The URL can be used to link to this page

Home My WebLink AboutMiscI 3 /7i pp z O O D C Q v -�i rrnn CA N rn CA a o ' WALGREENS #12497 sw .° .n.I.o 4105 NE 4th STREET 3 �� RENTON, WA For PHILLIPS ED15ON & COMPANY WALGN PANEL: 5 9.3 7 S.F. MANUAL REAIDERBOARQ; 42.50 S.F. TOTAL SIGN AREA: 101.87 S.F. LES SCHWAB PANEL ' PANEL AREA: 43.97 S.F. `, TOTAL SIGN AREA: 145.84 S.F. sign can project up toEft into required yard. sigm can be up to 40ft high and 150 sf.ea face V � 7'-1Y" � c *__5011_4 15'-0" W LES SCHWAB SIGN 15' - Q" 7'- 6„ o rcn;lecr rc Thomas Thompson, AIA Proposed: yyALGREENS #12497 4105 NE 4th STREET C cell: 206-4 09-755 a p 36629 1- 629-39655435 RENTON, WA a c fax: 36 0 a E 296l9 15lhAe°jeNE for RENTON-NORTHWEST LLC enliilemenrs Slonwood. WA 98292 Sheet: v v� 4mjC;(DOW—' O6'0999 q a C -y $88$$$$$ aa a yE „ ss �F� g we �I � � � Was u _RP a wica9"� E I'm bA €€E��ti� F F F�� F u 1;_z ��F F, a £�_:c e � � �� R „has - �g3 aR " �mi "• 3 � a o-dosaFim � q $ o ;7a�m ,im i a3 ° :cF a �Si a, SN R$t. �:- sly F N j fuFt9 ""a, Mall R$Niv R qF�e so & sw 66'0 C7 D 5,500 _ i _ IIgggg §8§ � gggg gggqpyyp .�I -112 I - 77 .Ew! q;r- ,n G; BaT 11 ' I� l 9n$ 4 a r n - SA o `x� $, < iti.� :JA4 �/i"i�J to 89 sz� zr Z - = q sQSF� _A Ch 8° 4% v� m j II 77" w \ O (J C f _ .r \ \ \ \` •\ m. .�� 69.71•.. 63 rEll q2M I� I isYr 1 \ _•,•� saU. 2D307 W um ro �g I- 9 of con Walgreens #12497 Si -an Variance, LUA08-136, V-A, V-A Project Time Line: Action Date Sign Variance LUA08-136 Sign Permit #S080207 Ordinance No. 5437 Application Submitted 11-14-2008 Application Accepted 11-26-2008 Comment Period Began 11-26-2008 Applied for Sign Permit 12-03-2008 Comment Period Ends 12-10-2008 Ordinance No. 5437 Entered into Record 12-16-2008 Variance Decision Date 12-18-2008 Ordinance No. 5437 Effective Date 12-18-2008 Appeal Submitted by Applicant 12-31-2008 at 1:40 pm Variance Appeal Period Ends 12-31-2008 at 5:00 pm Sign Permit Issued 01-26-2009 Hearing Examiner Appeal Hearing 02-10-2009 EXHIBIT B „0 S. a i \ a ;er o 19z,cs�a•i �I _ ''�IIIIIil�II� J y t tkgqkkgk � �E � �B�N�� I 4k 4kkC g a g — ,�,rta Bu4su[a $ E d LO Q� ff Q V7 LU LU O L Now i oos's 7- - �� '' e xa' s a aR ■- s l�ge� A0�a u;m, _ „� a; ,a R� u°iw 3Q• z6 �8g�gu°a°"^aB�Y Y a m „cF,y �=sa :gg�g�s� has i��.- ,�,:� �; � s � ''s=.a� agh in sg� Yay3s s a: :c s e � R UCa c= t C 06C rj Wv cjc� n �CO� CX� , CU G Oc9E� O III m x W f ,kNV0400'6 NOSIo3 ShcTllHd JOI Z VM 'NOIN321 133]NIS LO 3N 901b a &" L&VZl#SN39191VM _ I 9� 1 ♦ � i�� n � n jr�j f a r i° F a1 14 — r ku AU j ku g. t ' H Q ' out' z uj q V, N m x W 96v1v ve�e� ,.0 Lj e vt .x _i -� SIX3 6 a 1H 113 '�A1713d621d �� a '� I (• MIN <o�l V LO _� N N' W l� ,�(. o I I -?'oo ~•urxu .uF � J;54i� L/7 W T x_ � N sty LO TrIl I - aas's g u e = a 5 Y ih �R E a�_ o. 9� � s� :� = �' '� ` pie A � ■ S a rr yly 1c ��:, xe �FaIIsy§sa ysy�4x�s adYl�� gi3�'e � � eW bµfWo 43ae 4� R_S af` Rig We �y� a e oil �¢��9, g 4 Sol �; C =�log I� r�„ �. Imo)56 GY n 1 c) nG�r� C� a Eq W c Shopping Centers and Sims Per RMC 4-4-100C.10 Off Premises Signs are prohibited... whether the development is a shopping center or not a shopping center. Per RMC 4-11-190 SIGN, ON -PREMISES: A sign which displays only advertising copy strictly incidental to the lawful use of the premises on which it is located, including signs or sign devices indicating the business transacted at, services rendered, goods sold or produced on the immediate premises, name of the business, person, firm or corporation occupying the premises. If it was determined that these two developments were a shopping center RMC (4-4-100E.5.d) would further restrict their signage than is currently allotted; based on the following: V't4 G U1 y 10C d. Shopping Centers: Shopping centers less than ten (10) acres may install: Freestanding Signs: One freestanding sign for each street frontage of the shopping center. Each sign shall not exceed an area greater than one and one-half (1-1l2) square foot for each linear foot of property frontage, not to exceed one hundred fifty (150) square feet per sign face and a maximum of three hundred (300) square feet including all sign faces. (This reduced the number of Freestanding Signs the development can have by one Freestanding Sign) EXHIBIT C Ll LandAmerica Commercial Services Lawyers 'title Insurance Corporation Two Union Square, 601 UnionStreet Suite 1-1.00 Seattle, WA 98101` Phone: 206-628-2822 Toll Free: 1-800-232-8388 Fax: 206-628-0631 Thank you for choosing LandAmerica! Please Note: LandAmerica's title searches in King, Snohomish and Pierce Counties are produced by our Lawyers agent, Northpoint. • The expert title and escrow personnel at LandAmerica continue to provide superior handling of all title matters and closings. • Policies continue to be available from your choice of the LandAmerica underwriters: Lawyers Title Insurance Corporation or Commonwealth Land Title insurance Company. • Transnation Title Insurance Company has merged into Lawyers Title Insurance Corporation. As a result, effective September 1, 2008 all title polices will be issued under and honored by Lawyers Title Insurance Company. All your contacts for servicing, underwriting decisions and escrow services will continue to be with your LandAmerica team: Manager Cindy Foley - Commercial Services Manager, 706-628-3478/253-439-6029 - cfoleyelandam.com Counsel Deborah Berg - Underwriting Counsel - 206-628-2840 - !jbera@landamxom Title Team Kerry Wise - Chief Commercial Title Officer - 206-628-3476 - kwiseglandam.com Roger Terriere - Senior Commercial Title Officer- 206-628-2873 - rterriereR. landam.cQI Marc Wise - Commercial Title Officer - 206-628-3472 - inwise@landam.com Debra Harvey - Commercial Title Officer - 206-628-2839/425-712-4955 - aebraharvey@landam.Qom Erin Tansey - Commercial Title Officer- 253-439-6033 - etanseyCdlandam.com National Team Paul Brown - Business Technology Manager and Sales Executive - 206-628-2728 - pbrown@landam.cgm Gregg Colbo - Senior National Title Officer/Underwriter - 206-628-2831/253-439-6026 - gcolbo@landam.cQM Brandon Melton - National Title Officer - 206-628-2834 - bmelton@landam.com Dave Watson - National Title Officer - 206-628-2821 -d-w-utso.ol,@Ia;idam.com Escrow Team Megan Packwood - Commercial Escrow Supervisor, 206-628-2832 - mega npackwood(a landam.com Sherri Pelletier - Senior Commercial Escrow Officer, 206-628-2833 - 5p Il LLr@l.andam.com Linda Ellis - Commercial Escrow Coordinator - 206-628-2844 - Iellis(d. landam.com Tresa Dubuisson - Commercial Escrow Officer, 253-439-6027 - tdubuissonolandam_com Chalo Fleming - Commercial Escrow Officer, 253-439-6028 - cflemingCallandam.com Breanna Foley - Commercial Escrow Coordinator, 206-628-2842 - breannafoley.0.1andam.com Leslie Miller - Commercial Escrow Coordinator, 253-439-6036 - lesliemiller@landam.com Dana Velkers -- Commercial Transaction Associate, 206-628-2822 - dvelkers@landam.com Sales Team Pam Patron - Commercial Sales Account Executive, 206-628-2841 - ppatron(a)landam•com Scott Miller -• Commercial Sales Account Executive, 206-628-2838 - scottm@landam.com Keith Pitsch - Commercial Sales Account Executive, 206-628-2727 - koitsch@landam.com L � LandAmer'ica' Phillips Edison & Company 175 E 400 S Ste 402 Salt Lake City, UT 84111 REFERENCE NO: / Order No.: 11466743 Liability: $10,000.00 Charge: $ 550.00 Tax: $ 49.50 Total: $ 599.50 SUBDIVISION GUARANTEE Subject to the Exclusions from Coverage, the limits of liability and other provisions of the Conditions and Stipulations hereto annexed and made a part of this Guarantee, and subject to the further exclusion and limitation that no guarantee is given nor liability assumed with respect to the identity of any party named or referred to in Schedule A or with respect to the validity, legal effect or priority of any matter shown therein. Lawyers Title Insurance Corporation a corporation herein called the Company, GUARANTEES the Assured named in Schedule A against actual monetary loss or damage not exceeding the liability amount stated herein which the Assured shall sustain by reason of any incorrectness in the assurances set forth in Schedule A. Dated: November 4, 2008 La-Wi e: s "It a 0 By Authorized Si n ture Subdivision Guarantee G NT004 Page 1 of 7 Order No.: 11466743 SCHEDULE A I. Name of Assured: Phillips Edison & Company 2. Date of Guarantee: November 4, 2008 3. The assurances referred to on the face page hereof are: That according to those public records which, under the recording laws, impart constructive notice of matters affecting title to the following described land: See Exhibit A attached hereto. b. Title to the estate or interest in the land is vested in: Renton -northwest LLC, a Delaware limited liability company C. The estate or interest in the land which is covered by this Guarantee is: A fee simple estate Subject to the Exceptions shown below, which are not necessarily shown in order of their priority. EXCEPTIONS: (A) UNPATENTED MINING CLAIMS; (B) RESERVATIONS OR EXCEPTIONS IN PATENTS OR IN ACTS AUTHORIZING THE ISSUANCE THEREOF; (C) INDIAN TREATY OR ABORIGINAL RIGHTS, INCLUDING, BUT NOT LIMITED TO, EASEMENTS OR EQUITABLE SERVITUDES; OR, (D) WATER RIGHTS, CLAIMS OR TITLE TO WATER, WHETHER OR NOT THE MATTERS EXCEPTED UNDER (A), (B), (C) OR (D) ARE SHOWN BY THE PUBLIC RECORDS. 2. GENERAL PROPERTY TAXES AND SERVICE CHARGES, AS FOLLOWS, TOGETHER WITH INTEREST, PENALTY AND STATUTORY FORECLOSURE COSTS, IF ANY, AFTER DELINQUENCY: (1ST HALF DELINQUENT ON MAY 1; 2ND HALF DELINQUENT ON NOVEMBER 1) TAX ACCOUNT NO.: 5182100009 YEAR BILLED PAID BALANCE 2008 $5,427.02 $5,427,02 $0.00 TOTAL AMOUNT DUE, NOT INCLUDING INTEREST AND PENALTY: $0.00. LEVY CODE: 2100 ASSESSED VALUE LAND: $433,600.00 ASSESSED VALUE IMPROVEMENTS: $120,200.00 (COVERS PARCEL A) GENERAL PROPERTY TAXES AND SERVICE CHARGES, AS FOLLOWS, TOGETHER WITH INTEREST, PENALTY AND STATUTORY FORECLOSURE COSTS, IF ANY, AFTER DELINQUENCY: (15T HALF DELINQUENT ON MAY 1; 2ND HALF DELINQUENT ON NOVEMBER 1) TAX ACCOUNT NO.: 5182100008 YEAR BILLED PAID BALANCE 2008 $8,260.54 $8,260.54 $0.00 TOTAL AMOUNT DUE, NOT INCLUDING INTEREST AND PENALTY: $0.00. LEVY CODE: 2100 ASSESSED VALUE LAND: $403,200.00 ASSESSED VALUE IMPROVEMENTS: $440,400.00 (COVERS PARCEL B) Subdivision Guarantee Page 2 of 7 G NT004 Order NaI1466743 4. NOTICE OF TAP OR CONNECTION CHARGES WHICH HAVE BEEN OR WILL BE DUE IN CONNECTION WITH DEVELOPMENT OR RE -DEVELOPMENT" OF THE LAND AS DISCLOSED BY RECORDED INSTRUMENT. INQUIRIES REGARDING THE SPECIFIC AMOUNT OF THE CHARGES SHOULD BE MADE TO THE CITY/COUNTWAGENCY, CITY/COUNTY/AGENCY: CITY OF RENTON RECORDED: JUNE 21, 1996 RECORDING NO.: 9606210966 is. RESERVATIONS CONTAINED IN DEED FROM THE NORTHERN PACIFIC RAILROAD COMPANY DATED 3ANUARY 2, 1900, RECORDED TUNE 20, 1900, UNDER RECORDING NO. 192430, AS FOLLOWS: RESERVING IND EXCEPTING FROM SAID i n,NDS SO MUCH OP SUCH PORTIONS THEREOF AS ARE OR MAY BE MINERAL LANDS OR CONTAIN COAL OR IRON, AND ALSO THE USE AND THE RIGHT AND TITLE TO THE USE OF SUCH SURFACE GROUN❑ AS MAY BE NECESSARY FOR MINING OPERATIONS, AND THE RIGHT OF ACCESS TO SUCH RESERVED AND EXCEPTED MINERAL LANDS, INCLUDING LANDS CONTAINING COAL OR IRON FOR THE PURPOSE OF EXPLORING, DEVELOPING AND WORKING THE SAME. AND AMENDMENTS THERETO: RECORDED: JULY 24, 1970 RECORDING NO.: 6675226 6, RIGHT TO MAKE NECESSARY SLOPES FOR CUTS OR FILLS UPON THE LAND HEREIN DESCRIBED AS GRANTED TO KING COUNTY BY DEED RECORDED UNDER RECORDING NO. 5853034, 7. SEWER GRADE RELEASE COVENANT IMPOSED BY INSTRUMENT RECORDED UNDER RECORDING NOS. 8407260402 AND 8408170484. (COVERS PARCEL A) S. COVENANTS, CONDITIONS AND RESTRICTIONS IMPOSED BY INSTRUMENT RECORDED ON 3ANUARY 12, 1981, UNDER RECORDING NO. 8101120504. THIS POLICY DOES NOT INSURE THAT THE LAND DESCRIBED IN SCHEDULE A IS BENEFrTTED BY EASEMENTS, COVENANTS OR OTHER APPURTENANCES SET FORTH IN SAID INSTRUMENT TO BENEFIT OR BURDEN REAL PROPERTY OUTSIDE THE BOUNDARIES OF SAID LAND. (COVERS PARCEL A) 9. ALL COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS OR OTHER SERVITUDES, IF ANY, DISCLOSED BY SHORT PLAT RECORDED UNDER RECORDING NO. 8407239001. THIS POLICY DOES NOT INSURE THAT THE LAND DESCRIBED IN SCHEDULE A IS BENEFITTED BY EASEMENTS, COVENANTS OR OTHER APPURTENANCES SHOWN ON THE PLAT OR SURVEY TO BENEFIT OR BURDEN REAL PROPERTY OUTSIDE THE BOUNDARIES OF SAID LAND. (COVERS PARCEL A) Subdivision Guarantee Page 3 of 7 GNT004 10 .12 d. �14 15 Order No11466743 ALL COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS OR OTHER SERVITUDES, IF ANY, DISCLOSED BY LINE ADJUSTMENT RECORDED UNDER RECORDING NOS. 8609229010 AND 8810119002. THIS POLICY DOES NOT INSURE THAT THE LAND DESCRIBED IN SCHEDULE A IS BEN EFITTED BY EASEMENTS, COVENANTS OR OTHER APPURTENANCES SHOWN ON THE PLAT OR SURVEY TO BENEFIT OR BURDEN REAL PROPERTY OUTSIDE THE BOUNDARIES OF SAID LAND. (COVERS PARCEL A) AGREEMENT AND THE TERMS AND CONDITIONS THEREOF: RECORDED: RECORDING NO.: REGARDING: (COVER PARCEL A) SEPTEMBER 23, 1986 8609230400 EASEMENTS AGREEMENT AND THE TERMS AND CONDITIONS THEREOF: RECORDED: APRIL 13, 1993 RECORDING NO.: 9304131768 REGARDING: COMMERCIAL LEASE AGREEMENT (COVERS PARCEL A) ACCESS AGREEMENT AND THE TERMS AND CONDITIONS THEREOF: RECORDED: DECEMBER 29, 2005 RECORDING NO.: 20051229001534 (COVERS PARCEL B) CROSS EASEMENT AGREEMENT AND THE TERMS AND CONDITIONS THEREOF: RECORDED: OCTOBER 23, 2008 RECORDING NO.: 20081023001386 RESOLUTION OF TRUSTEES AND THE TERMS AND CONDITIONS THEREOF: RECORDED: FEBRUARY 11, 2008 RECORDING NO.: 20080211000907 COMMERCIAL LEASE AGREEMENT AND PAYMENT SCHEDULE AND THE TERMS AND CONDITIONS THEREOF: RECORDED: APRIL 13, 1993 RECORDING NO.: 9304131768 Subdivision Guarantee Page 4 of 7 GNT004 OrderNo11466743 17 DEED OF TRUST AND THE TERMS AND CONDITIONS THEREOF: JJ GRANTOR: RENTON-NORTHWEST LLC, A DELAWARE LIMITED LIABILITY COMPANY TRUSTEE: TRANSNATION TITLE INSURANCE COMPANY BENEFICIARY: IPMORGAN CHASE BANK, N.A. ORIGINAL AMOUNT: $6,700,000.00 DATED: MARCH 3, 2008 RECORDED: MARCH 3, 2008 RECORDING NO.: 20080303001874 18. ASSIGNMENT OF RENTS AND THE TERMS AND CONDITIONS THEREOF: ASSIGNOR: RENTON-NORTHWEST LLC, A DELAWARE LIMITED LIABILITY COMPANY ASSIGNEE: IPMORGAN CHASE BANK, N.A. nATM: MARCH 3, 2008 RECORDED: MARCH 3, 2008 RECORDING NO.: 20080303001875 19. FINANCING STATEMENT AND THE TERMS AND CONDITIONS THEREOF: SECURED PARTY: .IPMORGAN CHASE BANK, N.A. DEBTOR: RENTON-NORTHWEST LLC COVERS: PERSONAL PROPERTY AND FIXTURES LOCATED UPON SAID PREMISES RECORDED: MARCH 3, 2008 RECORDING NO.: 20080303001876 V20. MEMORANDUM OF LEASE: LESSOR: RENTON-NORTHWEST LLC, A DELAWARE LIMITED LIABILITY COMPANY LESSEE: WALGREEN CO., AN ILLINOIS CORPORATION DATED: FEBRUARY 27, 2008 RECORDED: J MARCH 20, 2008 RECORDING NO.: 20080320001095 SUBORDINATION AGREEMENTAND THE TERMS AND CONDITIONS THEREOF: BY AGREEMENT DATED: FEBRUARY 27, 2008 RECORDED; MARCH 20, 2008 RECORDING NO.: 20080320001096 THE LESSEE'S INTEREST IN SAID LEASE WAS MADE SUBORDINATE TO THE DEED OF TRUST RECORDED UNDER RECORDING NO, 20080303001874, SET FORTH AT PARAGRAPH 17 HEREIN. 21. UNRECORDED LEASEHOLDS, IF ANY; RIGHTS OF VENDORS AND HOLDERS OF SECURITY INTERESTS ON PERSONAL PROPERTY INSTALLED UPON THE LAND; AND RIGHTS OF TENANTS TO REMOVE TRADE FIXTURES AT THE EXPIRATION OF THE TERM. NOTE 1: THERE MAY BE UNIFORM COMMERCIAL CODE (UCC) SECURITY INTERESTS FILED WITH THE DEPARTMENT OF LICENSING IN OLYMPIA, AFFECTING PERSONAL PROPERTY, CROPS OR AGRICULTURAL FACILITIES WHICH ARE NOT COVERED BY THE POLICY TO ISSUE. Subdivision Guarantee Page 5 of 7 GNT004 OrderNo11466743 NOTE 2: BASED ON INFORMATION PROVIDED TO THE COMPANY, ON THE DATE OF THIS COMMITMENT IT APPEARS THATTHERE IS LOCATED ON THE LAND: COMMERCIAL/INDUSTRIAL STRUCTURE(S) KNOWN AS: 4105 NE 4TH ST RENTON, WA 98059 NOTE 3: THE FOLLOWING MAY BE USED AS AN ABBREVIATED LEGAL DESCRIPTION ON THE DOCUMENTS TO BE RECORDED, PER AMENDED RCW 65.04. SAID ABBREVIATED LEGAL DESCRIPTION IS NOT A SUBSTITUTE FOR A COMPLETE LEGAL DESCRIPTION WITHIN THE BODY OF THE DOCUMENT, LOT 1 SP NO SH-PL-084-83 REC NO 8407239001 & PTN NW 1/4 15-23N-05E CW C Enclosures: Sketch Vesting Deed Paragraphs all recorded encumbrances Subdivision Guarantee Page 6 of 7 GNT004 Order No.: 11466743 EXHIBIT "A" PARCEL A: LOT 1 OF SHORT PLAT NO. SH-PL-084-83, RECORDED UNDER KING COUNTY RECORDING NO. 8407239001; (ALSO KNOWN AS LOT 1 OF LOT LINE ADJUSTMENT NO, LLA-011-88, RECORDED UNDER KING COUNTY RECORDING NO. 8810119002); SITUATE IN THE CITY OF RENTON, COUNTY OF KING, STATE OF WASHINGTON PARCEL B: THE SOUTH 140 FEET OF THE NORTH 182 FEET OF THE EAST 160 FEET OF THE WEST 190 FEET OF THE NORTHWEST 1/4 OF THE NORTHWEST 1/4 OF SECTION 15, TOWNSHIP 23 NORTH, RANGE 5 EAST, W. M.; SITUATE IN THE CITY OF RENTON, COUNTY OF KING, STATE OF WASHINGTON, SCHEDULE OF EXCLUSIONS FROM COVERAGE OF THIS GUARANTEE Except to the extent that specific assurances are provided in Schedule A of this Guarantee, the Company assumes no liability for loss or damaga by reason of the following: (a) Defects, liens, encumbrances, adverse claims or other matters against the title. whether or not shown by the public records. (b) (1) Taxes or assessments of any taking authority that levies taxes or assessments on real property; or, (2) Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether cr not the matters excluded under (1) or (2) are shown by the retards of the taxing authority or by the public records. (c) (1) Unpatented mining claims; (2) reservations or exceptions In patents or in Acls authonzing the issuance thereof; (3) water rights, claims or Title to water, whether or not the matters excluded under (1), (2) or (3) are shown by the public records. Notwithstanding any specific assurances which are provided In Schedule A of this Gunrantae, The Company assumes no liability for loss or damage by reason of the following: (a) Defects, liens, encumbrances, adverse claims or other matters affecting the title to any properly beyond the lines of the land expressly described in the description set forth in Schedule (A), (C) or In Part 2 of this Guarantee, or title to streets, roads, avenues, lanes, ways or waterways to which such land abuts, or the right to maintain therein vaults, funnels, ramps or any structure or improvements, or arty rights or easements therein, unless such property, rights or easements are expressly and specifically set forth in said description. (b) Defects, liens, encumbrances. adverse claims or other matters, whether or not shown by the public records; (1) which are created, suffered, assumed or agreed to by one or more of the Assureds; (2) which result in no loss to the Assured; or (3) which do not result in the invalidity or potential Invalidity of any Judicial cr nonjudicial proceeding which is within the scope and purpose of the assurances pravlded. (c) The identity of any party shown or referred to in Schedule A. )d) The validity, legal effect or priority of any matter shown or refered to in this Guarantee. GUARANTEE CONDITIONS AND STIPULATIONS f. Definition of Terms, The following terms when used In the Guarantee mean: (a) the "Assured": the party or parties named as the Assured in this Guarantee, or on a supplementalwnling executed by the Company. (b) "land": the land described or referred to inSchedule (A), (C) or In Part 2, and improvements affixed thereto which by law constitute reel property. The term 'land" does not include any property beyond the lines or the area described or referred to in Schedule (A), (C) or in Part 2. nor arty dght, title, Interest, estate or easement to abulting streets, roads, avenues, alleys, lanes, ways orwalenaays. (c) "mortgage"mortgage, deed of trust, trust deed, or othersecunty Instrument (it) "public records": records established under state statutes at Date of Guarantee for the purpose of imparting constructive notice of matters ralattng to real property to purchasers for value and without knowledge. (e) "date": the effective date, 2_ Notice of Claim to be Given by Assured Claimant, An Assured shall notify the Company promptly in writing in case knowledge shall came to an Assured hereunder of any claim of title or interest which is adverse to the title to the estate or interest, as slated herein, and which might cause loss or damage for which the Company may be liable by virtue of this Guarantee. If prompt notice shall not be given to the Company, then all liability of the Company shall terminate with regard to the matter or matters for which prompt notice is required; provided, however, that failure to notify the Company shall In no case prejudice the rights of any Assured under this Guarantee unless the Company shall be prejudiced by the failure and then only to the extent of the prejudice. 3. No Duty to Defend or Prosecute. The Company shall have no duty to defend or prosecute any action or proceeding to which the Assured Is a parry, notwithstanding the nature of any allegation In such action or proceeding. 4. Company's Option to Defend or Prosecute Actions; Duty of Assured Claimant to Cooperate. Even though the Company has no duty to defend or prosecute as set forth in Paragraph 3 above (a) The Company shall have the right, at Its sole option and cost, to invilve and prosecute any action or proceeding, Interpose a defense, as limited in (b), cr to do any other act v:S'ch. !.-, s cpi-ion may be naccrosarY a das6abla tc - , the title to the estate or interest as stated herein, or to establish the lien rights of the Assured, or to prevent or reduce loss or damage to the Assured, The Company may lake any appropriate action under the terms of this Guarantee, whether or not it shag be liable hereunder, and shall not thereby concede liability or waive any provision of this Guarantee. If the Company shall exercise its rights under this paragraph, it shall do so diligently. (b) If the Company elects to exercise its options as slated in Paragraph 4(a) the Company shall have the right to select counsel of its choice (subject to the right of such Assured to object for reasonable cause) to represent the Assured and shall not be liable for and will not pay the fees of any other oounsef, nor will the Company pay any fees, costs of expenses Incurred by an Assured in the defense of those causes of action which allege masters nol covered by this Guarantee. (c) Whenever the Company shall have brought an action or inlerposed a deferse es permitted by the provisions of this Guarantee, the Company may pursue any litigattan to final daterrninalion by a court of competent junsdlctfon and expressly reserves the right, in its sole discretion, to appeal from an adverse judgment or Order. (d) in all cases where this Guarantee permits the Company to prosecute or provide for the defense of any action or proceeding, an Assured shall secure to the Company the right to so prosecute or provide for the defense of any action or proceeding, and all appeals therein, and permit the Company to use, at its option, the name or such Assured for this purpose. Whenever requested by the Company, an Assured, at the Company's expense, shall give the Company all reasonable aid in any action or proceeding, securing evidence, obtaining witnesses, prosecuting or defending the action or IawftJ act which In the opinion CLTA Guarantee Conditions and Stipulations (Revised 12/15/95) of the Company may be necessary or desirable to establish the title to the estate or interest as stated herein, or to establish the lien rights of the Assuredif the Company is prejudiced by the tailure of the Assured to furnish the required cooperation, the Company's obligations to the Assured under the Guarantee shall terminate. S. Proof of Loss or Damage. In addition to and after the notices required under Section 2 of these Conditions and Stipulations have been provided to the Company, a proof of loss or damage signed and sworn to by the Assured shall be furnished to the Company wiUdn ninety (90) days after the Assured shall ascertain the facts giving rise to the loss or damage. The proof of loss or damage shall descnbe the matters covered by this Guarantee which constitute the basis of loss or damage and shall state, to the extent passible, the basis of calculating the amount of the loss or damage. If the Company Is prejudiced by the failure of the Assured to provide the required proof of loss or damage, the Company's obligation to such assured under the Guarantee shall terminate. In addition, the Assured may reasonably be required to submit to examination under oath by any aulhohzed representative of the Company and shall produce for examination, inspection and copying, at such reasonable times and places as may be designated by any authorized representative of the Company, all records, books, ledgers. checks, correspondence and memoranda, whether bearing a date before or after Dale of Guarantee, which reasonably pertain to the joss or damage. Further, if requested by arty authorized representative of the Company, the Assured shall grant its permission, in witting, for any authorized representative of the Company to examine, inspect and copy all records, books, ledgers, checks, correspondence and memoranda in the custody or control of a third party, which reasonably pertain to the loss or damage. Ali ..f.,,...an,.., des!-,ngted sa rn+Aidont}al by the Agsured pmvtd?d to the COmpeny pursuant to this Section shalt not be disclosed to others un`ess, In the reasaini judgment of the Company, it is necessary in the administration or the claim. Failure of the Assured to submit for examination under oath, produce other reasonably requested information or grant permission to secure reasonably necessary information from third parties as required in the above paragraph, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this Guarantee to the Assured for that claim. 6. Options to Pay or Otherwise Settle Clalmst Tell nation of Uabllfty. In case of a claim under this Guarantee, the Company shall have the following additional opllons: (a) To Pay or Tender Payment of the Amount of Liability or to Purchase the Indebtedness. The Company shall have the option to pay or settle or compromise for or In the name of the Assured any claim which could result In loss to its Assured within the coverage of INS Guarantee, or to pay the full amount of this Guarantee or, If this Guarantee is Issued for the benefit of a holder of a mortgage or a Ilenholder, the Company shall have the option to purchase the indebtedness secured by said mortgage or said lien for the amount owing thereon, together with any casts, reasonable attorneys' fees and expenses incurred by the Assured claimant which were sulhomed by the Company up to the time of purchase. Such purchase, payment or tender of payment of the full amount of the Guarantee shall terminate all liability of the Company hereunder. In the event after notice of claim has been given to the Company by the Assured the Company offers to purchase said Indebtedness, the owner of such indebtedness shall transfer and assign said Indebtedness, together with aryr collateral security, to the Company upon payment of the purchase price. Upon the exercise by the Company of the option provided for in Paragraph (a) the Company's obligation to the Assured under this Guarantee for the claimed less or damage, other than to make the payment required in that paragraph, shag terminate, including any obligation to continue the defense or prosecution of any litigation for which the Company has exercised its options under Paragraph 4, and the Guarantee shall be surrendered to the Company for cancellatian, (b) To Pay or Otherwise Settle With Pi Other Than the Assured or With the Assured Claimant. To pay or otherwise settle with other parties for or In the name of an Assured claimant any claim assured against under this Guarantee, together with any costs, attorneys' fees and expenses incurred by the Assured claimant which were authorized by the Company up to the lime or payment and which the Company is obligated to pay. Upon the exercise by the Company of the option provided for in Paragraph (b) the Company's obligation to the Assured under this Guarantee for the claimed loss or damage, other than to make the payment required in that paragraph shall terminate, including arty obligation to continue The defense or prosecution of any litigation for which the Company has exercised its options under Paragraph 4. 7. Determination and Extent of Liability. This Guarantee is a contract of Indemnity against actual monetary loss or damage sustained or Incurred by the Assured claimant who has suffered loss or damage by reason of rellarce upon the assurances set forth In this Guarantee and only to the extent herein described, and subject to the Exclusions From Coverage of This Guarantee. The liability of the Company under this Guarantee to the Assured shall not exceed the least of (a) the amount of liability stated in Schedule A or In Part 2; (b) the amount or the unpaid principal Indebtedness secured by the mortgage of an Assured mortgagee, as limited or provided under Section 6 of these Conditions and Stipulations or as reduced under Section 9 of these Conditions and Stipulations, at the time the loss or damage assured against by this Guarantee occurs, together with interest thereon; or (c) the difference between the value of the estate or Interest covered hereby as stated herein and the value of the estate on interest subject to any defect, lien or encumbrance assured against by this Guarantee_ S. Umilation at Liability. (a) if the Company establishes the title, or removes the alleged defect, lien or encumbrance, or cures any other matter assured against by this Guarantee in a reasonably diligent manner by any method, including litigation and the completion of any appeals therefrom, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused thereby. CONDITIONS AND STIPULATIONS CONTINUED (b) In the event of any liligatren by the Company or with the Company's conser•.t, the Company shall have no liability for loss or damage until there has been a Final determination by a court of competent jurisdiction, and disposition or all appeals therefrom, adverse to the title, as stated herein. (c) The Company shall not be liable for loss or damage to any Assured for liability voluntarily assumed by the Assured in settling arty claim or suit without the prior written consent of the Company. 9. Reduction or Liability or Termination of Liability. All payments under this Guarantee, except payments made for costs, attorneys' fees and expenses pursuant to Paragraph 4 shall reduce the amount of liability pro lanle. 10. Payment of Loss. (a) No payment shall be made without producing this Guarantee for endorsement of the payment unless the Guarantee has been lust or destroyed, in which Case proof of loss or destruction shall be furnished to the salisfoclil of the Company. (b) When liability and the extent of loss or damage has been definitely fixed in accordance with these Conditions and Stipulations, the less or damage shall be payable within thirty (30) days thereafter. 11. Subrogation Upon Payment of Settlement. Whenever the Company shall have settled and paid a claim under this Guarantee, all right of subrogation shall vest in the Company unaffected by any act of the Assured claimant. The Company shall he subrogaled to and be entitled to all rights and remedies which the Assured would have had against any person or property In respect to the claim had this Guarantee not been issued. If requested by the Company, the Assured shall transfer to the Company all rights and remedies against any person or properly necessary fn order to perfect Ihis right of subrogation The Assured shelf permit the Company to sue, compromise or settle in the name of the Assured and to use the name of the Assured in arty transaction or litigation involving these rights or remedies. If a payment on account of a claim does not fully cover the loss of the Assured the Company shall be subrogaled to all rights and remedies of the Assured after the Assured shalt have recovered its principal, interest, and costs of collection. 12. Arbitration. Unless prohibited by applicable law, either the Company or the Assured may demand arbitration pursuant to the Title Insurance Arbitration Rules of the American Arbivatlan Association. Arbitrable matters may Include, but are not limited to, any controversy or claim between the Company and the Assured ar€sing out of or relating to the Guarantee, arty service of the Company In connection with Its Issuance or the breach of a Guaranies, provision or other obligation. All arbitrable matters when the Amount of Liability is $1.000,000 or less shall be arbitrated at the option of either the Company or the Assured. All arbitrable maser's when the amount of Nabs€ty Is In excess of 31,000.000 shall be arbitrated only when agreed to by bath the Company and the Assured. The Rules in effect at Pate of Guarantee shall be binding upon the parties. The award may Include attorneys' fees only it the laws of the stale in which the land is located permits a court to award attorneys' fees to a prevailing party. Judgment upon the award rendered by the Arbilrator(s) may be entered In any court having jurisdiction thereof. The law of the at" of the land shall apply to an arbitration under the Title insurance Arbitration Rules. A copy of the Rule; may be obtained From the Company upon request. 13. Liability Limited to This Guarantee; Guarantee Eir lra Cordract, (a) This Guarantee together with all endorsements, if arty, attached hereto by the Company Is the entire Guarantee and contract between the Assured and the Company. In interpreting any provision of this Guarantee, this Guaranlee shall be construed as a whole.' (b) Any claim of loss or damage, whether or not based on negligence, or any action asserting such dawn, shall be restricted to this Guarantee. (c) No amendment of or endorsement to this Guarantee can be made except by a writing endorsed hereon or attached hereto signed by either the President, a Vice President, the Secretary, an Assistant secretary, or validating officer or aulhortzed signatory of the Company. 14. Nolices, Where Sent. All notices required to be given the Company and any statement in writing required to be furnished the Company shall Include the number of this Guarantee and shall be addressed 1w Consumer Affairs Department, P.O. Box 27567, Richmond, Virginia 23261-7667, Cf_TA Guarantee Conditions and Stipulations (Revised 12/15/95) HARGE. FOR UR THIS SKETCH E TY INCLUDING, GI, BUTNOT LIMITED O, AREAINFORMATION, , DIMENSIONS. EASEMENTS, ENCROACHMENTS OR LOCATIONS OF RELATEDTQTHE PROPERTY INCLUD T IS ATTACHED. THE BOUNDARIES. IT ISN NO LIABILITY OFOR ANY MATT RORELATED TO TH SI SKETCH,UNLO SS SUCH COVEIRAGE IS SPECIFICALLY COMPANY ASSUME AN ACCURATE SURVEY aPOLICY.PROVIDED BY THE COVERED RISKS OF THE OR FURTHER INI=ORMATION.R1;FEf�>;NCE SHOULD BE MADE TO SECTION: 15 TOWNSHIP: 23N RANGE: 05E N E. 4TH ST, 1292.86 rs.a. 124re sT.1 ME 4TH ST. S.E. 128TH ST, z ,y'y ti 4 1 30 3 P 29. 93,Z3> 760 133.22 323.d P. 3 723. 4? N 99;.a3 6 I9 298 30 ,� LOT I 1702 5 a� ® 22400 SF 3I o 0008 � m ti 160 "..". . ! 9q'LOT "Ir 1,' 9 0 LOT 'A' 9 30 ia'8 2_sa N__ a 27106 SF' m 99a6 0 9F 7 1 3�V 0009 7i �i• _ REliSP 133.41 e N - - e l9 I LOT2 1 0 97 f• 2] I MT E[la6 aF FIAGM mf"J1'ra 00 ]83 w LOT, 3 ; s M LLA 099-B6:8609229010 w ro LLA 011-08: 8B10119 @ q3 sp q « € 2 �, ., « ; 3 .._..._._....... -._-.r.... __........ ,_�_ --.-. 24.BBoo 293.Stl 518210 ; a N z a Z. ?39 9F •" ACRE 14a330 SF 3.22 ac WARMS:; 03 Li: ,,I Ac 0013 0031 08w�eee f' A BB-03-09 N 298 gj � 25,0 -Oh Z s AEN SA 395.79r ,n = 3ETUM; a66S0 aF' UNREG. 103 109a > Z y AF 791 3 u 19645 sF n c ��a�F �T2 SLOT 1 02011 w 0014 z UWD: 17365a BP TRACTS ~ _ ToTn: 268310 Be TR e 1020 O °t" 126.25 N 6 -DB-53 M 167.32 t 5.97 AC 002o �a . p 0010 0012 a d47. fib; 321,63 `' 323.83 edB� 020 774.02 P C293A 3r 3z4. n2 P.t N 69i09-46;x _ 46 56.02 so 140 13 12 "r19 0101 0. 7EZ 1015250#. 47604 3310i 3330f 18a01 jN 0140 0130 r0120 '". 0110 0100 0090 0070.a3 3 1 40 49 89 .-�T o 9r89-08-03M 451 ,01 19.41 224.97 Owl16 .49300 6 1 ! 200 9150 �10 40 50 40 9 .55 0.25 n w np 21 al N�23 m o tl. E3 owr 313a# o 16 0160 ; I , 45fis 87 � 58 68 q f ' m 96.17 38004 4750t Mot 4C I.T. Z i I` 11.36 3850f "j "0560 - 0570 0580 0590 06 0073 M1 17 0170 =a 40 So 40 so 126.37 104.a5 .72.52 3120# wl +�Tj+' r Sa4a1 d1 41 ~ ~'.v A 18 0180 j x� 12552 11550 Ot 7.53as. d.14 T 2' o 52 x n 11,55 5980# 0540 pS, 4 3821368 C tm �79 OF 6 7 0068 �6--111) 0IR- DIY 162.34 50.14 261 98.99 5360f n 342Df 24.43 1 ® 113 0530 ry.9 412 ea rpuI ATE Pz90 ADl 0085 q f 8_11 log. J 1a4. 76 " 7 nvw 50606 4860E a AFTER RECORDING MAIL TO: Name: RENTON — NORTHWEST LLC Address: 175 East 400 South STE 402 City/State: Salt Lake City, UT 84111 Filed for Record at Request of: RENTON — NORTHWEST LLC13im Shipman 20071210001863.001 20071210001863 XrNCF COUNTY, WA E2323964 12/10/2007 15.52 KING COUNTY, U14 TAX $21,355,0@ SALE $1,2Q@,086.6a YKGev�i :F �v: 175 East 400 South STE 402 Salt Lake City, UT 84111 FILED FOR RECORD AT THE REQUEST OF LandAmerica Commercial Services ----IL 2— STATUTORY WARRANTY DEED THE GRANTOR, SUNCOR HOLDINGS — COP, II, LLC, a Delaware limited liabilit-y company, for and in consideration of Ten Dollars (V 0.00) in hand paid, conveys and warrants to RENTON — NORTHWEST LLC., a Delaware Limited Liability Company, whose address is 175 East 400 South, STE. 402, Salt Lake City, UT, 84111, the following described real estate situated in the County of King, State of Washington: See Exhibit "A" attached hereto and incorporated herein, together with all buildings and improvements located thereon and all riS)its, and appurtenances pertaining thereto, including, all right, title and interest of Grantor in and to adjacent streets, alleys, easements and rights of way (the "Property"). Subject to non -delinquent current takes and assessments, reservations in patents, water rights, and all easements, rights of way, encumbrances, liens, covenants, conditions and restrictions as may appear of record on the date #his Statutory WL,rznty Deed is recorded as they may lawfully affect the Property. Assessor's Property Tax Parcel/Account Number(s): 518210-0008-09 [remainder of page intentionally left blank; signature page to follow] Site No. 26l 1070- 4105 NE 4 h Street, Renton, WA 20071210001863.00: IN WITNESS WHEREOF, Grantor has caused this instrument to be executed by its manager thereunto duly authorized this I c)-VL- day of f+� �oi� , 2007 to be effective as of the b4 day of --0-^L1oa.r , 2007. SUNCOR HOLDINGS — COP II, LLC, a Delaware limited liability company By: Suncor Moldings Managers — COP H, LLC, a Delaware limited liability company, Its Sole Member By: Suncor Holdings, LLC, a Delaware limited liability company Its Sole Member By: GSM Partners, LLC, d/b/a Suncor Capital a California Iimited liability company, Its Managing Member By: Pacific TBQ;'• LLC., a CaliforriiAlmited:liability company Its ManMember By: "`;� Alain Goodman, Managing Member Page 2 Site No. 2611070- 4305 NE b`h Street, Renton. WA 20071210001863.00' ALL PURPOSE ACKNOWLEDGMENT STATE OF } COUNTY OFr'�' S } On �� before me, S —; a notary public,`pe--sonally appeared r ---- personally known to me (Q[rjprovon the basis of satisfactory evidence) to be the person(s) whose names) is/are subscribe a ins rument and acknowle ged to me that hefshe7hey executed the same in his/her/their authorized capacity{ies}, an that by hishedtheir signatures) on the instrument the pe_ r on(s), or the entity upon behalf of which the person{s acted, executed the instrument. WITNESS my hand and official seal. Signature "'A NEGASH _@Nt'0rj Commission # 1567908 Pbllc - Gotiforni❑ Z LoCountyMyCrnrn. ExplresApr 10.20 ATTENTION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE MUST BE ATTACHED TO Title of Document Type 5Ti Z&2� 22MV , I m� THE DOCUMENT DESCRIBED AT RIGHT. Number of Pages Date of c ent Signers) Other Than Narned Above Sta-tory WwT-anty Deed 20071210001863.004 EXHIBIT "A" Legal Description Page 3 Site No. 2611070-4105 NE Street, Renton, WA 20071210001863.00f b3!34/2005 17A1 FAX 21434UM LANDAMERICA itoo3/003 05-032973 WA 2611070 4105 NE 4th Street, Rent., Kl-ng COUNTY, V aranr Nb,, 1013%115 EXHIBIT A THE SOLrrM 140 FMT OF THE NORTH 182 FEL-7 OF THE EAST 160 FEET OF THE WEST 190 FEET OF THE NORTHWEST 1/4 OF THE NORTHWEST 1/4 OF SECTION 15, TOWNSHIP 23 NORTH, RANGE 5 EAST, W. M., RECORDS OF KING COUNTY; SMATE IN THE CITY OF RENTON, COUNTY OF KING, STATE OF WASHINGTON. 20080303001873.00, When recorded return to, Renton -Northwest LLC I ffl: j in111« 1511U' 2 "m *"'- " _- CIO The Phillips Edison Group LLC 20080303001 �0 LAh1AF 00 .Tames P. Shipman pAGE001 OF o04 175 East 400 South, City Center 1 i0{ING3CO NTTY. UA5 Suite 402 Salt Lake City, UT 84111 E2335383 03103/2008 1 :a5 KING COLVNTY, WAgg33�Ai4.50 99GE001 DF 001 S^pc $1�677,500.00 STATUTORY WARRANTY DEED THE GRANTOR(S), CAR WASH ENTERPRISES, INC., a Washington corporation, for and in consideration of Ten and No/100 Dollars ($ N.00), in hand paid, conveys, and warrants to RENTON-NORTHWEST 'LLC, a Delaware limited liability company, the following described real estate, situated in the County of King, State of Washington: LOT I OF SHORT" PLAT NO. SH-PL-084-83, AS RECORDED UNDER KING COUNTY RECORDING NO. 8407239001; (ALSO KNOWN AS LOT 1 OF LOT LINE ADJUSTMENT NO. LLA-011-88, RECORDED UNDER KING COUNTY RECORDING NO. 9810119002); SITUATE IN THE CITY OF RENTON, COUNTY OF KING, STATE OF WASHINGTON. SUBJECT TO: Permitted Exceptions as described on Exhibit "A" attached hereto and made a part hereof. Abbreviated Legal: (Required if full legal not inscred above.) LOT 1 SIP# S14-PL 084-83 REC. NO. W7239001 Tax Parcel Number(s): 518210 0009 FILED FOR RECORD AT THE REQUEST OF LandAmerica Commercial Servim BIOS -/eat LPB 10-05(r) Page I of 2 20080303001873.00: Mao (-' k Dated: feby 2008. CAR WASH ENTERPRISES, INC., a Washington corporation By: Victor Odermat, Its President STATE OF WASHINGTON ss_ COUPi Y ar I certify that I know or have satisfactory evidencc that Victor Oderrnat is the person who appeared before me, and said person(s) acknowledged that he signed this instrument, on oath stated that he is authorized to execute the instrument and acknowledge it as the President of CAR WASH ENTERPRISES, INC., a Washington corporation, to be the free and vohintary act of such party for the uses and purposes mentioned in this instrument. Dated--Pebrvury 3 , 2008. _ Notname printed or typed: a M • De. 7.taf Nlman, Public in and for the State of (, 4W'tr�fvk. Residing at SeaAe , WAr My a npointment expires- -1 - •tip F•ti \\VY1�,�' i `0 O f r, s 1 47Z Of �= 11""'!? LPB 10-05(r) Page 2 of 2 20080303001873.00 EXHIBIT "A" PERMITTED EXCEPTIONS 1. GENERAL PROPERTY TAXES AND SERVICE CHARGES, AS FOLLOWS, TOGETHER WITH INTEREST, PENALTY AND STATUTORY FORECLOSURE COSTS, IF ANY, AFTER DELINQUENCY: (1ST HALF DELINQUENT ON MAY 1; 2N D HALF DELINQUENT ON NOVEMBER 1) TAX ACCOUNT NO.: 518210 0009 YEAR BILLED PAID BALANCE 2008 $5,427.02 r-. nn $.5,427.02 TOTAL AMOUNT DUE, NOT INCLUDING INTEREST AND PENALTY: $5,427.02. LEVY CODE: 2100 ASSESSED VALUE LAND: $433,600 ASSESSED VALUE IMPROVEMENTS: $120,200 J2. NOTICE OF TAP OR CONNECTION CHARGES WHICH HAVE BEEN OR WILL BE DUE IN CONNECTION WITH DEVELOPMENT OR RE -DEVELOPMENT OF THE LAND AS DISCLOSED BY RECORDED INSTRUMENT, INQUIRIES REGARDING THE SPECIFIC AMOUNT OF THE CHARGES SHOULD BE MADE TO THE CITYICOUNTYIAGENCY. CITY/COUNTY/AGENCY: CITY OF RENTON RECORDED: JUNE 21, 1996 RECORDING NO,: 9G06210966 3. EASEMENT AND THE TERMS AND CONDITIONS THEREOF: PURPOSE; INGRESS, EGRESS AND PUBLIC UTILITIES AREA AFFECTED: EAST 24 FEET RECORDING NOS. 8609230401 AND 8810261102 RESERVATIONS CONTAINED IN DEED FROM THE NORTHERN PACIFIC RAILROAD COMPANY DATED JANUARY 2, 1900, RECORDED JUNE 20, 1900, UNDER RECORDING NO. 192430, AS FOLLOWS: RESERVING AND EXCEPTING FROM SAID LANDS SO MUCH OR SUCH PORTIONS THEREOF AS ARE OR MAY BE MIN ERAL LANDS OR CONTAIN COAL OR IRON, AND ALSO THE USE AND THE RIGHT AND TITLE TO THE USE OF SUCH SURFACE GROUND AS MAY BE NECESSARY FOR MINI€VG OPERATIONS, AND THE RIGHT OF ACCESS TO SUCH RESERVED Aivv EXCEPTED MINER.^L L,AADS, INCLUDING LANDS CONTAINING COAL OR IRON FOR THE PURPOSE OF EXPLORING, DEVELOPING AND WORKING THE SAME. AND AMENDMENTS THERETO: RECORDED: DULY 24, 1970 JRECORDING NO.: 6675226 5, RIGHT TO MAKE NECESSARY SLOPES FOR CUTS OR FILLS UPON THE LAND HEREIN DESCRIBED AS GRANTED TO KING COUNTY BY DEED RECORDED UNDER RECORDING NO.5553034. 20080303001873.0& `5. SEWER GRADE RELEASE COVENANT IMPOSED BY INSTRUMENT RECORDED UNDER RECORDING NOS, �407260402 AND 3408170484..J 7. ALL COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS OR OTHER SERVITUDES, IE ANY, DISCLOSED BY SHORT PLAT RECORDED UNDER RECORDING NO. 8407239001. THIS POLICY DOES NOT INSURE THAT THE LAND DESCRIBED IN SCHEDULE A IS BENEFITTE[D BY EASEMENTS, COVENANTS OR OTHER APPURTENANCES SHOWN ON THE PLAT OR SURVEY TO BENEFIT OR BURDEN REAL PROPERTY OUTSIDE THE BOUNDARIES OF SAID LAND, 8, ALL COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS OR OTHER SERVrnvDES,, IF ANY DISCLOSED BY BOU�ARY LINE AD]US)TMENT RECORDED UNDER RECORDING NOS. 8609229010 AND 8810119002" THIS POLICY DOES NOT INSURE THAT THE LAND DESCRIBED IN SCHEDULE A IS BENEFITTED BY EASEMENTS, COVENANTS OR OTHER APPURTENANCES SHOWN ON 7HF PLAT OR SURVEYTO BENEFIT OR BURDEN REAL PROPERTY OUTSIDE THE / BOUNDARIES OF SAID LAND. �9. AGREEMENT AND THE TERMS AND CONDITIONS THEREOF: RECORDED: SEPTEMBER 23, 1986 RECORDING NO.: 8609230400 REGARDING., EASEMENTS 10. ADVERSE RIGHTS RESULTING FROM A STORM DRAIN LINE LOCATED IN THE EASTERLY PORTION OF THE PREMISES WHICH RUNS FROM THE SOUTHERLY AD]OINER OUT TO N.E. 4"'-' STREET, DISCLOSED BY SURVEY BY BARGHAUSEN CONSULTING ENGINEERS, INC. DATED OCTOBER 22, 2007, JOB NO. 13240, WHEN F ECO 11DEO RETURN IC" ,Dffioe of the �y , .;rk Renton lunici :l Luiiding 200 M' venut south Rento�A Stu rr C3 �Ry� tiff - lL J 1, the f''� Clerk of the City of entan, V`ilasHngton, ce;9thatthis is a true and correot copy of__L& D/ Subscribed and Seal of Arm }9r CITY OF RENTON, WASHINGTON ORDINANCE NO. 4612 AN ORDINANCE OF TSL CITY OF RENTOU, WASHINGTObT, ESTABLISHING AN ASSESS T DISTRICT FOR SANITARY SEWER SERVICE IN A PORTION OF THE SOUTH HIGHLANDS, HEATHER DOWNS, AND MAPLEWOOD SUB -BASINS AM EST.ABLYsHING THE AMOUI T pF THE CHARGE UPON CONNECTION TO THE FACILITIES. THE CITY COUNCIL OF :''TIE CITY OF RENTON, WASHINGTON, DO ORDAIN A5 FOLLOWS: SECTION I, There is hereby created a Sanitary Sewer Service Special Assessment District for the area served by the Bast Renton Sanitary Sewer Interceptor in the northeast cluadrant of the City of Renton and a porticn of its urban growth area within unincorporated King County, which area i.a more particularly described in Exhibit "A" attached bcreto_ A map of the service area is attached as Exhibit KS_" The recording of this document is to provide notification of potential connection and interest charges. while this connection charge may be paid 'at any time, the City does not require payment until_ such time as the parcel is connected to and thus benefiting from the sewer facilities. The property may be sold or in any other way change hands without triggering the requirement, by the City, of payment of the charges associated with this district. TI_ Persons connecting to the sanitary sewer facilities in this Special Assessment District and which properties O n v a N ORDINANCE 4612 have not been charged or assessed with all costs of the East Renton Sanitary Sewer Interceptor, as detailed in this ordinance, shall pay, in addition to the payment of the connection permit fee and in addition to the system development charge, the following additional fees. TT.t i 1- Charge New coTine ii. FeL �� Charge. .,� � rrions of residential dwelling units or equivalents shall pay a fee of $224.n2 per dwelling unit and all other uses shall pay a unit charge of $0.069 per square foot of property. Those properties included within this Special Assessinent District and which may be assessed a charge thereunder are included within the boundary legally described in Exhibit "A'• CD and which boundary is shown on the r .p attached as Exhibit "B." ' SECTION III_ In addition to. the aforestated charges, there shall be a charge of 4.111 per annurn added to the Per Unit Charge. i The .interest charge shall accrue for no more than ten CLW years from the date this ordinance becomes effective. Interest charges will be simple interest and not compound interest. �T ltiiT 7TT T o-d4r -cr sisal l be A cnt4- lµTlfY Sb�.LiV17 1 Y . 1 1S vs uiiaua.vti shall f ti -,-on it passage, approval, and thirty (30) days after publication'. PASSED BY THE CITY CO't7tvCIL this I oth day of June 1996. Marilyn J eteisen, City Clerk 2 OF DNANCE 4 612 APPROVED BY THE MAYOR this loth day of Approve as to f 0= : Lawrence J. Warren, city Attorney DaLe of Publication: 6/14/96 ORD.576:5/20/96:as. Chi 3 June , 1996. Jes e Tanner, Mayor Exhibit A LEGAL DESCRIPTION OF THE SPECIAL ASSESSMENT DISTRICT FOR THE CITY OF RENTON — EAST RENTON INTERCEPTOR Portions of Sections 8. 9, 10, 11, 14, 15, 16, 17, 21 and 22 all in Township 23N, Range 5E W.M. in King County, WashingLon Section 8, Township 23N, Range 5E W.M. All of that portion of Section 8, Toumship 23N, Range 5E W.M. lying East of the aist right-of-way line of SR-405 and South of the following described line: Beginning at the intersection cf the East tine of said Sectian 8 with the centerline of NE 7th Street; thence Westerly along said centerline of NE 7th Street to its intersection with the centerline of Sunset Boulevard NE; thence Northerly along the centerline of Sunset, Boulevard NE to the North line of the Southeast V4 of said Section 8; thence West along said North line to the East right-of-way line of SR 405 and the terminus of said line. LC C] Section 9, Township 23N, Range 5E W.M, All of that portion of Section 9, Township 23N, Range 5E W.M. lying South and East of the following described tWe: CD G1 Beginning on the centerline of NE "nth Stet at its intersection with the centerline of Edmonds Avenue NE; thence Easterly along the centerline of NE 7th Street to its intersection with the centerline of Morcroe Avenue NE; thence North along said centerline to the South line of the Northeast 1/4 of said Section 9; thence East along said South line to its intersection with the centerline of Redmond Avenue NE; thence Northerly along said centerline to its int rsection with the centerline of NE loth Street: thence East along said centerline to the East line of said Section 9 and the terminus of said line. Section 10, Township 23N, Range 5E W.M. All of that portion of Section 10, Township 23N. Range 5E W.M, lying Southerly and Westerly of the following described. line: Beginning on the West line of Section 10 at its intersection with the North line of the South ih of the North V2 of said Section 10; thence East along said North line to its intersection with the centerline of 142nd Avenue SE; thence Southerly along said centerline, to its intersection with the North line of the Southeast 1/4 of said Section 10; thence East along said North line to its intersection with the East line of said Section 10 and the terminus of said line. F5R0.TAW Ml$i;,G `( ZJ".BEDSADLEOILda Legal Description of the Special .Assessment Dtstrtcf for the City Renton - East Renton Irterceptor Page Z a 3 Section 11, Township 23N, Range SE W.M. All of the Southwest Va of Section 11. Township 23N. Range 5E V.M.. Section 14, Township 23N, Range 5E W.M. All of that portion of Section 14, Township 23N, Range 5E. W.M. described as follows: All of the Northwest 1/4 of said section, together with the Southwest 1/4 of said section, except the South 1a of the Southeast '/4 of said Southwest V4 and except the plat of McIntire Homesites and 1/2 of streets adjacent as recorded in the Book of Plats, Volume 58, Page 82, Records of King County, Washington, and except the South 151.55 feet of the East 239.435 feet of Tract 6, Block 1 of Cedar River Five Acre Tracts as recorded in the Book of Plats, Volume 16, Page 52, Records of King County, Washington, less '/2 of the street abutting said portion of '?Pact 6, CD Block 1, and less Tract 6, Block 2 of said Cedar River Five Acre Tracts, less 1/2 of the street adjacent to said Tract. 6, Block 2, and wept the South 82.785 feet of the East ISO feet of Tract a, Block 2 of said Cedar River live Acre Tracts and less 0 1h the street adjacent to said portion of Tract 5, Block 2. CD Section 15, Township 23N, Mange SE W.M. 0"a All of that portion of Section 15, Township 23N, Range 5E. W.M., except the Southwest A of the Southwest 1/4 of the Southwest 74 of said section. Section 16, Township 23N, Range 5E W.M. All of that portion of Section 16, Township 23N, Range 5E W.M., except that Portion of the Southeast'/4 of the Southeast 1/4 of the said Section 16 lying East of the East Line of the Plat of Maplewood Division No. 2 as recorded in the Book of Plats Volume 39. page 39, Records of King County Washington and its Northerly exCension to the North line of said Southeast V4 of the Southeast V4 of the said Section 16 and except that portion of said section lying Southerly of the Northerly right-of-way line of SR 169 EMaple Valley Highway). Section 17, Township 23N, Range 5E W.M. All of that portion of Section 17, Township 23N, Range 5E W.M., lying Northeasterly of the Northeasterly right-of-way of 5R 169 (Maple Valley Highway) and Easterly of the East right-of-way line of SR-405 less that portion lying generally West of the East and Southeasterly line of Bronson Way NE lying ' F:�OA7AW�N17�u17a4VaEV5E Wa/DLEGW.doc Legnt Description of the Special Assessment District or the CLtZqf R.entorr - Fast REntan ItttErc T for Pine 3 a 3 between the South line of the NE 3rd Street and the Northeasterly margin of SR 405. Section 21, Township 23N, Range 5E WX All that portion of Section 21, Township 23N, R 5E W.M. lying Northeasterly of the Northeasterly right-of-way line of 5R-169 (Maple Valley Highway) and West of the East line of the Plat of Maplewood Division No. 2 as recorded in the Book of LlA. ni„mQ ` - no.s� ';C] Pee— Section All of that portion of Section 22, Township 23N, Range 5E W.M. described as follows: All of the Northwest V4 of the Northeast V4 of said Section 22 lying Northerly of the tjD Southerly line of the Plat of Maplewood Heights as recorded in the Book of Plats, volume 78, pages 1 through 4, Records of King County, Washington. Together with the North 227.11 feet of the 'West 97.02 of the Northeast 'A of the C4 Northeast z/a, of said Section. 22. CD 0 F,IDATAtiREMi 92� d74t72 WEV 15 E QSI�II�E�L � ) -1 ;L�-t !Y ? Z 1upellaneous Receipt T� Contract No. 401 lei MODII`ICATION AN3' need No. 26961 W THIS INSTR04ENT: made this 28t:h day of May, 1970, between the BURL TILIPMD 3IC1iiI'RMN TNC., a Delaware corporation, as succesccr in interest and by merger to Northern pacific Railway Company, a Wisconsin corporation, party of the first part, and HYVRY T. RUGGLES, party of the second past, WITNE3- aEI'ti : WHiitEAS, by deed dated January 2, 1900, recorded dune 20, 1900, undo-. Auditor's No. 19030, the Northern Pacific Railway Company, predecessor in interest of the party of the first part, conveyed to James C. Calvin and N. H. Martin with other lands the berein described tract of land, of Mich the party of t. , second part is the present owner, situated in King Country, Wdshintrton, which deed contained a reservation and exception in t5w following words; "Excepting front said lands such as are known ox shall be ascertained to contain coal or iron and also the use of such surface ,round as may be necessary for mining operations Cad the right of acees: to suuh reserved and excepted coal and iron lands for purposes of explor- In,, developing and working the same," and. W:&SMA., the parties have agreed upon a modification of their respective :i n tyres t; in the premises in the f oI]owina manner; "UKREFOM, the Burlington Northern Inc., for va, '•' received, as to the tollawinC describeu Land: The north 3/5 of the weLt half of the northwest quarter of the northwest quarter of the nar''thwest quarter of Section 15, Town- ship 23 Pi404, Range: 5 East, W.M., ;n King County, Washington; MCCEPP County Roads alatig the north and vest lines thereof; LESS all coal, iron and tic righs to explore for and sine the am'e, Covenants to and agrees with henry T. Ruggles, party of the second part, that 3urlinglon Northern Inc., itz successors and assienal shall not ex- ercise the right reserved in snid Deed above mentioned in aAr mann.r which will injure or damage the ..urfaee of said land or any improvements and buildings constructed thereon. In the exploration, development, ex- cavauion and removal of the coal and iron, reaerved, the surface of said land shall not be occupied or used nor shall the party of the first print do any exploration, development or mining beneath the surface of the land nereinsbove described within a vertical depth of 500 feet, 17o EXCi°SP. Tax tvoi Requrroc7 K.ng Canty freasuref BY Deputy .Sn sT', sal BEST COPY AVAILABLE IN WJITNEaS WMEOF, Burlington Northern Inc. has caused this Instrument to be signed by Its duly authorized officers the day and year first above vritton. DURMW1014 NOTMIERN INC. Vice P.1 tUideklt, Y 4- STATF OF UMMOTA ss com?y OF RAMSEY On tliis day of AL---t 1 1970, before me personally ap- poured C. A, Binger to me known to be the Vice President of &irlinCton Northern Iric., the corporation whim. executed the Within and fare instrumen' aiid acknowledLed the said instrument to be the free and cluntary act az.d of said corporation for the uses and purposes ,;ieruiri retaiozed, and on oat;. statea 4�1;at he --'. authorized to execute naj,." instrwnent, and that tie seal affixed is Wye corporate seal of said -i; wram !ss W-MEOF, 11 halik- liereunto set my hand and affixed my official k V.- dai and ;ear last abc-,-e written. S'i +Y': -��f W. T i i A . XER.ZL ...... .. on Win am III im BEST COPY AVAILABLE I BEST COPY AVAILABLE Lfi Traoti 1 fy The gt•anlor ....herein..... ..-harivy ,11...,,.It.u�tf?in.n {h�.li.:.yrkl?.p.r.Rt :�LAtiQ} Ior the 0oUsIderatlen O 4� � d • • . • ... . • . • Dalian and also of benefits to accrue to ..... ....... t.3... - ..... ....... :.... by reason -of laying out add establishing a public road..: through.....,.:, ":.�.;1..................property, and which Is lterelaafter described, eoovey.----- .. relesee_:,.-_: and quit to the County of............:...............State of Washington, for use of ' the Public forever, an a public rued and highway, all interest in the following (lescribrrt real ate via A porttsn O_rrTrset 1 of tlerttn's Ache Treats Unrec: in Sec.15,Twp.23 tl:xi..:' sai i, portion being described -as follows. Tho 5.12 f t:. of 'f be if; 1i2. :,,rye !:`. 1%2 of th-e rr.i•!.Y of the N.W. of the N.W.." of sai.A. Seo. 15: �antainins t):ZO' Acres :=rove or 1039. VW 3.2, 128th Si. (• 132nd Ave. S.E. to 168t�� Avo. 3.�.) together v: b the right to make all necessary slope* for cuts and fillip upon the abutliaq property, and on each" side of said described right -tray, In conformity with standard plansand spodficatioua for hibwaly purposes, w ::.....uc.&++.e ea.eai and purport N i[ the rights pe1"sin =resoled had 6ee!& acquired hpcondemnalion proCetd- . ings under Eminent Domain statutes of the State of Washington; n i- situated in the County of .......... , state of Washington. :.. baled this ......... ..., ...._ WITN Z . � 6, STATE Of WASHMW OM tom".. CW._........... ...................... on the....... ?: `:..•...,. ..., day of 1.11.1 a:;� ........................... ....... 18.:`i.., before me, a Notary ll�tblie iu acid for the State of Waakiagion, duly eommi_wianed and sward, persoaaily eame....,, -- �._..._...:..:. ........ ........ .... . ....... . to me known to be the individual. :. described in and_. . w, executed the within instrument and acknowledged to me that.._ . _..t tz. signed end sealed the setae_ of ..iiwit , Cid voluntary act and deed for the uses and purposes therein mentioned, ,1(+ r�O ind official seal the day and yeartfave writtatt, ' ,N4��plzlic it �1id;for the 5testc o[ Waahingioa, rrsidina at�..ryL�CL.,• ,.. .. _. . A VJ � . I�t i w A O v 04 i •" eft - '� � .'. y ++ A6 - _ SC�.'EH GRADE RELEASE Hit 11A ` of .LI }�i�jAL � Attached Legal Description PDX, F 4.00 CPS I L. y:s.4 44. EEC Se EXHIBIT ,A,' Attarhea here tts 22 said property situated in King County, Washington; for and in consideration of a permit to construct a side sewer to con,•ect these premises to the City Serer Main at less than minimum grade of 2% according to City of Renton Ordinance 1552 and as amende-i by Ordinance 1727 do hereby agree to indemnify and save harmless the City of Renton from all future �j damages resulting from such connection. j THIS AGREEMENT shall be z covenant running with the land and shall be binding :0 upon all parties and their heirs and assigns forever. = IN WITNESS WEHREOF we I hereunto set our hands and s al the ZWAS, yea rst above written. 95 �EEKY A A INC(5EJ't.)(SEAL) e mith, nt (SEAL) Delores Darby Sr,ith, Secr-etar-(SE (SEAL) STATE OF WASHINGTON } COUNTY OF KING } ss On this day of 1j personally appeared before me to me known to be the individual described in and who executed the within instru- ment and acknowledge that signed and sealed the same as free and voluntary act and d"d for the uses and purposes therein mentioned. IN WITNESS WHEREOF. I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. rnRPn RATF FnRA- STATE OF 14ASIIINGTON 1 COUNTY OF KING 5 SS Notary Public in and for the State of Washington, residing at Renton On this 21st day of March , 1984 , before me personally appeared —George, parh + to me known to be the of t e corporation that executed the with n Tnstrun;ent, an ac now a ge t e saia instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and each on oath stated that he was authorized to execute said instrument and that the seal affixed is the corporate seal of said corporation. Fit FOR RECORD AT MT OF ffff Of TIE C" Notary Public in and t3�, #id t ofr il �Washington. residing Atqta 1 - s , Tq EXHIBIT A The north 3/5 of the west half of the northwest quarter of the northwest carter of the northwest quarter of Section 15, Township 23 North, RanRany 5East, W-M. in King County, Washington. EjeeUt tile ngEth 30 feet and the feet thgr g f�� gount,v read and except the south 12 feet of the north 42 feeL of said north 35 _ conveyed to King County for S.F.128th Street by Um ed recorded under Auditor's File No, 5853034, and except the south 140 feetRf the north 182 feet__ of the -east 160 feet of the west 390 Wet —of said onrth 315 nf_thn ungt half of the northwest quarter of the northwest quarter of the northwest quarter of said section 15. BEST COPY AVAILABLE r SEWEr, GRADE REEEASt 00 qtm fi O Attached Legal Description lot 1 George Smith Short Plat #084-83 AF8407239001 March 21 1994 RECD F 3.00 GASHSL Ms464 E said property situated in King County, Washington; for and in consideration of a permit to construct a side sewer to connect theme premises to the City Sewer Main at less than minimum grade of 2% according to City of Renton Ordinance 1552 and as amended by Ordinance 1727 do hereby agree to indemnify and save harmless the Cit.; of Renton from all future damages resulting from such connection. THIS AGR1rMNT shall be a covenant running with the land and shall be binding upon all parties and their heirs and assigns forever. IN WITNESS NEHREOF a hereunto set qi!r hands_ and R l theday rd y first above written. 4 EE! E R HES 1 N . (SEAL)_ << :�f.d : �E ffc iSEAL) George a rent {SEAL' Ilelores Dart; .. n� Secretary —(SEAL) STATE OF WASHINGTON ) COUNTY OF KING ) ss On this day of , 19 . personally appeared before me 00 to me known to be the individual described.in and who executed the within instru- ment and acknowledge that sign-d and sealed the same as free and voluntary act and e�bFZ r uses and purposes therein mentioned. IN WITNESS $EREOF. I have hereunto set my hand and affixed my official seal the day and yeast►tillttM9,rtrk#ficate first above written. ,Mai X Mots — Notary Public in and for the State of CORPORiH;FORM: Washington, residing at Renton ATE STATE OF WASHINGTON ) COUNTY Vf 11,&�\lAa } Ss On this 21L_day of march - . 19gL_, before me personal"y appeared torag A. Sloth and Q1,1nres rjIV -Smith I to me known to be the r i of e corporation that execu e t c sr t o instrument, an ac now a ge t e sari trument to be the free and voluntary act and deed of said corporation. far the uses and purposes therein mentioned, and each on oath stated that he was authorized to execute said instrument and that the seal affixed is the corporate seal of said corporation. fie FOR RECORD Al EST Of Notary Pub t in and • of Ofli Q1wo�;" �, _ Washington, residing a Ilentan „h.. rX0 d /y r, V dCC'T f"% Ai I II A rpI C Fi1e-Na: ?-10.r.-$0 DECLARATiON OF RESTRICT.I`lE COVENANTS WhEREAS,.Dom 1n4c J. a;olasurdo and his wifi: Anna M. Colasurdo are the owners of -real property it1 ttie City of- .Renton, County of .Kisig,;Stat,e of Washington, ('tscribid as fo11nn�s The south 55 Feet cF Lhe following described-prope.rt.y: The north 3/5 of the E�resr half of the not woest quarter of the north�•res; quarter of the northwest quarter of 5:.c0on,l5. To%,mship 23 North, Ran;- 5 '!7 East, W.M., in King County, tidasE,�r:gtGli'. CD.. EXCEPT.�lle north 30feet and the west 30 feet thereof for county roads, and except the'south 12 Feet of the north h2 feet of said north 3/5 conveyed to Xing County for 5-E. 128th Street by deed recorded under Auditor's Fiie No. 5853034, and except the south 140 felt of the Borth -182 feet of_the east 160 Feet of the west 19n feet of =,J d north 3e, ' of the west half of the: northwest quarter of the northwest quarter of. the no Q hwest quarter of said section 15. WHERVAS', the owners of said described proparLy, hereinafter "the property," desire to Impose the .foliowing restrictive covenants running with the land as to use, present and future, of the property. ::OW, THEREFORE, the of,3resa-id owners hereby establish, grant and Impose restrictions and covenants running with the land as to the use of the land hereinabove described with respect to the use by the undersigned, their successors, heirs and assi:lns, as follows: I.IMiTATION OF DEVELOPMENT Development of the s;pbject property shall be limited to business or commercial uses enumerated for the B-I zone in the City of Renton Zoning Code. Development of x,esidentlal uses is prohibited. DURATION i_11-s;'_i * _.-- .i:o-i These covenants shall run with the land and expire on December 31, 2025. If at any time improvements are installed pursuant to these covenants, the portion of the covenants pertaining to the Sputiii[. inSiaiicvi ~j' t!�L Ordinances of the City of Renton shall terminate without 'n "essity of further documentation. Proper legal procedures in the superior Court of King County may, be instigated ay either the City of Renton or any property owners adjoining subject property who are adversely affected by any violation or breach of these res�rictive cove.ants. Reasonable attorneys' fees incurred during an enforcement proceeding will be borne by thL parties ivhcm the court determines are in error and shall be entered as a judgment such action. i t t} err. F::G f . ;�f -iC-Zue ,1 -11k C11-y ClA731� revs f[fiN`l'Q 1E�'l1C'. E'I Rf_ Dominic J. Col rdo Anna M. Colasurdo' Page One of Two STATE OF WASHINGTON) COUNTY OF KING ? nntni s ;i': day ai_ --.1 `- n..r ,f .�_Is :5t._� t�eFnre one persorak ly Ln D ;pPeared Dominic i. Cola, irdo and Annzt N. Culasurdo, the persons who e).cutea -- the within and foregoing instrumernt, and ackm-eledged said instrurtie.nt to tre C:) the free and voluntary act and deed of said persons for the uses and purposes therein mntioned. IN WITNESS WHEREOF, I have hereunto set my hand ar. affixed my official seal the day' and year First above wri c ten. Notary Public in -Ind -for the St;at_ of Washington, residing in ti� -2- BEST COPY AVAILABLE ter BEST COPY AVAILABLE i; .4 of j o A P4 A4f ii If J AE L-. c t P t-A a �m .# r , lip IID TIV-0% Oz 1492 cu-." —.,. : •A I al jo Is Mv. 14 ILIA Nil m k '41 r; 11 $6. t3v/?3 00400 0 CASHSL b 0 lQa6,9 c 0 O GEORGE A. SHiTH at?d DELI)RE5 D. SMITH, husband and wire, ("Grantor"), gram:., convey and qu't �iaim to LES SCHWAB PROFIT d� SHARING RETIREMENT TRUST, ("Crantee°), and rf-serve unto theraselv--'s, for the purposes herairafter set forth, a perpetual, non•-exniusiva easement under, across and over the following d_9cribe- Cal pr-.Pyrty (the nrig7 -cf wad" I3ere11. s1.tuated Ln Xing 0)Unr,y, Erf+ The Borth 30 fect of Lat 2, City or Ranton ;short Plat u� Ko. p0�1-83 (F�k yvrrtry-iFs „a aCf+, aT �:v+� ass a�e�6 1�'r4l l The East 24 feet rf Got City or Penton '„ot, Line fi r' , Ad aastwent N. 1109-86 ; and r � 'he South 24 1'r-,at of Luts 1 and 3, City of Rental; Lot �fne 4d ,usturent No. ^09-85. 1. Pur 4ae; 1srantor and Grantee shall have the mutual .ani r non-exolusiv�l righ'; ,n Lse the right-of-N-ly for ingress, egress_ andutllity purpnsas for the benefit of the owners of Lot 2, City of Ren'on Short Plat N- 084-83, atnd Lotzl 1 -end 3. City of 9enton Lnr• Line No_ 130q-36. Titre ^oz'rlty. i1pshir.aton. 2. Cona',:rurtior,: ELtner party shal.1 haves ine right. to CGnstrnrt, at 11,,,- P-L atq ao,,e axFe:iae. 5L1'y! imp-o%rrlrrlents ns tiros daatird ne^.sssary by Lbat� party rot' the purponq of providing trigrese Qtr-Azi and aa1:i.L`::1.�9 opon a"d ISljB rfi. heS..x+'; linn�r1 right -of -tray, togetner with all necesasry or oonvanient appurtenances therefore. Following the initial consi:raction ar such facilities, eiGhL-r party :nay, frnm ti se to time, at its convenience and at ita sole expense, conitruct iauch additional facilities upon and under the right -or -wax ro, ilagress, egress and U U utilities as it may e'equlre. Ref G 3, z Qf LGrb t_�-daY: Both parties reserve the right to 0) Ilse the portion of vigh t-of-way whL:!h is owned by them i" fee ice? siMple for auy purpose not inConal9Cent .pith the right3 here'n g: anted, pro..ided, t:t'a3t .lc%tuer party shall corstruat or maintain arty building or other' StrUCtUrle, on the right-of-waY whictr -1d interfere with the exerciss of the rights beceir. granted. 4. Ubstructl._..s grid andscaping: Either party may, from t;mw to time, remo,F trees, brakes, ar ol,herr c.bstru.ctior5 withit. trr: right-of-r-ay Red Tay level and grade the right-of-w3Y r. the exl.ent reasor:.ablg n?cagsary to Car )( nut th- p:JrpoBGs set 4 : -th in Paragraph i hereof, provideq, I,hst following any sued WOTLIK, rho party abali, ¢a the extent reasona},ly practical, restore the right-of-wny to the coud3tlon IL was i-i:aediately prior to xuah worn. Following ,he in3tallat:on ofs UlMargroLLC•01 faGlli,ti83, a p¢rwy r:t3y undertake any ardinary improvemants to the laildscapitig of prccided that no `.revs or other p2•:;a1La shall be R.'r.ted thore.on wtlich wr,;,Ld bEz i,nreasovably exrengivo or im�s�a�ticai L'o remove or restore. gDlka parties ;-Ye MO i7a22! i�Y 11 ii hClld lasr� s3; thi+ othe.- parl.y frQw aay and �aiL damagea Suffer-',] of any pev*oc wUob nRu hn r,•.�}an,i t1Y q Pa tv'9 ekFrcisG Gf the r:!;hrs herein gr.^.rttd. EASUM 2 b. Maintenance: Following the initial oonstruotwon of improvements upon the rjSht-of-way, ar the acistrirction of additional t:pon the r•igl r-cf-vay, by sither Party as provided in ParagrapL 2 above, necessary maintenance of any road improvem:,jts shall be agreed upon by tare mu:aal aa"sene of efee Kr parties and the expenae thereof' snatl be borne by the parties equally. Repair of utility irprouemerts shall be made by mutual ca :p eottsert of, aria at the expenss of the p3ptie2� banAfittina from L•he utility improvemet:t for which rapaje is required. Su^ceesora and kas'.gns: The cnuvanaats h_•rein contained shall run with tha land and aria binding upon the parr+oa her , their heirs, suceesso.•s ai:I assigns, ai;d all subsequent ownros thereof. S gated: September , 1995. GJANTOR :01 Lill j it George A, i tk ?el4res D. S+ml h i NNTVw F' LF:9 5:+t:xat� �nof'it Saving �:etiremsri +�uac BASEMENT 3 STATE OF WASHINGTON ) 5� 7UM OF RING I certify voat I know or have s=tisC--0vy evide-toe L`'at and c7ELO-ES T_ SMITH xigntid this it.strumenF 3c.d acknowledged it to be their free and voluntary act for 11he use- and purposes mentioned in th instrument. NO.',a ` _n dd it Washington, residing A_ liy appoin'mznt exp+ Iles �ThTE OF eASHINGTQR ) t aS COUy'TI OF KING ) I oertiiy that ; kP ov or have sat.sT3c ors rvidence that sigr:ed this instrksaenb, Gn r-ath stated that he/sne was a:stYr�rlxa! to exacute the ittsCrtl'tarlt art acfrnouledae it as -he T^LisGee of LES S;CEWAB 13ROFI'� S;iARI"fC RETIRMENT TRUST to be the free nrid vas:intary acnt of :+ucn p _t,ty Cor the uses and purpo os mentioned in the iYLstrumert DATED: September 1_, f-)S6, STATE OF 1YASHiNGTON, ss. County of sting 1 C)n this dry pF.FvrLh:1y ewes cJ kkrt e!e Ceorgo A. Smith fa nw known to Lv 0.4 ind?veduil &ULri4'%t in %M aln unnted L"-e withia 2a6 wregatry irz+trt Meal. an'{ xek_"0wt&3'Vd that 11r Lbe cnre as itiN lrte and wlumwy Act -And deaf. uses jad punya s-.3 tbmvia rr it nc{. GiVA q under mg 4Y.4 tad r2l•ial Sst fh-u rNo r r ~frCi-iirY�rvn. as xcar,�vs eovxskr _ ,reo; rieuwc reset 14 z G-e •r'r.^ r��_i' EIIa�iT:J. RFCI�nr '::itC GtCiFANY My Ccsmi ssio7r. Expirva: YEA - %z' STATE GF WASHTIGTOR Z o4 f�oLary' Oubli In and Fdrr the 3t3.}e-oT— N Am COMMERCIAL LEASE AGREEMENT 0401 EFfECTIVE UNTIL ACCEPTED BY WASHINGTON NATURAL GAS COMPANY) hr. LEASE -17ERMS 177,.- w Imom.- Ih! d� , 0! Ih. —'. 'I I— I", bCJ'q % u"M- IN: -11PPLAo'c" L'• AKIWIrd and such rmmis rmay L-' U. -A. 1n 1,,• "o" V.11TY IC :1, C o neCEIrl ()r •A COPY OF THIS LbIA -%G-R�L'- jT L 4 "7';1FC1.tk 10 ; ftN11 AGnLC5 TO ABIDE Ew $IS T&RMS AND CC14C T1014r bit $PECIAL Lf"E PROV1310H APPLES; 0 AS AS GT AL I CCT, I ",.1 1 0- k L —C. 1:1J1 171 IOL z. rYELLOWI L:o it i) i , , r\VHITE) 3.(arkEEN)INSIALLA71ONS. 4,4001.0)CUSTO1ALn 2 Customer may purchase the Appliance at a price dalcfrmned by Company based upon Ihn deprCcialcd value of the leased Appliance. 3. II is understoea and agreed that Company has no conlrel over the use of the leased property by the Cuslomer and ;hat Company shall not be Irabte to Cuslomer for any cfairn nr any nature whatsoever resulting from the use or condition of the Appliance, except that Company, whenever notified uy Customer that the Appliance is not operating elficienlly, agrees promplly to adjust file Appliance so as to restore 4� it to efficient operating condition, which maintenance Shall ,q be at the Company's own expense plovided Ill larlure or r� impairment at the Appliance's efficient aperating condihcn 4vas not due to Customer's act or negligence, or to adverse conditions under which the Appiiance is operated. StiCh maintenance shall apply to the Company's properly only C—) and shall not apply to the Customer's I€xlures or appurtenances 4 Cu sl4mCr agrees nal to tamper with, adjust, repair or move or relocate said Appliance without permission Irom the Company first all and to use the same only for its ordinary intended purposes, and to ullkle ordinary lap wafer and a non -corrosive air supply under standard atmospheric conditions. Relocating the Appliance. when approved by the Company, shall be at Cuslomer s expense and shall to conic only by a person or persons approved by the Company. 5 Company, kvilhoul prejudice to any, other Claim it may have hereunder, may terminate this lease and el Customer's premises and disconnect and remove Ine Appliance after the initial term in paragraph I tfronl sides as a matter of right or at any lime one or more or the following conditions exist: (a) frripropor use of the Appiianco. ;Is use will a contamOaled wafer supply, its use with an air supply with contaminates deleterious to [he Appliance, or Its use at an air pressure Tess than normal atmospheric pressure. {b) Sarisfacloy operaffon is not rL-asonabty possible, (c) Customer fails to pay rental charges as provided herein wilhrn thirty (30) days after the above mentioned due date. or Customer fails to pay for gas furnished, or ceases to he a gas customer Company's lailure to terminals Ihis Agreement by reason of any default by Customer shall not constitute a waiver of any other right Company may have against Customer because at such delaull, nor a waiver at any subsequent detauft. Customer shall l liable for any damages to the Appliance resulting Irom improper use at the Appliance OF its use under she conditions described in subparagraph (a) above B. Customer may terminate this Agreement alter the initial term in paragraph I Ilronl side). by thirty (30) days' mmen notice to the Company but in any event, surrendering the Appliance la the Company in the same condllien the Appliance was in at Zhu lime of inslaflakon, ordinary wear LL a and Icar cxccplcd. Upon tarmrn,1l of [his Agreement far any reason at by any melhod, Custamnr agrees that ha VAR unrnedialety-urrcrder possession of said Appliance, rnctuding all piping and installation accessories owned by the Company, to the Company, and that he wits permit representatives of the Company to enter upon the premises where said Appliance is located far the purpose of removing the same provided, however, that in such event Cuslomer may retain the piping and installation accessories covered by this Agreement at his option upon immediate payment to the Company at the value of said piping and accessories, 7. Company reserves the fight la eetuso to remove from Customer's premise any existing equipment that has been replaced by the Appliance. Subsequent re-inslallalion of existing or subslilute equipment upon termination of lease will be at Customer's expense. B, 11 is underslood and agreed thal upon termination of this lease, the Customer wilt make the rental property available in mo Company for removal by the Company or the Company's aulhorized agent. Customer agrees to indemnily the Company from any loss or damage to the leased property except ordinary use and wear during the period of the lease and to save the Company harmless from any claim of any nature whatsoever resuiling from the use or Condition of said properly except as olherwl herein specified. 9, SPECIAL LEASE PROVISION charges are extra costs Ihal occur when leased equipment is installed at other than a normal street level€ocation, andwhenadditignal man power or special equipment is needed to install, service, change- oul cr remove the appliance. Customer agrees to pay all spemal- leas e-prowsron charges. 10. It Appiiance is lobe placed in an area that is not insulated and/or exposed to the wcalher. Customer agrees to assume all risks associated with lines or the Appliance Ireezing and shall hold Company harmless from the same. Cuslomer furl her agrees to crinslrucl a Company approved prolecfive and wafer light housing around any Appliance filing this siluaticn. 11. ASBESTgS. Customer or Cuslamar's agent agrees to make a good failh inspection prior to instaltalion to determine whether materials to be worked on or removed contain asbeslos. if asbestos is lound where lho Appliance will be installed. Customer shall be exclusively responsible for and bear the entire costal all necessary asbestos removal, unless expfieilfy staled otherwise in this Agrecmenl. Customer further agrees to provide any requiredpost-ashes;os removal lest demonstraling that airborne asbestos is at a safe level_ f2. it required by any applicable law, ordinance, regulation, or enlorceablc requirement, Customer shall pay lot all necessary engineering studies required prior10 inslailalion 20051229001534.00 I AFTER RECORDING MAIL TO: Name: LandAmerica Financial Croup, Inc_ Address: 7557 Rambler Road, Suite 1200 Lock Box 31 City/State: Dallas, Texas 75231 Attention: Jodie Tanner Filed for Record at Request of: i R Vi ii d iiiiii icii hill im II[1l lirl lilt 111111111r ull 1111! uld 11111111 20051229001534 LANDAMERICA CO AG 38.00 PAGE001 OF 007 1Z/2912005 13;08 KING COUNTY, 1JA Jodie Tanner LandAmerica Financial Group, Inc. 7557 Rambler Road Suite 1200, Lock Box 31 Dallas, TX 75231 ��Y<J le ,/ •` _ r rJy °f 100'/ mt- 15- Z3n1ySE �- inlsir/ ACCESS AGREEMENT THIS AGREEMENT is entered into by and between SUNCOR HOLDINGS -- COP Il, LLC, a Delaware limited liability company ("Grantor"), and CONOCOPHILLIPS COMPANY, a Delaware corporation ("Grantee"), and shall be effective as of December del , 2005. RECITALS: WHEREAS, Grantor is the fee simple owner of that certain real property (the "Property") which is the subject of that certain Real Estate Sales Contract (the "Contract") between Grantee, as Seller, and Grantor, as Buyer; as legally described on the attached Exhibit A, and WHEREAS, Grantee is seeking Grantor's consent to enter the Property for the purpose of testing, assessing and remediating Covered Contamination existing as of the safe date of the Property to Grantor, all as required by the Contract; and WHEREAS, Grantor and Grantee desire to set forth their respective rights, responsibilities and obligations regarding the Grantee's entry to, assessment, and remediation of the Property. /�y ;-IL.ED FOR RECORD AT REQUEST C: Master (WA) B-208/44". TRANSNATION TITLE INSURANCE 06 site Na__ 26l 1a70 QBL'FM740289.000071197361 8,1 20051225001534.00 NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements herein, Grantor and Grantee agree as follows: 1. The above Recitals are hereby incorporated by reference. 2. Capitalized terms shall have the meaning set forth either herein or in the Contract. 3. Grantor hereby grants to Grantee the right to enter the Property (the "Right') from time to time for the purpose of performing necessary tests, assessment and remediation of Covered Contamination (the "Work"), pursuant to the following conditions: A. The Right granted herein shall be exercised by Grantee and/or Grantee's agents, employees and representatives. B. The Right granted herein may be exercised from time to time and for so long as reasonably necessary or required in Grantee's discretion, but subject to limitations in the Contract, to accomplish the tests and remediation herein described. C. The Right granted herein shall be exercised by Grantee with due regard to the limitations in the Contract and Grantor's use of the Property and without any unreasonable disruption of such use. 4. Liability for any and all costs, expenses, fees and/or any other expenditures necessitated by the Work shall be borne solely by Grantee, who shall indemnify, defend and hold Grantor harmless therefrom; provided, however, that the obligations described in this Section 4 shall not apply to any New Contamination, as that term is defined in the Contract. Grantee shall at all times keep the Grantor Site free and clear of all liens and encumbrances relating to the Work. Grantee shall provide, at its sole expense, any security necessary for the protection of the Work. 5. The Work shall be performed at all times in compliance with all applicable laws, regulations and orders of any Agency. Grantee shall dispose of soil and groundwater removed during the performance of the Work in compliance with such laws, regulations anld orders. 6. Grantee shall indemnify, defend and hold harmless Grantor, its agents, employees, members, officers and directors from and against any and all Damages connected with: (a) Grantee's exercise of the Right granted herein; (b) any personal injury or property damage occurring on or about the Grantor Site during the performance of the Work; or (c) any negligent or intentional act or omission of the Grantee, its agents, employees,. or representatives in the perfomnance of the Contract or this Agreement. This indemnity shall R-208M4 -134d. -2 Site No.. 2611070 QBI'HX17402 89.00007t 1973 618. I 20051229001534.00' not apply to Damages arising from disruption of Buyer's operations at the Property, unless such disruption results from Seller's gross negligence or intentional misconduct. 7. Upon the expiration of this Agreement, Grantee shall remove or close in place its remediation equipment located at the Property and repair and replace with equivalent materials, any portion of the Property affected thereby to its present condition, in compliance with industry standards and Agency Standards. 8. Grantee (or its environmental consultant), at its sole expense, shall procure and maintainthroughout the term of this Agreement commercial general public liability insurance with combined single limit coverage of $1,000,000. Upon request, Grantee shall furnish Grantor with a certificate of such coverage prior to any entry upon Grantor's Site_ 9. This Agreement shall remain in force until the earlier to occur of (a) the granting of a "no further action" letter (or similar letter) by the Agency: or (b) five (5) years from the date of full execution hereof. After the termination of this Agreement and upon written request from Grantor, Grantee shall deliver a Termination of Access Agreement in recordable form to Grantor. 10. This Agreement, and all of the terms, provisions and obligations hereof, shall be covenants running with the Property and shall inure to the benefit of and be binding upon Grantor and Grantee and their respective heirs, successors and assigns. 11. Any notice required or permitted to be given to any party shall be in writing and shall be delivered by hand, mailed by first class mail, postage prepaid, telecopied or sent by overnight courier to the addresses set forth below. Any such notice shall be deemed to be received: (a) if delivered personally, on the date of such delivery; (b) if mailed, on the third business day following mailing; (c) if telecopied, on the date of transmission; or (d) if sent by overnight courier, on the first business day following delivery to courier. To Grantor: 11601 Wilshire Boulevard, Suite 700 Los Angeles, California 90025 Attn: Keith Marks rax (31u) 60941-5101 To Grantee: 3611 Harbor Blvd., Suite 200 Santa Ana, CA 92704 Attn: Real Estate Dept. (DC56) rax t i 14) 428-8051 The parties may change their respective notice address to any other location within the United States by giving a notice of the change in accordance with this Section. [SIGNATURES TO APPEAR ON THE FOLLOWING PAGE] B-208/4th-134d. QBFHX1740289.0000711973 619.1 -3- Site No.: 2611070 20051229001534.00, IN WITNESS WHEREOF, the parties authorized representatives have executed this Agreement. Grantor: SUNCOR HOLDINGS — COP ii, LLC, a Delaware limited liability company By: SUNCOR HOLDINGS MANAGERS — COP if, LLC, a Delaware limited liability company Its: Sole Member By: SUNCOR HOLDINGS LLC, a Delaware limited liability company Its: Sole Member By: GSM PARTNERS, LLC, a California limited liability company Its: Managing Member By: WINDRIVER CAPITAL GROUP, INC., a Cafornia corporation Its: Manag � By: Name: Keith Marks Title: President Grantee: CONOCOPHILLIPS COMPANY, a Delaware corporation A t` By: Name. Matthew l Fischer Its: Attorney -in -fact ACKNOWLEDGMENTS ON FOLLOWING PAGES QBPM740289.00007\1977736. E -4- 20051229001534.00 STATE OF CALIFORNIA ss. County of Los Angeles ) I certify that I know or have satisfactory evidence that Keith Marks is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he is authorized to execute the instrument and acknowledged it as President of WINDRIVER CAPITAL GROUP, INC., a California corporation, the Manager of GSM PARTNERS, LLC, a California limited liability company, a Managing Member of SUNCOR HOLDINGS LLC, a Delaware limited liability company, the Sale Member of SUNCOR HOLDINGS MANAGERS — COP 11, LLC, a Delaware limited liability company: the Sole Member of 133UNCOR HOLDINGS -- COP 11, LLC, a Delaware limited liability company, to be the free and voluntary act of such party for the uses and purposes mentioned in this instrument. DATED: Decernber (Ar,12005 KATHYM M. � EININGER � 0 NOTARYPUSLfC-C:ALIFORNIA�CI *'-PAll ic 2 OfiANGE CODUW () Name (typed or printed): ✓ canak r-xP. aUG,1�, zana-, Y PU LIC in and for th6 State of My appointment expires: QSPHX-WA1740289.000n 1977237.1 -5- 20051229801534.00E STATE OF CALIFORNIA ) ss. County of Los Angeles ) I certify that I know or have satisfactory evidence that Matthew J. Fischer is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he is authorized to execute the instrument and acknowledged it as the Attorney -in -fact of CONOCOPHILLIPS COMPANY, a Delaware corporation, to be the free and voluntary act of such party for the uses and purposes mentioned in this instrument. DATED: December , 2005. MI-hy M. $% 1040ER -g 0 ROTARYPUBU �u5owm+fl couNrr 0 2 COM IXQ, AUG. 19. 2005 " B-208/4th-134d. QBPHX1740289.0000711 973618.1 Notary P blic jI Name (typed or printed):1 MY PUBLIC in and for the State of My appointment expires: 6-10-0� 1.1 Site No.: 2611070 20051229001534.00 EXHIBIT A LEGAL DESCRIPTION ("the Property") THE SOUM M FEET OF THE NORTH 182 FeET OF THE EM71160 Mr.-T O THE~ WEST 190 FEE' OF 114E NORTHWEST 111� OF THE NORTHW'Ez� 1114 OF SECT10iv 15r T i�WNSHIP 23 NORTH, RA14GE= 5 EAST, W. M., RECORDS OF ICING COUNTY; SITUATE IN THE CITY OF RENTON, COUNTY OF KING, STATE OF WASHIN(MN. A,PN - 5182100008 B-20814th-134ci. Page 1 of 1 Site No.: 2611070 QBPEM740289.0000711973618.1 Return Address: Kyle V. Leishman Jones Waldon Holbrook 8t McDonough 170 South Main Street, Suite 1500 Salt Lake City, UT 84101-1644 200810 3001386 LPN DPMERICA CO EA5 54.00 18/ 3f2008 15325 MING COUNTY, W,q Document-Title(s) (or transactions contained therein): 1. Cross Easement Agreement 2. 3. 4. Reference Number(s) of Documents assigned or released: (on page of documentation(s)) Grantor(s) (Last name first, then first name and initials) 1. Renton -Northwest LLC 2. Les Schwab Profit Sharing Retirement Trust 3. 4. 5. Additional names on page - of document, Grantee(s) (Last name first, then first name and initials) 1. Renton -Northwest LLC 2. Les Schwab Profit Sharing Retirement Trust 3. 4. S. Additional names on gage of document. R RRi i,F*R#tk Legal Description (abbreviated: i.e. lot, block, plat or section, township, range) Lots 1, 2 and 3 of Renton LLAa No. 011-88, Rec, No, 8810119002 Additional legal is on page 10 and 11 of document FILED FOR RFCORO AT THE REQUEST OF A,LandAmerica ME Commercial Services Assessor's Property Tax Parcel/Account Number. 518210 0008, 0009, 0010, and 0016 Additional Tax Parcel/Account Numbers on page ofdocument i RR RRi Rrt#it#*###**ik#1k#*RR****i**iRRRR*i.k**�F*9tki4**�kek*ii�lR�k***�L****i'k*i irk k�ri Rik �kR�k iil�l �F�4 �k�k *�k*.t �k*i RR*R#*##1kR The Auditor/Recorder will rely on the information provided on the form. The staff will not read the document to verify the accuracy or completeness of the indexing information provided herein. *#*##*�*iiRiRwR*RRRR##Rii#*ii#iiilkilk*?i**i'}iiiii*iii4t911k*Riti+F#iiki#*+Ri,kiRiiRR*,k#Rak#RiRiRiRRii *Ri R*akRR*R RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Kyle V. Leishman Jones Waldo Holbrook & McDonough 170 South Main Street, Suite 1500 Salt Lake City, UT 84101-1644 CROSS EASEMENT AGREEMENT THIS CROSS -EASEMENT AGREEMENT, (hereinafter referred to this "CEA" is ade and entered into as of the date of the last execution hereof, which date is the 7 �-,W day of 2008, by and between RENTON -- NORTHWEST LLC, a Delaware limited liability company ("Renton Northwest"), and LES SCHWAB PROFIT SHARING RETIREMENT TRUST ("Les Schwab") (individually, a "Party" and collectively, the "Parties"). W ITNES SETI-I: WHEREAS, Renton Northwest is the owner of that certain tract of real property located in King County, State of Washington as more particularly described on Schedule I attached hereto and depicted as the "Renton Northwest Parcel" on the Site Plan attached hereto as Exhibit A (the °Site Plan"); and WHEREAS, Les Schwab is the owner of that certain tract of real property located adjacent to the Renton Northwest Parcel as more particularly described on Schedule 11 attached hereto and depicted on the Site Plan as the "Les Schwab Parcel% and WHEREAS, the Parties desire to reconfigure the improvements on the Renton Northwest Parcel and the Les Schwab Parcel as depicted on the Site Plan and in connection therewith the Parties desire to grant for their mutual benefit reciprocal easements for ingress and egress, parking, signage construction and maintenance as more particularly set forth herein. NOW, THEREFORE, the Parties hereby declare, agree, covenant and consent that the Renton Northwest Parcel and the Les Schwab Parcel shall be held, sold and conveyed subject to the easements and covenants set forth herein and which shall bind and benefit the respective parcels to run with the land and be binding on and inure to the benefit of all parties having any right, title or interest in the described parcels or any part thereof, their heirs, successors and assigns. Further, in consideration of the premises, the agreements and the covenants of the Parties hereto, the mutual benefits and advantages accruing to them, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: ARTICLE I BASIC DEFINITIONS Section 1.1. "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of fee simple title to the Renton Northwest Parcel and the Les Schwab Parcel, but excluding those having such interest merely as security for the performance of any obligation. Section 1.2_ °Permittees" shall mean tenants and subtenants and the occupants, contractors, customers, agents, licensees, guests, employees, and invitees of an Owner, its tenants and subtenants, PEW— Renton_ i.es Schwab Access Easement Agrecrilent {2).DOC i Rentoa ARTICLE It EASEMENTS Section 2.1 Qe_finitions and Documentation_ For the purposes of this Article 11, the following shall apply: (A) An Owner granting an easement is called the "Grantor", it being intended that any such grant of an easement shall thereby bind and include not only such Owner but also the successors and assigns to a fee interest in the Parcel of such Owner. (B) An Owner to whom the easement is granted is called the "Grantee", it being intended that the grant shall benefit and include not only such Owner but its successors, assigns, and Permittees. (C) All easements granted herein shall be non-exclusive and perpetual. In the event an Owner transfers or conveys a portion of its Parcel, those easements granted under this Article 11 which benefit, bind, and burden the remainder of the Parcel not transferred or conveyed shall benefit, bind, and burden the portion of the Parcel so transferred or conveyed, and those easements granted under this Article 11 which benefit, bind, and burden the portion so transferred or conveyed shall benefit, bind, and burden the remainder of the Parcel of which it was a part_ P No Owner shall extend `or the benefit of any other real property the benefits of any easement granted hereunder. Section 2.2 Easements for Use of Access and Parking Area. Each Owner hereby grants to the other Owner a non exclusive easement in and to the "Access and Parking Area" depicted on the Site Plan on such Grantor's Parcel for ingress to and egress from such Owner's Parcel for the passage of vehictes and pedestrians and for vehicular parking_ Notwithstanding the foregoing, all parking in the Access and Parking Area may not be used for employee parking. Section 2.3 Initial Development Work. The Parties acknowledge that the configuration of the drive aisles and parking area on the Les Schwab Parcel existing on the date of this Agreement is not as depicted on the Site Plan and that Renton Northwest intends to reconfigure the entrance from Union Street into the Les Schwab Parcel and the parking area over a portion of the Les Schwab Parcel. in connection therewith, Renton Northwest shall have the right to scarify, asphalt overlay and re -stripe the drive aisles and the parking areas located on the Les Schwab Parcel and to relocate the existing Les Schwab sign to the south of the new entry (collectively the "Initial Development Work', Renton Northwest agrees that the Initial Development Work shall be performed pursuant to (i) plans and specifications approved by the applicable governmental authority and Les Schwab, (ii) a construction schedule approved by Renton Northwest and Les Schwab; (Hi) in accordance with current industry standards, and (vi) as set forth on the Site Plan, Les Schwab hereby grants Renton Northwest a license to enter on the Les Schwab Parcel to pellorrn the initial De'veioprnent VMIOrk. Les Schvrab a'^,l;nov.,led^yes that the initial Improvement Work may require the temporary closure of the existing entrance drive into the Les Schwab Parcel and hereby consents to such temporary closure. Renton Northwest shall coordinate the Initial Development Work with the Les Schwab or their tenants and shall use its best efforts to minimize any disruption of the existing businesses located on the Les Schwab Parcel in constructing the Initial Development Work. Renton Northwest shall defend, indemnify and hold Les Schwab harmless from and against any and all liens, losses, liabilities, costs or expenses (including reasonable attorney's fees and reasonable attorney's fees on appeal), incurred in connection with the construction of the Initial Development Work, except to the extent occasioned by Les Schwab's negligent or willful wrongful act or failure to act. PECQ_Rcntoo_t es Schwab Access Easement Agreement (2)DOC 2 Renton Section 2.4 Sign Easement. Renton Northwest hereby grants to Les Schwab an easement for installation, maintenance, repair and replacement of a sign to be located in the location depicted on the Site Plan. Les Schwab shall be responsible for the costs of constructing such sign in compliance with all applicable governmental requirements. Section 2.5 Utility Easement. Each Owner hereby grants to the other Owner a perpetual, non-excius€ve easement for the installation, maintenance, use, operation, repair and replacement of utility lines and appurtenant services over, under or through the Access and Parking Area, provided that the rights granted pursuant to such easements shall at all times be exercised in such a manner as not to interfere materially with the normal operation of a Parcel and the businesses conducted therein. ARTICLE Ill MAINTFNANr=E, TAXES AND INSURANCE Section 3.1 Insurance. Each Owner will at all times maintain or cause to be maintained with respect to its Parcel and all buildings and improvements thereon: (i) commercial property insurance against loss or damage by fire, lighting and other risks customarily covered by an special fOTM all-risks policy of property insurance for the full replacement cost of the B0ding(s) and Improvements located thereon and (ii) commercial general liability insurance (including contractual liability coverage) against claims for bodily injury, death or property damage occurring on, in or about such Owner's Parcel in the combined single limit amount of not less than TWO MILLION DOLLARS ($2,000,000.00) per occurrence. Nothing herein shall be construed from prohibiting an Owner which itself, or in combination with its parent corporation or group of affiliates which together maintain a program of self insurance, has a net worth in excess of TWO HUNDRED MIWON DOLLARS ($200,004,D00.00), as determined by generally accepted accounting principles, from self -Insuring for such insurance coverage, nor shall it prohibit an Owner from providing such coverage pursuant to a "blanket" policy of insurance. Section 3.2 Cross Indemnity. To the extent not covered by the insurance policies described above, each Owner (the "Indemnitce') will pay, and indemnify and save harmless each other Owner (the "Indemnitee") from and against, all liabilities, losses, damages, costs, expenses (including attorneys' fees and expenses), causes of action, suits, claims, demands or judgments of any nature arising from: (i) any injury to or death of a person or loss of or damage to property occurring on the Indemnitor's Parcel; (ii) any use or condition of the Indemnitor's Parcel; and (iii) any negligence or tort ous acts of the Indemnitor or any of its tenants, licensees, invitees, customers, agents or employees occurring anywhere in the Common Area, except to the extent that such causes of action, suits, claims, demands orjudgments arise out of the negligence or intentional misconduct of the Indemnitee. Section 3.3 Maintenance of Access and Parking Area. The Owner of the Renton Northwest Parcel shall maintain the Access and Parking Area in good order and condition and state of repair in accordance with the standards of first class shopping center operation including (but not limited to) sweeping and removal of trash, litter and refuse, painting and striping of parking areas, repair and replacement of paving as necessary (but in no event more often than once every seven (7) years unless the Owners shall agree otherwise), and removal of ice and snow from driveways and parking areas. The Owner of the Les Schwab Parcel shall reimburse the Owner of the Renton Northwest Parcel for twenty- five percent (25%) of the reasonable cost of such maintenance for the Access and Parking Area. All reimbursements must be made within thirty (30) days of receipt of an invoice with reasonable documentation of the costs. In the event that the Owner of the Renton Northwest Parcel fails or defaults in its maintenance obligations as set forth in this Section 4A, which failure continues for a period of thirty (30) days after receipt of written notice thereof specifying the particulars of such failure, such failure shall constitute a breach under this Easement Agreement and the Owner of the Les Schwab Parcel may thereafter perform such maintenance obligations, in addition to such Owner's other remedies. The Owner PECO_ Rcntan Les Schwab Aoeess Easement Agreement (2) DOC J Renton, of the Les Schwab Parcel shall then invoice the Owner of the Renton Northwest Parcel for the expenses incurred as set forth herein. Notwithstanding the foregoing, any Owner may take whatever action is reasonably required in the case of an emergency and without the requirement of notice to the other. ARTICLE IV DEFAULT, REMEDIES Section 4.1 Default. The occurrence of any one or more of the following events shall constitute a breach of this CEA by the non -performing party (the "Defaulting Owner"), - (A) The failure to perform any obligation of Article 11, 111 or IV hereof and to cure such failure within thirty (30) days after the issuanco of a notice by a non-defaufng Owner (the "Non Defaulting Ownerr) specifying the nature of the default claimers (unless such default fs a non -monetary default that (s not capable of cure within thirty (30) days and the Defaulting Owner has commenced to so cure such failure within the reasonably thirty (30) days and diligently prosecutes such cure to completion thereafter); (6) The failure to make any payment required to be made hereunder within ten (10) business days of the due date after the issuance of a notice by a Non --Defaulting Owner specifying the amount due, or (C) The failure to observe or perform any other of the covenants, conditions or obligations of this CEA or to abide by the restrictions and requirements herein provided, other than as described in (A) or (B) above, which shall be a breach under this CEA after expiration of thirty (30) days after the issuance of a notice by a Non Defaulting Owner specifying the nature of the default claimed (unless such default is a non -monetary default that is not capable of cure within thirty (30) days and the defaulting Owner has commenced to so cure such failure within the thirty (30) days and diligently prosecutes such cure to completion thereafter). Section 4.2 Remedies for all Owners. Each Non Defaulting Owner shall have the right to prosecute any proceedings at law or In equity against any Defaulting Owner or any other person for breach of any easement or restriction benefiting such Non Defaulting Owner. Such proceeding shall include the right to restrain by injunction any such violation or threatened violation and to obtain a decree to compel performance of any such easements or restrictions. No Permittee, shall have the right to bring any action to enforce any provision of this CEA and no enforcing Owner shall have the obligation to join any Permittee in any action to enforce this CEA. Section 4.3 Right to Cure. With respect to any default under Section 51, any Non Defaulting Owner shall have the right, but not the obligation, in addition to any remedy available at law or equity, to cure such default by the payment of money or the performance of some other action for the account of and at the expense of the Defaulting Owner; provided, however, that in the event the default shall constitute an emergency condition involving an immediate and imminent threat of substantial injury or harm to persons or property, the Non Defaulting Owner, acting it good faith, shall have the right to cure such default upon such advance notice as is reasonably possible under the circumstances or, if necessary, due to such emergency, without advance notice, so long as notice is given as soon as possible thereafter. To effectuate any such cure, the Non Defaulting Owner shall have the right to enter upon the Parcel of the Defaultng Owner (but not into any Building) to perform any necessary work or furnish any necessary materials or services to cure the default of the Defaulting Owner. Each Owner shall be responsible for the non-performance or default of its Permittees. In the event any Non Defaulting Owner shall cure a default, the Defaulting Owner shall reimburse the Non Defaulting Owner for all out of pocket costs and expenses incurred in connecticn with such curative action, plus interest at the Default Rate, within ten (10) business days of receipt of demand, together with reasonable documentation supporting PEW— Renton_ Les Schwab Access Easement Agreement (2) DOC 4 Renton. the expenditures made. For purposes of this Section, Default Rate shall mean the prime rate as provided by Wells Fargo National Bank plus two percent (2%). Section 4A Liens. Costs and expenses accruing and/or assessed pursuant to Section 51 above and the amounts described in Section 5.1 shall constitute a lien against the Defaulting Owner's Parcel. A lien under this Section 5.4 shall attach and take effect only upon recordation of a claim of lien in the applicable real estate records office of the county in which the said Parcel is located, by the Non Defaulting Party making the claim. The claim of lien shall include the following: (a) the name and address of the lien claimant; (b) a statement concerning the basis for the claim of lien and identifying the lien claimant as a non defaulting party; (c) an identification by name and address (if known) of the Owner or reputed Owner of the Parcel or interest therein against which the lien is claimed; (d) a description of the Parcel against which the lien is claimed; (e,) a description of the work performed which has given rise to the claim of Ilen; (f) a staterent itemizing the total amount due.. including interest; and (g) a statement that the lien is claimed pursuant to the provisions of this CEA, reciting the date, book and page of recordation hereof. The notice shall be duly acknowledged and contain a certificate that a copy thereof has been served upon the Owner against whore the lien is claimed, by personal service or by mailing pursuant to Section 5.3 below. The lien so claimed shall attach from the date of recordation solely in the amount claimed thereby and may be enforced in any judicial proceedings allowed by law, including without limitation, suit in the nature of a suit to foreclose a mortgage or mechanic's lien under the applicable Provisions of the law of the State in which the parcels are located. Section 4.5 Cumulative Remedies. All of the remedies permitted or available to an Owner under this CEA or at law or in equity shall be cumulative and not alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right or remedy. Section 4.6 No Waiver. No delay or omission of any Owner in the exercise of any right accruing upon any default of any other Owner shall impair any such right or be construed to be a waiver thereof, and every such right may be exercised at any time during the continuance of such default. No waiver by any Owner of any default under this CEA shall be effective or binding on such Owner unless made in writing by such Owner and no such waiver shall be implied from any omission by an Owner to take action in respect to such default. No express written waiver of any default shall affect any other default or cover any other period of time other than any default and/or period of time specified in such express waiver. One or more written waivers or any default under any provision of this CEA shall not be deemed to be a waiver of any subsequent default in the performance of the same provision or any other term or provision contained in this CEA_ Section 4.7 No Termination for Breach, No breach, whether or riot material, of the provisions of this CEA shall entitle any Owner to cancel, rescind or otherwise terminate this CEA, but such limitation shall not affect, in any manner, any other rights or remedies which any Party may have hereunder by reason of any breach of the provisions of this CEA. Section 4_8 Limitation of Liability. Notwithstanding the foregoing, any person acquiring fee or leasehold title to a Parcel, or any portion thereof, shall be bound by this CEA only as to the Parcel or portion of the Parcel acquired or possessed by such person. In addition, such person shall be bound by this CEA only during the period such person is the fee or leasehold Owner or occupant of such Parcel or portion of the Parcel; and, upon conveyance or transfer of the fee or leasehold interest shall be released from liability hereunder, except as to the abiigations, liabilities or responsibilities that accrue prior to such conveyance or transfer. Although persons may be released under this Section 6.5, the easernerits, DECO_ Renton_ Lzs Scbwab Access 5asement Agreetttent (e").DOC Renton covenants and restrictions in this CEA shO continue to be benefits to and servitudes upon said Parcels running with the land. Section 4.9 Attorneys Fees. In the event of a breach hereof, the non -prevailing Owner shall pay the reasonable attorney's fees (and the reasonable attorneys' fees on appeal) of the prevailing Owner. ARTICLE V MISCELLANEOUS Section 5.1 Term and Perpetuity. The agreements, conditions, covenants, and restrictions created and imposed herein shall be effective upon the date hereof and shall continue in full force and effect, to the benefit of and being binding upon all Owners, their Permittees, heirs, executors, administrators, successors, successors -in -title, and assigns unless terminated by the consent of all the Owners pursuant to a writing recorded in the real property records of the county and state in which the Parcel is located. Said agreements and restrictions shall be unaffected by any change in the ownership of any real property covered by this CEA or by any change of use, demolition, reconstruction, expansion or other circumstances, except as specified herein. Notwithstanding the foregoing, the easements contained herein binding and benefiting the Parcels shall be perpetual and shall run with the land. Upon termination of the agreements, conditions, covenants and restrictions of this CEA, all rights and privileges derived from and all duties and obligations created and imposed by the provisions of this CEA. except as reiatsd to the easements cited and mentioned herein, which are a legal necessity shall terminate and have no furtherforce or effect. Section 5.2 Amendment. This CEA may be amended with the written consent of all of the Owners. Section 5.3 Notices. Any notice or invoice required or permitted to be given under this CEA shall be in writing and shall be deemed to have been given upon deposit in the United States Mail as Certified Mail, Return Receipt Requested, postage prepaid or deposit with a nationally recognized overnight delivery service, and addressed to the Party being notified at the address given below (or such other address which any party may designate for itself from time to time hereafter by written notice to the other Party): Renton Northwest: James P. Shipman 175 East 400 South, Suite 402 Salt Lake City, Utah 84111 Les Schwab: Mr. Dave il'usk Director of Development Les Schwab Tire Centers P.O. Box 667 646 NW Madras Highway Prineville, OR 97754 Section 5.4 Severability, In the event any provision or portion of this CEA is held by any court of competent jurisdiction to be invalid or unenforceable, such holding will not affect the remainder hereof, and the remaining provisions shall continue in full force and effect to the same extent as would have been the case had such invalid or unenforceable provision or portion never been a part hereof. PECO_ Renton Les Schwab Access Easemem Agreement (2).DOC b Renton. Section 5.5 No Public Dedication. Nothing contained herein shall be deemed or implied to be a gift, grant or dedication of any Parcel or any portions thereof, to the general public, or for any public use or purpose whatsoever. Except as may be specifically provided herein, no right, privileges or immunities of any Owner hereto small inure to the benefit of any third -party, nor shall any third -party be deemed or considered to be a beneficiary of any of the provisions herein contained. Section 5.6 Counterparts. This CEA may be executed in one or more counterparts, each of which shall be deemed an original and all such counterparts shall constitute one and the same instrument. Section.5.7 Relationship of the Parties. Nothing contained herein shall be construed or interpreted as creating a partnership, joint enterprise or joint venture between or among the Parties hereto or the Owners. It is understood that the relationship between the Parties hereto and Owners is an arras length one that shall at all times be and remain that of separate owners of real property_ No Party hereto nor any Owner shall have the right to act for or on behalf of another Party or Owner, as agent or otherwise, unless expressly authorized to do so by separate written instrument signed by the Party or Owner to be charged or bound, except as otherwise specifically provided herein. IN WITNESS WHEREOF, the Parties hereto have executed and delivered this CEA as of the day and year first written above. [Remainder of Page Left Intentiona0y Plank; Signatures on Following Pages] PECo_ Renton_ Us Schwab Access Ememnt Agreement (Z).DOC Renton Signature Page for Renton Northwest: RENTON NORTHWEST: Renton -- Northwest LLC, a Delaware limited liability company 44t, By: hame7 V. Title: VICE PRESIDENT STATE OF ) SS. COUNTY OF �i_ A --LION ) ON THIS 44kday of t 200 before M the undersigned, a Notary Public in and for said County and State, persa ally appeared .j&cs 5�-Y� , to me personally known to be the person described in and who executed the foregoing instru nt, who beingby me first I(� duly sworn, stated that he/she is the VEP�3'9jDENT __ of �e AL sse -' � and that hels4wexecuted such instrument on behalf of said and said personacknowledged to me that he/she executed such instrument as the act and deed of said cGFporafion. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written. Notary Public Printed Narne; My Commission Expires: BARBARA HCUU my bmrA*wIon ,fit 2, 90,a Signature Page for Les Schwab: Stever} L. Bjorvik, Truste of the Les Schwab Profit Sharing Retirement Trust, Pursuant to Resolution of Trustees Recorded on February 11, 2008, as Instrument No. 2008-0211000907, King County, Washington STATE OF OREOON ) 5S. County of Crook This instrument was acknowledged before me onAUOQSt� � 2008 by Steven L. Bjervik as Trustee of the Les SchWab Profit Sharing Retirement Trust. O` IS M SEr11SONM, r . Notary Public - State of O egon NOTAnY au9UC-0; No. AhY CC?;li 1iSSlr�N Ek?iRES JUL `! M Schedule 1 Legal Description Renton Northwest Parcel PARCEL A: LOT 1 OF SHORT PLAT NO_ SH-PL-084-83, AS RECORDED UNDER KING COUNTY RECORDING NO. 8407239001; (ALSO KNOWN AS LOT 1 OF LOT LINE ADJUSTMENT NO. LLA-011-88, RECORDED UNDFR KING COUNTY RECORDING NO.8810119002); SITUATE IN THE CITY OF RENTON, COUNTY OF KING, STATE OF WASHINGTON PARCEL B: THE SOUTH 140 FEET OF THE NORTH 182 FEET OF THE EAST 160 FEET OF THE WEST 190 FEET OF THE NORTHWEST 114 OF THE NORTHWEST 114 OF SECTION 15, TOWNSHIP 23 NORTH, RANGE 5 EAST, W. M., RECORDS OF KING COUNTY; SITUATE IN THE CITY OF RENTON, COUNTY OF KING, STATE OF WASHINGTON 10 Schedule II Legal Description Les Schwab Parcel LOTS 2 AND 3 OF CITY OF RENTON LOT LINE ADJUSTMENT NO. 011-88, AS RECORDED UNDER RECORDING NO, 8,310119002. RECORDS OF ICING COUNTY AUDITOR; SITUATE IN THE CITY OF RENTON, COUNTY OF KING, STATE OF WASHINGTON �C IA a M' 50' 11U Ll WALGREENS - LES SCHWAB SCALE: 1 " = 60' RENTON, WA 20080211000907.001 Return Address: 019, P 40 Ean ti�_y`n s. 20080211.000907 FIRST AMERICAN MISC 49.00 PAGE001 OF 008 02111(2008 11:20 KING COUNTY, WA Picaseprint ortypeinrormation WASIH GTON STATE RECORDER'S Cover Sheet (xCw65.0a) Document Title(s) (or transactions contained thercin): (atl arcis:ippiicaiaic icy your docowe,;i must be 4131:cd i;,) 4. Reference Dumber(s) of Documents assigned or released: Additional reference #'s on page of document Grantor(s) Exactly as name(s) appear on document �Fimt' �erican "fins kis 4company 2. as an zcca rnrnodation o*. it her not _ boon wxwn�as io an execuflo E or Additional names on page of document. an to It* affect upon tM fffs, Grantee(s) Exactly as name(s) appcar on doeu=it 2. Additional names on page of document. Legal description (abbreviated; i.e- lotl block, plat or section, township, range) g Lov ,. OG Additional Iegal is on page of document. Assessor's Property Tax Parcel/Account Number ❑ Assessor Tax # not yet assigned cq>7 c, l -ztc, —0 (3( "Me Auditor/Recorder will rely on the information provided on this farm. The staff will not read the document to verify the acctiracy or corn leteness of the indexing information provided herein. "I am signing below and paying an additional $50 recording fee (as provided in RCW 36,18.010 and referred to as an emergency nonstandard document), because this document does not meet margin and formatting requirements. Furthermore, I hereby understand that the recording process may cover up or otherwise obscure some part of the text of the original document as a result of this request " gnatuxe of Requesting Party LNote to submitter: Do not sign above nor pay additional $50 fee if the ducunient meets margin/formatting requirements LES SCHWAB PROFIT SHARING RETIREMENT TRUST RESOLUTION OF TRUSTEES RECITALS: 20080211000907.002 A. The undersigned, being all of the trustees of the Les Schwab Profit Sharing Retirement Trust {the "Trust's find that it is in the best interests of the trustees to participate with third parties to redevelop property adjacent to the real property owned by the Trust at 354 Union Avenue in Renton, Washington (the "Property"), which Property is described on 11.LURVlt A. 1AerytV. B. To facilitate expedient processing of all documents gird instruments necessary to effect the redevelopment, including a realignment of. the Property and conveyance of easerne:nts, the Trustees desire to authorize a single trustee to act on behalf of all trustees in these matters. TERMS; The Trustees hereby resolve as follows: 1. Until January 1, 2011, any single trustee may act on behalf of all trustees with respect to any and all matters conceming the redevelopment of the Property, including the execution and delivery of all applications to any governmental agency, the granting or amendment of easements, and the conveyance of any portion of the Property, provided that no single trustee can convey all of the Property without farther approval by all trustees. Dated: January 18, 2008 TRUSTEES: Signatures and notary acknowledgernents appear on succeeding pages. 20080211000907.003 G. Phillip )Vick STATE OF OREGON ) ss. County of Crook } O I^ , 2008, t�i l►l`''acknowledged to me that he sighed the above U�Yn4l v,itA 1o-wty to do s0 . OFFICIAL. SEAL BONNIE M MCCOY NOTARY P:JBUC-Ogr=G0N Notary Public for Ore on COMMISSION NO, 417152 MY COMMISSION EXPIRES JULY 10, 2011 Michael D. Doyle STATE OF OREGON ) ) ss. County of Crook ) On U , 2008, Michael D. Doyle acknowledged to me that he signed the above document with 11 authority to do so. "US'— I c OFFICIAL SEAL BONNIE M MCCOY Notary Public for Oreg NOTARY PUBLIC-OREGON'' COMMISSION NO.417162 MY CO AMISSION EXPIRES JULY 10, 2011 2 20080211000907.004 t— Tom Freedm. STATE OF GREeGIN } CC County ofigfeelf I n ) p�Illthoritytodoso, 2008, Torn Freedman;otarryy le. ed to me that he signed the above docu ent Public for C4ogpa AC4R� FMALA RkRMAW Nolory Pubtic - A&ona Morlcopa C6wty J. A. d, Jr. STATE OF OREGON } ) SS. County of Crook } On �)a,r� —)- t_r, 2008, J. A. Goad, Jr. acknowledged to me that he signed the above doctunent with full authority to do so. OFFICMAL SEAS 4otary Public for Oregon BONNIE M MCCOY NOTARY PUBLIC-OREGON COMMISSION NO. 417162 NkY COMMISSION EXPIRES JULY 10, 201 3 20080211000907.006 Edgar s STATE OF OREGON } } ss. County of Crook ) On (2-�A , 2008, Edgar C. Shanks acknowledged to me that he signed the above 3„r},Or1tY' to do so. C1V l•1I111411L "XLIL lulL uua J [iFIRC#AL 8@Al. SHIRLEY L JACOBS NOTARY PUI5LIC-OREGON COMMIaSM No. 404476 MY COMMISSM EXPIRES APRIL 3. 2010 a Steven L. Bjorvik STATE OF OREGON } } ss. County of Crook } ' f 67( e-A - Notary 1'uis for reaon r Ontj�"U , 2008, Steven L. Bjorvi% acknowledged to me that he signed the above document wiflifull authority to do so. OFFICIAL SEAL — SONNIE M MCCOY NOTARY PUBLIGOAEGON COMMISSION NO.417162 MY MISSION EXPIRES JULY iU, 2oa7 MM 4 _ 'r-yil Notary Public for Or gon 200802110009a7.00s Justin T. Phillips STATE OF OREGON ) ss. County of Crook ) On nj r- R 2008; Justin T. Phillips acknowledged to nee that he signed the above document with 11 authority to do so. OFFICIAL SEAL 13ONNIE M MCCOY NotaryPublic for Qri n NOTARY PUBLIC•OREGCN COMMISSION NO.41716? MY COfV,IMISSION EXPIRESJULY 10, 2C1I A�� -�17 Shane organ STATE OF OREGON ) ) ss. County of Crook ) On Q- , 2008, Shane F document with rull authority to do so_ OFFICIAL SEAL BONNIE M MCCOY f NOTARY PUBUC-OAEGON COMMISSION NO. 417162 MY COMMISSI'n" I xPIFi-- JULY 10, 2017 Morgan acknowledged to me that he signed the above G Notary Public for Oregon 20080211000907.007 Steven M. Fisher STATE OF OREEGO y 1 } 5S. County of Crook ) OnJ,�VUQJ� c-� i , 2008, Steven M. Fisher acknowledged to me that he signed the above document with ltY l authority to do so. OFFICIALSEAL Notary Public for Ore on BONNIE M MCCOY NOTARY PUBLIC OREGON COMMISSION NO.07162 MY CD OMISSION EMF�ES JULY 10. 2011 20080211000907.00E O H4BIB" ��A15 PARCEL A: Lots 2 and 3 of City of Renton Lot Line Adjustment No. 00986, recorded under King County Recording No. 8609229010; AND PARCEL B An easment for ingress, egress and utilities located over and across the South 24 feet of Lot 1 and the East 24 feet of Lot 1 as disclosed by City of Renton Lot Line Adjustment No. 00986, recorded under King county Recording No. 6609229010; ALL being a portion of Short Plat No. SH--PL-84-83, recorded under King County Retarding No. 8407239001; being a portion of the Northwest quarter of the Northwest quarter of Section 15, Township 23 North, Range 5 East W.M., in King County, Washington. (ALSO KNOWN A5 a portion of Tract 1 of MARTINS ACRE TRACTS, according to the unrecorded plat thereof.) Situate in the City of Renton, County of King, State of Washington. Ab COMMERCIAL LEASE AGREEMENT Wr.ux--.i""'e. INC) r EfrCCTiVE UNTr,_ nG Gr=r, c., F, LMAL U A:; ........ :.:.-r .. - ,F t ...•...: o 7700 OBE Raa�n1�QEA kc1 �✓�l i N QhJJX I J" �'• 3-7-0. o. J-7- s� s z L B�. 0 5,�rTr��, �}Srni _• i ragapa7y9� -'I�'� Y :a!: 3.s1FN5ri 7rl _._-.__-. ..�_ r;t •:: SE R. fed --.. ._ .. r0 C) GW7 'y 1••. 1 1 r(r4n:^.:I il,u .lU ovL In,!rn CyL•'ns�Dn and; Or nCN 54rreGtr Gn,: L� ulSla ll�.d rn CCnr,CClinn e: rl+1 my I�lSn �t V 1 1 REV CLr �r 54Y �' f 4 yr Yo s •.. OY1: TAL 1 •_, •. y.. �:� .. ... . •-� eor:.:3 urlrnN Or nl•I'UnNGL C.nSrr nf:C _, : _.1_-� � e•n � 1i+�_..r��.....�Qvf . P r._y ,f� �o r-�!o .�J�lr..,`+-. Ar/L f �- �---_- —1�f�W �L'1 __h c�i-1�. LCG�r{—r Tom/ ��•al /V�Y i�o� �r -' Sutr7anl $ 2J rr o V ,J WasrrinptonSIDI* L� Santos TOx 5 d 7 7 I U Tolol Cash Prico 5 ::. 3 S AGREED AND DECLARED THAT THE TERMS AND CCHOITIONS SET FORTH ON THE ERSE HEREOF AflEPART OFTHIS A10REEMENTANDISINDING UPON THEPARTIES HERETO. Les$ Cash Dawn Payment S 51011.Ef1 ArgiCES 10 14011t'Y COI.+P:.NY of AI4Y SALE OR IRAN;SCE'4 OF THE PREI,11SES I7EfiCNIBC[1. Alap TO 1401IFY °NOSPECTIVE PUi Cli:'SEHS TIIr•-, TI,F APPunNCE +S ,_,r 1, r11E yea ..,7C .. 0 C0I'ff Y. ly ,• EMJZATION OF AMOUNT FINANCEO: The Cane• amo.nt I'r,a,crc +,ds d•:crl <wowo to ynl,r Arne Inr Eh: p,+rChlsC n1 IY,c :atv e-u,ch,r,lllsc MFNT SCHEDULE: 7aur parrn['nl DCIIW Iti,P IJr )hsm r ae as 5'pu1 qCs ;Ie'V'Jnr, pl a currpl 'a!r•nl l0 1hf Ihr• alrn;Ear rr,U"Ih d }nlr o,xif h0cc ;1 gl5 ALL 011rl Fn+anrr. [, h;!Iccc ':�:n tK9'n E:J cm r !rryl ;I;iY ca Rx_ I :a0.0q rN'hnrl •o1lo,%op the rn.Eunadc'1 dnlc II yuu hart purchniCd Ina'. cnr ,hvn ynur i!AaCnICnl Im+ only PfPOV OMOUMS rl:erlp un ;hr deur5 �nslah^,y Y Q S _ ._ ----- Per month For ^� Months = S 3 Arnoum irkanced' TM+r„p"vl arv'Y pr wN nrwoctue S F1rlahce Charge ry-,W •[W eoll1w Total of Payments Tho a„ewll ya,J rr(2 IQ-Pr10 .,ren TW r,Jladr al as WrTrlarQ u>t asf'oO.bd. b a 3 3 1 -- Total SaPes Price Try eowpoe al Yr>w plylrrM,1 a4Prv, Annwi Permts" pole is % Trrsm a MA aeMaaa yeahrrle _ LEASE TERMS n, (''rc r..., n,.r,.l,r �.. r:.•. �n.n C;: ,,r:.n,, .nls Cwne•Jnv ":•n,L•i L:a:.:: Iv tole •r.'n .yea .,:: ^ �aL' :• Ixa=.,R e� a, p• t>•:rar:. In.. aloe dpn, nr Ih'• ct•„��f L•a, ear rs,c C nnn:rn i•,•J Ir�•,n:r:••, �":� "'r•rcr• la :M 10c�hprl µflr:r•: Ih1; .rPF°;Ireel' ,: ul,tylnQ. anrJ sv[n renL,15 Jn.rY L': cool rl,.W '1 :':,� • ^, %,1•:1'�.lu: ,: I"nw, tc,; r .n rM.,r:r o:1=_' 1'.r'r: ri.il••:1 ' , lll.lj 1.1.71 li.',1, ,,, rW:: r.l' 1p Ih'• n:h•. ['-1rlr iUp". ' i'J Ir �� r'n 1; 1'. 0�1". �• •.•r, r I� ' •.}. ,n;' w� n G:. ., .p'• . I:, oar P• .ri -�s. ' i'c rApnemenrcnnOnuW art nrrn. iWr1 .,,. „ r ,.. r •. � , r .',,,r: •.•a nn• In•. ;•_.r.rrvlr ul '�..: 1J 1 md•a 1 [- .,,� 1. C!Sfpr.'LR ACN::O:rL1DGE5 nECEIPr or A COPY OF IhuS L61SE %GR'_t'st Nr r,T I ,: ua•+:'f 5—I_� - I>. u I F� - s i my ra ,:> r :,G;1FP: LNl '1ANDAGRLESTOANOf LrY 11S TEHI: S AND CONIJITIONC g SPECIAL LEASE PAGULSIOR APPLIES: EYES `» . ISm No 9 on revelu s'r}e 1 c. •. .:: :.r.r,:.-r a —: _,., roll, r:' m.. r_ ",�-. r'.I :. -. .--.,l arrJ AS GT ALGA QIAPAN V -u,...» r+�r _rrl�:.•s., ,r .,r,c•,•'-v:,,er ,r.,...,r,:r••,r, r.. .� � .�::�clr'a U' • t" • IWHITE) I}ILLINC. r_UN SIIQI. 2. IYE444W1 C+al.1]„/f: V;;I UI-:Lr�_ ].IOpEEN11NSThLUl4[1N :, R. SnOLDJ CVSTL]rAl: r'i �-':w• �' 2 Cuslcrrior may purchase the Appliance at a price delcmnlnod by Company based upon the deprecialcd value of Ihr. Teased Appliance. 3, It Is underst000 and agreed that Company has no conlrol river the use of the leased properly by Iho Cuslemcr and that Company shall not be liable 1e Customer for any clam of any nature whatsoever resulting from 1tle use or condition of the Appliance, except that Company, whenever notified by Customer that the Appliance is not operating Oicienily, agrees promptly to adjust Ilse Appliance so as to restore LU d io elticfenl operating condition, which mamlenancc shall ,L) be at the Company's own expense provided she ladure or fl impairment of Ine Appliance's ellicienl operating condd.on was not due to Customer's act or negligence, or to adverse conditions under which the Appliance is operated. Such .c:r maintenance shall apply to the Company's properly only 0 and shall not apply to the Customer's lixluies or C } appurlcnancos 9T d Cusloineragreesnet 10tamper wilh,adjusl.repatrormove cr relocate said Appliance wllhoul permission tram lho Company first obtained and to use the same only for ils ordinary intended purposes. and to uGiile ordinary lap %valor and a non -corrosive air supply under standard almosphenC conditions. Relocating the Appliance. when approved try the Company, shall be at Customer's expense and shall he done only by a person or persons approved by the Company. S Company, wllhoul prejudice to any other claim it may have hereunder. may terminate this lease and Cnlor Cuslorrter'S premises and disconnect and remove the Appliance alter the initial term in paragraph 1 Ilront side) as a mallar of right or at any time one or more of the follovvi rig conditions exist: (a) Improper use of the Appliance, its use with a conlaminated wafer supply, Its use with an air supply vedh conlarninales deleterious to the Appliance. or its use at an air pressure less than normal almospheric pressure. fb1 Salislaclery operation is not reasonably possible, (c) Cuslomer fails Io pay rental charges as provided herein ,vilhin thiYy (auj flays alter 11"a abb=cnitiOnCd =e Customer fails to pay for gas furnished. or teases to be a gas customer. Company's failure to terminate this Agreement by reason of any delauR by Cuslomer shall not constilute a waiver of any other right Company may have againsl Customer because 01 such deiaull. nor a waiver of any subsequent detaull- Customer shall be liable lcr any damages to the Appliance resulting lrom improper use oil the Appliance or its use under the conditions described in sub -paragraph (a) above 6 Cuslomer may terminale this Agreement alter the initial Iorrn in paragraph 1 (front side), by Ihrrty (31 days' writlen nolica io the Company but to any avenl, surrendering the Appliance to the Company in the same conddion the Appliance was to at the time of inslalrai ordinary wear M w and [car excepted. Upon termination of this Agreement for any reason or by any method. Customer agrees that ho ,,ill ❑nmediafely surrender possession of said Appliance. including all piping and installation accessories'olvned by the Company. to [he Company. and that he will perod representatives of tha Company to enter upon the premises I,vhere said Appliance is Waled for the purpose of removing the same provided. however, that in such event Cuslomer may relain Ine piping and inslallalion accessories covered by his Agreement at his option upon immediate payrnanl to the Company of Itte value of said piping and accessories. 7, Company reserves the right Iv refuse to remove from Customer's premise any existing equipment thal has been replaced by the Appliance. Subsequent re-inslallalion of existing or subsfifu(e equipment upon termination of lease will be al Customer's expense. 8, It is understogd and agreed that upon termination cl this lease, the Cuslemcr will make the rental property availat)le to the Company [or removal by the Company or the Company's aulhciized agent. Customer agrees to indemNly the Company from any loss of damage to the leased property except ordinary use and wear during the period of the lease and to save the Company harmless lrom any claim of any nature whatsoever resulting from the use or condition of said property except as otherwise herein specified. 9. SPECIAL LEASE PROVISION charges are extra costs lhat occur when leased equipment is installed at ether than a normal streel level location, andwhen addiliorat man power or special equipment is needed to install, service, change - out or remove [he appliance. Customer agrees to pay all special -tease -provision charges. 10 it Appliance is to be placed in an area that is not insulated andlor exposed to the weal her, Cuslomer agrees to assume all risks associaled with lines or the Appliance freezing and Shall hold Company harmless from the same. Cuslomer runner agrees to construct a Company approved protective and wal tight ho Using around a..y Apptci 1. rig this sdualion. I i ASSES i O5. Customer or Customer's agent agrees to make a good raith inspection prior to inslallalion to determine whciher materials to be worked on or removed contain asbestosit asbestos is found where the Appliance will be installed, Cuslamor shall be exclusively responsible for and near the entirecoslot aft necessary asbestos fernovaf, unless exp&cdly slated othertivise in this Agreemenl. Cuslomer lurlher agrees to provide any required post •asbeslos removal !C.sl demonstrating Ihal airborne asbeslos is at a sale level l2. It required by airy applicable law, ordinance, regulation, or enforceable requirement, Customer shall pay for all necessary engineering studies required prior to lrstaflalion 20080303001874.001 This document prepared by and After Recording Mail To: John B. Baxter, Esquire Barnes & Thornburg LLP 11 South Meridian Street Indianapolis, Indiana 46204 20080303001874 l0DAMERICA CC o7 108.00 PROE001 OF %24 03103/2008 15:05 KING COUNTY, WA DEED OF TRUST SECURITY AGREEMENT AND FIXTURE FILING Grantor. Renton - Northwest LLC Grantee: JPMorgan Chase Bank, N.A. Abbreviated Legal Description: Lot 1 Short Plat SI:i-PL-084-83 and Pt. Section 15-Township 23-Range S East Additional legal description(s) are on page 23 of this document. Assessor's Tax Parcel ID 9: 518210 0009 and 518210 0008 THIS INSTRUMENT (hereinafter called the "Deed of Trust") made as of the 3rd day of March, 2008, from, RENTON - NORTH-WEST LLC, a Delaware limited liability company having a notice address of c/o Phillips Edison &. Company, Ltd, 11501 Northlake Drive, Cincinnati, Ohio 45249 (hereinafterreferred to as "Borrower'), to Tlransuation Title Insurance Company having an address of Two Union Square, 601 Unimi Street, Suite 1100, Seattle, WA 98101 (hereinafter called "Trustee), for the benefit of dPMORGAN CHASE BANIC, N.A., a national banking association having an address of One Chase Plaza, Mail Code ILI-0951, Chicago, Illinois 60670 (hereinafter called "Lender"); , ITNESSETH: FOR GOOD AND VALUABLE CONSIDERATION, including the indebtedness herein recited, the receipt of which is hereby acknowledged, Borrower hereby grants and conveys to Trustee, its successors and assigns, in trust, with power of sale, and with right of entry and possession, and grants it and them a security interest in and lien upon: FILED FOR RF-CORD AT THE REQUEST OF '4LandAmerica "commercial Services LND501 JBAXTER 2001172r3 20080303001874.002 Al rights, title and interests of Borrower in and to that certain real estate described in Exhibit A attached hereto [and incorporated herein by reference as though set forth herein in full] (the '`Property"). TOGETHER WITH, all rights, title, estate and interests of Borrower in and to any and all buildings and improvements now or hereafter erected on the Property, including, but not limited to, building materials and supplies stored on the Property, fixtures, attachments, appliances, equipment, machinery and other articles attached to said buildings and improvements (but excluding any trade fixtures, attachments, appliances, equipment, machinery and other articles of personal property owned by any tenant leasing, the Property) (the "Improvements"); TOGETHER WITH, all rights, title, estate and interests of Borrower in and to all rents, issues, profits, royalties, income and other benefits derived frorn the Property an&or the Improvements (collectively the "rents"), subject to the right, power, and authority hereinafter given to Borrower to collect and apply such -rents; TOGETHER WITH, all estate, right, title and interest of Borrower in and to all leases or subleases covering the Property and/or the Improvements or any portion thereof now or hereafter existing or entered into, and all right, title and interest of Borrower thereunder, including, without limitation, all cash or securitydeposits, advance rentals, and deposits orpayments of similar nature. TOGETHER WITH, all right, title and interest o f Borrower in and to all options to purchase or lease the Property or any portion thereof or interest therein, and any greater estate in the Property owned or hereafter acquired; TOGETHER WITH all rights, title, estate and other claims, both in law and in equity, which Borrower now has or may hereafter acquire in the Property; TOGETHER WITH, all rights, title, estate and interests of Borrower in and to all easements, rights -of -way and rights used in connection with the Property, or as a means of access thereto, and all tenements, hereditaments and appurtenances thereof and thereto, and all water rights and shares of stock evidencing the same; TOGETHER WITH, all rights, titl e, estate and interests of Borrower, now owned or hereafter acquired, in and to any land lying within the right-of-way of any street, open or proposed, adjoining the Property, and any aid all sidewalks, alleys and strips and gores or land adjacent to or used in connection with the Property; TOGETHER WITH, all rights, title, estate and interests of Borrower in and to all tangible personal property now or hereafter owned by Borrower and now or at any time hereafter located on or at the Property or used in connection therewith or with the Improvements, including, but not limited to: all goods, machinery, tools, insurance proceeds, trucks, fork -lifts, equipment (including fire sprinklers and alarm systems, office air conditioning, heating, refrigerating, electronic monitoring, entertainment, recreational, window or structural cleaning rigs, maintenance, exclusion of vermin or insects, removal of dust, refuse or;arbage and all other equipment of every kind), lobby 1NDS01 JBAXTER 10011720 2 20080303001874.003 and all other indoor and outdoor furniture (including tables, chairs, planters, desks, sofas, shelves, lockers and cabinets), storage rags, hydraulic lifts, wall beds, wall safes, furnishings, appliances (including ice boxes, refrigerators, fans, heaters, stoves, water heaters and incinerators), inventory, rugs, carpets and other floor coverings, draperies and drapery rods and brackets, awnings, window shades, Venetian blinds, curtains, lamps, chandeliers and other lighting fixtures and office maintenance and other supplies (all such personal property being referred to herein as the "Personal Property") (the Property, the Improvements and the Personal Property being referred to herein as the "Developiment" ); TOGETHER WITH, all rights, title, estates, interest and any other dem and or claim, which Borrower -now has or may hereafter acquire in any permits, licenses, plans and specifications, eonstructiOn coIltxacts, c :nstrtiction tr_annvement agreements, material purchase agreements, builder's and manufacturer's warranties with respect to the Property, the Improvements or the Personal Property; and TOGETHER WITH, all the rights, title, estates, interests and other claims or demand, including claims or demands with respect to the proceeds o f insurance in effect with respect thereto, which Borrower now has or mayhereafter acquire in the Property, the hnprovernents or the Personal Property, and any and all awards made for the taking by eminent domain, or by any proceedings or purchase in lieu thereof, of the whole or any part of the Property or the Improvements, including, without limitation, any awards resulting From a change of grade of streets and awards for severance damages. The property and interest hereby conveyed to "Trustee may hereafter be referred to as the "Secured Property" Borrower covenants, represents and warrants that it is lawfully seized of the Secured Property; that it has a good right to convey the sarne; that the Secured Property is free from all liens and encumbrances except as set forth on Exhibit B; and that Borrower will warrant and defend the title to the Secured Property against all claims made thereon_ FOR THE PURPOSE OF SECURING: a. Performance of all obligations of Borrower under that certain Construction Loam Agreement between Lender and Borrower, dated of even date herewith, as the same maybe hereafter amended, restated, modified, extended or renewed (such Construction Loan Agrec rient; as the sari�e maybe hereafter amended, restated, modified, extended or renewed, being referred to herein as the "Loan Agreement" ), and each agreement of Borrower incorporated by reference therein or herein, or contained therein or herein; b. Payment of indebtedness in the original principal amount of Six Million Seven Hundred Thousand Dollars ($6,700,000) with interest thereon, evidencedby that certain Promissory Note of even date herewith executed by Borrower in the original principal amount of Six Million Seven Hundred Thousand Dollars ($6,700,000), which has been delivered to and is payable to the order of Lender and which by this reference is hereby made a part hereof, as the same may be ENDS01 JRAXTER 10011720 3 200803030ol 874.004 hereafter amended, restated, modified, extended or renewed with a Maturity Date of March 2010 (such Promissory Note, as the same may be hereafter amended, restated, modified, extended or renewed being referred to herein as the "Note" ]; C. Payment of all sums advanced by Lender to protect the Secured Property, with interest thereon at the default rate of interest provided in the Note in effect at the time of the advance (tire "Default Rate"); d. Payment of all other sums, with interest thereon, which may hereafter be lent to Borrower, or its successors or assigns, by Lender, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust; C. Performance ofBurrower's obligations and agreements contained in Borrower's loan application and Lender's loan commitment, for the loam secured hereby, and any modification or amendment thereof; f. Payment of all breakage costs, prepayment premiums and yield protection amounts payable to Lender under the Note or the Loan Agreement; g. Payment of all sums which may be advanced by Lender under letters of credit issued upon the request of Borrower-, and h. Payment of all obligations of Borrower to Lender under any Interest Rate Protection Product (as hereinafter defined), provided by Lender to Borrower. As used herein, Interest Rate Protection Product shall mean the institution of an interest rate hedging program through the purchase of an interest rate swap, cap or other such interestrate protection product with respectto the Loan.. This Deed of Trust, the Note, the Loan Agreement, any guaranty thereof and any other instrument given to evidence or further secure the payment and performance of any obligation secured hereby may hereafter be referred to as the "Loan Instruments." BORROWER HEREBY COVENANTS AND AGREES AS FOLLOWS: ARTICLE I COVENANTS AND AGREEMENTS OF BORROWER Borrower hereby covenants and agrees: 1.01. Payment of Seculred Obligations. To pay when due the principal of, and the interest on, the indebtedness evidenced by the Note, charges, fees and all other sums as provided in the Loan Instruments, and the principal of, and interest on, any future advances secured bythis reed of Trust. 1NDS01 1BAXTER 1001172v3 4 20080303001874.00E L02. Maintenance, Repair. Alterations. To keep the Development in good condition and repair; not to remove, except as herein provided, demolish or substantially alter (except such alterations as maybe required bylaws, ordinances or regulations, except as necessary to prepare the Property for the construction of the Development as contemplated by the Loan Agreement) any of the Improvements without the prior written consent of Lender; not to erect any building or additions to existing buildings or structures on the Property unless contemplated by the Loan Agreement or approved by Lender, to complete promptly and in good and workmanlike manner any building or other improvement which may be constructed on the Property and promptly restore in like manner any improvements which may be damaged or destroyed thereon, and to pay when due, all claims for labor performed and materials furnished therefor, to comply with all laws, ordinances, regulations, covenants, conditions and restrictions now or hereafter affecting the Development or any part thereof or requiring any alterations or :Tmm—_�7--M?nts; not to commit or permit anywaste or deterioration of the Development, to keep and maintain abutting grounds, sidewalks, roads, parking and landscape areas in good and neat order and repair; to comply with the provisions of the Lease; not to commit, suffer or permit any act to be done in or upon the Development in violation of any law, ordinance or regulation. 1.03. Required Insurance. To at all times provide, maintain and keep in force the policies of insurance required under the terms of the Loan Agreement. 1.04. Payment of Premiums. At least thirty (30) clays prior to the expiration of each such policy, Borrower shall furnish Lender with evidence satisfactory to Lender of the payment of premium and the rcissuance of a policy continuing insurance in force as required by this Deed of Trust All such policies shall contain a provision that such policies will not be cancelled, amended, altered, changed or modified, nor shall any coverage therein be reduced, deleted, amended, modified, changed or cancelled by either the party named as the insured, or the insurance company issuing the policy without at least thirty (30) days prior written notice to Lender. In the event Borrower fails to provide, maintain, keep in force or deliver and furnish to Lender the policies of insurance required by this Section 1.04, Lender may procure such insurance or single -interest insurance for such risks covering Lender's interest, and Borrower will pay all premiums thereon promptly upon demand by Lender, and until such payment is made by Borrower the amount of all: such premiums togetherwith interest thereon at the Default Rate shall be secured by this Deed of Trust. At any time after the occurrence of an Event of Default and during the continuance thereof under this Deed ofTrust, at the request of Lender, Borrower shall deposit with Lender on the day monthly installments of principal and interest are payable under the Note, until the Note is paid in full, an amount equal to one -twelfth (1/12) of the estimated aggregate annual insurance premiums on all policies of insurance required by this Deed. of Trust. Borrower further agrees, upon Lender's request, to cause all bills, statements or other documents relating to the foregoing insurance premiums to be sent or mailed directly to Lender. Upon receipt of such bills, statements or other documents, and providing Borrower has deposited sufficient funds with Lender pursuant to this Section 1.04, Lender shall pay such amounts as maybe due thereunder out of the funds so deposited with Lender. If at any time and for any reason the funds deposited with Lendcr are or will be insufficient to pay such amounts as may then or subsequently be due, Lender shall notify Borrower and Borrower shall immediately deposit an amount equal to such deficiency with Lender. Notwithstanding the foregoing, nothing contained herein shall cause Lender to be deemed a truz 3tee of said funds or to be obligated to pay any amounts [NDSOI 78AXTER 10011720 20080303001874.006 in excess of the amount of funds deposited with Lender pursuant to this Section 1.04. Lender may commingle said reserve with its own funds and Borrower shall be entitled to no interest thereon. 1.05. Assignment of Policies Upon Foreclosure_ In the event of foreclosure of this Deed of Trust or other transfer of title or assignment of the Secured Property in extinguishment, in whole or in part, of the debt secured hereby, all right, title and interest of Borrower in and to allpolicies of insurance required by this Section 1.05 shall inw-e to the benefit of and pass to the successor in interest to Borrower or the purchaser or grantee of the Secured Property. 1,06. Indemnification; Subrogation; Waiver of Offset. a. "Under orT u toA i :'n-de a muty defendant to any litigation, other than )excluded Litigation, concerning this Deed of Trust, the Development or the Secured Property or any part thereof or interest therein, or the occupancy thereof by Borrower, then Borrower shall indemnify, defend and hold Lender and Trustee harmless from all liability by reason of said litigation, including reasonable attorneys' fees and expenses incurred by Lender in any such litigation, whether or not any such litigation is prosecuted to judgment. For the purposes of this Section 1.06(a), "Excluded Litigation" shall mean (i) any litigation to which Lender is made a party as a result of its gross negligence or willful -misconduct; and (ii) any litigation to which Lender is made a party as a result of any act which occurs or fails to occur (but should have occurred) after the sale of the Secured Property at a foreclosure sale or the transfer of the Secured Property to Lender or its designee or nominee by a deed in lieu of foreclosure. If Lender or Trustee commences ail action against Borrower to enforce any of the terms hereof or because of the breach by Borrower of any of the terms hereof, or for the recovery of any sum secured hereby, Borrower shall pay to Lender reasonable attorneys' fees and expenses, and the right to such attorneys' fees and expenses shall be deemed to have accrued on the comrnenmrrent, of such action, and shall be enforceable whether or not such action is prosecuted to judgment. If Borrower breaches any term of this Deed of `Priest, Lender may employ an attorney or attorneys to protect its rights hereunder, and in the event of such employment following any breach by Borrower, Borrower shall pay Lender reasonable attorneys' fees and expenses incurred by Lender, whether or not an action is. actually commenced against Borrower by reason o f breach; b. Borrower waives any and all right to claim or recover against Lender, its officers, employees, agents and representatives, for loss of or damage to Borrower, the Development, the Secured Property, Borrower's property or the property of others under Borrower's control from any cause insured against or required to be insured against by the provisions of this Deed of Trust; and c. All sums payable by Borrower hereunder shall bepaid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferrnent, diminution or reduction, and the obligations and liabilities of Borrower hereunder shall in no way be released, discharged or otherwise affected 1NDs01 JU)MR 1001372v= 6 20080303001874.007 (except as expressly provided herein) by reason of. (i) any damage to or destruction of or any condemnation or similar taking of the Development, the Secured Property or any part thereof; (ii) any restriction or prevention of or interference with any use of the Development, the Secured Property or any part thereof; (iii) any title defect or encumbrance or any eviction from the Property or the Improvements or any part thereof by title paramount or otherwise; (iv) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Borrower, or any action taken with respect to this Deed of Trust by any trustee or receiver of Borrower, or by any court, in any such proceeding; (v) any claim which Borrower has or might have against Lender; or (vi) any default or failure on the part of Lender to perform or comply with any of the terms hereof or ` `` R^'` "' r Except a5 expressly provided herein, of any other agreLuaeri� ti�;«i ,�U.x.,.,,,.. ep Borrower waives all rights now or hereafter conferred by statute or otherwise to any abatement, suspension, defennent, diminution or reduction of any sure secured hereby and payable by Borrower. 1,07_ Taxes and Impositions. a. Borrower agrees to pay, at least ten (10) days prior to delinquency, all real property taxes and assessments, general and special, and all other taxes and assessments of any kind or nature whatsoever, including without limitation, non- governmental levies or assessments such as maintenance charges, owner association dues or charges or fees, levies or charges resulting from covenants, conditions and restrictions affecting the Secured Property or the Development, which are assessed or imposed upon the Secured Property or the Development, or become due and payable, and which create, may create or appear to create a lien upon the Secured Property, or any part thereof, or upon any Personal Property, equipment or other facility used in the operation or maintenance thereof (all of which taxes, assessments and other governmental charges of like nature are hereinafter referred to as "Impositions"); provided, however, that if, by law, any such Imposition is payable, or may at the option of the taxpayer be paid, in installments, Borrower may pay the same together with any accrued interest on the unpaid balance of such Imposition in installments as the sarne become due and before any fine, penalty, interest or cost may be added thereto for the nonpayment of any such installment and interest; b. If at any time after the date hereof there shall be assessed or imposed (i) a tax or assessment on the Secured Property or the Development in lieu of or in addition to the Impositions payable by Borrower pursuant to subparagraph (a) hereof, or (ii) a license fee, tax or assessment imposed on Lender and rneasuredby or based in whole or in part upon the amount of the outstanding obligations secured hereby, then all such taxes, assessments or fees shall be deemed to be included within the term "impositions" as defined in subparagraph (a) hereof, and Borrower shall pay and discharge the same as herein provided with respect to the payment oflmpositions or, if Borrower is prohibited by law from discharging such Impositions, all obligations secured hereby together with all accrued interest thereon, shall imrnediatelybecorne r, tD501 JRAXTER ] 40r 172v3 7 20080303001 s74.008 due and payable. Anything to the contrary herein notwithstanding, Borrower shall have no obligation to pay any franchise, estate, inheritance, intangibles, income, excess profits or similar tax levied on Lender or on the obligations secured hereby; C. Subject to the provisions of subparagraph (d) of this Section 1.07, Borrower covenants to furnish Lender within thirty (30) days after the date upon which any such imposition is clue and payable by Borrower, evidence of the payment thereof; - d. Borrower shall have the right before any delinquency occurs to contest or object to the amount or validity of any such Imposition by appropriate legal but Ititis s 1.1 not be dctmip-- or construed in any way as relieving, proceeus�lg�, UU� 6�iiu �uiax• ,! _ modifying or extending Borrower's covenant to pay any such Imposition at the time and in the manner provided in this Section I.07, unIe.s`,; Borrower has given prior written notice to Lenderof Borrower's intent to so contest or object to an Imposition, and unless, at Lender's sole option, (i) Borrower shall demonstrate to Lender's satisfaction that the legal proceedings shall conclusively operate to prevent the sale of the Secured Property, or any part thereof, to satisfy such Imposition prior to final deteniiination of such proceedings; or (ii) Borrower shall furnish a good and sufficient bond or surety as requested by and satisfactory to Lender; or (iii) Borrower shall have provided a good and sufficient undertaking as may be required or permitted by law to accomplish a stay of such proceedings; e. At tiny time after the occurrence of an Event of Default under this Deed of Trust and during the continuance thereof, at the request of Leader, Borrower shall pay to Lender, on the day monthly installments of principal and interest are payable under the Note, until the Note is paid in full, an amount equal to one -twelfth (I M) of the annual Impositions reasonably estimated by Lender to pay the installment of taxes next due on the Development. In such event, Borrower further agrees to cause all bills, statements or other documents relating to Impositions to be sent or mailed directly to Lender- Upon receipt of such bills, statements or other documents, and providing Borrower has deposited sufficient funds with Lender pursuant to this Section 1.08, Lender shall pay such amounts as may be due thereunder out of the funds so deposited with Lender. If at any time and for any reason the funds deposited with Lender are or will be insufficient to pay such amounts as may then or subsequently be due, Lender shad notify Boiluwer and Borrower shall immediately deposit an amount equal to such deficiency with Lender. Notwithstanding the foregoing, nothing contained herein shall cause Lender to be deemed a trustee of said funds or to be obligated to pay any amounts in excess of the amount of funds deposited with Lender pursuant to this Section 1.07. Lender shall not be obliged to pay or allow any interest on any sums held by Lender pending disbursement or application hereunder, and Lender may impound or reserve for future payment of impositions such portion of such payments as Lender may in its absolute discretion deem proper, applying the balance on the principal of or interest on the obligations secured hereby. Should Borrower fail to deposit with Lender iNDS01 JBAXTER 1001172v3 8 200803030o1674.009 (exclusive of that portion of said payments which has been applied by Lender on the principal of or interest on the indebtedness secured by the Loan Instruments) sums sufficient to fully pay such impositions at least thirty (30) clays before delinquency thereof, Lender may, at Lender's election, but without any obligation so to do, advance any amounts required to snake up the deficiency, which advances, if any, shall be secured hereby and shall be repayable to Lender as herein elsewhere provided, or at the option of Lender the latter may, without making any advance whatever, apply any sums held by it upon any obligation of Borrower secured hereby. Should any Event of Default occur under this Deed of Trust, Lender may, at any time at Lender's option, apply any sums or amounts in its hands received pursuant hereto, or as rents or income of the Secured Property or otherwise, upon any indebtedness or obligation, of Borrower ser.>>xed hereby in such manner and order as Lender may elect. The receipt, use or application of any such sums paid by Borrower to Lender hereunder shall not be construed to affect the maturity of any indebtedness securedby this Deed of Trust or any of the rights or powers of Lender under the terms of the Loan instruments or any of the obligations ofBorrower under this Loan Instrument; and f Borrower covenants and agrees not to suffer, permit or initiate the joint assessment of the real and personal property, or any other procedure whereby the lien of the real property taxes and the lien of the personal property taxes shall be assessed, levied or charged to the Secured Property as a single lien. 1.08. Utilities. To pay when due all utility charges which are incurred by Borrower for the benefit of the Development or which may become a charge or lien against the Development for gas, electricity, water or sewer services furnished to the Development and all other assessments or charges of a similar nature, whether public or private, affecting the Development or any portion thereof, whether or not such taxes, assessments or charges are liens thereon. 1.09. Actions Affecting the Secured Property and the Develo meat. To appear in and contest any action or proceeding purporting to affect the security hereof or the rights or powers of Lender; and to pay all costs and expenses, including costs of evidence of title and attorney's fees, in any such action or proceeding in which Lender may appear. 1.10. Actions by_ Leader to Preserve the -Secured Property _a-ad_the_ DevelopjM amt. Should Borrower :fail to make any payment or to do any act as and in the manner provided in any of the Loan Instruments, Lender in its own discretion, without obligation so to do and without notice to or demand upon Borrower and without releasing Borrower from any obligation, may make or do the same in such manner and to such extent as may be deemed necessary to protect the security hereof. In connection therewith (without limiting its general powers), Lender shall have and is hereby given the right, but not the obligation, (a) to enter upon and take possession of the Development, (b) to make additions, alterations, repairs and improvements to the Development which it may consider necessary or proper to keep the Dcvelopmcmt in good condition and repair; (e) to appear and participate in any action or proceeding affecting orwhich may affect the security hereof or the rights orpowers of Lender; (d) to pay, purchase, contest or compromise any encumbrance, claim, charge, WD561 MAXTER 10011720 9 20080303001874.010 lien or debt which in the judgment of it may affect or appears to affect the security of this Deed of Trust or be prior or superior hereto; and (e) in exercising such powers, to pay necessary expenses, including employment of counsel or other necessary or desirable consultants. Borrower shall, immediately upon demand therefor by Lender, pay all costs and expenses incurred by Lender in connection with the exercise by Lender of the foregoing rights, including, without limitation, costs of evidence of title, court costs, appraisals, surveys and reasonable attorneys' fees. 1.11. Survival of Warranties. To fully and faithfully satisfy and perform the obligations of Borrower contained in Borrower's loan application and Lender's loan commitment, and any such application and commitment between Borrower and any assignee of Lender, and each agreement of Borrower incorporated by reference therein or herein, and any modification or amendment thereof t[Pi' girl covennnt.s of Borrower contained therein or incorporated by All representations, wa�.ar.;.,,., ...... reference shall survive the closing and funding of the loan evidenced by the Note and shall remain continuing obligations, warranties and representations of Borrower during any time when any portion of the obligations secured by this Deed of Trust regain outstanding_ 1.12. EminentDomain. That should the Development or the Secured Property, or any -part thereof or interest therein, be taken or damaged by reason of any public improvement or condemnation proceeding, or in any other manner C Condemnation'), or should Borrower receive any notice or other information regarding such proceeding, Borrower shall give prompt written notice thereof to Lender. a. Lender shall be entitled to all compensation, awards and other payments or relief therefor, and shall be, entitled at its option to commence, appear in and prosecute in its own nain�: any action or proceedings. Lender shall also be entitled to make any compromise or settlement in connection with such taking or damage. All such compensation, awards, damages, rights of action and proceeds awarded to Borrower (the "Proceeds") are hereby assigned to Lender and Borrower agrees to execute such further assi,gruncnts of the Proceeds as Lender may require; and b. In the event any portion of the Development or the Secured Property is so taken or damaged, Lender shall have the option, in its sole and absolute discretion, to apply all such Proceeds, after deducting therefrom all costs and expenses (regardless of the particular nature thereof and whether incurred with or without suit), including reasonable attorneys' fees, incurred by it in connection with such Proceeds, upon any indebtedness secured hereby, or to apply all such Proceeds, after such deductions, to the restoration of the Development upon such conditions as Leader may determine. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice, 1,13, Additional Security. That in the event Lender at any time holds additional security for any of the obligations secured hereby, it may enforce the sale thereof or otherwise realize upon the same, at its option., either before or concurrently herewith or after a sale is made hereunder. 1NDS41 SSAXTER 1001 i72v3 10 20080303001874.019 1.14. Successors and Assigns. That this Deed ofTrust applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. 1.15. Inspections, That Lender, or i s agents, representatives or workmen, are authorized to enter, at any reasonable tinge and upon 24 hours prior notice (except in the case of an emergency), upon or in any part of the Development for the purpose of inspecting the same and for the purpose of performing any of the acts it is authorized to perform under the terms of any of the Loan Instruments, 1.16, Liens. To pay and discharge any liens or encumbrances upon the Secured Property in accordance with the terms of the Loan Agrecment. 1.17. Lender's Powers. Without affecting the liability of any other person liable for the payment of any obligation herein mentioned, and without affecting the lien or charge oftl>is Deed of Trust upon any portion of the Property not then or theretofore released as security for the full amount of all unpaid obligations, Lendermay, from time to time and without notice (a) release any person so liable, (b) extend the maturity or alter any of the terms of any such obligation, (c) grant other indulgences, (d) release or reconvey, or cause to be released or reconveyed at any time at Lender's option any parcel, portion or all of the Secured Property, (e) take or release any other or additional security fox any obligation herein meD ioned, or (f) make compositions or other arrangements with debtors in relation thereto. 1.18, Financial Statenxexits. Borrower will cause to be delivered to Lender the financial statements provided for in the Loan Agreement. 1,19, Tradenames. At the request of Lender, Borrower shall execute a certificate in form satisfactory to Lender listing the tradennames under which Borrower intends to operate the Development, and representing and warranting that Borrower does business under no other tradenames with respect to the Development. Borrower shall immediately notify Lender in writing of any change in saidtradenames, and will, upon request of Lender, execute any additional financing statements and other certificates revised to rc Elect the change in tradenarme. ARTICLE 11 SECURITY AGREEMENT 2.01. Creation of Security Interest. Borrower hereby grants to Lender a security interest in and to all rights, title, estate and interest of Borrower in the Personal Property located on or at the Property, including, without limitation, any acid all property of similar type or kind hereafter located on or at the Property for the purpose of securing all obligations of Borrower contained in any of the Loan Instruments. 2.02. Warranties, Representations and Covenants of Borrower. Except with respect to personal property owned by tenants under any lease or sublease, Borrower hereby warrants, represents and covenants as follows. 1NDS01 ]BAXTER 10011720 11 20080303001574.012 a. Except for the security interest granted hereby, Borrower is, and, as to portions of the Personal Property to be acquired after the date hereof, will be, the sole owner of the Personal Property, free from any adverse lien, security interest, encumbrance or adverse claims thereon of any kind whatsoever. Borrower will notify Lender of, and will defend the Personal Property against all claims and demands of all persons at any time claiming the same or any interest therein; b. Except pursuant to that certain Lease betweenBorrower and Walgreen Co. (the "Lease'), Borrowerwill not lease, sell, convey or in anyrnanner transfer the Personal Property without the prior written consent of Lender; C. The Personal Property is not used or bought by Borrower for its personal, family or household purposes; d. The Personal Property will be kept on or at the Property and Borrower will not remove the Personal Property from the Property without the prior written consent of Lender, except such portions or items of Personal Property which are consumed, replaced or worn out in ordinary usage, all of which shall be promptly replaced by Borrower; C. Borrower is a limited liability company organized under the laws of the State of Delaware and Bonower will immediately notify Lender in writing of any change in the jurisdiction in which it is formed; f. Borrower authorizes' Lender to file a financing statement describing all personal property collateral included within the Secured Property. At the request of Lender, Borrower will join Lender in executing one or more financing statements and renewals and amendments thereof pursuant to the Uniform. Commercial Code of Washington: in a form satisfactory to Lender, and will pay the cost of filing the same in all public offices wherever filing is deemed by Lender to be necessary or desirable; g. All covenants and obligations ofBorrower contained herein relating to the Secured Property shall be deemed to apply to the Personal Property whether or not expressly referred to hereil7; h. This Deed of Trust constitutes a Security Agreement as that term is used in the Uniform Commercial Code of Washington; and i. This Deed of Trust constitutes a Fixture Filing as that term is defined in the Uniform Commercial Code of Washington. 2.03_ Lender's Rights annd Remedies. With respect to the Secured Property subject to the foregoing security interest, Lender shall have all of the rights and remedies (i) of a secured party under the Uniform Commercial Code of Washington, (ii) provided HADS0 [ nBAXTER 1001 t 77-0 12 20080303001874.013 herein, including without limitation the right to cause such Secured Property to be sold by Trustee under the power of sale granted by this Deed of Trust, and (iii) provided bylaw. In exercising its remedies, Lender may proceed against the items of real property and any items of personal property separately or together and in any order whatsoever, without in anyway affecting the availability ofLender's remedies. Upon demand by Lender following an Event of Default hereunder, Borrower shall assemble any items of p ersoDal property and make them available to Lender at the Property. Lender shall give Borrower at least five (5) days' prior written notice of the tune and place of anypublic sale or other disposition of such Secured Property or of the time of or after which any private sale or any other intended disposition is to be made. Any person permitted by law to purchase at any such sale may do so. Such Secured Property may be sold at any orie or more public or private sales as permitted by applicable law. ARTICLE f1l REMEDIES UPON DEFAULT 3.01. Events of Default. Any of the following events shall be deemed an Event of Default hereunder: a. Except as pennitted.by the Loan Agreement, Borrower has sold, assigned, conveyed, disposed of or otherwise transferred any part of its ownership (legal or equitable) in the Secured Property, or b. Except for leases and subleases in effect as of the date hereof and previously disclosed to Lender, Borrower has further encumbered the Secured Property by granting or executing a mortgage, deed of trust, lien or encumbrance or other security instruments, without the consent of Lender, or the Secured Property is further encumbered by a lien, encumbrance or charge which is not removed or discharged or which Borrower is not contesting in good faith in accordance with the terms of Paragraph 1.17 hereof, or C. Any other "Event of Default" shall occur under the Loan Agreement. ,_ r n r if A 44;f;innal Remedies, v s.u2. H.cL'C�cl'3tiori Laon ue.au,4. ",..,.. R_rn x. s. I a*t, Event of Default exists under this Deed of Trust, and is continuing, Lender may declare all indebtedness secured hereby to be due and payable by causing Trustee to prepare a written notice of breach and election to sell (which notice Trustee shall cause to be recorded and mailed as required by law) or in any other lawful manner and the same shall thereupon become due and payable without any presentment, demand, protest or notice of any kind. In addition, if any Event of Default exists, Lender may: a. To the extent permitted by Iaw, either in person or by agent, with or without bringing any action or proceeding, enter upon and take possession of The Development, or any part thereof, in its own name, and do any acts which it deems INDS01 18AXTFR 1001172v3 13 2OO8O3O3001874.O14 necessary or desirable to preserve the value, marketability or rentability of the Development or part thereof or interest therein, increase the income therefrom or protect the security hereof and, with or without taking possession of the Development, sue for or oth--i,vise collect the rents, issues and profits thereof, including those past due and unpaid, and apply the same in accordance with Section 3.05 hereof. The entering upon and taking possession of the Development, the collection of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done in response to such default or pursuant to such notice of default and notwithstanding the continuance in possession of the Development or the collection, receipt and application of rents, issues or profits, Lender shall be entitled to exercise every right provided avr In any of the Loan instrlmeni- or by law upon occurrence of any Event of Default under this Deed of Trust; b. Cause Trustee to cause any or all of the Secured Property to be sold under the power of sale granted by this Deed of Trust in any manner permitted by applicable law, or commence an action to foreclose this Deed of Trust in the manner provided by law for mortgage foreclosures, appoint a receiver, or specifically enforce any of the covenants hereof, C. Deliver to Trustee, a written notice of breach and request to sell, following receipt of which Trustec shall prepare and record a written notice of default and election to sell. After three (3) months shall have elapsed following recordation of any such notice of default and election to sell, Trustee shall sell the property subject hereto at such time as Trustee, in its sole discretion, shall deem best to accomplish the ob1ects of these triists, having first given notice of such sale as then required by law. In the conduct of any such sale Trustee may act itself or through its attorney. The place of sale shall be in the county in which the property to be sold, or any part thereof, is situated. i. Upon the request of Lender or if required by law Trustee shall postpone sale of all or any portion of said property or interest therein by public announcement at the time fixed by said notice of sale, and shall thereafter postpone said sale from time to time by public announcement at the time previously appointed. ii. At the tine of sale so fixed, Trustee shall sell the property so advertised or any part thereof or interest therein either as a whole or in separate parcels, as Lender may determine in its sole and absolute discretion, to the highest bidder for cash in lawful money of the United States, payable at time of sale, and shall deliver to such purchaser a deed or deeds or other appropriate instniments conveying the property so sold, but without covenant or warranty, express or implied_ Lender and Trustee may bid and purchase at such sale. To the extent of the indebtedness secured hereby, Lender nced not bid for INDSp1 ]BAX'r£R 1001172V3 14 20080303001874.015 cash at any sale of all or any portion 'of the Secured Property pursuant hereto, but the amourit of any successful bid by Lender shall be applied in reduction of said indebtedness. Borrowerhereby agrees, if it is then still in possession, to surrender, immediately and without demand, possession of said property to any purchaser. d. Exercise any or all of the, rerrledies available to a secured party under the Uniform Commercial Code of the state in which the Property is located, including, but not limited to: i. Either personally or by means of a court appointed recaivcr,r.,Tfo Po.-scssion of all nr any of the Personal Property and exclude therefrom Borrower and all others claiming under Borrower, and thereafter hold, store, use, operate, manage, maintain and control, rD ake repairs, replacements, alterations, additions and improvements to and exercise all rights and powers of Borrowcr in respect to the Personal Property or any part thereof. In the event Lender dernands or attempts to take possession of the Personal Property in the exercise of any rights under any of the Loan Instruments, Borrower promises and agrees to promptly turn over and deliver complete possession thereof to Lender; ii. Without notice to or demand upon Borrower, make such payments and do such acts as Lender may deem necessary to protect its security interest in the Personal Property, including, without limitatioi:3, paying, purchasing, contesting, or compromising any encumbrance, charge or lien which is prior to or superior to the security interest granted hereunder, and_ in exercising any such powers or authority to pay all expenses incurred in connection therewith; iii. Require Borrower to ammble the Personal Property or any portion thereof, at a place designated by Lender and reasonably convenient to both parties, and promptly to deliver such Personal Property to Lender, or an agent or representative designated by it; iv. Sell, lease or otherwise dispose of the Personal Property at public sale, with or without having the Personal Property at the place of sale, and upon such terms and in such manner as Lender may determine. Lender may be a purchaser at any such sale; and V. Unless the Personal Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall give Borrower at least ten (10) days prior written notice of the time and place of any public sale of the NDS01 313AX FR 100117=v3 15 20080303001874,016 Personal Property or other intended disposition thereof. Such notice maybe mailed to Borrower at the address set forth at the beginning of this Deed of Trust. The rights of Lender under this Deers of Trust shall be separate, distinct and cumulative, and none of them. shall be in exclusion of the others. 3.03_ Foreclosure; Expense of Litigation. In any suit to foreclose the lien hereof or enforce any other remedy of Trustee or Lender under this Deed of Trust or the Note, there shall be allowed and included as additional indebtcdricss in the decree for sale orother judgment ordecrm all expenditures and expenses which may be paid or incurred by or on behalf of Trustee or Lender for reasonable attorneys' costs and fees (including the costs and fees of paralegals). survey charges, appraiser's fees, inspecting engineer's and/or architect's fees, fees for environmental studies and assessinents and all additional expenses incurred by Trustee or Lender with respect to environmental matters, outlays for documentary and expert evidence, stenographers' charges, publication costs, and costs (which may be estimated as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies, Torrens certificates, and similar data and assurances with respect to title as Trustee or Lender may deem reasonably necessary either to prosecute such suit or to evidence to bidders at any sale which may be had pursuant to such decree the true condition of the title to, the value of or the environmental condition of the Secured Property. All expenditures ai)d expenses of the nature in this paragraph mentioned, and such expenses and fees as may be incurred in the protection of the Secured Property and the maintenance of the lien of this Deed of Trust, including the fees of any attorney employed by Trustee or Lender in any litigation or proceeding affecting this Deed of Tnist, the Note or the Securcd Property, including probate and bankruptcy proceedings, or in preparations for the commencement or defense of any proceeding or threatened suit or proceeding, shall be immediately due and payable by Borrower, with interest thereon at the post maturity rate and shall be secured by this Deed of Trust. 3.04. Application of Proceeds of Foreclosure Sate[Power of Sale. The proceeds of any sale of the Secured Property pursuant to a foreclosure hereof or a power of sale hereunder shall be distributed and applied in the following order of priority- First, on account of all costs and expenses incident to the foreclosure or power of sale proceedings, including all such iterns as are mentioned in the preceding paragraph hereof; second„ all other items which under the terms hereof constitute secured indebtedness additional to that evidenced by the Note, with interest thereon as herein provided; third, all principal and interest remaining unpaid on the Note; and fourth, any overplus to the person or persons legally entitled thereto, or at Trustee's option, any such overplus may be deposited with the clerk of the district court of the county iru which the sale took place. 3.05. Appointment of Receiver. Upon, or at any time after the filing of a complaint to foreclose this Deed of Trust, Lender shall be entitled as a matter of right to the appointment of a receiver of the Development by the court in which such complaint is filed, and Borrower hereby consents to such appointment. Such appointment may be made either before or after sale, without notice, without regard to the solvency or insolvency of Borrower at the time of application for such receiver and without regard to the then va' ue of the Development or the Secured Property or whether the same shall be then occupied as a homestead or not and Lender hereunder or any holder of the PvDSOI JBAXTER 1601172v3 16 20080303001374.017 Note may be appointed as such receiver. Si:ch receiver shall have power: (a) to collect the rents, issues and profits of the Development during the pendency of such foreclosure suit and, in case of a sale and a deficiency, during the full statutory period ofredemption, whether there be redemption or not, as well as during any further times when Borrower, except for the intervention of such receiver; would be entitled to collect such rents, issues and profits; (b) to cancel or terminate any lease under which Borrower is the lessor for any cause or ground which would entitle Borrower to cancel the same, and to extend or modify any then existing leases under which Borrower is the lessor and to make new leases, which extensions, modifications and new teases may provide for terms to expire, or for options to lessees to extend or renew terms to expire, beyond the maturity date of the indebtedness hereunder and beyond the date of the issuance of a deed or deeds to a purchaser or purchascrs at a foreclosure sale, it being understood and agreed that any such leases, and the options p - t >,a contain"l tl"rPin "hall be binding upon Borrower and all persons or othersuch ,uwrJxoras �o „� ..... whose interests in the Secured Property are subject to the liezz hereof and upon the purchaser or purchasers at any foreclosure sale, notwithstanding any redemption from sale, discharge of the mortgage indebtedness, satisfaction of any foreclosure decree, or issuance of any certificate of sale or deed to any purchaser; and (c) all other powers which may be necessary or are usual in such cases for the protection, possession, control, management, and operation o f the Development or the Secured Property during the whole of said period. The court from time to time may authorize the receiver to apply the net income in his hands in payment in whole or in part of. (a) the indebtedness secured hereby, or by any decree foreclosing this Deed of Trust, or any tax, special assessment or other lien which may be or become superior to the lien hereof or of such decree, provided such application is made prior to foreclosure sale; (b) the deficiency in case of a sale and deficiency. 3.06. Remedies Not Exclusive. Lender shall be entitled to enforce payment and performance of any indebtedness or obligations secured hereby and to exercise all rights and powers under this Deed of Trust or under any Loan fnstrurnent or other agreement or any laws now or hereafter in force, notwithstanding some or all of the said indebtedness and obligations secured hereby may now or hereafter be otherwise secured, whether by mortgage, deed of trust, pledge, lien, assignment or otherwise. Neither the acceptance of this Deed of Trust nor its enforcement whether by court action or other powers herein contained, shall prejudice or in any manner affect Lender's right to realize upon or enforce any other security now or hereafter held by Lender, it being agreed that Lender shall be entitled to enforce this Deed of 'Trust and any other security now or hereafter held by Lender in such order and manner as Lender may, in its absolute discretion determine. No remedy herein conferred upon or reserved to Lender is intended to be exclusive of any other remedy herein or by law provided or permitted, but each shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. Every power or remedy given by any of the Loan Instruments to Lender may be exercised, concurrently or independently, from time to time and as often as may be deemed expedient by Lender and Lender may pursue inconsistent remedies. 3.07 Expenses Durinz Redemption Period. If this Deed of Trust is foreclosed as a mortgage and the Secured Property sold at a foreclosure sale, the purchaser may during any redemption period allowed, make such repairs or alterations on the Secured Property as may be reasonably necessary for the proper operation, care, preservation, protection and insuring thereof: Any sums so paid together with interest thereon frorn the time of such expenditure at the Default INDSoi MAXTEIt 10011720 17 20080303001374.01 E Rate, but not to exceed the maximum rate permitted by law, shall be added to and becomes a part of the amount required to be paid for redemption from such sale. ARTICLE IV MISCELLANEOUS 4.01. Governing Law. THIS DEED OF TRUST SHALL BE GOVERNED BY, AND BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF WASHINGTON WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF. BORROWER HEREBY SUBMITS TO PERSONAL JURISDICTION IN THE STATE OF WA.SHINGTON AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED W THE ;TATL OF WASTUNGTON (AND ANY APPELLATE COURTS TAKING APPEALS THEREFROM) FOR THE ENFORCEMENT OF BORROWER'S OBLIGATIONS HEREUNDER AND NAIVES ANY AND ALL PERSONAL RIGHTS UNDER THE LAW OF ANY OTHER STATE TO OBJECT TO JURISDICTION WITHIN SUCH STATES FOR THE PURPOSES OF SUCR ACTION, SUIT, PROCEEDING OR LITIGATION TO ENFORCE SUCH OBLIGATIONS OF BORROWER. BORROWER HEREBY WAIVES AND AGREES NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEED .JUG ARISING OUT OF OR RELATING TO THIS DEED OF TRUST (a) THAT IT IS NOT SUBJECT TO SUCH JURISDICTION OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN THOSE COURTS OR THAT THIS DEED OF TRUST MAY NOT BE ENFORCED IN OR BY THOSE COURTS OR THAT IT IS EXEMPT OR IMMUNE FROM EXECUTION, (b) THAT -M ACTION, SUIT OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR (c) THAT THE VENUE OF THE ACTION, SUIT OR PROCEEDING IS IMPROPER. NOTHING IN THIS SECTION 4.01 SHALL BE DEEMED TO PRECLUDE LENDER FROM FILING ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF . THIS DEED OF TRUST IN THE STATE IN WHICH BORROWER MAINTAINS ITS CHIEF EXECUTIVE OFFICE OR IN THE STATE IN WHICH THE PROPERTY IS LOCATED ORTHE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE IN WHICH BORROWER MAINTAINS ITS CHIEF EXECUTIVE OFFICE OR IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE IN WHICH THE PROPERTY IS LOCATED. 4.u2. Borrower I'ilui,er Uf T?irrhtc To the frill extent Borrower may do so under _ �.. applicable law, Borrower waives the benefit o f all laws now existing or that hereafter maybe enacted Providing for (i) any appraisement before sale of any portion of the Secured Property, and (ii) the benefit of all laws that may be hereafter enacted in any way extending the time for the enforcement of the collection of the Note or the debt evidenced thereby or creating or extending a period of redemption from any sale made in collecting said debt. To the full extent Borrower may do sounder applicable law, Borrower agrees that Borrower will not at any time insist upon, plead, claim or take the benefit or advantage of any law now or l?ereafter in force providing for any appraisement, valuation, stay, extension or redemption, and Borrower, for Borrower, Borrower's heirs, devisees, representatives, successors and assigns, and for any and all persons ever claiming any interest in the mdSOI 1BAXTER 10011720 18 20080803001874.01E Secured property, to the extent permitted bylaw, hereby waives and releases all rights of redemption, valuation, appraisement, stay of execution, notice of election to mature or declare due the whole of the secured indebtedness and marshaling in the event of foreclosure of the liens hereby created_ If any law referred to in this Section 4.02 and now in force, of which Borrower, Borrower's heirs, devisees, representatives, successors and assigns or other person aught take advantage despite this Section 4.02, shall hereafter be repealed or cease to be in force, such law shall not thereafter be deemed to preclude the application of this Section 4.02. To the full extent Borrower may do so under applicable law, Borrower expressly waives and relinquishes any and all rights and remedies which Borrower may have or be able to assert by reason of the laws of the State of Washington pertaining to the rights and remedies of sureties_ 4.0. ' ,irtiitatiVu vi iiia=`.r .".if it is th-- inU'nt of Borrower and Lender in the executiOT1 of this Deed of Trust and the Note and all other instruments securing the Note to contract in strict compliance with the usury laws of the State of Washington governing the loan and/or indebtedness evidenced by the Note. In furtherazuce thereof, Lender and Borrower stipulate and agree that none of the terms and provisions contained in the Loan histrurnents shall ever be construed to create a contract for the use, forbearance or detention of money requiring payment of interest at a rate in excess of the maximum. interest rate permitted to be charged by the laws of the State of Washington governing the loan and/or indebtedness evidenced by the Note. Borrower, endorser or other party now or hereafter becoming liable for the payment of the Note shall never be liable for unearned interest on the Note and shall never be required to pay interest on the Note at a rate in excess of the maximum interest that may be lawfully charged under the laws of the State of Washington and the provisions of this Section 4.03 shall control over all other provisions of the Note and any other instrument executed in coiuiection herewith which may be in apparent conflict herewith. In the event any holder of the Note shall collect monies which are deemed to constitute interest in excess of the maximum rate allowed by the laws of the State of Washington, all such sums deemed to constitute interest in excess of the legal rate shall be, at Lender's discretion, immediately returned to Borrower upon such determination, or to the extent permitted by law, applied to principal. 4.04. Statements by Borrower. Borrower, within ten (10) days afterbeing given noticeby mail, will furnish to Lender a written statement stating to the best of Borrower's knowledge the unpaid principal of and interest on the Note and any other amounts secured by this Deed of Trust and stating whether any offset or defense exists against such principal and interest. 4.05. Notices. Whenever Lender or Borrower shall desire to give or serve any notice, demand, request or other communication with respect to this Deed of Trust, each such notice, demand, request or other communication shall be in writing and shall be effective only if the same is delivered by personal service (including personal service by courier) or mailed by registered mail, postage prepaid, return receipt requested, addressed to the address set forth at the beginning of this Deed of Trust. Any party may at any time change its address for such notices by delivering or mailing to the other parties hereto, as aforesaid, a notice of such change. 4.06. Captions. The captions or headings at the beginning of each Section hereof are for the convenience of the parties and are not a part of this Deed of Trust. INDSQ] JB'.XT R 10013720 19 20080303001874.02E 4.07. Invalidity of Certain Provisions. if the Iien of this Deed of Trust is invalid or unenforceable as to any part of the debt, or if the lien is invalid or unenforceable as to anypart of the Secured Property, the unsecured or partially secured portion of the debt shall be completely paid prior to the payment of the remaining and secilred or partially secured portion of the debt, and all payments made on the debt, whether voluntary or under foreclosure or other enforcement action or procedure, shall be considered to have been first paid on and applied to the full payment of that portion of the debt which, is not secured or fully secured by the lien of this Deed of Trust. 4.08. No Merger. If both the lessor's and lessee's estates under any lease or any portion thereof which constitutes a part of the Secured Property shall at any time become vested in one owner, this Deed of Trust mid the lien created hereby shall not be destroyed or terminated by appllcaLiva ofthL doctmni, ofmu« ger and `" """h event, Ip-nder shall continue to have and enjoy all of the rights and privileges of Lender as to the separate estates_ In addition, upon the foreclosure of the lien created by this Deed of Trust on the Secured Property pursuant to the provisions hereof or upon a sale pursuant to a power of sale hereunder, any leases or subleases then existing and created by Borrower shall not be destroyed or terminated by application of the law of merger or as a matter of law or as a result of such foreclosure or sale unless Lender or any purchaser at any such foreclosure sale or sale pursuant to such power of sale shall so elect. No act by or on behalf of Lender or any such purchaser shall constitute a termination of any lease or sublease unless Lender or such purchaser shall give written notice thereof to such tenant or subtenant_ 4.09. Subrogation. To the extent that proceeds of the Note are used to pay any outstanding lien, charge or prior encumbrance against the Secured Property, such proceeds have been or will be advanced by Lender at Borrower's request and Lender shall be subrogated to any and all rights and liens owned. or held by any owner or holder of such outstanding liens, charges and prior encumbrances, irrespective of whether said liens, charges or encumbrances are released. 4.10. Construction Deed of Trust. This Deed of Trust is a construction Deed of Trust and it secures a loan incurred to finance the development of the Property including the acquisition cost of Property and certain costs incurred in planning, architectural and engineering studies, zoning and similar expenses. It is understood and agreed that funds to be advanced upon the Note are to be used in the development of the Property in accordance with the Loan Agreement which Loan Agreement is incorporated herein by reference to the samt extent as if fully set forth herein and made a part of this Deed of Trust. 4.11. Attorney Fees. As used in this Deed of Trust and the Loan Instruments, "legal' fees" acid "attorney's fees".or similar terms shall inchide without limitation attorney fees incurred at or in preparation for any trial, appeal or review or in any proceeding under any present or future federal bankruptcy act or state receivership law, and any appeal therefrom. 4.12. Business Use. The Secured Property is not used principally or primarily for agricultural, timber, grazing or farming purposes. The Property does not now and Borrower covenants that during the term of this Deed of Trust the Property will not contain any residential structure or unit. This Deed of Trust secures an obligation incurred exclusively for commercial, 1ND501 18AXTER i001172v3 20 20080303001874,021 business or investment purposes. Borrower warrants to Lender that the Loam proceeds shall be used exclusively for commercial, business or investment purposes. 4.13_ Reconveyance. Upon payment of all obligations secured by this Deed of Trust, Lender shall request Trustee to reconvey the Secured Property and shall surrenderthis Dees! of Trust and all notes evidencing the obligations secured hereby to Trustee. Trustee shall reconvey the Secured Property without warranty to the person or persons legally entitled thereto. The gmtee in any reconveyance may -be described as the "person or persons legally entitled thereto," and the recitals therein of any matters or facts sha{1 be conclusive proof of the truthfulness thereof. Such person or persons shall pay Tnistee's reasonable costs incurred in so reconveying the Secured Property, 4.14, Successor Trustee. In accordance with applicable Law, LC3Iucr iiinj% Al-,iFi taiii" to time appoint a successor trustee to ally Trustee appointed hereunder. Without conveyance of the Secured Property, the successor trustee shall succeed to all the title, power and duties conferred upon the Trustee herein and by applicable law. 1N WITNESS WHEREOF, Borrower has executed this Deed of Trust as of the day and year first above written. [THE REMAINDER OF TTI1S PAGE INTENTIONALLY LEFT BLANK.] TNDS01 1BAXTER 1001172v3 21 20080303001874.02: SIGNATURE PAGE TO DEED OF TRUST, SECUIJTY AGREEMENT AND FIXTURE FILING BORROWER: RENTON - NORTHWEST LLC, a Delaware limited liability company By: Printed; lC.r Tide: VICE PRESIDENT STATE OF OHIO ) ss: COUNTY OF HAMILTON } Before nke, a I otary Public in and for said County and State, personally appeared known to me to be thVICE PRESIDENT of Renton - Northwest LLC, a Delaware limited liability company, and leaving been first duly sworn, acknowledged the execution of the foregoing for and on behalf of said limited liability company. Witness my bland and Notarial Seal this3 day of March ____, 2008. BARBARA HOOD Not" Public, State of Ohio My Commission Expires August 1, =8 �sidence: RIM801 38AXTER 1001172 Notary Public - Signature Notary Public - Printed My Commission Expires: 20080303001874.022 EXH113IT "A" LEGAL DESCRIPTION PARCEL A. LOT 1 OF SHORT PLAT NO. SH-PL-084-83, AS RECORDED UNDER DING COUNTY RECORDING NO- 9407239001; (ALSO KNOWN AS LOT 1 OF LOT LINE ADJUSTMENT NO. LLA-011-88, RECORDED UNDER KING COUNTY RECORDING NO- 8810119002); �tAi...D�CEL R: THE SOUTH 140 FEET OF TIME N ORTH 182 FEET OF THE EAST 160 FEET OF THE WEST 190 FEET OF THE NORTIIWEST i4 OF THE NORTHW[--ST'/4 OF SECTION 15, TOWNSHIP 23 NORTH, RANGE 5 EAST, W-M., RECORDS OF KING COUNTY; PARCELS A AND $ SITUATE IN THE CITY OF RENTON, COUNTY OF KING, STATE OF WASHINGTON. 20080303001874,021 EXHIBIT B Permitted Encumbrances Those exceptions set forth in Schedule .B of the Loan Policy of Title Insurance issued by Northpoint Escrow & Title, as Agent for Transnation Title insurance Company, pursuant to that certain title commitment issued as Commitment No. RT-11143048. 20080303001875.001 'Phis document prepared by and After Recording Mail To: John B. Baxter, Esquire Barnes & Thornburg LLP 11 South Meridian Street Indianapolis, Indiana 46204 20080303001875 LANDAMERICA CO ASNR 53.00 FAGE001 OF e12 03/03/26M% 15:06 KING COUNTY, WA ASSIGNMENT OF RENTS AND LEASES Grantor: Renton - Northwest LLC Grantee: JPMorgan Chase Bank, N.A. Abbreviated Legal Description: Lot I Short Plat SH-PL-084-83 and Pt. Section 15-Township 23-Range 5 East Additional legal descriptions) are on pace 13 of this document. Assessor's Tax Parcel ID #: 518210 0009 and 518210 0008 THIS ASSIGNMENT OF RENTS AN 7 LEASES (hereinafter called the "Assignment") made as of the 3rd day of March, 2008, from RENTON - NORTHWEST LLC, a Delaware limited liability company having a notice address of c/o Phillips Edison & Company, Ltd., 1150 Northlake Drive, Cincinnati, Ohio 45249 ("Borrower"), in favor of 3PMORGAN CHASE BANK, N.A., a national banking association having an address of One Chase Plaza, Mail Code ILI-0951 Chicago, IL 60670 ("Lender"}; WITNESSETH: FOR VALUE RECEIVED, and intending to be legally bo—and, ;✓orro. --r hereby b a.nts, sells, assigns, transfers, sets over and delivers unto Lender, its successors and assigns, all right, title and interest of Borrower in and to all the Leases (as hereinafter defined), together with all the Rents (as hereinafter defined) due and to become due to Borrower. IDS0S PAXTER ](x1t155v3 FILEC FOR RECORD AT THE BEQUEST OF MandAmerica Commercial Services OA(3 0 Y' 20080303001875.002 Borrower hereby covenants, promises and agrees as follows; 1. As used in this Assignment, the following terms shall have the meanings indicated, unless the context otherwise requires: a. "Event of Default" shall mean (i) any "Event of Default" as defined in the Loan Agreement (as hereinafter defined) or any other Loan Document (as hereinafter defined) which is not cured within applicable cure periods; or (ii) any default by Borrower in the performance or observance of any covenant, condition or provision hereof which is not cured within applicable cure periods. b. "Leases" shall mean (i) all present and future leases (including subleases) covering all or any portion of the Premises (including without limitation, the Lease with Walgreen Co.), (ii) all present and future agreements for use or occupancy of any portion of the Premises, (iii) all modifications, extensions, renewals and supplements of any such lease or agreement and any and all further leases, lettings or agreements (including rights in respect of tenants holding over and tenancies following attorriznent of all or any part of the Premises), and (iv) any and all guaranties of the performance of any lessee under any such lease or agreement. C. "Obligations" shall include (i) the payment of each installment of interest, of principal or of principal and interest coming due under that certain Promissory Note of even date herewith in the principal amount of Six Million Seven Hundred Thousand Dollars ($6,704,000) executed by Borrower payable to the order of Lender, as the same may be hereafter amended, restated, modified, extended or renewed (such Promissory Note as the same may be hereafter amended, restated, modified, extended or renewed, being referred to herein together as the "Note"), (ii) the performance of all obligations of Borrower under that certain Construction Loan Agreement between Lender and Borrower of even date herewith, as the same may be hereafter amended, restated, modified, extended or renewed (such Construction Loan Agreement, as the same may be hereafter amended, restated, modified, extended or renewed, being referred to here in as the "Loan Agreement"), (iii) the performance of all obligations of Phillips Edison Limited Partnership ("Guarantor") under that certain Unconditional Guaranty of even date herewith executed by Guarantor in favor of Lender the ("Guaranty"), (iv) the performance of all obligations of Borrower under that certain Deed of Trust, Security Agreement and Fixture Filing of even date herewith executed by Borrower to Transnation Title insurance Company, for the benefit of Lender encumbering the Premises and securing the Note, as the same may be hereafter amended, restated, modified, extended or renewed (such 1NDs01 MAXTER L001155Y3 2 20080303001876.003 Deed of Trust and Security Agreement, as the same may be hereafter amended, restated, modified, extended or renewed, being referred to herein as the "Deed of Trust"), (v) the payment and performance of all obligations, whether contingent or otherwise, whether existing or hereafter arising, of Borrower to. Lender or an affiliate of Leader arising under or in connection with the Rate Management Agreements (as defined in the Loan Agreement), and (vi) the performance of all obligations of Borrower under each other instrument and document given by Borrower to Lender to evidence, secure or support the indebtedness evidenced by the Note (the Note, the Loan Agreement, the Guaranty, the Deed of Trust and each such other instruments and documents being referred to herein collectively as the "Loan Documents"). d. "Premises" shall mean the real estate described on Exhibit A attached hereto and made a part hereof and all improvements located thereon. C. "Rents" shall include all rentals, and other sums of money due or becoming due to Borrower under any Lease, all of the rents, income, receipts, revenues, issues and profits now due or which may hereafter become due to Borrower under any Lease and all monies due and to become due to Borrower under any Lease for services, materials or installations supplied, whether or not the same were supplied under the terms of any Lease, and all rights and remedies which Borrower may have against any tenant under the Leases or others in possession of any portion of the Premises for the collection or recovery of monies so assigned hereby, and the proceeds of all such Rent, both cash and noneash, including, but not limited to any minimum rents, additional rents, percentage rents, parking, maintenance, insurance and tax contributions, any damages following default by a tenant under any Lease, any penalties or premiums payable by a tenant under any Lease and the proceeds of any policy of insurance covering loss of rents resulting from destruction or damage to any portion of the Premises. 2. To induce Leader to accept this Assignment and to advance funds on account of the Obligations, Borrower covenants, warrants and represents: a. That Borrower has full right and power to execute this Assignment and to assign the Leases and Rents to Lender, and has not executed any prior assigrvment, mortgage, pledge or encumbrance of the Leases or the Rents or of any of its rights under any Lease or to any portion of the Rents to any person other than Lender; b. That Borrower has not done any act or thing which might prevent Lender from enjoying the benefits of the Leases and Rents assigned hereby; iNDS01 JBAxl,CR 1001155v3 20080303001875.004 C. To the best of Borrower's knowledge and belief, that each of the Leases is, or will be when executed, valid and enforceable in accordance with its terms, assuming the duly authorized execution of the leases by all parties thereto; d. To the best of Borrower's knowledge and belief, that tenants are not in default under any of the terms of any of the Leases now in effect; C. That Borrower is not in default under any of the terms of any of the Leases now in effect; and f. That no Rents have been collected or accepted by Borrower more than one (1) month in advance or tnC tithe when the same becor;e dut ,tinder tblr terms of the Leases. Borrower hereby covenants, promises and agrees that Borrower will: a. Observe, fulfill and perform each and every condition, covenant and provision of each of the Leases to be fulfilled or performed by Borrower except to the extent of any waiver or substituted performance accepted by the tenant; b. Give notice to Lender of any material notice given by Borrower, or any material notice of default received by Borrower from any tenant, Under any Lease, together with a true copy of such notice and any supporting materials, within tent (10) days of its receipt or giving of such notice; C. Enforce by all reasonable means under the circumstances, short of termination., at the sole cost and expense of Borrower, the substantial performance or observance of each and every material covenant and condition of each of the Leases to be performed or observed by the tenant thereunder; d. At the sole cost and expense of Borrower, appear in and defend any action grooving out of or in any manner connected with any of the Leases, Rents or the obligations or liabilities of Borrower or the tenant thereunder; and e. From time to time, upon request by Lender, execute and deliver to Lender, acknowledge when appropriate, and record or file in the public records when appropriate, any and all % ritings, including without limitation further assignments of any Lease or I -cases, financing statements and other writings that Lender may deem reasonably necessary or desirable to carry out the purpose and intent of this Assignment, or to enable Lender to enforce any right or rights hereunder. 1NDS01 JBAXTER 1001155Y3 4 20080303001875 005 f, Make no assignments of the Rents, Leases or the interests, rights and privileges assigned herein sv:bscquent to this Agreement, 4. Except as otherwise expressly permitted by the Deed of Trust, Borrower will not, without the prior written consent of Lender: a. Modify; amend or alter the terins of the Leases; b. Terminate, surrender or cancel any Leasc; c, Coiiecl any Refits for iniorz than on (1 j month Prior to the acctijal thereof under the terms of the Leases; d, Waive, or release any tenant under any of the Leases from, any material obligations or conditions to be performed by such tenant under its Lease, or discount or reduce any Rents payable thereunder; or e. Pledge, transfer, mortgage or otherwise encumber or assign the Leases or the Rents. 5. Lender shall not be obligated to perform or discharge, nor does Lender hereby undertake to perform or discharge any obligation, duty or liability of Borrower under any of the Leases, or under or by reason of this Assignment. Borrower hereby agrees to indemnify and defend Lender against, and hold Lender harmless from, (i) any and all liability, loss or damage which Lender may or might incur under any of the Leases or under or by reason of this Assignment and (ii) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligation on Lender's part to perform or discbarge any obligation under any of the terms of any of the Leases. Should. Lender incur any such liability, loss or damage under the Leases or under or by reason of this Assignment, or in defense against any such claims or demands, the amount thereof, including costs, expenses and reasonable attorneys' fees, together with interest thereon at the rate (or the Default Rate if Borrower is in default hereunder or under the Loan Documents) specified in the Note, shall be added to the Obligations secured hereby and Borrower shall reimburse Lender therefor, immediately upon demand; provided, however, nothing herein shall be construed to impose any liability or obligation upon Borrower for claims or demands arising out of actions or omissions of Lender in the exercise of its rights hereunder. 6, Notwithstanding this Assignment or any exercise by Lender of any of Lender's rights hereunder, or any law, usage or custom to the contrary, Borrower shall retain full responsibility for the care, control, management and repair of the Premises. Except as otherwise provided by applicable law, this Assignment shall not operate to place responsibility for the care, INL)SQI )BAXTER 11101155v3 20080303001875,OOE P control, management or repair of the Premises on Lender, or the carrying out of any terms or conditions of the Leases, nor shall this Ass gnment operate to make Lender responsible or liable for any waste committed on the Premises by the tenants or any other parties or for any dangerous or defective condition of the Premises, or for any negligence in the management, upkeep, repair, or control of the Premises resulting in loss or injury or death to any tenant, licensee, employee, or stranger_ Borrower hereby agrees to iDdernnify and defend Lender against, and hold Lender harmless from, (i) any and all liability, loss or damage which Lender may or might incur under the Leases or by reason of the Assignment thereof or by reason of any deficiency or alleged deficiency in the care, control, management or repair of the Premises or any part thereof, (ii) any and all claims and demands whatsoever which may be asserted against Lender by reason thereof, and (iii) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on ixorrowct's lea« to 1JLl1VA.i1.,. d..,,,..,..d....._, of the terms, covenants, or agreements contained in any of the Leases or if Lender incurs any such liability, loss, or damage, under any of the Leases or should Lender incur any liability, loss or damage described in the preceding sLmtence, or in defense against any such claims or demands, the amount thereof, including costs, expenses and reasonable attorneys' fees, together with interest thereon at the highest Default Rate specified in the Note, shall be added to the Obligations secured hereby and Borrower shall reimburse Lender therefor, immediately upon demand. Notwithstanding any provis�an contained herein to the contrary, Borrower shall not be required to indemnify and defend Lender against and hold Lender harmless under Paragraph S or Paragraph 6 hereof from any liability, loss or damage which Lender suffers as a result of Lender's gross negligence or willful misconduct occurring after Lender takes actual possession of the Property pursuant to a foreclosure of the Trust or under a deed -in -lieu of foreclosure thereof. 7. It shall be an Event of Default hereunder and under the Loan Agreement if Borrower shall default in the performance or observance of any covenant, condition or provision hereof, and such default has not been cured or corrected within thirty (30) days following written notice thereof from Assignee to Borrower; provided, however, that if such default is of such a nature that it cannot be cured or corrected within such thirty (30) day period, Borrower shall be entitled to such additional time as may be necessary to cure or correct such default if Borrower promptly commences such cure or corrective action and diligently pursues such cure or corrective action to completion. Notwithstanding the foregoing, Borrower shall not be entitled to any notice of, or cure period or grace period for, any defavJ1 by Borrower under Paragraph 4 hereof. S. These presents shall not be deemed or construed to constitute Lender as a mortgagee in possession of the Premises nor to obligate Lender to take any action hereunder, nor to incur any expenses or perform or discharge any obligation, duty or liability hereunder or under the Leases. However, upon the occurrence of an Event of Default and the continuance thereof, then Lender, but without obligation so to do and upon concurrent notice to Borrower and without releasing Borrower from any obligation herein, may perform any obligation of Borrower INDS01 IBAXTER 1001S550 20080303007875.007 hereunder, including specifically, without limiting Lender's general powers, appearing in and defending any action purporting to affect the security hereof or the rights or powers of Lender and performing any obligation of Borrowcr in any of the Leases contained, and in exercising any such powers paying necessary costs and expenses, employing counsel and incurring and paying reasonable attorneys' fees; and Borrower will pay immediately upon demand all sums expended by Lender under the authority hereof, together with interest thereon at the highest Default Rate specified in the Note, and the same shall be added to the Obligations secured hereby and shall be secured by all the security given for any of the Obligations. 9. To the extent permitted by applicable law and in accordance with the provisions of such law, upon the occurrence of an Event of Default and the continuance thereof, Lender, at its option, may niake, erg orce, or ccept a s.trr�--der of any of the Leases; obtain and evict tenants; flx or modify rents; make any ,alterations, renovations, repairs and replacements to the Premises which Lender reasonably deems necessary or desirable for the successful operation of the premises; bring or defend any suits in connection with the Premises, Leases or Rents in its own name or in the name of Borrower, and do any acts which Lender deems proper to protect the security hereof until all Obligations secured hereby are paid or performed in full, and, in its own name, sue for or otherwise collect and receive all Rents, including those past due and unpaid. Lender shall not be responsible for diligence in collecting Rents but shall be accountable only for sums actually received. Lender shall not be liable for any loss sustained by the Borrower resulting from Lender's failure to let the Premises after default or from any other act or omission of Lender in managing the Premises after default unless such loss is directly caused by the willful misconduct and bad faith of Lender_ Lender, in the exercise of the rights and powers conferred upon it by this Assignment shall have full power to use and apply the Rents to the payment of or on account of the following, in such order as Lender may determine, in its sole discretion: a. to the payment of the costs and fees incurred by Lender in the enforcement of this Assignment and the other Loan Documents, including reasonable attorneys' fees; b. to the payment of the operating expenses of the Premises, including cost of management and leasing thereof (which shall include reasonable compensation to Lender and its agent or agents, if management is delegated to an agent or agents, and shall also include lease commissions and other compensation and expenses of seeking and procuring ternanti acid evitering into Leases), established claims for damages, if any, and premiums on insurance on the Premises; C. to the payment of taxes and special assessments now due or which may hereafter become due on the Premises; IND501 MAXTER 10Dl1550 7 20080303001875.008 d. to the payment of all repairs, decorating, renewals, replacements, alterations, additions, betterments, and improvements of the Premises and the expenses of placing the premises in such condition as Lender from time to time may deem necessary; and e. to the payment of the Obligations or any deficiency which may result from any foreclosure sale. 10. To the extent permitted by applicable law and in accordance with the provisions of such law, notwithstanding any agreement, law, custom or usage to the contrary, Borrower hereby collaterally assigns to Lender any award inude hereafter to it in any court prc: ed*:re involving any of the tenants in any bankruptcy, insolvency, or reorganization proceedings in any state or Federal court; and any and all payments made by the tenants in lieu of Rent. 11. As long as mi Event of Default is not continuing beyond applicable notice and cure periods, Borrower shall have the right to collect upon, but not prior to, accrual, the Rents and to retain, use and enjoy the same, and to otherwise operate and manage the Premises and deal with the Leases and tenants. While and so long as an Event of Default is continuing beyond applicable notice and cure periods, in addition to and not in lieu of any rights or remedies available to Lender, Borrower shall have no further right to receive, hold, collect or utilize any Rents or other charges payable to or received by Borrower, but instead, the same shall be the sole property of Lender and Borrower covenants and agrees to remit same (including all security or other deposits held or previously received by Borrowex) to Lender, on demand. 12. To the extent permitted by applicable lave and in accordance with the provisions of such law, upon the occurrence of an Event of Default, Lender may elect to have all Rents assigned hereunder paid directly to Lender and Lender may notify the tenants or any other party or parties in possession of the Premises to pay all of the Rents directly to Lender, for which this Assignment shall be sufficient warrant. Upon such notice from Lender to the tenants, the tenants are hereby authorized and directed to pay all bents directly to Lender, unless or until Lender otherwise directs the tenants. Each terivat's account with Borrower shall be credited with the amount of all Rents so paid by such tenant to Lender. Borrower covenants and agrees to release and hold harmless all tenants from any claim on account of any such payments made directly to Lender. 13. Lender may take or release other security, may release any party primarily or secondarily liable for any Obligations secured hereby, may grant extensions, renewals or indulgences with respect to such Obligations, and may apply any other security therefor held by it to the satisfaction of such Obligations Without prejudice to any of its rights hereunder. The rights of Lender to collect said Obligations and to enforce any other security therefor held by it may be exercised by Lender either prior to, simultaneously with, or subsequent to any action by 1"301 33AXTER 1001155v1 20080303001875.009 it hereunder. Lender shall have the full right, power and authority to enforce this Assignment or any of the terms, covenants or conditions hereof, at any time or times that Lender shall deem ft. 14. If any provision of this Assignment, or any covenant, stipulation, obligation, agreement, act or action, or part tbereof made, assumed, entered into, or taken thereunder or any application thereof, is for any reason held to be illegal or invalid, then such illegality or invalidity shall not affect any other provision or any covenant, stipulation, obligation, agreement, act or action, or part thereof, made, assumed, entered into, or taken, each of which shall be construed and enforced as if such illegal or invalid portion were not eontauaed herein. Such illegality or invalidity of any application thereof shall not affect any legal or valid application thereof, and each such revision, covenant, stipulation, obligation, agreement, act or action, or part shall be deemed to be effective, operative, made, entered into, or taken in iiic iraiu7c:r and to tltc Full extern permitted by law. 15_ No amendment or modification of this Assignment shall be effective unless in writing and signed by Borrower and Lender. 16. Borrower does hereby irrevocably appoint Lender as the lawful attorney -in -fact of Borrower upon an Event of Default and the continuance thereof to do and perform all things in the name, place, and stead of Borrower deemed by Lender to be necessary, reasonable or appropriate to carry out the intent and purpose of this Assignment. 17. If Lender shall waive any of its powers or rights hereunder or waive any breach or default by borrower, such waiver steal l not be deemed to waive any of Lender's powers or rights on any future occasion. Delay or failure by Lender to exercise or claim, in whole or in part, any such power or right shall not be deemed a waiver of such power or right; no single or partial exercise of any right or power hereunder shall preclude any other right or power. The rights and remedies hereunder expressly specified are in addition to, but not exclusive of, the rights and remedies of Lender under applicable law or in equity. 18. INTENTIONALLY DELETED 19. Borrower agrees to reimburse Lender for all costs and expenses incurred by Lender in enforcing this Assignment and/or in exercising Lender's rights pursuant hereto. 20. This Assignment of Rent and Leases shall terminate and become void automatically upon the earlier of (a) the Obliga*ions being satisfied and discharged in full, or (b) upon the recording of an instrument releasing all of the Premises from the lien of the Deed of Trust. Upon satisfaction and discharge in full of the Obligations, Lender shall, upon request from Borrower, execute and deliver to Borrower a release of this Assignment in recordable form. WDS01 MAXTER 10011550 9 20080303001875.01C 21. As used herein, each gender shall include the other genders, the singular number shall include the plural, and conversely. 22. All notices required or permitted to be given hereunder shall be deemed to have been duly given if given in the mariner provided for the giving of notice under the Deed of Trust. 24. THIS ASSIGNMENT SHALT, BE GOVERNED BY, AND BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF WASHINGTON WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF. BORROWER HEREBY SUBMITS TO PERSONAL JURISDICTION IN THE STATE OF WAS14INGTON AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF WASHINGTON (AND ANY APPELLATE COURTS TAKING Ai P EALS TIT IL �Fn ^I A) FOR THE ENFORCEMENT OF BORROWER'S OBLIGATIONS HEREUNDER AND WAIVES ANY AND ALL PERSONAL P.JGHTS UNDER T14E LAW OF ANY OTHER STATE TO OBJECT TO SURISDICTION WITHIN SUCH STATE FOR THE PURPOSES OF SUCH ACTION, SUIT, PROCEEDING OR LITIGATION TO ENFORCE SUCH OBLIGATIONS OF BORROWER. BORROWER HEREBY WAIVES AND AGREES NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS ASSIGNMENT (a) THAT IT IS NOT SUBJECT TO SUCH JURISDICTION OR THAT SIJCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT 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, (b) THAT THE ACTION, SUIT OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR (c) THAT THE VENUE OF THE ACTION, SUIT OR PROCEEDING IS IMPROPER, NOTHING IN THIS SECTION 24 SHALL BE DEEMED TO PRECLUDE LENDER FROM FILING ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF THIS ASSIGNMENT IN THE STATE IN 'WHICH BORROWER MAINTAINS ITS CHIEF EXECUTIVE OFFICE OR THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE IN WHICH BORROWER MAINTAINS ITS CHIEF EXECUTIVE OFFICE. In the event that any provision or clause of any of the Loan Instruments conflicts with applicable laws, such conflicts shall :not affect other provisions of such Loan Instruments which can be given effect without the conflicting provision, and to this end the provisions of the Loan Instruments are declared to be severable. This instrument cannot be waived, changed, discharged or e nllnateµ wmll,r, but only h an instrument in wTiting signed b the party against Y .__ __...� g Y g whom enforcement of any waiver, change, discharge or termination is sought or by payment of the obligations secured hereby in full, IN WITNESS WHEREOF, Borrow; r has executed this Assigrnnent of Rents and Leases as of the date first above written. END501 SHAXTEa 1001155v3 10 20080303001875.01 SIGNATURE PAGE TO ASSIGNMENT OF RENTS AND LEASES "ASSIGNOR" RENTON -NORTHWEST LLC, aDelaware limited liability company By: Printed: Title: VICE PRESIDENT STATE OF OHIO ) ) SS: COUNTY OF HAMILTON ) Before me a Notary Public in and for said County and State, personally appeared /7 own to me to be the V1r E €IQfFRenton - Northwest I�LC, a Delaware limited liability company, and having been first -du y sworn, acknowledged the execution of the foregoing Environmental Indemnity Agreement for and on behalf of said limited liability company. my hand and Notarial Seal this -3 day of March, 2008. SARSARA HOOD notary pubTIC, Stateti1 Ohio zek:�� 45< MY COMMIasion i=xptres N tary Public - Signature August 2, 2W8 My County of Residence: Notary Public - Printed My Commission Expires: 20080303001875.01: EX141BIT "A" LEGAL DESCRIPTION PARCEL A: LOT 1 OF SHORT PLAT NO. SH-1'L-084-83, AS RECORDED UNDER KING COUNTY RECORDING NO. 8407239001; (ALSO KNOWN AS LOT 1 OF LOT LINE ADJUSTMENT NO. LLA-011-88, RECORDED UNDER KING COUNTY RECORDING NO. 8810119002); PARCEL E THE SOUTH 140 FEET OF THE NORTH 182 FEET OF THE EAST 160 FEET OF THE WEST 190 FEET OF THE NORTHWEST 1/ OF THE NORTHWEST 1/4 OF SECTION 15, TOWNSHIP 23 NORTH, RANGE 5 EAST, W.M., RECORDS OF KING COUNTY; PARCELS A AND B SITUATE IN THE CITY OF RENTON, COUNTY OF KING, STATE OF WASHINGTON. 20080303001876.001 UCC FINANCING STATEMENT FOLLOW INSTRUCTIONS front and back CAREFULLY A. NAME Sr PHONE OF CONTACT AT FILER [optipnall Sandy Allison 317) 231-7207 B. SENpACKNCWLEOGMFNT TQ: {Nameand Address FT Spencer Viernes, Esquire BARNES & THORNBURG LLP 11 South Meridian Street Indianapolis, Indiana 46204 1, DEBTOR'S EXACT FULL LEGAL NAME -insert I a, OFtGA,NfZA710h''S LAAME RENTON - NORTliWEST LLC OR .,, �unrtune lnl._I ncr MA"P �rII�I�I��d". ail IPlll�lKI' 20080303001876 .�a�i; ens« .... THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY de�lor na rre (1 a oSLj - du nnl nhprmriafe or wmbine names 1c. NWLINCi ALIUKt3D c/o Phillips Edison & Co. L 1'CD.,11501 Northlake I}r. Cincinnati OH 45249 U.S.A_ 16, TAX JD iA 5SN OR EIN ADD'L INFO RE ji..rYPEDFORGANIZATION ;1.1U RISD4CT14N C)F QRvANIZA7fON 1g. ORGANIZATIONAL ID d, it any ORGANIZATION Delaware 44631 43 DE13TOR LLC N{ 2- AODITIONAL DEBTOR'S EXACT FULL LEGAL NAME -insert nn[Y,p- dSClor name (2a or 2b) - da nnl ahiwavielo Orcomhine names OR[-, id. TAX ID W: SSN OR E1N ACD'L INFO RE Ile. ORGANIZATION Dai TOR 3. SECURED PARTY'S NAME (or NAME OTC Ya.ORGANIZAT*'r5 NAME IPMorgan Chase Bank, N.A. On_. ._.__.._.._..,....._.....- of A9S1GhdOR Sfl - insn4 oAVD yt secured parry name (3e. ar FIRST — One Chase Plaza, Mail Cade IL1-0951 cNcago 4. This FINANCING STATEMENT m rs the follnwing mMnErral: See Exhibit B attached hereto and Trade a part hereof. STATE IFUC ilAL any IL 160670 FILED FOR RECORD AT THE ).EQUEST OF Nil L.arldAmerica Commercial Services �I143V 'Y U.S.A. 5.ALTERNATIVE;DESIG14ATIOr 11f';1 llcab'ie); LESSFEA-ES-SOR CCNStC,3cEJCOrJ5IGN6R BA;LEEr5AIL0R SELLEWBUYER AG-u3=N NON-UCONLING g ns IN A E N is to tad ar react) or foamded iri m r;❑AL 7, heck 10 A H REV ( On Deb: s 5 ATE RECORDS. A11wil rCum 51 a "'Ir iric r.DDj7lQNAL FFF tonal All Dab'.ars Oebtvr 9 Debtor 2 3, OPTIONAL FILER REFEFZFNCE OATh Kent County Recorder, Was;ztngton FILING OFFICE COPY— NATIONAL UGC FINANCING STATEMENT (FOP,M UCC1) (REV. 07129198) NATUCCI - SMfW Cr sn;rm G��inc F J3 s ;1111�_fl: UCC FINANCING STATEMENTADDENDUM FOLLOW INSTRUCTIONS ((Irons and back) CAREFULLY _ 9, NAME OF FIRST DEBTOR (1a or 1b) ON RELATED FWANGING STATEMENT 9a, ORGANIZATIONS NAME RENTON -NORTHWEST LLC OR 9b. INDMIDUAUS, LAST NAME -—FFIRST NAME MlUDLE NAME 10. MISCELLANEOUS: 20080303001876.002 I THE ABOVE SPACE 15 FOR FILING OFFICE USE ONLY 12. ADDITIONAL SECURr=D PARTY'S os ASSIGNOR S1P's Nl1M[-inset x yg name (12a x 12hj ORGANIZATIONS NAME OR 12b. IN01VIpUAL'S LAST NAME FIp.cT IAQAR MID@LE NAME SUFFIX 12aMAILINGADP4tE55 CIfY STATE JFIOSTALCODE GOUWTRY 13. ihls FINANCING STATEMENT novels U limber Ea be wl or I 1 uvo-extracted I t Adailibrial coikneral description; collateral. of is filed u a ® rxlOre filing. L-I 14. Oesuiption of real estate: See Exhibit A attached hereto and made a part hereof. 15. Name and address of a RECORD OWN=R of above4eacnbed Taal eslata (ir Debtor does a [ here A record iniarestk 7.:aieck ply it applKebin and check Allay one boz. eblor is a o Trua1 or11 Trustee ailing i9th respect to properly hold In tn.st orn Decedent's Estate 8. Check 40iy if appitcable and check = one box. U Dehlor is a TRANSMITTING UTIL17Y ❑ Filed in conna tidn with a ManufactUfed-Horne 7ransnrlion—eifecilva 30 years ❑ FIeC in GDnneclicn In a FubHic-Finn- Transaction -» ef.cfw. 30 years FILING OFFICE COPY— NATiONALUCC FINANCING STATEMEW ADDENDUM (FORM UCC1Ad) (REV. O7l7.9188) NATUCCt - 5144f C T Sys— Or -lire EXHIBIT "A" LEGAL DESCRIPTION PARCEL A.: 20080303001876.003 LOT 1 OF SHORT PLAT NO. SH-PL-084-83, AS RECORDED UNDER KING COUNTY RECORDING NO. 8407239001; (ALSO KNOWN AS LOT 1 OF LOT LINE ADJUSTMENT NO. LLA-011-88, RECORDED UNDER KING COUNTY RECORDING NO. 8810119002); PARCEL B: THE SOUTH 140 FEET OF THE NOR I'H 192 FEET OF THE EAST 160 FEET OF THE WEST 190 FEET OF THE NORTHWEST '/4 OF THE NORTHWEST '/4 OF SECTION 15, TOWNSHIP 23 NORTH, RANGE 5 EAST, W.IvT., RECORDS OF DING COUNTY; PARCELS A AND E SITUATE IN THE CITY OF RENTON, COUNTY OF KING, STATE OF WASHINGTON. 20080303001876.004 EXHIBIT "B" DESCRIPTION OF COLLATERAL All rights, title, estate and interests of Debtor in and to any and all buildings and improvements now or hereafter erected on the Property, including, but not limited to, building materials and 'supplies stored on the real estate described on Exhibit "A" to the UCC Financing Statement to which this Exhibit "B" is also attached (the "Property"), fixtures, attachments, appliances, equipment, machinery and other articles attached to said buildings and improvements (but excluding any trade fixtures, attachments, appliances, equipment, machinery and other articles of personal property owned by any tenant leasing the Property) (the "Improvements"); all rights, tltlr, estate arid iniCrCSt" f Dn�'* in to all rents, 1ClIf'S, profits- rovaltle5, income and other benefits derived from the Property and/or the Improvements (collectively the "rents"), subject to the right, power, and authority hereinafter given to Debtor to collect and apply such rents; all estate, right, title and interest of Debtor in and to all leases or subleases covering the Property and/or the Improvements or any portion thereof now or hereafter existing or entered into, and all right, title and interest of Debtor thereunder, including, without limitation, all cash or security deposits, advance rentals, and deposits or payments of similar nature. all right, title and interest of Debtor in and to all options to purchase or lease ,the Property or any portion thereof or interest therein, and any greater estate in the Property owned or hereafter acquired; all rights, title, estate and other claims, both in law and in equity, which Debtor now has or may hereafter acquire in the Property; all rights, title, estate and interests of Debtor in and to all easements, rights -of -way and rights used in connection with the Property, or as a means of access thereto, and all tenements, hereditaments and appurtenances thereof and thereto, and all water rights and shares of stock evidencing the same; all rights, title, estate and interests of Debtor, now owned or hereafter acquired, in and to any land lying within the right-of-way of any street, open or proposed, adjoining the Property, and any and all sidewalks, alleys and strips and gores or land adjacent to or used in connection with the property; all rights, title, estate and interests of Debtor in and to all tangible personal property now or hereafter owned by Debtor and now or at any time hereafter located on or at the Property or used in connection therewith or with the Improvements, including, but not limited to: all goods, machinery, tools, insurance proceeds, trucks, fork -lifts, equipment (including fire sprinklers and alarm systems, office air conditioning, heating, refrigerating, electronic monitoring, entertainment, recreational, window or structural cleaning rigs, maintenance, exclusion of vermin or insects, removal of dust, refuse or garbage and all other equipment of every kind), lobby and all other indoor and outdoor furniture (including tables, chairs, planter, desks, sofas, shelves, 20080303001876.005 lockers and cabinets), storage racks, hycraulic lifts, wall beds, wall safes, furnishings, appliances (including ice boxes, refrigerators, fans, beaters, stoves, water heaters and incinerators), inventory, rugs, carpets and other floor coverings, draperies and drapery rods and brackets, awnings, window shades, 'Venetian blinds, curtains, lamps, chandeliers and other lighting fixtures and office maintenance and other supplies (all such personal property being referred to herein as the "Personal Property") (the Property, the Improvements and the Personal Property being referred to herein as the "Development")-, all rights, title, estates, interest and any other demand or claim, which Debtor now has or may hereafter acquire in any pennits, licenses, plans and specifications, construction contracts, construction .management agreements, material purchase agreements, builder's and manufacturer's warranties with respect to the Propei-Ly, the 1lUprove-ments or the Personal Property ; and all the rights, title, estates, interests and other claims or demand, including claims or demands with respect to the proceeds of insurance in effect with respect thereto, which Debtor now has or may hereafter acquire in the Property, the Improvements or the Personal Property, and any and all awards made for the taking by eminent domain, or by any proceedings or purchase in lieu thereof, of the whole or any part of the Property or the Improvements, including, without Iimitation, any awards resulting from a change of grade of streets and awards for severance damages. 20080320001095.00' RETURN RECORDED DOCUMENT TO: WALGREEN CO. 104 Wilmot Road, Dept. #1420 Deerfield, Illinois 60015 Attn: Charles Kaufman This instrument Prepared by. Kristine E. lida 104 Wilmot Rd., MS 1420 Deerfield. Illinois 60015 �II��eIIIIIIRIIf�l�llnll�inill�'ll�! 20080320001095 LANDAMERICA CO LE 50.00 PAGE001 OF 009 03/20/20eS 14:15 KING COUNTY, WA %sv z yan j co--?fa-!t. a(esC. � P. �l 'G,� h� Gfi ,_ 1 _� S Y 07s r s z r v 000If- 00O - MEMORANDUM OF LEASE By this Memorandum of Lease, made the ZI day of r lir , 2008, between between RENTON — NORTHWEST, LLC, a Delaware limited liability company ("Landlord") and WALGREEN CO., an Illinois corporation ("Tenant"), Landlord hereby leases to Tenant, and Tenant hereby rents from Landlord, for the term commencing February 1, 2009, and continuing to and including January 31, 2084, as such dates shall be adjusted pursuant to a lease of even date herewith between the parties hereto (the "Lease") and subject to prior termination as therein provided, the premises to include both the real property and building and other improvements, appurtenances, easements and privileges belonging thereto, at the southeast corner of NE 4t' Street and Union Avenue NE, in the City of Renton, County of King, State of Washington, as shown on the plan attached hereto and made a part hereof as Exhibit "A" and as legally described can Exhibit "B" attached hereto and made a part hereof and hereinafter referred to as the "Leased Premises". The Lease, among other things, contains the following provision(s): FILGO FOR RECORD AT THE REQUEST 6F MLandAmerica commercial Services A , 1 20080320001095.002 PARKING (a) Landlord, at Landlord's cost and expense, shall repair and replace (but shall not be obligated to maintain, which shall be Tenant's responsibility including any maintenance obligations set forth in the Cross Access Easement Agreement described in Article T(b) below) the parking areas of the Leased Premises for one (1) year after the Possession Date. Subject to the immediately preceding sentence, Tenant, at Tenant's cost and expense, shall maintain, repair and replace the parking areas of the Leased Premises and all easement areas provided for in the Cross Easement Agreement subject to reimbursement as set forth therein. However, Tenant shall have no obligation to perform nor pay any costs in connection with the following: (i) any damages caused by the acts or omissions of Landlord; (ii) any defects in the construction of the Leased Premises by Landlord; and (iii) any items related to enforcement of the Cross Easement Agreement unrelated to Tenant's use of the Leased Premises. The foregoing items (1) through (iii) shall remain Landlord's responsibility to perform. Subject to the Cross Access Easement, the parking areas of the Leased Premises shall be for the non-exclusive use of Tenant and Tenant's customers, employees, invitees, successors, assigns and sublessees. (b) It is an express condition of this Lease that Landlord shall execute and record a Cross Access Easement Agreement (the "Cross Access Easement") approved by Landlord and Tenant pursuant to which Tenant, its customers, employees, agents, invitees, successors and assigns shall be granted the non-exclusive easement for pedestrian and vehicular ingress and egress and parking over and through the private roadways and driveways, including all related accessways, sidewalks, ramps and access points appurtenant thereto, upon the property to the south of the Leased Premises (the "Adjacent Parcel"), and the owner of the Adjacent Parcel, its tenants, customers, employees, agents, invitees, successors and assigns shall be granted the non-exclusive easement for pedestrian and vehicular ingress and egress and parking over and through the private roadways and driveways, including all related accessways, sidewalks, ramps and access points appurtenant thereto, upon a portion of the Leased Premises as shown on the Site Plan. Until such time as the Cross Access Easement is executed and recorded against the Adjacent Parcel and proof of the same is delivered to Tenant, Tenant shall have no ohligation'o accept delive , of the possession of the Leased Premises. Tenant agrees, at its sole cost and expense, to comply with the terms and conditions of the Cross Access Easement, including but not limited to all maintenance obligations imposed on the owner of the Leased Premises set forth in the Cross Access Easement. EXCLUSIVES (a) Landlord covenants and agrees that, during the Term and any extensions or renewals thereof, no additional property which Landlord, directly or indirectly, may now or hereafter own, lease or control, and which is contiguous to, or which is within 20080320001095.00; five hundred (500) feet of any boundary of, the Leased Premises (the "Landlord's Property"), will be used for any one or combination of the following, (1) the operation of a drug store or a so-called prescription pharmacy or prescription ordering, processing or delivery facility, whether or not a pharmacist is present at such facility, or for any other purpose requiring a qualified pharmacist or other person authorized by law to dispense medicinal drugs, directly or indirectly, for a fee or remuneration of any kind; (ii) the operation of a medical diagnostic lab or the provision of treatment services (other than as part of a medical, dental, physician, surgical or chiropractic office(s], which offices] shall not be restricted by this subclause fill); (iii) the sale of so-called health and beauty aids or drug sundries; (iv) the operation of a business in which alcoholic beverages shall be sold for consumption off the premises; (v) the operation of a business in which photofinishing services (including, without limitation, digital photographic processing or printing, or the sale of any other imaging services, processes or goods) or photographic film are offered for sale; (vi) the operation of a business in which greeting cards or gift wrap are offered for sale; and (vii) the operation of a business in which prepackaged food items for off premises consumption are offered for sale. In the event that Tenant files suit against any party to enforce the foregoing restrictions, Landlord agrees to cooperate fully with Tenant in the prosecution of any such suit, and reimburse Tenant for all of the attorneys' fees and court costs incurred by Tenant in connection with such suit, notwithstanding its resolution. For purposes hereof "contiguous" shall mean property that is either adjoining the Leased Premises or separated from the leased Premises only by a public or private street, alley or right-of-way. (b) In addition, Landlord shall not permit or suffer any other occupant of Landlord's Property to use any premises or any portion thereof for purposes of a cocktail lounge, bar, any other establishment that sells alcoholic beverages for on - premises consumption, disco, bowling alley, pool hall, billiard parlor, skating rink, roller rink, amusement arcade, a theater of any kind, children's play or party facility, adult book store, adult theatre, adult amusement facility, any facility selling or displaying pornographic materials or having such displays, second hand store, odd lot, closeout or liquidation store, auction house, flea market, educational or training facility (including, without limitation, a beauty school, barber college, school or other facility catering primarily to students or trainees rather than customers), gymnasium, sport or health club or spa, blood bank, massage parlor, funeral home-, gleep;ng quarters or lodgii',g, the outdoor housing or raising of animals, the sale, leasing or storage of automobiles, boats or other vehicles, any industrial use (including, without limitation, any manufacturing, smelting, rendering, brewing, refining, chemical manufacturing or processing, or other manufacturing uses), any mining or mineral exploration or development except by non -surface means, a car wash, a carnival, amusement park or circus, an assembly hall, off track: betting establishment, bingo hall, any use involving the use, storage, disposal or handling of hazardous materials or underground storage tanks, any use which may materially or adversely affect the water and sewer services supplied to the Leased Premises, a church, temple, synagogue, mosque, or other house of worship, any facility for the sale of paraphernalia for use with illicit drugs, office 20080320001095.ON use (except incidental to a retail use and as permitted by Article 8(a)(ii) above), a restaurant, or any use which creates a nuisance. (c) No encumbrance, lien, or restriction recorded against or otherwise imposed upon the Leased Premises shall be binding upon or otherwise enforceable against Tenant or its successors and assigns unless Tenant has expressly and in writing, consented to said recordation or imposition; any such purported encumbrance, lien or restriction to which Tenant has not consented shall be void. The foregoing restriction against the imposition or recordation of other liens, encumbrances or restrictions shall be deemed a covenant running with the land in addition to any contractual obligation of Landlord_ RIGHT OF FIRST REFUSAL 25. (a) In the event that Landlord shall receive a Bona Fide Offer to purchase the Leased Premises at any time and from time to time on or after the date hereof and during the Term of this Lease or any extensions thereof from any person or entity, Landlord shall so notify Tenant (Attu.: Real Estate Law Department) together with a true and correct copy of said Bona Fide Offer. For purposes hereof, a "Bona Fide Offer" shall be deemed to be one made in writing by a person or entity that is not related to or affiliated with Landlord which Landlord intends to accept (subject to this Article 25). In submitting the Bona Fide Offer to Tenant, Landlord shall segregate the price and the terms of the offer for the Leased Premises from the price and other terms connected with any additional property or properties that such person or entity is offering to purchase from Landlord. Tenant may, at Tenant's option and within forty-five (45) days after receipt of Landlord's notice of said Bona Fide Offer and receipt of a copy thereof, offer to purchase the Leased Premises at the price and upon the terms and conditions as are contained in said Bona Fide Offar, in which event, Landlord shall sell the Leased Premises to Tenant upon said terms and conditions and said price; furthermore, in such event, Landlord shall convey the Leased Premises to Tenant by warranty deed. Notwithstanding the foregoing, the price that Tenant shall pay for the Leased Premises shall be reduced by (i) an amount equal to broker's fees or commissions that: would have been payable by either the purchaser or Landlord if the Leased Premises were sold pursuant to a Bona Fide Offer; and (ii) the amount of any payments) �adc by the proposed purchaser to any entity owned or controlled by, or affiliated with, the proposed purchaser. Landlord shall provide Tenant evidence of the amount of broker's fees or commissions payable in connection with any such Bona Fide Offer. Landlord covenants that it shall accept no such Bona Fide Offer or convey the premises until it has complied with the terms of this Article 25, Any conveyance of the Leased Premises trade in the absence of full satisfaction of this Article 25 shall be void. Tenant may enforce this Article 25, without limitation, by injunction, specific performance or other equitable relief. 20080320001095.00E (b) Tenant's election not to exercise its Right of First Refusal shall not prejudice Tenant's rights hereunder as to any further Bona Fide Offer_ The terms and conditions contained in this Article 25 shall be binding upon the heirs, successors and assigns of Landlord. MISCELLANEOUS Provisions for rent and the other terms, covenants and conditions of said letting, indiAinn the options on the part of Tena..nt for prior termination, are set forth at length in the Lease and all of said provisions, terms, covenants and conditions are, by reference thereto, hereby incorporated in and made a part of this Memorandum of Lease. This instrument shall also bind and benefit, as the case may require, the heirs, legal representatives, assigns and successors of the respective parties, and all covenants, conditions and agreements herein contained shall be construed as covenants running with the land. This instrument shall not become binding upon the parties until it shall have been executed and delivered by both Landlord and Tenant. This Memorandum of Lease is made and executed by the parties hereto for the purpose of recording the same in the office of the public records of King County, Washington, and is subject in each and every respect, to the rents and other terms, covenants and conditions of the Lease, bearing even date herein, between the parties hereto and this Memorandum of Lease is executed and delivered with the understanding and agreement that the same shall not in any manner or form whatsoever, alter, modify or vary the rents and other terms, covenants and conditions of the Lease. 20080320001095.00E IN WITNESS WHEREOF, Landlord and Tenant have executed this Memorandum of Lease, under seal, as of the day and year first above written. Tenant: Landlord: WALC,REEN CO. RENTON — NORTHWEST, LLC By: IUDI1A - Pri t ame: Robert M. Silverman its: D isional Vice President WITNESSES: `-il me. S)lar, 0 • HocvAtr vW Name: �isa(% N1p v By: 'Q'� Printthorized ame: James P. Shipman Its: Representative WITNESSES: Na (Notary and exhibit pages follow.) 20080320001095.00, STATE OF ILLINOIS ) SS COUNTY OF LAKE ) On this 27 day of February, 2008, before me appeared Robert M. Silverman, to me personally known, who, being by me duly sworn, did say that he is the Divisional Vice President of WALGREEN CO., an Illinois corporation, and that said instrument was Signed on behalf of said Gmmnratinn hJ ai iifInnri lr of itY hnarrrj of diractr%rs, and said Divisional Vice President, acknowledged said instrument to be the free act and deed of said corporation. f 1� NE:7: SE L" My commission eAVLJRE=K E OF iLtM)IS RES 11J16/2010 STATE OF ) L)--- h ) SS COUNTY OF)'j,A LYE k -- I hereby certify that on this day before me, an officer duly authorized in the state aforesaid and in the county aforesaid to take acknowledgments, personally appeared -Skl D rn a n to me known to be the person described in and who executed the foregoing instrument as 15n &I'.9f - T16 LL-- 0-, and acknowledged before me that he executed the same as such officer in the name of and on behalf of said corporation. Witness my hand and official seal in the county and state last aforesaid this t` day of cL. , 200ll� ' (SEAL) y— f Signature My Commission Expires: G &-5-11 f I*CAMMN Auam ftft Now 20080320449495.00! GQMFUANCEWRHTHECfTYOFRENiCN'IULTWIA _ . ifNi-iH`cl:b: �t+r"-1-4•�IS 51'RfE' RFFER TLi rrlf cIYL sE7,�F FR CC l co $ �SE76nCr AY RLsfi o p� • % ! HE CORNER OF 9UILUiNG _ -xx 94.O.I d -7 S S. uTITR U 7[C 20080320001095.M EXHIBIT 1`B" LEGAL DESCRIPTION LEGAL DESCRIPTION (STORE -912497) PARCEL 1: LOT 1 OF SHORT PLAT NO SH-AL-nPA_QQ AS RECORDED i minr-D uiN)G nr inrry 0- 83 1 4 � \l 4/ I l 1.d L 4.f V I Y V L.. l 1 l x 4 C �J M Y I I RECORDING NO. 8407239001; (ALSO KNOWN AS LOT 1 OF LOT LINE ADJUSTMENT NO. LLA-011-88, RECORDED UNDER KING COUNTY RECORDING NO. 8810119002); SITUATE IN THE CITY OF RENTON, COUNTY OF KING, STATE OF WASHINGTON. PARCEL 2: THE SOUTH 140 FEET OF THE NORTH 182 FEET OF THE EAST 160 FEET OF THE WEST 190 FEET OF THE NORTHWEST 1/4 OF THE NORTHWEST 114 OF SECTION 15, TOWNSHIP 23 NORTH, RANGE 5 EAST, W. M., RECORDS OF KING COUNTY; SITUATE IN THE CITY OF RENTON, COUNTY OF KING, STATE OF WASHINGTON. 20080320001096.001 WALGREEN CO. 104 Deerfield, Illinoiot Roas 4 1-5MS M1111',i � 4 �I I �I Attn: Lola Muhammad 0080320001096 Real Estate Law Department LANDAMERICA CO SUB 53.00 Store # 12497 PAG£001 OF 012 0a/20/2008 14:15 KiNc. COUNTY . Un SUBORDINATION, NON -DISTURBANCE AND ATTORNMENT AGREEMENT THIS SUBORDINATION, NON -DISTURBANCE AND ATTORIIN;NIENT AGREEMENT made in multiple copies as cf the 0 -7112lay of -;:-Pbtw t'4 2008, by and between JPMORGAN CHASE BANK, N.A., a national banking association ("Mortgagee"), REN'rON - NORTHWEST LLC, a Delaware limited liability company ("Landlord") and WALGREEN CO., an Illinois corporation ("Tenant'); FILED FOR RECORD AT THE REQUEST OF WITNESSETH:'L/+an�America cTr�o WHEREAS, Mortgagee is the holder of a Note in the original principal amount of $6,700,000.00, secured by a Mortgage or Deed of Trust ("Mortgage") dated 2008, recorded ona2008, in Book , at Page in the Official Records of King County, State of Washington, covering the property legally described on Exhibit "A" attached hereto and made a part hereof; /2ecgra�r-) 6Ja, 260fo�03e201,?7� WHEREAS, by Lease dated 2008, ("Lease"), recorded by Memorandum; of Lease of even date, on vw c.f,, Xb , 2009, in Book 7 at Page , in the Official Records of King County, State of Washington, Landlord, as landlord; leased to Tenant, as tenant, the property, of the Northeast corner of 4"' Street and Union Avenue in Renton, Washington, legally described on Exhibit "A" ("Leased Prernises"). -X- *- R e tt r-d,-.-\ j rf o, U o o o 1�) 95 WHEREAS, Mortgagee, Tenant and Landlord desire to confirm their understanding with respect to said Lease and said Mortgage-, NOW, THEREFORE, in consideration of the premises and the mutual covenants and promises contained herein and other good and valuable consideration, the parties agree as follows- 33o8S2.2 20080320001096.002 1. Subject to the covenants, terms and conditions of this Agreement, in the event of a default under the Note, the lien of said Lease is hereby subordinated to the lien of said Mortgage. if there shall be a conflict between the terms of said Lease and the terms of said Mortgage, the terms of said Lease shall prevail. 2. In the event Mortgagee or any other party (collectively "Successor Landlord') acquires title or right of possession of the Leased Premises under said Mortgage, through foreclosure, or other procedure related to a default under the Note, said Lease shall remain in full force and effect and Tenant skull continue occupancy of the Leased Premises in accordance with the terms and provisions of said Lease. In such event, during the period that it holds title to or possession of the Leased Premises, Successor Landlord shall be in all respects bound by said Lease as Landlord and by all of Tenant's rights thereunder. Successor Landlord's remedies pursuant to the Lease will be in full force and effect once Successor Landlord succeeds to the interest of Landlord under the Lease and once Successor Landlord is bound by all of the terms and conditions of said Lease. 3. So long as Successor Landlord shall be bound by the terms and conditions of said Lease, Tenant shall attom to Successor Landlord when Successor Landlord is in possession of the Leased Premises, whether such possession is pursuant to Mortgagee's rights under said Mortgage (which such attornment shall be effective and self operative without the execution of any further instrument on the part of any of the parties hereto), or other procedure related to a default under the Note and will continue occupancy of the Leased Premises under the same terms and conditions of said Lease. 4. Mortgagee shall not include Tenant in any foreclosure proceeding involving the Leased Premises, unless required by applicable state law for Mortgagee to accomplish the foreclosure and then not to interfere with or diminish Tenant's rights under said Lease or disturb Tenant's possession. 5. In the event that Successor Landlord succeeds to the interest of Landlord under such Lease, Successor Landlord shall not be: a). Liable for any act or omission of any prior landlord (including Landlord) or subject to any offsets or defenses which Tenant might have against any prior landlord (including Landlord), except for any defaults or remedies of which Tenant has notified Mortgagee prior to 2 830852,2 20080320001096.00c Successor Landlord becoming bound by the Lease in accordance with paragraph 2. Successor Landlord will not be held liable for any consequential damages for defaults of any prior Landlord: or b). Bound by any payment of any rent or additional rent which Tenant might have paid for more than the current month to any prior Iandlord (including Landlord); or c). Bound by any amendment or modification of the Lease made without Mortgagee's written consent. 6. During the continuance of said Mortgage, Tenant shall use reasonable efforts to give written notice to Mortgagee of all defaults by Landlord of those obligations under said Lease which are of a nature as to give Tenant a right to terminate said Lease, reduce rent, or to credit or offset any amounts against future rents, and Mortgagee shall have the same opportunity as provided to Landlord in said Lease (but shall not be required) to cure the same. In any event (except as otherwise provided in the next sentence of this paragraph), Tenant's failure to provide Mortgagee such written notice shall not impair any rights granted or derived by Tenant under said lease and/or this Agreement. In no event shall Tenant terminate the Lease as a result of any breach or default of the Lease unless Tenant has provided Mortgagee notice and afforded the Mortgagee the same opportunity to cure such breach or default as provided to Landlord in said Lease; provided, however, that Mortgagee shall not be obligated to remedy or cure any default of Landlord under the Lease. 7. Tenant hereby agrees that upon receipt of written notice from Mortgagee of a default by Landlord under said Mortgage, all checks for rent and other sums payable by Tenant under said Lease to Landlord shall, from the date of Tenant's receipt of such written notice, be delivered to emnd drawn to Uhc exclusive order of Mortba-ee until 1` o tgagec or a Court of competent jurisdiction shall direct otherwise. Such an assignment of rent shall not relieve Landlord of any of its obligations under said Lease and shall not modify or diminish any rights granted to Tenant by said Lease or this Agreement, including but not limited to, any rights contained in said Lease which allow Tenant the right of so-called self help, offsets or deductions in the event of default or otherwise. Landlord hereby consents and agrees to the provisions of this paragraph and hereby authorizes Tenant to direct all rental and other payments under said Lease as provided by this paragraph. Landlord hereby relieves Tenant from any liability by reason of Tenant's payment of any sums under said Lease as required by this paragraph. Tenant shall have no 3 �Mss2.2 20080320001096.004 obligation to verify the existence of any such default stated in the notice from Mortgagee under this paragraph. 8. (a) Subject to the terns of (b) below, Tenant agrees that the covenants of Landlord in Article 8 of the Lease shall not be binding upon land owned by Successor Landlord that acquires the interest of Landlord in the Leased Premises through foreclosure of the Mortgage or a deed in lieu thereof, (provided that Successor Landlord owned or mortgaged such land prior to the date that it acquires the interest of Landlord in the Leased Premises), but shall apply to any subsequent purchaser or transferee that is not an affiliate or subsidiary of Successor Landlord. (b) Upon Successor Landlord's acquisition of Landlord's interest, during the period that it holds title to the Leased. Premises, Successor Landlord will not execute any agrccment that violates the restrictions set forth in Article 8 of the Lease or agree to any modification of a then existing agreement which extends the right of any third party to operate in a manner inconsistent with the restrictions set forth in Article 8 of the Lease, 9. In the event Successor Landlord acquires title or right of possession of the Leased Premises, Tenant acknowledges and -agrees that the liability of such Successor Landlord under the Lease shall be limited to its interest in the property described on Exhibit "A" and the rents, income and profits therefrom. Notwithstanding anything herein to the contrary, Tenant shall have all of its equitable remedies against Successor Landlord. Nothing contained herein shall otherwise limit Tenant's rights or remedies as provided in the Lease. 10. All notices under this Agreement shall be deemed to have been duly given if made in writing and sent by United States certified or registered mail, postage prepaid, or by overnight delivery service providing proof of receipt, and addressed as follows: If to Mortgagee: JPMorgan Chase Bank, N.A. Commercial Real Estate One Chase Plaza Chicago, Illinois 60670 Atbi. Mail Code IL1-0951 With copies to: Eames & Thornburg LLP 11 South Meridian Street Indianapolis, Indiana 46204 Attn: John B. Baxter 4 9308 52.2 20080320001096.005 If to Tenant: WALGREEN CO. 104 Wilmot Road, MS 1420 Deerfield, IIlinois 60015 If to Landlord: RENTON — NORTHWEST LLC Phillips Edison & Company, Ltd. Grooms Road ('`inrinr5nti f1'nin 457d7 Attw R. Mark Addy With copies to: Jones Waldo Holbrook & McDonough, P-C. 170 S. Main Street, Suite 1500 Salt Lake City, UT 84101 Attn: Glen D. Watkins provided that each party by Iike noticc may designate any future or different addresses to which subsequent notices shall be sent. Notices shall be deemed given upon receipt or upon refusal to accept delivery. 11. Tenant agrees that the right of first refiisal shall not apply to Successor Landlord through a foreclosure, deed -in -lieu of foreclosure or any other enforcement action under the Mortgage; provided, however, such right of first refusal shall apply to subsequent purchasers of the Leased Premises. It is the express intention of Landlord and Tenant that the acquisition by either party of the right, title, interest and estate of the other party in and to the Leased Premises shall not result in termination or cancellation of the Lease by operation of the principle of merger of estates or otherwise, notwithstanding any applicable law to the contrary. 12. To facilitate execution, this Agreement may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the sign?ture and acknowledgmment of; or on behalf of, each party, or that the sigiature and acknowledgment of all persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single instrument. It shall not be necessary in making proof of this Agreement to produce or account for more than a single counterpart containing the respective signatures and acknowledgment of. or on behalf of, each of the parties hereto. Any signature and acknowledgment page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures and acknowledgments thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature and acknowledgment pages. 5 830852.2 20080320009056.aos 13. This Agreement shall also bind and benefit the heirs, legal representatives, successors and assigns of the respective parties hereto, and all covenants, conditions and agreements herein contained shall be construed as mmning ,vlth the land. IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement, under seal, as of the day and year first above written, (Signature Page to follow) M. 33Q$52,2 20080320001096,007 r TENANT WALGREEN CO., an Illinois corporation Ra ert M. Silverman Di l sional Vice President LANDLORD RENTON - NORTHWEST LLC, a Delawv a limited liability company By::5 - rw-e5 �S: � rt Its: A,S{'W(I-z--rd ,`•• 9308 52.2 MORTGAGEE JPMORGAN CHASE BANK, N.A., a national banking association .John E. Wilgus, li First Vice President 20080520001096.00E TENANT WALGREEN CO., an Illinois corporation Robert M. Silverman Divisional Vice President LANDLORD RENTON - NORTHWEST LLC, a Delaware limited liability company By: Manager 7 INDSOY MAXTER ro203e20 MORTGAGEE .JPMORGAN CHASE BANK, N.A., a national banking association --TCA-��P � Tho a J. Rey olds Vice President wo 20080320001096,OOS EXHIBIT "A" LEGAL DESCRIPTION (STORE 912497) PARCELI: LOT 1 OF SHORT 'PLAT NO. SH—PL-084-83, AS RECORDED UNDER KING COUNTY RECORDING NO. 8407239001; (ALSO KNOWN AS LOT 1 OF LOT LINE ADJUSTMENT NO. LLA-011-88, RECORDED UNDER KING COUNTY RECORDING NO. 8810119002); SITUATE IN THE CITY OF RENTON, COUNTY OF KING, STATE OF WASHTNGTON_ PARCEL 2: THE SOUTH 140 FEET OF THE NORTH 182 FEET OF THE EAST 160 FEET OF THE WEST 190 FEET OF THE NORTHWEST 114 OF THE NORTHWEST 114 OF SECTION 15, TOWNSHIP 23 NORTH, RANGE S EAST, W. M., RECORDS OF KING COUNTY; SITUATE IN THE CITY OF RENTON, COUNTY OF KING, STATE OF WASHINGTON. 830852,2 0 rM 20080320001096.01( ACIC,qO WLEDGEMENT STATE OF ILLINOIS § COUNTY OF LAKE § On this a54—day of 2008, before me appeared Robert M. Silverman, to me personally known, whc�,-being by me duly sworn, did say that he is the Divisional Vice President of '�'V durv.,n C"n An T11;rnis rnr„nrat;nn a,�nd tb-rf Swtd incfi��ment n- r a S.— was signed in behalf of said corporation by authority of its board of directors, and said Divisional Vice President acknowledged said instrument to be the frct and dStd-afsaid corporation. Witness my hand and Notarial Seal. Public — Signature Notary Public — Printed My County of Residence My term expires. STATE OF ILLLN"OIS § COUNTY OF § On this day of 2008, before me appeared John E. Wilgus, II, to me personally known, who, being by me duly sworn, did say that he is the First Vice President of ,IPMorgan Chase Rank, N.A., a national banking association: and acknowledged the execution of the foregoing for an on behalf of said association. Witness my hand and Notarial Seal. My term expires: 8308522 9 Notary Public -- Signature Notary Public — Printed My County of Residence 4 21008032000IM6.101't ACKNOWLEDGEMENT STATE OF ILLINOIS COUNTY OF LAKE § On this day of 2008, before me appeared Robert IM. Silverman, to me personally known, who, being by me duly sworn, did say that he is the Divisional Vice President of Wal!green Co., an Illinois corporation, and that said instrumcnt was signed in behalf of said corporation by authority of its board of directors, and said Divisional Vice President acknowledged said instrument to be the free act and deed ofsaid corporation. Witness my band and Notarial Seal. Notary Public — Signaturc Notary Public — Printed My County of Residence My term expires: STATE OF ILLINOIS 9 COUNTY OF_ fJ § On this y of 2008, before me appeared Thomas J. Reynolds, to me personally known, who, beirb by me duly sworn, did say that he is the First Vice ;President of JPMorgan Chase Bank, N.A., a national banking association, and acknowledged the execution of the foregoing for at) on behalf of said association. Witness my hand and Notarial Seal.` 4K'�ial Seal u c -- Signature MdA2 !saber ciccarel& Notary PeUic Slate of Illinois L commwion E iresOMJJ008 My term expires: i -Z -gig INDS01 J13AXTER 1020302VI 9 Notary Public— Printed My County of Residence