the Property and/or to the environmental condition of the Property; and (t) there are no Institutional Controls on or affecting the Property. SEcnON 12.3 ENVIRONMENTAL COVENANTS. Borrower covenants and agrees that so long as the Borrower owns, manages, is in possession of, or otherwise controls the operation of the Property: (a) all uses and operations on or ofthe Property, whether by Borrower or any other person or entity, shall be in compliance with all Environmental Laws and permits issued pursuant thereto; (b) there shall be no Releases of Hazardous Substances in, on, under or from the Property; (c) there shall be no Hazardous Substances in, on, or under the Property, 48 20050707001640 :: ... except those that are in compliance with all Environmental Laws and with permits issued pursuant thereto, if and to the extent required; (d) Borrower shall keep the Property free and clear of all Environmental Liens; (e) Borrower shall, at its sole cost and expense, fully and expeditiously cooperate in all activities pursuant to Section 12.4 below, including providing all relevant information and making knowledgeable persons available for interviews; (f) Borrower shall, at its sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with the Property, pursuant to any reasonable written request of Lender after Lender has reason to believe this Section 12.3 has been violated (including sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas, and the preparation of any O&M Plan required by Lender), and share with Lender the reports and other results thereof, and Lender and other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (g) Borrower shall, at its sole cost and expense, comply with all reasonable written requests of Lender to (i) reasonably effectuate Remediation of any condition (including a Release of a Hazardous Substance or the correction of any conditions identified in any O&M Plan) in, on, under or from the Property, (ii) comply with any Environmental Law, (iii) comply with any directive from any governmental authority, and (iv) take any other reasonable action necessary or appropriate for protection of human health or the environment; (h) Borrower shall not do or allow any tenant or other user of the Property to do any act that materially increases the dangers to human healtb or the environment, poses an unreasonable risk of harm to any person or entity (whether on or off the Property), impairs or may impair the value of the Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste, or violates any covenant, condition, agreement or easement applicable to the Property; and (i) Borrower shall immediately notify Lender in writing promptly after it has become aware of (A) any presence or Releases or threatened Releases of Hazardous Substances in, on, under, from or migrating towards the Property which is required to be reported to a governmental authority under any Environmental Law, (B) any actual Environmental Lien affecting the Property, (C) any required Remediation of environmental conditions relating to the Property, and (D) any written or oral notice or other communication of which Borrower becomes aware from any source whatsoever (including a governmental entity) relating in any way to Hazardous Substances Or Remediation thereof, possible liability of any person or entity pursuant to any Environmental Law, other environmental conditions in connection with the Property, or any actual or threatened administrative or judicial proceedings in connection wi th anything referred to in this Article 12, (j) Borrower shall not allow any Institutional Control on or to affect the Property; and (k) Borrower shall take all acts necessary to preserve its status, if applicable, as an "innocent landowner", "contiguous property owner", or "prospective purchaser" as to the Property and as those terms are defined in CERCLA; provided, however, that this covenant does not limit or modifY any of Borrower's other duties or obligations under this Security Instrument. SECTION 12.4 LENDER'S RIGHTS. Lender, its environmental consultant, and any other person or entity designated by Lender, including any receiver and any representative of a governmental entity, shall have the right, but not the obligation, at intervals of not less than one year, or more frequently if the Lender reasonably believes that a Hazardous Substance or other environmental condition violates or threatens to violate any Environmental Law. after notice to Borrower, to enter upon the Property at all reasonable times to assess any and all aspects of the environmental condition of the Property and its use, including conducting any environmental assessment or audit of the Property or portions thereof to confirm Borrower's compliance with 49 20050707001640 ,.~. the provisions of this Article 12 and perfonnance of any Remediation required under any O&M Plan, and Borrower shall cooperate in all reasonable ways with Lender in connection with any such audit. Such audit shall be perfonned in a manner so as to minimize interference with the conduct of business at the Property. If such audit discloses that a violation of or a liability under any Environmental Law exists or if such audit was required or prescribed by law, regulation or governmental or quasi-governmental authority, Borrower shall pay all costs and expenses incurred in connection with such audit; otherwise, the costs and expenses of such audit shall, notwithstanding anything to the contrary set forth in this Section, be paid by Lender. ARTICLE 13 -INDEMNIFICATION SECTION 13.1 GENERAL INDEMNIFICATION. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold hannless the Indemnified Parties from and against any and all claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminution in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, or punitive damages, of whatever kind or nature (including attorneys' fees and other costs) (the "Losses") imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to anyone or more of the following (but excluding Losses arising out of Lender's gross negligence or willful misconduct): (a) ownership, servicing or administration of this Security Instrument, the Property or any interest therein or the receipt of any Rents or other income or proceeds from the Property; (b) any amendment to, or restructuring of, the Debt, and the Note, this Security Instrument, or any other Loan Document; (c) any and all lawful actions that may be taken by Lender in connection with the enforcement of the provisions of this Security Instrument or the Note or any other Loan Document, whether or not suit is filed in connection with same, or in connection with Borrower, any Guarantor or Indemnitor andlor any member, partner, joint venturer Or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property Or adjacent parking areas, streets or ways; (e) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or be in compliance with any of the tenns of this Security Instrument; (g) perfonnance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any person tu file timely with the Internal Revenue Service an accurate Fonn 1099-8, Statement for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with the Security Instrument, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Security Instrument is made; (i) any failure of the Property to be in compliance with any Applicable Laws; G) the enforcement by any Indemnified Party of the provisions of this Article 13; (k) any and all claims and demands whatsoever that may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perfonn or discharge any of the tenns, covenants, or agreements contained in any Lease or otherwise, (I) any and all claims (including lender liability claims) or demands by Borrower or any third parties, including any Guarantor or Indemnitor; (I) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the loan evidenced by the Note and 50 secured by this Security Instrument; or (m) any misrepresentation made by Borrower in this Security Instrument or other Loan Document 20050707001640. '.''c Any amounts payable to Lender by reason of the application of this Article 13 shall become immediately due and payable and shall bear interest at the Default Rate (as defined in the Note) from the date loss or damage is sustained by Lender until paid, and be secured by this Security Instrument and the other Loan Documents. The obligations and liabilities of Borrower under this Article 13 shall survive any termination, satisfaction, or assignment of this Security Instrument and the exercise by Lender of any of its rights or remedies hereunder including the acquisition of the Property by foreclosure or a conveyance in lieu of foreclosure. As used in this Security Instrument, the term "Indemnified Parties" means Lender and any person or entity who is or will have been involved in the origination of this Loan, any person or entity who is or will have been involved in the servicing of this Loan (whether or not such person or entity has any ownership interest therein), any person or entity in whose name the encumbrance created by this Security Instrument is or will have been recorded, persons and entities who may hold or acquire or will have held a full or partial interest in this Loan (including Investors or prospective Investors in the Securities (as such terms are defined in Section 18.1 hereot), as well as custodians, trustees and other fiduciaries who hold or have held a full or partial interest in this Loan for the benefit of third parties) as well as the respective directors, officers, shareholders, members, partners, employees, agents, attorneys, servants, representatives, contractors, subcontractors, affiliates, subsidiaries, participants, successors and assigns of any and all of the foregoing (including any other person or entity who holds or acquires or will have held a participation or other full or partial interest in this loan or the Property, whether during the term of this Loan or as a part of or following a foreclosure of this Loan and including any successors by merger, consolidation or acquisition of all or a substantial portion of Lender's assets and business). SECTION 13.2 MORTGAGE AND/OR INTANGIBLE TAX. Borrower shall, at its sale cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any tax on the making andlor recording of this Security Instrument, the Note or any of the other Loan Documents. SECTION 13.3 ERISA INDEMNIFICATION. Borrower shall, at its sale cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (including attorneys' fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender's discretion) that Lender may incur, directly or indirectly, as a result of a default under Section 4.2 or 5.9. SECTION 13.4 ENVIRONMENTAL INDEMNIFICATION. (a) Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses 51 20050707001640.'.". and costs of Remediation (whether or not perfonued voluntarily or required under any O&M Plan), engineers' fees, environmental consultants' fees, and costs ofinvestigation (including sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and arising out of or in any way relating to any one or more of the following, unless caused by the gross negligence or willful misconduct of any Indemnified Party: (a) any presence of any Hazardous Substances in, on, above or under the Property; (b) any past, present or threatened release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any person Or entity affiliated with Borrower or tenant or other users of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any time located in, under, on or above the Property; (d) any activity by Borrower, any person or entity affiliated with Borrower or tenant or other users of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at anytime located in, under, on or above the Property, whether or not such Remediation is voluntary or required under any O&M Plan or pursuant to court or administrative order, including any removal, remedial or corrective action; (e) any past, present or threatened violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including any failure by Borrower, any person or entity affiliated with Borrower or tenant or other users of the Property to comply with any order of any governmental authority in connection with Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 12 and thi$ Section 13.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another person or entity and containing such or similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes costs for Remediation'to be incurred; (k) any personal injury, wrongful death, or property damage caused by Hazardous Substances arising under any statutory or common law or tort law theory, including damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (I) any misrepresentation in any representation or warranty set forth in Article 12 or any breach or failure to perform any covenants or other obligations pursuant to Article 12. (b) The indemnity provided in this Section 13.4 shall not be included in any exculpation of Borrower or its partners, members, shareholders or any other Person from 52 20050707001640.','·00 personal liability provided in this Security Instrument or in any of the other Loan Documents. Further, Borrower's obligations under this Section 13.4 shall survive (in perpetuity) the closing and disbursement of the funds evidenced by the Note, payment of the Note, payment and performance of the Obligations, any release, reconveyance, discharge or foreclosure of this Security Instrument, conveyance by deed in lieu of foreclosure, and any subsequent conveyance of the Property. Nothing in this Section 13.4 shall be deemed to deprive Lender of any rights or remedies provided to it elsewhere in this Security Instrument or the other Loan Documents or otherwise available to it under law. Borrower waives and releases Lender and all other Indemnified Parties from any rights or defenses Borrower may have under common law or Environmental Laws for liability arising or resulting from the presence, use or Release of Hazardous Materials except to the extent directly and solely caused by the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. SECTION 13.5 DUTY TO DEFEND, ATTORNEYS' FEES AND OTHER FEES AND EXPENSES. Upon written request by any Indemnified Party, Borrower shall defend such Indemnified Party (if requested by any Indemnified Party, in the name of the Indemnified Party) by attorneys and other professionals approved by the Indemnified Parties. Notwithstanding the foregoing, any Indemnified Parties may engage their own attorneys and other professionals to defend or assist them, and, at the option of Indemnified Parties, their attorneys shall control the resolution of any claim or proceeding. Upon demand, Borrower shall payor reimburse, the Indemnified Parties for the payment of reasonable fees and disbursements of attorneys, accountants, financial advisors, engineers, environmental consultants, laboratories and other professionals in connection therewith. ARTICLE 14 -WAIVERS SECTION 14.1 WAIVER OF COUNTERCLAIM. Borrower hereby waives the right to assert a counterclaim, other than a mandatory or compulsory counterclaim, in any action or proceeding brought against it by Lender arising out of or in any way connected with this Security Instrument, the Note, any of the other Loan Documents, or the Debt. SECTION 14.2 MARSHALLING AND OTHER MATTERS. Borrower hereby waives, to the extent permitted by law, the benefit of all homestead, appraisement, valuation, stay, extension, reinstatement and redemption laws now or hereafter in force and all rights of marshalling in the event of or in connection with any sale hereunder of the Property or any part thereof or any interest therein. Further, Borrower hereby expressly waives any and all rights of redemption from sale under any order or decree offoreclosure of this Security Instrument on behalf of Borrower, and on behalf of each and every person acquiring any interest in or title to the Property subsequent to the date of this Security Instrument and on behalf of all persons to the extent permitted by Applicable Law, and hereby waives any defense Borrower might assert or have by reason of Lender's failure to make any tenant or lessee of the Property a party defendant in any foreclosure proceeding or action instituted by Lender. SECTION 14.3 WAIVER OF NOTICE. To the extent permitted by Applicable Law, Borrower shall not be entitled to any notices of any nature whatsoever from Lender except with respect to maners for which this Security Instrument specifically and expressly provides for the 53 giving of notice by Lender to Borrower and except with respect to matters for which Lender is required by Applicable Law to give notice, and Borrower hereby expressly waives the right to receive any notice from Lender with respect to any matter for which this Security Instrument does not specifically and expressly provide for the giving of notice by Lender to Borrower. SECTION 14.4 WAIVER OF STATUTE OF LIMITATIONS. Borrower hereby expressly waives and releases to the fullest extent permitted by law, the pleading of any statute of limitations as a defense to payment of the Debt or performance of its other obligations under this Security Instrument. 20050707001640':" SECTION 14.5 SURVlV AL. Except as hereinafter specifically set forth below, the representations and warranties, covenants, and other obligations arising under Article 12 shall in no way be impaired by: any satisfaction or other termination of this Security Instrument, any assignment or other transfer of all or any portion of this Security instrument or Lender's interest in the Property (but, in such case, shall benefit both Indemnified Parties and any assignee or transferee), any exercise of Lender's rights and remedies pursuant hereto, including foreclosure or acceptance of a deed in lieu of foreclosure, any exercise of any rights and remedies pursuant to the Note or any other Loan Document, any transfer of all or any portion of the Property (whether by Borrower or by Lender following foreclosure or acceptance of a deed in lieu of foreclosure or at any other time), any amendment to this Security Instrument, the Note Or any other Loan Documents, and any act or omission that might otherwise be construed as a release or discharge of Borrower from the obligations pursuant hereto. SECTION 14.6 WAIVER OF TRIAL BY JURY. BORROWER AND LENDER HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THE LOAN EVIDENCED BY THE NOTE, THE APPLICATION FOR THE LOAN EVIDENCED BY THE NOTE, THE NOTE, THIS SECURITY INSTRUMENT OR ANY OTHER LOAN DOCUMENT OR ANY ACTS OR OMISSIONS OF BORROWER OR LENDER, ITS OFFICERS, EMPLOYEES, DIRECTORS OR AGENTS IN CONNECTION THEREWITH. ARTICLE 15 -EXCULPATION To the extent of any conflict between the provisions of this Security Instrument and Section 21 of the Note, the provisions of Section 21 of the Note shall controL ARTICLE 16 -NOTICES SECTION 16.1 NOTICES. Any notice required or permitted to be given hereunder must be in writing and given (a) by depositing same in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested; (b) by delivering the same in person to such party; (c) by transmitting a facsimile copy to the correct facsimile number of the intended recipient (with a second copy to be sent to the intended recipient by any other means permitted under this Section 16.1); or (d) by depositing the same into the custody of a nationally recognized overnight delivery service addressed to the party to be notified. In the event of mailing, notices shall be deemed effective three (3) days after posting; 54 20050707001640.::~ in the event of overnight delivery, notices shall be deemed effective on the next Business Day following deposit with the delivery service; in the event of personal service or facsimile transmissions, notices shall be deemed effective when delivered. For purposes of notice, the addresses of the parties shall be as set forth in the Preamble to this Security Instrument. A copy of any notice sent, transmitted or delivered to Lender shall also be delivered to Daniel Flanigan, Esq., Polsinelli Shalton Welte Suelthaus, 700 W. 47th Street, Suite 1000, Kansas City, Missouri 64112, facsimile number: (816) 753-1536. From time to time, either party may designate another address than the address set forth in the Preamble by giving the other party no less than ten (10) days advance notice of such change of address in accordance with the notice provisions hereof. For pwposes of this Subsection, "Business Day" shall mean a day on which commercial banks are not authorized or required by law to close in the State in which the Land is located. ARTICLE 17 -APPLICABLE LAW SECTION 17.1 CHOICE OF LAW IJURISDICTION AND VENUE. This Security Instrument shall be governed, construed, applied and enforced in accordance with the laws of the state where the Land is located without regard to the conflicts oflaw provisions thereof ("Governing State"). Borrower hereby consents to personal jurisdiction in the Governing State. JURISDICTION AND VENUE OF ANY ACTION BROUGHT TO ENFORCE THIS SECURITY INSTRUMENT OR ANY OTHER LOAN DOCUMENT OR ANY ACTION RELATING TO THE LOAN OR THE RELATIONSHIPS CREATED BY OR UNDER THE LOAN DOCUMENTS ("ACTION") SHALL, AT THE ELECTION OF LENDER, BE IN (AND IF ANY ACTION IS ORIGINALLY BROUGHT IN ANOTHER VENUE, THE ACTION SHALL AT THE ELECTION OF LENDER BE TRANSFERRED TO) A STATE OR FEDERAL COURT OF APPROPRIATE JURISDICTION LOCATED IN THE GOVERNING STATE. BORROWER HEREBY CONSENTS AND SUBMITS TO THE PERSONAL JURISDICTION OF THE STATE COURTS OF THE GOVERNING STATE AND OF FEDERAL COURTS LOCATED IN THE GOVERNING STATE IN CONNECTION WITH ANY ACTION AND HEREBY WAIVES ANY AND ALL PERSONAL RIGHTS UNDER THE LAWS OF ANY OTHER STATE TO OBJECT TO JURISDICTION WITHIN SUCH GOVERNING STATE FOR PURPOSES OF ANY ACTION. Borrower hereby waives and agrees not to assert, as a defense to any Action or a motion to transfer venue of any Action, (i) any claim that it is not subject to such jurisdiction, (ii) any claim that any Action may not be brought against it or is not maintainable in those courts or that this Security Instrument may not be enforced in or by those courts, or that it is exempt or immune from execution, (iii) that the Action is brought in an inconvenient forum, or (iv) that the venue for the Action is in any way improper. SECTION 17.2 USURY LAWS. This Security Instrument and the Note are subject to the express condition that at no time shall Borrower be obligated or required to pay interest on the Debt at a rate which could subject the holder of the Note to either civil or criminal liability as a result of being in excess of the maximum interest rate which Borrower is permitted by applicable law to contract or agree to pay. Ifby the terms of this Security Instrument or the Note, Borrower is at any time required or obligated to pay interest on the Debt at a rate in excess of such maximum rate, the rate of interest under the Security Instrument and the Note shall be 55 20050707001640.' ..... deemed to be immediately reduced to such maximum rate and the interest payable shall be computed at such maximum rate and all prior interest payments in excess of such maximum rate shall be applied and shall be deemed to have been payments in reduction of the principal balance of the Note. All sums paid or agreed to be paid to Lender for the use, forbearance, or detention of the Debt shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated tenn of the Note until payment in full so that the rate or amount of interest on account of the Debt does not exceed the maximum lawful rate of interest from time to time in effect and applicable to the Debt for so long as the Debt is outstanding. SECTION 17.3 PROVISIONS SUBJECT TO APPLICABLE LAW. All rights, powers and remedies provided in this Security Instrument may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of law and are intended to be limited to the extent necessary so that they will not render this Security Instrument invalid, unenforceable or not entitled to be recorded, registered or filed under the provisions of any Applicable Law. SECTION 17.4 INAPPLICABLE PROVISION. If any term of this Security Instrument or any application thereof shall be invalid or unenforceable, the remainder of this Security Instrument and any other application of the term, at the option of Lender, shall not be affected thereby. ARTICLE 18 -SECONDARY MARKET SECTION 18.1 TRANSFER OF LOAN. Lender may at any time, (a) sell, transfer or assign the Note, this Security Instrument, and the other Loan Documents (a "Loan Sale"), (b) any Or all servicing rights with respect thereto ("Servicing Rights Transfers"), (c) grant participations therein ("Participations"), or Cd) issue mortgage pass-through certificates or other • securities ("Securities") evidencing a beneficial interest in a rated or unrated public offering or private placement (a "Securitization"). Lender may forward to each purchaser, transferee, assignee, servicer, participant, or investor (including any broker or authorized representative thereof) in such Loan Sale, Servicing Rights Transfers, Participations or Securities (collectively, the "Investor") or any of Fitch lBCA, Inc., Moody's Investors Service, Inc. and Standard & Poor's Ratings Services, a Division of McGraw-Hill Companies, Inc. or any successor thereto, and any other nationally recognized statistical rating organization rating such Securities, each prospective Investor, and any organization maintaining databases on the underwriting and performance of commercial mortgage loans, all documents and information that Lender now has or may hereafter acquire relating to the Debt, Borrower, any Guarantor, any Indemnitor, the Property and any other matter relating to the Loan, whether furnished by Borrower, any Guarantor, any Indemnitor or otherwise, as Lender determines necessary or desirable. Borrower irrevocably waives any and all rights it may have to limit or prevent such disclosure, including any right of privacy or any claims arising therefrom. SECTION 18.2 SECONDARY MARKET TRANSACTIONS. Lender shall have the right to engage in one or more Secondary Market Transactions (as hereinafter defined) with respect to the Loan, and to structure and restructure all or any part ofthe Loan, including in multiple tranches, as a wraparound loan, Or for inclusion in a "real estate mortgage investment conduit" (a "REMIC'') within the meaning of Section 8600 of the Internal Revenue Code of 56 20050707001640 .:,,~ 1986, as amended, or other Securitization. Without limitation, Lender shall have the right to cause the Note and the Security Instrument to be split into a first and a second mortgage loan, or into one or more loans secured by mortgages in whatever proportion Lender determines, and thereafter to engage in Secondary Market Transactions with respect to all or any part of the indebtedness and loan documentation. Borrower acknowledges that it is the intention of the parties that all or a portion of the Loan will be securitized and that all or a portion of the Loan will be rated by one or more Rating Agencies. Borrower further acknowledges that additional structural modifications may be required to satisfY issues raised by any Rating Agencies. As used herein, "Secondary Market Transaction" means any of (i) the sale, assignment, or other transfer of all Or any portion of the Debt or the Loan Documents or any interest therein to one or more Investors, (ii) the sale, assignment, or other transfer of one or more participation interests in the Debt or Loan Documents to one or more Investors, (iii) the transfer or deposit of all or any portion of the Debt or Loan Documents to or with one or more trusts or other entities which may sell certificates or other instruments to Investors evidencing an ownership interest in the assets of such trust or the right to receive income or proceeds therefrom or (iv) any other Securitization backed in whole or in part by the Loan or any interest therein. SECTION 18.3 COOPERATION; LIMITATIONS. Borrower shall cooperate in good faith with Lender in effecting any such restructuring or Secondary Market Transaction. Such cooperation shall include executing and delivering such amendments to the Loan Documents and the organizational documents of Borrower and any constituent entities as Lender or any Rating Agency, purchaser; transferee, assignee, trustee, servicer or potential Investor (the Rating Agencies and all of the foregoing parties are herein collectively referred to as "Interested Parties") may request, provided however, that no such amendment shall modifY (i) the interest rate payable under the Note (except as set forth in Section 18.5; (ii) the stated maturity date of the Note, (iii) the amortization ofthe principal amount of the Note, (iv) any other material economic terms of the Loan, (v) the non-recourse provisions ofthe Loan or (vi) any provision, the effect of which would materially increase Borrower's obligations or materially decrease Borrower's rights under the Loan Documents. Such cooperation also shall include using best efforts to obtain such certificates and assurances from governmental entities and others as Lender may request. Bnrrower shall not be required to provide additional collateral that was not initially contemplated by the parties to effect any such restructuring or Secondary Market Transaction. Borrower shall not be required to pay any third party costs and expenses incurred by Lender in connection with any such Secondary Market Transaction unless otherwise payable by Borrower under this Security Instrument or the other Loan Documents. SECTION 18.4 INFORMATION. Borrower, at its sole cost and expense, shall provide such access to personnel and such information and documents relating to Borrower, its constituent persons or entities, any Guarantor or Indemnitor, the Property and the business and operations of all of the foregoing and such opinions nf counsel (including Non-Consolidation Opinions) as Lender, any Rating Agency or any other Interested Party may request (and in form and substance acceptable to Lender and each Interested Party) in connection with any such Secondary Market Transaction including updated financial information, appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports and other due diligence investigations together with appropriate verification of such updated information and reports through letters of auditors and consultants and, as of the closing date of the Secondary Market Transaction, updated representations and warranties made in the 57 20050707001640.:: Loan Documents and such additional representations and warranties as any Rating Agency or other Interested Party may request. If requested by any Rating Agency or required by Lender, provide revisions or "bringdowns" to any opinions delivered at Closing (including Non- Consolidation Opinions), or if required new versions of such opinions, addressed to Lender, any trustee under any Securitization backed in whole or in part by the Loan, any Rating Agency that assigns a rating to any securities in connection therewith and any investor purchasing securities therein. Lender shall be permitted to share all such information with the investment banking firms, Rating Agencies, accounting firms, law firms, other third party advisory firms, potential investors, servicers and other service providers and other parties involved in any proposed Secondary Market Transaction. Borrower understands that any such information may be incorporated into any offering circular, prospectus, prospectus supplement, private placement memorandum or other offering documents for any Secondary Market Transaction. Lender and all of the aforesaid third-party advisors and professional firms and investors shall be entitled to rely upon such information. SECTION 18.5 SEVERANCE. In connection with any Secondary Market Transaction, Borrower shall, at the request of Lender and at its sole cost and expense (a) sever the Loan into two Or more portions in such individual amounts as Lender may determine, each of which portion shall be secured by a mortgage lien on the Property ("Loan Splitting") or (b) sever the Loan into two or more tranches in such individual amounts as Lender may determine ("Loan Tranching"; Loan Splitting and Loan Tranching are collectively referred to herein as a "Conversion"). To effectuate a Loan Split, Borrower, shall, upon written request of Lender, execute, acknowledge and deliver to Lender andlor its designee or designees substitute notes and security instruments in such principal amounts, aggregating not more tban the then unpaid principal amount secured by this Security instrument, and containing terms, provisions and clauses no less favorable to Borrower than those contained herein and in the Note, and such other documents and instruments as may be required by Lendcr to effect the splitting of the Note and this Security Instrument. Any such Loan Tranching shall be evidenced by Lender's then standard form "NB Loan". Any Conversion shall not preclude any further Conversion or modification of the Loan by agreement of Borrower and Lender. In the event any portion of the Loan is converted into an "NB Loan", the interest rate on anyone or more components of the Loan may be changed at Lender's request provided that the weighted average interest rate of all components of the Loan sball in no event exceed the interest rate set forth in the Note. Borrower shall cooperate with all of Lender'S requests made in connection with a Conversion and shall deliver such documents as Lender may request in connection therewith, including any opinion letters which Lender may request, all of which shall be in fonn and substance acceptable to Lender. The aggregate of the principal amount of all such portions shall in no event exceed the then principal balance of the Loan. ARTICLE 19· COSTS SECTION 19 .1 ORIGINATION, ADMINISTRATION, ENFORCEMENT, AND DEFENSE EXPENSES Borrower shall pay Lender, on demand, all Administration and Enforcement Expenses (as hereinafter defined) now or hereafter incurred by Lender, together with interest thereon at the Default Ratc from the date paid or incurred by Lender until such fees and expenses are paid by Borrower, whether or not an Event of Default or Default then exists. For the purpose of this Security Instrument, "Administration and Enforcement Expenses" 58 20050707001640.'.".:' shall mean all fees and expenses incurred at any time or from time to time by Lender, including legal (whether for the purpose of advice, negotiation, documentation, defense, enforcement or otherwise), accounting, financial advisory, auditing, rating agency, appraisal, valuation, title or title insurance, engineering, environmental, collection agency, or other expert or consulting or similar services, in connection with: (a) the origination of the Loan, including the negotiation and preparation of this Security Instrument, any other Loan Document and any amendments or modifications of the Loan or the Loan Documents, whether Or not consummated; (b) the administration, servicing or enforcement of the Loan or the Loan Documents, including any request for interpretation or modification of the Loan Documents or any matter related to the Loan or the servicing thereof (which shall include the consideration of any requests for consents, waivers, modifications, approvals, lease reviews or similar matters and any proposed transfer of the Property or any interest therein), (c) any litigation, contest, dispute, suit, arbitration, mediation, proceeding or action (whether instituted by or against Lender, including actions brought by or on behalf of Borrower or Borrower's bankruptcy estate or any indemnitor or guarantor of the Loan or any other person) in any way relating to the Loan or the Loan Documents including in connection with any bankruptcy, reorganization, insolvency, or receivership proceeding; (d) any attempt to enforce any rights of Lender against Borrower or any other person that may be obligated to Lender by virtue of any Loan Document or otherwise whether or not litigation is commenced in pursuance of such rights; and (e) protection, enforcement against, or liquidation of the Property or any other collateral for the Loan, including any attempt to inspect, verify, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Loan, the Property or any other collateral for the Loan. All Administration and Enforcement Expenses shall be additional Debt hereunder secured by the Property, and may be funded, if Lender so elects, by Lender paying the same to the appropriate persons and thus making an advance on Borrower's behalf. Borrower further acknowledges and confirms that it shall be responsible for the payment of all costs of reappraisal of the Property or any part thereof, whether required by law, regulation, Lender or any governmental or quasi-governmenral authority. Wherever it is provided for herein that Borrower pay any costs and expenses, such costs and expenses shall include all legal fees and disbursements of Lender, whether of retained firms, the reimbursement for the expenses of in-house staff or otherwise. ARTICLE 20 -CERTAIN DEFINITIONS, HEADINGS, RULE OF CONSTRUCTION SECTION 20.1 GENERAL DEFINITIONS. Unless the context clearly indicates a contrary intent or unless otherwise specifically provided herein, words nsed in this Security Instrument may be used interchangeably in singular or plural form and the word "Borrower" shall mean "individually and collectively, jointly and severally, each Borrower (if more than one) and any subsequent owner or owners of the Property or any part thereof or any interest therein and Borrower in its capacity as debtor-in-possession after the commencement of a proceeding under the Bankruptcy Code; "Lender" shall mean "Lender and any subsequent holder of the Note," the word "Note" shall mean "the Note and any other evidence of indebtedness secured by this Security Instrument," the word "person" shall include an individual, corporation, limited liability company, partnership, trust, unincorporated association, government, governmenral authority, and any other entity, the word "Property" shall include any portion of the Property and any interest therein, and the phrases "attorneys' fees" and "counsel fees" shall include any and all attorneys', paralegal and law clerk fees and disbursements, including fees and disbursements at the pre-trial, trial and appellate levels incurred or paid by Lender (a) in 59 20050707001641) .. :-:. protecting its interest in the Property, the Leases and the Rents, (b) relating to or arising out of any lawsuit or proceeding brought by or against Lender in any conn or other forum (including actions or proceedings brought by or on behalf of Borrower's bankruptcy estate or any guarantor or indemnitor), or (c) in enforcing its rights under this Security Insrrument. SECTION 20.2 HEADINGS, ETC. The headings and captions of various Sections of this Security Instrument are for convenience of reference only and are not to be construed as defining or limiting, in any way, the scope or intent of the provisions hereof. SECTION 20.3 RULES OF CONSTRUCTION. The following rules of construction shall be applicable for all purposes of this Security Instrument and all documents or instruments supplemental hereto, unless the context otherwise clearly requires: (a) The terms "include," "including" and similar terms shall be construed as if followed by the phrase "without being limited to"; (h) any pronoun used herein shall be deemed to cover all genders, and words importing the singular number shall mean and include the plural number, and vice versa; (c) all captions to the Sections hereof are used for convenience and reference only and in no way define, limit or describe the scope or intent of, or in any way affect, this Security Instrument; (d) the term "or" has, except where otherwise indicated, the inclusive meaning represented by the phrase "and/or"; (e) the words "hereof", "herein", "hereby", "hereunder", and similar terms in this Security Instrument refer to this Security Instrument as a whole and not to any particular provision or section of this Security Instrument; (f) an Event of Default shall "continue" or be "continuing" until such Event of Default has been waived in writing by Lender; (g) No inference in favor of or against any party shall be drawn from the fact that such party has drafted any portion hereof or any other Loan Document; (h) The cover page (if any) of, all recitals set forth in, and all Exhibits to, this Security Instrument are herehy incorporated herein; and (i) Wherever Lender's judgment, consent, approval or discretion is required under this Security Instrument or any other Loan Document for any matter or thing or Lender shall have an option, election, or right of determination or any other power to decide any matter relating to the terms and conditions of this Security Instrument, including any right to determine that something is satisfactory or not ("Decision Power"), such Decision Power shall be exercised in the sole and absolute discretion of Lender unless otherwise expressly stated to be reasonably exercised. Such Decision 60 20050707001641) _ '."-' Power and each other power granted to Lender upon this Security Instrument or any other Loan Document may be exercised by Lender or by any authorized agent of Lender (including any servicer andlor attorney-in-fact), and Borrower hereby exprcssly agrees to recognize the exercise of such Decision Power by such authorized agent. Without limiting the generality of the foregoing, any authorized agent of Lender (including any servicer andlor attorney-in-fact) is hereby specifically authorized to remove a trustee and select and appoint a successor trustee. ARTICLE 21 -MISCELLANEOUS SECTION 21.1 NO ORAL CHANGE. This Security Instrument, and any provisions hereof, including the provisions of this Section, may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Borrower or Lender, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought, and the parties hereby: (a) expressly agree that it shall not be reasonable for any of them to rely on any alleged, non-written amendment to this Security Instrument; (b) irrevocably waive any and all right to enforce any alleged, non-written amendment to this Security Instrument; and (c) expressly agree that it shall be beyond the scope of authority (apparent or otherwise) for any of their respective agents to agree to any non-written modification of this Security Instrument. SECTION 21.2 LIABILITY. If Borrower consists of more than one person, the obligations and liabilities of each such person hereunder shall be joint and several. Under no circumstances whatsoever shall Lender have any liability for consequential or incidental damages under this Security Instrument or any other Loan Document. Lender shall have no duties or responsibilities except those expressly set forth in this Security Instrument and the other Loan Docwnents. Neither Lender nor any of its officer, directors, employees or agents shall be liable for any action taken or omitted by them as such hereunder or in connection herewith, unless caused by their gross negligence or willful misconduct. This Security Instrument shall be binding upon and inure to the benefit of Borrower and Lender and their respective successors and assigns forever. SECTION 21.3 DUPLICATE ORIGINALS; COUNTERPARTS. This Security Instrument may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. This Security Instrument may be executed in several counterparts, each of which counterpart shall be deemed an original instrument and all of which together shall constitute a single Security Instrument. The failure of any party hereto to execute this Security Instrument, or any counterpart hereof, shall not relieve the other signatories from their obligations hereunder. SECTION 21.4 SUBROGATION. If any or all of the proceeds of the Note have been used to extinguish, extend or renew any indebtedness heretofore existing against the Property, then, to the extent of the funds so used, Lender shall be subrogated to all of the rights, claims, liens, titles, and interests existing against the Property heretofore held by, or in favor of, the holder of such indebtedness and such former rights, claims, liens, titles, and interests, if any, are not waived but rather are continued in full force and effect in favor of Lender and are merged 61 20050707001640.·:··: with the lien and security interest created herein as cumulative security for the repayment of the Debt, the perfonnance and discharge of Borrower's obligations hereunder, under the Note and any other Loan Document, and the perfonnance and discharge of the obligations. SECTION 215 ENTIRE AGREEMENT. The Note, this Security Instrument and any other Loan Document constitute the entire understanding and agreement between Borrower and Lender with respect to the transactions arising in connection with the Debt and supersede all prior written or oral understandings and agreements between Borrower and Lender with respect thereto. Borrower hereby acknowledges that, except as incorporated in writing in the Note, this Security Instrument and any other Loan Document, there are not, and were not, and no persons are or were authorized by Lender to make, any representations, understandings, stipulations, agreements or promises. oral or written, with respect to the transaction which is the subject of the Note, this Security Instrument and any other Loan Document SECTION 21.6 LENDER'S RIGHT TO SUBORDINATE. Lender may, at its election, subordinate the lien of this Security Instrument and any or all of Lender's rights, titles or interests hereunder to any lien, leasehold interest, easement, plat, covenant, restriction, dedication, encumbrance or other matter affecting the Property or any part thereofby recording a written declaration of such subordination in the office of the register Or recorder of deeds or similar filing officer for the county in which the Land is located. If foreclosure sale occurs hereunder after the recording of any such declaration, the title received by the purchaser at such sale shall be subject to the matters specified in such declaration, but such declaration shall not otherwise affect the validity or tenns of this Security Instrument or any other Loan Document or the priority of any lien or security interest created hereunder or under any other Loan Document Without limitation of the foregoing, Lender shall have the right to unilaterally modify any Loan Document to release any lien on any portion ofthe Property. ARTICLE 22 -TRUSTEE PROVISIONS SECTION 22.1 CONCERNING THE TRUSTEE. Trustee, by acceptance of this Security Instrument, covenants to perform and fulfill the trusts herein created and hereby waives any statutory fee and agrees to accept reasonable compensation, in lieu thereof, for any services rendered by Trustee in accordance with the tenns hereof. Trustee may resign at any time upon giving thirty (30) days notice to Borrower and to Lender. Lender may remove Trustee at any time or from time to time and select a successor trustee. In the event of the death, removal, resignation, refusal to act, or inability to act of Trustee, or in its discretion for any reason whatsoever Lender may. without notice and without specifying any reason therefor and without applying to any court, select and appoint a successor trustee, by an instrument recorded wherever this Security Instrument is recorded and all powers, rights, duties and authority of Trustee, as aforesaid, shall thereupon become vested in such successor. Such substitute trustee shall not be required to give bond for the faithful performance of the duties of Trustee hereunder unless required by Lender. The procedure provided for in this paragraph for substitution of Trustee shall be in addition to and not in exclusion of any other provisions for substitution, by law or otherwise. SECTION 22.2 TRUSTEE'S FEES. Borrower shall pay all reasonable costs, fees and expenses incurred by Trustee and Trustee's agents and counsel in connection with the 62 performance by Tmstee of Trustee's duties hereunder and all such costs, fees and expenses shall be secured by this Security Instrument. SECTION 22.3 CERTAIN RIGHTS. With the approval of Lender, Trustee shall have the right to take any and all of the following actions: (i) to select, employ, and advise with counsel (who may be, but need not be, counsel for Lender) upon any matters arising hereunder, including the preparation, execution, and interpretation of the Note, this Security Instrument or any other Loan Document, and shall be fully protected in relying as to legal matters on the advice of counsel, (ii) to execute any of the trusts and powers hereof and to perform any duty hereunder either directly or through hislher agents or attorneys, (iii) to select and employ, in and about the execution of his/her duties hereunder, suitable accountants, engineers and other experts, agents and attorneys-in-fact, either corporate or individual, not regularly in the employ of Trustee, and (iv) any and all other lawful action as Lender may instruct Trustee to take to protect or enforce Lender's rights hereunder. Trustee shall not be personally liahle in case of entry by Trustee, or anyone entering by virtue of the powers herein granted to Trustee, upon the Property for debts contracted for or liability or damages incurred in the management or operation of the Property. Trustee shall have the right to rely on any instrument, document, or signature authorizing or supporting an action taken or proposed to be taken by Trustee hereunder, believed by Trustee in good faith to be genuine. SECTION 22.4 PERFECTION OF APPOINTMENT. Should any deed, conveyance, or instrument of any nature be required from Borrower by any Trustee or substitute trustee to more fully and certainly vest in and confirm to the Trustee or substitute trustee such estates rights, powers, and duties, then, upon request by the Trustee or substitute trustee, any and all such deeds, conveyances and instruments shall be made, executed, acknowledged, and delivered and shall be caused to be recorded andlor filed by Borrower. ARTICLE 23 -LOCAL LAW PROVISIONS SECTION 23.1 INCONSISTENCIES. In the event of any inconsistencies between the terms and conditions of this Article 23 and the other provisions of this Security Instrument (other than the terms and provisions of Article 24), the terms and conditions of this Article 23 shall control and be binding. SECTION 23.2 DEBT. (a) The following language shall be deleted from the seventh and eighth lines of Section 2. I (a): "guaranties, indemnity agreements (including environmental indemnity agreements)". (b) The following language shall be added after the word "Lender" in the first line of Section 2.1(t): "pursuant to any of the Loan Documents." (c) The following shall be inserted at the end of Section 2.1: "Notwithstanding anything to the contrary contained herein or in the Loan Documents, this Security Instrument shall not secure the following obligations: (i) any obligations of Borrower evidenced by or arising under or pursuant to any Environmental Indemnity 63 20050707001640.:: . Agreement executed by Borrower in favor of Lender and (ii) any other obligations in this Security Instrument or in the Loan Documents to the extent that such other obligations relate specifically to the presence on the property of Hazardous Substances (as defined in the Environmental Indemnity Agreement ("Environmental Indemnity Agreement") of even date herewith from Borrower, Panfilo Morelli, and Thomas M. Lindquist to Lender) and are the same or have the same effect as any of the obligations evidenced by or arising under the Environmental Indemnity Agreement, (iii) any obligations under any guaranty (including, without limitation, the obligations of the "Key Principal" under those certain Key Principal's Guaranty Agreements executed by Thomas M. Lindquist and Panfilo Morelli (the "Guaranty"»; (iv) any obligations under any indemnification agreement in favor of Lender"; or (v) any obligations that would be deemed "substantial equivalents" of any of the foregoing excluded obligations for purposes of RCW 61.24.100. (d) The following shall be inserted at the end of Section 2.1 (after the language inserted pursuant to Section 23.2(c»: "The term "Loan Documents" shall not include the Environmental Indemnity Agreement or the Guaranty". SECTION 23.3 INCORPORA TlON BY REFERENCE. Section 3.2 is modified by inserting the following at the end thereof: "except for any of the obligations evidenced by or arising under the Environmental Indemnity Agreement or any other obligations of Borrower which are intended, by Borrower and Lender, to survive the foreclosure of this Security Instrument" SECTION 23.4 RECORDING OF SECURITY INSTRUMENT, ETC. The following is added as a second paragraph to ~ection 7.1: "With respect to that portion of the Personal Property that constitutes fllCOtures, it is intended that this Security Instrument shall be effective as a financing statement filed as a fixture filing from the date of its filing in the real property records of the county in which the Property is located. The name of the record owner of the Property is the Borrower set forth on page I of this Security Instrument. Information concerning the security interests created by this instrument may be obtained from the Lender, as secured party, at its address set forth on page 1 of this Security Instrument. The address of Borrower, as Debtor, is set forth on page I of this Security Instrument. This instrument covers goods which are or are to become fixtures." SECTION 23.5 EVENTS OF DEFAULT. The following is inserted at the end of Section 1O.I(m): "or the occurrence ofa default under the Environmental Indemnity Agreement". SECTION 23.6 REMEDIES. The following language shall be added at the end of Section 11.1(b): "or cause the Trustee to exercise the Trustee's power of sale in accordance with the provisions of this Deed of Trust and the Deed of Trust Act of the State of Washington, RCW Ch. 61.24, as now existing or hereafter amended." 64 20050707001640.0-' SECTION 23.7 ENVIRONMENTAL HAZARDS. Except for the definition of the term "Environmental Law", Article 12, which includes Sections 12.1, 12.2, 12.3 and 12.4, is hereby deleted. SECTION 23.8 INDEMNIFICATION. Borrower's obligations under Section 13.1 shall not include any of the obligations evidenced by Or arising under the Environmental Indemnity Agreement. Section 13.4 is hereby deleted. SECTION 23.9 NON·AGRICULTURAL USE. Borrower warrants and represents that the Property is not presently, and will not during the term of this Security Instrument be, used principally or at all for agricultural purposes. SECTION 23.10 NO SECURED INDEMNIFICATION OBLIGATION. Notwithstanding anything to the contrary contained herein or in any other Loan Document, no indemnification obligation of Borrower shall be deemed to be secured by this Security Instrument. SECTION 23. I 1 ORAL AGREEMENTS. ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY. EXTEND CREDIT. OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. ARTICLE 24 -ADDITIONAL OR SPECIAL PROVISIONS OR MODIFICATIONS SECTION 24.1 INCONSISTENCIES. In the event ofany inconsistencies between the terms and conditions of this Article 24 and the other provisions of this Security Instrument, the terms and conditions of this Article 24 shall control and be bi~ding. SECTION 24.2 PROPERTY MORTGAGED. Section 1.1 is hereby modified in the following manner: (a) The third line of the opening paragraph of Section 1.1 is hereby modified by placing the phrase "with power of sale" between "convey" and "to". (b) The third line of Section l.I(e) is hereby modified by inserting "owned by Borrower and" between "whatsoever" and "locatecf'. (c) The following is inserted as Section l.1(n): "In addition to all other property and items set forth in this Section 1.1, Borrower hereby grants, pledges, and assigns to Lender a lien and first priority security interest in: (i) all of Borrower's right, title, and interest in any Tenant in Common Agreement executed hereafter, management agreements, and related agreements and documents, and all general intangibles and other rights arising from or in connection with all such agreements (including any rights of first refusal, options to purchase or similar rights, and any right of first refusal arising 65 2OO50707001640.ul ~ under the Bankruptcy Code), and all products and proceeds thereof and additions thereto; and (ii) all tenant in common ownership interests." SECTION 24.3 ADDITIONAL DEFINITIONS. As used throughout this Security lnsnument, the term ''Tenant in Common" shall mean each entity or individual which: (i) has been approved by Lender in its discretion to hold a tenancy in common interest in the Property and (ii) is a Borrower~ SECTION 24.4 INSURANCE. Terrorism Coverage shall not be required if it becomes unavailable or the cost of Terrorism Coverage becomes commercially unreasonable (as hereafter defined). In determining whether the cost of Terrorism Coverage is commercially unreasonable the following guidelines shall apply: a) the premium for such Terrorism Coverage would be based upon coverage which is similar in coverage amount and deductible to the coverage which Borrower has on the Property as of the date hereof; b) the amount of premium or additional premium attributable to continuing Terrorism Coverage (whether included in the Borrower's insurance policy or provided through a separate insurance rider or insurance endorsement 10 the Borrower's insurance policy) shall not exceed 25% of the most recent annual premium charged for Borrower's Commercial Property Insurance, to be determined by Lender in its discretion. SECTION 24.5 PAYMENT OF TAXES, ETC .. The first line of Sec lion 3.4(a) is hereby modified by inserting "or cause to be paid prior to delinquency" after "pay" and deleting "by their due date". SECTION 24.6 TAX IMPOUND ACCOUNT. Lender agrees to waive the requirement of the Impound Account for Taxes provided in Section 3.5 so long as the following conditions are satisfied at all times as determined by Lender in its sole discretion: (i) Jefferson Smurfit Corporation (d/b/a Smurfit Stone Container Enterprises, Inc. and hereinafter, "Smurfit"), continues to be the sole tenant under that certain lease between Smurfit and Borrower dated on or about June 19, 1995 (the "Smurfit Lease") and remains in occupancy of the Property; (ii) the Smurfit Lease contains a provision satisfactory to Lender in its discretion requiring Smurfit to pay Taxes directly to the appropriate taxing authority, and Smurfit makes such payments as so required; (iii) no Event of Default exists; (iv) Tenant or Borrower furnishes paid tax receipts to Lender prior to the delinquency dates of all such Taxes; and (v) no default or event of default exists under the Smurtit Lease. If Borrower shall fail to satistY any of the foregoing requirements, Lender may immediately reinstate the provisions of Section 3.5 relating to an Impound Account for Taxes. SECTION 24~7 INSURANCE IMPOUND ACCOUNT. Lender agrees to waive the requirement of an Impound Account for Insurance Premiums, once each of the following conditions is concurrently satisfied determined by Lender in its sole discretion: (i) Smurtit continues to be the sole tenant under the Smurtit Lease, and remains in occupancy of the Property; (ii) the Smurtit Lease continues in full force and effect and contains a provision satisfactory to Lender in its sole discretion requiring Smurtit to make the insurance payments 66 20050707001640.!J I directly to the insurance carrier, and Smurfit makes such payments as so required; (iii) Smurfit's insurance policy terms, coverage, types, and amounts are acceptable to Lender and conform with the requirements of this Security Instrument and with the Loan Documents (iv) Smurfit Or Borrower Or submits to Lender paid insurance premium receipts Or other documentation evidencing timely payment of all Insurance Premiums not less than thirty (30) days prior to each due date thereof; (v) the Policies remain in full force and effect without any reduction in coverage and no notice of termination or cancellation has been issued; (vi) no Event of Default exists; and (vii) no default or event of default exists under either Smurfit Lease. Notwithstanding the foregoing it is acknowledged that, as of the date hereof Smurfit does not adequately maintain one or more of the coverages required by Section 3.3 hereof. Borrower, therefore, shall be required to maintain coverage in an amount that, when combined with Smurfit's coverage, meets or exceeds the requirements of this Security Instrument (in Lender's discretion), and the provisions of Section 3.5 relating to an Impound Account for Insurance Premiums apply until all of the conditions in the first sentence of this Section 24.1 are satisfied. Further, ifafier Lender waives Impound Account for Insurance Premiums, Borrower shall fail to satisfy any of the foregoing requirements as determined by Lender in its discretion, Lender may immediately reinstate the provisions of Section 3.5 relating to an Impound Account for all Insurance Premiums. SECTION 24. 8 CONDEMNATION. The thirty-sixth line of Section 3.6 is hereby modified by inserting the phrase "and Borrower receives the Net Proceeds pursuant to the terms ofthis Security Instrument" between "domain" and ",". SECTION 24.9 MAINTENANCE OF PROPERTY. The following is hereby added between the second and third sentences of Section 3.8: "Notwithstanding the foregoing, Lender's consent shall not be required for the replacement or removal of non-material items of Personal Property in the ordinary course of business." SECTION 24.10 BOOKS AND RECORDS. The requirements of Sections 3.11(b) and 3.11 (d) are hereby waived so long as the following conditions are satisfied in Lender's sole discretion: (i) the Smurfit Lease remains in full force and effect and Slllurfit remains the tenant under said lease; (ii) no Event of Default shall have occurred; and (iii) no default or event of default shall have occurred under the Smurfit Lease. SECTION 24. II REPRESENTATIONS AND WARRANTIES. The first line of Article 5 is hereby modified by inserting the phrase ", as of the date hereof, .. between "warrants" and ~~to'·. SECTION 24.12 STATUS OF PROPERTY. Section 5.6 is hereby modified in the following manner: (a) The language of Section 5.6(b) is hereby deleted in its entirety and the following is substituted therefore: "To the best of Borrower's knowledge based upon the (i) Phase I Environmental Assessment prepared by Property Solutions,lnc, dated April 6, 2005; (ii) that certain Phase II Subsurface Investigation letter prepared by Secor 61 20050707001640.:::' International Incorporated, dated March 31, 2005; (iii) that certain letter dated March 21. 2005 from the City of Renton. PlanningiBuilding/Public Works Department; (iv) and that certain Zoning Assessment Report prepared by Carter Burgess dated April 1,2005 (collectively. the "Property Reports"). it has obtained all necessary certificates, licenses and other approvals, governmental and otherwise. necessary for the operation of the Property and the conduct of its business and all required zoning. building code. land use, environmental and other similar pennits or approvals. all of which are in full force and effect as of the date hereof and not subject to revocation, suspension. forfeiture or modification. (b) The language of Section 5.6(c) is hereby deleted in its entirety and the following is substituted therefore: "To the best of Borrower's knowledge based on the Property Reports. the Property and the present use and occupancy thereof are in full compliance with all applicable zoning ordinances, building codes. land use and Environmental Laws and other similar laws. (c) Section 5.6(c) is hereby modified by adding the following to the beginning thereof: "To the best of Borrower's knowledge,". (d) The first line of Section 5.6 (d) is hereby modified by deleting the phrase "or contemplated". (e) The first and second line of Section 5.6(e) are hereby modified by deleting the phrase "or contemplated". (f) The third line of Section 5.6(e) is hereby modified by deleting the phrase "all·weather u . (g) Section 5.6(g) is hereby modified by adding the following to the beginning thereof: "To the best of Borrower's knowledge.". (h) Section 5.6(h) is hereby modified by adding the following to the beginning thereof: "To the best of Borrower's knowledge .... (i) Section 5.60) is hereby modified by adding the following to the beginning thereof: "To the best of Borrower's knowledge .... SECTION 24.13 LEASES. Section 5.1 O(k) is hereby modified by adding the following to the end thereof: ". except with regard to the Smurfit Lease. as previously disclosed in writing to Lender;". SECTION 24.14. NON-CONSOLIDATION OPINION. Section 5.19 is hereby deleted in its entirety and the following substituted therefore: "INTENTIONALLY DELETED". 68 20050707001640.;';'-' SECTION 24.15 ESTOPPEL CERTIFICATES. The first line of Section 7.4(a) is hereby modified by inserting "business" between "ten" and '·days". SECTION 24.16 CONDITIONS TO LENDER'S CONSENT. The sixth line of Section 8.2(a)(viii) is hereby modified by deleting "may, in its discretion" and substituting "shall" therefor. SECTION 24.17 EVENTS OF DEFAULT. Section 10.1 is modified in the following manner: (a) Section 10. I (e) is hereby modified by adding the following to the end thereof "(which failure to deliver said copies is not cured on or before the fifth (S'b) day after Lender's written notice to Borrower thereo!)". (b) The first line of Section 10.l(d) is hereby modified by inserting "or cause to be made" between "make" and "the". (c) The following is inserted at the end of Section 10.I(i): "Without limitation of any of the foregoing, it shall be an Event of Default hereunder if any Tenant in Common ("Debtor") becomes the subject of a bankruptcy, insolvency, reorganization, or conservatorship proceeding ("Bankruptcy Proceeding'') and: (x) the payments to Lender required under the Loan Documents are interrupted as a result of the Bankruptcy Proceeding or an event, act, or omission defined as an "Event of Default" occurs during the pendency of the Bankruptcy Proceeding; Or (y) the Debtor or another party of interest in the Bankruptcy Proceeding attempts to treat or otherwise impair Lender's claim in any way in the Bankruptcy Proceeding including any plan of reorganization; unless within sixty (60) days following the commencement of such proceeding, either: (a) the interests and obligations of the Debtor under the Loan Documents, including without limitation all payments, interest, and late charges ("Debtor's Interest") has been acquired by one or more of the other Tenants in Common pursuant to a final order of the bankruptcy court that has not been appealed, is not subject to any stay or further appeal, and is otherwise satisfactory to Lender, and Lender has been paid in full for all attorneys' fees and other expenses incurred by Lender in connection with the Bankruptcy Proceeding; or (b) if Debtor's Interest has not been acquired by Borrower or a Tenant in Common as provided above, each of the following events shall have occurred: (I) the automatic stay has been terminated with respect to any enforcement or other action taken by Lender with respect 10 Borrower or a Tenant in Common, the Property or any of the Loan Documents 69 20050707001640.;;.-. pursuant to a final order (satisfactory to Lender) that has not been appealed and is not subject to any stay or further appeal; (2) the bankruptcy court has entered a final order (satisfactory to Lender) that has not been appealed and is not subject to any stay or further appeal which waives any right to treat, impair, or deal in any way with Lender's debt or claim in any plan of reorganization to be filed in the case, or that otherwise provides for treatment in such plan satisfactory to Lender in its sole discretion; and (3) Lender has been paid in full for all attorneys' fees and other expenses incurred by Lender in connection with such proceeding." (d) Section 1O.I(n) is hereby deleted and the following substituted therefore: "[NTENTIONALL Y OMITTED.". (e) The following is inserted as Sections 10.1 (r) and 10. 1 (s), and the provisions of Section 10.I(q) shall not apply to the Events of Default set forth in Sections 1O.I(r) and 10.I(s) below: "(r) the filing of (i) a partition action affecting the Property or (ii) an action by one Tenant in Common against another Tenant in Common, unless such action is dismissed with prejudice within thirty (30) days after it is filed and Lender is paid in full within such thirty (30) day period for all attorneys' fees and other expenses incurred by Lender as a result of or in connection with the filing of such action; (s) the failure by any Borrower to notify Lender within five (5) Business Days of it knowledge of any Tenant in Common: (i) offering its ownership interest for sale; (ii) commencing a partition proceeding; (iii) filing an action against another Tenant in Common, or (iv) filing for bankruptcy protection;" SECTION 24.18 EXAMINA nON OF BOOKS AND RECORDS. The first sentence of Section 11.6 is hereby modified by inserting the following at the end thereof", provided that such infonnation is maintained on a confidential basis and is not revealed to third parties except those having a need to utilize such infonnation in the perfonnance of their own duties". SECTION 24.19 NOTICES. The language of Section 16.1 is hereby deleted in its entirety and the following substituted therefore: "Any notice required or permitted to be given hereunder must be in writing and given by depositing the same into the custody of a nationally recognized overnight delivery service addressed to the party to be notified. Notices shall be deemed effective on the next Business Day following deposit with the delivery service. For purposes of notice, the addresses orthe parties shall be as set forth in the Preamble to this Security Instrument. A copy of any notice sent, transmitted or delivered to Lender shall also be delivered to Daniel Flanigan, Esq., Polsinelli Shalton Welte Suelthaus, 700 W. 47th Street, Suite 1000, Kansas City, Missouri 64112, facsimile number: (816) 753-1536. 70 20050707001640.ul From time to time, either party may designate another address than the address set forth in the Preamble by giving the other party no less than ten (10) days advance notice of such change of address in accordance with the notice provisions hereof." For purposes of this Subsection, "Business Day" shall mean a day on which commercial banks are not authorized or required by law to close in the State in which the Land is located. SECTION 24.20 SECONDARY MARKET TRANSACTIONS. Section 18.2 is hereby modified by adding the following to the beginning thereof: "At no cost to Borrower,". SECTION 24.21 RULES OF CONSTRUCTION. Section 20.3(f) is hereby deleted in its entirety and the following substituted therefore: (f) "an Event of Default shall "continue" or be "continuing" until such Event of Default has been cured, as determined by Lender in its discretion;" SECTION 24.22 ADDITIONAL COVENANTS. (a) Each Tenant in Common hereby irrevocably appoints Renton Partners LLC, a Washington limited liability company ("Service Agent") as its agent to: (i) accept and acknowledge service of any and all process on behalf of each Tenant in Common in any suit, action or proceeding in the Governing State arising out of this Security Instrument, any Loan Document, any environmental indemnity agreement or any of the transactions contemplated thereby, and (ii) accept and acknowledge notice on behalf of each Tenant in Common with respect to any notice provisions set forth in this Security Instrument and any other Loan Document. Lender shall also be entitled to rely solely on any notice received from Service Agent. (b) Each Tenant in Common agrees that any service of process upon the Service Agent shall be taken and held to be valid personal service upon each Tenant in Common whether or not such Tenant in Common shall then be doing, or at any time shall have done, business within the Governing State, and any such service of process shall be fully valid to the same extent as if service were made on each Tenant in Common according to the laws of the Governing State governing the validity and requirements of such service. (c) Each Tenant in Common further appoints Service Agent to act for all purposes on its behalf under this Security Instrument and all Loan Documents. Notwithstanding anything herein to the contrary, at all times and for all purposes, Lender may notify, negotiate and agree solely with Service Agent and Service Agent shall have the right to hind all Borrowers hereunder. (d) The Service Agent shall not be changed without the prior written consent of Lender in its discretion. All actions by the Service Agent shall be as agent of the Bon-ower, both jointly and severally. 71 20050707001640.:: ; (e) Each Tenant in Common hereby waives all claims of error by reason of any service in accordance with the terms of this Section 24.22. (f) Each Tenant in Common hereby waives for so long as the Loan is outstanding any rigbt of partition of the Property it may have under applicable law. (g) Each Tenant in Common hereby waives, for so long as loans outstanding, any right it may have to place a lien against the Property in connection with a claim against any other Tenant in Common. (h) Intentionally Omitted. (i) To the extent that there are any inconsistencies between the terms of any Tenant in Common Agreement and the terms of the Loan Documents, the terms of the Loan Documents shall prevail. G) Each Borrower agrees that, if following a Bankruptcy Proceeding (as defined above) of any Borrower, another Borrower subsequently commences a Bankruptcy Proceeding, each Borrower shall: (i) agree that "cause" for termination of the automatic stay exists and that Lender shall be entitled, and each Borrower hereby and shall consent, to relief from the automatic stay imposed by Section 362 of the Bankruptcy Code and that, immediately upon the request of Lender, each Borrower and any Affiliate thereof shall take all actions necessary to afford such relief to Lender including the execution and filing of such documents as Lender may deem necessary or appropriate to obtain such relief; and (ii) and hereby does waive any rigbt it may have to file an objection to any motion to dismiss filed by Lender in connection with such Bankruptcy Proceeding. (k) Following the commencement of a Bankruptcy Proceeding, neither Borrower nor any Affiliate of Borrower shall propose or support, directly or indirectly, (i) any plan of reorganization thaI modifies or seeks to modify any term or provision of any Loan Document, or (ii) any use of Cash Collateral (as defined below) without the prior consent of Lender. For purposes of the immediately preceding sentence, "Cash Collateral" shall mean all proceeds, product, offspring, rents and profits of the Property that constitute cash collateral under Section 363 of the Code, as amended from time to time. (1) On each anniversary date of the Note Date throughout the term of the Loan, each Borrower shall deliver to Lender a certificate acceptable to Lender stating that, as of such date: (i) the respective Borrower has not sold its interest in the Property in violation of Article 8 of this Security Instrument; (ii) such entity is not involved in a Bankruptcy Proceeding; (iii) no members of such entity have sold any of their equity interests in such entity in violation of Article 8 of this Security instrument; (iv) no subordinate financing has been incurred by such entity in violation of Section 4.3 or Article 8 of this Security Instrument; and (v) no lien has been placed against such entity's interests in the Property. 72 SECTION 24.23 ALTERATIONS. Notwithstanding anything herein to the contrary, certain alterations may be made to the Property ("Additional Improvements"), provided the following conditions are satisfied: (i) No Event of Default has occurred; 20050707001640.;;, (ii) Borrower has deposited a proper form of security with Lender (in form and substance to be determined by Lender in its discretion, but in no event an amount that would constitute a "significant modification" of the Loan pursuant to Treasury Regulation Section 1.1001-3); (iii) The proposed Additional Improvements (i) shall have been approved by Lender in its discretion, (ii) shall result only in additions, expansions, or improvements to the current structure on the Property; and (iii) shall not result in the demolition of a substantial amount of such structure. (iv) The Additional Improvements shall be fully completed by Borrower in a diligent and good and workmanlike manner in accordance with all applicable laws and ordinances (including zoning); (v) During the construction of the Additional Improvements, Borrower shall provide Lender on a monthly basis copies of all receipted bills, invoices, lien waivers and other such documents from each of the contractors and materialmen which provided work or services in connection with the Additional Improvements in excess of $1 0,000.00 (for each individual contractor or materialman) sufficient to reflect that all materials installed and work and labor performed in connection with the construction of the Additional Improvements have been paid for in full or will be paid with the next installment payment; (vi) Upon completion of the Additional Improvements, Borrower shall provide Lender an endorsement to the mortgage title insurance policy issued to Lender updating the effective date of the policy to a date which is after the completion of the Additional Improvements and reflecting that no mechanic's or other liens have been placed against the Property; (vii) Upon Lender's request, an opinion of counsel shall be delivered to Lender indicating that upon completion of the Additional Improvements, the Loan will remain a "qualitied mortgage" under Section 8600(a)(3) of the Internal Revenue Code; and (viii) Borrower shall reimburse Lender for any fees (including fees for inspection, attorney's, engineer, architect, or inspector) incurred by Lender in connection with the completion of the Additional Improvements. Failure to comply with the foregoing shall be an Event of Default hereunder. 73 IN WITNESS WHEREOF, THIS SECURITY INSTRUMENT has been executed by Borrower the day and year first above written. Borrower: RENTON PARTNERS LLC, a Washington limited liability company By: The Morelli Family LLC, a Washington limited liability company, its Managing Member By: 'Po. ~L M~ Panfiloorelli, Manager 20050707001640:: NORTHWEST CO-INVESTMENT NO.6, LLC, a Washington limited liability, ompany By: ----rY'rt . j/ / ThomasM. 74 STATE OF WASHINGTON COUNTY OF kIN", ) ) ss. ) 20050707001640.0= THIS IS TO CERTIFY that on July & ,2005, before me, a NOtary public in and for the State of Washington, duly commissioned adaSwom, came Panfilo Morelli, personally known or having presented satisfactory evidence to be the Manager of the Morelli Family LLC, a Washington limited liability company, Managing Member of RENTON PARTNERS LLC, a Washington limited liability company, the limited liability company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said company for the uses and purposes therein mentioned, and on oath stated that he/she is authorized to execute the said instrument on behalf of said limited liability company. WITNESS MY HAND and official seal the day and year in this certificate first above b< Print Name: Notary Public in and for tlie State ofXashington, residing at: 0ainbn~e. ;Ib{(W7 My Commission Expires:.--=O-,,~~l_o_"'--<.,-,-O.=;S ______ _ 75 KIMBERLY LAZURE STATE OF WASHINGTON NOTARY --PUBLIC U'I COUIIlUIOI £XiIIR£S 8-09,05 STATE OF WASHINGTON COUNTY OF k lNbf _ ) ) ss. ) 20050707001640 .:.~ THIS IS TO CERTIFY that on July & ,2005, before me, a Notary public in and for the State of Washington, duly commissioned ands;orn, came Thomas M. Lindquist, personally known or having presented satisfactory evidence to be the Managing Member of NORTHWEST CO-INVESTMENT NO.6, LLC, a Washington limited liability company, the limited liability company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said company for the uses and purposes therein mentioned, and on oath stated that he/she is authorized to execute the said instrument on behalf of said limited liability company. WITNESS MY HAND and official seal the day and year in tbis certificate ftrst above Print Name:~I~lll?=~L::k.71t::J:.~~1::.!!:::::::"-:-:-_ Notary Public in and for tlie ,Stat Q( Washington, residing at: BtLiy,bVl'~ ;Il;;/ N'ld. My Commission Expires: O'iJ 70"1 I DZ· This Instrument Prepared By: J osepb P. Langston POLSINELLI SHALTON WELTE SUELTHAUS 700 W. 47th Street, Suite 1000 Kansas City, Missouri 64112 (816)753-1000 FAX (816) 753-1536 76 KIMBERLY L. AZURE sTAT( OF YlASHINGTOll NOTARY -.-PUBLIC \ \,"1 COI!I.IISSIOK £XI'lRES 8-C9-CS EXHIBIT "A" (Legal Description) LOT 8, BLOCK 5, BURLINGTON NORTHERN INDUSTRIAL PARK RENTON II, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 111 OF PLATS, PAGES 42 THROUGH 44, INCLUSIVE, IN KING COUNTY, WASHINGTON. 2005070700164ll ...... When recorded return to: Attn: KC WILSON & ASSOCIATES 23232 Peralta Drive #218 Luna HUls, CA 92653 136-2005LDP4 JPMC Please print or type infonnation Document TItle(s) or transaction contained therein): ASSIGNMENT OF DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS. SECURITY AGREEMENT. AND FIXTURE FlUNG REFERENCE NUMBER: 20050707001640 Grantor(s) (Last name first, then first name and initials) KEYBANK NATIONAl ASSOCIATION Grantee{s) (Last name first, then first name and initials) WELLS FARGO BANK, N.A.. AS TRUSTEE FOR THE REGISTERED HOLDERS OF J.P. MORGAN CHASE COMMERCiAl MORTGAGE SECURITIES CORP., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-LDP4 Legal Description (abbreviated: i.e. lot, block, plat or section, township, range, qtr.lqlr.) , __ Additional legal is on page ,of document. Assessor's Property Tax Parcel/Account Numbers _ Properly lax 10 is not yet assigned _ Additional parcel numbers on page __ of document 20060313001478.:: The Auditor/Recorded will rely on the Information provided on the fonn. The staff will not read the document to vAritv the accuracY or completeness of the indexino infonnation. 2006031300147R':~-'. This instrument prepared by: KeyBank National Association 911 Main Street, Suite 1500 Kansas City, Missouri 64105 SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE Loan No. 10028125 ASSIGNMENT OF ASSIGNMENT OF LEASES AND RENTS (hereinafter the «Assignment") In consideration of the sum ofTen Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, KEYBANK NATIONAL ASSOCIATION, a national banking association, baving an address at 911 Main Street, Suite 1500, Kansas City, Missguri 64105 ("Assignor"), does hereby grant, bargain, sell, convey, assign, transfer and set over unto SEE ATl'ACHED EXHIBIT B FUR ASSIGNEE NAME AND ADDRESS ("Assignee"), without recourse, all of the right, title and interest of Assignor in and to: 1204850.1 I. That certain Assignment of Leases and Rents described on Schedule I hereto ("Assignment of Rents"); 2. The note(s) and/or other agreements evidencing the indebtedness and/or the obligation(s) secured by the Assignment of Rents; and 3. Any and all other documents and instruments evidencing, securing and/or relating to the indebtedness and/or obligations secured by the Assignment of Rents. This Assignment is made without representation, recourse or warranty by Assignor. 2 IN WITNESS WHEREOF, the Assignor by its duly authorized officers has caused this Assignment to be duly executed, sealed, acknowledged and delivered. Effective as of 9 /..;;.9 ~S" , 1204850.1 ASSIGNOR: KEYBANK NATIONAL ASSOCIATION, a national banking association ~~e: _4_~EO~Do::.A).;..:Hc.::fL~Rl!JRL!.>IS2-.. _____ _ Title: DESIGNATED SIGNES 3 STATE OF MISSOURI ) ) SS COUNTY OF JACKSON ) 20060313001478.:: . . f'Il ~. . . On this~day 0 2005, before me,appeared Leo D. Barris, to me personaU know, who being by me duly sworn, did say . that he is the Designated Signer of KeyBank National Association, a national banking association, and that the said instrument was· signed on behalf of said association by authority of its members, and said Leo D. Barris, acting as the Designated Signer. of said· association, acknowledged said instrument to be the free act and deed of said . association. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal on the day and year las hove written. . ANNAYENE lOMPICINS . NofofY PubIic-l'lOt<llY Seal $IaIe 01 MIIoouI JacksOn county My Commission expIreS Feb 16. 2008 My CommisSion expires 2-16-2008 .. ' .. 200603130014713.::::." SCHEDULEl Description of the Assignment of Rents Assignment of Leases and Rents made by Renton Partners LLC, a Washington limited liability company, and Northwest Co-Investment No.6, LLC, a Washington limited liability company, as tenants in common, in favor ofKEYBANK NATIONAL ASSOCIATION, a national banking association, recorded on July 2, 2005, as Document No. ¢Oa5tYICt7JO\l# 1 in the real estate records for King County, Washington. . 12048'0.1 5 . -. Exhibit B Assignee Name and Address Loan number: 136200SLDN Property: Smurfit Recycling Company Assignee Name: Wells Fargo Bank, N.A., as trustee for the registered holders of J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-LDP4 Assignee Address: Wells Fargo Bank, N.A. CMBS Department 10l510tb Avenue SE Minneapolis, MN 55414 2006031300147~_ -:--:-- ; When Recorded Return To: KeySank Real Estate Capital 911 Main Street, Suite 1500 Kansas City, MO 64105 Attn.: Carol Brownfield Document Title Assignment of Leases and Rents Grantor KING COONTY, iIA PAG£"~ 821 ASNR 38." 87/871 13.32 Renton Partners LLC, a Washington limited liability company, and Nortbwest Co-Investment No.6, LLC, a Washington limited liability company, as tenants in common Grantees ,?-/ f'tf5 20050707001641.:: I. Key8ank National Association, a national banking association Cf'I~I~~ r-' r ~.~ CO I,v 7jri'!/ '~o).. ~ REF# _/.J {~- Legal Description (Abbreviated) LOT 8. BLOCK S, BURLINGTON NORTHERN INDUSTRIAL PARK RENTON II, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME III OF PLATS, PAGES 42 THROUGH 44, INCLUSIVE, IN KING COUNTY, WASHINGTON. FuUlegal description is on Exhibit A.I' ,j-I Assessor's Property Tax Parcell Account Number: 125381-001\1-06 Location 701 SW 34th Street, Renton, Washington 98055 RENTON PARTNERS LLC, and NORTHWEST CO-INVESTMENT NO.6, LLC, as Tenants in Common to KEYBANK NATIONAL ASSOCIATION ASSIGNMENT OF LEASES AND RENTS Dated: July~, 2005 Location: 701 SW 34th Street, Renton, Washington 98055 RECORD AND RETURN TO: KEYBANK NA T10NAL ASSOCIATION 911 Main Street Suite 1500 Kansas City, Missouri 64105 Attention: Carol Brownfield Loan No. 10028125 2 20050707001641':"-' ASSIGNMENT OF LEASES AND RENTS THIS ASSIGNMENT OF LEASES AND RENTS ("Assignment") is made as of July .::t, 2005, by and between RENTON PARTNERS LLC, a Washington limited liability company, and NORTHWEST CO-INVESTMENT NO.6, LLC, a Washington limited liability company, as tenants in common (individually, collectively and jointly and severally, the "Borrower") and KEYBANK NATIONAL ASSOCIATION, a national banking association ("Lender"). Recitals of Fad The following recitals are a material part of this instrument: A. Borrower desires to borrow from Lender the principal sum of $3,250,000.00 (the "Loan") for the financing of certain property located in King County, Washington, which is commonly known as the Smurfit Recycling, legally described on Exhibit" A" attached hereto and by this reference made a part hereof (the real estate, together with all improvements thereon and personal property associated therewith, is hereinafter collectively called the "Property''). B. As security for the Loan, Borrower shall execute and deliver to Lender a first deed of trust, mortgage, or deed to secure debt (which is herein called the "Security Instrument") encumbering the Property. The Security Instrument, the Promissory Note evidencing the Loan ("Note") and all other documents and instruments existing now or after the dale hereof that evidence, secure or otherwise relate to the Loan, including this Assignment, other assignments, security agreements, financing statements, guaranties, indemnity agreements (including environmental indemnity agreements), letters of credit, or escrowlholdback or similar agreements or arrangements, together with all amendments, modifications, substirutions or replacements thereof, are sometimes herein collectively referred to as the "Loan Documents" or individually as a "Loan Documenf'. The Loan Documents are hereby incorporated by this reference as if fully set forth in this Assignment. C. Borrower desires to assign to Lender the rents, leases and profits of and from the Property and the proceeds therefrom, as primary and not as secondary security for the payment of the Note and the Debt (as such term is hereinafter defined), and for the performance of the obligations in the Security Instrument and the other Loan Documents. Agreement In consideration of the Loan from Lender to Borrower, which is of direct and substantial benefit to Borrower, the mutual covenants contained in this Assignment, and for other good and valuable considerations, the receipt and sufficiency of which are acknowledged, the parties agree as follows: I. Assignment. Borrower absolutely and unconditionally assigns, transfers, sets over and conveys to Lender the following, absolutely and not as additional security: t'204812.3 20050707001641.: : (a) Leases and Other Agreements. All existing and future written and oral leases, subleases, tenancies, subtenancies, licenses, contracts, contract rights, and occupancy and all other agreements, whether or not in writing, affecting the use, enjoyment or occupancy of the Property, now or hereafter made, whether before or after the filing by Or against Borrower of any petition for relief under II U.S.C. § 101 el seq., as the same may be amended from time to time (the "Bankruptcy Code''), together with any extension, renewal or replacement of the same (collectively the "Leases"); this Assignment of all such present and future leases and present and future agreements being effective without further or supplemental assignment. (b) Rents. All rents, additional rents, revenues, payments (including payments in connection with the exercise of any purchase option or termination rights), income, issues and profits (including all oil and gas or other mineral royalties and bonuses), deposits, accounts and other benefits arising from the Leases or otherwise from the use, enjoyment and occupancy of the Property and any cash or security deposited in connection therewith, whether paid or accruing before or after the filing by or against Borrower of any petition for relief under the Bankruptcy Code (collectively, the "Rents"). (c) Bankruptcy Claims. All claims and rights to the payment of damages and other claims arising from any rejection by a lessee of any Lease under the Bankruptcy Code (the "Bankruptcy Claims''). (d) Lease Guaranties. All claims and rights under any and all lease guaranties, letters of credit and any other credit support (individually, a "Lease Guaranty", and collectively, the "Lease Guaranties") given to Borrower by any guarantor in connection with any of the Leases (individually, a "Lease Guarantor", and collectively, the "Lease Guarantors"). (e) Proceeds. All proceeds from any sale or other disposition of the Leases, the Rents, the Lease Guaranties and the Bankruptcy Claims. (I) Other Rights of Lessor. All rights, powers, privileges, options and other benefits of Borrower as lessor under the Leases and beneficiary under the Lease Guaranties, including without limitation the immediate and continuing right to make claim for, receive, collect and apply all Rents payable or receivable under the Leases and all sums payable under the Lease Guaranties or pursuant thereto (and to apply the same to the payment of the Debt), and to do all other things which Borrower or any lessor is or may become entitled to do under the Leases or the Lease Guaranties. (g) Entry and Possession. The right, at Lender's option, upon revocation of the license granted herein, to enter upon the Property in person, by agent or by court-appointed receiver, to collect the Rents and enforce the Leases. (h) Power of Attornev. Borrower's irrevocable power of attorney, coupled with an interest, to take any and all of the actions set forth in this Assignment and any or all other actions designated by Lender for the proper management and preservation of the Property. 1204812.3 2 20050707001641 .::".:' (il Other Rights and Agreements. Any and all other rights of Borrower in and to the items set forth in subsections (a) through (h) above, and all amendments, modifications, replacements, renewals, extensions, supplements, restatements and substitutions thereof. 2. Debt. This Assignment secures payment of all indebtedness, liabilities and other obligations of Borrower to Lender, direct or indirect, absolute or contingent due or to become due, now existing or hereafter incurred, including (a) the payment of the indebtedness and obligations evidenced by or arising under the Loan Documents, (b) the payment of interest, default interest, late charges and other sums, as provided in the Note, the Security Instrument, or any other Loan Document; (e) Prepayment Consideration (as such term is defined in the Note), (d) the payment of all other monies agreed Or provided to be paid in the Loan Documents; (e) the payment of all sums advanced pursuant to the Security Instrument or any other Loan Document to protect and preserve the Property and the lien and the security interest created by the Security Instrument or otherwise, including future advances made by Lender to or for the benefit of Borrower from time to time under the Note Or the other Loan Documents and whether or not such advances are obligatory or are made at the option of Lender, or otherwise, made for any purpose, and all interest accruing thereon, (I) the payment of aU loans, debts, and advances by Lender, all liabilities, indemnities, damages and claims of any kind or nature (in contract, tort or otherwise), and costs and expenses (including attorneys' fees) incurred by Lender in connection with the Loan or any part thereof, or the servicing or administration thereof or the enforcement of Lender's remedies in the collection thereof any renewal, extension, modification, consolidation, change, substitution, replacement, restatement or increase of the Loan or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Borrower or Lender and whether or not evidenced by additional promissory notes or other instruments, (g) the performance of aU other obligations of Borrower contained in the Security Instrument, (h) the performance of each obligation of Borrower contained in the Note in addition to the payment of the Loan and of Borrower contained in any Loan Document, (i) the performance of each obligation of Borrower contained in any renewal, extension, modification, consolidation, change, substitution, replacement for, restatement or increase of all Or any part of the Note, the Security Instrument or any other Loan Document, (j) aU claims of Lender with respect to aU proceeds, product, offspring, rents and profits of the Property that constitute cash collateral under Section 363 of the United States Bankruptcy Code, as amended from time to time, and (k) any sums advanced to Borrower in its capacity as debtor or debtor-in-possession, or to Borrower's bankruptcy trustee, after the commencement of any Bankruptcy Proceeding, or to any receiver in any receivership proceeding affecting Borrower or the Property (all of the above are hereinafter collectively the "Debt," which term shall also include any part or portion thereof). Nothing herein shall be construed to obligate Lender to make any renewals or additional loans or advances, including, without limitation, increasing the amount of the Note as referred to herein. 3. Term. This Assignment shall remain in effect until the Debt and all other obligations evidenced by the Note or advanced under the Loan Documents are paid in full, or this Assignment is voluntarily released by Lender. Upon payment in full of the Debt and the delivery and recording of a satisfaction or discharge of Security Instrument duly executed by Lender, this Assignment shall become null and void and shall be of no further force and effect. 1204812.} 3 20050707001641 :: .. : .. 4. Events of Default. The occurrence of any of the following shall constitute an "Event of Default" under this Assignment: (a) the failure of Borrower to perform or to observe any agreement, covenant, or condition required under this Assignment, which failure is not cured within ten (10) days after written notice from Lender to Borrower (provided that Borrower shall not be entitled to a cure period hereunder if such breach or default is not capable of being cured as determined by Lender); (b) the breach by Borrower of any representation or warranty given or made hereunder by Borrower or in any writing furnished or to be furnished by Borrower under this Assignment; or (c) the occurrence of an Event of Default under any of the Loan Documents which has continued beyond any applicable cure period therefor. 5. License to Borrower Prior to Default. Notwithstanding that this Assignment is an absolute assignment of the Leases and Rents and not merely the collateral assignment of, or the grant of a lien or security interest in the Leases and Rents, Lender hereby grants to Borrower an exclusive license revocable upon occurrence of an Event of Default to possess, use and enjoy the Propeny and to collect and retain the Rents of and from the Property, unless and until an Event of Default occurs. Even prior to the occurrence of an Event of Default, no Rents or other payment in excess of one month in advance shall be collected or accepted by Borrower without the prior written consent of Lender. 6. Lender's Remedies Upon Default. Upon the occurrence of an Event of Default, Borrower's license to collect and retain the Rents under Section 5 above shall immediately terminate. Lender will have the right at its option to enforce and to exercise any or aU of its rights under this Assignment or otherwise, but Borrower expressly agrees that Lender's exercise of any rights hereunder or Lender's affirmative act to collect the Rents or other income or to acquire possession of the Leased Property shall not be a prerequisite or precondition to the full enforceability of Lender's rights hereunder. . 6.1 In such event, and upon Lender's election, Borrower shall deliver to Lender all of the original Leases, and all modifications, extensions, renewals, amendments, and other agreements relating thereto and to the Property. Any oral Leases shall be described in a writing delivered by Borrower to Lender. 6.2 Lender, at its option, and without any notice whatsoever to Borrower, shall have the right and is hereby authorized to: (a) take possession and control of the Property; (b) manage and operate the Property; (c) preserve and maintain the Property; (d) make repairs and improvements to the Property which Lender at its sole discretion deems necessary; (el collect all Rents from the Property; (t) eject tenants or repossess personal property, as provided by law, for breaches of the conditions of the Leases; (g) in the name of either Borrower or Lender enter into real or personal property leases, subleases or tenancy agreements, or other contracts or agreements, with such third parties as Lender may at its sole discretion select, and upon such terms and conditions as Lender in its sole discretion may determine; (h) sue for unpaid rents, payments or proceeds in the name of Borrower or Lender; (i) maintain actions for possession of property or for rent; (j) compromise or give acquinance for rents, payments or proceeds that may become due; (k) maintain suits on contracts and agreements; (I) delegate any and all rights and powers given to Lender by this Assignment; (m) have a receiver appointed; and (n) use such measures, legal or equitable, as in its sole discretion may carry out and effectuate the provisions of this Assignmcnt. All such actions shall be taken at the expense of 1204812.3 4 20050707001641·.··· the Borrower, who agrees to reimburse Lender for all amounts expended, together with interest thereon from the date of expenditure at the Default Rate stated in the Note, upon demand. 7. Appointment. Borrower irrevocably appoints Lender its true and lawful attorney-in-fact, which appointment is coupled with an interest, to execute any or all of the rights or powers described in this Assignment, with the same force and effect as if executed by the Borrower, and Borrower ratifies and confirms any and all acts done or omitted to be done by Lender, its agents, servants, employees or attorneys under the authority of such power of attorney. 8. Instructions to Lessees. This Assignment constitutes an irrevocable direction to and full authority from Borrower to any lessee, tenant, subtenant, occupant of premises, or other contracting party to pay directly to Lender, upon Lender's request, all Rents and other amounts which may be or become due to Borrower. No proof of the occurrence of an Event of Default shall be required. Any lessee, tenant, subtenant or other contracting party is hereby irrevocably authorized by Borrower to rely upon and comply with any notice or demand by the Lender for the payment to the Lender of any rental or other amounts which may be or become due under its Lease, or for the performance of any obligations under such Lease. Borrower irrevocably agrees that the lessee, tenant, subtenant, or other contracting party following such instructions from Lender shall not be liable to Borrower or any person claiming under Borrower, for making any payment or rendering any perfonnance to Lender. The lessee, tenant, subtenant or other party to any Lease shall have no obligation or right to inquire whether any Event of Default has actually occurred or is then existing. By its execution ofthis Assignment, Borrower irrevocably makes and delivers the aforementioned instructions. 9. Application of Income. The Rents, payments, proceeds and income collected by Lender may be applied as follows, in whatever order Lender in its sgle discretion may detennine: (a) To the payment ofthe operating expenses of the Property, including costs of management (which shall include reasonable compensation to the Lender and its agent or agents, if management be delegated to an agent or agents); improvements, alterations, replacements and repairs to the Property; placing the Property in such condition as will, in the judgment of Lender, make it readily rentable; premiums on fire, flood, tornado, casualty, liability or other insurance if Lender deems such insurance necessary; and any claims for damages arising out of the ownership or management 0 f the Property. (b) To the payment ofthe actual costs and expenses incurred by Lender in collecting such Rents, payments, proceeds and income, including commissions paid to secure tenants or lessees; reasonable attorneys' fees incurred in recovering the Property or any personal property from any lessee or other contracting party for any cause whatsoever and in the collection of unpaid Rents, payments, income or proceeds; and attorneys' fees incurred by Lender in connection with the enforcement of this Assignment or in protecting Lender or its interest in any of the collateral securing the Loan (including attorney's fees and litigation expenses related to or arising out of any lawsuit or proceeding brought by or against Lender in any court or other forum, including actions or proceedings brought by Or on behalf of Borrower's bankruptcy estate or any gnarantor or indemnitor). 12048123 5 (c) To the payment of taxes, special assessments and insurance premiums which become due and delinquent on the Property; all obligations contained in the Loan Documents; and any liens or encumbrances on the Property or any personal property of Borrower. (d) To the payment ofbiJls for reasonable and necessary repairs and improvements on the Property. (e) To the payment of any and all indebtedness, together with interest, evidenced by the Loan Documents, or any deficiency which may result from any foreclosure sale. 10. Lien on Property. If the Rents, payments, income and proceeds from the 20050707001641: : Property are insufficient to reimburse Lender for any expenses incurred by Lender pursuant to this Assignment, any unpaid disbursements shall be a lien on the Property with priority equal to the lien ofthe Security Instrument. 11. Lender as Agent. Lender is acting solely as agent of Borrower in taking any actions in connection with the Property. Lender assumes no liability in any other capacity. Lender shall not be obligated to perform any obligation or duty, or discharge any liability under any of the Leases under or by reason of this Assignment. 12. Bankruptcy. 12.1 If Lender determines at any time and from time to time that it is necessary or desirable to protect Lender's interest in the Loan and the Property, Lender shall have the right to proceed in its own name or in the name of Borrower in respect of any claim, suit, action or proceeding relating to the rejection of any Lease, including, without limitation, the right to file and prosecute, to the exclusion of Borrower, any proofs of claim, complaints, motions, applications, notices and other documents, in any case in respect of the lessee under such Lease under the Bankruptcy Code. 12.2 If there shall be filed by or against Borrower a petition under the Bankruptcy Code, and Borrower, as lessor under any Lease, shall determine to reject such Lease pursuant to Section 365(a) of the Bankruptcy Code, then Borrower shall give Lender not less than ten (10) days' prior notice of the date on which Borrower shall apply to the bankruptcy court for authority to reject the Lease. Lender shall have the right, but not the obligation, to serve upon Borrower within such ten (10) day period a notice stating that (i) Lender demands that Borrower assume and assign the Lease to Lender pursuant to Section 365 of the Bankruptcy Code, and (ii) Lender covenants to cure or provide adequate assurance of future performance under the Lease. If Lender serves upon Borrower the notice described in the preceding sentence, Borrower shall not seek to reject the Lease and shall comply with the demand provided for in clause (i) of the preceding sentence within thirty (30) days after the notice shall have been given, subject to the performance by Lender ofthe covenant provided for in clause (ii) of the preceding sentence. 1204812.3 6 13. No Liability of Lender; Indemnification of Lender. 13.1 Lender shall not in any way be liable to Borrower for any action or inaction of Lender, its employees or agents with respect to Lender's exercise of the powers granted Lender by this Assignment, including, without limitation, any liability relating to the renting or leasing of the Property after an Event of Default by Borrower, or damage to the Property (unless caused by the willful misconduct or gross negligence of Lender). Borrower expressly waives and releases Lender from all such liability. 20050707001641.':":' 13.2 Lender shall not be responsible for any failure to perform any covenants in any of the Leases, either before or after the exercise of any assignments or remedies contained in this Assignment. Lender shall not be responsible for the condition or operation of the Property or for any damage or harm to the Property or any additions, improvements, or fIxtures to the Property. This Assignment shall not operate to place upon Lender any obligation for the control, care, management or repair of the Property, or for the discovery of or correction of any dangerous or defective condition on the Property, including without limitation any environmental matters described in the separate Environmental Indemnity Agreement, or any negligence in the management, upkeep, repair or control of the Property. Lender also shall not be liable to any person or entity for any accidents or other occurrences occurring on or with respect to any part of the Property, except for any such accidents or other occurrences resulting from the willful misconduct or grossly negligent actions of Lender. 13.3 Borrower shall save, defend, indemnify and hold Lender and its agents, employees, contractors, and managers harmless from and against any and all costs, expenses, liability, damages, claims or assertions that may be incurred by or made against Lender or any such persons or entities arising from or related to the Leases or Rents, or by reason of this Assignment, including without liI)1itation any claims by reason of any alleged obligations and undertakings on Lender's part to perform or discharge any of the terms, covenants or agreements contained in the Leases, or any right to maintain, inspect, manage or otherwise exercise any control or supervision over the Property or the condition thereof, or any claims described in the preceding subsection of this Assignment, except for any claims resulting from the willful misconduct or grossly negligent actions of Lender. Should Lender incur any such liability, loss or damage, Borrower shall on demand pay to Lender any and all cost, expense, liability, or damage arising therefrom plus costs, expenses and attorneys' fees and expenses, with interest from the date the cost or loss is incurred, at the Default Rate stated in the Note, and all of the foregoing shall be secured by this Assignment and by the other Loan Documents. 14. Remedies Cnmnlative. The remedies provided in this Assignment and in the other Loan Documents are cumulative and not mutually exclusive. The remedies can be exercised successively or concurrently, as many times as and whenever the occasion may arise, and the exercise of anyone or more remedies shall not be a waiver of or preclude the exercise of anyone or more remedies at the same or any later time for the same or any later default. 15. Continuing Effect. No judgroent or decree which may be entered on any Debt secured or intended to be secured by the Security Instrument or any other Loan Documents shall lessen the effect of this instrument, but this Assignment shall continue in full effect until the full payment and discharge of (a) the Debt secured by the Security Instrument or any other Loan 1204812.;' 7 20050707001641.: : Documents, and (b) all expenses incurred by Lender relating to the Property. This Assignment shall remain in full effect during the pendency of any foreclosure proceedings under any of the other Loan Documents, both before and after sale, until the issuance of a deed to the foreclosure ale purchaser. 16. Further Assurances; Receivership and Other Proceedings. 16.1 Upon Lender's request, Borrower shall execute any documents or instruments Lender may request, for the purpose nf providing further evidence of this Assignment, to carry out the intent and terms of this Assignment, to evidence other amounts that may become payable from Borrower to Lender as referred to in this Assignment, or to accomplish any other purpose deemed appropriate by Lender. 16.2 Borrower consents and authorizes any court of competent jurisdiction to issue, ex parte and without any notice to Borrower or its counsel (which notice is hereby waived), any orders that may be appropriate, in Lender's sole discretion, to enforce the terms of this Assignment or to grant Lender such powers and authority as Lender may need to enforce this Assignment, including without limitation the appointment of a receiver for the Property. No bond shall be required of Lender. The parties recognize and agree that time will be of the essence in any such proceeding. Such receiver shall be entitled without notice to take possession of and protect the Property, operate the same, collect the Rents therefrom, and otherwise exercise any rights or authority granted to Borrower in this Assignment or any other Loan Documents. Lender's right to the appointment ofa receiver shall continue regardless of the value of the Property as security for the Debt or the solvency of any person or corporation liable for the payment of such amount. Notwithstanding the appointment of any receiver, liquidator or trustee for Borrower, or of any of its property, or of the Property, Lender shall be entitled to retain possession and control of all Property now or hereafter held under this Assignment and any other Loan Documents, including, but not limited to, the Rents. 17. Leasing of Property. 17.1 Borrower represents, warrants and covenants that (a) all the current Leases have been properly executed by fully authorized agents of the parties and are now and shall at all times during the life of this Assignment he valid and enforceable ohligations of Borrower and the other contracting parties; (b) none of the Rents have been collected for more than one (1) month in advance; (c) the premises demised under the Leases have been completed and the tenants under the Leases have accepted the same and have taken possession of the same on a rent-paying basis; (d) any future leases or subleases between Borrower and third parties shall at all times during the life of this Assignment be the valid and enforceable obligations of Borrower and the other contracting parties; (e) Borrower shall not default under nor permit any default to occur under any of the Leases; (f) Borrower shall not knowingly or intentionally permit any occurrence or circumstances to arise which would give any third party any defense to, or counterclaim in, any action or proceeding to enforce rights under the Leases; (g) Borrower shall promptly notify Lender if any party to any ofthe Leases (other than a tenant under a lease for the occupancy of a single-family residential unit) materially defaults or claims a material default under any of the Leases, and send Lender copies of any (or summaries of any oral) relevant communications (other than communications with a tenant under a lease for the occupancy of a single-family 1204812.1 8 20050707001641.u i residential unit); (b) Borrower has not executed or consented to any prior absolute or conditional assignments of any of the Leases or the Rents, and has entered into no modifications or amendments to the Leases except as set forth in the Rent Roll delivered to Lender, and will not (unless otherwise permitted under Section 17.2 hereof) do so throughout the term of this Assignment; (i) other than Leases for all or any part of the Property for residential purposes, for congregate care services or for mini-warehouse storage rentals (except for storage rentals often percent (10%) or more of the rentable square footage of such storage facility) (collectively, "Residential Leases"), true and correct copies of all leases in existence as of the date of this Assignment were delivered to Lender prior to the execution of this Assignment; and G) the Leases will (except when they expire by passage of time or are rightfully and in accordance with this Assignment terminated by Borrower) remain in full force and effect with no disadvantageous change in their terms. 17.2 Without obtaining Lender's prior written approval in each instance, Borrower shall not: (a) enter into, modifY, alter or change in any material respect the terms of any Lease, nor extend, renew, cancel or terminate any Lease, nor enter into any new Lease affecting the Property; (b) consent to any assignment of Or subletting by any tenant under any of the Leases (except in accordance with the terms of such tenant's Lease), provided however, this clause shall not apply to any Residential Lease; (c) alter, modifY, change, cancel or tenninate any Lease Guaranty; (d) cancel, terminate or accept a surrender of any of the Leases, provided however, this clause shall not apply to any Residential Lease; or (e) transfer or permit a transfer ofthe Property or ofany interest therein, even if such a transfer is permitted under the Security Instrument, if such transfer would effect a merger of the estates and rights of, or a termination or diminution of the obligations of, tenants under any of the Leases; or (f) modifY, amend. supplement or replace the standard form of Lease that has been approved in writing by Lender as the standard form for such Property (the "Standard Form Lease") without Lender's prior written consent, which shall not unreasonably be withheld. 17.3 Notwithstanding the foregoing, Lender's approval shall not be required for any Lease demising less than forty percent (40%) of the rentable area of the Property if: 1204812.3 (a) changes thereto; such Lease is written on the Standard Form Lease with no material (b) all of the terms of such Lease equal or exceed the requirements set forth in the then applicable report of minimum acceptable lease terms provided by 9 20050707001641.ii' . Borrower to Lender and approved by Lender in accordance with the terms and provisions of the Security Instrument; (c) such Lease is an arm's length transaction with an unrelated third party tenant; (d) an executed copy of such Lease (other than Residential Leases, unless requested by Lender) shall be furnished to Lender within ten (10) days after its execution; and (e) such Lease provides that, upon Borrower's request, the tenant thereunder shall subordinate such Lease to the Security Instrument and shall agree to attorn to Lender and such subordination and attornment shall be evidenced by a written agreement executed by such tenant in form and substance satisfactory to Lender; Each request by Borrower for Lender's written approval under this Section 17 shall be made in accordance with Section 20 hereof. 18. Legal Challenges. Borrower shall appear for itself (and for Lender, if Lender so requests) in any action or proceeding affecting the Property, the Leases, the Rents or this Assignment, and shall at its own cost vigorously defend title to the Property and the enforceability of the Leases and this Assignment against all legal challenges. Where necessary or where requested by Lender, Borrower shall at its own cost institute any legal actions respecting the same. Borrower shall not challenge, and irrevocably waives any challenge to, the legality or enforceability of this Assignment and all provisions of this Assignment. 19. Set-Off. Upon default by Borrower under this Assignment, Lender (or the holder or owner of any Debt secured by this Assignment) shall immediately have the right, without further notice to Borrower, to set off against the Note and any other debts secured by this Assignment all debts of Lender (or such holder Or owner) to Borrower, whether or not then due. 20. Notices. Any notice required or permitted to be given hereunder must be in writing and given (a) by depositing same in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested; (b) by delivering the same in person to such party; (c) by transmitting a facsimile copy to the correct facsimile number of the intended recipient (with a second copy to be sent to the intended recipient by any other means permitted under this Section 20); or (d) by depositing the same into the custody of a nationally recognized overnight delivery service addressed to the party to be notified. In the event of mailing, notices shall be deemed effective three (3) days after posting; in the event of overnight delivery, notices shall be deemed effective on the next business day following deposit with the delivery service; in the event of personal service or facsimile transmissions, notices shall be deemed effective when delivered. A copy of any notice sent, transmitted or delivered to Lender shall also be delivered to Daniel Flanigan, Esq., Polsinelli Shalton Welte Suelthaus, 700 W. 47th Street, Suite 1000, Kansas City, Missouri 64112, facsimile number: (816) 753-1536. For purposes of notice, the addresses of the parties shall be the same addresses as those identified and set forth in the Security Instrument. From time to time either party may designate another or additional addresses for all purposes of this 1204812.3 10 20050707001641.';;' Assignment by giving the other party no less than ten (10) days advance written notice of such change of address. 21. Miscellaneous. The following provisions are additional terms of this Assignment: 21.1 Lender may take or release other security for the payment of the Debt, may release any party primarily or secondarily liable therefor, and may apply any other security held by it to the reduction or satisfaction of the Debt, without prejudice to any of its rights under this Assignment. 21.2 No waiver by Lender of any default shall operate as a waiver of any other default or of the same default on a future occasion. 21.3 All rights and remedies of Lender are cumulative and may be exercised successively or concurrently, and shall inure to the benefit of Lender's successors and assigns. 21.4 Nothing herein shall be interpreted to make Lender a "mortgagee in possession" in the absence of Lender's taking of actual possession of the Property. Borrower hereby waives any claims against Lender by reason of Lender's exercise of any remedies hereunder. 21.5 All obligations of Borrower shall bind its heirs, executors, administrators, trustees, custodians, successors and assigns. 21.6 In case of any conflict between the terms of this Assignment and the terms of the Security Instrument, the terms of the Security Instrument shall prevail. 21.7 This Assignment, including but not limited to this Section, may only be modified or amended by written documents and no oral amendment, waiver, extension or other modification hereof shall be enforceable, and the parties hereby: (a) expressly agree that it shall not be reasonable for any of them to rely on any alleged, non-written amendment to this Assignment; (b l irrevocably waive any and all right to enforce any alleged, non-written amendment to this Assignment; and (cl expressly agree that it shall be beyond the scope of authority (apparent or otherwise) for any of their respective agents to agree to any non-written modification of this Assignment. 21.8 This Assignment shall be governed by the law of the state where the real property collateral for the Loan is located without regard to the conflicts of law provisions thereof ("Governing State"). 21.9 BORROWER HEREBY CONSENTS TO PERSONAL JURISDICTION IN THE GOVERNING STATE. JURISDICTION AND VENUE OF ANY ACTION BROUGHT TO ENFORCE THIS ASSIGNMENT OR ANY OTHER LOAN DOCUMENT OR ANY ACTION RELATING TO THE LOAN OR THE RELATIONSHIPS CREATED BY OR UNDER THE LOAN DOCUMENTS ("ACTION") SHALL, AT THE ELECTION OF LENDER, BE IN (AND IF ANY ACTION IS ORIGINALLY BROUGHT IN ANOTHER VENUE, THE ACTION SHALL AT THE ELECTION OF LENDER BE TRANSFERRED TO) 1204812.} II 20050707001641.::~ A STATE OR FEDERAL COURT OF APPROPRIATE JURISDICTION LOCATED IN THE GOVERNING STATE. BORROWER HEREBY CONSENTS AND SUBMITS TO THE PERSONAL JURISDICTION OF THE STATE COURTS OF THE GOVERNING STATE AND OF FEDERAL COURTS LOCATED IN THE GOVERNING STATE IN CONNECTION WITH ANY ACTION AND HEREBY WAIVES ANY AND ALL PERSONAL RIGHTS UNDER THE LAWS OF ANY OTHER STATE TO OBJECT TO JURISDICTION WITHIN SUCH ST ATE FOR PURPOSES OF ANY ACTION. Borrower hereby waives and agrees not to assert, as a defense to any Action or a mOlion to transfer venue of any Action, ei) any claim that it is not subject to such jurisdiction, (ii) any claim that any Action may not be brought against it or is not maintainable in those courts or that this Assignment may not be enforced in or by those courts, or that it is exempt or immune from execution, (iii) that the Action is brought in an inconvenient forum, or (iv) that the venue for the Action is in any way improper. 21.10 The captions of the sections of this Assignment are inserted for convenience only and shall not be used in the interpretation or construction of any provisions hereof. 2l.11 If any provision of this Assignment is held invalid or unenforceable, the holding shall affect only the provision in question and all other provisions of this Assignment shall remain in full force and effect. 21.12 This Assignment may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. This Assignment may be executed in several counterparts, each of which counterpart shall be deemed an original instrument and all of which together shall constitute a single Assignment. The failure of any party hereto to execute this Assignment, or any counterpart hereof, shall not relieve the other signatories from their obligations hereunder. 22. Definitions; Rules of Construction. 22.1 Unless the context clearly indicates a contrary intent Or unless otherwise specifically provided herein, words used in this Assignment may be used interchangeably in singnlar or plural form and the word "Borrower" shall mean "individually and collectively, joindy and severally, each Borrower (if more than one) and any subsequent owner or owners of the Property or any part thereof or any interest therein and Borrower in its capacity as debtor-in- possession after the commencement of a proceeding under the United States Bankruptcy Code; "Lender" shall mean "Lender and any subsequent holder of the Note," the word "Note" shall mean "the Note and any other evidence of indebtedness secured by this Security Instrument," the word "person" shall include an individual, corporation, limited liability company, partnership, trust, unincorporated association, government, governmental authority, and any other entity, the word "Property" shall include any portion of the Property and any interest therein, and the phrases "attorneys' fees" and "counsel fees" shall include any and all attorneys', paralegal and law clerk fees and disbursements, including fees and disbursements at the pre-trial, trial and appellate levels incurred or paid by Lender (a) in protecting its interest in the Property, the Leases and the Rents, (b) relating to or arising out of any lawsuit or proceeding brought by or against Lender in any court or other forum (including actions or proceedings brought by or on behalf of Borrower's bankruptcy estate or any guarantor or indemnitor), or (c) in enforcing its 1104812.3 12 20050707001641.:;: . rights under this Assignment. Any capitalized term used herein that is defined in any other Loan Document and not otherwise defined herein shall have the same meaning when used in this Assignment. 22.2 The following rules of construction shall be applicable for all purposes of this Assignment and all documents or instruments supplemental hereto, unless the context otherwise clearly requires: (a) the terms "include," "including" and similar terms shall be construed as if followed by the phrase "without being limited to"; (b) any pronoun used herein shall be deemed to cover all genders, and words importing the singular number shall mean and include the plural number, and vice versa; (c) all captions to the Sections hereof are used for convenience and reference only and in no way define, limit or describe the scope or intent of, or in any way affect, this Security Instrument; (d) the term "or" has, except where otherwise indicated, the inclusive meaning represented by the phrase "andlor"; (e) the words "hereof' "herein" "hereby" "hereunder" and similar , , , , tenns in this Assignment refer to this Assignment as a whole and not to any particular provision or section of this ASSignment; (f) an Event of Default shall "continue" or be "continuing" until such Event of Default has been waived in writing by Lender; (g) no inference in favor of or against any party shall be drawn from the fact that such party has drafted any portion hereof or any other Loan Document; and (h) wherever Lender's judgment, consent, approval or discretion is required under this Assignment for any matter or thing or Lender shall have an option, election, or right of determination or any other power to decide any matter relating to the terms and conditions of this Assignment, including any right to determine that something is satisfactory or not ("Decision Power"), such Decision Power shall be exercised in the sole and absolute discretion of Lender unless otherwise expressly stated to be reasonably exercised. Such Decision Power and each other power granted to Lender upon this Assignment or any other Loan Document may be exercised by Lender or by any authorized agent of Lender (including any servicer andlor attorney-in-fact), and Borrower hereby expressly agrees to recognize the exercise of such Decision Power by such authorized agent. 23. Waiver of Trial by Jury. BORROWER AND LENDER EACH HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD 1204812.) 13 20050707001641.;;~ . TO THIS ASSIGNMENT, THE SECURITY INSTRUMENT, THE NOTE OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER AND LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH RIGHT TO TRIAL BY JURY WOULD OTHERWISE ACCRUE. BORROWER AND LENDER EACH ARE HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY EACH OTHER. 24. Local Law Provisions. In the event of any inconsistencies between the terms and conditions of this Section and any other terms and conditions of this Assignment (other than the terms and conditions of Section 25), the terms and conditions of this Section shall be binding. 24.1 Recitals of Fact. Recital B is modified in the following manner: (a) The sixth and seventh lines are modified by deleting the following therefrom: "gnaranties. indemnity agreements (including environmental indemnity agreements)," (b) The following is inserted at the end of Red tal B: "The term "Loan Documents" shall not include the Environmental Indemnity Agreement or the Key Principal's Guaranty Agreement executed by Borrower, Panfilo Morelli andlor Thomas M. Lindquist on even date herewith." 24.2 ORAL AGREEMENTS. ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY. EXTEND CREDIT. OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW 25. Additional Provisions. In the event of any inconsistencies between the terms and conditions of this Section and any other terms and conditions of this Assignment, the terms and conditions of this Section shall be binding. 25.1 Events of Default. Section 4(a) is hereby modified by adding the following to the end thereof: "provided, however, (i) if Lender determines that such breach or default cannot reasonably be cured within such ten (10) day period, (iil Borrower shall have commenced to cure such default within such ten (10) day period, and (iii) Borrower is thereafter diligently and expeditiously proceeding to cure the same, such ten (10) day period shall be extended for so long as it shall require Borrower in the exercise of due diligence to cure such default, it being agreed that no such extension shall be for a period in excess of thirty (30) days". 1204812.3 25.2 Indemnification. The following is hereby added to the end of Section 13.3: "Notwithstanding anything herein to the contrary, if Lender acquires ownership of the Property through a foreclosure, trustee's sale or deed in lieu offoreclosure, Borrower shall not be liable under this Agreement for any of the foregoing which is attributable to events or activities by any party other than Borrower first occurring after the date on 14 20050707001641.01 which Lender, its nominee, designee Or affiliate or any other person or entity has acquired title to the Property, by foreclosure, trustee's sale, deed-in-lieu offoreclosure or otherwise, as the case may be, provided such event or activity is unrelated to any event or activity which existed prior to the date Lender, its nominee, designee or affiliate or any other person or entity has acquired title to the Property." 25.3 Leasing of Property. The first line of Section 17.1 is hereby modified by (i) inserting "and" between "represents" and "warrants" and (ii) inserting the phrase ", as of the date hereof. H between "warrants" and "and". 25.4 Leasing of Property. The first line of Section 17.2 is hereby amended by inserting the phrase ", said approval not to be unreasonable withheld" between "approval" and "in". 25.5 Leasing of Property. Section 17.2(t) is hereby deleted in its entirety. 25.6 Leasing of Property. The first line of Section 17.3(a) is hereby modified by inserting the phrase ", if applicable," between "Lease" and "with". 25.7. Leasing of Property. Section 17.3 is hereby further modified by adding the following to the end thereof: "Failure of Lender to approve or disapprove a request for any of the foregoing within fifteen (15) business days of receipt of Borrower's request for same shall constitute approval provided that on the face of any such request, Borrower clearly states that Lender's failure to respond in such time period shall be deemed approval thereof." 25.8. Notices. The language of Section 20 is hereby deleted and the following substituted therefore: "Any notice required or permitted to he given hereunder must be in writing and given by depositing same into the custody of a nationally recognized overnight delivery service addressed to the party to be notified. Notices shall be deemed effective on the next business day following deposit with the delivery service. A copy of any notice sent, transmitted or delivered to Lender shall also be delivered to Daniel Flanigan, Esq., Polsinelli Shalton Welte Suelthaus, 700 W. 47th Street, Suite 1000, Kansas City, Missouri 64112, facsimile number: (816) 753-1536. For purposes of notice, the addresses of the parties shall be the same addresses as those identified and set forth in the Security Instrument. From time to time either party may designate another or additional addresses for all purposes of this Assignment by giving the other party no less than ten (10) days advance written notice of such change of address." 25.9 Defnitions; Rules of Construction. The second line of Section 22(t) is hereby modified by deleting the phrase "waved in writing by Landlord" and replacing it with the phrase "cured, to be determined by Lender in its discretion". (THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK) 1204812.3 15 20050707001641.; : IN WITNESS WHEREOF, the parties hereto have executed this Assignment the day and year first above written. Borrower: 1204812.3 RENTON PARTNERS LLC, a Washington limited liability company By: The Morelli Family LLC. a Washington limited liability company. its Managing Member B/J? ...... ~,M~ Panfilo ~lIi, Manager NORTHWEST CO-INVESTMENT NO.6, LLC, liability company .. /1 .-, )-1 / , BY:' / 16 20050707001641.;; ; STATE OF WASHINGTON ) fJ ) ss. COUNTY OF I'IN6J ) THIS IS TO CERTIFY that on JUly~ 2005, before me, a Notary public in and for the State of Washington, duly commissioned and sworn, came Panfilo Morelli, personally known or having presented satisfactory evidence to be the Manager of Morelli Family LLC, a Washington limited liability company, Managing Member of RENTON PARTNERS LLC, a Washington limited liability company, the limited liability company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said company for the uses and purposes therein mentioned, and on oath stated that he/she is authorized to execute the said instrument on behalf of said limited liability company. WITNESS MY HAND and official seal the day and year in this certificate first above nd for the Sta of ~ashington, residing at: t:.-A I CIYI-'" My Commission Expires: 00 /oq los, 1204812.3 17 KIMBERLY LAZURE STATE OF \'{ASHmGTOI' NOT MY -0-PUBLIC . L:Y COL:UISSJO~ WIRES 8-CHj I STATE OF WASHINGTON COUNTY OF kIN try ) ) ss. ) 20050707001641 ,-,-- THIS IS TO CERTIFY that on JUly{; ,2005, before me, a Notary public in and for the State of Washington, duly commissioned an;t;,om, came Thomas M. Lindquist, personally known or having presented satisfactory evidence to be the Managing Member of NORTHWEST CO-INVESTMENT NO.6, LLC, a Washington limited liability company, the limited liability company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said company for the uses and purposes therein mentioned, and on oath stated that he/she is authorized to execute the said instrument on behalf of said limited liability company. WITNESS MY HAND and official seal the day and year in this certificate first above ~ Print Name: ~ NotaJ)' Public in ~n\l for the Sate ashington, residing at: J5t4 .. ih h VI dje :AS Ilbhcl...:.. My Commission Expires: ot;; I 0-"1 105 This Instrument Prepared By: Joseph P_ Langston Polsinelli Shalton Welte Suelthaus 700 West 47th Street, Suite 1000 Kansas City, Missouri 64112 Phone: 816-753-1000 Fax: 816-753-1536 1204812.3 18 KIMBERLY LAZURE ST ATE OF YfASHtNGTO:i NOT AR't -••• PUBLIC 1."1 COI!U1SSIt)It £l(PIRES 8-09-(:5 EXHIBIT "A" (Legal Description) LOT e, BLOCK 5, BURLINGTON NORTHERN INDUSTRIAL PARK RENTON II, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 111 OF PLATS, PAGES 42 THROUGH 44, INCLUSIVE, IN KING COUNTY, WASHINGTON. 1204812.3 1 20050707001641 '-'f 20060313001477. :: When recorded return to: Attn: KC WILSON & ASSOCIATES 23232 Peralta Drive #218 IIIII,!""JII ~", A 37." L una Hills CA 92653 136-2005LDP4 JPMC Please print or type Information 13/13/_ m28 ICING COUNTY, IIA Document Tllle{s) or transaction contained therein): ASSIGNMENT OF ASSIGNMENT OF LEASES AND RENTS REFERENCE NUMBER: 20050707001641 Grantor(s) (Last name fIrSt, then fIrSt name and initials) KEYBANK NATIONAL ASSOCIATION Grantae(s) (Last name flrs~ then first name and initials) WELLS FARGO BANK, N.A., AS TRUSTEE FOR THE REGISTERED HOLDERS OF J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-LDP4 Legal Description (abbreviated: I.e. lot, block, plat or section, township, range, qtr./qtr.) . __ Additional legal is on page .of document. Assessor's Property Tax Parcel/Account Numbers _ property tax 10 is not yet aSSigned _ Additional parcel numbers on page __ of document The AudltorlRecorded wUl rely on the Information provided on the form. The staff will not read the document to v~the accural:}' or conmJeteness of the indexing information. 20060313001477':~-'. This instrument prepared by: KeyBank National Association 911 Main Street, Suite 1500 Kansas City, Missouri 64105 SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE Loan No. 10028125 ASSIGNMENT OF DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (hereinafter the "Assignment") In consideration of the sum ofTen Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, KEYBANK NATIONAL ASSOCIATION, a national banking association, having an address at 911 Main Street, Suite 1500, Kansas City, Missouri 64105 ("Assignor"), does hereby grant, bargain, sell, convey, assign, transfer and set over unto SEE AT!l'ACHED EXHIBIT B FOR ASSIGNEE NI\ME lIND ADDRESS ("Assignee"), without recourse, all of the right, title and interest of Assignor in and to: 1204841.1 1. That certain Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing described on Schedule 1 hereto ("Security Instrument"); 2. The note(s) andlor other agreements evidencing the indebtedness andlor the obligation(s) secured by the Security Instrument; and 3. Any and all other documents and instruments evidencing, securing andlor relating to the indebtedness andlor obligations secured by the Security Instrument. This Assignment is made witbout representation, recourse or warranty by Assignor. 2 IN WITNESS WHEREOF, the Assignor by its duly authorized officers has caused this Assignment to be duly executed, sealed, acknowledged and delivered. Effective as of ~9 / ~ ) 12041141.1 ASSIGNOR: KEYBANK NATIONAL ASSOCIATION, a national banking association BY:~ Name: ----l:l:€EtlO>-i[)},.-fHU.O~.R~RU;IS::.._ ____ _ Title: ElES''''t>lATED '?IGNER 3 STATE OF MISSOURI ) ) SS COUNTY OF JACKSON ) 20060313001477.:: On this /3 ~ay Ofn . I", 2005, before me,appeared Leo D. Harris, to me persona~ who being by me duly sworn, did say . that he is the Designated Signer of KeyBank National Association, a national banking association, and that the said instrument was' signed on behalf of said association by authority of its members, and said Leo D. Harris, acting as the Designated Signer. of said' association, acknowledged said instrument to be the free act and deed of said . association. IN WITNESS WHEREOF, I have hereunto set my hand and affIXed my notarial seal on the day and year last a e written. . ANNAVENE TOMPKINS . NoIOJV Public·NotarY Seal State 01 MIs$OUII JacklOn counly My com/lllSSlOl1 Expires Feb 16. 2008 My Commission expires 2-16-2008 Ann veneT For Said State and County 200603130014n.:::::· SCHEDULE 1 Description of the Security Instrwnent Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing made by Renton Partners LLC, a Washington limited liability company, and Northwest Co- Investment No.6, LLC, a Washington limited liability company, as tenants in common, to KEYBANK NATIONAL ASSOCIATION, a national banking association, recorded on July 7 , 2005, as Document No. IJDNfitfXnf"J? lEt! 0 , in the real estate records for King County, Washington. . 5 1204S4U ." .. ". Exbibit B Assignee Name and Address Loan number: 13620OSLDP4 Property: Smurflt Reeyeling Company Assignee Name: Wells Fargo Bank, N.A., as trustee for the registered holders of J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-LDP4 Assignee Address: Wells Fargo Bank, N.A. CMBS Department 101510tb Avenue SE Minneapolis, MN 55414 20060313001477···:·· WHEN RECORDED RETURN TO: KEYBANK NATIONAL ASSOCIATION ATTN: CAROL BROWNFIELD 20050707001642.;;;; 911 MAIN STREET, SUITE 1500 KANSAS CITY, MO 64105 a«tllll,,1I1 L~ Y1j~7 UCC 211. fie .71.7/2805 13:32 KJNG COUNTY, lolA CHICAGO TITLE INSURANCE COMPANY 1 UCC FINANCING STATEMENT 2 Order Number: 001158615 3 4 REFERENCE NUMBER(s) OF DOCUMENT ASSIGNED OR RELEASED: D Additional reference numbers on page __ of document GRANTOR ( s) , 1 R8NTON PARTNERS LLC 2 3 D Additional names on page of GRANTEE ( s) : 1 KEYBANK NATIONAL ASSOCIATION 2 3 Cl Additional names on page __ of document ABBREVIATED LEGAL DESCRIPTION' Lot-Unit: 8 Block: 5 Volume: III Page: Section: Township: Range: Portion: Plat Name: BURLINGTON NORTH. INDUST. PARK RENTON II 42 44 lIP Complete legal description is on page _7 __ of document ASSESSOR'S PROPERTY TAX PARCEL ACCOUNT NUMBER(s), 125381-0081-06 Additional Tax Accounts are on page __ of document Note: This cover sheet is prepared to conform to the requirements of Chapter 143, Laws of 1996. Nothing on this sheet alters the names, legal description or other information in the attached document The only purpose of this cover sheet is to assist the auditor in indexing the document in conformance with statute. The Recorder wll rely on the information provided on this form. The staff wUl not read the document to verily the accuracy or completeness of the indexing Information provided herein. f King County, WA UCC-I UCC FINANCING STATEMENT FOLLOW INSTRUCTrONS (frGnt and baCk) CAREFUllY A. NAME & PHONe OF CONTACT AT FILeR (Optional) Carol Brownfield 1 (816) 460-2133 B. SENO ACKNOWlEDGMENT TO: (Ham. and Addreul I KeyBank National Association A TIN: Carol Brownfield 91I Main Street, Suite 1500 ~nsas City, MO 64105 20050707001642. ,j,.,. THE ABovE SPACE IS FOR FlUNG OFFICE USE ONLY 1 DEBTOR'S ~CT FUll LEGAl NAME ~ l'nef'\onI"!l!!Ideblor,...,(UIOI' 'tt)-donoc~taleOt()Otl1blMnam61 la. OftGANIZATJON'S NAME •• Renton Partners LLC 1~ INDNiOUAi.:S lAST HAM! FIRST NAME I """OLe ", ... uF'", Ie. L1All.IN'G ADDRESS OIlY STAn; I~SlAl COO< COUNTR'I' 11911 NE 1st Street, Suite B-IOI Bellevue WA 98005 USA 14 TAX 1.0.' SSN Of ElN' ~~INFOAE •. TYPE OF ORGANIZA lION f. JURISDICTION OF ORGANIZATION g. QRGAMZATION,.\lI.D.#, /I atrt ~~GAHlZATIOH imited liability Washington 602509641 o NONE EaT"" company 2 ADDmoNAl DEBTOR S EXACT FUll LEGAl NAMe· klMI1cn1)'adlOCorname(211 or2tJl-donotatJbnMatl Q'"coftinanll'l'Jei 2 •. ORGANtZATION'S NAME OR 2b. I. • 1.AS1NAME FIRST NAME MIDOlE NAME SUFFIX 2C. fMIUNG.ADORESS em' STATE IPOSTAl CuuE CuUNTRY 2d. TAAIOf SSN«EIN ~O'llHf~ r n'PE OF ORGANaAnoN r. JURtSOICTION OF ORGANIZATION fO' ORGAMZAllOHA.t. to ••. is .any JlEBTOR 0 __ 3 seCURED PARTY"S NAME (orNAME of TOTAL ASSIGNEE 01 ASSIGNOR SIP) -n.toft)'9DlMQftCIpe"Y~t3aQl"3b1 ~. ORGNfaATION'S HAME 01\ KeyBank National Association 3b. INDMOUAI.:S t.AST rw.4E FIRST ...... MJDDlENAME ~,~ 3c. MAILING ADDRESS CIlY STA.TE fOllY'" CvunTRY 911 Main Street, Suite 1500 Kansas City MO 64105 USA 4_ This FINANCING STATEMeNT mvers tI'It foDOw;no COIIItIf8I: All Debtor's now owned or hereafter acquired goods, inventorY, equipment, accounts, accounts receivable, contract rights, general intangibles, chattel paper, documents, documents of title, instruments, deposit accounts, letter-of-credit rights, investment property, tort claims (including commercial tort claims), fixtures, and other property including but not limited 10 the property described in the Schedule of Collateral attached hereto and incorporated herein by reference, and all products and proceeds thereof and additions and accessions thereto. ~~ Loan No.: 100281251 PSWS File No.: (025318-102819) FlUNG OFFICE copy NATIONAL ucc FINANCING STATEMENT (FORM UCC1) (REV. 07129198) 20050707001642· .. • UCC FINANCING STATEMENT ADDENDUM FOLLOW 'NSTRUCTIONS (I""" and ba""l CAREFULLY 9. NAME OF FIRST DEBTOR ta o. tb) ON RELATED ANANCING STATEMENT Sa. ORGANIZATION'S NAME OR Renton Partners LLC 9b. INDIVIDUAl"S lAST HN.4E rRSTHAfJlE r1100LE NAME, SUFFIX 10. MISCEI.I.ANEOUS: TtlE ABOVE SPACE IS FOR FlUNG OFFICE USE ONLY 11 AOOITlONAL DEBTOR'S EXACT fUt.LI..EGAL NAME -i'l$MOIIIYllDltIiWnOU'I,,0I11O, OCINtaDOrWriaLlOfCllllltllll,_ - Ii •. ORGANllAflON'S HAtIIE OR l1b. 1fIOIV1OUAL'S LAST NAME 1.c.~IN..,A",,~c~ lId. TAXIQ' SSHorEIN' I~~ r1e, TYPEOf'ORGAHIZAnON '>'~SECU " r o.~ TlOH'S OR I"~' li!C.' ... lNG """"""" 13. ThisFINN4ClNG IfllimbettobecutarDas- ~ COllateral. or is fled as a lEI fiJdurv tIin!J. 14 OexriPlioo of real at.aCe: See attached Exhibit A ... Name and addren of ill RECORD OWNER of above-cfescribed ,..81 e~ate (!f Debito, does not have a record inlefeSt}. FIRSTHAMe MlDOLENAMS SUFFOC em STATE jPOSTAl.COOE COlJtaRY If. JURISDICTION OF ORGANIZATION 19. ORGANIZATlONAL I.D.I.ifar'IY o NONE , """ n~._. ISU"OX le,lY I"'· .... I 16. AdcJllionaf coRatef3i desclrptiOR 17. Check mlf applicable. and ctHIctc: !l!!Y. one blJx. i OelltO(' Is a 0 TI"\I$t or 0 Trustee acUng with rospecl to property held In trtlst Or 0 Oecedenl's Estate 18. Cheek ~ if applicable .and check 2O!x one box. B Debtor is a TRANSMITTING UTILITY FUed fn Connedion with <II Manufactured-Home Transaction -affective 30 yeal"l o Filed in connection with III PubDc·Finance Transaction -effective 30 year$ FlUNG OFFICE COPY -NATIONAL uCC FINANCING STATEMENT ADDENDUM (fORM UCC'AIl) (REV. 07129198) 20050707001642.:: Loan No. 10028125 SCHEDULE OF COLLATERAL RENTON PARTNERS LLC AND NORTHWEST CO-INVESTMENT NO.6, LLC, AS TENANTS IN COMMON, AS DEBTOR, KEYBANK NATIONAL ASSOCIATION. AS SECURED PARTY Debtor does hereby irrevocably deed, mortgage, grant, bargain, sell, alien, enfeoff, hypothecate, remise, release, pledge, assign, warrant, transfer, confinn, convey, and grant to Secured Party a lien on, pledge of, and security interest in, all of Debtor's right, interest, and estate in, to and under the following property, whether now owned or hereafter acquired by Debtor, to the full extent of Debtor's right, title, and interest therein, including hereafter acquired rights, interests, and property, and all products and proceeds and additions and accessions (sometimes collectively referred to herein as the "Property"): (a) Improvements. The buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter erected or located on the real property ("Land") described on Exhibit A attached hereto and made a part hereof (the "Improvements"); (b) Easements and Appurtenances. All easements, rights·of-way or use, rights, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers, air rights and development rights, riparian rights, and all estates, rights, titles, interests, privileges, liberties, servitudes, tenements, hereditaments and appurtenances of any nature whatsoever, in any way now or hereafter belonging, relating or pertaining to the Land and the Improvements and the reversion and reversions, remainder and remainders, including ant homestead or other claim at law or in equity and any after·acquired title, franchises, licenses, and any reversions and remainders thereof, and aU land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Land, to the center line thereof and all the estates, rights, titles, interests, dower and rights of dower, curtesy and rights of curtesy, property, possession, claim and demand whatsoever, both at law and in equity, of Debtor of, in, and to the Land and the Improvements and every part and parcel thereof, with the appurtenances thereto; (e) Fixtures and Tangible Personal Property. All inventory, machinery, furniture, equipment, and fixtures (including all heating, air conditioning, plumbing. lighting, communications and elevator fixtures) and other property of every kind and nature whatsoever located upon the Land or the Improvements or appurtenant thereto or used in connection with the present or future operation or occupancy of the Land or the Improvements, including all materials intended for construction, reconstruction, refurbishment, renovation, alterations, and repairs to the Property (whether stored or located on or off the Property) (aU of the items described in subsections (c) through (k) below are herein sometimes collectively called the "Personal Property"), including the right, title and interest of Debtor in and to any of the Personal Property that may be subject to any security interests, as defined in the Uniform Commercial Code, as adopted and enacted by the slate or states where any ofthe Property is located (the "Uniform Commercial Code") superior in lien to the lien granted to Secured Party, such Personal Property to include, for example, the following: (I) all furniture and furnishings, 12ll4844_2 including carpets, rugs and other floor coverings, draperies, drapery rods and brackets, awnings, window shades, Venetian blinds, curtains, lighting fixtures, desk chairs, stools, pictures, lamps, ash trays, waste baskets, clocks, radios, and all other furniture and furnishings of every kind and nature whatsoever; (2) all cash registers, coin machines, computers, word processing equipment, adding machines, calculators, check protectors, postage meters, desks, chairs, tables, room dividers, filing cabinets, safes, vaults, time clocks, time card machines, and other office furniture, equipment and supplies of every kind and nature whatsoever; (3) all right and interest of the Debtor in and to all equipment leases, personal property leases, conditional sales contracts and similar agreements in and to the telephone system (including the switching components thereof), television sets, computer systems, refrigeratorlbars, and point of sale computer systems andlor inventory control systems; (4) all apparatus, machinery, motors, tools, insurance proceeds, leases, and equipment, including fire sprinklers and alann systems, air conditioning, heating, refrigerating, electronic monitoring, window or structursl cleaning rigs, maintenance equipment, equipment for the extermination or exclusion of vermin or insects, equipment for removal of dust, debris, snow, refuse or garbage, and all other equipment of every kind; (5) elevators, fittings, radiators, gas ranges, mechanical equipment, and all plumbing, heating, lighting, cooking, laundry, ventilating, refrigerating, incinerating, air conditiouing, central energy and sprinkler equipment and fixtures and appurtenances thereto; and (6) all renewals or replacements of any ofthe foregoing, whether or not the same are or shall be attached to the Improvements; (d) Leases and Rents. All Leases and other agreements affecting or relating to the use, enjoyment or occupancy of all or any part of the Land or the Improvements heretofore or hereafter entered into, whether before or after the filing by or against Debtor of any petition for relief under II U.S.C. § 101 !<t@. (the "Bankruptcy Code''), as the same maybe amended from time to time (the "Leases") and all right, title and interest of Debtor, its successors and assigns therein and thereunder, including cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, royalties, licenses, payments (including payments pursuant to the exercise of any purchase option by any tenant under any Lease), fees (including termination fees), revenues, income, receipts, charges, accounts, accounts receivable, issues and profits and other benefits (including all oil and gas or other mineral royalties and bonuses) from the Land or the Improvements whether paid or accruing before or after the filing by or against Debtor of any petition for relief under the Bankruptcy Code (collectively, the "Rents'') and all proceeds from the sale or other disposition ofthe Leases and the right to receive and apply the Rents to the payment of the indebtedness of Debtor to Secured Party; (e) Condenmation Awards. All awards or payments, including interest thereon (collectively, "Condemnation Awards''), which may heretofore and hereafter be made with respect to the Property, whether from the exercise of the right of eminent domain (including any transfer made in lieu of or in anticipation ofthe exercise of such right), or for a change of grade, inverse condemnation or for any other injury to or decrease in the value ofthe Property whether permanent or temporary; (t) Insurance Proceeds. All proceeds of and any unearned premiums on any insurance policies covering the Property, including the right to receive and apply the proceeds of any insurance judgments, or settlements made in lieu thereof, for damage to the Property; 1204844.2 2 : (g) Tax Certiorari. All refunds, rebates or credits in connection with a reduction in real estate taxes and assessments charged against the Property as a result of tax certiorari or any applications or proceedings for reduction; 20050707001642.-:--:·· (h) Miscellaneous Personal Property. All intangible property used in connection with or generated by, located on or at or pertaining to the Property including all general intangibles, payment intangibles, software, goodwill, trademarks, trade names, service marks, logos, copyrights, option rights, purchase contracts, contract rights, or leases of personal property and security deposits received pursuant thereto, utility contracts, service contracts, guaranties, warranties, telephone exchange numbers, licenses, government pennits and applications, approvals and other government rights relating to the Property or the operation of the business thereon; all books and records; deposit accounts, letter-of-credit rights, accounts, contract rights, instruments, chattel paper, investment property, all rights of Debtor for payment of money for property sold, rented or lent, for services rendered, for money lent, or advances or deposits made; all claims, actions, and causes of action (including those arising in tort, including commercial tort claims) of Debtor against others; all agreements, contracts, certificates, instruments (including promissory notes, guaranties, liens and all writings which evidence a right to the payment of money), franchises, permits, licenses, plans, specifications and other documents, now or hereafter entered into, and all rights therein and thereto, respecting or pertaining to the use, occupation, construction, management or operation of the Property or any part thereof or respecting any business or activity conducted on the Property or any part thereof and all right, title and interest of Debtor therein and thereunder, including the right to receive and collect any sums payable to Debtor thereunder; all extensions, improvements, betterments, replacements, renewals, or additions and accessions to any of the foregoing; and any other intangible property of Debtor related to the Property; and (i) Personal Property As Defined In Uniform O>mmercial Code. In addition to any other property mentioned herein, all property in which a security interest may be created pursuant to the Unifonn Commercial Code (or any similar laws) including all goods, inventory, equipment, accounts, accounts receivable, contract rights, general intangibles, chattel paper, documents, documents oftille, instruments, deposit accounts, letter-of-credit rights, investment property, tort claims (including commercial tort claims), and securities located on or generated by or used in connection with the ownership or operation of the Property; (j) Conversion. All proceeds of the conversion, voluntary or involuntary, of any of the foregoing including proceeds of insurance and Condemnation Awards, into cash or liquidation claims; (k) Other Rights. Any and all other rights of Debtor in and to the items set forth in Subsections (a) through (j) above. Unless the context otherwise requires, each use ofthe term ''include,'' "including" and similar terms herein shall be construed as if followed up by the phrase "without being limited to." 1204844.2 3 EXHIBIT "An (Legal Description) LOT 8, BLOCK 5, BURLINGTON NORTHERN INDUSTRIAL PARK REN1'ON II, ACCORDING TO TIlE PLAT THEREOF, R1lCORDED IN VOLUME 111 OF PLATS, PAGES 42 THROUGH 44, INCLUSIVl!, IN KING COUNTY, WASHINGTON, 2005070700164'2 ':"-' 20060313001476.:: UCC FINANCING STATEMENT AMENDMENT r;C WILSON & ASSOCIATES LN:136 -1111111111111111· 20060313001476 B,d KC un.soN UCCII 32._ PllGliH1 OF .. 1 13/13/21-14:28 KING COUNTY, lolA 23232 PERALTA DRIVE, SUITE 218 LAGUNA HILLS, CA 92653 L 7/0712005 ... ASmGNMENT' (faU or partlafl: GMt namttaf assignee in item 7aor 7b and adcireM 01 aMigMe in ieam 7t;; and aIeo g/Y8 I'IIImIl of assignor in iflIm 9. 5. AMENDMENt (PARTY INFORMATION): Thil Amendment affK1I; DeblDt g[ SecURld P3fIy r:l,.eo«1, Ch4ct 0fI1y 5iIQI of tn.M two bttJcEI •• AI&o dMIdc QDI«tt-foJIowIng awe boXes _ plOlllde appropriate WIfofmalion In .... 6 andIbr7. ~KlN n pet-"'" -" . n: -1""'''' 7. 1_ ~.t.Hf7A11nN''''' HAW- WELLS FARGO BANKN.A, AS TRUSTEE' OR 7b. INDMOUAl'S LAST NAME FIRST_E MIDDlE: NAME SUFFIX 7(;. MAIlING ADORESS COY STATE I~ALcooe COONTRY CMBS DEPARTMENT,IIIlS 10TH AVENUE SE MINNEAPOLIS MN 55414 7d. aerlllTRlIQDII I: INFO R£, 17 •• TYPEOFOROANIZATION 7'-JUR~DJCTION OF ORGANIZATION 7g. ORGAHlZATJONAt..O fI, is an, OROAHIZAllOH l DNOHE IlE8fOR 8. AMENDMENT (COL .... TERAl.CHANGE). _ ....... .... Onc::I1be oohIenI 0 dofiMcl or Daddtd, Of fINe .... Of8ltated collaleral dNc:ription, or dNcribo ~ 0 aplgned. ·FOR TIlE REGISTERED HOLDERS OF J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-LDP4 FULL ASSIGNMENT-ASSIGNS ALL COLLATERAL AS LISTED IN ORIGINAL FINANCING STATEMENT DEBTOR IS OWNER OF RECORD 9. NAME Of SECURED PARTY OF RECORD AUTHOR1ZING THS.AMEHOMENT (lIIIIMcfal8(;l'IOI'.lI'this.isanAsslgmlenl). "lhis.aAAfllendment~bya Detltxwl\idt add& cclllltallIII' adctIlhII MIIhc:ririrIt,I 00btIJl. at. Nt is a Tennlnallon auIIorizecI by a~. dUldc IIete ami __ n...ne rJlOEBTOA: auUloriJ:ing INs AmetK:III'Iem. $la. ORGANIZA TlON'S NAME KEYBANK NATIONAL ASSOCIATION OR 9tL INOJV!)UAL'S lAST NAME MlDDLEt.lAME SUFt=1X 1Q.0PTl0JW. F1l.ERREfERENCE DATA DEBTOR: RENTON PARTNERS LLC FILING OFFICE COPY -UCC FINANCING STATEMENT AMENDMENT (FORM UCC3l (REV. OS/22J02l WHEN RECORDED RETURN TO: KEYBANK NATIONAL ASSOCIATION ATI'N: CAROL BROWNFIELD 911 MAIN STREET, SUITE 1500 KANSAS CITY, MO 64105 ® CHICAGO TITLE INSURANCE COMPANY DOCUMENT TITLE(sl 20050707001643,;; 1 UCC FINANCING STATEMENT 2 Order Number: 001158615 3 4 REFERENCE NUMBER(s) OF DOCUMENT ASSIGNED OR RELEASED: 0. Additional reference numbers on page __ of document GRANTOR (s) • 1 NORTHWEST CO-INVESTMENT NO.6, LLC 2 _ ... 3 7f1,!5 . CHIG.~j9..TIJLE I~:S. CO ff'1 D Additional names on page ___ of documentREFIP.1c" l\i.tP:;.:u1{;V GRANTEE ( s) : l'KEYBANK NATIONAL ASSOCIATION 2 3 Cl Additional names on page __ of document ABBREVIATED LEGAL DESCRIPTION: Lot-Unit: 8 Block: 5 Volume: 111 Page: 42-44 Section: Township: Range: Portion: Plat Name: BURLINGTON NORTH. INDUST. PARK RENTON I I I!O Complete legal description is on page _7 __ of document ASSESSOR'S PROPERTY TAX PARCEL ACCOUNT NUMBER(s): 125381-0081-06 Additional Tax Accounts are on page __ of document Note: This cover sheet Is prepared to conform to the requirements of Chapter 143, Laws of 1996. Nothing on this sheet alters the names, legal description or other information in the attached document. The only purpose of this cover sheet is to assist the auditor in indexing the document in conformance with statute. The Recorder will rely on the information provided on this form. The staff will not read the document to verify the accuracy or completeness of the indexing Information provided herein. COVBRlfRDA/041100 King County, W A UCC-I UCC FINANCING STATEMENT FOllOW INSTRUCTIONS (rionI and back) CAREFULLY A. NAME & PHONE OF CONTACT AT FILER (optiOnal} Carol Brownfield 1 (816) 460-2133 8. seND ACKNOWt.EDGMENT TO: (N.m. and Addr.n, I KeyBank Nationai Association ATTN: Carol Brownfield 911 Main Street, Suite 1500 ~ansas City, MO 64105 20050707001643. ,:~',. ( .J THE ABOVE SPACE JS fOR FILING OFfice USE ONLY 1. DEBTOR'S EXACT FULl. LeGAl. NAME r lbl-11D tIOI iII:ItImtalI or COIftIIfI. names OR I No. 6, LLC :" , .... , ~. MOIlLE NALlE IS<JFFIX ". , I"'"' STAle N' \1911 NE 1 st Street, Suite B-1 0 I ~ IWA IOR/lI)~ IUSA 'y. .... ~.'" I'" ~02 5J3 470 1><8TO. liability " ' ON""" 2. ,., 'iZ»' " , ...... OR lb. I r ...... r~,._. S>m''' I""Y STA" ~.'~~ """ .. ,," .I.D ....... pEBTOR r .... vr o NONE 3.S~NAME' , ,"" OR National Association ,-' ,~."-,., :,,",FIX "'.1 "m STA" POST .... 911 Main Street, Suite 1500 v. City MO 64105 USA 4. nus FtNANClHG STATEMENT ~!he foIo'MtIQ cobf8l1l1: All Debtor's now owned or hereafter acquired goods, inventory, equipment, accounts, accounts receivable, contract rights, general intangibles, chattel paper, documents, documents of title, instruments, deposit accounts, letter-of-credit rights, investment property, lort claims (including commercial tort claims), fixtures, and other property including but not limited to the property described in the Schedule of Collateral attached hereto and incorporated herein by reference, and all products and proceeds thereof and additions and accessions thereto. ~ Loan No.: 100281251 PSWS File No.: (025318-102819) FILING OFACE COPY NATIONAL UCC FINANCING STATEMENT (FORM UCC1) (REV. 07129198) UCC FINANCING STATEMENT ADDENDUM .. LLC 13. Thi5 FINANCING STATEMeNT COVCH'S tanbel'1& exct.Kted~. or is tied ZIS alXl IilIlUre Ning. \4 Oe5cfiption Of real e$t3lt: See attached Exhibit A 15. lt4 .. me .. nd ~$ 01 a RECORD OWNER of above-dnetibed leal estale (it Debtor does not Nve iI record Imerest): THE ABOVE SPACE IS fOR FILING OFFICE USE ONLY 17. Chec:k~ if 'pplic~e and cheeIt m one bCIx. Debtor Is 8 0 Trust or 0 TfUI~ •• 4IIctll19 with "'~ to PrQpelty held In INst or 0 Decedent's Estate . 1., ChKk ~ If.ppllc.bl ..... CMUU!:t one box. ~ 0 Debtor is a TRANSMITTING UTILITY I 0 Fled in connecllo1l With a Manufmured-Home Transaction -BffectiVEI 30 years I 0 Flecf In connection willi a PubUc·Fina~ Tti;JnS<1lc60n -offectin 30 )'$<IllS FOJNG OfACE COPY -NATlONAL VCC FINANCING STATEMENT ADDENDUM (FORM UCC1Ad) (REV. 07129198) 20050707001643.:: Loan No. 10028125 SCHEDULE OF COLLATERAL RENTON PARTNERS LLC AND NORTHWEST CO-INVESTMENT NO.6, LLC, AS TENANTS IN COMMON, AS DEBTOR, KEYBANK NATIONAL ASSOCIATION, AS SECURED PARTY Debtor does hereby irrevocably deed, mortgage, grant, bargain, sell, alien, enfeoff, hypothecate, remise, release, pledge, assign, warrant, transfer, confirm, convey, and grant to Secured Party a lien on, pledge of, and security interest in, all of Debtor's right, interest, and estate in, to and under the following property, whether now owned or hereafter acquired by Debtor, to the full extent of Debtor's right, title, and interest therein, including hereafter acquired rights, interests, and property, and all products and proceeds and additions and accessions (sometimes collectively referred to herein as the "Property"): (a) Improvements. The buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter erected or located on the real property ("Land") described on Exhibit A attached hereto and made a part hereof (the "Improvements"); (b) Easements and Appurtenances. AU easements, rights-of-way or use, rights, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers, air rights and development rights, riparian rights, and aU estates, rights, titles, interests, privileges, liberties, servitudes, tenements, hereditaments and appurtenances of any nature whatsoever, in any way now or hereafter belonging, relating or pertaining to the Land and the improvements and the reversion and reversions, remainder and remainders, including any homestead or other claim at law or in equity and any after-acquired title, franchises, licenses, and any reversions and remainders thereof, and all land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Land, to the center line thereof and all the estates, rights, titles, interests, dower and rights of dower, curtesy and rights of curtesy, property, possession, claim and demand whatsoever, both at law and in equity, of Debtor of, in, and to the Land and the improvements and every part and parcel thereof, with the appurtenances thereto; (c) Fixtures and Tangible Personal Property. All inventory, machinery, furniture, equipment, and fixtures (including aU heating, air conditioning, plumbing, lighting, commuuications and elevator fixtures) and other property of every kind and nature whatsoever located upon the Land or the hnprovements or appurtenant thereto or used in connection with the present or future operation or occupancy of the Land or the Improvements, including all materials intended for construction, reconstruction, refurbishment, renovation, alterations, and repairs to the Property (whether stored or located on or off the Property) (all of the items described in subsections (c) through (k) below are herein sometimes collectively called the "Personal Property"), including the right, title and interest of Debtor in and to any ofthe Personal Propeny that may be subject to any security interests, as defined in the Uniform Commercial Code, as adopted and enacted by the state or states where any of the Property is located (the ;'Uniform Commercial Code") superior in lien to the lien granted to Secured Party, such Personal Property to include, for example, the following: (I) all furniture and furnishings, 1204844.2 2005070700164~. ::::.:. including carpets, rugs and other floor coverings, draperies, drapery rods and brackets, awnings, window shades, Venetian blinds, curtains, lighting fixtures, desk chairs, stools, pictures, lamps, ash trays, waste baskets, clocks, radios, and all other furniture and furnishings of every kind and nature whatsoever; (2) all cash registers, coin machines, computers, word processing equipment, adding machines, calculators, check protectors, postage meters, desks, chairs, tables, room dividers, filing cabinets, safes, vaults, time clocks, time card machines, and other office furniture, equipment and supplies of every kind and nature whatsoever; (3) all right and interest of the Debtor in and to all equipment leases, personal property leases, conditional sales contracts and similar agreements in and to the telephone system (including the switching components thereof), television sets, computer systems, refrigeratorlbars, and point of sale computer systems andlor inventory control systems; (4) all apparatus, machinery, motors, tools, insurance proceeds, leases, and equipment, including fire sprinklers and aIarm systems, air conditioning, heating, refrigerating, electronic monitoring, window or structural cleaning rigs, maintenance equipment, equipment for the extennination or exclusion of vennin or insects, equipment for removal of dust, debris, snow, refuse or garbage, and all other equipment of every kind; (5) elevators, fittings, radiators, gas ranges, mechanical equipment, and all plumbing, heating, lighting, cooking, laundry, ventilating, refrigerating, incinerating, air conditioning, central energy and sprinkler equipment and fixtures and appurtenances thereto; and (6) all renewals or replacements of any of the foregoing, whether or not the same are or shall be attached to the hnprovements; (d) Leases and Rents. All Leases and other agreements affecting or relating to the use, enjoyment or occupancy of all or any part of the Land or the hnprovements heretofore or hereafter entered into, whether before or after the filing by or against Debtor of any petition for relief under 11 U.S.C. § 101 et~. (the "Bankruptcy Code''), as the same may be amended from time to time (the "Leases'') and all right, title and interest of Debtor, its successors and assigns therein and thereunder, including cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, royalties, licenses, payments (including payments pursuant to the exercise of any purchase option by any tenant under any Lease), fees (including termination fees), revenues, income, receipts, charges, accounts, accounts receivable, issues and profits and other benefits (including all oil and gas or other mineral royalties and bonuses) from the Land or the hnprovements whether paid or accruing before or after the filing by or against Debtor of any petition for relief under the Bankruptcy Code (collectively, the "Rents'') and all proceeds from the saIe or other disposition ofthe Leases and the right to receive and apply the Rents to the payment of the indebtedness of Debtor to Secured Party; (e) Condemnation Awards. All awards or payments, including interest thereon (collectively, "Condemnation Awards"), which may heretofore and hereafter be made with respect to the Property, whether from the exercise of the right of eminent domain (including any transfer made in lieu of or in anticipation ofthe exercise of such right), or for a change of grade, inverse condemnation or for any other injury to or decrease in the value of the Property whether permanent or temporary; (f) Insurance Proceeds. All proceeds of and any unearned premiums on any insurance policies covering the Property, including the right to receive and apply the proceeds of any insurance judgments, or settlements made in lieu thereof, for damage to the Property; 1204ll44.2 2 I (g) Tax Certiorari. All refunds, rebates or credits in connection with a reduction in real estate taxes and assessments charged against the Property as a result oftax certiorari or any applications or proceedings for reduction; (h) Miscellaneous Personal Property. All intangible property used in cOIUlection with or generated by, located on or at or pertaining to the Property including all general intangibles, payment intangibles, software, goodwill, trademarks, trade names, service marks, logos, copyrights, option rights, purchase contracts, contract rights, or leases of personal property and security deposits received pursuant thereto, utility contracts, service contracts, guaranties, warranties, telephone exchange nwnbers, licenses, government permits and applications, approvals and other government rights relating to the Property or the operation of the business thereon; all books and records; deposit accounts, letter-of-credit rights, accounts, contract rights, instruments, chattel paper, invesbnent property, all rights of Debtor for payment of money for property sold, rented or lent, for services rendered, for money lent, or advances or deposits made; all claims, actions, and causes of action (including those arising in tort, including commercial tort claims) of Debtor against others; all agreements, contracts, certificates, instruments (including promissory notes, guaranties, liens and all writings which evidence a right to the payment of money), franchises, permits, licenses, plans, specifications and other documents, now or hereafter entered into, and all rights therein and thereto, respecting or pertaining to the use, occupation, construction, management or operation of the Property or any part thereof or respecting any business or activity conducted on the Property or any part thereof and all right, title and interest of Debtor therein and t\1ereunder, including the right to receive and collect any sums payable to Debtor thereunder; all extensions, improvements, betterments, replacements, renewals, or additions and accessions to any of the foregoing; and any other intangible property of Debtor related to the Property; and (i) Personal Property As Defined In Uniform Commercial Code. In addition to any other property mentioned herein, all property in which a security interest may be created pursuant to the Uniform Commercial Code (or any similar laws) including all goods, inventory, equipment, aCCowlts. accounts receivable, contract rights, general intangibles, chattel paper, documents, documents of title, instruments, deposit accounts, letter-of-credit rights, investment property, tort claims (including commercial tort claims), and securities located on or generated by or used in connection with the ownership or operation of the Property; (j) Conversion. All proceeds of the conversion, voluntary or involuntary, of any of the foregoing including proceeds of insurance and Condemnation Awards, into cash or liquidation claims; (k) Other Rights. Any and all other rights of Debtor in and to the items set forth in Subsections (a) through (j) above. Unless the context othenvise requires, each use of the term "include," "including" and similar terms herein shall be construed as if followed up by the phrase "without being limited to." 12045442 3 EXHIBIT "A" (Legal Description) LOT 8, IlLOCK 5, BURI.INGTON NORTHERN INDUSTRIAL PARK RENTON II, A=RDING TO TIlE PLAT THEREOF, RECORDED IN VOLUME 111 OF PLATS, PAGES 42 THROUGH 44, INCLUSIVE, IN KING C!JUIITI, WASHINGTON. 200507070016L't .: ... 1 I I 20060313001475.~~ UCC FINANCING STATEMENT AMENDMENT 470-: r;C WILSON & ASSOCIATES LN:136 13232 PERALTA DRIVE, SUITE 218 LAGUNA IDLLS, CA 92653 KC IIILSON UCCII 32 .. PAGUel OF eel . H~3~m 14:28 Y, lolA L -4. ASSIGNMENT (faH or padI"': allM name of assignee in ilIIrn 7a Of 7b.anc:l add""MoI auign .. in. item 7e; aoo allo $It... name otMlliQtlOl' in item!l 5. AMENOMaJT (pARTY lNf'ORMA.TlON); Thil Amendment affect.. Debtor Q[ Sec:uted Pattv of fOCCId. Che!;k only S2DI 01 thMe two b0:M. AM ~er4r: IIIfI: 011l1li rallawinf lIIfee1loXa IIld provide a~ infomtdon in iIIIIma 6 andIor 7. 7 atANGED (NEW) OR AOOEO INFORMATION' }_ nARANI1ATION'!'I; NAMF WELLS FARGO BANK N.A, AS TRUSTEE" OR 70. tNDMOUAL'S LASTNflME RRSTNANE MIDDlE N'AME leo t.WL1NQ: ADDRESS C/fY STATE I ~STAl CODE CMBS DEPARTMENT, 1015 10TH AVENUE SE MINNEAPOLIS MN 55414 7d. SEgIIW'RtJcnotI$ I:L INFO RE, 17e.TYPE OF ORGAHZATJON 71. JURISDICTIONOF ORGANIZATION 7V· ORGANtZATIONALIO_, iran)' =-,11ON, 8. MoENDMENT (COLLATERAL CHANGE). chKk onr:lillll box. DeecI'iM coIPIftII 0 ..... CII D.wed, Of IiJiW .nf .. D ..... ~ d."ripIion. or ~ CCI/IaIeQl OassiQned. SUFFIX COUNTRY nNOOE ·FOR THE REGISTERED HOLDERS OF J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES lOO5-LDP4 FULL ASSIGNMENT-ASSIGNS ALL COLLATERAL AS LISTED IN ORIGINAL FINANCING STATEMENT DEBTOR IS OWNER OF RECORD 9. NAME Of SECURED PARTY oF RECOR~ AUTHORIZING 1lIS NlE.Nca.ENr (name 01 auIgAor, '1hI5i5an~ 1f1hi&isaA~auhlcizedbraCebkWwhich .... coMNrIII or ... the aulborlZing OetItat, Of Ilhia r. a TIIIIminaIon ~ by ,. ~. dY..:k..... arlit ~ nama of OEBTOR authorizing"" Amendmod. OR KEYBANK NATIONAL ASSOCIATION Ib.INDMOUAL'S lAST NAME 10.0Pn0NAI. FILER ReFERENCE DATA FlRSTNANE DEBTOR: NORTHWEST CO-INVESTMENT NO.6, LLC FlUNG OFFICE COPY -UCC FINANCING STATEMENT AMENDMENT (FORM UCC3l (REV. 05122102\ MlOOlENAME TABLE OF CONTENTS 1.0 INTRODUCTION/GENERAL INFORMATION EXIflBITS EXHIBIT A DETENTION SIZING CALCULATIONS DATED APRIL 27. 2009 EXHIBIT B DETENTION AND WATER QUALITY SIZING COMPARISONS EXHIBITC TECHNICAL INFORMATION REPORT FOR THE EXISTING SITE DATED JUNE 26. 1995 131 82.007.doc 1.0 INTRODUCTION/GENERAL INFORMATION 1.0 INTRODUCTION/GENERAL INFORMATION The existing Smurfit Materials Recovery Facility Site is approximately 4.8 acres in size. There is approximately 4.08 acres of impervious surface on the site under existing conditions. With the proposal for this development that amount of impervious surface will not change. The proposal for this development is to remove the existing water quality and detention facilities both considered impervious surface and apply asphalt over a portion of those facilities and construct two separate building additions in two separate phases of development. The existing conveyance system will be modified slightly to route runoff into a new wetJdetention vault located in the southwest corner of the project site. The site will utilize the same outfall pipe from the site as it does under existing conditions and discharge to Springbrook Creek with very little change in flow rates coming off the project site under proposed conditions. The same criteria for the detention sizing for this proposed site was utilized with this new development and all those criteria are documented in the Technical Information Report dated June 26, 1995 attached in the Exhibits section of this report. A pre-developed and post-developed hydrograph was determined for both existing as well as the proposed site to determine if the site conditions could be matched with the new model being used to size the facilities. The same methodology was used, which is the Santa Barbara Urban Hydrograph (SBUH) methodology; however, due to modeling differences, both pre-developed and post-developed flow rates were slightly higher with the new model but not by an appreciable amount though. However, for purposes of sizing the flow control facility for this development the peak release rates were matched with previously prepared calculations so that discharge from the project site will not be any different under proposed conditions as they were under existing conditions. In addition, for the water quality portion of this development, the wet pond volume required in 1995 was 6,970 cubic feet; however, with this 2009 vault modification the wet pond volume provided in the wet vault is 17,280 cubic feet, which is over twice as large as what is provided in the water quality ponds under existing conditions. Please refer to the calculations on the following pages of this report which can be compared with the Technical Information Reported dated June 26, 1995 for a complete description of how the proposed water quality and detention facilities were sized for this development. 13182.007 .doc EXHIBITS EXHIBIT A DETENTION SIZING CALCULATIONS DATED APRIL 27, 2009 Appended on: 10:14:45 Monday, April 27, 2009 13182pre Event Summary r Event IPeak Q (cfs) IPeak T (hrs) IHyd Vol (acft) IArea (ac) IMethod IRaintype 16 month io:T2'Oj-i9.67 I 0.1411 14.8000 I SBUH ITYPEIA I 2 year I 0.3778 I 9.00 I 0.3396 I 4.8000 I SBUH ITYPEIA !IOyearl 0.7956 1 8 .67 I 0.6308 I 4.8000 I SBUH ITYPEIA 125 year I 1.0511 I 8.67 I 0.8040 I 4.8000 I SBUH ITYPEIA 1100 year I , I I I SBUH ITYPEIA 1.3159 I 8.67 0.9824 4.8000 , Record Id: 13182pre !D;sig~M~th-od-----1 SBUH IRainfall type I TYPEIA IHyd Intv I 10.00 min !Peaking Factor I 484.00 I ! lAbs traction Coeff I 0.20 IPervious Area I 4.80 ac !DCIA I 0.00 ac iPervious c-N---.---cl--S-6.-0-o--;[D-c--c--N---------.------1--O~-- r-lp-er-v-io-u-s-T-C-----------I--so:53 -;;-i~--I-D-·C--T-C-··---··------~I-O-.O-O-m-in--I rr--==-==--==:',::--~:·=c:·· -Pervious CN Calc II Description I SubArea I Sub cn 1---Golf crse/cemeteries/landscaping (>75% grass) I 4.80 ac I 86.00 I Pervious Composited CN (AMC 2) I 86.00 Pervious TC Calc I Type! Description I Length I Slope I Ir-F-ix-ed--'I~---'------cl----'---------'----------'----r------' ,-----'---------'---------·------------r-------I Pervious TC Coeff I Misc I TT 180.53 min j 80.53 min I , j ~_ ===c:.=:=::c __ ==:-:~==~_=~==_.-. '--:. C.C -=. :=.:.= .= .. = ____ =. =.-=_.== .. = .. :=_= ____ .:.::_.-.. _______ -'--___ =-==-=J I Licensed to: Barghausen Engineers Appended on; 10;15;08 Monday, April 27, 2009 13182dev Event Summary 16 month I 1.1637 8.00 r-O~3927-~1 4.8000 I SBUH ITYPEIA- I 2 year r-I -1-.9-7-78-;---8-.0-0-0.6688 14.8000 I SBUH ITYPEIA, 110 year I 2.9985 '--8-.0-0--'-1-.0-2-09--14.8000--1 SBUH ITYPEIA 125 year I 3.5650 8.00 1.2180 I 4.8000 I SBUH ITYPEIA i100 year I 4.1308 8.00 1.4156 i 4.8000 I SBUH ITYPEIA Record Id: 13182dev IDesign Method SBUH IRainfall type TYPEIA IHyd Intv 10.00 min IPeaking Factor 484.00 [Abstraction Coeff 0.20 IPervious Area 0.72 ac IDCI.,\ 4.08 ac ,-------------_ .. , -,--,.. "" -~----------"-"------.,-------r -----... __ .M ___ -----------"-""---,-- Pervious CN . 90.00 iDC CN 98.00 , ---"""-~ ------------, ~ -------.... _,------------------"",-"""'"-'"---------- :Pervious TC , 6.00 min IDCTC I 6.00 min I II -'" """'-,---~~ -~ -~ _. - Pervious CN Calc I I - I Description SubArea Sub en 1 Open spaces, lawns,parks (>75% grass) I 0.72 ac I 90.00 I Pervious Compo sited CN (AMC 2) I 90.00 -- I ~- Pervious TC Calc 1 Type I Description I Length ISlope I Coeff I Mise I TT ,IFixed [ 1 16.00 min II Pervious TC I 6.00 min I Directly Connected CN Calc I Description I SubArea I Sub en I Impervious surfaces (pavements, roofs, etc) I 4.08 ac I 98.00 ;1 DC Composited CN (AMC 2) I 98.00 I _. 1'--.----, -". ,,-,---""-'""""" --.-,,--,,--"-,,--- ,I Directly Connected TC Calc II Type I Description I Length i Slope I Coeff I Misc I TT I IIFIxed I _ 16.00mm II I Directly Connected TC 6.00~1 Licensed to: Barghausen Engineers Appended on: 10:13:12 Monday, April 27, 2009 LPOOLCOMPUTE [pond) SUMMARY using Puis Start oflive storage: 10.0000 ft 1E~~nt IMatch Q (cfs) IPeak Q (cis)IPeak Stg (ft) 1 Vol (cf) IVol (acft) ITime to EmptY 1-2-ye;;:T-O~1889--T-0.IS05 114.1965 [18l29~1 0.4162 1 95.S3 1l0~~;:--I--O~7956--··10.5S27 I 14.9238 121270.811 0.4883 1 25.67 1100 year 1 1.3159 1 1.2599 1 15.4469 123530.7810.5402 1 25.83 '" " .£;; 1 ~ o iL o 0 '" "-<> '" ~ '" 0 ~ N . . __ L __ ' ___ L __ ~ __ L_ "-~ '" .... 0 '" "-0 '" '" 0 ro OJ '" '" oi " '" '" <D "-.,; 2 year Hydrograph Plot : __ : ___ : ___ : ___ : __ ~ __ ~ ___ : __ .E __ J __ .). _ ~ __ ~ __ ~ .~~~~~~ 0 "' "-0 ., "-M "-0 '" "-0 '" e-o "1 "1 ...., 0 "! ~ "! ~ "1 "1 ~ 0 "! ~ "1 m 0 ;:: '" '" ., e-ro m 0 N '" N co " ~ ~ ~ ~ ~ ~ ~ N N N N N Time in Hours 10 year Hydrograph Plot .... '" 'r' 1;l1l\2d~v .' .. ' .. ' , ., ." W-.ta~arw . , , 'F " ., , F , , 1 , I , I , I , I I I I I , , - - r --.-- -E---,---,---, - -,--1 - -1 - - T - -r - - r - -E-- -L---,---,---, - -., -- , , , , , , , , , , , 'I ,,' I I I , , <> '" .... <> '" .... 0 '" "-0 '" .... 0 '" .... 0 '" .... 0 0 '" OJ '" "1 0 '" ~ '" "1 ...., 0 "! ~ '" "1 ...., 0 0 0 ~ N co " '" '" '" "-'" m 0 <> ~ N '" " '" ~ ~ ~ -~ N N N N N N N Time in Hours 100 year Hydrograph Plot 4 I , , , , E ! , , -I!! 3 -or -:---~~. >-:. -'-~-~----:--~te$·~-=~ " .,.. ·'·+'--'--"'--"--T--'--~ -,----',._,-- I , I , , , , , , , , , , " I , " I , " , .~ 2 ~ .Q --:---'---;.--~ ~-,- u. 1 o· ~ 0 ~ ~ 0 ~ ~ 0 ~ ~ 0 ~ ~ 0 ~ ~ 0 ~ ~ 0 ~ ~ 0 ~ ~ 0 M ~ 0 ~ ~~~~q~~~~~q~~~~~q~~~~~q~~~~~q~ O~N~¢~~~~oo~mO~N~~v~w~rommo~NM¢v ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ N N N N N N Time in Hours Running P:\\l3000s\\13182\\engineering\\stormshed\\pond Report.pgm on Monday, April 27, 2009 Summary Report of all Detention Pond Data I Event IPrecip (in) [6~;;;th[l:"2800 12 year 12.0000 110 year 12.9000 125 year 13.4000 1100 year 13.9000 BASLIST2 [13 I 82dev] Using [TYPE1A] As [2 year] [13182dev] Using [TYPE 1 A] As [10 year] [13182dev] Using [TYPE I A] As [100 year] [13182pre] Using [TYPEIA] As [2 year] [13182dev] Using [TYPE IA] As [2 year] [13182pre] Using [TYPElA] As [10 year] [13 I 82dev] Using [TYPE1A] As [10 year] [13182pre] Using [TYPEIA] As [100 year] [13182dev] Using [TYPE I A] As [100 year] LSTEND F I asinID I Event 3182dev I 2 year I II 113 113 I 82dev 110 year I 182devl 100 I PeakQ I PeakT (efs) (hrs) 1.9778 1 8.00 2.9985 I 8.00 4.1308 I 8.00 Peak Vol (ae-~ M th d/L ~ et) (ae) e· 0 oss am pe I 0.6688 I 4.80 I SBUH/SCS ITYPEIA I 1.0209 I 4.80 I SBUH/SCSITYPEIA I 1.4156 I 4.80 I SBUH/SCS ITYPEIA 1-. -'---r- year I iT3T82pre [2 year 10.3778 9.00 [---0.3-:3%---[4. 80 I SBUHlSCS ITYPE1A ----------1----1 113182dev 2year 1.9778 8.00 r 0.6688 ,-4.80fSBUH/SCS !TYPE1A !13l82pre 110 year I 0.7956 8.67 I 113 I 82dev 110 year I 2.9985 8.00 I 113182 re n:1 p year 1.3159 8.67 I 113l82deV I :~~ I 4.1308 8.00 I BAS LIST [TYPEIA) AS [2 year) DETAILED [13182dev] [13182pre] LSTEND Record Id: 13182dev 0.6308 I 4.80 I SBUH/SCS !TYPEIA 1.0209 I 4.80 I SBUH/SCS ITYPEIA 0.9824 t 4.80 I SBUH/SCS ITYPE1A , I 1.4156 I 4.80 I SBUH/SCS ITYPEIA I rDe~ign Method 1--------, ~, .. ------_·_---------------··1------------------ SBUH tRainfali type TYPE1A IH-y-d-I-ntv------! 10_00 min !Peaking Factor 1--484.00 I' ---------rl----IAbstraction Coeff I 0.20 rPervious Area [----,0-.7-2-a-c--rID-C-I-A---------Ir---4-.-08-a-c--1 !Pervious CN I 90.00 IDC CN I 98.00 IPervious TC !i--6-c-.c:-00=-m--,-in--'=ID=-C=T"'C--------'I--=6-=.0-,-0-m-cin--1 III Pervious CN Calc I-----------------De-sc-r-ip-t-io-n---------rl-s-u-b-A-r-e-a -'I -S-u-b-c-n-II i- I -----::O-p-en-sp-a-ce-s,-=I-aw-n-s~,p~ar-ck-s-,C>-7-5-%:-~-as-s)------~7-2-a-c--li-~90-.-00--11 i-I -----=----=:--::P=-e-rv-cio-u-s-':C:-o-m-p-':os-Cit-e-cd-=C=-N-:--(:-A~M--C2)--'--------[-1 -9-0.-0-0-1 r~ Type I Description I Le::,~oui T~~:lc I Coeff I Misc 1'--T-T---1 i ·-------r----------I--.. ··------·--·---·-- IIFixed i 16.00 min li------'-'---------'=P-erv--,-io-u-s =T~C -------.. ---------! 6.00 mi~--- ---""'",." --- • ( -------.-·:c .. ·c·--·-· -.... --Directly Connected CN Calc I Description '-----r 1 SubArea I Sub cn Impervious surfaces (pavements, roofs, etc) I 4.08 ac ! 98.00 DC Composited CN CAMC 2) I 98.00 Directly Connected TC Calc r~~-----~-,-=-=~ =~=-=====;===='f====;====r===;;=====n II Type I Description I Length Slope I Coeff I Mise TT I r~ed= ___ =_~-_-__ '-~~ __ -~_-~_-,~~==---_-?-i~-~~tl~conn~cted T~C---_-__ ~~-_-~_~-... -~~_-.-~~=~-~~-~ =~~==_~=_=-,--:6-.0-~-~-~-:-in--I Record Id: 13182pre IDesign Method I SBUH iRainfali type rHyd Intv I 10.00 min IPeaking Factor 1 I IAbstraction Coeff iPervious Area I 4.80 ac IDCIA IPervious CN I 86.00 IDCCN IPervious TC I 80.53 min IDCTC I Pervious CN Calc I Description I Golf crse/cemeteries/landscaping (>75% grass) If Pervious Compo sited CN (AMC 2) II Pervious TC Calc I~~~p!--~ Description I Length , I I Fixed I , I r-------------~ Pervious TC -----.----.-~ HYDLIST SUMMARY [2 year out] [10 year out] [100 year out] LSTEND I Slope ""--""-'"-- -~ -,-. ---- r - Coeff ._-- ~--- I TYPEIA I 484.00 I 0.20 I 0.00 ac I 0.00 I 0.00 min I SubArea I Sub en I 4.80 ac I 86.00 I 86.00 I Misc I TT 180.53 min -----------,,-.---.-~ I 80.53 min ---J I HydID IPeak Q (cfs) IPeak T (hrs) IPeak Vol (ac-ft) ICont Area (ac) 12 year out 1 110 year out I 1100 year out I STORLIST [vault] LSTEND 0.1805 0.5827 1.2599 Record Id: vault , I I 1 24.00 I 0.6688 I 4.8000 11.l7 1 0.5448 I 4.8000 9.17 1 0.9396 1 4.8000 iDescrip: 'vault ·IIncreme~t[o.lo-ft-1 !start El. 110.0000 ft IMax EL 116.5000 ftl [L~~gthI108.0000 ft IWidth 140.0000 ftl [Catch rwo:oooo-·1 - DISCHLIST [combo] LSTEND Record Id: combo [combo IIncrement 10.10 ft r!14-:-C.2=--=5CC:OOC-:ft:---IMax El. fl6ToOOfi Ipescrip: IStart El. L · [D' h S [Orifices 1St 0 ISC arge tructures: . weir Record Id: orifices iDescrip: lorifices !Increment 10.10 ft !Start El. 110.0000 ftlMax El. 116.5000 ft IOrif Coeff 10.62 ILowest Orif El.IO.OO ILowest Diam 11.8018 in IDist to next I'o-.o-OO-O-ft- I Record ld: weir r~riirweir IIncrement [o.liJfi----- !c.-St_a_rt_E_I.-'-.ll_4_.2_50_0_ft_ c.-IM_a_x_E_l. ____ ! 16. 5000 ft I Length 10.23 ft ICd [il3oo--I'U-s-e -van-c-· a-c-bc-Ie-C-d-b-a-se-d-o-n-h:-e-a-cd-cfo-r-c-a-Ic-sl Licensed to: Barghausen Engineers Appended on: 10:13:44 Monday, April 27, 2009 Record ld: vault ID~;~;:;p~lvault I Increment [0.10 ft I IStart-El:-1I o.oooOfiiMax El. 116.5000 ftc [Length rws.0000 ft IWidth 140.0000 ft [Catch 1100.0000 I Stage Storage Rating Curve r-11O-.-00-0-0-ft I 0.0000 cf 113.3000 ft 114256.0000 cf 110.1000 ftl 432.0000 cf 113.4000 ft114688.0000 cf 110.2000 ft I 864.0000 cf 113.5000 ft115120.0000 cf 110.3000 ft 11296.0000 cf 113.6000 ft 115552.0000 cf flo.4000fil1728.0000 cf 113.7000 ft [ls984.0000cl fIO,so-oo ft 12160.0000 cf 113.8000 fi116416.0000 cf 110.6000fiI2592.0000 cf 113.9000 fi116848.0000 cf! jIO.7000 ft 13024.0000 cf 114.0000 ft [17280.0000 cfi I 10.8000 ft 13456.0000 cf 114.1000 ft 117712.0000 cf I I I ~ I 10.9000 ft 13888.0000 cf 114.2000 ft 118144.0000 cf 11.0000 ft 14320.0000 cf 114.3000 ft 118576.0000 cf 11.1000 ft 14752.0000 cf 114.4000 ft 119008.0000 cf ii-200o-fiI5184.0000 cf 114.5000 ft 119440.0000 cf 11.3000 ft 15616.0000 cf li4~6000 ft119872.0000 cf I 11.4000 ft 16048.0000 cf 114.7000 ft 120304.0000 cf I 11.5000 ft 16480.0000 cf 114.8000 ft 120736.0000 cf [ 11.6000 ft 16912.0000 cf 114.9000 ftl21 168.0000 cf I 11.7000 ft 17344.0000 cf 115.0000 ft 121600.0000 cf 1 I- 11.8000 ft 17776.0000 cf 115.1000 ft 122032.0000 cf jT9()00 fi18208.0000 cf 115.2000 ft 122464.0000 cf F' I- 12.000ofiI8640.0000-Z[[ 15.3000 ft [22896:0000 cf 12~i()oo ft 19072.0000 cf 115.4000 fi[23328.0000 cf I 1 12.2000 ft 19504.0000 cf 115.5000 ft ~3760.0000 cf 12.3000 ft 19936.0000 cf 115.6000 ft 124192.0000 cf 1-I [l5To 1_ 1~2.5??0_!l12~800.0~~~~~115.800~ ft 125056.0000 cfl - 12.4000 ft 10368.0000 cf 15.7000 ft 24624.0000 cf [12.6000fiiI1232.0000 cf115.9000 ft 125488.0000 cf 112.7000 ft 111664.0000 cf116.0000 ft 125920.0000 ~f [li:SoOOft 11W96.0000~f li'6:i 00o-fi-1263 52. 0000 cf fii:9000 ft 112528.0000 cf [16.2000 -ft~(i7il4.000(i~f ~3.0000ft r12%o'-0000ci~3000-ft rz-nl6.OOoOcl [l:UOOOftI13392.0000 cf 1 16.4000 ft 127648.0000 cf 113.2000 ft 113824.0000 cf116.5000 ft 128080.0000 cf 1 116.5000 ft 128080.0000 cf Licensed to: Barghausen Engineers Appended on; 10;14:17 Monday, April 27, 2009 Record Id: combo iDesc~ip:--r';;mbo IIncrement 10.lo-fi-··1 I -.. · .. ······--~---··-r·---.. -·-· , ...... _ ..... . Start El. 114.2500 ft IMax El. 116.5000 ft List of Discharge ~-truc-tu-res: '[OrifiCes ._-. __ .... - wen Record Id: orifices IDescrip: lorifices IIncrement 10.1 0 ft Istart El. 110.0000 ft IMax El. 116.5000 ft IOrifCoeff 10.62 ILowest OrifEI.IO.oo ILowest Diam 11.8018 in iDistt;;-;;-~~t 10.0000 ft Record Id: weir [Descrip: Iweir I Increment 10.10 ft I IStart E1.114.2500 ft ~x El. 116.5000 ft ~.jl ILength 10.23 ft -- !Cd 13.1300 .Iuse variable Cd ba~ed_~n_~~~..!~r_~~I~; 1-·-Stage Discharge Rating Curve 110.0000 ft 10.0000 cfs 113.3000 ft 10.1600 cfs 110.1000 ft 10.0279 cfs 113.4000 ft 10.1624 cfs 110.2000 ft 10.0394 cfs 113.5000 ft 10.1648 cfs 110.3000 ftlo.0483 cfs 113.6000 ft10.1671 cfs, 110.4000 ft 10.0557 cfs 113.7000 ft 10.1695 cfs 110.5000 ft 10.0623 cfs [13,8000·fiI0.1717 cfs 110.6000 ft 10.0682 cfs ~3.9000fi·[Q.i740cls 110.7000 ft 10.0737 cfs 114.0000 ft 10.1762 cfs 110.8000 ft 10.0788~fs 114.1000 ft 10.1784 cf;i fio-:9000fi10.0836 cfs 114.2000 ft [D.1805cls j i 111.oo~O ft 10.0881 cfs 114.3000 ft 10.1909 cfs 111.1000 ft 10.0924 cfs 114.4000 ft 10.2239 cfs' 111.2000 ft 10.0965 cfs 114.500o-fi 10.0000 efs ·-------1'--'1-, .. ,----- [11.3000 ft 0.1004 efs 14.6000 ft 10.0000 cfs Ili.4000 ft 10.1042 efs 114.7000 ft 10.0000 cfs 111.5000 ft 10.1079 cfs 114.8000 ft 10.0000 efs) 111.6000 ft 10.1114 cfg 114.9000 ft 10.5329 efs I 111.7000 ft 10.1149 cfs 115.0000 ft 10.7419 cfs i i 11.8000 ft 10.1182 efs 115.loOOft[D.891s"Zfsi 111.9000 ft 10.1214 efs 115.2000 ft 11.0147 cfs I 112.0000 ft10.1246 efs [15.3000 ftr.I221~fs r12.'i'ooo-fi [0.12 77 e[; rls:4ooo'fi 11.218 5 efs fiZ:2000ftfO:Tl~[15ToOOftfl3o68ds 112.3000 ft 10.1336 cfs 115.6000 ft 11.3888 efs 112.4000 ft 10.1365 cfg 115.7000 ft 11.4657 cfs 112.5000 ft 10.1393 cfg 115.8000 ft 11.5383 cfs 112.6000 ft 10.1421 cfs 115.9000 ft 11.6073 cfs I 112.7000 ft 10.1448 efs 116.0000 ft 11.6732 efs I 112.8000 ft 10.1474 efs j16.!Ooofi[l.736Ws 112.9000 fifO. 1500 efs [16.2000 ft 11.7971 efs [lioOO6ft[0.1526 cfs [l6.3000fi11.8558 efs !13.1000 ft 10.1551 cfs 116.4000fi11.9125 efs ! 13 .2000 ft 10.1576 efs 116.5000 ft 11.9674 efs Licensed to: Barghausen Engineers EXHIBITB DETENTION AND WATER QUALITY SIZING COMPARISONS DETENTION AND WATER QUALITY SIZING COMPARISONS Summary of Data Used in Calculations: Soils -Woodinville Silt Loam, Type D, CN = 86 Pre Post-Developed CN -Impervious Grass Precipitation = 2 inches 2.9 inches 3.9 inches = = 98 90 Times of concentration were matched for both sets of calculations. 1995 Detention Volume Required 2009 Detention Volume Provided 1995 Wet Pond Volume Required 2009 Wet Vault Volume Provided = 22,519.2 CF 23,760 CF 6,970 CF 17,280 CF UJ82.007.doc EXHIBIT C TECHNICAL INFORMATION REPORT FOR THE EXISTING SITE DATED JUNE 26, 1995 OUR JOB NO. 5457 JUNE 26, 1995 Prepared By: BARGHAUSEN CONSULTING ENGINEERS, INC. 18215 72ND AVENUE SOUTH KENT, WASHINGTON 98032 (206) 251-6222 t1~6H,qlJ~ ~i C,VIL ENGINEERING, LAND PLANNING, SURVeYING, ...... _/ I' TABLE OF CONTENTS , 1. PROJECT OVERVIEW • A. General Information .................................... 1. TIR Work sheet ................................. . 2. Site Location ................................... . II. PRELIMINARY CONDITION SUMMARY III. OFF SITE ANALYSIS a. Upstream Drainage Analysis b. Downstream Drainage Analysis ............................ . IV. RETENTIONIDETENTION ANALYSIS AND DESIGN a. Existing Site Hydrology ................................. . b. Developed Site Hydrology ................................ . c. Hydraulic Analysis ........................... .... 0 0 0 • • •• do Retentionilletention System .... 0 0 • • • • •••••••• 0 0 • • • • •••••••• V. CONVEYANCE SYSTEM DESIGN AND ANALYSIS VI. SPECIAL REPORT AND STUDY VII. BASIN AND COMMUNITY PLAN AREAS VIIl. OTHER PERMITS IX. EROSION/SEDIMENTATION CONTROL DESIGN X. ADDITIONAL DOCUMENTS a. Bond Quantity Worksheet b. Retention/Detention Facility Summary Sheet and Sketch ....... 0 • 0 •••• Co Declaration of Covenant 0 • • • 0 • 0 • • • • 0 0 • • • • • • 0 • 0 XI. MAINTENANCE AND OPERATION MANUAL ( 0 • I. PROJECT OVERVIEW Page 1 of 2 King County Building and Land Development Division TECHNICAL INFORMATION REPORT (TIR) WORKSHEET PART 1 PROJECT OWNER AND PROJECT ENGINEER PART 2 PROJECT LOCATION AND DESCRIPTION Project Owner Smurfit Recycling Company Address 9747 Martin Luther King ~Way Sout Phone (206) 723-4490 Project Name ____________ _ Location Township _____ _ Project Engineer Daniel K. Balmelli Company Barghausen Consulting Engineers Address Phone 18215 72nd Ayenue South Kent Wa 98032 206 251-6222 Range Section Project Size AC __ -:-::-_ Upstream Drainage Basin Size ____ AC PART 3 TYPE OF PERMIT APPLICATION PART 4 OTHER PERMITS o Subdivision 0 DOF/GHPA 0 Shoreline Management o Short Subdivision 0 COE404 0 Rockery o Grading 0 DOE Dam Safety 0 Structural Vaults [Xl Commercial 0 FEMA Floodptain 0 Other LJ Other 0 COEWeUands 0 HPA PART 5 SITE COMMUNITY AND DRAINAGE BASIN Community Green River Drainage Basin . . Black River/Springbrook PART 6 SITE CHARACTERISTICS o River ____________ _ o Floodplain ______________ _ I!J Stream Springbrook Creek o Wetlands ------------__ _ o CriUcaI Siream Reach o Seeps/Springs o DepressionS/Swales o High Groundwater Table o L~e _____________ _ o Groundwater Recharge o Steep Slopes o Other o L~eside/Erosion Hazard PART7 SOILS SoilType Slopes Erosion Potential Erosive Velocities Woodinville 0.5% Low o Additional Sheets AHatched 1/90 Page 2 of 2 King County Building and Land Development Division TECHNICAL INFORMATION REPORT (TIR) WORKSHEET T 8 DEVELOPMENT LIMITATIONS REFERENCE UMITATIONISITE CONSTRAINT o Ch. 4 -Downstream Analysis o o o o o o Additional Sheets Attatched PART 9 ESC REQUIREMENTS MINtMUM ESC REQUtREMENTS DURING CONSTRUCTION [XJ Sedimentation Facilities o Stabilized Construction Entrance [XJ Perimeter Runoff Controt o Clearing and Grading Restrictions o Cover Practices W Construction Sequence o Other Grass Lined Channel [K] Pipe System [iJ Open Channel 0 Dry Pond lliJ WetPond 0 Tank 0 Vault 0 Energy Dissapator 0 Weiland 0 Stream MINIMUM ESC REQUIREMENTS FOllOWING CONSTRUCTION [KJ Stabilize Exposed Surface [XJ Remove and Restore Temporary ESC Facilities [XJ Clean and Remove All Silt and Debris [XJ Ensure Operation of Permanent Facilities o Flag Limits of NGPES o Other 0 Infiltration Method of Analysis 0 Depression S.B.U.H. 0 Flow Dispersal CompensationlMiligation 0 Waiver of Eliminated Site Storage 0 Regional Detention Brief Description of System Operation Storm water contained in 3 cell wet/detent jon pond discharging to biofiltration swale. • Facility Related Site LImitations Reference Facility Umltation o Additional Sheets Attatched PART 11 STRUCTURAL ANALYSIS (May require special structural review) o Cast in Place Vault 0 Otner o Retaining Wall o Rockery > 4' High o Structural on Stoop Slope civil engineer under my supervision hava visited tha sita. Actual ,ndilion! as ob~erved Were incorporated into this worksheet and the aHatchments. To the best of my knowledge the i"nformation provided here is accurate. PART 12 EASEMENTSfTRACTS o Drainage Easement o Access Easement o Native Growth Protection Easement o Tract o Other 1190 I. INrRODUCTION/GENERAL INFORMATION The proposed project lies within Section 25, Township 23 North, Range 5 East, W.M., City of Renton, King County, Washington. The site is located in an area of Light Industrial and Commercial development. The project encompasses approximately 4.8 acres and is currently undeveloped. The site is vegetated with grasses and is relatively flat with the surface elevation ranging from elevation 15.6 to 16.3. The site is bounded by S. W. 34th Street to the north, a railroad track easement and the existing building to the south, a warehouse building and distribution center to the east, and a Springbrook greenbelt and pedestrian easement which contains a drainage channel to the west. Following the development, the proposed storm drainage runoff will be collected and conveyed by a tightline system to a water quality wet/detention pond which will be located at the southeast corner of the project and will be discharging to a grassline swale prior to discharging off site to Springbrook Creek. The detention/water quality system will be designed in accordance with the 1993 County Surface Water Design Manual. There is no upstream flow onto the site. Please refer to drainage area map in Section V of this report for additioual information and drainage flow locations. 5457.004 [AS/ca/ps] CORE REQUIREMENTS 1. All surface drainage will continue to discharge into its natura110cation (Springbrook Creek) following development. 2. No downstream drainage analysis is required for this project since flows discharge directly into Springbrook Creek and other core requirements have been met. 3. Runoff control and water quality improvements have been desigoed per KCSWD M (see Section N. this report). 4. Conveyance system has been desigoed per KCSWDM (see Section V. this report). 5. Erosion/sedimentation plans and calculations have been submitted to the City of Renton as a separate submittal package. 5457.005 ( \ . SPECIAL REQUlREMENfS 1. Proposed project does not lie within a critical drainage area. 2. Project does not require a master drainage plan. 3. Same as Note 2. 4. Project does not lie within an adopted basin or community plan as designated by KCOOES. 5. Water quality has been provided on site by water quality swale and wet pond to meet special requirements and core requirements. 6. Oil/water separator not required. 7. Project will not discharge to a closed depression. 8. Project will not use lakes, wetlands, or closed depressions for peak rate runoff control. 9. The project does not lie within the 100-year floodplain. 10. Same as Note 9. 11. Geotechnical report is being prepared. Not available at this time. 12. King County soils survey information provided in Section II of this report. 5457.005 ~,-YI ~~ ~~ ~ifd ""' ~ ~ ~~ :Q ::) .. -~ 'A -, • . _" \i . ~. "",- , i, '. ~ ~ . " ':\";:~'. ~;'-" 2 GOf.N(j JI,,,OS~'<'CE C('ITER _. -~{#inif&?r" 36 ~_-""l6>'-,,+-y ";"4;' "n " " "~I s ~,'" ~ ~; 51 -:,r,:..--. ~ I -\2 ..",'~ ~~o'" ':'~_' c·~.> "1_~ .. lm'. f-"'~-"-J \}< .. '::>:-~::':~~:' \" \jk".,+:·,' 1 • II. PRELIMINARY CONDITION SUMMARY , VI....I....I....II ..... I~ L..IUJ. I ~IVI ..... I~ oJl"!' ;".Iv ( lu;".l( .JULJ uc~ ~fe CITY OJ<' RENTON wi Clymer. Mayor April 18. 1895 Mr. JaCk HOlleran 1l0Ue .. n Duitsman Architects. Inc. 1:ISQ Elbridge Payne Road. Suite 202 St. Loub. Miasouri 83017 r~t) ~VIe.\oJ L.,"!' tA4jt.o \I~~ r ~)I.Ilt.I~ Foiv ~~ A·~AP. :lUBJECT: Smur1lt Materillll:i Recovet)' F acility/Admlni.lralive Site Plan Project No. LU ..... 9S-D33.SA.SM.ECF Dear Mr. Hollernn: Jjll" This lell!:r i~ written on behalf of the Site r'len Review Commille. and is 10 inform you that they have • .t>mpleted their review of tha Request for Reconsidel2tit>n received on lIIe Adminisuatlve sile Plan for Ihe abuv"",,,rereneed project. I he Committee. on Allrl118. 1 "S. I~uo;d a revised Condition No.1. A revised Environmental Review & Administrative Land Un Action Report is enclosed reflecting the revi$ed Condition. The 14 day appell period 10' Ihis projea will end 01 5:00 PM on M .. y I. 1985. Following this. the City will finalize iI. Oeterminatlon unle", comments received require a ' ..... v3Iu31Ioo. Appeal prOcedures imposed Dy the CIIy of RenlulI'~ Site Plan Review commlnee are available ~l Ih .. Development Serv,", Oivision. Third Floor, Municipal Building. Renton. WaShington 98065. Phone: 235-2550. You should be preparM tn make specific lactual ODjeCI,ons. II you have any que5tlon3 or desira cianficatlon of Iha abo •• , please cali me aI277.5588. t'orthe Site Plan Review Commlllee. MRtk R. PWd'A CC: Running Bear. Ine.lOwner Parties 01 Recolll: Mr. Ooug Amnbe,ylAmsbe'g Inve:ilmenl; Mr. John Lang/Sabey Corporation . /. I ! iV Ii) 'r--./ ~ l-. I : , Ib ONSL TR2.DOC 200 Mil! Avenue South -Renrnn. Washinglon 98055 * TIll. ~~. ~ r.qoced mMfIn&I,~ .. ~ ~OI'U:kJrr1lll I . .. ............. _._foCvt. NEIGHOQAHOOD PLAN ... ~. , ........ rCl~c 1&.1 I I&. .Juu veil!:: MaY-dl wea l/:l!../l!'::1'!'::I'!) En_tftII o.t._fan , _JIsttIfW LImt IIMActoI LUA-JU3J. 'A, ECI REPORT AND DECISION OF Aptf 4. ,," The proposed development Is located on Lot. of the Glacier Pa.1Ii development. This site used to Include a wetland 0.14 acres Ins/ze. ·An agteement was teached between Trillium. the successor to Glacier Parf(. and tha City 01 Renton that allowed for the IIllIng of 0." acres on each site. This agreement niqiJlres thi establishment of a wetllnel blnk area thlt the City is in the process of c;ompleting. The 0.&4 aeni wetland that exrsted on this site was filled under a RoUllne Vegatation Management Permit. Trillium has continued to manage the vegetation on this sIta under this permit Due to the continued management of this site Ills extremely unlikely that a wetland would emerge on this site due to the human activity associated with that management. Tile applicant seeks Sile Plan Approval, Environmental RevIew Ind I Substantial Development Permit to construct a concrata tilt-up building for a malerials tec;overy facility. The applicant proposes to c;onstruct a 51,100 sf rac:ycJ1ng center buildIng. Parf(lng for 58 cars will be provided on-sIIe. Approximately 75% of the site will be covered by imparviOI/$ surface with the remaInder reserved for landscaping and water quality features. The Shoreline Substantial Development Permit Is a separate permit that will be Issued after the completion of the appeal period on the Administrative Site Plan. A. Environment.llmpact. n.. ProposII_ fIiINItH.wI"~ by ....... Q)' ~ .wi ClMMMJIID .t,-. __ Ir, eppIt:lIIt IJa ~ ItIfIIIIIIed MId .1iIItuMd HIillMIIIOI/Iei ~ H/ldpAtH 10 _,in ~ WII'II ~ ptDpOUd devt/optrNlll. StaIf ,.*-.hw /den""rI_ fI, __ Is ~ ID ". .. tMlbI<ItoiItf ptNaIH inpocfs; 1} EarfhlAutherJcs SlTERC.DOC Impacts The applicant intends to pre·load the project site. This is necessary as Ihere is a layer of peat under the existing fill material. The peat contains a high water content and would be c;ompressed unevenly ifthe structure was built without pre-loading the site. It Is anticipated that the pra-Joad (surcharge) will require 23.000 cubic yalds 01 fill. At 20 cubic yalds per truck load this would equate to 1.150 round trip· truck trips to Import thl raqulred fill. Once the pte·load Is no Iongar required. soma of the fill material will be used on-site but It Is anticipated that the some ot the material wrll need to be ramoved. The applicanl has provided a temporary erosion c;ontrol plan to ensure Ihat the fill materlll doas not becoma a nuisance to the adjacent properties and does not impact the adjacent sensitive Ireas. The Ipplicant has provided a landscape plan that provides a minimal amount of landscaping within .the landscape area. required .by ordinance. TJ:Ie tigh.t industrial. Irel is intended to contlin a mix of office uses, warehousing. and manufacturing usa. Although the propOSed· landscaping along the street may be adequate in soma industrial araas, it appears to be Inadequale for an area that Is • transllion between the office par1ts on adjacent properties and the other light Industrial areas that have already been constructed with superior landscaping plans. City staff recommends. as part of thl AdmInistrative· Site Plan approval, that the applicant be required to submit. revised landscape plan that Is more in keeping with the plans that hava llraady been approved and constructed on adjacent projects. The applicant win be removing the existing vegetation prior to construction. All pervious surfaces will be landscaped. Mitigation Mel§JK!I: No mitigation measure Is requlrad. PgIicy Nexys SEPA OrdInance, Landscaping Oldlnance, Ught Industrial Zoning. • .......... _, ....... , ............. , ..... ,y, ........ Vi .... ,JVI lu~1 MaY'dl weo l/:<H l~~~ CIy III RenlOII ,,4!.f'W CJepIItmeIII ~~~~1~'g~~~--------------------------------------~~~~~~~ 2) Air ~ ImpllCts to the air quality c:an be antIcIpated both during Ihe construc\lon and during the ojiiiition of the facility. Impacts during construc\lon could Include axhaillt from the construction equipment and dust from lXpOIIed soils. Exhaust from constrvdlon vehicles Is covered by existing State and City Codes., The appllc:ant has submitted ,as part of the construc\lon plal15 • proposal for the malnl.e,na~ 0' the sIIe 10 eMUI'I that dust does 1101 become a ,nuisance on thls site. ' , During the oPiidon phase 0' the project liie,.. WIll· be vehicle traffic and heating equipment for the building. ' The exhaust from both the vehicles and the healing equipment will have a minor Impact on air quality •. Existlng Stat. and local codes address Ihese Impacts. Norurther mitlgallon will be , reqUIred. " , " The applicant will be using Ihl$ facility 10 bundle paper and then ship It to other facilillas 10 complete the recycling of the paper. It is posslllla \hat If the papar becomes wet It could mold or mildew which would cause an odor problem. The papar will be trucked 10 the facility and dumped inside the building. The bundled paper will also be stored in the bulkllng until it Is shipped off-$l\e either by rail or bY truck. A5 long as all of the papar Is stored Inside the building It should not become In odor prolilem. Staff will recommend that a condition be applied to Ihe sIIe plan requiring that aU paper be stored Inside the bulkling 10 prevent odor Ind lilter problems. A mitigation measure is nol required as Ihe odor and rl\tar problems will be .ddressed through the site plan process. MjIIqation M ....... ' No mltlgetlon measu,.. Is required. See site plan conditions. PolIcy ~1C1If NlA 3) WaNr ImE' This project Is localed adjacenl to the Springbrook Creek. Waler quality Is a signllk:anl concem for this project due to Ihe paridng 11'11 and the proposed land use. The appUcent hiS provided preliminal)' plans for a waler qU111ty system to Iddress Ihls concern. The proposed syst.m Is shown on Ih. pllns submitted by the Ippliclnt. ' • The applicant will need to provide Ihe final pllns for I waler quality system In lecold.nce with Ihe King County Surface Water Design Mlnual Ihlt has been adopted by the City of Renton. The waler quellty system will prevent conl.mination of the creek from this site. No further measures' a,.. required althls lime. MltIqatfon Measunn None required. PolIcy Ne1CUI N1A 4) Transportation ~ The City of Renton has adopted a uniform trlnsportation impad fae for Ihe entire city. Tha Ciiiffi'iiilce sllles Ihlt I fee of 575.00 per trip .nd will be assessed for eaCh Irlp generaled by I new land use. This fee will be usecl for Iha tral15pOltaUon Improvements that Ire required throughout the City as n_ traffic is generated. The arPlicant was requested at the pre.lppllcallon muting to submH I small traff'1C: study with Ihe forma applicllion. A traffic study WI. nol submllted by the applicant. The ITE Trip Genmtlon Manual does nol specifically address the number of trips g.neraled by recycling cantars. In reviewing slml .. r uses City stiff estimales Ihat Ihe lind use could generate •. 88 Irlp ends per 1,000 squere fe .. of building eree. This Ihal the building could generata In Iverage of 288.17 Irlp ends per 298.17 X S7S.00Mp end equals $22,382.80. applicant may submit a traffic analysis 10 adjust this Impact fe •. MItfgation Measure! No mitigation measures Ire reqUired. PoIIFv Nt1Cus Traffic Benelit zon., Transportilion Mltlgallon Fee SChedule, SEPA '.'; , .,. .. ....... , I <J .... f ~ Iletom*r.IIrIn 4 AoI •• _aw LMJ4 IJe.AcfoiI LUA,.U», SA, ECF REPORT AND CJECISJON OF Ap1f 4. 1115 B. Recommendation Basad on analysl' of probabla Impecls from the proposal. staff recommend thai the Responsible OIIIcIals make the following Environmental Determination: " " , ' • "-,'", , " , , DETERMINATION OF' ,,' ,-'." , .. NON, SIGNIFICANCE ,'IIITlGA~. , ... 1.lue ONS with 14 day Ap~" Period. ' ,; .. ,. ' ISlue DNS-M with 15 .'ilay Comment PWjod with Concu"ent 14 dey Ap.,..1 Period. x Issua DNS with 15 ilar Comment Period with Concu",nt14 day Ap~1 Period, I .. ue ONS-M with 15 dey Comllltlll Ptll04 follcm.d by a 14 day Ap.,..1 Period. C. MmGATION MEASURES: No mltlgallon meuures are Rlqulred for the proposed development. AtlMoty No'" fa Applicant: I'Jie ...... Itrr _ .. ""Po>""""" IlilDmMtIon prrwItJod IrI c~ rr/III file IIIVkoIimeIilM ~~ ._ 1IMo • ..-.. ,,"#tIN. ~ MI)I tINy .. ""'MIb}et:f.o "",.""..1 proc ... "".".,inJIrIMnW ~ !'" Wastewater (Sanitary Sawer): " Water: 2. ~" this lite is salVed by an existing 8' sewer main located In SW 34th StRlet at the NW comer of the property. Cost of each connection (sid' sewer) to the sanHal)' system will be $1 00. Oillwater separator will be required for the floor drain system. eackflow devlces~' required on the sanital)' connections of the floor elavillon of the proposed building Is less than elevatio • Sewer (SUCCI fees of SO.063fsq.ft, of gross site lrea of the property will be required. if not previously pa. .11.1S BAA. f .... -. .11 The site Is salVed by an existing 12" water mlin loelled on the south side of SW 34th Straet I~ the Intire property frontage. New water mains, fire hydrants and DDCV assemblies (sprinkler system) will be required for lire control to the proposed building and must meet the current Fire Codes. New meters will be required to s.IVe the 5lte, one domestic Ind onl Imgallon sized to maet the needed requirements. The water system Induding meters will be required to be loc,ated in easements that will be City of Renton held. Wiler (SUCC) fees of $O.1281sf of gross she of the property will be required, If not paid previously. . ell/'l.- 3. A temporary .roslon/Sedlmentation control plan and surface water drainage plan and analysis per KCSWM will be required, Including I level one analysis for 1/4 mile down strelm. BioliHretion will be required due to more than 5,0000 Iquara feat of new ImperviOUS surface subject to vlhlcular use. The drelnage Inalysls Ind dill submitted for H.P.A. to the Department 0' J<ishell .. ; should be submitted 10 the City aa soon 85 possible. Surface _ter (SUCC) fees of SO.1481sf of new Impervious arel of the property will be required. 4. T/:Ie applicant wI,lI need to pravlcle a FlOOd Plain Elevation Ce/tifiMII! prior to obtaining a flnll Inspection for the building. / • .... ' ~ ........ , ' ......... lei':::! ... .Jfl~ ..JUU va..:::: (Additional Notal) 8tIHt Improvements: DW~I.IfoS. TlIe applicant shall provide a traffic mitigation fee equal to $75.00 per IIIp end prior to the _anca of a i • . building permit .. It Is estimated that the proJed will genel'lte approximately.298.H trip ends per average week .·--day and ~the millgatlpn fee will be 122.3e2.80.($75.X 218.17 trip ends :::~~~~;~1;'_.1 .... A .. ~",_ f"'o"" *"11 tne estimates! number of trip ends the Ippllcant will need to submit a F €f,t.., s. FII'I 7. .... 8. 9. 10. Pirkl: 11. satisfaction of the Developrtient services Division. . Off-site cooCl'lle sidewalks and drivewlYS approac11e8 will be required. bn·sile paving of roadwayslpar1dng 11'115 are required and must meet current CKy of Renton CodeslSlandards. Construction permit fees will be required for construction of waler way mains. Sida _r, storm dl'llnage system. sidewalks, driveways and PIIvlng. "") ~mlnary fire flow required Is 4.251).gpm;-Flve hydl'ln!$ '1'1 rsqu1red. One fire hydrant Is required within \ 1 SO-feet of the proposed struc:ture, ~ four fI~}lydrants are requll'ld wlIhln 300-feet of Ihe struc:ture. A loOped water main Is required to be lnStaUed-arO'ilnd the building. Firs mitigation fees are applicable at the rsle of $0.52 per squara fool of building: 81,100 square reet x $0.52 II $31.772. this fee Is payable at the time ot building p8l111l1lssuance. An approved nrs sprinkler Is required to be installed throughout Ihe struc:ture. The building shall comply with Micle 28 (Storage and Handling of Combustible Fibers). Article 34 (Waste Matertal Handling Plant). and ArtIcle 81 (High-Piled Combustible Siorage) of the Uniform Firs Code. The proposed v-ditcl1 and siltratlon fence Is loceted directly adjacent to the existing .sphaK paved Springbrook Crsek Trail. Caution during construc:tlon phase Is empllasized. Any damage to the IraD and existing vegetation must be replaced and lhe area restored 10 original existing (;Gnclition. Existing aluminum benches may need to be reloceted. Applicant will need 10 coordinate this wltllihe Parks Department. Applicant will need to verify location of existing lrail and .. sement right-of-way boundary. This WOIIr. will need 10 be (;Gordinaled with Perks OePlirtmenl prior to on-site wor1l. A. Type of Land Use Action x Site PI." R.-.w X ShoIwIIne SuN,."rJlI Devetopm""t PwmIr Ma y -.. :n wea 1 { : t!~ 1 ~~=:t B. Exhibits C. The following exhibits Wire, entered into the reeord: , : Exhibit No.1:' Yellow file containing: I!!plallan, jllDO' of posting and publication. environmentailWillW end other documantallon pertinenllll M rICIlMIl ,:" ", ,Exhibit No, ,2: .. .,D,.-MPlII No. 1 &. 2 of', SurclllI'IJe and Erosion Control PII" (R_mile! MI'ch 8, 19811), . &hibit No.3: . OrMng NO.3 of •• Site, Glwdinll &. UtIlity P18" (Received March I, 1895). &hlbit No.4: . O,.-Mnll No ... of •• Lind'OI~1te Pliln (Rec.lvtd March I. 11195). Exhibit No, 5: DtlWln" No.5 of •• Building FICICI' Plan (RietIv.d March I. 1995). Elchlbil No, 8: OrMng No. 8 Of 8. Building EleYlllIDn (RIIC8IYId March 8. 1"85). Exhibit No.7: VIclnity Map (Recei'led March 8, 1885). Consistency with Sit. Plan Review Criteria: In ieviewilg the pmpinaJ WIth re,pect to the Site PIsII AiJptDvlJ CrIten.,ef fotth In SectIon 4-31-33(D} of the SIe PIsn 0n1Inanc:e. the following Inlle' h.ve been IdenIiIfed by CJJy Deparlmentell DIvII/onsl R.vlewerr: f. CONFORMANCE wrrH THE COMPREHENSIVE PLAN, ITS ELEMENTS AND POLlCIE'; T11e Comprehensive Plan designates the projed Sit8 as Employment Area -Industrial. The pollclu state that this lrea should Include a combination of offica uses, warehouses. and manufacturing. The applicant Is proposing 10 constnlCl a reCJCIlng fadllty that will take In loose paper and bundl.1t. ,The bundles will be stored Insld. the facility until It Is shipped out. The policies also state that off-Site impacts from industrial development such as noise. odors. :light end glare. lurface and ground water pollutJon. end air quality should be controlled through .. lbICIcs. landscaping, lICI1Ienlng and/or fencing, dreinage controls, environmental mitigation and other techniques. The applicant will be constructlng fendng, drainage controls. and landscaping, These Issues will be addressed In detail, later In this report. CONFORMANCE wrrH EXISTING LANO USE REGULA nONS; The project alte Is designated as Light Industrial on the City's zoning map. Recycling cantelS are a pennitted land use within this zone provided a site plan is approved by the city. The applicant Intends to construct a len (10) foot tall fence on the subject property. Sedlon 4-31- 1S.C3b3 of the Renton Munlclpal Code establishea Ihe maximum height for fences within each zone. Maximum fence height In the Industrial areas is established at eight (8) feat In height. The applicant will need to limit Ihe halght of tha fence to the maximum allowable by Code. The applicant'S plans show the fence located In the center of a twenty foot wide utility easement on the west side of the property. The plans appear to Indicate that the utility easement Is dedicated to the City of Renton. Although It Is possible to locate the f.nce within the utility easemant, the applicant will need to acknowledge that the full length of the fanca could be removed In order for the City or I repair cteW to ac:cess tha utilities, The expense of replacing the fence would be the responslbllHy of the land owner. The GR"saot Mil 'Iso need to eN';n regpj"ioa from tb •• dUUy th.t the easement is dedicated to In order to locat. the fanca in the .... ment area. iIITIGA TION OF IMPACTS TO SURROUNOING PROPERnES AND USES; The subject property is located adjacent to the Springbrook Creek. Thera Is a forty foot (40, greenbeltlrecreelion easement and a twenty fool (20' utility easement along Springbrook Craek. There is an existing paved trail and Plrt beRches Iiong the edge of the greenbelt/recreation " ............. " ..... , ...... u~ 'V'.'''''I~ rC\~c 'til! ..JVU VOl! Mdy-~I ~Vt::U I' ;",U l~tjI::l laloU. w~"":'-f'4"" rl.A~ . ilEA,..."".; ~~J'& . e_ment The applicant win naed to ensure that, theaa laclUtia. are protaded dullng the construction pellod and an), d.rnIge to these facilities 1& repaired prior to the final building Inspection. T1Ie .pplicant has indicated • temporary .nd • permanent water quality $)'Slem for this proJId.The water qu.11ty features will prevent an)' pollutants frlIm the propert)' reaching thlli surrounding .,.. ... o 0 • : • "' 0 The applicant will be accePting loose paper onto the ptilJed slle and· shipping: bundled papar off-lite for processing. If the paper is storad ouldoo/S and allowecl to eSCIpe from the projed site It WIIuld constHute a litter .probl,m on the adJacant propeltJes. :Thera also could be a problem If the appllclnt allowa truc:kl to enter the proJed site that h.v. Piper ISCIping from the vehlcla. and uncovered loadl. The .ppticant will need to Institute programs to encourage their employees to coUld 100 •• paper on the projed lIIe before It becomes an off-site litter problem. The applicant will .Iso need to Institute • program to educate the lr\IeIt dllveJS about the problems that may .rIse for the applicant If their loads are not properly contained while accasslng this facility and leaving the City. The .pplicant has also stated that there Is::=pot~~entl~. ~.I~for~teir:y~cI~lI~bI~e~aliiH.!l!I~! collided et this site. These materials would -:::;;;; ::-m' hyi'dloo 'P ensure that iodenti do not The 'pplicant h .. not Indicated a Jlghtlng plan for the proposed land use. In order to ensure that the outdoor lightlng scheme does not cause a gillre problem on the adjacent properties, the 'ppllcant will nlld to demgnarat. tne "pbtlpR ssberna 90 th. "V'!""'OdsBgiOg e'an. The applicant hu not demonstrated 'n Cpdg,uM fw .b. storege p' lmn 'n d 9'm'QI produced on- site. This faclilty will need 10 be shown on the ntvl&ld landscaping plan In accordance with th. City ordinances. - c::-'~..;;::...._.;;MIT1GA;;.;.;;=T1O=N:;..:;OF:...:::/M::.'P..::;:~::;C:.;TS;.;O;;;F~TIiE:.;.;;;· :.;~..;.R::Of>O:;..:;.:::SE,;;;D;.;S;;;fT'E;.;:.;PLAN;.:;;;.;..;7i..;;D~TH~'I!!..;:S:.:tn.:..; ________ _ , Wow .. "'""" f'"",~ The applicant needs to reserve 2% of the site for wildlife habitat. The landscape pI.n submitted b)' the applicant de's net dempDstrat0 Ibn wildlife heblt. pre, or the type of pl.nt materials that will be maintained for wildlife habitat. The subjed property Is 4.79 acres (208,652.4 $f). the applicant will nled to provide a wildlife habitat area of 4,173 s(. This area can be built around the blofiltralion area provided thai the proper plant malerials can be planted in this 811111. The applicant will need to submit a revised landscape plan 10 the satlsfadion of the Development Services Division. A$ noted above. the applicant has shown I f.nce to be located In the center of a utility easement. Although this Is legal, provided the. lleant can obtai rmlsslo from the easement holder. City stIff would on t I .st s d of th se this would allow the utlilties to .ccess the utility lines without hav ng to remove • f.nCl. Although the pmanl IIpplicantl1.nd owner may be willing to replaca the fence every Ume a utility needs to IIccess the linn wfthln the ,easament, future land ownelll may 'not be aware of this potenti.I problem urnll City crews are on site and removing the fence. CONSERVATION OF AREA-WIDE PROPERTY VALUES; The development of this vacant site should help ~o conserve arell wide property velues. Concem has been expressed by In IIdjlcent property owner that if litter Is allowed to become II problem It could h.ve .n adverse Impad on property values. As noted above the applicant will need to impose In on- site cIeen-up program and Institute an educatlonel program for their own employees .nd for outsld. tNckelll to the litter problem th.I their loads could potential craate. Slmllllr programs heva been Instituted .t the Rebanco fecility on Monst.r ROld th.t have been quite successful. The applicant hn only $hewn a small amount of landscaping to be located along the building Ind fence frlInt/ng on NW 34th Street. Other propertlq in this arel hive provided I mora robust tandSCape plln for therr sitas. !Do prd.r to help conserve arel wide property values the apP"cant will "B'" to submit. rev"" landscaping RI.n. : •• .., ......... ' ....... ~ .... v ... I .... ,y, .... ,~ E/tWDIIIMntal ,,,,,,,,*,,li0ii .. A--'" LtIIIIIfII AcfaIl LUA·N-O.13. SA, ECF '0 SAFETY AND EFFICIENCYOF VEHICLE AND fIEtJESTRJAN CIRCULA nON; lbe applicant has separated the automobile trafflc from the heavy truck traffic by sependlng the paitfng irilis and access point Automobile trafllc will la:es.s the site on the East side and park on that alde of tha building. Parking Is provided off of both sides of a single II!lsla, .P'edestrians from those vehldes while aceess the building directly from the parking lot without much apparent difficulty . ... -.. ". ... . ... -..... ,,~ .. ' ... , ......... ~' ....... ~ ......... ". -, ............. ,' .......... -'.' ... -. . There Is no path Indicated on the plans to connad the building with tha sidewalk on SW 34th Street. A pedlstrlan path should be provided fRim tha buildIng to thl street sidewalk. This will allow employees and other pedestrians accessIng the· buIlding to enter without haYIng to usa the vehicular entrances. 7. PROVISION OF ADEQUATE UGHT AND AIR; •• t ..... ~ ""'_WN I\.v ... , .. " 1D, x Tha Ippllcant has located the bulldl.ng back from aU of thl property boundaries. This wiD allow for adequate sun Ugllt to reach the building and also for adequate. air movement around the building. II1T7GATJON OFNOISE. ODORS AND OTHER HARfrlFUL OR UNHEALTHYCONDmONS; The proposed land use, if properiy maintained, Should not create any hannful or unhealthy conditions. The outdoor storage of paper and other recalilble matarials could cause significant impacts. The appUcant's representatives have indicates! !hat !hI!! will bl n9 Qut,,,,, SOPP' pr mated'" and that tile recallable mlterills will be limited to paper products and potenllilly gllss. If the applicant daslras to Increase the list of mlterials accepted for recycling the applicant will need to obtain writtan approva' from the City. If It is ilatlrmined that thl proposed expansion Is not similar 10 thl uses P/'Opo$ed at Ihis time, the applicant may need to undergo furth.r Invironmental or sHe plan review. AVAILABILITY OF PUBUc SERVICES AND FACJ~S TO ACcoItfItfODA TE THE PROI'OSED USE; AND The project sit. is adequately served by utilities Ind roads 10 serve tha proposed use. TIl. applicant will need to provide five fire hydrants with a flow of •• 250 GPM. One fir. hydrant will need to be within 150 feet of the proposed structure Ind the remainder will need 10 be within 300 f.lt of the building. PREVENTION OF NEIGHBORHOOD DETERIORATION AND SUGHT. The construction of thl building In itself will not cause neighborhood deterioration and blight The improvements 10 the vacant lot Should 1I.lp 10 preClude the vacant lot from being allowed to deteriorate by a vacant land owner. The applicant Is proposing· to coiled paper PfOducls and potentially glass on-site for recycling. Although Ihese materials will not be procasse9 on·lite they will be stored, bundled, and pr.pared for shipment. The appJicant has verbally stated that the rr Mil bo DO 9y t slde 5I9[1P' al !h" "d,uM 'nd thlt should eliminate the problems that have li1san on the applicant's existing 'acility. Storagl of loose paper and glass bottles outside of the building could cause litter and odor problems for the adjacent properties. Staff will recommend thlt a condition be plaCId on Ihll proJad requiring lhal th.,. be go outside storage of recxclable qua, I-~~----'~-- "'1'+ -;;;~, I~:J' loge ~/I~ ~oo ua~ May-dl wec l(:dl l~H!) CIy fIIROJIIeII P.tIoPW o.pw.nt SIIURFfT ,.C'lCLMt En __ 1ItJiI o.,.miMIIoII '~LInd UNAdoI! LUA-'U~~, SA, ECF REPORT AND OEC/SION OF Ap114, 'H' FINDINGS, CONCLUSIONS' DECISION Having reviewed the wrttten I'ICOId In the I'TIIItter, the Cit), now makes and enters the following: ! " . ":" D .. .'"Flndlng. f} ... " Aequut: "The" AppIieant. Running" B •• r. "InC.. lIaS Nquestecl Environmental Review & Sita Plan Approval for development of Smurftt Matailals Recovery F~lity. 2) 3) 4J '} E. Envlnmmental Review: The appllcanl's file containing the application. the Slala Envlronmenlal PoRcy Ad. (SEPA) documentation, the comments from various City departments, the public notices requ8SUng citizen comment, .nd other pertinent documents was entered IS Exhibit NO.1. Site p,-" R.vlew: The applicant's sile plan appllcatlon complies wilh the requirements for InforI'TIIIUon for site pI.n review. The applicant's site plan and other project drawings are entered IS Exhibits No.2 thru 7. Comprwhanslve Pia,,: The subjed. propoAl is cOnsistent with the Comprehensive Plan designation of Emplo)'Jnent ........ Industrial. ' Zoning: Tha site plan IS presented. complies with the zoning requirements and davalopment st.ndards of tha Light Industrl.1 (IL) zoning designation. ExI$tI~g ulJd Use: Land uses surrounding the subJed. site Include: Notfh: commen:ia' .nd Induslilal, East: Ughllndustrial; South: ltIdustrial and commen:i8l; and Wast: Ilghllndustrl.l.nd commen:ial Conclusions 1) The subject" proposal complies with the policies and cod~ "Of Ihe City of Renton as conclHloned b), Slaff. 2) Specific Land Use (e.g. Site Plan ApprovaQ Issues were raised by various Clly departments. These Issues were addressed in the body of the report. 3) The proposel complie. with the Comprehensive Plan designation of Employment Area -Industrial; and tha Zoning dl$lgnlllon of Ughllndustrial. 4) The .pplicant has staled that this facllHy will be limited to the recycling of paper produds and potentially gllSS products. " F. Decision The Site Plan ;Or Smurflt Material$ Reeova'Y Facility File No. LUA·96-0U 1$ approved. subject to following condItJons: CONDITIONS 1. The recycJing flCility is limlled to the recovery and recycling of paper products, aluminum. pl8SUc. and glasa unle .. further use. Ire spec/Really apptOVed by the City of Ranton (Note: Changes may _/TInt site pllnlSePA revl_). Stal'llge of recycl.ble products Is limited to the intarior of the proposed building and no outside storage of recydable materials shall be allowed unless specillcally approved by the City of Renton. Prior to the Issuance of building permits. Ihe applicant shall rec:old a covenant on the properly limiting Ihe colled.ion of recycled materials to paper products. aluminum, plastic, and glass at IhiS faCIlity 'nd limiting the storage of thesa recyclable materials to tha Inlerlor of the building. " ............. , .... ,~ .......... , .... ,V, .... ,. 'LI1"1' ...}U, I lJ.,I j '"w ...... 2. Co. ll,A(.. 3. A*It /.#. .. .. ,.. ....... •• ~ .. fItLco 5. ......... 8. 8. Em/tw".mont./ OetwllltllfM & AdnftIIInofw LInd l1li Ada.. lUA.IUU, 'A, ECF PagefGofl2 There Is an exlsUng paved trail wtth paltt benches IIdjacent to the applicants project slta. Tha applicant shan ensure that these faatures are protected during tha conslluclion phase of the proJeet ai1d repair any damage to this aree to tha satlsfac:tlon of the Development Services Division PIlOt to the flnall~ of tile proposed building. " ,., '" The applicant IhaII demonstrate the proposed IlghUng plan end e trash SlOrage' irea . an th8 mlsed landscaping plan for tills project. This plan shaU be $Ubmltted to the satlsfaetlo.n 01 t!!e~~eJ9P'I'Ient Services Division prior to the Issuance of building permits. The applicant shall. In order to reduce the potential for litter blowing from the site, ensure that all paved surfaces alll kepi claln Ind cleaned regullrly, thlt all landscaped areas are kept etlan and cI.lned regularly to remove litter/debris, and that III stolllge containers are covered by • WIJI or other suitable &Icurlty device. Prior to the Issuance of building permits, the applicant shall' prepare an aglllement to the satisfaction of till City Attomey allowing tile City of Renton to Inspect the facility and If the applicant does not provide remedial aetlon recommended by the CHy wfthln 30 days to reimburse the City for all expenses incurred for tile lWquJred clean-up. The applicant shall, In order 10 reduce the potenUal for litter/debris blowing out of trucks, dlvelop I training progrem thllinciudes but Is not necessarily limited to training programs for' staff Ind haulers, to convince /laulers to proper1y cover their loads with tlrps or other methods thlt prev.nllltter blow- out. Prior to the Issulnce of building permits I copy of the training program shall be submitted to the satisfaction of the Development Servlcas Division. The Ippllcant has I responsibility to keep litter from truclcs or from the proposed flcllltY from collecting on City streets. The City will IlIvlew tills condition one yelr from tile date of approval Ind If In the opinion of the City the applicant has not Complied with this condition, the applicant will post a surety delflca ~uar to the rlst yell$ speclel dean up by City staft', This sural)' device will be used to relmbulH the Cily for the cost of any futullI clean-up by City statt. The .ppllcant will need to provide a nM surety devlca within 30 days of the City using this fund for tha clean-up acllon. The applicant lllan submit a revised landscape pI.n to provide addition.1 DIIntings along the fance and building fronting on NIH :Uth Street. The applicant shall demonstrate the wildlife habllat lrel on the revised Iindscape plan, Including the size of tile area, plant materials (common & Latin names), size of the plant matetials, and tim. period In which the planting will occur. A copy of this .,rl" shall be submitted to the satisfaction of the Development ServIces Division prior to the Is$uance of building permits. . ' The applicant shall locete the proposed fence to tile East side of the ulility eesement or provide a covenant with the City stlpulaUng that the City has the right to remove the fencaln order to ac:cass the utll~ easement and the repllcement of the fence will be lit the expensa of the land owner. The applicant shall also provide the Development Services Division with I letter from the utility stating the applicant hes permission to Install the fence In the utllHy easement prior to the COnstNctJon of till fence. -9. The applicant shill be IImn.d to a fence eight (8) fe.t In height unless a varience Is obtllned from the City of Renton, . DATE OF DECISION ON lAND USE ACTION SIGNATURES " ... , April 18. 1995 ; ........... , ..... ,., ........ , ........ , ,: : I Q~ ... I " I, ..... v .... VUll::. "w._ ",-IWI0'JP<.JI "feu rl.~1I:. f;:1!;1;.J TRANSMmEO tNl1S1tll day of ApfI, 1911510 Iha applcent and owner. Mr. John W. HoII_ Jr. Presldant Hon_n Duitsmln AICIIit~. Inc. FJtat Nau-l BlInk Bullclll!a . '1380~I1irldil"PlyM ROId •. Su~ ~ :: ... sl/LouI.;MO e3017 .' . RUMIng s.r, Inc. :' ClO Timothy L 8eny n01 ForaytIIIlMf .• ~ 800 at Loul •• Missouri 83106 TRANSMmEO t/IJt 1 Slth dey of ApfI, 1 m 10 tha pIItles of rw:otd: Doug Am .. berg A/neltlelll lllVlStmMlt 340' Und Ave. Renton. WA 980$5 "'. John lI"l SUey ClIlJIOl'ltlon 101 EDIct Aw. W BllltII., WAia',l1 'TAANSU,TTEO W. 18th day of ApII, f m 10 Ilia following: Jim CIIoIdor. BuIId1IIe 0tIicIII M~Fn"""'" N .. WIlla, ,_ Warlia DMtIon ~J. W-. ClyAIkInwJ v...,.,.. ~vlronmenta' Comments or AppuIS 1M ..... Ironmental decisions will became flnll If tile decillanldeclalonl i, nat Ippealed WithIn 14 dlYS of the Atl of publlc:llion. An appeal of either or bath decl,lalll must be filed wIIIIln!he 14 d.y Ippal period (RCW 43.21.C.07S(3); WAC 1 , ,..ae0). Comments or appe ... mud be flied In writing an or berO,. Aprtl n, 1195. Lvld Usa ARIon App .. " & Raquuts for ReeoMlclv2flo11 TIle adminlstratiVlland u .. decision will become final if the decillon II nat appalecl wttIIln 14 days of tile dlte of publ(Qllon. appell oflhe dec:lsion must 1M filed wttIIin tile 14 dey appeal period (RCW 43.21.C.07S(3): WAC 11J7-11.eBO). . REQUESTS FOR RECONSIDERATION mud be tllecI In writing on or lNfore M.y 5. 1"5. My .S.ri ....... person Wng Ihe decision of tile Site Plan RI'AIW Com mitt .. Is based on _. procedure. errors of IIw or fact, error In judgment. DI diUovely of newmdenc:e which could not be r.asonably ....aIllblalt the prior meeting. mly mike I written requlll to thl Zo Admlnl.tralor for rmew by the Sl\e Plan Committ .. within foIIItlM\ ('4) days 01 publl ... llon. This requld Ihln Nt far\ll Ipdc errors relied upon by such appellant. and the Comml\lle lilly. aller rmew af tIIa record. like furtller Ictlon II it dl proper. If In 'pp .. 1 II m.de to tile H .. ring examiner. requests for rtconsldetalion will be folWllrded to 1l1li oftlct co",lderetion II \tie •• me lime •• the appeal. AN APPeAL TO THe HEARING EXAMINER Is governecl by TIIIit IV, Section ~1'.B. whk:h r.qulm that IUcll.ppnls ba directly wttII the He.ring ERmin.,. Appell, must be made In writing before 5 p.m. on Mey 5, 1l1li5. Any ,pl*l mit accampanied by • S75.OO f .. and oilier specific requlr.",enll. THE APPEARANCE OF FAIRNESS DOCTRINE provid .. that no .. plrte (private on..on-onl) eommunlcltlona mlY I concemlng land us. decision. TlI. Doctrine appli.. not OI'Ily to the initial committ.. decision. but to .. Reqult Reconsiderallon II well e. Appelt. to the H .. ring Examiner. All communications aller tile decision date mUll be mada in .. tllrougll Ilia Zoning AdminiStrator. All communicillons .re pubUc racord and tIIis permits all Interelted palUn to \enol contenta of tile communication enlt _uk! attow tIIem to openly rebut tile evidence in writing. Any viol.tion of 1111, cIocttine rHull in tha In.,.lldation of tile requelt by tile Court. '. M~LL~N~N UU11~MAI~ REPORT & DECISION DECISION DATE File Number I"'age 1'::::/1':::: ...100 Ut'.:::: city 01 Renton Department of Planning / Building I Public Works ENVIRONMENTAL REVIEW & ADMINISTRA TIVE LAND USE ACTION Aprll4,19NS Smurtlt Materials Recovery Facility Running Bear, Inc. LUA-085-CI33,SM,SA,ECF Prvjed Maneger Merk R. Pywell The Ippll,*,t ... b 511, Plen App..-I, E1M",nmenllll RoM .. Inll a SUbmllClal o.v.Iopmenl Penni! IG conltNct a concrete liII·up building for. mal,riell recovery facility. Th' app/lCllnt prapaHlIG canltNd. 81,loo.f r.cycUng center building. Parking for 68 can will be pra'iided a_Ita. Appraxlmately 75" of the .It, will be covered by ImpeMoul surface with the nm,inder rllHlVed for landscaping and waler quality features. South skle of SW 34th Slt .. t, East of SprlngbrookCreelc, West of Unci Ave. NlA PropoDd New Bldg. Atee 61,100 sf SlteArae 4.79 aC18S Tot81 BuiIdfng Area 61,100 sf , ~ , . -'--',! '''',' , ........ -.... ~~~.;.!!.~ , ~ r·~ : ' ~, I . ... __ ! -"'. ,'.;I [ '4. r.n! iif-· .-:- l : I; _. ,"'-' ... l .,:...::.;:.... .. •. , .!! I ;'1 ''': I ii : r .' -i ;~'---'-.. -, !' ~-Ii ~., . I .. :.'" ------11---___ :.......,.. J: .-.-- Ii I .":J .. -!. L- i r u:r'l.'-. -----II :f:i ~d' I. ,.. :f --- "-' •.. ...,,,.--~ 1.1, --rf] ,.J .' ~"'-;1: hi.' . ; ll' !", . : I'h)--' .'" :: I .' _ • .' I ~... IT I' .,f,-// ' ...... -=-_ .-......... --... ~ . '. I \.., • '.I' .".'___ t.J -=-l' . .. .. :. . :. -.. 1 I .' ,AY ,") r:::: '1: ... -~ .• ~ • + ~,...,....".,--.c<. .. ;.::/!i-~"-,:-:: "'" ... i~:.-;:ift~~-.. .rJJ . I -.,r -_... " r-=:--.Il , , , . i.---···· .. I. I ------------------------------_. • KING COUNTY SOIL SURVEY INFORMATION 5197.003 [MSHlkrj . I, " .1,1 ,I. • '2 . I .' y : .. - P, ; i [' , , "' • ! ~ , , -t+- j • T- "! '. ,,';:' ~ 36 • V(", , [ 5;ie r-i [' I So --, ,1 l' 'I Il 1'1·' I 1 'I!" • " , !-.J8M :203 !\r.i.. .. ,~ ,~ 29 : '. 'I'" KING COUNTY. WASHINGTON, SURFACE WATER DESIGN MANUAL (2) CN values can be area weighted when they apply to pervious areas of similar CN's (within 20 CN points). However, high CN areas should not be combined with low CN areas (unless the low CN areas are less than 15% of the subbasin), In this case, separate hydrograph~ should be generated and summed to form one hydrograph, fIGURE 3.S.2A HYDROLOGIC SOIL GROUP OF THE SOILS IN KING COUNZ, /' HYDROLOGIC HYDROLOGIC SOIL GROUP GROUp· SOIL GROUP GROUp· ._< -. Alderwood C Orcas Peat D Arents, Alderwood Material C Oridia D Arents. Everen Material B Ovall C Beausite C Pilchuck C Bell;ngham D Puget 0 Briscot 0 Puyallup B Buckley D R.gnar B Coastal Beaches Variable Renton 0 Ea~mont S;1t Loam D Rhterwash Variable Edgewick C S.lal C Everett AlB' ~mmamish 0 Indianola A Seattle D Kitsap C ' Shaear 0 KJaus C Si Silt C Mixed Alluvial Land Variable Snohomish 0 Neilton A Sultan C Newberg B Tukwila 0 Nooksack C Urnan Variable Normal Sandy Loam 0 Woodinv",e 0 HYDROLOGIC SOIL GROUP CLASSIACA1l0NS A. (Low runoff potential). Soils having high infiltration rates, even when thoroughly wetted. and consisting 6. C. 'D. chiefly of deep, weil-lCHlxcesshteJy drained sands or gravels. These soils have a high rate of water transmisslon. (W,ooerately low runoff potential). Soils having moderate Inmtration rates when thoroughly wetted, and consisting chiefly of moderately fine to moderately coarse textures. These soils have a moderate rate of water transmission. (Moderately high runoff potentiaQ. Soils having slow Infiltration rates when thoroughly wetted, and consisting chieHy of soils with a layer that impedes downward movement of water, or soils wtth-moderately fine to fine textures. These soDs have" a slow rate of water transmission. (High runoff potential). Soils haVing vecy slow infiltration rates when thoroughly wened and consisting chiefly of day soils with a higH swelling potential, soils with a permanent high water table, soils w~h a hardpan or clay layer at or near the surface, and shallow soils over nearly impervious material. These soils have a very slow rate of water transmission. From SCS. TR-55, Second Edttion, June 1988, Exhib~ A-1. Revisions made from SCS. So, Interpretation Record, Form #5, September t 988. 3.5.2-2 I I I ; I I r I I I I i i i 1192 KING COUNTY. WASHINGTON. SURFACE WATER DESIG" MANUAL T.\lJL£ 3.5.2lJ SCS WESTERN WASHINGTON RUNOFF CURVE NUMlJERS I • SCS WESTERN. WASHINGTON RUNOFF CURVE NUMBERS (Published by SCS in 1982) Runoff curve numbers for selected agricUltural. suburban and urban land use for Type lA rainfall dislribution. 24-hour storm duration. ~. LAND USE DESCRIPTION . Cultivated land(t): winte"r condition Mountain open areas: low growing brush and grasslands Meadow or pasture: Wood or torest land: undisturbed or older second growth Wood or torest land: young second growth or brush Orchard: with cover crop Open spaces. lawns. parks. golt courses. cemeteries. landscaping. good cond~ion: grass cover on 75% or more of the area fair .concHtion: grass cover on 50% to 75% at the area Gravel roads·and parking lots Dirt roads and parking lots Impervious surfaces. pavement. roots. etc. Open water bodies: Single Family Residential (2) Dwelling Untt/Gross Acre 1.0 OU/GA 1.5 'OU/GA 2.0 OU/GA 2.5. [)U/GA .3.0 OUJGA 3.5 OU/GA 4.0 DUjGA 4.5 DUjGA 5.0 DUjGA 5.5 DUjGA 6.0 DUjGA 6.5 DU/GA 7.0 DUjGA Planned unrt developments. condominiums. apartments. commerc!ial business and industrial areas. lakes. wetlands. pond s. etc. % Impervious (3) 15 20 25 30 34 38 42 46 48 50 52 54 56 , .. ~ ImperviOUS must be computed CURVE NUMBERS, BY HYDROLOGIC SOIL G~P ABC D 86 91 g.: 95 74 82 89 92 55 78 e5 89 42 64 76 @ 55 72 81 81 88 92 94 68 80 86 @ 77 55 9J 92 76 55 89 91 72 62 87 89 98 98 99 ~ 100 100 100 Separate curve number shall be seleCled for pervious and impervious ponion of the site or basin (1) For a more detailed description at agriculluralland use cUrJe numbers reter to National En;'"eenng Handbook. Section 4. Hydrology. Chapter 9. August 1972. (2) Assumes roof and driveway runoff is directed into street/storm system. (3) The remaining pervious areas ·(Iawn) are considered to be in good condition lor these curve ~:.Jmbers 3.5.2-3 . I i If drained, this soil is used for row crops. It is also used for pasture. Capability unit ITw-3; no woodland classification. Urban Land Urban land (Ur) is soil that has been modified by y~sturbance of the natural layers with additions of fill material several feet thick to accommodate large industrial and housing installations. In the Green River Valley the fill ranges from about 3 to more than 12 feet in thickness, and from gravelly sandy loam to gravelly loam in texture. The erosion hazard is slight to moderate. No capability or woodland classification. Woodinville Series The Woodinville series is made up of nearly level and gently undulating, poorly drained soils that formed under grass and sedges, in alluvium, on stream bottoms. Slopes are 0 to 2 percent. The annual precipitation ranges from 3S to 5S inches, and the mean annual air temperature is about 50° F. The frost-free season is about 190 days. Elevation ranges from about sea level to about 85 feet. In a representative profile, gray silt loam, silty clay loam, and layers of peaty muck extend to a depth of about 38 inches. This is underlain by greenish-gray silt loam that extends to a depth of 60 inches and more. Woodinville soils are used for row crops, pasture, and urban development. oodinville silt loam CWo) .--This soil is in elan- d and blocky shaped areas that range from 5 to -II,;.J.·.-_rly ·300 acres in size. It is nearly level and gently undulating. Slopes are less than 2 percent. Representative profile of Woodinville silt loam, in pasture, 1,700 feet south and 400 feet west of the north quarter corner of sec. 6, T. 25 N. J R. 7 E. : Apl--O to 3 inches, gray (5Y 5/1) silt loam, grayish brown (lOYR 5/2) dry; common. fine, prominent, dark reddish-brown (5YR 3/4) and reddish-brown (SYR 5/4) mottles; moderate, medium, crumb structure; hard, friable, sticky, plastic; many fine roots; medium acid; clear, smooth boundary. 2 to 4 inches thick. Ap2--3 to 8 inches, gray (5Y 5/1) silty clay loam, light brownish gray (2.5Y 6/2) dry; many, fine, prominent, dark reddish-brown (SYR 3/3 and 3/4) mottles and common, fine, prominent mottles of strong brown (7.5YR 5/6) and red- dish yellow (7.5YR 6/6) dry; moderate, fine and very fine, angular blocky struct1lre; hard, friable, sticky, plastic; common fine roots; medium acid; abrupt, wavy boundary. 4 to 6 inches thi ck. B21g--8 to 38 inches, gray (5Y 5/1) silty clay loam, gray (SY 6/1) dry; common, fine, prominent, brown (7.SYR 4/4) mottles and medium, promi- nent mottles of brownish yellow (lOYR 6/6) dry; 25 percent of matrix is lenses-of very dark brown (IOYR 2/2) and dark yellowish-brown (lOYR 3/4) peaty muck, brown (7. SYR 4/2) dry; massive; hard, finn, sticky. plastic; few fine roots; medium acid; clear, smooth boundary. 30 to 40 inches thick. B22g--38 to 60 inches, greenish-gray (5BG 5/1) silt loam, gray (5Y 6/1) dry; few J fine J prominent mottles of brownish yellow (IOYR 6/6) dry; massive; hard, very friable, slightly sticky, Slightly plastic; strongly acid. . The A horizon ranges from dark grayish brown to gray and from silt loam to silty clay loam. The B hori zon ranges from gray and grayish brown to olive gray and greenish gray and from silty clay loam to si 1 t loam. In places there are thin lenses of very fine sandy loam and loamy fine sand. Peat)' lenses are common in the B horizon. These lenses are thin, and their combined thickness, between depths of 10 and 40 inches, does not exceed 10 inches. Soils included wi th this soil in mapping make up no more than 25 percent of the total acreage. Some areas are up to IS percent Puget soils; some are up to 10 percent Snohomish soils; and some areas are up to 10 percent Oridia, Briscot, Puyallup, Newberg, and Nooksack soils. Permeability is moderately slow. There is a sea- sonal high water table at or near the surface. In drained areas, the effective rooting depth is 60 inches or more. In undrained areas, rooting depth is restricted. The available water capacity is high. Runoff is slow, and the hazard of erosion is Slight. Stream overflow is a severe hazard unless flood protection is provided (pl. III, top). This soil is used for row crops, pasture, and urban development. Capability unit IIw-2; woodland group 3w2. 33 A. UPSTREAM ANALYSIS No upstream nmoff contributes to the proposed project site. The overall topography of the SWTOIUlding area is primarily flat The site itself is bordered on three sides by light industrial. development, with S. W. 34th Street nmning along the site's north property line. In addition, the Spring Brook Creek Greenbelt I Pedeslrian Easement and Springbrook Creek lies adjacent to the west property line and directly west of the greenbelt / pedestrian easement an existing Dis1rict No. 1 RIW drainage ditch is located. upstream nmoff can not enter into the site from the south or east developments. An existing berm separates the proposed site from the property 10cated along the south property line and adjacent property lying to the east has its own on-site drainage system. B. DOWNSTREAM ANALYSIS Stonnwater nmoff generated by this site will. be conected and routed through a light-line drainage system. The nmoff will. be reIeased into the above mentioned SpriI!gbrook Creek. Per the King CoWlly Surface Water Drainage Design Manual Core Requin:ment #2, no downstream analysis is required. • IV. RETENTION/DETENTION ANALYSIS AND DESIGN IV. Retention/Detention Analysis and Design a. Existing Site Hydrology: The existing site is 4.8 acres in size. The site is predominately flat with small brush and grass vegetation. Based on the King County soils survey, on-site soils have been determined to be approximately 100 percent Woodinville silt loam. Please refer to the soils survey map in Section II. b. Developed Site Hydrology: All stormwater runoff generated from the site will be collected via a storm drainage system and will be conveyed to the detention pond with grass lined swale prior to discharge into Springbrook Creek. The storm drainage detention system has been designed to provide detention in accordance with the King County Surface Water Design Manual using SBUH analysis. c. Hydraulic Analysis: The calculations and methods used in sizing the detention pond are based on the items outlined within the King County Surface Water Drainage Manual. The detention system has been sized using the Waterworks software program. The detention pond has been sized to meet Department ofFish and Wildlife requirements. Calculations and computer output are provided within this section for more details of analysis. The on-site conveyance system has been sized to convey the 25-year/24-hour design storm. Calculations for on-site conveyance are contained in Section V of this report. d. RetentionlDetention System: The detention system for this project will be a three-celled wet/detention pond with a flow restrictor manhole to control discharge from the system. The pond will have a minimum of 3 feet dead storage. The control structure releases outflow directly into Springbrook Creek. Please refer to the grading and storm drainage pian for the complete details of the detention pond overflow structure and water quality swale. 5197.004 [AS/cal SMURFlT RECYCLING COMPANY Summary of Data Used in Calculations: Soils: Existing CN: Post-Developed eN: "WOO Woodinville Silt Loam (Type "0") 86 Impervious Area: 98 Distutbed Area (Grass. etc.) 90 Precipitation: P2 : PlO: P,OO : 2.0 inches 2.9 inches 3.9 inches 5197.004 [AS/ca) ',",: ,.rl ~~ ~ ~~ ~ '~, iJ.l ),I, ~I WI "; :::1::::: :r. ~I ~', ~ ~);"' " .... (J ,-;. _':-1 ~',' -7 ~~ ~ \~ t:, i:; "I ~j ('~ c·-_· p (: , V -r p , J " , U 6 (' I <.' /1 , ., r . 5/ ,--: ·.c_' ~ -{ ,.;;:-,) ;:( ;',,' J 60 ,j~ I~ , (' , ,rl -,7 0 ~ . , " , , .~' n /; 0h -.- / c' @ -,-"-'-.' (' i. , J":"'-" /-/0 ~-' . , 'tl ;' , . 1 {'I 1", U. I , J :)" t, /', ."/ .-' ,-, , ,,) J (~ , ::-:'.'--', '-;-' .' j 6/23/95 Barghausen Engineers SMURFIT RECYCLING COMPANY STORM DRAINAGE CALCULATION page 1 ===================================================================== BASIN ID: Dl SBUH METHODOLOGY TOTAL AREA •••••.• : RAINFALL TyPE •••. : PRECIPITATION •.•. : TIME INTERVAL .•.. : TIME OF CONC ..... : ABSTRACTION COEFF: PEAK RATE: 1. 82 cfs BASIN ID: D2 SBUH METHODOLOGY TOTAL AREA ....... : RAINFALL TyPE .... : PRECIPITATION .... : TIME INTERVAL ...• : TIME OF CONC ..... : ABSTRACTION COEFF: PEAK RATE: 2.75 cfs BASIN ID: D3 SBUH METHODOLOGY TOTAL AREA ....... : RAINFALL TyPE .... : PRECIPITATION .... : TIME INTERVAL .... : TIME OF CONC.: •.. : ABSTRACTION COEFF: PEAK RATE: 3.79 cfs BASIN SUMMARY NAME: 2YR\24HR POST-DEV.RUNOFF 4.80 Acres TYPEIA 2.00 inches 10.00 min 6.00 min 0.20 BASEFLOWS: 0.00 cfs PERVIOUS AREA AREA .. : 0.72 Acres CN .... : 90.00 IMPERVIOUS AREA AREA .• : 4.08 Acres CN ...• : 98.00 VOL: 0.67 Ac-ft TIME: 480 min NAME: 10YR\24HR POST-DEV.RUNOFF 4.80 Acres TYPE1A 2.90 inches 10.00 min 6.00 min 0.20 VOL: 1. 02 BASEFLOWS: 0.00 cfs PERVIOUS AREA AREA .. : 0 .72 Acres CN .... : 90.00 IMPERVIOUS AREA AREA .. : 4.08 Acres CN .... : 98.00 Ac-ft TIME: 480 min NAME: 100YR\24HR POST-DEV.RUNOFF 4.80 Acres TYPE1A 3.90 inches 10.00 min 6.00 min 0.20. BASEFLOWS: 0.00 cfs PERVIOUS AREA AREA .. : 0.72 Acres CN .... : 90.00 IMPERVIOUS AREA .AREA .. : 4 . 08 Acres CN ...• : 98.00 VOL: 1.42 Ac-ft TIME: 480 min 6/23/95 Barghausen Engineers SMURFIT RECYCLING COMPANY STORM DRAINAGE CALCULATION page 2 ===================================================================== BASIN ID: U1 SBUR METHODOLOGY TOTAL AREA .•.••.. : RAINFALL TyPE ••.. : PRECIPITATION .••. : TIME INTERVAL .•.• : TIME OF CONC ••..• : ABSTRACTION COEFF: BASIN SUMMARY NAME: 2YR\24HR PRE-DEV.RUNOFF 4.80 Acres TYPE1A 2.00 inches 10.00 min 80.53 min 0.20 BASEFLOWS: 0.00 cfs PERVIOUS AREA AREA .. : 4.80 Acres CN ..•. : 86.00 IMPERVIOUS AREA AREA .. : 0.00 Acres TcReach -Sheet L: 300.00 160.00 VOL: CN .•.. : 98.00 ns:0.1500 p2yr: 2.00 s:0.0020 TcReach -Shallow L: ks:11.00 s:0.0019 0.34 Ac-ft TIME: PEAK RATE: 0.37 BASIN ID: U2 SBUR METHODOLOGY TOTAL AREA ....... : RAINFALL TyPE .... : PRECIPITATION .•.. : TIME INTERVAL .... : TIME OF CONC ..... : ABSTRACTION COEFF: TcReach -Sheet TcReach -Shallow PEAK RATE: 0.77 BASIN ID: U3 SBUR METHODOLOGY TOTAL AREA ....•.. : RAINFALL TyPE .... : PRECIPITATION .... : TIME INTERVAL .... : TIME OF CONC ..... : ABSTRACTION COEFF: TcReach -Sheet TcReach -Shallow PEAK RATE: 1.28 cfs 540 min NAME: 10YR\24HR PRE-DEV.RUNOFF 4.80 Acres TYPE1A 2.90 inches 10.00 min 80.53 min 0.20 BASEFLOWS: 0.00 cfs PERVIOUS AREA AREA .. : 4.80 Acres CN .... : 86.00 IMPERVIOUS AREA AREA .. : 0.00 Acres L: 300.00 L: 160.00 cfs VOL: CN .... : 98.00 ns:0.1500 p2yr: 2.00 s:0.0020 ks:11.00 s:0.0019 0.63 Ac-ft TIME: 510 min NAME: 100YR\24HR PRE-DEV.RUNOFF 4.80 Acres TYPE1A 3.90 inches 10.00 min 80.53 min 0.20 BASEFLOWS: 0.00 cfs PERVIOUS AREA AREA .. : 4.80 Acres CN ..•. : 86.00 IMPERVIOUS AREA AREA .. : 0.00 Acres eN ..•. : 98.00 L: 300.00 L: 160.00 cfs VOL: ns:0.1500 p2yr: 2.00 s:0.0020 ks:11.00 s:0.0019 0.98 Ac-ft TIME: 490 min 6/23/95 Barghausen Engineers SMURFIT RECYCLING COMPANY STORM DRAINAGE CALCULATION page 3 ===================================================================== BASIN ID: W1 SBUH METHODOLOGY TOTAL AREA •...... : RAINFALL TyPE •••. : PRECIPITATION ..•. : TIME INTERVAL .... : TIME OF CONC ..... : ABSTRACTION COEFF: PEAK RATE: 0.45 cfs BASIN SUMMARY NAME: 1/3 2YR\24HR RUNOFF WETPOND 4.08 Acres TYPE1A 0.67 inches 10.00 min 6.00 min 0.20 BASEFLOWS: 0.00 cfs PERVIOUS AREA AREA .. : 0.00 Acres CN .... : 90.00 IMPERVIOUS AREA AREA .. : 4.08 Acres CN •.•. : 98.00 VOL: 0.16 Ac-ft TIME: 480 min 6/23/95 Barghausen Engineers SMURFIT RECYCLING COMPANY STORM DRAINAGE CALCULATION page 4 ===================================================================== HYDROGRAPH SUMMARY PEAK TIME VOLUME HYD RUNOFF OF OF contrib NUM RATE PEAK HYDRO Area cfs min. cf-AcFt Acres ============================================= 1 0.370 540 14793 cf 4.80 2 0.767 510 27480 cf 4.80 3 1. 285 490 42792 cf 4.80 4 1. 820 480 29138 cf 4.80 5 2.753 480 44471 cf 4.80 6 3.787 480 61667 cf 4.80 7 0.180 1450 25378 cf 4.80 8 0.576 690 40270 cf 4.80 9 1. 270 560 57273 cf 4.80 6/23/95 Barghausen Engineers SMURFIT RECYCLING COMPANY STORM DRAINAGE CALCULATION page 5 ===================================================================== STORAGE STRUCTURE LIST STORAGE LIST ID No. 1 Description: DETENTION POND&PARKING PONDING 6/23/95 Barghausen Engineers SMURFIT RECYCLING COMPANY STORM DRAINAGE CALCULATION page 6 ===================================================================== STAGE STORAGE TABLE CUSTOM STORAGE ID No. 1 Description: DETENTION POND&PARKING PONDING STAGE <····STORAGE····> STAGE <····STORAGE····> STAGE <----STORAGE----> STAGE <····STORAGE····> (ftl ···cf··· ··Ac·Ft· (ftl ···cf··· --Ac-Ft-(ftl ·_·cf-----Ac-Ft-(ftl . ··cf··· ··Ac·Ft· ======================================================================================================== 13.00 0.0000 0.0000 14.10 5462 0.1254 15.20 11836 0.2717 16.30 20744 0.4762 13.10 491.10 0.0113 14.20 6012 0.1380 15.30 12546 0.2880 16.40 21819 0.5009 13.20 982.20 0.0225 14.30 6563 0.1507 15.40 13256 0.3043 16.50 22895 0.5256 13.30 1473 0.0338 14.40 7113 0.1633 15.50 13967 0.3206 16.60 23970 0.5503 13.40 1964 0.0451 14.50 7664 0.1759 15.60 14677 0.3369 16.70 25046 0.5750 13.50 2456 0.0564 14.60 8214 0.1886 15.70 15387 0.3532 16.80 26121 0.5997 13.60 2947 0.0676 14.70 8765 0.2012 15.80 16097 0.3695 16.90 27197 0.6243 13.70 3438 0.0789 14.80 9315 0.2138 15.90 16807 0.3858 17.00 28272 0.6490 13.80 3929 0.0902 14.90 9866 0.2265 16.00 17517 0.4021 13.90 4420 0.1015 15.00 10416 0.2391 16.10 18593 0.4268 14.00 4911 0.1127 15.10 11126 0.2554 16.20 19668 0.4515 6/23/95 Barghausen Engineers SMURFIT RECYCLING COMPANY STORM DRAINAGE CALCULATION page 7 ===================================================================== DISCHARGE STRUCTURE LIST MULTIPLE ORIFICE ID No. 1 Description: DISCHARGE STRUCTURE Outlet Elev: 12.60 . Elev: 10.60 ft Orifice Diameter: 1.9014 in. NOTCH WEIR Description: Weir Length: Elevation ID No. 2 NOTCH WEIR 1.0000 ft. Weir height (p): 3.3400 ft. 15.96 ft. Weir Increm: 0.10 COMBINATION DISCHARGE ID No. 3 Description: COM.1&2 structure: 1 structure: structure: 2 structure: structure: 6/23/95 Barghausen Engineers SMURFIT RECYCLING COMPANY STORM DRAINAGE CALCULATION page 8 ===================================================================== STAGE DISCHARGE TABLE MULTIPLE ORIFICE ID No. 1 Description: DISCHARGE STRUCTURE Outlet Elev: 12.60 Elev: 10.60 ft Orifice Diameter: 1.9014 in. STAGE <"DISCHARGE"'> STAGE <··OISCHARGE---> STAGE <··DISCHARGE···> STAGE <··DISCHARGE···> (ftl ···cfs·· ...... . (ftl "'cfs" ...... . (ftl "'cfs" ...... . (ftl ···cfs·· ...... . 12.60 0.0000 13.90 0."19 15.20 0.1582 16.50 0.1937 12.70 0.0310 14.00 0.1161 15.30 0.1612 16.60 0.1962 12.80 0.0439 14.10 0.1202 15.40 0.1642 16.70 0.1986 12.90 0.0537 14.20 0.1241 15.50 0.1671 16.80 0.2011 13.00 0.0620 14.30 0.1279 15.60 0.1699 16.90 0.2034 13.10 0.0694 14.40 0.1316 15.70 0.1727 17.00 0.2058 13.20 0.0760 14.50 0.1352 15.80 0.1755 17.10 0.2081 13.30 0.0821 14.60 0.1387 15.90 0.1782 17.20 0.2104 13.40 0.0877 14.70 0.1422 16.00 0.1809 17.30 0.2127 13.50 0.0931 14.80 0.1455 16.10 0.1835 17.40 0.2149 13.60 0.0981 14.90 0.1488 16.20 0.1861 17.50 0.2172 13.70 0.1029 15.00 0.1520 16.30 0.1887 13.80 0.1075 15.10 0.1551 16.40 0.1912 6/23/95 Barghausen Engineers SMURFIT RECYCLING COMPANY STORM DRAINAGE CALCULATION page 9 ===================================================================== NOTCH WEIR Description: Weir Length: Elevation 10 NOTCH WEIR 1. 0000 ft. 15.96 ft. STAGE DISCHARGE TABLE No. 2 Weir height (p): 3.3400 ft. Weir Increm: 0.10 STAGE <--DISCHARGE---> STAGE <--DISCHARGE---> STAGE <--DISCHARGE---> STAGE <--DISCHARGE---> (ft) ---cfs---------(ft) ---cfs---------(ft) ---cfs---------(ft) ---cfs--------- 15_96 0.0000 16.40 0.8844 16.90 2.50~2 17.40 4.2354 16.00 0.0260 16.50 1.1803 17.00 2.8514 17.50 4.5684 16.10 0.1674 16.60 1.4942 17.10 3.2010 16.20 0.3692 16.70 1.8216 17.20 3.5497 16.30 0.6117 16.80 2.1590 17.30 3.8951 6/23/95 Barghausen Engineers SMURFIT RECYCLING COMPANY STORM DRAINAGE CALCULATION page 10 ===================================================================== STAGE DISCHARGE TABLE COMBINATION DISCHARGE ID No. 3 Description: COM.l&2 Structure: 1 structure: Structure: 2 structure: Structure: STAGE <--DISCHARGE---> STAGE <--DISCHARGE---> STAGE <--0 I SCHARGE ---> STAGE <--DISCHARGE---> (ttl ---cfs·--------(ttl ---efs--------. (ttl ---efs---------(ttl ---ets--------- ======================================================================================================== 12.60 0.0000 13.90 0.1119 15.20 0.1582 16.50 1.3741 12.70 0.0310 14.00 0.1161 15.30 0.1612 16.60 1.6904 12.80 0.0439 14.10 0.1202 15.40 0.1642 16.70 2.0202 12.90 0.0537 14.20 0.1241 15.50 0.1671 16.80 2.3600 13.00 0.0620 14.30 0.1279 15.60 0.1699 16.90 2.7066 13.10 0.0694 14.40 0.1316 15.70 0.1727 17.00 3.0572 13.20 0.0760 14.50 0.1352 15.80 0.1755 17.10 3.4091 13.30 0.0821 14.60 0.1387 15.90 0.1782 17.20 3.7601 13.40 0.0877 14.70 0.1422 16.00 0.2069 17.30 4.1078 13.50 0.0931 14.80 0.1455 16.10 0.3509 17.40 4.4503 13.60 0.0981 14.90 0.1488 16.20 0.5554 17.50 4.7856 13.70 0.1029 15.00 0.1520 16.30 0.8004 13.80 0.1075 15.10 0.1551 16.40 1.0757 6/23/95 Barghausen Engineers SMURFIT RECYCLING COMPANY STORM DRAINAGE CALCULATION page 11 ===================================================================== LEVEL POOL TABLE SUMMARY MATCH INFLOW -STO--OIS-<-PEAK-> STORAGE ============================================================================= 1/2 2YR\24HR ROUTIN •••••.•••• 0.18 1.82 0.77 2.75 1.28 3.79 3 3 15.96 7 17247.78 16.21 8 19759.97 16.47 9 22519.20 WET POND VOLUME CALCULATIONS ·-.r-/::2 ~ i,' _' ::.. .' .' i , J ._:'.:> tv / I" .., _ .... ' Ir>_·r-' ..... ·~ \1= . .., (~'_I'-I l '-...,-,.,./ / \ ,. . ' (I ~:. L < !-c'i '-r:; -:::: '-"1 :J ..... _,,Ij - • 0 I-;JSOi7CM OF'~::'~-;~=:- ~ u-'1.00 1'21 L,--------40' --.----. -----1- l ( I ;f , 7 /l ')hrc~ eel/welpc r ;) wt// be: pf?ivJdcci 1<-/ /l;<)J, i/,) -9e.pa r ;:dc CCI(s c:::~c/; rncas-~u/I~r st.'xlii! '{tvf f)}j.;!r-~, 7l7e: 1/7/rd ['ell Wi// O"::-/;-/''!I J/I 1';'/"'111 c:,h'!"~<,_;' IV} .it.. -hl' .::5U ,!b-.',,;;: qrc!-?<-, -"" ('iIY 1,:/; / Gf3 7 s.;=: I ' WATER QUALITY CALUCLATIONS: BIOFILTRATION SWALE , ,. ,i, ~-.~::-~~------,,-----.. --- / '..;;;-.:.::). ' ". cJ. :333 ve;~'·,·,~:>. 30 r7 ~ 0, 5S- 2/.; ,:--/ ,~~>j/-;' L,,=:: B,c t'E, {. = /oy .-" ) c1?DE dL.·:J .::::.-' -:::'~;-:; Dc??T!-/ ~ :)1 , ' ) ,.'-: 'N , -'",- :).:.-/.:; /' ('~.c I v-__ L' .-,'//. /,:-:.: ... ...:, r,--' -, /: (I' 0 0 _',' , ;C, )' ,L-!-SH,-"J7Z7c/2 -./ -. 728 Fr z 8~ 0 L.F " / // g>:;..-c.-;1..,~_,-:,»;/ //'::/,s"'-"; l_ ) ~,~ ?-2. /,-,-,-:)--"" r-//' --:--/? -, .-- " Trapezoidal Channel Analysis & Design Open Channel -Uniform flow Worksheet Name: SMURFIT RECYCLING Comment: 200 LF SWALE DSIZING PER D.O.F. CRITERIA Solve For Bottom Width Given Input Data: Left Side Slope .. Right Side Slope. Manning's n ..... . Channel Slope .•.• Depth .......•.... Discharge ....... . Computed Results: Bottom Width ... . Velocity ........ . Flow Area ....... . Flow Top Width .. . Wetted Perimeter. Critical Depth ... Critical Slope •.• Froude Number .•.. 3.00:1 (H:V) 3.00:1 (H:V) 0.350 0.0200 ft/ft 0.30 ft 0.18 cfs 1.84 ft --EeCi)[)llZ-EJ:) 0.22 fps 0.82 sf 3.64 ft 3.74 ft 0.06 ft 4.65 ft/ft 0.08 (flow is Subcritica1) 200 K 3.b<l =-72.8 $·17 Open Channel Flow Module, Version 2.01 (c) 1990 Haestad Methods, Inc. * 37 Brookside Rd * Waterbury, Ct 06708 Trapezoidal Channel Analysis & Design Open Channel -Uniform flow Worksheet Name: SMURFIT RECYCLING Comment: 100 LF BIO-SWALE Solve For Depth Given Input Data: Bottom Width ..... Left Side Slope .. Right Side Slope. Manning's n .....• Channel Slope ... . Di scharge ....... . Computed Results: 8.00 ft -4e.n.J"'lt-W / PTII 3.00:1 (H:V) 3.00:1 (H:V) 0.350 0.0200 ft/ft 0.18 cfs e---Yzq-Zt:. Depth. . • • • • . . . . . . 0.14 ft _ Aero,,-'fC-PcPT7i Velocity......... 0.15 fps Flow Area........ 1.16 sf Flow Top Width... 8.83 ft Wetted Perimeter. 8.87 ft Critical Depth... 0.02 ft Critical Slope... 6.14 ft/ft Froude Number.... 0.08 (flow is Subcritical) Przo VIPEJ:;> 7307Tl:JM c5(.J72.~4cE ,4-7ZC4 100 I ;c 8 ( == 800 FT Z ____ GrzE,+7C72.-rtt/f-N /'Z? r:-rZ l2£9· 12IM/N. w:s.0,. D.lcj I FPEE(MEP 7 J B. a I Open Channel Flow Module, Version 2.01 (c) 1990 Haestad Methods, Inc. * 37 Brookside Rd * Waterbury, ct 06708 • • ,/'. ~ .. ~ .. .~.. ,Cf." • I I I I I I I I I I I / / . / / // gl ( ~ I I I I I I I , , : , I I .1 ·1 I I I I \ I . -'\ .. / " / -.-;,/ I1"'I:,,il "" "!I I • • v. CONVEYANCE SYSTEM DESIGN AND ANALYSIS ,,-, . CONVEYANCE SYSTEM ANALYSIS AND SI .BlE USING THE RATIONAL METHOD 1 Location Area C C·A Sum Te iR IR OR Pipe Typ. Slope OF V V I L T, Sub Basin Number (pipe (pipe 6:\ I (ft.) From To (ac) C·A (min.) (c.f.s.) (in.) n (ft. ft.) ful!l ful!l (min.) .E.l2#1 Celli 15a.<;/n AI 10.'13 (1. "'f) ,NJi o.l¥/ 17. 75 041 1.3!j 1.17 B .o/z 0.0/ /·53 3.7b ,4.2S-.~ C2.,i!:;L (!Rdl ('jJ 1t 4 13ttslh ,4 12-1.39 &i. If 0 I. Zl 1.21 18.oh o. ~I /·5'1 '2._S !!T .012 • IIP:3 .:1-.83 5-/2 5.42 17(0 (/. Bl:, • . BClSlns ,4.?J ';'~5 (!pn 'bli-? ~ toIJ/ Ba" /I?S '41 i" ~:z e: (!. 'B /. '4 ~-r-~-~~ fWilft. (!B IS e. 'BaSJI? /I"" o.</z ~.qo 0.38 o·7i 3 (::J; '14 0.<14 ISO 0.5'1 (p .0/2 0.0/ o. e"./ 3./0 .5.:>2-7S-0."1<> leB"'t: (!}JH,3 Bps/iJ -44 0. hI O.",q 04'2, oJ/Z 16.50 p.'!a /JI7 /.1'1 /2 ,()/£ .004 e·11 .:y·/I g·09 /2" o. he 1$11.3 r!5~4 'BQs/f) ,L)!> o./~ ().70 p.otJoi .ORr! I/~.f" o.-/t 145 /·3/ /2 .0/2-.005 ~·73 :3-'17 3£t ~()b 0.5'/ . I 7?a sIn,4r.. ~m h ,..;... ... I/.(J / 2. 12""" ,4/ ~ ell ~~ --'- EPJl-3 eg".t/ 8 fl" I i? /)t:. 0.1/ tI.lIO 0./0 (J.IO J2./j O.~3 140 P.JB b .01'2. (>.01 P·.bL s,/P 2·70 78 0.'18 I t!RIJI 1i!0,vn 'BaSIi') 4~ IJ..!JI Po 90 0.28 0.28 18. Of:, tJ.<=/Cl ,.3S 4·7'1. /8 ."';2 ;004 1.zo 4.~ ..tJ...3.1 .21. __ ,?!J 7). ,. nO;' ,.. :> 'rA ~ .J.. i ls' d, ,sl'a. r>~d lad t' "nCl ~~/u I~r l.~ ~ ~, ~dD, 'n-? I v cI I' . Project: 8mur.,4·, 'iZ-~"'//n9' c". R 1 PR Calcs tly: Job No: 5¥57 Location: 1/4_1/4 Sec._ TWP RGE. Date: b 1 241 qe;-D~na ~, '-~,(~/ Ea ... :y/:'; --/i./ h'>-· .... ,;I <: ;J, j~~~ j ~ i C-.:=:'1" >_ ./ ~"C ~ T~6 QZ5" ~ ',:".;"_~)("''-'. "~'.<" -~.-'~ .= 04/ -? d " / () .:;' " -! 30 , ~ • I /' i. ,,_~--~ -/ ,'cJ ,9 () ),/-::: '" )' ;;';;-,c) '" /f7 C,J s " -..1-~_!. /, P'l 1/zS-~ Qr= /, ,/ --; ?- /7 "c L''/ I'TYc£L '" v' :I "-dC, (! -::-.:).::'(:) L-== 3/ql = ,r'J /).' / /ij_ t:> ::;: ,;:;, (~)() C rt;/ -;>-: _ . ______ "\ 0'= 10 r ~5'/q.' ~,5 ( 2~;>.J 2. ::; .~!~ ) = /5_ 94 I'l},,/"j , _ r.r;o t ,)i __ r,C-; _0,:;5) _ , /fd ' /25--~ .::.-;;:;.b C/_7, ( J ~ 0'1/ T:z5--,:;. /'.3,. '7f~' /' (). ,::./.:,.'" = l 50 j) 2-5 :: >-0. ;,)) /';~SO) C O~q'2) =: O. 57 c/&, 375'''' -h:,' A/~Y, ~ y,,, cJ~ wi i), 0:, fS""'-I'/ /';/[/.5 =:::. /!f7 p,:;rY/ [:}!f:S :!.-::::' 0, 0,q -----/'2;; ID7-33S/{,:) '''/3.5')J_~;/Q-:' j ~/c!rri,'n e-/.52 !:J.'-,<?' _,.'-'-.~~ )25-= (2,;' ~ :I r _-!~::~_) -,,),/.:.~> ~ .J. ,?? -;;_;:-~ -=-<3 u !.' 0 ".f")' :;=; , d7 _ l"'I"~j I'; 0.::-~ (Obf){/,47X9. :;'/) -:=-0, b'2 :A, O r-I -• .Q /C.f-s -t" o. b2. elG ~ --~-;: ---::' /,: /!frC..:::(_·7 ,/, --';?: /,~:.. VJ,/ ;P::: r"J.-' :J j ,.:.0: ~ :,? (;:;:=;;, >' .~,::" !.-I.I -,~? ." , 0,70 f/.J -" ! /.3/ e Y .,. ---, /5;)5'/ /;. /lre-1.2 .::: O. /;' 0'" ,:3. ~ /, I:J cc 3.1)(o.5::)-- J:-.:--::-I v'. :.~ -) ). t. _.? j'> .:1, 10f .J. ~l-.J L" liS' :; .... o. ,Q3,"?/' /c ::-/) -!-/-'S-. Qr= (Z{,-(,,)(t8, D;' -0,:'0..; = 0. <') -.3, ~. )'), "0) :;;"")).3J) .) __ ,!} ,-O. -,,'j. 0',38 ::::/ .. "S-!-C>~ /8 c:-~'.;' ./-/~.? .~ >-J. /' ~'~ ,Y.: :_. 5" KIN G C 0 U N T Y. WAS H I N G TON. SUR F ACE W ATE R DES I G N MAN U A L . , YEAR 24-HOUR PRECIPITATION ISOPlUVIAlS OF 25-YEAR 24-HOUR TOTAL PRECIPITATION IN INCHES o 1 2 3 4 S 6 7 B Milos 1; 300,000 3.5.1-11 , 1/90 • VI. SPECIAL REPORT AND STUDY • Vll. BASIN AND COMMUNITY PLAN AREAS I' -\ \. r . l .J,' I ... _~. b ,'] \ 11, I -' i'- I , e ~, ~ , ,I ,I " I' j, ; ';; .' , .' .' .' r I I I f ! o I, " o " o o M , , " '~" l' " Ii " , I '. , Iii , /1 , '., , ,I I /1' , I" !j \ '" .. II p "," , ." !; \ , " J , !,' .~:~;/' I, -'. -" ." ~ I . ~ .... ···r.··. ". \.'" " !' " III r ; ~. " I; :/ ... ::0-_ • . ,.,..' M ~ on ... s;r.. \ i!: I 'I I' A ;~:~",; ~', Ii . \"c ~,~ " , ',. i IJI' I'! , '-;1' ') i' f.' ,:.\~ .'!.,.; " , !, ,I' \ , '," , .. " ~ t ," f \1 1 ,i, , !I ., ;1; ! i! ,.1 1 c-(f) c-co Z "0 CD -"0 C C 00 ::J ::J <! 0 S QJ III ~ c c U.I , 'iii c 8'" ~ ~ ~ ~!R 0- Q .... 0 h Z '(ij' :J - (j) ~ ::2 C I ~. ( '\ l! '",-J/ ___ I) II ~ • ~c ~ . . - E .'= CD co. .0. "', >" ~. 0'0 'I; o_ u. ~;: ~g~ " 0 8"- "If h .// r -:r' ., /f] V J'--" \,: ( \ ' j ,r" , , -"~"'1 !J :' I " .' " . -\ .... '" 'I , I ( / l ;' , o \ \ \ .I ~ VIII. OTIIER PERMITS • IX. EROSION/SEDIMENTATION CONTROL DESIGN IX. EROSION I SEDIMENTATION CONTROL DESIGN Erosion and sedimentation control plans and calculalions have been submitted to the City of Renton as a separate submittal package. Therefore TESC calculations will not be included with this report. • XI. MAINTENANCE AND OPERATION MANUAL XI. MAINTENANCE AND OPERATION MANUAL • This is a description of the proper maintenance needed for the detention/wet ponds for this project. The detention and wet ponds within this project are open ponds which will' have a dead water storage depth of approximately three to six feet with the possibility of live storage of approximately two' to three feet. To obtain access to the control structure; a 15-foot wide gravel road has been provided. It is necessary to unlock the lid and remOve the cover in order to access the catch basins. Once access is obtained into the manhole, it will be necessary to remove the accumulated silt and debris within these structures. The maintenance of this facility, as well as the bottom of the pond and wetpond should occur at least on a bi-annual basis. Inspect/remove any debris that might be deposited before and after the rainy season or major storms. To remove, sediment from the cells that have standing water in it, jt will be necessary to pump the water from the ponds. Pumps can be set in the access structures which are located between the cells. A minimum three horse power sized pump should be used . to remove the water from the dead storage areas of the pond facility. The pump should be set up to pump from these access manholes and discharge into the biofiltration swale area. It may be necessary to set straw bales within the swale area to keep sedimentation from migrating downstream of this system. A minimum two sets of bales should be included within the bibswale prior to this pump water discharging into the stream. The on-site storm drainage pipe conveyance system will need to be inspected periodically in accordance with the 1990 King County Drainage Manual (see attached). Remove any trash, debris, or sedimentation build-up which could block free flow of surfac.e water runoff on an annual basis as a minimum, as well as in the event of any unusual conditions such as a blockage or flooding conditions. The biofiltration swale will also need scheduled maintenance in accordance with the 1990 King County Drainage manual. Trash and debris exceeding one cubic foot per 1,000 square feet of the ditch shall be cleared and removed from the biofiltration swale. All accumulated sediment· which exceeds 20 percent of the design depth, approximately 0.1 feet of accumulated depth shall be removed from the biofiltration swale. Inspection and maintenance of the biofiltration swale should be completed using the same schedule as for the ponds. -12-3313.015 (HPG/tbJ KIN G C 0 U N T Y. WAS H J N G TON. SUR F ACE W ATE ROE S I G N MAN U A L MAINTENANCE REQUIREMENTS FOR PRIVATELY MAINTAINED DRAINAGE FACILITIES' NO.1 -PONDS Maintenance Component General Side Slopes of Pond Storage Area Pond Dikes Emergency Overflow/Spillway Defect Trash & Debris Poisonous Vegetation Pollution Unmowed Grassl Ground Cover Rodent Holes Insects Tree Growth Erosion Sediment Settlements Rock Missing ConditIons 'When Maintenance I. Needed Any trash and debris which exceed 1 cubic foot per 1000 square feet (this is about equal to the amount of trash it would take to fill up one atandard size office garbage can), In g6·.1er81. there should be nO visual evidence of dumping, Ally poisonous vegetation which may constitute a hazard to County personnel or th$ public, Examples of poisonous vegetation include: tansy ragwort, pOison oak. stinging nettles, devils club, Oil, gasoline, ~r other contaminants of one gallon or more 2! any amount found that cou·:d: 1) cause damage to plant, animal, or marine life; 2) constitute a fire hazard; or 3) be flushed downstream during rain slorms. tf facility is located in private residential Atea, mowing Is needed when gt8S$ exceeds 18 inches In height. In other areas, the general policy is to make the pond site match adjacent ground cover and terrain as long as there Is no interference with the function of the facility. Ally evidence of rodent holes if facility is acting as a dam or berm, or any evidence of water piping through dam or berm via rodent holes. When insects such as wasps and hornets intertere with maintenance activities. Tree growth does not aJlow maintenance access or interferes with maintenance activity (I,e,. slope mowing, silt removal, vactoring or equipment movements). If trees are not interlering with access, leave trees alone. Eroded damage ovet 2 inches deep where cause of damage is still present or where there is potential for continued etosion. Accumulated sediment that exceeds 10% of the designed pond depth. Any part of dike which has settled 4 inches· tower than the deSign elevation, Only one layer of rock exists above native soil in area five square feet or larger. or any exposure of native soil. A-I Results Expected When Maintenance Is Performed Trash and debris cleared from site. No danger of poisonous vegetation where County personnel or the public might normally be, (Coordination with SoaHle/King Counly Health Departmenl) No contaminants present other than a surface film. (Coordination with So,Hle/King Counly Health Department) lNhen mowing Is needed, grass/ground covet should be mowed to 2 inches in height. Rodents destroyed and dam or berm repaired. (Coordination with Seattle! King County Health Department) Insects destroyed or removed from site. Trees do not hinder maintenance activities. Selectively cultivate trees such 8S alders for firewOod, Slopes should be stabilized by using appropriate erosion control measure(s): e.g" rock reinforcement. planting of grass, compaclion, Sediment cleaned out to designed pond shape and depth; pond reseeded if necessary to control erosion. Dike should be built back to the design elevation. Replace rocks to design standards. 1,90 KIN G C 0 U N T Y, WAS H I N G TON, SUR FA C E W ATE R DES I G N MAN U A L '.1O. 2 -INFILTRATION Maintenance Component General Storage /vea Filler Bags ck RUers Defect Trash & Debris Poisonous Vegetation Pollution Unmowed Grassl Ground Cover Rodent Holes Insects Sedimen1 Sheet Cover (ff Applicable) Sump Filled With Sediment and Debris (H Applicable) Filled with Sediment and Debris Sediment and Debris Condition. When Maintenance I.NHd.d See "Ponds' Standard No. See "Ponds· Standard NO.1 See ·Ponds· Siandard No. 1 See "Ponds· Standard No. 1 See "Ponds· Standard No. 1 See "Ponds" Standard No.1 A percolalion 1est pit or t •• t of facility indicate. facility i. only working at 90% of its designed capabilities. Sheet cove; Is ~slble and has more than three t/44nch holes in ". Any sediment .and debris filling vault to 10% of depth from sump bottom to bottom of outlet pipe or obstructing flow into the connector pipe. Sediment and debris fill bag more than 1/2 full. By visual inspection little or no water flows through filter during heavy rain storms. A-2 • Results Expected Whon Maintenance I. Performed See ·Ponds Standard No.1 See ·Ponds Standard No. f See ·Ponds Standard No. 1 See ·Ponds Standard No, 1 See ·Ponds Standard No.1 See ·Ponds Standard No.1 Sediment is removed and/or facility is cleaned so that infiltration syslem works according to design. Sheet cover repaired or replaced. Clean out sump to design depth. Replace filter bag or redesign system. Replace gfa~el in rock filter. 1/90 KIN G C a U N T Y, WAS H I N G TON, SUR F ACE W ATE R DES I G N MAN U A L NO.3 -CLOSED DETENTION SYSTEMS (PIPES/TANKS) Maintenance Component Storage Area Manhole Catch Basins Defect Plugged Air Vents Debris and Sediment Joints Between Tank/Pipe Section Tank/Pipe Bent 0u1 of Shape Cover not in Place Locking Mechanism Not Working Cover Difficult to Remove Ladder Rungs Unsafe Conditions When Maintenance J. Needed One-half of the cross section of a vent is blocked al any pOint with debris and sediment. . Accumulated sediment depth exceeds 10% of the diameter of the storage areA for 1/2 length of storage vault or any point depth exceeds 15% -of diameter. Example: 72·inch storage tank would require cleaning when !WIdiment reaches depth of 7 inches for more than 1/2 length of tank. MY Clack allowing material to be transported Into facility. Arly part of tank/pipe is bent out of shape more than 10.% of its design shape. Cover Is missing or only partially in place. Any open manhole requires maintenance. Mechanism cannot be opened by one maintenance person with proper tools. Bolts into frame have less than 1/2 inch of thread '(may not apply to self~ocking lids). One maintenance person cannot remove lid aft.r applying 80 pounds of lift. Intent is to keep cover from sealing off access to maintenance. King County Sefety Office and/or maintenance person judges that ladder is unsafe due to missing rungs. misalignment. rust. or cracks. Se. "Catch Basins" St.nd",d NO.5 A-3 • Results Expected When Maintenance I. Performed Vents free of debris and sediment All sediment and debris removed from stol8ge 8rea. All joints between tank/pipe sections are sealed. Tank/pipe repailed or replaced to design. Manhole is closed. Mechanism opens with proper tools. Cover can be removed and reinstalled by one maintenance person. Ladder meets design standards and allows maintenance persons safe access. See -Catch Basins· Standard No.5 1/90 KIN G C a U N T Y, WAS H I N G TON, SUR FA C E W ATE R DES I G N MAN U A L JO. 4 -CONTROL STRUCTURE/FLOW RESTRICTOR Maintenance Component General Oeanout Gate Orifiee Plate Ov.rflow Pipe Manhole Catch Basin Defect Trash and ~b(is (Includes Sediment) Structural Damage Damaged or Missing Damaged or Missing Obstructions Obstructions Condltlona When Maintenance I. Ne.ded Distance betwe-en debfis build-up and bottom of orifice plate is less than 1·1/2 "feet. Structure is nol securely attached to manhole wall and outlet pipe structure should support at r.ast 1.000 pounds of up or down pressure. Structure is not in upright position (allow up to 10% from plumb). Connections to outlet pipe are not watertight and show algns 01 rust. A11y holes -other than designed holes - In the structure. aeanout gate Is not watertight or Is missing. . Gate cannot be moved up and down by one maintenance person. Chain leading to gate is missing or damaged. Gate is rusted oyer 50% of its surface area. Control device is not working property due to missing, out of place, or bent orifice plate. Any trash, debris, sediment, or vegetation blocking the plate. MY trash or debris blocktng (or having the potential of blocking) the overllow pipe. See "Oosed Detention Systems" Standard No.3. See -Catch Basins" Standard No.5. A-4 · Result .. Expected When Maintenance Is Performed All t(ash and debris removed. Structure securely attached to wall and oullet pipe. Structure in correct position. Connections to ouUet pipe are watertight; structure repaired or replaced and works 8$ designed. Structure has no holes other than designed holes. Gate is watertlghllnd works as designed. Gate moves up and down easily and is watertight. Chain is in place and works as designed. Gate is repaired or replaced to meet design standards. Plate is In place and works as designed. Plate is free of all obstructions and works as designed. Pipe Is tree of all obstructions and works as designed. See -Closed Detention Systems" Standard No.3. See "Catch Basins· Standard No.5. 1190 K [ N G C 0 U N T Y, WAS H [ N G TON, SUR FA C E W ATE ROE S [ G N MAN U A L NO.5 -CATCH BASINS Maintenance Component General Oerect Trash & Debris (Includes Sediment) Structural Damage to Frame and/or Top Slab Cracks in Basin Walls/Bottom Settlement; Misalignment Fire Hazard Vegetation Pollution Conditions When Maintenance I, Needed Trash or debris of more than 1/2 cubic foot which is located immediately in front of the catch basin opening or is blocking capacity of basin by more than 10%, Trash or debris ~n the .basin) that exceeds 1/3 the depth from the bonom of basin to invert of the lowest pipe into or out of the basin. Trash Of debris in any inlet or outlet pipe blocking more than 1/3 of its height. Dead animals or vegetation that could generate odors that would cause complaints or dangerous gases (e.g., methane). Deposits of garbage exceeding 1 cubic foot in volume. Corner of frame extends more than 3/4 inch past curb face'into the street Of applicable). Top slab has holes larger than 2 square inches or cracks wider than 1/4 inch Ontent is to make sure aU material is running into the basin). Frame not sitting flush on top slab, i.e •• separation of more than 3/4 inch of the frame from the top slab. Cracks wider than 1/2 inch and longer than 3 feet, any evidence of soil particles entering catch basin through cracks, or maintenance person judges that structure is unsound. Cracks wider than 1/2 inch and longer than i '''ut at the joint o~ any ir.!e!/c'..!He! pipe or any evidence of soil particles entering catch basin through cracks. Basin has settled more than 1 inch or has rotated more than 2 inches out of Presence of chemicals such as natural gas, oil. and gasoline. Vegetation 'growing across and blocking more than 10% of the basin opening, Vegetation growing in inlet/outlet pipe joints 'that is more than six inches tall and less than six inches apart. Nonflammable chemicals ot more than 1/2 cubic foot per three feel of basin length. A-5 • Reaultli Expected When Maintenance I. Performed No trash o( debris located immediately in front of catch basin opening. No trash or debris in the catch basin. Inlet and outlet pipes free of trash or debris. No dead animals Of vegetation present within the catch basin. No condition present which would attract or: support the breeding of Insects or rodents, Flame is even with curb, Top slab is free of holes and cracks. Frame is sitting flush on top slab. Basin replaced or repaired to design standards. No cracks more than 1/4 inch wide at the joint of in!e!/0'..!!!~! ;"';;"'''' Basin replaced or repaired to design standards. No flammable chemicals present. No vegetation blocking opening to basin. No vegetation or root growth present. No pollution present other than sur1ace film. 1/90 KIN G C 0 U N T Y, WAS H I N G TON, SUR FA C E W ATE R DES I G N MAN U A L NO, 5 -CATCH BASINS (Continued) Maintenance Component Calch Basin Cover !.add« Metal Grate. Of applicable) Defect Cover Not in Place Looking Mechanism Not Working Cove( Difficult 4? Remove Ladder Rungs Unsafe Trash and Debris Oamaged or Missing Condltlona Whon Malntenanco I. Neoeded Cover is missing or only partially in place. My open catch basin requires maintenance . Mechanism cannot be opened by one maintenance person with proper tools, Bolts Into frame have less than ,1/2 Inch of thread. One maintenance person cannot remove lid after applying 80 lb •. of lift; Intent is keep cover from sealing off access to maintenance. ladder is unsafe due to m1ssing rungs, misalignment, (ust, cracks, or sharp edge •. Grate wit~, opening wider than 7/8 inch. Trash and debris that is blocking more than 20% of grate surface. Grate missing or broken member(s) of the grate, A-6 • Ros.ult .. Expected When Maintenance la Performed Catch basin cover is closed, Mechanism opens with plOper tools. Cover can be removed by one maintenance person, Ladder meets design standards and allows maintenance person safe access. Grate openings meet design standards. Grate free of trash and debris. Grate is in place and meets design standards. I!90 KIN G C 0 U N T Y, WAS H I N G TON, SUR FA C E W ATE R DES I G N MAN U A L NO.6 -DEBRIS BARRIERS (e.g. Trash Racks) Ma.lntenance Component General Metal Defoet Trash and Debris Damaged/ Missing Bars Condttlon. When Maintenance I. Needed Trash or debris that is plugging more than 20% of the openings in the barrier. Bars a'e bent out of shape mora than 3 inches. Bars are missing or entire barrier Is missing. Bars are loose and rust is causing 50% deterioration to any part of barrier. A.7 • Results Expected When Maintenance is Performed Barrier clear to receive capacity flow. Bars In place with no bends more than 3/4 inch. Bars in place according to design. Repair or replace barrier to design standards. 1/90 KIN G C 0 U N T Y, WAS H I N G TON, SUR FA C E W ATE R DES I G N MAN U A L NO.7 -ENERGY DlSSIPATORS Maintenance Component External: Rock Pad Dispersion Trench Manhole/Chamber Defect Missing or Moved Rock Pipe Plugged with Sadiment Not Discharging Water Properly Perforations Plugged Water F'JWs Out Top 0; "Distributor" Cotch Bosln Receiving Area Over-Saturated Worn or Damaged Posts. Baffles, Sides of Chamber Other Defects Condition. When M.lntenance II Needed Only one layer of rock exists above native soil in area five square feet or larger, Of any exposure of native soil. Accumulated sediment that exceeds 20% of the design depth. Visual evidence of water discharging at concentrated points along trench (normal condition is a ·sheet flow· of water along trench). Intent is to prevent erosion damage. OIel 1/2 of perforations in pipe are plugged with debris and sediment. Maintenance person observes water flowing out during any storm less than the design storm or It Is causing or appears likely to cause damage. Water in receMng area Is causing or has potential of causing landslide problems. Structure dissipating flow deteriorates to 1/2 or original size or any concentrated worn spot exceeding one square foot which would make structure unsound. See "Catch Bosins" Standard No. 5 A-8 Re.utt. Expectod When Maintenance II Performed Replace rocks to design standard. Pipe cleaned/flushed so that it matches design. Trench must be redesigned or rebuilt to standard. Clean 01 replace perforated pipe. Facility must be rebuilt or redesigned 10 standards. No dan.ger of landslides. Replace structure to design standards. See "Ca!ch easins" Standard NO.5 1190 KIN G C 0 U N T Y, WAS H I N G TON, SUR FA C E W ATE ROE S I G N MAN U A L NO.8 -FENCING Maintenance Component General Wire Fences ~fect Missing or Broken Parts Erosion Damaged Parts Deteriorated Paint or Protective Coating Openings In Fabric Conditions When Malnh!mance I. Needed Any defect in the fence that permits easy entry to a facility. Parts broken or missing. Erosion more than 4 inches high and 12· 18 inches wide permitting an opening under a fence. Posts out of plumb rno:e than 6 inches. Top rails bent more than 6 inches. Any part of fence (Including posts, top rails, and fabric) more than 1 foot out of design alignment. Missing or loose tension wire. Miaslng or loose barbed wlr. that Is sagQing more than 2~1/2 inches between posts. Extension arm missing, broken, or bent out of shape more than 1·1/2 inches. Part or parts that have a rusting or scaling condition that has affected structural adequacy. Openings in fabric are such that an 8- inch-diametef ball could fit through. A-9 • Reault. Expected When Maintenance ,_ Performed Parts in place to provide adequate security. Broken or mi~s.ing parts replaced. No opening under the fence that exceeds -4 inches in height. Posts plumb to within 1-1/2 inches. Top rail free of bends gr~ater than 1 inch. Fence is aligned and meets design standards. Tension wire in place and holding fabric. Barbed wire in place 'with less than 3/4- inch sag between posts. Extension arm in place with no bends larger than 3/4 inch. Structurally adequate posts or parts with a uniform protective coating. No openings in fabric. It90 KIN G C 0 U N T Y, WAS H I N G TON, SUR F ACE W ATE R DES I G N MAN U A L JO .. 9 -GATES Maintenance Component General Oofec:t Damaged or Missing Members Openings In Fabric CondltJon, When Maintenance I. N..d~ Missing gate or locking devices. Broken or missing hinges such that gate cannot be easily opened and closed by a m.aintenanoe person. Gate I. out of plumb more than 6 Inch •• and more than 1 too', out of design alignment Missing stretcher bar, stretcher bands, and ties. See "Fencing" Standard NO.8 A-tO • R.aulta Expected 'Nhen M.lntenanee ,. Performed Gates and locking devices in place. Hinges intact and lubed. Gats is working freely. Gate is aligned and vertical. Stretcher bar, bands, and ties in place. SGe ~Fencing~ Standard No. a 1,190 KIN G C 0 U N T Y, WAS H I N G TON, SUR FA C E W ATE ROE S I G N MAN U A L NO. 10 -CONVEYANCE SYSTEMS (Pipes & Ditches) Maintenance Component Pipes Open Ditches Cstch Basin. Debris Barriers (e.g., Trash Rack) Defect Sediment & Debris Vegetation Damaged Trash & Debris Sediment Vegetation Erosion Damage to . Slopes Rock Uning Out 01 Place or Missing (K Applicable) Condition. When Maintenance 'S Needed Accumulated sediment that eXCElsds 20% of the diameter of the pipe. Vegetation that reduces free movement of water through pipes. Pr01ective coating is damaged; rust is causing mOJe than 50% deterioration to any part of pipe. Any dent that decreases the cross section areB of pipe by more than 20%. Trash and debris exceeds 1 cubic foot per .1,000 square 188t of ditch and slopes. Accumulated sediment that exceeds 20% of the design depth. Vegetation 'that reduces free movement of water through ditches. See "Ponds" Standard No. , Maintenance person can see native soil beneath the rock lining. See "Catch Basins· Standard NO.5 See "Debris Barriers~ Standard No.6 A-U • Reault. Expected When Maintenance Is Performed Pipe cleaned of aU sediment and debris. AJI vegetation I.moved so water flows freely through pipes. Pipe repaired Qr replaced. Pipe repaired or replaced. Trash and debris cleared from ditches. Ditch cleaned/flushed of all sediment and debris so that It matches design. Water flows freely through ditches. See ·Ponds" Standard No. 1 Replace rocks to design standard. See "Catch Basins" Standard No. 5 See "Debris Barriers· Standard No.6 IfjO KIN G C 0 U N T Y, WAS H I N G TON, SUR FA C E W ATE R DES I G N MAN U A L 10. 11 -GROUNDS (Landscaping) Maintenance Component General Trees and Shrubs Delect Weeds (Nonpoisonous) Safety Hazard Trash or Utter Damage Conditione When M.lntenance I.NHdod Weeds growing-in more than 20% of the landscaped e.rea, (trees and shrubs only). Any presenoe of poison ivy or other poisonous vegetation. Paper, can, bottles. totalling more than 1 cubic foot wftttln a landscaped area (trees and shrubs only) of 1,000 square feet. Umbs or parts of trees or shrubs that are split or broken which affect more than 25% of the total foliage of the tree or shrub. Trees or shrubs that haw been blown down Of knocked over. Tre.s or shrubs which are not adequately supported or are leaning over, causing exposure of the roots. A-12 • Resuttl Expected When Maintenance I. Performed Weeds present in less than 5% of the landscaped area. No poisonous vegetation present in a landscaped area. Alea olear of litter. Trees and shrubs with less 1han 5% of the total foliage with split or broken limbs. Tree or shrub in place free 01 injury. Tree or shrub In place and adequa1ely 8upported; remove any dead or diseased trees. 1/90 KIN G C a U N T Y, WAS H I N G T Q. N, SUR FA C E W ATE R DES I G N MAN U A L NO. 12 -ACCESS ROADS/EASEMENTS Malnt'mance Component General Road Surface Shoulders and Ditches Defect Trash and Debris Blocked Roadway Settlement. Potholes, Mush Spots, Ruts Vegetation In Road Surface erosion Damage Weeds and Btush Condition. When Maintenance I. Needed Trash and debris exceeds 1 cubic foot pel 1,CXXJ square feet. i.e .• trash and debris would fill up one standard size garbage can. Debris which could damage vehicle tires (glass or metal). My obstructions which (f.duce clearance above road surface to less than 14 feet. Any obstructions (esttieting the access to 8 10-to 12-foot width tor a distance of mole than 12100t or any point restricfing access to less than a 10-foot width. When any surlace defect exceeds 6 inches in dept" and 6 square feet in area. In g.neral. any 8urface defect which hinders. or prevents maintenance access. Weeds growing in the road surlace that are more than 6 inches tall and less than 6 inches apart within a 400-square·1oot area. Erosion within 1 foot 01 the roadway more than 8 inches wide and 6 inches deep. Weeds and brush exceed 18 inches In height or hlnd.r maintenance a0C8sS. A-I3 • Results Expected When Maintenance Is Performed Trash and debris cleared from site. Roadway free of debris which could damage tires. Roadway overhead 9Iear to 14 feet high. Obstruction removed to ailow at least a 12·foot access. Road surface uniformly smooth with no evidence of settlement, potholes, m!Jsh spots, or ruts. Road surface free of weeds taUer ,than 2 inches. Shoulder free of erosion and matching the surrounding road. Weeds and brush cut to 2 inches in height or cleared in such a way as to allow maintenance access. 1/90 K [ N G C 0 U NT Y, WAS H [ N G TON, SUR FA C E W ATE ROE S I G N MAN U A L RETENTION/DETENTION SUMMARY SHEET • Development ____________________ Date Location ENGINEER DEVELOPER Name _____________ __ Name ___________ ~---- Finn ______________ _ Firm ______ --'-________ _ Address _____________ _ Address ______________ _ Phone Phone • Developed Site acres Number of Lots • Number of Detention Facilities On Site • Detention provided in regional facilny 0 Regional Facimy location ____________________ __ • No detention required 0 Acceptable receiving waters • Downstream Drainage Basins Immediate Major Basin BasinA __________ _ Basin B __________ _ BasinG __________ _ Basin D __________ _ TOTAL INDIVIDUAL BASIN Drainage Basin(s) A B C 0 ! I Onsile Area otfsile Area Type of Storage Facility Live Storage Volume Predeveloped Runoff Rate 2 year 10year Postdeveloped Runoff Rate 100 year 2 year 10year DevelopedQ 100 year Type of Restriction . \ Size of Orifice/Restriction Orifice/Restriction No,l NO,2 NO,3 No.4 No.5 Sletr. ProJect No. _____ _ SUBTOTAL Rlft"AClE '371W"UI~.""U 1m 112e ... ,. Pag~ ... Sle"a Pro~CI No. _____ _ SUBTOTAL I'OIlAAOI ........ oloot."'u '"' 'n ..... ~ Page 6 • Row DlI'JHII'1II111 Tnmch ''',w ......... "" ..... ?/,~,., 1.100 .... + 15.00 Sllnl Pror.ot No. _____ _ LF SU8TOTAl FOftI'ACI! PBoe b . Siena Project No. _____ _ • SUBTOTAL 'SUM ALL PAGESI: ____ _ 30" CONTINGENCV'" MOBIUZAnON: _____ _ TOTAL: 'BI Ouantities ab _ were completed by: Signature: ____________________ _ PE Registration Number: ___ "--___________ ~ Firm Name: ________________ _ Address: ==================== 11>1. «<lion to bo C<JmphItM by Klnt1 Ccunty BOND COMPllTATIONS: Sf J!>ct No. _____ _ Oat.: ______ _ Telephone Number: _____ _ PEAFORMAN!:;g BOND ~MQ!1tlI& .·MAfNllNANcg BOND AMQ!1tlI J:EFECT BQND AMOUtlI StabillzatlonlEtoslon SedIment Control (ESC) Exbllng RlghH>/.W.., Improvements Flllure Public ROO<! lniprovements PrIvate Improvements RID Facltitles Ind Conveyance Systems TOTAL PeRFORMANCE BOND AMOUNT RIGHT-OF-WAY & SITE R£STORATION BOND (FIrst t7.6oo of bond ahall be "sII.) PERFORMANCE BOND TOTAL AFTCA BOND REDucnDNS CT-A,9 OR C) COl lEi IF) m fD+EI 11 '12 13 NOTE: Tho WOfd "bond" Is used to represent any ftnancfal guarantee accePtable to King County. OrIginal bond computations prep ..... br. ___ ------ ""'_ .... iRIU ... ,,,._ Page 8 IE+FJxO.2S -_______ _ i Oate: ____ -,_ ·.0.1. -_________ _ Signature of Person ~ng I!o<1d Reduction '1 Dat& 12 ------~----~D~a~t. 13. ________ ~~ -bate NOTE: TOIIII bond _ '61." •• oft ... ___ nOt be .... than 30"" cit tile ocfglnol """"'"' '" tile ...., of tho mafm.nance end defect amount1 shown 1Ibov.~ whlcheYer It greater. •