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I ......... ! d I N LU Q U U mn E l uoI6uiyspa M 'ua�ud W M Z O x w a z 0 E`� 4aM uOSUOJ9 ' N 0i7 l Zz� ap LQ Z 0 U U Ly cLL- ° Q� 3N LTJ J LL Q �� - <' - LU of a J�� W d�IN�3 JNIddOHS �db'MS �OVI�InLLI �O WI V) .. te a => < , :2 Q a- .--. m CC C) Q rN t1 W J Q W M Z O QW ~O a z 0 d Zz� CIO LQ U 0 U U Ly cLL- LTJ J NU W Z Lwd �Q LLI L,_,wo a J�� W J D� �-Jw �O WI V) .. te a => < , :2 Q a- .--. m wl w U U < Z 0 m�z D J WHO U LL U �u LLI Z F cn ZWw0 O LL 0 n _ QWOLLJ G� O cr� z Z 7) W = C) X n� W WSW WCC 0 � 0 (D 0� zU) 1--0 =m -j 6' = c� Z ILLI 00 QD,� m W f Q o' ` X J O W O ���7 �N W Z Z 0 Q LLI —i LLI It LLI O 0 0 CITY OF RENTON DEPARTMENT OF COMMUNITY & ECONOMIC DEVELOPMENT MEMORANDUM Date: September S, 2011 To: City Clerk's Office From: Stacy M Tucker Subject: Land Use File Closeout Please complete the following information to facilitate project closeout and indexing by the City .■ Clerk's Office. Project Name: Village Square Modification LUA (file) Number: LUA-10-013, MOD Cross -References: AKA's: Project Manager: Rocale Timmons Acceptance Date: March 30, 201-' Applicant: Will Nelson Owner: JG Renton LLC Contact: Carter Woollen, Woollen Studio Inc. PID Number: 7564600340 ERC Decision Date: ERC Appeal Date: Administrative Approval: March 30, 2011) Appeal Period Ends: April 13, 2014 Public Hearing Date: Date Appealed to HEX: By Whom: HEX Decision: Date: Date Appealed to Council: By Whom: Council Decision: Date: Mylar Recording Number: Project Description: Application requesting sign modification in order to retrofit an existing legal non -conforming sign located at the elbow of two (buildings located on the site. Location: 1222 Bronson Way N Comments: Denis Law 1t O Mayor Y Department of Community and Economic Development March 30, 2010 Alex Pietsch, Administrator Will Nelson Legacy Commercial LLC 400112 th Ave NE, Ste. 230 Bellevue, WA 98004 Subject: Village Square Sign Modification Request 1222 Bronson Way N File No. LUA10-013, MOD Dear Mr. Nelson: This letter is sent in response to your February 24th request (attached) for modifications from the City's Urban Design regulations (RMC 4-3-100). Summary of Request The applicant is requesting a sign modification in order to retrofit an existing legal non -conforming sign. The site, Village Square, is located at 1222 Bronson Way N and the sign is located at the elbow of the two buildings located on site. The subject site is 6.35 acres and located in the Commercial Arterial (CA) zone and Design District V. The applicant is proposing to retrofit the existing tower in order to match proposed awning screens to be placed on the existing buildings. The tower is approximately 31 feet from grade and would remain the same height. An administrative modification is needed in order to alter a legal non -conforming sign in which the proposal does not increase its conformity to currentRenton Municipal Code. Section 4-3-1001 allows the Administrator to grant modifications from the design regulations, provided the modification meets the following criteria of RMC 4-9-250D, Modification Procedures ('a' -`e'), along with the additional design criteria of RMC 4-3-100L (`f -`j'); Will meet the objectives and safety, function, appearance, environmental protection and maintainability intended by the Code requirements, based upon sound engineering judgment; and b. Will not be injurious to other property(ies) in the vicinity; and C. Conform to the intent and purpose of the Code; and d. Can be shown to be justified and required for the use and situation intended; and e. Will not create adverse impacts to other property(ies) in the vicinity; and The project as a whole meets the intent of the minimum standards and guidelines in subsections E, F, G, H, 1, J, and K of the design regulations; g. The requested modification meets the intent of the applicable design standard; and Renton City Hall 0 1055 South Grady Way • Renton, Washington 98057 • rentonwa.gov 0 0 h. The modification will not have a detrimental effect on nearby properties and the City as a whole; and The deviation manifests high quality design; and j. The modification will enhance the pedestrian environment on the abutting and/or adjacent streets and/or pathways. Background The applicant, Legacy Commercial LLC, has requested a modification from the City's Design Regulations for signs (RMC 4-3-100.J) in order to retrofit an existing freestanding sign in order to match proposed awning screens to be placed on the buildings. The tower is approximately 31 feet from from grade and is broken up into four sections through the use of different architectural elements. The height of the sign would remain the same. The first 7 feet of the sign's support structure, consists of four exposed concrete columns making up a square configuration. The sign is then enveloped with a wood parapet which screens the columns for the next approximate 8 feet of the structure, matching the top of the existing pitched roof line of the buildings on site. The columns are then exposed for the next 8 feet approximately. The remaining 8 feet consist of the four sided sign face, made of wood, used to identify the shopping center. The sign copy area is approximately 26.6 square feet. Changes would include: a change to the appearance of the supporting structure with the removal of the existing parapet; the removal of the four-sided sign face; the addition of aluminum mesh from 11 feet from grade to the top of the tower with a sign copy area not to exceed 26.6 square feet. As a minimum standard, freestanding signs are prohibited in Design District V. The code applies in this instance due to the requirement that any restoration, expansion and reconstruction to a legal non -conforming sign shall conform to the regulations of the Renton Municipal Code. The proposal would not conform to minimum standard outlined in the Design District 'D' standards. Therefore, Mr. Nelson has requested a modification on behalf of Village Square. Analysis a) Will meet the objectives and safety, function, appearance, environmental protection and maintainability intended by the Code requirements, based upon sound engineering judgment. The applicant contends that the proposed retrofitting of the tower sign would achieve a modernized tower sign that would improve the site's appearance and re-establish the sign as an integrated part of the design approach for the shopping center thus meeting the objectives of the design standards. The deisgn would integrate the signage from the proposed awnings and the tower and create a cohesive design that would be constructed with interesting materials and creatively lit. Staff concurs the requested modification conforms to the intent and purpose of Design District `D' standards by providing a sign that is both clear and of appropriate scale for the Village Square Shopping Center. In addition the sign is made of quality materials that contribute to the character of the shopping center and the surrounding area. b) Will not be injurious to other property(les) in the vicinity. The applicant contends that the scale of the existing tower would not and it has not been of concern to those properties in the vicinity. The sign is set far back from both N Bronson Way and Garden Ave N. The southeast corner of the tower is setback approximately 230 feet from N Bronson Way and 168 feet from Garden Ave N. It is also the applicant's contention that the proposed design would include the use of unique materials and lighting that would add cultural capital to the City of Renton and be a key architectural component to revitalize a marginalized 0 0 shopping center. Staff concurs; the retrofit of the existing Village Square sign is not anticipated to be injurious to other properties in the vicinity. C) Conform to the intent and purpose of the Code. See discussion under criterion "a)" above. d) Can be shown to be justified and required for the use and situation intended. As a minimum standard, pole signs are prohibited in Design District `D' (RMC 4-3-100.J) thereby prohibiting alteration to poles sign without moving towards conformity. The applicant contends that the existing sign is antiquated due to weathering and style. The inability to modify the sign in a way that still allows for meaningful identification and advertising for businesses within the shopping center is a hardship. The applicant has proposed the least amount of adjustment to the existing tower sign, which would remain the same in height and scale and result in a reduction in bulk with the removal of the existing parapet. Staff has found that the proposal supports the goals and intent of the Renton Municipal Code. The proposed sign would assist in creating a cohesive and attractive shopping center without increasing the non -conformity of the sign and is considered reasonable for the situation intended. e) Will not create adverse impacts to other property(ies) in the vicinity. See discussion under criterion "b)" above. f) The project as a whole meets the intent of the minimum standards and guidelines in subsections E, F, G, H,1, J, and K of the design regulations. See discussion under criterion "a)" above. g) The requested modification meets the intent of the applicable design standard. See discussion under criterion "a)" above. h) The modification will not have a detrimental effect on nearby properties and the City as a whole. See discussion under criterion "b)" above. i) The deviation manifests high quality design. See discussion under criterion "a)" above. j) The modification will enhance the pedestrian environment on the abutting and/or adjacent streets and/or pathways. Not applicable. Decision The sign modification for the Village Square Sign is hereby approved. Appeal Process: Appeals of this administrative decision must be filed in writing on or before 5:00 p.m. April 13, 2010. Appeals must be filed in writing, together with the required $75.00 application fee, with: Hearing Examiner, City of Renton, 1055 South Grady Way, Renton, WA 98057. Appeals to the Examiner are governed by City of Renton Municipal Code Section 4-8-110.13. Additional information regarding the appeal process may be obtained from the Renton City Clerk's Office, (425) 430-6510. 0 0 if you have questions regarding this decision feel free to contact Rocale Timmons, Associate Planner, at (425) 430-7219. Sincerely, V- C. f=. `Chip incent, Director Planning Division cc: Jennifer Henning, Planning Manager Parties of Record Yellow File Date Cit 'of Renton City of RentonY Plarmilig Divisioii LAND USE PERMIT FEB MASTER APPLICATIO PROPERTY OWNER(S) NAME: ADDRESS: CITY: / ZIP: y ' TELEPHONE NUMBER: l� S t7 �C �~rfryCJ APPLICANT (if other than owner) NAME: COMPANY (if applicable): �ju Ly �Y'N rr-v�• J �-�- ADDRESS; i� CITY: ZIP: TELEPHONE NUMBER: Cj CONTACT PERSON NAME:-'b'"7Xs+C YVDOL��y �rY�iF COMPANY (if applicable): WQpL.L,.v d�7/bl1J ADDRESS. f// ZIP: TELEPHONE NUMBER AND EMAIL ADDRESS: 49A;77 PROJECT INFORMATION PROJECT OR DEVELOPMENT NAME: PROJECTIADDRESS(S)ILOCATION AND ZIP CODE: I r1 A&Adnr✓o 41- vV4>— .v KING COUNTY ASSESSOR'S ACCOUNT NUMBER(S): 7s.6S'/aas5'a, 75'ir�-/8D3'�G 7s-6slna 3/S EXISTING LANE] USF(S): PROPOSED LAND USE(S): EXISTING COMPREHENSIVE PLAN MAP DESIGNATION: LCI PROPOSFO COMPREHENSIVE. PLAN MAP DESIGNATION (if applicable) ---- __.-- EXISTING ZONING: PROPOSED ZONING (if applicable): SITE AREA (in square feet): SQUARE FOOTAGE OF PUBLIC ROADWAYS TO BE DEDICATED: SQUARE FOOTAGE OF PRIVATE ACCESS EASEMENTS: PROPOSED RESIDENTIAL DENSITY IN UNITS PER NET ACRE (if applicable) NUMBER OF PROPOSED LOTS (if applicable) NUMBER OF NEW DWE LUNG UNITS (if applicable): ]l:St'LU Uata'Fr�r c-T�mplareslSelT--Help ]Iandou slplanningLTu,;terapp.doc - I - W09 PF_ J_ ECT INFORMATION contindtd) NUMBER OF EXISTING DWELLING UNITS (if applicable:): PROJECT VALUE: SQUARE FOOTAGE OF PROPOSED RESIDENTIAL_ IS THE SITE LOCATED IN ANY TYPE OF BUILDINGS (if applicable): ENVIRONMENTALLY CRITICAL AREA, PLEASE INCLUDE SQUARE FOOTAGE (if applicable): SQUARE FOOTAGE OF EXISTING RESIDENTIAL BUILDINGS TO REMAIN (if applicable): ❑ AQUIFIER PROTECTION AREA ONE SQUARE FOOTAGE OF PROPOSED NON-RESIDENTIAL U AQUIFIER PROTECTION AREA TWO BUILDINGS (if applicable): ❑ FLOOD HAZARD AREA sq. ft. SQUARE FOOTAGE OF EXISTING NON-RESIDENTIAL BUILDINGSTO O REMAIN (if applicable): # ❑ GEOLOGIC HAZARD sq. ft. NET FLOOD AREA ON NON-RESIDENTIAL SUILDiNGS (if U HABITAT CONSERVAI ION sq. ft. applicable): _ ❑ SHORELINE STREAMS & LAKES sq. fl. NUMBER OF EMPLOYEES TO BE EMPLOYED BY THE NEW PROJECT (if applicable): ❑ WETLANDS sq. ft, LEGAL DESCRIPTION OF PROPERTY (Attach legal description on separate sheet with the following information included) SITUATE IN THE QUARTER OF SECTION , TOWNSHIP , RANGE__.__, IN THE CITY OF RENTON. KING COUNTY, WASHINGTON TYPE OF APPLICATION & FEES List all land use applications being applied for: 11.&4.- kWA1464r46 3. 2. 4. Staff will calculate applicable fees and postage: $ ��4e�• po AFFIDAVIT OF OWNERSHIP l I, (Print Name/s) __,. �(J�,i�C �G�i�i _._. declare under penalty of perjur!v under tt�e laws of the. State of c Washington that I am (please check one) _ the vfrent owner of the property involved in this application or _ad._ the authorized representative to act for a corporation (please attach proof of authorization) and that the foregoing statements and answers herein contained and the information herewith are in all respects true and correct to the best of my knowfedge and belief. I certify that I know or have satisfactory evidence that signed this instrument and acknowledge it to be his/her/their free and voluntary act for the uses and purposes mentioned in the instrument- ._- ( nature 6f er, r3presentative) _ N a )blit in and for t e5 of Washington (Signato re of bwnerlf2epresentative) Notary (Print) oc My appointment expires: 1[ kC"EI)\D21alForTns-'I'emplatesLSell-HelpllandcwisTianning\nzasterapp.doc -2- PLANNING DIVISION"ty )ft WAIVEOOF SUBMITTAL REQUII MENTS Plariniro oivr FOR LAND USE APPLICATIONS This requirement may be waived by: 1. Property Services Section 2. Public Works Plan Review Section 3. Building Section 4. Planning Section PROJECT NAME: __` �l 0 DATE: :!— Q:1WEB\PW\DEVSERV\Forms\Planning\waiverofsubmittalregs-xls 02/08 This requirement may be waived by: 1. Property Services Section PROJECT NAME: 2. Public Works Pian Review Section 3. Building Section DATE: 4. Planning Section Q:%WEBIPWIDEVSERV1FormslPlanninglwaiverofsubmittalregs.)ds 02108 #ty O y.: "� J ; PROJECT NAR.R.ATI V E II - We are requesting preliminary review of a planned development at 1220 N. Bronson Way. The I questions and areas of concern we have are regarding the regulations on Signage restrictions ant tf Icy t�) regulations in CA zones with Urban Design District Overlay D for existing Shopping Center Uses. The property information is as follows: Project Village Square Renton 1222 Bronson Way N Renton, WA 98057 Owner Information: Legacy Commercial 400 112th Ave. NE Suite 230 Bellevue, WA 98052 Contacts: WiII Nelson Walter Scott Legacy Commercial LLC 400-1 12th Ave Ne suite 230 Bellevue WA 98052 Dir: 425-460-4368 Fax: 425-452-4684 Cell: 206-683-7951 Lot Information Parcel Number: 7565100025, 7565100005, 7565100350, 7565100320,7565100315 Property Zone: Commercial Arterial (CA) Overlay: Urban Design District D Present Use: Shopping Ctr (Nghbrhood) Lot Area: 34,571+ 14,476 + 14,950 + 13,750 + 13.750 = 91,497 sf or 6.35 ac total: Building Information Property Type: Commerical Retail, UBC B-2, Type VN, sprinklered Gross SF: 36,950. Buildingl: 18,150 SF, Building2: 18,800 SF Use: Buildingl: Retail (353), Building2: Discount Retail (319) Heat: warmed and cooled air Sprinklers: yes Architect Woollen Studio, inc. 911 Western Ave. Suite 550 Seattle, WA 98104 contact: Carter Woollen, AIA ml 206-399-8577 of 206-443-6484 el cartcrrii:woollenstLtd i0.corn LAR"se Permits VA9,WNkt Total Estimate Construction Cost $140,000 Project Proposal: It is being planned that the existing shopping center structure on the West Property Edge would be left intact, and no modifications would be made. Careful attention has been made to making the building and property more appealing and modern. The existing awning signage would be updated with a modular system of metal screens and box signs to give the street facing fagade a more modern and cohesive appearance. Landscaping would be added at the end: walls facing the streets at N.Bronson Way and Garden St. to help soften the property edge. A retrofit of the existing tower sign to match the proposed awning screens is proposed at the elbow of the two buildings. No modifications to access or off-site amenities are proposed in this project. VARIANCE JUSTIFICATION Overview. We are requesting a variance for the below mentioned City of Renton property from the City of Renton's Municipal Code, Section 4-4-1OOG, SIGNS WITHIN URBAN DESIGN AREA— SPECIAL REQUIREMENTS. The specific code requirements for the Urban Design District restrict freestanding signs to a height of 5 feet. The existing tower sign at 1220 N Bronson Way stands at approximately 36 feet and is constructed of wood posts and metal rods. The proposed retrofit of the existing tower sign would achieve a modernized tower sign that would improve the site's appearance, re-establish the tower as an integrated and integral part of the design approach to the building (RMC 4-4-1 OOG.3.a). The proposed design uses unique materiality and lighting that will add cultural capital to the City of Renton (RMC 4-4-1 OOG.3.d) and be a key architectural component to revitalize a marginalized shopping center, bringing new anchor tenants and increased revenue. The properly information is as follows: Project Lot Information Village Square Renton Parcel Number: 7565100025, 7565100005, 7565100350, 1222 Bronson Way N 7565100320, 7565100315 Renton, WA 98057 Property Zone: Commercial Arterial (CA) Overlay: Urban Design District D Present Use: Shopping Ctr (Nghbrhood) Lot Area: 34,571+ 14,476 + 14,950 + 13,750 + 13,750 = 91,497 sf or 6.35 ac total: Owner Hardship. The current state of the shopping center's condition for tenants is good, but the exposure of the site as a location for commerce is depreciated along with the existing tower sign that shows signs of antiquity from style and weathering. The Owner's in -ability to modify the tower sign under the current municipal code creates an undue hardship in securing discretionary tenants who can produce revenues in building uses such as the existing shopping center, Such shopping centers are more and more difficult to find and tenants are eager for this location, but the antiquated signage has been a defeating factor. The existing sign tower is set far back from both N Bronson Way and Garden Street. The southeast corner of the Existing Tower is more than 230' northwest from the Right of Way for N. Bronson Way. The east face of the Existing Tower is more than 168' west of the Right of Way of Garden Street. Since this code was recently adopted by the City of Renton, the owner is left at a disadvantage to update his properly to the other adjacent properties who have more recently updated their non -conforming signage, most of which is actually near the Right of Way boundary, including First Nails, Bryant Motors and International Trucking, all of which are in the same zone. Public Welfare. The proposal contained in this variance application is not in any way detrimental to the public nor will threaten any nearby properties. Construction for the proposed retrofit of the tower can be done entirely on site with no traffic or other disturbances. Such an improvement requires no public amenities or improvements. No special priveleges. The proposed variance is not asking for special treatment and actually reinforces other municipal code points regarding the usage, appearance, lighting and construction of signage. Specifically, the proposed design would integrate the signage from the proposed awnings and the tower and create a cohesive design that would be constructed with interesting and durable materials, and lit with creative interpretation. Neither additional height nor a significant width increase is being proposed. Minimum Variance. The proposal is designed to request the minimum amount of adjustment to the existing tower while supporting the goals set forth in the municipal code for signage in the Urban Design Area, Any less of a variance would not accomplish the owner's goals of creating a cohesive and attractive shopping center with an updated tower sign. C -AGO TITLE INSURANCE COMPANY 7WI'H AVENUE, #2300, SFATYLE, WA 98104 PLAT CERTIFICATE Order No.: 1301223 Certificate for Filing Proposed Plat: In the matter of the plat submitted for our approval, this Company has examined the records of the County Auditor and County Clerk of KING County, Washington, and the records of the Clerk of the United States Courts holding terms in said County, and from such examination hereby certifies that the title to the fallowing described land situate in said KING County, to -wit: City of Renton SEE SCHEDULE A (NEXT PAGE) Planning Division) VESTED IN: J.G- RENTON, L.L.C., A WASHINGTON LIMITED LIABILITY COMPANY EXCEPTIONS: SEE SCHEDULE H ATTACHED CHARGE: $350.00 TAX: $33.25 Records examined to FEBRUARY 3, 2010 at 8:00 AM By (206)628-5610 FEB 2 4 291U PI ATCRTA`RDA /V999 ICAGO TITLE INSURANCE COMPAI�` • • PLAT CERTIFICATE SCHEDULE A (Continued) Order No.: 1301223 LEGAL DESCRIPTION THAT PORTION OF LOTS 2 THROUGH 6, BLOCK 5, SARTORISVILLE, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 8 OF PLATS, PAGE(S) 7, IN KING COUNTY, WASHINGTON, AND LOTS 1 THROUGH 6, BLOCK 6, REPLAT OF BLOCK 6, SARTORISVILLE, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 27 OF PLATS, PAGE(S) 6, IN KING COUNTY, WASHINGTON, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF LOT 2, BLOCK 5 OF SAID PLAT OF SARTORISVILLE; THENCE SOUTH 00006'51" WEST ALONG THE EAST LINE OF LOTS 2 THROUGH 6 IN SAID PLAT AND OF LOT 1 IN THE REPLAT OF BLOCK 6 OF THE PLAT OF SARTORISVILLE A DISTANCE OF 317.80 FEET; THENCE SOUTH 47057'55" WEST ALONG THE SOUTHEASTERLY LINE OF LOTS 1 THROUGH 6 IN BLOCK 6 OF SAID REPLAT, A DISTANCE OF 300.86 FEET; THENCE NORTH 42002'05" WEST ALONG THE SOUTHWESTERLY LINE OF SAID LOT 6 A DISTANCE OF 77.39 FEET; THENCE NORTH 00006'51" EAST ALONG THE WEST LINE OF SAID LOTS 3 THROUGH 6 IN SAID REPLAT A DISTANCE OF 221.63 FEET; THENCE CONTINUING NORTH 00006'51" EAST ALONG THE EAST LINE OF THE WEST 5.00 FEET OF LOT 6 AND THE SOUTH 10.00 FEET OF LOT 5 OF THE PLAT OF SARTORISVILLE A DISTANCE OF 50.01 FEET TO THE NORTH LINE OF THE SOUTH 10.00 FEET OF SAID LOT 5; THENCE SOUTH 89058'49" WEST ALONG SAID NORTH LINE A DISTANCE OF 5.00 FEET; THENCE NORTH 00006'51" EAST ALONG THE WEST LINE OF LOTS 4 AND 5 IN SAID PLAT A DISTANCE OF 90.02 FEET TO THE NORTH LINE OF SAID LOT 4; THENCE NORTH 89058'49" EAST ALONG SAID NORTH LINE A DISTANCE OF 5.00 FEET; THENCE NORTH 00006'51" EAST ALONG THE EAST LINE OF THE WEST 5.00 FLET OF LOT 3 A DISTANCE OF 50.01 FEET TO THE SOUTH LINE OF LOT 2 IN SAID PLAT; THENCE SOUTH 89058'49" WEST ALONG SAID SOUTH LINE A DISTANCE OF 5.00 FEET TO THE WEST LINE OF SAID LOT 2; THENCE NORTH 00006'51" EAST ALONG SAID WEST LINE A DISTANCE OF 50.01 FEET TO THE NORTHWEST CORNER OF SAID LOT 2; THENCE NORTH 69058'49" EAST ALONG SAID NORTH LINE A DISTANCE OF 280.00 FEET TO THE TRUE POINT OF BEGINNING. PCATCRTL/ RDA J 0994 i CHICAGO TITLE INSURANCE COMPANY PLAT CERTIFICATE SCHEDULE B Order No.: 1301223 This certificate does not insure against loss or damage by reason of the following exceptions: GENERAL EXCEPTIONS: A. Defects, liens, encumbrances, adverse claims or other matters, if any, created, first appearing in the public records or attaching subsequent to the effective date hereof but prior to the date the proposed insured acquires for value of record the estate or interest or mortgage thereon covered by this Commitment. B. Rights or claims of parties in possession not shown by the public records. C. Encroachments, overlaps, boundary line disputes, and any other matters which would be disclosed by an accurate survey and inspection of the premises. D. Easements or claims of casements not shown by the public records. E. Any lien, or right to lien, for contributions to employee benefit funds, or for state workers' compensation, or for services, labor, or material heretofore or hereafter furnished, all as imposed by law, and not shown by the public records. F. Liens under the Workmen's Compensation Act not shown by the public records. G. Any service, installation, connection, maintenance or construction charges for sewer, water, electricity or garbage removal. H. General taxes not now payable; matters relating to special assessments and special levies, if any, preceding or in the same becoming a lien_ I. Reservations or exceptions in patents or in Acts authorizing the issuance thereof, Indian tribal codes or regulations, Indian treaty or aboriginal rights, including easements or equitable servitudes. J. Water rights, claims, or title to water. K. THIS REPORT IS ISSUED AND ACCEPTED UPON THE UNDERSTANDING THAT THE LIABILITY OF THE COMPANY SHALL NOT EXCEED ONE THOUSAND DOLLARS($ 1000.00). PLATC: RT13/ftnn/0999 A B c n E ;ICAG(7 TITLE INSURANCE COMPAN PLAT CERTIFICATE SCHEDULE B (Continued) (hoer No.: 1301223 EXCEPTIONS 1, EASEMENT AND THE TERMS AND CONDITIONS THEREOF: GRANTEE- CITY OF RENTON, A MUNICIPAL CORPORATION PURPOSE: PUBLIC UTILITIES (INCLUDING WATER AND SEWER) WITH NECESSARY APPURTENANCES AREA AFFECTED: PORTIONS OF SAID PREMISES AND OTHER PROPERTY RECORDED: AUGUST 5, 1983 RECORDING NUMBER: 8308050580 2. EASEMENT AND THE TERMS AND CONDITIONS THEREOF; GRANTEE: PURPOSE: AREA AFFECTED: RECORDED: RECORDING NUMBER: PUGET SOUND POWER & LIGHT COMPANY, A WASHINGTON CORPORATION ELECTRIC TRANSMISSION AND/OR DISTRIBUTION SYSTEM TOGETHER WITH ALL NECESSARY OR CONVENIENT APPURTENANCES PORTION OF SAID PREMISES IN BLOCK 5 LYING WITHIN A STRIP OF LAND 10 FEET IN WIDTH HAVING 5 FEET OF SUCH WIDTH ON EACH SIDE OF THE CENTERLINE OF GRANTEE'S FACILITIES AS CONSTRUCTED OR TO BE CONSTRUCTED, RELOCATED OR EXTENDED OCTOBER 7, 1983 8310070718 3. UNRECORDED EASEMENT FOR ALLEY OVER THE WEST 5 FEET OF LOTS 2, 4 AND THE NORTH 40 FEET OF LOT 5, BLOCK 5, AS DISCLOSED BY UNRECORDED SURVEY BY TRIAD ENGINEERING .TOB NO. 88-098. 4. RESERVATIONS CONTAINED IN THE PLAT OF SARTORISVILLE, RECORDED IN VOLUME 8 OF PLATS, PAGE 7, AS FOLLOWS: RESERVING, HOWEVER, TO OURSELVES OUR HEIRS AND ASSIGNS FOREVER, AND THIS DEDICATION IS EXPRESSLY MADE SUBJECT THERETO AN EXCLUSIVE RIGHT AT ANY AND ALL TIMES TO LAY DOWN, MAINTAIN AND REPAIR AND USE WATER, GAS AND STEAM PIPES, AND TO ERECT, MAINTAIN, REPAIR AND OPERATE TELEGRAPH, TELEPHONE AND ELECTRIC LIGHT, HEAT AND POWER LINES AND SYSTEMS, STREET RAILWAY LINES AND SYSTEMS, WHETHER OPERATED BY CABLE, ELECTRIC, STEAM, HORSE OR ANY OTHER MOTIVE POWER AND AND REQUISITE POLES, WIRES, CABLES, CONDUITS AND SUBWAYS FOR ANY AND ALL SUCH LINES AND SYSTEMS, IN, UPON, OVER, THROUGH OR UNDER AND OVER ALL OF THE STREETS AND AVENUES PLATTED ON THIS PLAT. AFFECTS: LOTS 2, 3, 4, 5 AND 6, BLOCK 5 PLATCRTBI /RDAMM ICAGO TITLE INSURANCE COMPA PLAT CERTIFICATE SCHEDULE B (Continued) Order No.; 1301223 a 5. COVENANTS, CONDITIONS AND RESTRICTIONS CONTAINED IN INSTRUMENT, BUT OMITTING ANY COVENANTS OR RESTRICTIONS, IF ANY, BASED UPON RACE, COLOR, RELIGION, SEX, SEXUAL ORIENTATION, FAMILIAL STATUS, MARITAL STATUS, DISABILITY, HANDICAP, NATIONAL ORIGIN, ANCESTRY, OR SOURCE OF INCOME, AS SET FORTH IN APPLICABLE STATE OR FEDERAL LAWS, EXCEPT TO THE EXTENT THAT SAID COVENANT OR RESTRICTION IS PERMITTED BY APPLICABLE LAW: RECORDED: RECORDING NUMBER: JANUARY 18, 1977 7701180775 a 6. RELEASE OF DAMAGE AGREEMENT AND THE TERMS AND CONDITIONS THEREOF: BETWEEN: WILGEO III, A GENERAL PARTNERSHIP AND: CITY OF RENTON RECORDED: NOVEMBER 1, 1983 RECORDING NUMBER: 8311010606 RELEASING CITY OF RENTON FROM ALL FUTURE CLAIMS FOR DAMAGES RESULTING FROM; FAILURE TO MAINTAIN STORM WATER RUNOFF SYSTEM if 7. GENERAL AND SPECIAL TAXES AND CHARGES, PAYABLE FEBRUARY 15, DELINQUENT IF FIRST HALF UNPAID ON MAY 1, SECOND HALF DELINQUENT IF UNPAID ON NOVEMBER I OF THE TAX YEAR (AMOUNTS DO NOT INCLUDE INTEREST AND PENALTIES): YEAR: TAX ACCOUNT NUMBER: LEVY CODE: ASSESSED VALUE -LAND: ASSESSED VALUE -IMPROVEMENTS: GENERAL & SPECIAL TAXES: 2010 756460-0315-00 2100 $ 247,500.00 $ 0.00 BILLED: $ 2,764.44 PAID: $ 0.00 UNPAID: $ 2,764.44 AFFECTS: PORTION OF SAID PREMISES r 8. GENERAL AND SPECIAL TAXES AND CHARGES, PAYABLE FEBRUARY 15, DELINQUENT IF FIRST HALF UNPAID ON MAY 1, SECOND HALF DELINQUENT IF UNPAID ON NOVEMBER 1 OF THE TAX YEAR (AMOUNTS DO NOT INCLUDE INTEREST AND PENALTIES): YEAR: 2010 TAX ACCOUNT NUMBER: 756460-0320-03 LEVY CODE: 2100 ASSESSED VALUE -LAND: $ 247,500.00 P[ATCRR2JRDA; O'Yxl + 'ICAGO TITLE INSURANCE COMPAi " i x PLAT CERTIFICATE SCHEDULE B (Continued) Order No.: 1301223 ASSESSED VALUE -IMPROVEMENTS: $ 0.00 GENERAL & SPECIAL TAXES: BILLED: $ 2,764.44 PAID: $ 0.00 UNPAID: $ 2,764.44 AFFECTS: PORTION OF SAID PREMISES 9. GENERAL AND SPECIAL TAXES AND CHARGES, PAYABLE FEBRUARY 15, DELINQUENT IF FIRST HALF UNPAID ON MAY 1, SECOND HALF DELINQUENT IF UNPAID ON NOVEMBER 1 OF THE TAX YEAR (AMOUNTS DO NOT INCLUDE INTEREST AND PENALTIES): YEAR: TAX ACCOUNT NUMBER: LEVY CODE: ASSESSED VALUE -LAND - ASSESSED VALUE -IMPROVEMENTS GENERAL & SPECIAL TAXES: 2010 756460-0340-09 2100 $ 445,500.00 $ 0.00 BILLED: $ 4,966.48 PAID: $ 0.00 UNPAID: $ 4,966.48 AFFECTS: PORTION OF SAID PREMISES 10. GENERAL AND SPECIAL TAXES AND CHARGES, PAYABLE FEBRUARY 15, DELINQUENT IF FIRST HALF UNPAID ON MAY 1, SECOND HALF DELINQUENT IF UNPAID ON NOVEMBER 1 OF THE TAX YEAR (AMOUNTS DO NOT INCLUDE INTEREST AND PENALTIES): YEAR: TAX ACCOUNT NUMBER: LEVY CODE: ASSESSED VALUE -LAND: ASSESSED VALUE -IMPROVEMENTS GENERAL & SPECIAL TAXES 2010 756460-0350-06 2100 $ 269,100.00 $ 0.00 BILLED: $ 3,004.65 PAID: $ 0.00 UNPAID: $ 3,004.65 AFFECTS: PORTION OF SAID PREMISES L NOTE: IF THE TAX AMOUNT IS NOT EVENLY DIVISIBLE INTO TWO PAYMENTS, KING COUNTY WILL REQUIRE THE HALF PAYMENT BE ROUNDED UP TO THE NEXT CENT. FAILURE TO ROUND UP THE HALF PAYMENT MAY RESULT IN REJECTION OF THE TAX PAYMENT BY THE COUNTY. rt 11. GENERAL AND SPECIAL TAXES AND CHARGES, PAYABLE FEBRUARY 15, DELINQUENT IF FIRST HALF UNPAID ON MAY 1, SECOND HALF DELINQUENT IF UNPAID ON NOVEMBER PIATCRB2/KDA/0994 ;IGAGO TITLE INSURANCE COMPA PLAT CERTIFICATE SCHEDULE B (Continued) Order No.: 1301223 1 OF THE TAX YEAR (AMOUNTS DO NOT INCLUDE INTEREST AND PENALTIES): YEAR: TAX ACCOUNT NUMBER: LEVY CODE: ASSESSED VALUE -LAND: ASSESSED VALUE -IMPROVEMENTS: GENERAL & SPECIAL TAXES 2010 756510-0005-05 2100 $ 260,500.00 $ 2,881,800.00 BILLED: $ 34,956.53 PAID: $ 0.00 UNPAID: $ 34,956.53 AFFECTS: PORTION OF SAID PREMISES x NOTE: IF THE TAX AMOUNT IS NOT EVENLY DIVISIBLE INTO TWO PAYMENTS, KING COUNTY WILL REQUIRE THE HALF PAYMENT BE ROUNDED UP TO THE NEXT CENT. FAILURE TO ROUND UP THE HALF PAYMENT MAY RESULT IN REJECTION OF THE TAX PAYMENT BY THE COUNTY. 0 P 0 12. GENERAL AND SPECIAL TAXES AND CHARGES, PAYABLE FEBRUARY 15, DELINQUENT IF FIRST HALF UNPAID ON MAY 1, SECOND HALF DELINQUENT IF UNPAID ON NOVEMBER 1 OF THE TAX YEAR (AMOUNTS DO NOT INCLUDE INTEREST AND PENALTIES): YEAR: TAX ACCOUNT NUMBER: LEVY CODE: ASSESSED VALUE -LAND: ASSESSED VALUE -IMPROVEMENTS: GENERAL & SPECIAL TAXES: 2010 756510-0025-01 2100 $ 622,200.00 $ 0.00 BILLED: $ 6,931.50 PAID: $ 0.00 UNPAID: $ 6,931.50 AFFECTS: PORTION OF SAID PREMISES 13. MEMORANDUM OF LEASE, INCLUDING THE TERMS AND CONDITIONS OF THE LEASE DISCLOSED THEREIN: LESSOR: J.G. RENTON, LLC LESSEE: SUBWAY REAL ESTATE CORP., A DELAWARE CORPORATION RECORDED: OCTOBER 2, 2002 RECORDING NUMBER: 20021002001244 14, DEED OF TRUST AND THE TERMS AND CONDITIONS THEREOF: GRANTOR- J.G. RENTON, L.L.C., A WASHINGTON PLA'TCRB2/ RDA j 099 IICAGO TITLE INSURANCE COMPAN PLAT CERTIFICATE SCHEDULE B (Continued) Order No.: 1301223 LIMITED LIABILITY COMPANY TRUSTEE: CHICAGO TITLE INSURANCE COMPANY BENEFICIARY: PROTECTIVE LIFE INSURANCE COMPANY, A TENNESSEE CORPORATION AMOUNT: $ 2,100,000.00 DATED: AUGUST 3, 2005 RECORDED: AUGUST 18, 2005 RECORDING NUMBER: 20050818001503 LOAN NUMBER: THE AMOUNT NOW SECURED BY SAID DEED OF TRUST AND THE TERMS UPON WHICH THE SAME CAN HE DISCHARGED OR ASSUMED SHOULD BE ASCERTAINED FROM THE HOLDER OF THE INDEBTEDNESS SECURED. it 15. ASSIGNMENT OF RENTS AND LEASES GIVEN FOR SECURITY AND THE TERMS AND CONDITIONS THEREOF: ASSIGNOR: J.G. RENTON, L.L.C., A WASHINGTON LIMITED LIABILITY COMPANY ASSIGNEE: PROTECTIVE LIFE INSURANCE COMPANY DATED: AUGUST 3, 2005 RECORDED: AUGUST 18, 2005 RECORDING NUMBER: 20050919001504 s 16. FINANCING STATEMENT AND THE TERMS AND CONDITIONS THEREOF: SECURED PARTY: PROTECTIVE LIFE INSURANCE COMPANY DEBTOR: J.G. RENTON, L.L.C., A WASHINGTON LIMITED LIABILITY COMPANY COVERS: PERSONAL PROPERTY AND FIXTURES LOCATED ON PROPERTY HEREIN DESCRIBED RECORDED: AUGUST 18, 2005 RECORDING NUMBER: 20050818001505 z 17. UNRECORDED LEASEHOLDS, IF ANY, RIGHTS OF VENDORS AND HOLDERS OF SECURITY INTERESTS ON PERSONAL PROPERTY INSTALLED UPON SAID PROPERTY AND RIGHTS OF TENANTS TO REMOVE TRADE FIXTURES AT THE EXPIRATION OF THE TERM. U 18. TERMS AND CONDITIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT FOR J.G. RENTON, L.L.C. v 19. THE LEGAL DESCRIPTION IN THIS CERTIFICATE IS BASED ON INFORMATION PROVIDED WITH THE APPLICATION AND THE PUBLIC RECORDS. THE PARTIES RECEIVING THIS CERTIFICATE MUST NOTIFY THE TITLE INSURANCE COMPANY IF THE DESCRIPTION DOES NOT CONFORM TO THEIR EXPECTATIONS. w NOTE 1: PLALIrRK/ RDA/09% 6 ICAGO TITLE INSURANCE COMPAI *'- "" PLAT CERTIFICATE SCHEDULE B (Continued) Order No.: 1301223 EFFECTIVE JANUARY 1, 1997, DOCUMENT FORMAT AND CONTENT REQUIREMENTS HAVE BEEN IMPOSED BY WASHINGTON LAW. FAILURE TO COMPLY WITH THE FOLLOWING REQUIREMENTS MAY RESULT IN REJECTION OF THE DOCUMENT BY THE COUNTY RECORDER OR IMPOSITION OF A $50.00 SURCHARGE. FOR DETAILS OF THESE STATEWIDE REQUIREMENTS PLEASE VISIT THE KING COUNTY RECORDER'S OFFICE WEBSITE AT WWW.MET'ROKC.GOV/RECBLEC/RECORDS AND SELECT ONLINE FORMS AND DOCUMENT STANDARDS. THE FOLLOWING MAY BE USED AS AN ABBREVIATED LEGAL DESCRIPTION ON THE DOCUMENTS TO BE RECORDED TO COMPLY WITH THE REQUIREMENTS OF RCW 65.04. SAID ABBREVIATED LEGAL DESCRIPTION IS NOT A SUBSTITUTE FOR A COMPLETE LEGAL DESCRIPTION WHICH MUST ALSO APPEAR IN THE BODY OF THE DOCUMENT: PORTION OF LOTS 2-6, BLOCK 5, VOLUME 8 OF PLATS, PAGE 7; AND PORTION OF LOTS 1-6, BLOCK 6, VOLUME 27 OF PLATS, PACE 6. END OF SCHEDULE B PCA7CRR2/RDA/0999 CHICAGO TIT*NSURANCE COMPANY � � 1 701 FIFTH AVENUE, #3400, SEATTLE, WA 98104 PHONE: (206)628-5610 (206)628-91717 00 IMPORTANT: This is not a Survey_ It is furnished as a convenience to locate the land indicated hereon with reference to streets and other land. No liability is assumed by reason of reliance hereon. s N 030n D�95 l2 o 15 30 30 eeo 7J IAO r N 2ft S T a c i - S l W o Eeli3 �'a�o5 + gala ' sitIV l W' 2f d ¢' 0315 0205 bg20 a 3 � 5 D +� a34o 4 � �w / e 0100 • O i '°p W 0145 � S19 C] w 0350 oqS" Qt o Fi a 8 3 q4 N d .a •t 775.06 .� 30 36 f 7 0195 pp0 �k ,lb J r, r 1) 0160 0170 �r < s �p�/ r{ ,. t .0 n p O � C oris 0 e ' i31�q 95 AFIM XZCORM4G RE7UKK T& Jaome D. Cupeaff Mm Best. DDezie & Ryder, P.S. Rainki Muz. Suft 1900 777 - I0111h Avww N.E. P-0- Box C4W16 BelleM WasNngWn 98111DA.91316 QUff C[" DM Gr=ff WUMO M. a Wmbmgft General Pumft amnpnwd of VIM= 0- 101im Ibmin A. Bib= JdfM7 W. FAbM John F- BKon, and W -am H. praer. Grm= I.G. RENTON, LLC., a WubkgWn 13mited LWAky Company V) Alitifevilud LC9d D09000: 319* 5 and 6, Sartori avi I I*, Volume Z? of O Flats, ?&P 6. " County. wRshlnston. Sw=9c&dExW*A hwino. for full legal description. Awww's Tax Paced WI: 756/600315-00, 75646OM20.03, 7564043404o, 756*0035006, 750100", 7S46104M-01 Rzkrmm Numb= of DOW== Redgaed of An4pD& N/A THE GRANTM WILM K 2 WMbingm General Parwaft, ammWiled of William G. Ellbm TbD= A. Ellbok Idboy W. Hillso4 Jobs E. -and WMA R. Fraw, for MW 0 ondd=ioa of the cbnp is the *M Or ogrnoahip tom a gmew Pumuft to a limited lbblity comp my (no dwv In bwcfkw D.ret>ahip imm is mw. HEREBY CONVEYS AND QUIT CLAIMS to I.G. RENTON, LLC., a Wuhhom I k*W LiWifty Company, all right Wt and 10M V my. obalkablit. w jcpft or opkft wift or acizift m tk =zie of Comm. the red Jame,sbaud In de Comey of Kin& 3ft of Wuhheoxi, w IWIly dnabW in Rddbit A himm. %WAw v allf aft aciphvill d& of the Gninbut thersina gaud dih Ist 4ky of Jamey, I"S. to ti 77 pw 4WEIRM 0. City of Renton w Public. Record irder: Non-uraerSearch Doc-, KC:1998 9805220395 page I -oT 3 Created Sy., asavidis FriniW: 21972910 1:57:1-1 ;rrj;vt;)�[ William H. Fram STATE OF WASANGrON ) ) as; COUNTY OP KING ) I ar* d= I Jmow Of have udsf ory evidrm dot WII.LJAM O. ELIJSON, THOMAS A. p EI LISON. JEFFREY W. ELUSON, JOHN E. BACON, Aad WH JAM H. FRASER are the t pawns wbo appeared before me, and said perwas admowledged dot they sped this irapumuu, on oath anted that they were. a dmiaed to execute the Ion as Genres Partnem on behalf of Wmm lII potm= to the pmvaaiom of the Gamal partzmen p pa Agmeramt of said BmcW Partnership and acb wltW said Wmumatt to be the hat and Q!. volamary act of said paral patmerft for the uses and pmposa mmokned in said imuralmem. DWod laniary 1, 1998 t>il�t� jmm NA1rf : 1 Smdrsa Yrt�rrtrp�bsls! In and far the State of Wastri�ron. Comali sim Expita: 212t)A02 Public Record r r: r rcn Lim, rhe Z otj Createjuy:dsaVICIP; Fnn e. •�. r JY .'�SFS.�` ---- �'.( F Y ;4r. 'r ti S Sr++ * y N`F �4' s t • - � :.. ..--.Y..�_c.rc�.c„!�s- - .- --__. y.�._��+--..o: ,.yam .,r� m.�.c. >. __�..� _..l.r.. . I a William H. Fram STATE OF WASANGrON ) ) as; COUNTY OP KING ) I ar* d= I Jmow Of have udsf ory evidrm dot WII.LJAM O. ELIJSON, THOMAS A. p EI LISON. JEFFREY W. ELUSON, JOHN E. BACON, Aad WH JAM H. FRASER are the t pawns wbo appeared before me, and said perwas admowledged dot they sped this irapumuu, on oath anted that they were. a dmiaed to execute the Ion as Genres Partnem on behalf of Wmm lII potm= to the pmvaaiom of the Gamal partzmen p pa Agmeramt of said BmcW Partnership and acb wltW said Wmumatt to be the hat and Q!. volamary act of said paral patmerft for the uses and pmposa mmokned in said imuralmem. DWod laniary 1, 1998 t>il�t� jmm NA1rf : 1 Smdrsa Yrt�rrtrp�bsls! In and far the State of Wastri�ron. Comali sim Expita: 212t)A02 Public Record r r: r rcn Lim, rhe Z otj Createjuy:dsaVICIP; Fnn e. m Y j 'mac. , i znTv1T A �11:SAH. OBSCRI1KIlgN PARCEL A. LOT 2. REPLAT OF BLDCK 6, IIARTORISVILL9. ACCORDING TO THE PLAT THEREOF RECORDED IN V0.UFE 27 OF PLATS, PACE 6, IN KING COUNTY, WASHINGTON, EXCEPT TI4AT PORTION THEREOF DESCRIBED AS m !^IS= BEOIbNING AT THE EASTERLY CSR OF SAID LOT 31 RUNNING THENCE NORTH 41 DECREES 46' NFT 120 FEET ALONG THE NORTHEASTERLY LINE 11F SAID LOT O, THENCE SOUTH 49 MOMS 14' UEST I FOOTr TRUCK SOUTH 41 DEGREES 46' EAST 120 FEET; TRUCE NORTH 40 DEGREES 14' EAST 1 FOOT TO THE POINT OF BEGINNING. PARCEL B: LST/ 4. S. AND 6. BLOCK 6. REPLAT OF BLOCK 6. SARTORIBVILM ACCORDING TO THE PLAT TWFAW RECORDED 99 VOLUME 27 OF PLATS. PAGE 6. IN KIN4 COUNTY, WASNINDTON. PARCEL C: LOT 4 AND THE NORTH 40 FEET OF LOT S, BLOCK S, SARTORISVILLE. ACCORDING TO THE PLAT THMEW RECORDED IN VOLIRRE ■ OF PLATS. PAGE 7. IN RIND COUNTYt LNABHINGTON. =i 1111 ,T LOT 3, BLOCK 9, SARTORISVILLE. ACCORDING TO THE PLAT TiENEW *[CORDED IN VOLUME 6 OF MAT& PAGE 7, IN KING COU04TY. 8AIMINEM (c'ICur THE NEST S FEET INEREOF COM4iYED TO THE CITY OF MNTON FM ALLEY. RECORDED UNM RECORDING NUMBER 2701103. 3f LOT a AND THE SOUTH 10 FEET OF LOT S. BLOCK s, SARTORISVILL[. ACCORDING TO THE FIAT TM"DW IIECDRDM IN VOWME S OF PLATS, PAC[ 7. IN KIND COUNTY. HYHHINETON1 EICKPT THE NGT S FEET THEREOF COW YED TO THE CITY Q RENTON FOR ALLEY, RECORDED UNDER RECORDIM NL*=" *701176 IMO 2701101. PARCELS F AND 0: LOrB 1 AHO 2. AND A PORTION OF LOT 3. DESCRIBED AS FOLLOW: SBDILMIMD AT T!s iABTORLY LgWO OF SAID LOT ep RUmINB THUS= NORTH 41 WOMES 46' LEST L,D PUT 0-00 TN K N TNEA/TEALY LINA NIR SAID LOT 34 TH P CE SOIITN 40 BMW 14' WEST 1 FOOT♦ TH OM SOLRN 41 DEORESS 46' ID 4T 120 PEETr THi1Na NORTH 40 DEINREES 14' 9"T I. FOOT TO THE PLACE OF EEOINNINOS ALL IN FLACK 6. REPLAT OF BLOCK 6, BARTTIRISVILLE, ACCMDING TO THE PLAT THEREOF RELOADED IN VLR.0 E 27 OF PLATE. PA09 6, IN KIND COUNTY• IWHINBTON- PARCEL H: LOT 2, BLOCK S. SARTORISVILL.E, ACCORDING TO THE PLAT THEREOF RECORDED IN VO_LNE 0 OF PLATS. PAGE 7, IN KING COUNTY, WMINOTON. Public Record f r er: on Search OC: K(-: 1996 91SUb22U-�9!) Page 3 or.3 Lpreatea tsy. asavIdIs Printed: 279721310 1:57!fa-11rkrPjT REPLATOF BLOCK 6 u Slocic I Aeciicoiiorl - Cor wlorka Kr+o+.f off roto by Ktehdson. fhex.prearni+ deet vle, rlm.�Y. .lddihon _ yxholyon and 5odie his wife: hhl1oorrgyoref B. UNom ora imnk 5. G11o+n. her husb •+nd; IF�Tarret o^dCfara fee g his wife W. M.,Youdoek and Mea N. No -dock, h,'e rdirc- 1110 in fee sir»ple. of the abure deaeribed lw+d do hereby dectora lhie RcFF)vt °f Block 6. 5prlorrsvrlle, 11owPad of fhc City of Renfan, and dedicole to ASS ux of rhe eoef Sof Abe alley ,hourn ilr�rron- �'- !n wiMeas c.thereof are trove hereunto xt our hander and �—is 11+i! 2l1, day o(-Avnuary, moo. RA f924 Wm Kichol o In the pure Enrec MM Sock tlieho)x . s.tNanff Ma�n•tB.urraM. y—�- Fronk s. urrom WrNiom Farrel! - ,` - CIV NoLLFerdacrell - W.M. k. Aeknowi �nt_ a �rn � � � �- flet. dl3ashingts+ � p County of !(irg , 4�. rp - This rs fo rfify lholon thin Zlar day of ` {' Jonuaryy RD f924, berare the vndererg M a .� Q - Hdary rnWfG� per-sorvally appeared Wm NrchoLwn pod Sadie N+chof-son, his i.lilc: Maryarel. U!!om 5 �' - ands ank s. LIAom, Mer- by band: w4fi0rre Farms s. sv yo_ and cram Farrel W.M. Afo"dock and Afr .tx _ 6 P xoudock. his lJi{�c� feme known ie be dhe� �-��' f]e�C1'1 �IOR Deno^� +�'ha executed. the foregorrrg and adF } P now�edged fie rete fret fh X signed on��rolera This replot of Block the a ae lhei, free and volunloryactdnd .� .5ty� prnee ok aa�� th=1 lrocl u{ foga known BJor� dc� %+r fbe purpo.xs lire -in rr)entioned. �r 6. 5orfori.sYide, a»d recorded o» Fig�.7 Y^luny+f�sa my Jwrcd and official neo! ll+r, $.of plat ,Record of Kinq County, W-3 h. 17re in,lin! �fvy and year jwys above ulriMen_ pant of lhri 'Igor the Af£. Lbrnero said Block 6, Lot Davie AU sired b^undarry remain unchan Notory R+tllc m andJ'., Ae Washinylon, resrd+ny Cee}ificate ar 17c»tan. Tine is to certify drat !have 3lakcd and lomted u the ground. "rr,rr 1 from M+e e�loeliahcd turners of-5�arhriariGe, Ae rot corners shorn +• {� _ on acid Block 6 and )hot Nee ongle� end di�toncea short Nxreun are correct. s.t. Jiardey . isaasa7 Crom�ned and approved this fanm+ned and appmred fh12 _$ doy o{ f•_eb_ Fled for rrcord_af re Q_ est of lfrg Cr7 r ��! 4cy vf_fep_RO. taz4 R. A. l92a, persuonl .6 Orriin-ace eve ars V fjLS,ne- �35ii /9�d _af F -b R.D.19s4.or City of Fenton, rl+a�i,, posself 3�pt 1 J9,0 a -d r'.2_mrqutes past ,g_ac/ack_p,JN. and record• aPprored by the Noyor thereof .yep! 6 l31a d ,n YpJ27 [�f Pl /�. page- 6 ,P�cords -C'i, �'ny,neer Krng CounTy-, Washington• - By=- --Thos_ Ry,none City Clerk - Caon+y u ;: _—=•=.v F:rnn.ned and nPProrcd this a �� J51- aF sty opew yly�rdylludrk+r day of sp feb R.p.i92y y Lol DaYis a` �* o fhwnosY CoMer. lily Aftomey s8Ax- _ brnffsman. t Ij UTILITIES NI E A S E M E N T THIS INSTRUMENT, �''thIs 7 day of u 19 3: by and betweenand and ' 1 o-t�FtS ; —ffind 777: and hereinafter called ";raptor(s)", and the CITY OF RENTON, a Municipal Corporation of King County, Washington, hereinafter called "Grantee", m WITNESSETH; 1' That said Grantor(s), for and in consideration of the sum of $ b ori _paid by Grantee, and other valuable consideration, do by 0 these presents, grant, bargain, sell, convey, and warrant unto the said Grantee, its C'successors and assigns, an easement for public utilities (including water and sewer) w;th O necessary appurtenances over, through, across and upon the following described property U) In King County, Washington, more particularly described as follows: EASEMENT RI. That `vLLivrr uf LuL 2 Block 5, Sartorisville Addition ns recorded In Vol- ume B of Pints, Page 7, records of King County, Washington; Being 15 feet In width having 7-112 feet on each side of the following described center- line; Beginning at n point on the centerline of Carden Avenue North, 302.5 feet nnrth of the Intersection of the centerline of Garden Avenue North with the centerline of North Bronson Way; thence west, parallel with the north line of said Lot 2 Block 5, a distance of 312.5 feet to the cen- terline of the alley right-of-wny. EXCEPT that portion thereof dedicated iii DAV alley right-of-way. EASEMENT 112. That portion of Lot 3 Block 5, Sartortsville Addition as recorded in Vol- ume 8 of Plats, page 7, records of King County, Washington; Being 15 feet in width having 7-1/2 feet on each side of the following described center- line; Beginning at the centerline of the alley right-of-way 63 feet south of the centerline of Easement No. I described above; thence east, parallel with the north line of said Lot 3, a distance of 32 feet, said easement teing a part of the cast 24.5 feet of the west 32 feet of said Lot 3; to- gether with the east 6 feet of the west 13-1/2 feet of Lots 2, 3, 4, S 5, Block 5 of said Plat of SARTORISVILLE. CASEMENT A3. That portion- of Lot 9, Block 3, Renton Farm Plat as recorded in Volume 10 of I'lats, pnge 97 records of King County, Washington; Being 15 feet in width hnving 7-1/2 feet on ouch side (if thr following deacrthed center- 11ne; nvAlnning nt n point in, the centerline of the nlley right-of-way 133.5 feet south of the rentorliov of F'oAu ment No. I described above: thence west, pnrnllel with the north line of said Lot 9, Black 3 said Ren- ton Fnrm Plat to the rust mnrl;ln of Pnrk Avenue North. EXCEPT that por- tlnn thereof rlrdicaled for nl Ioy rlAllt-of-wny, MED FOR RECORD AT RMEST OF OfFN',E OF TK Qty am RNON MWAL RK 2N MIDI K W kM IA M i UEX1-I iiF.i_f 3 A A,' Said heretofore mentioned grantee, its successors or assigns, shall have the right, without prior notice or proceeding at law, at such times as may be necessary to enter upon said above described property for the purpose of construct- ing, maintaining, repairing, altering or reconstructing said utilities, or making any connections therewith, without incurring any legal obligations or liability therefore, provided, that such construction, maintaining, repairing, altering or reconstruction of said utilities shall be accomplished in such a manner that the private improvements existing in the right(s)-of-way shall not be disturbed or damaged, they will be replaced in as good a condition as they were immediately before the property was entered upon by the Grantee, The Grantor shall fully use and enjoy the aforedescribed premises, including the right to retain the right to use the surface of said right-of-way if such use does not interfere with installation and maintenance of the utilities. However, the grantor shall not erect buildings or structures over, under or across the right-of-way during the existence of such utilities. This easement, shall be a covenant running with the land and shall be binding on the Grantor, his successors, heirs and assigns. Grantors covenant that they C are the lawful owners of the above proper'es and tha they have a good and lawful oLQ right to execute P agreement. i,i � _/ffU s and and STATE OF WASHINGTON Ss COUNTY OF KING and I. the undersigned, notary public in and for the State of Washington, hereby certify that on this ay of 19 > personally appeared before& and r e_ rr l * nt. dw r-t� b✓ T_ and and i ►r i J 17. Qi se' - and'o me known to be individu i(s) described in and—wFo execute t e oregoing instrument, and acknowledged that signed and sealed the same as G-- free and voluntary act and deed for t e uses and purposes therein mentioned. l�C zotary u c n a6d for t to o Washington, residing at UEN2-2a i ouOEr POIli`EM i E.A 5 r: M E N'r is For and In tnn,alcritImn r -I (file• 1 )•,Ilar IS 1 I)r+l ;Ines outer Nil lWith IV con,idcraIion. thv tcCeipl ill u lush I, herch}' acknc,wicdtrd. WILGEO IIIc a—partnershirl ps _ QD ---------- r- ("Guinlor" herclltl, herehy granrn, tttn%e), unit a,ol,Inl, Io IT(11 I S(H'\la PONIl R R 1 1611 t CUMPANY. a ON'ushingrcnrcurporalllm{'[huntre"11100alL1'"lheiuufI'1'0heletnllltcrsetlorth,aprlrt<luairasenuutntet,aerm,and O ct ultdlhelallnuingdvscod lo•rp eaIpI ,rrIt llhl-- IIInpc'rI lie ivi t)u, ___KING _—('oW inl%. Washington. n. Lots 2,3,4,5, and 6, Block 5, SARTORISVILLE ADDITION, as recorded in Volume 8 of Plats, page 7, as rt:corded in Volume 27 of 'Plats, page 6, all in records of Kiny County, Washington. EXCEPT, the West 5 feat of Lots 2,3,4,5, and 6 in said [clock S. Portion of Northwest quarter of Section 17, Towrohip 23 North, Range 5 East, W.M., King County, Washington. RT„ 10,-IZ:' $t',ItII^ CI RC:t:i> i 4. q1 r_WcliSL iii«a,r,n f.,,ccpt a. mny he mher-Ake wi forth herein Ctamcc'% right„hIO he cxrrciscd upon that porlinn of the Properi.v flhr ^Right-of-N'a�" hervin) dcserihcd as IitRnw,; A Right-ol-way" 1 ()_ lect in It. teltlt hal Ing fret of such width on each side of a centerline dc,crihcd a, fc+llnx,: The centerline of Grantee's facilities as constructed or to be constructed, relocated or extended upon the above described lots. . , x•'11'' ' *tl;y j vo `11H! 1. Purpose. (hastier ,hall hi"C the I Ighr In cII,,,lrt1t'l. oper11te, ntainwitn. repair, replace and enlarpe one or more Ovetric lrcmrnksinn andor di,lrthit+un line•, t,+er and n1 irlllcr tl+e Right•n(.1+.'ay lugether with all neeeacary lir Cont enie Iliappuric tilutee, Iherel it, IA life It mfit include hill 11rr Plitt limited to the follnu ing: :I. Ovrrhtad fariIll Itto- Pole. arid lir burr, +tuh CIV,,arnl,• bracts, gins and anehorn; electric iran,mi%sion and dkIlihcllion lure%: communication Aad ,ignat h,le,, iran,lormrrs. h. I Indrrground faellilirs. I Inderground conduil,, cables, rauhs, manholes. snitches and transformer,: +cmi- huricd or gn,tlnd nIOLM1Cd la61010 wvh a, p11n1,. tlanshorntcr. and %%%ilchc%. hollowing the initial const rice Inn of ti, L'Ictti I rc,. Grant cc mar 1 rum lime Co time eomtruet such addit ional lines n ntl olhei faeihlie, a, it rtwr require 2. Acct'ss•(irnrlh'c+hull Not the llghiill aecv—ill 1hvH1gllt nl•15'aynscrundarros,Iheproperty lornahledranfce III exercise it', rigltrs hereunder, pros -tied. that (;tamee•,hall eompen,alr Gramm for nnydamage les the Properly cawed M the c).crc'ihe Il ,aid right of acus%. .1. Cul(InR of Trem. (;reeutvc,Itu11 Il11+c the I MIL le, t111 01 II Im IM amt it 11 htlsh rtr rices stload ing 4 t1 pros mg upon the Right•or-11'as'• lind Itt,o the livill lot rllt o1 tutu lint tiler, upon 111V I'ropt•Irt Omit. Ili falling. t -mild. in (irantre', rca,o,ulhle nrdplurnt, hr it I+Illil,ll 111 f it,lnlrt'', Ia, %Ribs J Granlor\ I'tr of HIRhr-ur• 1ll, at. (it.1n1,n t. --i r. Ili,, Ilpht tO Lilt' Ihr ](1910 of %lees IIn Ault perrpo,e nl+t n+Con,lhn'nt'All h tltc nghl, h,'rrlu 01AWrll. 1110% 1,31 ,1 Ih.al 111.119,11 ,hill nal t,u %li%It1 III n1.t+nl,nrt an% halhhng o1 ,ober ,tftlitule l,u life 1(1pht_l. 1%'a% and r o,1 nt111 +h,11111,1 Li,I hla,lmE ,t,thtn link lcct III ( nailer', IIIN`AI1c, t,1[hoit (%tamer•', pilot %%IIIWit innsrIII i Endrin nil), til'It icPrino antl trcl u,ttaV 1111, c,1,ro,rnt. (il.ua cc aNrcv%III Ind.'n11111+ and It, IIll filer till ea (ll IIll, 1 bars fill% lied 1111 Claims IIs 1111LirIc, and Ill ILI11I.10a', ,uletic! by AUN Pe1011 whlth 111.11, ht' c'ease'd h5 Ihr (1l,rtn.e', ctelcl,v of the right, hCte"i g111111rd. PIONtdrll 111,11 f i1,1 n1cr +h.rll neq IN• Iespun,Ihh• III (irinllr,l fell .III% Inlun:, and III darna}i, III .mt person iai,l'd M tt1, ,Ir Iur11„u1s1, 111 I ItdtlII1l h. Ahandonnlru(.lheughnhrlt'1nkl,,nrrll,hell,lentnuruIlltismhtnneakOrantrettase,it, U,elhrHl}IN ,'J.kk.kt 191 a PCI incl lit hte(11,Litre„lir lean, 111 tt h„ h t,. n1 lilt,, a,rilrnt .ball hnnulatranil all Ilghlllleltlu,d.I 'J'A 1.,.11 to (itanl,tr, prtlsldetl. I11A1 no dhdadualllr til ,hal! 1N' 11c19ned In hacr uCN:kIIrcel hIf rea,un rIl (ilalttet'', !141411,' II, n11t..tll1 Ilwall it'+ lacihtie, on Nn' RI}ht nl•11:n tcillln an+ Pn nlal ,If tlmr 110111 IIIc date hcrv%,t R-1850 ism 36 f II 7859CIR .1 I . tiucces\ur and A%sIgns. I tic rig It I, ii Fill ohIig.mom of ttic pamics.h:lII ill lire In the hcnctit 414 and he Killdingupnn I)IV ir rc\pcvriu• ,ttrcr„nn and ;n+sins. I}A1 F0 thi+. �' Z� dal n1 GRANTOR H 8y: S'1A1 r 0F: WASlltNG1ON I SN C01IN'T Y 01: 1 On this day Nr%nnally appcnrcd before me u, me known u. he IIIc individual - desctilxd in and who executed the within and foregoing inslrumenl, and neknowledgedthat_,,.._.signedthcsumcas free and voluntary act and deedrot thcu%csandpurpose%therein memioncd• GIVEN under my hand and nfltctul seal Ihl\ day of 19 Notary Public in and for the State of Washington. residing at 4TATF OF WASIHNGTON I SS COUN1 Y OF On this day periorally appeared before me In me known to be the individual - described in and who, executed the within And foregoing instrument. And acknouledgedihnl-signed thc%amcas freeandvoluntary actanddeed for thcusesandpurposestherein mentioned. CAI VENtinder lnyhandand official sealthis dayof 19 Notary Public in and for the State of Washington. rc%idine ;it STATE OF WASHINGTON 1 Sti CORPORATE ACKNOWLEDGMENT COUNTY OFWKI hisday of 19 before me �.djrqsisricd, Personally appeared and to me known to be the and respectitiYly, of WILGBO III The corporation that executed the foregoing instrument, and acknnwh diced the said instnimcnt to be the free And vrtu r act and deed of %aid corparatian. for the uses and purposes therein mcnlioned, and on oath stand that!. �_ �_'_____ aulharired to execute the said instrument and that the seal afhxcd is the corporate seal of said corporation, tVitnrs, ma hand and ofliciAl %CRI heretoRlTlxcd the d73.,Hy_car first Show wrltt Nittary Public inRn iy r c \taw of Was t rc.ulingAt r r. SARTZ7Rl.9f11LLL- eff 4-. F A DECLARATION OF RESTRICTIVE COVENANTS WHEREAS, William 0. Ellison and George R. Seferos d.b.a. Wilgeo Company, a partnership, are the owners of the following real property in the City of Renton, County of King, State of Washington, described as follows: Lots 2, 3, 4, 5, and 6, Block 5, Sartorisville, Volume 8, Page 7, King County, Washington, together with tots 1, 2, 3, 4, 5 and 6. Replat of Block 6, Sartorisville, Volume 27, Page 6, King County, Washington. WHEREAS, the owners of said described property desire to impose the following restrictive covenants running with the land as to use, present and future, of the above described real property. NOW, THEREFORE, the aforesaid owners hereby establish, grant, and impose restrictions and covenants running with the land hereinabove described with respect to the use by the undersigned, their successors, heirs, and assigns, as follows: SITE DEVELOPMENT PLANS Any development or redevelopment of the subject property shall be in accordance with the Revised Site Plan (dated December 8, 1976) -- Exhibit "A," City of Renton rezone file number R-896-76. The design, height, and elevation of buildings or structures constructed on this site shall be in accordance with the elevation drawing labeled Exhibit "B" (rezone file number R-896-76). Changes to said plans may be undertaken upon written approval of the City of Renton. Minor changes which do not affect the basic character of the development may be approved by the Renton Planning Department. Major changes shall be subject to review and approval of both the Planning Department and the Renton City Council. Major adjustments are those which substantially change the basic design, location, and set- backs of buildings, landscaping, parking areas, or create adverse impacts to surrounding properties. LANDSCAPING Detailed landscape plans for the entire redevelopment project shall be submitted to and approved by the Renton Planning Department prior to commencement of any construc- tion on the property. Such landscape plans shall include but not be limited to a minimum 10 foot wide.landscape strip and wood architectural type screening fence along the northerly property line, an average ten (10) foot wide landscape strip along Garden Avenue North and Bronson I -lay North, and suitable site interior landscaping. 4 �w..ewwraMr - . OUTDOOR STORAGE No outdoor storage of materials, construction_ equipment, supplies or containers shall be permitted on the property except screened/landscaped dumpsters subject to approval of the Renton Planning Department. SIGNS Signing shall be limited to one wall sign identifying each U-) business and one ground or pole sign identifying the Shop- r— r`` pinq Center subject to approval of the Renton Planning Department. DURATION These covenants shall run with the land and expire on December 31, 2025. Any violation or breach of these restrictive covenants may be enforced by proper legal procedures in the Superior Court of King County by either the City of Renton or any property owners adjoin- ing subject property who are adversely affected by said breach. Willialson 9 r e eros STATE OF WASHINGTON) COUNTY OF KING ) On this_ Z,7 of 191L, before me personally appe red ��r�a4di��� _ and the persons who executed the within and foregoind instrument, and acknowledged said instrument to be the free and voluntary act and deed of said persons 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 first above written. L .0 4ary ubc n antor the state of Washington, residing at , D . - 2 . Drainage Release and Hold Harmless RECD, F CPSHSL Wilgeo III, a general partnership, developer and legal owner of Village Square Center (see attached legal description) does CD . O grant unto the City of Renton and unto adjacent property owners CG O the right to drain all storm water runoff from properties owned r by them into that storm water system installed by Wilgeo III. Cb Wilgeo III further agrees to maintain the storm water system and to hold the City of Renton and the property owners referred to above harmlesa from any and all damages ensuing from failure to so maintain such storm water runoff system as noted. Dated MED FOR RECORD AT REQUEIS3 OF ffraff x Mi u WILGEO III By 22 Gt-i_1 On , 11115 DAY 23 A8 't3 t11�'1SIW4 OF MINI STATE OF WASHINGTON ) COUNTY OFt; t�, § On this 3�4' day, of ig before ne, a Notary Public in and fgqr'—���Fe"State of Wash nyton, dWt:10 commiSS o] ne and sworn, per- sonally appeared7U,c�,to me known to be the partners o the partnership that executed the w thin and ng Instrument, Partnership nd acknowledged said instrur}ent to be their free and voluntary act and deed, as partners, for the uses and purposes therein mentioned. WITNESS ry hand and official seal hereto affixed the day and year in this certificate above written. 6 1tc.pcg ,__- Plotary Fubllc in andop Q Washington, residing atr STATE OF WASHINGTON ) COUNTY OF ? § On this day of 19 , before me, a Notary Public in and for the Late of Washington, du y commissioned and sworn, per- sonally appeared and to me known to be the individual s who executed the within and foregoing nstru-- ment, and acknowledged the said instrument to be their free and volunta act and deed, for the uses and purposes therein mentioned. GIVEN UNDER my hand and official seal hereto affixed the day and year in this certificate above written. U6-23-83 DF:5.4L notary Public in and for the State or Washington, residing at or< LEGAL DESCRIPTION r � PARCEL A: LOT 39 BLOCK 6, REPLAT OF BLACK 6. SARTORISVILLE, ACCORDING TO THE PLAT RECORDED IN VOLUME 17 OF PLATS, PAGE 69 IN KING COUNTY, WASHINGTON. EXCEPT THAT PORTION THEREOF DESCRIBED AS FOLLOWS: BEGINNING AT THE EASTERLY CORNER OF SAID LOT 3; 'RUNNING- THENCE NORTH 41046' WEST 120 FEET ALONG THE NORTHEASTERLY LINE OF SAID LOT 3; THENCE SOUTH 48014' WEST 1 FOOT; THENCE SOUTH 41446' EAST 120 FEET; THENCE NORTH 48°14' EAST I FOOT THE POINT OF BEGINNING; AND PARCEL B. ALL OF LOTS 4, `, AND 69 BLOCK 6, REPLAT OF BLOCK 6, SARTORISVILLE, ACCORDING TO THE PLAT RECORDED IN VOLUME 27 OF PLATS? PAGE 6, IN KING COUNTY, WASHINGTON. PARCEL C_' LOT 4 AND THE NORTH 40 FEET OF LOT 5, BLOCK 5, SARTORISVILLE, ACCORDING TO THE PLAT RECORDED IN VOLUME 8 OF PLATS, PAGE 7, IN KING COUNTY, WASHINGTON. PARCEL D.• LOT 3. BLOCK 5, SARTORISVILLE, ACCORDING TO THE PLAT RECORDED IN VOLUME 8 OF PLATS, PAGE 7, IN KING COUNTY, WASHINGTON; EXCEPT THE WEST 5 FEET THEREOF CONVEYED TO THE CITY OF RENTON FOR ALLEY, RECORDED UNDER AUDITOR■S FILE NO. [701183. w PARCEL LD O LOT 6 AND THE SOUTH 10 FEET OF LOT 59 BLOCK 5, SARTORISVILLE. } ACCORDING TO THE PLAT RECORDED IN VOLUME 8 OF PLATS, PAGE 7, IN KING j COUNTY, WASHINGTON; EXCEPT THE WEST 5 FEET THEREOF CONVEYED TO THE CITY 4-1OF RENTON FOR ALLEY. RECORDED UNDER AUDITOR'S FILE ND. 2701176 AND CIO 07 2701181. ! PARCEL F: ! LOTS 1 AND 2. BLOCK 6, REPLAT OF BLOCK 6, SARTORISVILLE• ACCORDING TO THE PLAT RECORDED IN VOLUME 27 OF PLATS, PAGE 6, IN KING COUNTY, WASHINGTON. PARCEL G: BEGINNING AT THE EASTERLY CORNER OF LOT 3, BLOCK 6, REPLAT OF BLOCK 6, SARTORISVILLE, ACCORDING TO THE PLAT RECORDED IN VOLUME 27 OF PLATS, I t PAGE 69 IN KING COUNTY, WASHINGTON; RUNNING THENCE NORTH 41046' WEST 120 FEET ALONG THE NORTHEASTERLY LINE OF SAID LOT 3; THENCE SOUTH 48414' WEST 1 FOOT; THENCE SOUTH 41046' EAST 120 FEET; THENCE NORTH 48014' EAST 1 FOOT TO THE PLACE OF BEGINNING. PARCEL H: LOT 2, BLOCK 5, SARTORISVILLE, ACCORDING TO THE PLAT RECORDED IN VOLUME 8 OF PLATS, PAGE 7, IN KING COUNTY, WASHINGTON. Prepared by, and return to Subway Real Estate Corp R Asper, Lease Recording Specialw 325 Bic Drive -- Mi1ford, CT 06460 203-678-2791 ext 1435 Parcel Numbers 756 510 0025 756 460 0120 756 460 0350 756 460 0315 756 460 0340 756 460 0350 7565100005 756 5 10 0025 MEMORANDUM OF LEASE This is a Memorandum of Lease for the Lease executed on 2/21/2002 between Subway Real Estate Corp a corporation organized under the laws of the State of Delaware, having its principal office at 325 Bic Drive, Milford, CT 06460, hereinafter called "the Tenant," and J.G. Renton, LLC, having its principal office at 11400 SE 6th St, Bellevue, WA, 98004 hereinafter called "the Landlord " For the purpose of this docuinent and/or the Lease, as well as the exhibits/schedules executed by the Landlord and Tenant, the terms "Landlord" and "Lessor" as used shall be deemed synonymous and the terms "Tenant" and "Lessee" as used shall be deemed synonymous The Landlord leases to the Tenant the premises as described to the Lease 1 Premises Store Number 25010 approx.-mately 1987 Square Feet Located at 1222 Bronson Way North, Renton, WA, 98055 State of WA County of: KING 2 Term The Lease is for a term of 5 years to commence on 2/18/2002 and terminate on 12!3112006 3 Renewal (Option) Periods The Tenant shall have the right to renew this lease for 1 period of 5 years. Within ten (10) days of the expiration of earlier termination of this lease, Tenant, upon Landlord's request, shall deliver to Landlord an executed Memorandum of Termination of Lease Landlord and Tenant agree that any conflict between the terms of the Muster Lease and the provisions of this Memorandum of lease shall be resolved in favor of this Memorandum of Lease Public Record Jrder on r r arc-i"r Doc, age I —of 4 Creat0vii ri : Zj972f1 In Witness whereof the "Landlord" has hereunto executed this Memorandum of Lease this --2.'5:-day of _ \u e -e , 200_Z` Landlord: Print . 60; Ilia Nvi f'4• Fiz -eY Tit] Date Witn ssate Witness D to l �OY�r'c_ 4 _�� Print Print LANDLORD'S ACKNOWLEDGMENT (if corporation) STATE OAFC-)AI%li;nAlmn COUNTY OF r` On th.s day of Turi-e- ,2�2, before me, a Notary Public, in and for the �. jurisdiction aforesaid, personally appeared C,3j filrd r►, 9. F sir, to me personally known, who by me duly sworn did say that be/she is the r Y _ of • T . q.6, Adm, 0 GLC , and that said instrument was signed on behalf of said corporation by authority of its Board of Directors, and that he/she acknowledged execution of said instrument to be voluntary act and deed of said corporation CD CD 1 if K'+4Y�it Notary Public � (Notanal Seal) > g44`� ND As++t1, -- My Comtrussion expires f -! g OS :0 -, in P1BUC s C] LANDLORD'S ACKNOWLE.DGM i •' �?9-0?: •'• r� (if Individual) t 7. ... •. STATE OF (JASL 4,A or+ CO"UNT' QF K i On! ,this day of_uyr, 2C+t12 before me personally appeared known to me (or satisfactory proven) to be the person whose name is subscribed to the within instrument and acknowledged that he/she executed the sanw for the purpose therein contained P, K. AYp't�ti Notary public 0�� �s.oypIt (Notanal Seal) ° NOTARY �i My Cornrrussion expires iii`.• 1r, �_Dy •. �! Prepared by, and return to y� t.° ....... .. + Subway Real Estate Corp 325 Bic Drivc - Milford. CT 06460 Mer: Mon Public Record re e y: vii nn e ; In Wi!!jels Whereof the "Tenant" has hereunto executed this memorandum of lease this d of OI .2007 At a *ay al Estate Corp vine, Its Vice President Date __ iN� -L 7i�GCS W Date Witness �Y�ate F-1 Q G) V? C L-7 ell' Print State of Ccanecticut, County of New Haven r Print On this tri day of — ry Iu , , au before me, a Notary Public, in and for the jurisdiction aforesaid, personally appeared John C. Devine, to rile ?e. sonaily known, who by me duly sworn did say that he is the Vice President of Subway .�. Real Estate Corp, and that said instrument was signed on behalf of said corporation by authority. of its Board of Directors, and that he acknowledged execution of said rnstr meht to be voluntary act and deed of said corporation by it voluntarily executed Prepared by, and return to Subway Real Estate Corp 325 I3,c Drive - M,Iford, CT 06460 Public Record Jrder'. Mn-Urcfer searcm uor FL:ZUUZ 7U02100200I22M Page'- 9— red a y. dsaVidis nn r Notary Public CFo� 10 '''ter r --t � o +{Ngtatuel moi.. So y Cl"sion expires Prepared by, and return to Subway Real Estate Corp 325 I3,c Drive - M,Iford, CT 06460 Public Record Jrder'. Mn-Urcfer searcm uor FL:ZUUZ 7U02100200I22M Page'- 9— red a y. dsaVidis nn r� C -D C.D E-. i CD CD v- Cv O O N wger y Mpuon uc i ne bnowmg w,;m= PARGM,k• L0T3,BL=Q,REPL0xOF K% 8AKT0RiS=A0DOF9=TO 1;�DOF INVODU0 2! OIs PLATA P#1Q IN iota OOUMY WAs�tar01� i 0r= MOW CES(`.FMBM AS POU AWS: B5IMMMATTHEEA5iMYCOMM OFSAID LOT RUNNHC-1#3M4148'WM 12ORWALON8WHOiT WMTt:RLYLMOir$ND C;Zam=� FDOE;7 WUTf'141461M7120FEE+1;i8iE�tOBHOM1i48W9ASr) ' or NCS ANO � i"ARMM S, ALLTMD 1HVOUWM270FPPLLAT�S, % FAMTOW a MMOM M PAMO: LCT4ANDTHIWOW 4aFri'OP=O,6C*OI*a, W=T+ THM PLAT REOOROM IN VOLUML 8 00 PLATS, PAaB T, IN MG OOWWWAM=K PARCEL a LOM I.00K6,8AFii0FllSY1LLi;AGOOADtNaro'F F'WT MYO 10F PLATA PAW?, K Mp Cot�M, WABfiiH MT"rMW TG SMIM TO THE CdiY OF F;i3M N FM Allay, R=FtM Ei MAWMMBNQ PAROM L LOT6ANDmsouTHtoFEBTOFLDr4,=K*6y8ARi01 51fI AQ0dV jaT0UM PLATSWVDLUM8CPFLAYA,PAt�7'.M00,00MMA acm THBWWrl�FWrro=F�COf�1VSYL�yo=ClTyopltkoFiibHFtC7iAWIMQO p tR�AU17tTOR'S WLEH0:27'Qi:?�At+lE�'; lai:s�. PARC ELP LOM 1AND xBLOCK 6,REPLATOFSLOC 4SAFiioRi8=A000M]HC3T0WFLAT MOM= MVOLUME 27OFPLAT%MAtEB,ItsMWOMUY,WA MM!Om+, PARCM e - OMMMATTHE 9AWMMY CORNER OF &UffCR18VMA AOOORMK,3 TO'MPUT PACS % IN IONG COU NM WASHjNpyCM RW MtMCiTiM ALOW7MHORYMA$TEMYLIN&orgmCLoy BITWX THEM OOM 4146' EAST 12b FEEDi'MU 09NO=4$ asumm PARCEL NS } LST 2,BLOCKS,8ARMMSMLLF,A0OORMNeTOTMPATFi6Q0MINVOL=goF PLA3% PAW T,1N KNe COUNTY, WASHtHW0A Ue Berw*m SubwvY lies[ E"e Corp ,ad ! Q Dow Mmket, L L C Lease Dmd Demmber 17, 2001 ATrrAdnunlSy�slWORppRQL11tFL1_WPlCo17IRACN.P.A3IMTENAN1Muhwvy Re. Pale 22 af27 Imbal Public Record o y;vi1sTner er: on arc 219/2010 1157-25 rill IrIz, I Return Address: Don G. Carter McEwen Gisvold LLP 1100 S.W. Sixth Avenue, Suite 1600 Portland, OR 97204 Document Title(s) (or transactions contained therein): 1 _ Deed of Trust 2_ Security Agreement 20050818001503.001 Reference Number(s) of Documents 0"19ned or released: (on page at dowmetd(s)) NIA Grantor(s) (last name first, then first name and initials) 1. J.G. Renton, L.L.C., a Washington limited liability company Additlonal names an page of document, Grantee(s) (last name first, then first name and ini ial(s)) 1. Protective Life Insurance Company REi 7- '0 Additional names on page of dowmanI. Legal Description (abbreviated: i.e., lot_, block, plat or section township and range) Abbreviated legal Portion of Lots 2-6, Block 5. Volume 8 of Plats. Page 7; and Portion of Lots 1-6, Block 6, Volume 27 of Plats, Page 6. Additional lagaliscnpage ordocument ExNbkA Assessors Property Tax Parcel/Account Number. j 756460-0315-00. 756460-0320-03, 756960-0340.09, 756460-0350-06, 756510-0005-05, and 755510-0025-01 Additional parcel numbers on page of document Washington State County Audkor/Recorder's Indexing form (cover sheet) The Audkor/Reeordar *11 rely on the information provided on the form The staff vow net read the doarment to verify the accuracy or aompfeteness of the indexing information provided herein EMERGENCY NONSTANDARD REQUEST I am requesting an emerge" nonstandard recording for an additional fee W $50.06 as provided In RCW 36.18.o1o, i understand tial the recording processing requirements may cover up or otherwise 4bSWre some pad of the text of Me original document. SIGNATURE DATE Public Record r r: Nonr-derC: age I ot JU Createavi i MUM: 219121010 1:5 7: Z2F FM PS I { 20050818001503.002 After recording return to: Don G. Carter McEwen Gisvold LLP 1100 S.W. Sixth Avenue, Suite 1500 Portland, OR 97204 DEED OF TRUST AND SECURITY AGREEMENT Cover Sheet DATE: August : , 2005 BORROWER: J.G. RENTON, L.L.C., a Washington limited liability company BORROWERS' 400A 12' Avenue NE, Suite 230 NOTICE ADDRESS: Bellevue, Washington 98004 TRUSTEE: Chicago Title Insurance Company, and all other successors and assigns for the benefit of Beneficiary (as defined below). TRUSTEE'S NOTICE 701 Fifth Avenue, Suite 3400 ADDRESS; Seattle, Washington 98104 BENEFICIARY: PROTECTIVE LIFE INSURANCE COMPANY, a Tennessee corporation, together with other holders from time to time of the Note (as defined herein). BENEFICIARY'S NOTICE ADDRESS AND ADDRESS OF 2801 Highway 280 South ENTITY HOLDING Birmingham, Alabama 35223 THE LIEN CREATED Attention: Investment Department BY THE INSTRUMENT: NOTE AMOUNT: $2,100,000.00 MATURITY DATE: September 1, 2020 STATE: Washington 1- DEED OF TRUST AND SECURITY AGREEMENT Opt Mm Public Record Drder; on r er Search Doc: KL:zuu!) 200501800nu.3 Pageor rea a vi is FFin 0 0 20050898001503.003 TAX ACCOUNT NO.: The tax account numbers for the property -subject to the lien of this instrument are: 756460-0315-00,756460-0320-03, 756460-0340-09,756460-0350-06, 756510-0005-05, and 756510-0025-01. RECORD OWNER OF LAND (AS DEFINED HEREIN): J.G. Renton, L.L.C., a Washington limited Iiability company Exhibits A and B: Attached hereto and incorporated herein by reference_ This document Don G. Carter prepared by: James Ray Streinz McEwen Gisvold LLP 1100 S.W. Sixth Avenue, Suite 1600 Portland, OR 97204 1. DEFINITION OF TERMS. As used herein, the terms defined in the cover sheet hereof shall have the meanings given on such sheet, and the following terms shall have the following meanings: I.I. Commitment: as defined in Paragraph 3.7. 1.2. Borrower's Notice Address: as defined on cover hereof. 1.3. Casualty: as defined in Paragraph 5.1. 1.4. Contested Sum: as defined in clause (e) of Paragraph 4.1. 1.5. Events of Default: as defined in Paragraph 8.1. 1.6. Improvements: all buildings, structures and other improvements now or hereafter existing, erected or placed on the Land (defined in Paragraph 1.12), or in any way used in connection with the use, enjoyment, occupancy or operation of the Land or any portion thereof; all fixtures and other articles of every kind and nature whatsoever now or hereafter owned by Borrower and used or procured for use in connection with the operation and maintenance on the Realty or Personalty. 1.7. In its sole, unfettered discretion: as defined in Paragraph 10.8. 1.8. Indenture: this Deed of Trust and Security Agreement. 1.9. Insurance Premiums: as defined in Paragraph 4.3. 2- DEED OF TRUST AND SECURITY AGREEMENT U:1PWCMNT0X 0T.&C gams Public Record Fier: Plan Mer rcn PZige j or ib (_reateLl by: dsaviais FrInTeM 24050818001503.004 1.10. Insurance Proceeds: as defined in clause (a) of Paragraph 5.3. 1.11. Laws: as defined in clause (c) of Paragraph 4.2. 1.12. Land: the land described in Exhibit A attached hereto, together with all estate, title interests, title reversion rights, rents, increases, issues, profits, rights of way or uses, additions, accretions, servitudes, gaps, gores, liberties, privileges, water rights, water courses, alleys, streets, passages, ways, vaults, adjoining strips of ground, licenses, tenements, franchises, hereditaments, rights, appurtenances and easements, stow or hereafter owned by Borrower and existing, belonging or appertaining to the Land, all claims or demands whatsoever of Borrower therein or thereto, either in law or in equity, in possession or in expectancy and all estate, right, title and interest of Borrower in and to all streets, roads and public places opened or proposed, now or appertaining to, the Land. 1.13. Leases: all leases, license agreements and other occupancy or use agreements (whether oral or written), now or hereafter existing, which cover or relate to all or any portion of the Property, together with all options therefor, amendments thereto and renewals, modifications and guarantees thereof, and all rents, royalties, issues, profits, revenue, income and other benefits of the Property arising from the use or enjoyment thereof or from the Leases, including, without limitation, cash or securities deposited thereunder tasecure performance by the tenants of their obligations thereunder, whether said cash or securities are to be held until the expiration of the terms of the Leases or applied to one or more of the installments of rent coming due. 1.14. Lease Assignment: a certain Assignment of Rents and Leases between Borrower and Beneficiary of even date herewith and all modifications or amendments thereto or extensions thereof. 1.15. Loan Documents: this Indenture, the Note, the Lease Assignment, and any and all other documents or instruments related thereto or to the Secured Debt now or hereafter given by or on behalf of Borrower to Beneficiary. 1.16. Note: a certain Promissory Note of even date herewith made by Borrower in favor of Beneficiary in the Note Amount and all modifications, renewals and extensions thereof, which Note is payable in monthly installments until the maturity Date (as defined in the Note and on the Cover Sheet), subject to any call option of Beneficiary to accelerate the principal due as may be set forth in the Note. 1.17. Parties in Interest: as defined in clause (d) of Paragraph 8.1. 1.18. Personalty: all of Borrows interest in the personal property of any kind or nature whatsoever, whether tangible or intangible, whether or not any of such personal property is now or becomes a "fixture" or attached to the Realty, which is used or will be used 3- DEED DE 'DUST AND SECURITY AGREEMENT IYVUCWNMNV ar.&. "AM Public Record Vder: Non -order Search Doc: ge q o vl Is rin 0 20050818047503.005 in the construction of, or is or will be placed upon, or is derived from or used in connection with, the maintenance, use, occupancy or enjoyment of the Realty (defined in Paragraph 1.22), including, without limitation, all accounts, documents, instruments, chattel paper (including electronic chattel paper and tangible chattel paper), general intangibles (including payment intangibles and software), goods (including consumer goods, inventory, equipment and farm products), letter -of -credit rights and deposit accounts (as those terms are defined in the Uniform Commercial Code as now adopted or amended from time to time in the State), all plans and specifications, contracts and subcontracts for the construction; reconstruction or repair of the Improvements, bonds, permits, licenses, guarantees, warranties, causes of action, judgments, claims, profits, rents, security deposits, utility deposits, refunds of fees or deposits paid to any governmental authority, letters of credit, policies and proceeds of insurance, motor vehicles and aircraft, together with all present and future attachments, accretions, accessions, replacements and additions thereto and products and proceeds thereof. 1.19. Property: the Realty and Personalty or any portion thereof or interest therein except as the context otherwise requires. 1.20. Property Liabilities: as defined in clause (d) of Paragraph 4.1. 1.21. Property Taxes and Charges: as defined in clause (b) of Paragraph 4.1. 1.22. Realty: the Land and Improvements or any portion thereof or interest therein, as the context requires. 1.23. Secured Debt: to the extent not prohibited by law, all principal, interest, additional interest, interest at the After -Maturity Rate set forth in the Note on all sutras applicable thereto, late charges and other sums, charges, premiums or amounts due or to become due under the Loan Documents, together with any other sums expended or advanced by Beneficiary under the Loan Documents or otherwise with respect to the care or preservation of the Property or the enforcement of the Loan Documents. 1.24. Taking. as defined in Paragraph 5.1. 1.25. Taking Proceeds: as defined in clause (a) of Paragraph 5.3. 2. GRANTING CLAUSES. For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower has executed and delivered the Loan Documents and hereby irrevocably and absolutely grants, transfers, assigns, mortgages, bargains, sells and conveys to Trustee, IN TRUST, with all POWERS OF SALE AND STATUTORY RIGHTS in the State, all of Borrower's estate, right, title and interest in, to and under, and grants to Beneficiary a first and prior security interest in, the Property and any and all of the following, whether now owned or held or hereafter acquired or owned by Borrower: (a) All Leases; 4- DEED OF TRUST AND SECURITY AGREEMENT U:WUC16fW XWT-&o "Im Public Record r r: NlOn-Urcler SEarcri Doc: Page 5 ot Jts CreatedE iPrintM-. 21912010 1:57215 20050818001503.006 (b) All profits and sales proceeds, including, without limitation, earnest money and other deposits, now or hereafter becoming due by virtue of any contract or contracts for the sale of Borrower's interest in the Property; (c) All proceeds (including claims thereto or demands therefor) of the conversion, voluntary or involuntary, permitted or otherwise, of any of the foregoing into cash or liquidated claims; and (d) All Insurance Proceeds and all Taking Proceeds. FOR THE PURPOSE OF SECURING THE FOLLOWING OBLIGATIONS OF BORROWER TO BENEFICIARY, in such order of priority as Beneficiary may elect: (1) Payment of the Secured Debt; (2) Payment of such additional sums with interest thereon which may hereafter be loaned to Borrower by Beneficiary or advanced under the Loan Documents (at the After -Maturity Rate set forth in the Note), even if the sum of the amounts outstanding at any time exceeds the Note Amount; and (3) Due, prompt and complete observance, performance, fulfillment and discharge of each and every obligation, covenant, condition, warranty, agreement and representation contained in the Loan Documents. This Indenture is also intended to be a Security Agreement under the Uniform Commercial Code as in force from time to time in the State. Time is of the essence. TO HAVE AND TO HOLD the Property and all parts thereof unto Beneficiary and its successors and assigns forever, subject, however, to the terms and conditions herein. 3. REPRESENTATIONS AND WARRANTIES. It is a condition of this Indenture that the warranties and representations below in this Paragraph be true, correct and complete at all times and Borrower hereby represents and warrants to Trustee and Beneficiary as follows: 3.1. Due j2rpanization. Authority. If Borrower is a corporation, partnership (general, limited or joint venture), limited liability company or a trust, Borrower is duly organized and validly existing, and in good standing under the laws of the State and has power adequate to carry on its business as presently conducted, to own the Property, to make and enter into the Loan Documents and to carry out the transactions contemplated therein. 3.2. Execution Delivery and Effect of Loan Documents. The Loan Documents have each been duly authorized, executed and delivered by Borrower, and each is a legal, 5- DEED OF TRUST AND SECURITY AGREEMENT fJA'L1CVXNMNT0T.dee onm Public Record r er: Non -Order Search M: KC.2005 2005081800150.3 Vage or id CreatedVI IS rine 20050818001503.007 val,id and binding obligation of Borrower, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and subject to the exercise of judicial discretion in accordance with general principles of equity (regardless whether enforcement is sought in a proceeding in equity or at law). 3.3. Other Obligations. Borrower is not in violation of any term or provision of any document governing its organization or existence or in default under any instruments or obligations relating to Borrower's business, Borrower's assets or the Property. No party has asserted any claim or default relating to any of Borrower's assets or the Property. The execution and performance of the Loan Documents and the consummation of the transactions contemplated thereby will not result in any breach of, or constitute a default under, any contract, agreement, document or other instrument to which Borrower is a party or by which Borrower may be bound or affected, and do not and will not violate or contravene any Laws to which Borrower is subject; nor do any such instruments impose or contemplate any obligations which are or will be inconsistent with the Loan Documents. Borrower has filed all federal, state, county and municipal income tax returns required to have been filed by Borrower and has paid all taxes which have become due pursuant to such returns or pursuant to any assessments received by Borrower. Borrower does not know of any basis for additional assessment with regard to any such tax. No approval by, authorization of, or filing with any federal, state or municipal or other governmental commission, board or agency or other governmental authority is necessary in connection with the authorization, execution and delivery of the Lmn Documents. 3.4. Construction and Completion of Improvements. The presently existing Improvements have been completed and installed in a good and workmanlike manner, in compliance with Laws and the plans and specifications previously delivered to, and approved in writing by, Beneficiary. The Improvements are served by electric, gas, sewer, water, telephone and other utilities required for the present and contemplated uses and operation thereof. Any and all streets, other off-site improvements, access to the Property necessary for its present and contemplated uses and operation and service by utilities have been completed, are serviceable and have been accepted or approved by appropriate governmental bodies. Borrower understands that any septic system or sewage treatment facility or sewer line on the Property or to be constructed from the Property to a public sewer line and all personal property and rights therein are conveyed to Beneficiary hereunder as part of the Property, whether located on the Property as described in Exhibit A or adjacent to or connected with the same. Borrower covenants not to allow any tie -ons or connections to any such sewer facility or sewer line or to allow any person to use the sewer facility or sewer line or to make any modifications in the plans and specifications or construction contract for the construction of any such sewer facility or sewer line without the written consent of Beneficiary. Borrower understands that such consent may be withheld and/or conditioned upon receipt of documentation and assurances acceptable to the Beneficiary, and that the b- DEED OF TRUST AND SECURITY AGREEMENT &O Public Record %- der. r) -Mer SedrcM Doc: KC:2005 2UMUS1.01115133 Page ot 38 %eatedSy: Os Li i to e 20050818001503.008 Beneficiary will have the first right and lien as secured hereby to any monies or revenues arising from any such tie -ons, connections, or use. 3.5. Leizal Actions. There are no (i) actions, suits or proceedings including, without limitation, any condemnation, insolvency or bankruptcy proceedings, pending or, to the best of Borrower's knowledge and belief, threatened against or affecting Borrower, its business or the Property, or (ii) investigations, at law or in equity, before or by any court or governmental authority, pending or, to the hest of Borrower's knowledge and belief, threatened against or affecting Borrower, Borrower's business or the Property, except actions, suits and proceedings fully covered by insurance and heretofore fully disclosed in writing to Beneficiary. Borrower is not in default with respect to any order, writ, injunction, decree or demand of any court or any governmental authority affecting Borrower or the Property. Furthermore, to the best knowledge and belief of Borrower, there is no basis for any unfavorable decision, ruling or finding by any court or governmental authority which would in any material respect adversely affect (a) the validity or enforceability of the Loan Documents, or (b) the condition (financial or otherwise) or ability of Borrower to meet Borrower's obligations under the Loan Documents. 3.6. Financial Statements. All statements, financial or otherwise, submitted to Beneficiary in connection with the transaction evidenced by the Loan Documents are true, correct and complete in all respects, and all such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present the financial condition of the parties or entities covered by such statements as of the date thereof and no additional borrowings have been made by such parties or entities or any of them, since the date thereof, nor has Borrower, or any such parry or entity experienced a material, adverse change in its finances, business, operations, affairs or prospects since the date thereof. Borrower and each such party or entity is now solvent. 3.7. Solvency of Tenants. To the best of Borrower's knowledge and belief, no Tenant (as specified in the loan commitment or the loan application, if any, to Beneficiary (the "Commitment") for the loan secured hereby) of the Realty or any part thereof has suffered or incurred any material, adverse change in its finances, business, operations, affairs or prospects since the date of the Commitment. 3.8. Adverse Change to. Proper . No event or series of events has or have intervened or occurred since the date of Borrower's submission of the Commitment which would, either individually or collectively, have a material adverse effect on the Property. 3.9. Title to Propel. Borrower has good and clear record and marketable title to the Realty and good and merchantable title to the Personalty and Borrower shall and will warrant and forever defend the title thereto and Beneficiary's first and prior mortgage lien thereto unto Beneficiary, its successors and assigns, against the claims of all persons whomsoever. 7- DEED OF TRUST AND SECURITY AGREEMENT "OM Public Record Order,Non-Wer Searili Doc: KC2005 200508180015W Page i 0 20050818001503.009 3.10. Compliance with Laws and Private Covenants. The Property complies with all Laws. The Land is a separate and distinct parcel for tax purposes and shall not become subject to Property Taxes and Charges against any other Iand_ Borrower has examined and is familiar with any applicable agreements affecting the Land and there now exists no violation of any such agreements. Borrower has no notice that any of the Improvements encroaches upon any easement over the Land or upon adjacent property. 3.11. Inde nd nce of the Pro . Borrower has not by act or omission permitted any building or other improvements on property not covered by this Indenture to rely on the Property or any part thereof or any interest therein to fulfill any municipal or governmental requirement for the existence of such property, building or improvements; and no Improvement on the Property shall rely on any property not covered by this Indenture or any interest therein to fulfill any governmental or municipal requirement. Borrower has not by act or omission impaired the integrity of the Property as a single, separate, subdivided zoning lot separate and apart from all other property. 4. BORROWER'S COVENANT'S. 4.1. Payments. (a) Secured Debt. Borrower shall pay promptly to Beneficiary, when due, the Secured Debt at the times and in the manner provided in the Loan Documents. (b) Property Taxes and Charges_ Except as provided in Paragraph 4. i (e), Borrower shall pay, prior to delinquency, all real estate taxes and personal property taxes, betterments, assessments (general and special), imports, levies, water, utility and sewer charges, and any and all income, franchise, withholding, profits and gross receipts taxes, other taxes and charges, all other public charges whether of a like or different nature, imposed upon or assessed against Borrower or the Property or upon the revenues, rents, issues, income and profits or use or possession thereof, and any stamp or other taxes which may be required to be paid with respect to any of the Loan Documents, any of which might, if unpaid, result in a lien on the Property, regardless to whom paid or assessed ("Property Taxes and Charges"). Borrower shall famish Beneficiary with receipts showing payment of the Property Taxes and Charges prior to the applicable delinquency date thereof. As used in this Paragraph 4.1(b), the term "real estate taxes" shall include any form of assessment, license fee, license tax, business license fee, business license tax, commercial rental tax, levy, charge, penalty, tax or similar imposition, imposed by any authority having the direct power to tax, including, any city, county, state or federal government, or any school, agricultural, lighting, drainage or other improvement or special assessment district thereof, against any legal or equitable interest in the Property. 8- DEED OF TRUST AND SECURITY AGREEMENT LMMtCVk9N[ NWT.do anrm Public Record r r: Non -Order Search voc: KC:2005 2005U81=5M—� ��ageeTof-16 Ueared By: (193vicliSPrinted: 20050818001303.010 If requested by Beneficiary, Borrower shall cause to be fiimished to Beneficiary a tax reporting service covering the Property of the type and duration, and with a company satisfactory to Beneficiary. (c) Taxes on Trustee or Beneficiary. If any Laws of the State or the United States or any other governmental authority impose upon Trustee or Beneficiary the obligation to pay the whole or any part of the Property Taxes and Charges or changes in any way the Laws relating to taxation so as to adversely affect the Loan Documents or Trustee or Beneficiary, then Borrower shall pay Property Taxes and Charges or reimburse Trustee and Beneficiary immediately therefor, unless in the opinion of counsel to either Trustee or Beneficiary, it might be unlawful to require Borrower to pay the same or such payment might result in the imposition of interest prohibited by Law. In such case, an Event of Default shall exist. (d) Liabilities. Borrower shall pay, prior to delinquency, all debts and liabilities incurred in the construction, operation, development, use, enjoyment, repair, maintenance, replacement, restorations and management of the Property ("Property Liabilities"), including, without limitation, utility charges, sums due mechanics and materialmen and other sums secured or which might be secured by liens on the Property. (e) Right to Contest. Borrower may, in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Property Taxes and Charges or Property Liabilities ("Contested Sum"), after written notice of the same to Beneficiary. During such contest, Borrower shall not be deemed in default hereunder if (i) prior to delinquency of the Contested Sum, Borrower deposits with Beneficiary cash or other security, in form satisfactory to Beneficiary in its sole, unfettered discretion, adequate to cover the payment of such Contested Sum and any obligation, whether matured or contingent, of Borrower, Trustee or Beneficiary therefor, together with interest, costs and penalties thereon, and (ii) Borrower promptly causes to be paid any amounts adjudged to be due, together with all costs, penalties and interest thereon, before such judgment becomes final. Each such contest shall be concluded and the Contested Sum, interest, costs and penalties thereon shall be paid to the date such judgment becomes final or any writ or order is issued under which the Property could be sold pursuant to such judgment. (f) Expenses. Borrower shall, to the extent allowed by Laws, pay, on demand but without counterclaim, setoff, deduction, defense, abatement, suspension, deferment, discrimination or reduction, all fees (including, without limitation, attorneys' fees and disbursements), taxes, recording fees, commissions and other liabilities, costs and expenses incurred in connection with (i) the making or enforcement of the Loan Documents; (ii) Trustee or Beneficiary's exercise and enforcement of its rights and remedies under Paragraphs 7, 8, and elsewhere hereof; and (iii) Trustee or Beneficiary's protection of the Property and its interest therein. Borrower shall not be entitled to any credit on the Secured Debt by reason of the payment of any sums required to be paid under subparagraphs 4.1(b) through (f)- 9- DEED OF TRUST AND SECURITY AGREEMENT V.WUCIRFxro, oMT as arim Public Record r err on r er r oc: KC2005 200508123001503 Page 10 dr.38 Cifeated By. dsavidis rin e 20050818001503.011 4.2. Operation of the Pro (a) Maintenance• Alterations. Borrower shall maintain and preserve the Property in good repair and condition and shall correct any defects or faults in the Property. Borrower shall pursue diligently any remedies or recourse which Borrower may have under agreements, warranties and guarantees relating to the Property. Borrower shall not commit, permit or suffer any demolition or waste of the Property or any use or occupancy which constitutes a public or private nuisance. Borrower shall not do, permit or suffer to be done any act whereby the value of any part of the Property may be decreased. Borrower shall not make any material alterations, improvements, additions, utility installations or the like to the Property without the prior written consent of Beneficiary in each instance; provided, however, Borrower may make replacements or substitutions of any items of the Personalty if the replacements or substitutions are of a quality, utility, value, condition and character similar to or better than the replaced or substituted items and are free and clear of any lien, charge, security interest or encumbrance, except as created or permitted by this Indenture. (�) Liens. Borrower shall promptly discharge any mechanics', laborers`, materialmen's or similar lien, charge, attachment, or lis pendens filed or recorded which relates to Borrower or the Property. (c) Compliance with Laws and Private Covenants. Borrower shall truly keep, observe and satisfy all, and not suffer violations of any Federal, regional, state and local laws, ordinances, rules, regulations, statutes, decisions, orders, judgments, directives or decrees of any governmental or regulatory authority court or arbitrator (herein collectively "Laws") and private covenants affecting the Property. (d) Use and Management. The Property shall at all times be used for commercial purposes. The Property shall at all times be managed by a leasing and management agent which has been approved by the Beneficiary prior to execution of any management agreement with the same. Any change in the use of the Property or the management agent shal I be subject to the prior written approval of Beneficiary. (e) IngNctivn. Borrower shall permit Trustee or Beneficiary to enter upon and inspect the Property at reasonable times without delay, hindrance or restriction. 4.3. Insurance. Borrower shall obtain and keep in force, with one or more insurers acceptable to Beneficiary, such insurance as Beneficiary may from time to time specify by notice to Borrower, including, without limitation, insurance providing (i) comprehensive general public liability and property damage coverage with a broad form coverage endorsement and a combined single limit of at Ieast $2,000,000, (ii) protection against fire, "extended coverage" and other "All Risk" perils, including, earthquake (if required by Lender), .sinkhole and, where required, flood, to the full replacement value of the Property with a waiver of subrogation, replacement cost, and difference in conditions endorsements, 10- DEED OF TRUST AND SECURITY AGREEMENT UAFLIcvtEK QNM)0T.doe MA35 Public Record r1�. Non- Mlt:r care e 11 o rea y: dsavidis Printed: 20050818001503.092 and (iii) rent loss insurance in an amount of not less than a sum equal to twelve (12) months' rental income from all Leases. All property insurance policies shall include the standard mortgage clause in the State naming Beneficiary as the first mortgagee with loss payable to Beneficiary, its successors and assigns, as such mortgagee, shall not be cancelable or modifiable without thirty (30) days' prior written notice to Beneficiary, and shall not have more than a $10,000 deductible for any single Casualty. Borrower shall provide Beneficiary with evidence of compliance with this Paragraph 4.3, in such forms as required from time to time by Beneficiary, upon notice from Beneficiary or at least fifteen (15) days prior to the expiration date of any policy required hereunder, each bearing notations evidencing the prior payment of premiums ("Insurance Premiums") or accompanied by other evidence satisfactory to Beneficiary that such payment has been made shall be delivered by Borrower to Beneficiary. Borrower, to the full extent permitted by Laws and to the full extent permitted without invalidating the insurance policies required above, hereby waives the night of subrogation against Trustee and Beneficiary. Borrower will inform its insurers of the waiver and obtain a waiver of subrogation endorsement if applicable. Beneficiary shall not, because of accepting, rejecting, approving or obtaining insurance, incur any liability for (i) the existence, nonexistence, form or legal sufficiency thereof, (ii) the solvency of any insurer, or (iii) the payment of losses. Borrower shall keep, observe and satisfy, and not suffer violations of, the requirements of insurance companies and any bureau or agency which establishes standards of insurability affecting the Property, and pertaining to acts committed or conditions existing thereon. Upon foreclosure of this Indenture or other transfer of title or assignment of the Property in discharge, in whole or part, of the Secured Debt, all right, title and interest of Borrower in and to all policies of insurance required by this Paragraph 4.3 shall inure to the benefit of pass to Beneficiary. 4.4. Escrow. Borrower shall pay to Beneficiary monthly, on each date on which a payment is due under the Note, one -twelfth (1/12th) of such amount as Beneficiary from time to time estimates will be required to pay all Property Taxes and Charges and Insurance Premiums before becoming past due , plus up to two (2) additional months tax and insurance premium deposits. Beneficiary's estimates shall be based on the amounts actually payable or, if unknown, on the amounts actually paid for the year preceding that for which such payments are being made. Any deficiencies shall be promptly paid by Borrower to Beneficiary on demand_ Borrower shall transmit bills for the Property Taxes and Charges and Insurance Premiums as soon as received. When Beneficiary has received from Borrower or on its account funds sufficient to pay the same, Beneficiary shall, except as provided in Paragraph 8.2, pay such bills. If the amount paid by Borrower in any year exceeds the aggregate required, such excess shall be applied to escrow payments for the succeeding year. 11- DEED OF TRUST AND SECURITY AGREEMENT U:4UClREKWWKTr.dee W /M Public Record r er: on- r er Search Doc: KC:2005 20050818001503 page 12 v rea y: osavialsPrinred: 2/972010 1:57:29 PM P51 20050818001503.013 Payments from said account for such purposes may be made by Beneficiary at its discretion even though subsequent owners of the Property may benefit thereby. Beneficiary shall not be a trustee of funds in said account and may commingle such funds with its general assets without any obligation to pay interest thereon or account for any earnings, income or interest on such funds 4.5. Sales and Encumbrances. (a) Except as provided in subparagraph (b)or (c)of this Paragraph 4.5, Borrower shall not, without the prior written consent of Beneficiary, which consent, if given in Beneficiary's sole, unfettered discretion, may be conditional upon a change in the payment of a fee or change in the term of the Note, delivery of a management contract approved by Beneficiary with a management company approved by Beneficiary„ and/or the satisfaction of other conditions required by Beneficiary or one or more of the foregoing or tither requirements of Beneficiary: (i) convey, assign, sell, mortgage, encumber, pledge, dispose of, hypothecate, grant a security interest in, grant options with respect to, or otherwise dispose of (directly or indirectly or by operation of law or otherwise, of record or not), all or any part legal or beneficial interest in any part or all of the Property or the Leases, or any interest therein, or any or all of the rents, issues, deposits or profits therefrom, or (ii) sell, assign or otherwise dispose of (whether or not of record or for consideration or not), or permit the sale, assignment or other disposition of, any legal or beneficial interest in the stock of Borrower, if a corporation, or in any general or limited partnership interest in Borrower, if a general or limited partnership or joint venture, or in a membership interest in Borrower, if a limited liability company. .Any breach of the foregoing by a holder of any interest (legal or beneficial) or stock in Borrower shall constitute an Event of Default under Section 8.1(a). (b) The provisions of subparagraph (a) above notwithstanding, provided no default exists ixnder any of the Loan Documents at the time of conveyance and no event has occurred which, with the passage of time, could lead to a default, one sale of the Property will be permitted, subject to the following: (i) At least 30 days prior to the proposed transfer, Borrower must provide Lender with notice of and detailed explanation of the proposed ttransaction and such financial information and other documentation regarding the prospective transferee as Lender shall request; 12- DEED OF TRUST AND SECURITY AGREEMENT UAPUCVZEN'MMAOT.&c MM5 Public Record )Wer: Mon-UrCler Search Doc: KC:2005 20050818001503 age 13 0—f3 reatea tsy'. 00VICIis ren e 20050818001505.014 (ii) The transferee assumes and agrees to pay the Secured Debt and to perform all obligations of Borrower under the Loan Documents, (iii) The transferee is approved by Lender in its sole unfettered discretion; (iv) Lender approves evidence establishing that the Property is then producing, and will continue to produce, net operating income equal to at least 120% of the total annual debt service under the Loan Documents; (v) Lender shall have approved the management agreement to be executed by the proposed transferee; (vi) Lender is paid an assumption fee of one percent (1%) of the outstanding balance of the Secured Debt at the time the assumption is approved or closed, at Lender's option; and (vii) The transferee executes Lender's assumption documents by which the transferee assumes the obligations of the Loan Documents. Further, the transferee will execute an environmental indemnity agreement and such other documents as Lender shall require to accomplish the assumption of the Secured Debt. (c) Notwithstanding the provisions of subparagraphs (a) and (b) above, provided no default exists, each member of Borrower shall have the right to sell, give, devise, bequeath or otherwise transfer (collectively referred to as a "transfer") his or her interest in the Borrower or interest in the Property, so long as: (i) the transferee is William U. Ellison, Thomas A. Ellison, Jeffrey W. Ellison, John E. Bacon. or William 14. Fraser (each a "Constituent Borrower"), or Ci i) the transferee is an entity controlled by a Constituent Borrower, or (iii) the Constituent Borrowers retain at least 51 % control of the Borrower, or (iv) the transferee is an adult "Family Member" of the Constituent Borrower. The term "Fancily Member" is defined as the Constituent Borrower's spouse, siblings, children, including legally adopted children, grandchildren or a trust for the benefit of one or more Family Members. Subsequent transfers by Family Members to other Family Members will be permitted. Transfers to minors shall not be permitted unless to a trust or custodian under the Uniform Gifts to Minors Act or similar custodial law. Upon any such transfer to the Constituent Borrower's Family, the terms of this subparagraph (c) shall apply automatically with respect to any transferee. With respect to a Constituent Borrower who is a trust, the term "Constituent Borrower" shall apply to the settlor of the trust, and the beneficiary(ies) 13- DEED OF TRUST AND SFCURITY AGREEMENT u:Tuc)RENrONIMAo srim5 Public Rccord Jrder: ori r er ar ge 14 or JIS L.Feaceai is PH -Wed: 27912UM 1:51:ju PM F51 0 20050818001603.015 of the trust shall be deemed as transferee(s) within the meaning of the preceding sentence. Within ten (10) days of any such We or transfer, Beneficiary shall be furnished with such documentation as is reasonably required by Beneficiary to evidence that such sale or transfer is permitted under this subparagraph (c). Any transfer permitted by subparagraph (b) or (c) shall not release Borrower, the Constituent Borrower or any successor in interest from personal Iiability for payment and performance of the terms and conditions of the Secured Debt or from their other obligations under the Loan Documents and any guaranty or environmental indemnity. 4.6. Financial Records and Statements. Borrower shall keep accurate books and records in accordance with federal income tax basis of accounting, consistently applied, in which full, trae and correct entries shall be promptly made as to all operations of the Property and shall permit all such books and records to be inspected and copied by Beneficiary, its designee or its representatives during customary business hours. Borrower shall deliver or cause to be delivered to Beneficiary within sixty (60) days after the end of each calendar year a statement of condition or balance sheet of Borrower relating solely to the Property as at the end of such year and an ann,,W operating statement showing in reasonable detail all income and expenses of Borrower with respect to the Property, both certified as to accuracy (a) by Borrower, provided no default exists hereunder, or (b) by an independent certified public accountant acceptable to Beneficiary (said documents need not be audited but shall be reviewed), if a default occurs hereunder and Beneficiary requests such a certification in writing; and a current list of all persons then occupying portions of the Property under their Leases, the rentals payable by such tenants and the unexpired terms of their Leases, certified as to their accuracy by a representative of Borrower acceptable to Beneficiary, and in form and substance satisfactory to Beneficiary. 4.7. Further Assurances. Borrower shall promptly upon request of Beneficiary (a) correct any defect, error or omission which may be discovered in the contents of any Loan Document or in the execution or acknowledgment thereof, (b) execute, acknowledge, deliver and record or file such further instruments (including, without limitation, mortgages, deeds of trust, security agreements, financing statements and specific assignments of rents or ]cases) and do such further acts, in either case as may be necessary, desirable or proper in Beneficiary's opinion to (i) carry out more effectively the purposes of the Loan Documents, (ii) protect and preserve the first and valid lien and security interest of this Indenture on the Property or to subject thereto any property intended by the terms thereof to be covered thereby, including, without limitation, any renewals, additions, substitutions or replacements thereto, or (iii) protect the interest and security interest of Beneficiary in the Property against the rights or interests of third parties. Borrower hereby appoints Beneficiary as its attorney-in-fact, coupled with an interest, to take the above actions and to perform such obligations on behalf of Borrower, at 14-- DEED OF TRUST AND SECURITY AGREEMENT U:WL1C1REN NM,r.ace M/0 Public Record r er. 5 r e, : ears . Doc KC2005 2005081800150-3 Page 15 o Created y:vs ff--P�� u TL Pin P.5 I 20050818001583.016 Borrower's sole expense, if Borrower fails to comply fully with Borrower's obligations under this Paragraph 4.7. 4.8. Indemnity. Borrower shall indemnify, defend and hold harmless, 'Trustee or Beneficiary from and against, and reimburse Trustee or Beneficiary for, all claims, demands, liabilities, losses, damages, judgments, penalties, costs and expenses, including, without limitation, attorneys' fees and disbursements, which may be imposed upon, asserted against or incurred or paid by either Trustee or Beneficiary by reason of, on account of or in connection with any bodily injury or death or property damage occurring in, upon or in the vicinity of the Property through any cause whatsoever, or asserted against Beneficiary on account of any act performed or omitted to be performed under the Loan Documents or on account of any transaction arising out of or in any way connected with the Property or the Loan Documents, except as a result of the willful misconduct or gross negligence of Trustee or Beneficiary, whereupon the exception shall apply only against Trustee or Beneficiary as the case may be. 4.9. No Preferences. Borrower shall not repay any sums borrowed from anyone other than Beneficiary, if, as a result of, or concurrently with the making of, such payments, Borrower would then be in default under the Loan Documents or in the payment of obligations incurred in the ordinary operation of the Property.. 4.10. Notices. Borrower shall deliver to Beneficiary at Beneficiary's Notice Address promptly upon receipt of the same, copies of all notices, certificates, documents and instruments received by Borrower which materially and adversely affect Borrower, the Property or the Leases. 4.11. Estomxl Certificates. Borrower shall promptly furnish to Beneficiary from time to time, on the request of Beneficiary, written statements signed and, if so requested, acknowledged, setting forth the then unpaid principal, premium and interest on the Note and specifying any claims, offsets or defenses which Borrower asserts against the Secured Debt or any obligations to be paid or performed by Borrower under the Loan Documents, together with any other information reasonably requested by Beneficiary. 4.12. Legal Existence. If Borrower is executing this instrument as a partnership, Iimited liability company, corporation, or trust: (a) The Borrower warrants that (i) it is duly organized and validly existing, in good standing under the laws of the state of its organization, (ii) it is duly qualified to do business and is in good standing in the state of its organization and in the state where the Property is located, (iii) it has the power, authority and legal right to carry on the business now being conducted by it and to engage in the transactions contemplated by the Loan Documents, and (iv) the execution and delivery of the Loan Documents and the performance and observance of the provisions thereof have been duly authorized by all necessary actions of the Borrower. 15- DEED OF TRUST AND SECURITY AGREEMENT U:TUCW.E?MK% OT.dx V310 Public Record! Wer: Nori-Mer SearcM Doc: KC:2005 20508imenu.3 Flage i b or 3d Createdr rPrintW. 21912010 1,57:31 PM PSI 20050818001503.017 (b) The Borrower agrees that so long as any of its obligations hereunder, or under the Loan Documents remain unsatisfied, it will not dissolve or liquidate (in whole or in part) its existence, that it will maintain its existence, wall not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another corporation or partnership, without the prior express written consent of the Beneficiary except as may be otherwise provided herein. 4.13. Defense and Notice of Actions. Borrower shall, without liability, cost or expense to Trustee or Beneficiary, protect, preserve and defend title to the Property, the security hereof and the rights or powers of Trustee or Beneficiary, against all adverse claimants to title or any possessory or non -possessory interests therein, whether or not such claimants or encumbrancers assert title paramount to that of Borrower or Trustee or Beneficiary or claim their interest on the basis of events or conditions arising subsequent to the date hereof. 4.14. Lost Note. Borrower shall, if the Note is mutilated, destroyed, lost or stolen, deliver to Beneficiary, in substitution therefor, a new promissory note containing the same terms and conditions as the Note with a notation thereon of the unpaid principal and accrued and unpaid interest, and that it is in substitution for the Note. 4.15. Personalty. Borrower shall use the Personalty primarily for business purposes and beep it at the Land. Borrower shall immediately notify Beneficiary in waling of any change in its place of business and, as of the execution hereof and hereafter from time to time when requested by Beneficiary, upon any acquisition of items of property constituting Personalty, Borrower shall provide Beneficiary with a current and accurate inventory- of the Personalty. 4.16. SDN List. An Event of Default shall exist if the following appear on the list of Specially Designated Nationals and Blocked Persons that is maintained by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC") or on any other similar list maintained by any governmental entity or agency (collectively, the "SDN List"): (a) any Borrower; (b) any Principal (as defined in the Commitment or any Loan Document); (c) any guarantor or indemnitor; or (d) any person or entity related to any Borrower, any Principal, any guarantor, any indemnitor, the Secured Debt or the Property. CASUALTIES AND TAKINGS. 5.1. Notice to Beneficiary. In the case of any act or occurrence of any kind or nature which results in damage, loss or destruction to the Property (a "Casualty"), or commencement of any proceedings or actions which might result in a condemnation or other taking for public or private use of the Property or which relates to injury, damage, benefit or betterment thereto (a "Taking"), Borrower shall immediately notify Beneficiary describing the nature and the extent of the Taking or the Casualty, as the case may be. Borrower shall 16- DEED OF TRUST AND SECURITY AGREEMENT U.VUC WMN%D0T dor Ma Public Record r er: on r er earc Pa rrai vii —in 20050818001503.018 promptly furnish to Beneficiary copies of all notices, pleadings, determinations and other papers in any such proceedings or negotiations. 5.2. Repair and Replacement In case of a Casualty, the Borrower will promptly restore the Property to the equivalent of its original condition, regardless of whether insurance proceeds exist, are made available, or are sufficient, In case of a Taking, the Borrower will promptly restore, repair or alter the remaining property in a manner reasonably satisfactory to the Beneficiary. Provided, however, upon a Casualty or Taking, if Beneficiary applies the Insurance Proceeds (defined below) or the Taking Proceeds (defined below) to the reduction of the Secured Debt, Borrower shall be obligated only to remove any debris from the Property and take such actions as are necessary to make the undamaged or non -taken portion of the Property into a functional economic unit, insofar as is practicable under the circumstances. 5.3. Proceeds. (a) Collection. Borrower shall use its best efforts to collect the maximum amount of insurance proceeds payable on account of any Casualty ("Insurance Proceeds"), and the maximum award of payment or compensation payable on account of any Taking ("Taking Proceeds"). In the case of a Casualty, Beneficiary may, at its sole option, make proof of loss to the insurer, if not made promptly by Borrower. Borrower shall not settle or otherwise compromise any claim for Insurance Proceeds or Taking Proceeds without Beneficiary's prior written consent. (b) Assignment to Beneficiarv. Borrower hereby assigns, sets over and transfers to Beneficiary all Insurance Proceeds and Taking Proceeds and authorizes payments of such Proceeds to be made directly to Beneficiary. Beneficiary may, at its sole option, apply such Proceeds to either of the following, or any combination thereof: (i) payment of the Secured Debt, either in whole or in part, in any order determined by Beneficiary in its sole, unfettered discretion; or (ii) repair or replacement, either partly or entirely, of any part of the Property so destroyed, damaged or taken, in which case Beneficiary may impose such terms, conditions and requirements for the disbursement of proceeds for such purposes as it, in its sole, unfettered discretion, deems advisable. Beneficiary shall not be a trustee with respect to any Insurance Proceeds or Taking Proceeds, and may commingle Insurance Proceeds or Taking Proceeds with its funds without obligation to pay interest thereon. If any portion of the Secured Debt shall thereafter be unpaid, Borrower shall not be excused from the payment thereof in accordance with the terms of the Loan Documents. Beneficiary shall not, in any event or circumstances, be liable or responsible for failure to collect or exercise diligence in the collection of any Insurance Proceeds or Taking Proceeds. 17- DEED 4F TRUST AND SECURITY AGREEMENT U:w1JCU?E rroNUM,ax anros Public Record 7rder: r er SearM DDC: KL:ZUU5 2UU5U8T8Mir,UJ age 18of 38 L f aViI 20060818001503.019 6. CONCERNING TRUSTEE. 6.1. Trustee's Covenants. Trustee, by its acceptance hereof, covenants faithfully to perform and fulfill the trusts herein created, being liable, however, only for willful negligence or misconduct, and hereby waives any statutory fee and agrees to accept reasonable compensation, in lieu thereof, for any services rendered by it in accordance with the terms hereof. 6.2. Resignation of Trustee. Trustee may resign at any time upon giving thirty (30) days' notice in writing to Borrower and to Beneficiary. 6.3. Substitution of Trustee. In the event of the death, removal, resignation, refusal to act, or the inability to act of Trustee or in Beneficiary's sole, unfettered discretion for any reason whatsoever, Beneficiary may, at any time or from time to time without notice and without specifying any reason therefor and without applying to any court, select and appoint a successor Trustee, and all powers, rights, duties and authority of Trustee, as aforesaid, shall thereupon become vested in such successor without conveyance from the predecessor Trustee. Neither Trustee nor any substitute Trustee shall be required to give bond for the faithful performance of its duties unless required by Beneficiary. Such substitute Trustee shall be appointed by written instrument duly recorded in the county where the Realty is located, which appointment may be executed by an authorized agent of Beneficiary and such appointment shall be conclusively presumed to be executed with authority and shall be valid and sufficient without proof of any action by the Board of Directors and any superior officer of Beneficiary. Borrower hereby ratifies and confirms any and all acts which the herein - named Trustee, or its successors or assigns in this trust, shall do lawfully by virtue hereof. Borrower hereby agrees, on behalf of itself and its heirs, executors, administrators and assigns, that the recitals contained in any deed or deeds executed in due form by Trustee or any substitute Trustee, acting under the provisions of this Indenture, shall be prima facie evidence of the facts recited, and that it shall not be necessary to prove in any court, otherwise than by such recitals, the existence of the facts essential to authorize the execution and delivery of such deed or deeds and the passing of title thereby. 6.4. Reconveyance. and Agreements. At any time, or from time to time, without liability therefor and without notice upon written request of Beneficiary and presentation of this Indenture and the Nate or notes secured hereby for e:idorsement, and without affecting the personal liability of any person for the payment of the Secured Debt or the effect of this Indenture upon the remainder of the Property, Trustee may reconvey any part of the Property, consent in writing to the making of any map or plat thereof, join in granting any easement thereon, or join in any extension agreement or any agreement subordinating the lien or charge hereof, 18- DEED OF TRUST AND SECURITY AGREEMENT U.NPU RENTONm TA. Wes Public Record Order: e+ Mrchi Doc., KC2005 2005081tiuU15W pageCreated vi is rir: e : 21912U10 U57:33 rM 1,51 0 20050818001503.020 6.5. Release of Lien. Upon written request of Beneficiary stating that the Secured Debt has been paid and upon surrender to Trustee of this Indenture and the Note or notes secured hereby for cancellation and retention and payment of its fees, Trustee shall reconvey, without warranty, the Property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described as "the person or persons legally entitled thereto." 6.6. Exculpation and Indemnification of Trustee_.. Trustee shall not be liable for any error of judgment or act done by Trustee in good faith, or be otherwise responsible or accountable under any circumstances whatsoever, except for Trustee's gross negligence or willful misconduct. Trustee shall have the right to rely on any instrument, document or signature authorizing or supporting any action taken or proposed to be taken by it hereunder, believed by Trustee in good faith to be genuine. All monies received by Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated in any manner from any other monies (except to the extent required by law), and Trustee shall be under no liability for interest on any monies received by it hereunder (except to the extent required by Law). Borrower will reimburse Trustee for, and indemnify, save harmless and defend Trustee against, any and all liability and expense (including, without limitation, attorneys' fees and expenses) which Trustee may incur in performance of its duties under the Loan Documents. 7. LEGAL PROCEEDINGS. Whether or not an Event of Default (as defined in Paragraph 8.l) has occurred and exists, Beneficiary shall have the right, but not the duty or obligation, to intervene or otherwise participate in, prosecute or defend at any time any legal or equitable proceedings (including, without limitation, any eminent domain proceedings) which, in Beneficiary's sole, 'unfettered discretion, affect the Property, the Leases or any of the rights created by the Loan Documents. S. DEFAULTS; REMEDIES OF BENEFICIARY. 8.1. Defaults' Events of Default. Any of the following shall constitute an "Event of Default" hereunder: (a) Breach of Named Covenant. Any breach by Borrower of the covenants in the Indenture in Paragraphs 4.1 (Payments), 4.3 (Insurance), 4.5 (Sales and Encumbrances) or 4.8 (Indemnity), which breach shall immediately thereupon, without notice or opportunity to cure, constitute an Event of Default hereunder; or (b) Misrepresentations. Any representation or warranty made by Borrower or any person(s) or entity(ies) comprising Borrower or any guarantor(s) under the Loan Documents or any certificate or side letter delivered in connection with the Loan Documents proves to be untrue, misleading or is not fulfilled; or 19- DEED OF TRUST AND SECURITY AGREEMENT V: V LIC\MMRlMOT &C 83105 Public Record r r: TW raer . arc r age 70 o Created y: savr r rn 20050818001503.021 (c) Breach of Covenant Subject to the notice and opportunity to cure provided in Section 8 of Exhibit B hereto, any breach by Borrower of any other covenant in the Loan Documents or failure to observe or perform any other covenant, agreement, condition, terse or provision of any of the Loan Documents or any certificate or side letter delivered in connection with the Loan Documents; or (d) Bankruptcy. Immediately upon the occurrence of any of the following without the doing of any act or the giving of any notice by Beneficiary: (i) any one or more of the then legal or beneficial owners of the Property, or any individual or entity then personally liable on the Secured Debt (including, without limitation, any guarantor) or, if Borrower is a partnership, any general partner or joint venturer (collectively the "Parties in Interest") becomes insolvent, makes a transfer in fraud of, or assignment for the benefit of, creditors or admits in writing its inability, or is unable, to pay debts as they become due; or (ii) a receiver or trustee is appointed for all or substantially all of the assets of a Party in Interest or for the Property in any proceeding brought by a Party in Interest, or any such receiver or trustee is appointed in any proceeding brought against a Party in Interest or the Property and not discharged within sixty (60) days after such appointment, or a Party in Interest consents or acquiesces in such appointment; or (iii) a Party in Interest isles a petition under the Bankruptcy Code, as amended, or under any similar law or statute of the United States or any state thereof, is adjudged a debtor under the Bankruptcy Code or insolvent; or (iv) a petition or answer proposing the adjudication of a Party in Interest as a bankrupt or its reorganization under any present or future federal or state bankruptcy or similar law is filed in any court and such petition or answer is not discharged or denied within sixty (60) days after the filing thereof; or (v) any composition, rearrangemept, liquidation, extension, reorganization or other relief of debtors now or hereafter existing is requested by a Party in interest; or (e) Adverse Court Action. A court of competent jurisdiction enters a stay order with respect to, assumes custody of or sequesters all or a substantial part of the Property, or the Property is taken on execution or by other process of law; or (f) Susspension. Borrower terminates or suspends its business or any guarantor(s) under the Loan Documents dies; or (g) Other Events. Any other event occurs which, under the Loan Documents, constitutes a default by the Borrower or gives the Beneficiary the right to accelerate the indebtedness secured by this Indenture. 8.2. Remedies. In case of an Event of Default, Beneficiary may, at any time thereafter, at its option and without notice, exercise any or all of the following remedies: (a) Acceleration Declare the entire Secured Debt due and payable, and it shall thereupon be immediately due and payable; 20- DEED OF TRUST AND SECURITY AGREEMENT U,WUCW Wf0MD0TAX IBM Public Record r age zi o. Created saFrInTM. 21972010 1:57:34 PM PSI 9 0 20050818001503.022 (b) Foreclosure. Foreclose this Indenture by instituting a foreclosure suit in any court having jurisdiction. Borrower hereby waives all right to appraisal allowed under any Laws, which appraisal may be obtained at the option of Beneficiary; (c) Offset Rights. Apply in satisfaction of the Secured Debt or any amount at any time to become due or payable in connection with the ownership, occupancy, use, restoration or repair of the Property, any deposits or other sums credited by or due from Beneficiary to Borrower, including, without limitation, Insurance Proceeds, Taking Proceeds and funds held in the escrow account referred to in Paragraph 4.4; (d) Cure of Default. Without releasing Borrower frons any obligation hereunder or under the Loan Documents, cure any Event of Default. In connection therewith, Beneficiary may enter upon the Property and do such acts and things as Beneficiary deems necessary or desirable to protect the Property or the Leases, including, without limitation. (ii) paying, purchasing, contesting or compromising any encumbrance, charge, lien, or claim, Property Taxes and Charges or Property Liabilities; (i) paying any Insurance Premiums, and (iii) employing counsel, accountants, contractors and other appropriate persons to assist Beneficiary in the foregoing_ Should Beneficiary make any such payments, the amount thereof shall be secured hereby and Borrower shall reimburse Beneficiary therefor immediately upon demand, and said amount shall bear interest at the After -Maturity Rate specified in the Note until repaid; (e) Possession of Property. Take physical possession of the Property and of all books, records, documents and accounts relating thereto and exercise, without interference from Borrower, any and all rights which Borrower has with respect to the Property, including, without limitation, the right at Borrower's expense to rent and lease the same, to hire a professional property manager for the Property and to apply any rents, royalties, income or profits collected to the reduction of the Secured Debt without in any way curing any default. If necessary to obtain possession as provided for above, Beneficiary may, without exposure to Iiability from Borrower or other persons, invoke any and all legal remedies to dispossess Borrower, including, without limitation, one or more actions for forcible entry and detainer, trespass and restitution. In connection with any action taken by Beneficiary pursuant to this subparagraph (e), Beneficiary shall not be liable for any loss sustained by Borrower resulting from any failure to let the Property or from any other act or omission of Beneficiary in managing the Property unless caused by the willful misconduct or bad faith of Beneficiary, nor shall Beneficiary be obligated to perform or discharge any obligation, duty or liability under any Lease or by reason of any Loan Document. Borrower hereby agrees to indemnify, hold harmless and defend Beneficiary from and against any liability, loss or damage incurred by Beneficiary under any Lease or under the Loan Documents as a result of Beneficiary's exercise of rights or remedies under any of the Loan Documents. Should Beneficiary incur any such Iiability, the amount thereof shall be secured hereby and Borrower shall reimburse Beneficiary therefor immediately upon demand, and said amount shall bear interest at the After -Maturity Rate specified in the Note until repaid. Beneficiary shall have full power to 21- DEED OF TRUST AND SECURITY AGREEMENT UUUMEwMWDOZ*o SWO Public Record r Non-Orr al eZ2 —of38 CZateaBy: dsavi is n 20050818001503.023 make from time to time all alterations, renovations, repairs and replacements to the Property as may seem proper to Beneficiary; (f) Remedies under State Law. Beneficiary shall have the right to exercise all rights under laws of the State, whether or not herein specified, including without limitation those described or referred to in Exhibit B of the Indenture; (g) Receiver. Secure the appointment of a receiver or receivers, as a matter of right for the Property whether such receivership be incident to a proposed sale of such Property or otherwise, and without regard to the value of the Property or the solvency of Borrower. Borrower hereby consents to the appointment of such receiver or receivers, waives any and all defenses to such appointment and agrees not to oppose any application therefor by Beneficiary. The appointment of such receiver, trustee or other appointee by virtue of any court order, or Laws shall not impair or in any manner prejudice the rights of Beneficiary to receive payment of the rents and income pursuant to the Lease Assignment; (h) Uniform Commercial Code Remedies. Exercise any and all rights of a secured party with respect to the Personalty under the Uniform Commercial Code of the State and in conjunction with, in addition to or in substitution for those rights and remedies: (i) take possession of, assemble and collect the Personalty or render it unusable by Borrower; and (ii) require Borrower to assemble the Personalty and make it available at any place Beneficiary may designate sc as to allow Beneficiary to take possession or dispose of the Personalty. Written notice trailed to Borrower, as provided herein, fifteen (15) days prior to the date of public sale of the Personalty or prior to the date after which private sale of the Personalty will be made, shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with a sale of Property as provided in this Indenture. In the event of a foreclosure sale, whether made by Beneficiary under the terms hereof, or under judgment of a court, the Personalty and the other parts of the Property may, at the option of Beneficiary, be sold in parts or as a whole. It shall not be necessary that Beneficiary take possession of the Personalty prior to the time that any sale pursuant to the provisions of this subparagraph is conducted and it shall not be necessary that the Personalty be present at the location of such sale; A CARBON, PHOTOGRAPH OR OTHER REPRODUCTION OF THIS INDENTURE OR ANY FINANCING STATEMENT RELATING TO THIS INDENTURE SHALL BE SUFFICIENT AS A FINANCING STATEMENT TO THE EXTENT ALLOWED BY THE LAWS OF THE STATE. THIS INDENTURE IS EFFECTIVE AND SHALL BE EFFECTIVE AS A FINANCING STATEMENT FILED AS A FIXTURE 22- DEED OF TRUST AND SECURITY AGREEMENT uTUCUM?=NeOT4 G ar$A5 E ublcc Record r er: on- r er arc _rey:YI I Ci :ZJTJ2UlFI. , P5-' 20050818001303.024 FILING WITH RESPECT TO ALL GOODS WHICH ARE OR ARE TO BECOME FIXTURES INCLUDED WITHIN THE PROPERTY AND IS TO BE FILED FOR RECORD IN THE REAL ESTATE RECORDS OF THE LOCATION IN THE STATE WHERE THE PROPERTY IS SITUATED. THE MAILING ADDRESS OF BENEFICIARY AND THE ADDRESS OF BORROWER FROM WHICH INFORMATION CONCERNING THE SECURITY INTEREST MAY BE OBTAINED ARE SET FORTH ON THE COVER SHEET HEREOF; (i) Sale. Sell the Property as provided in Exhibit B or under applicable laws of the State; 0) judicial Actions. Commence and maintain an action or actions in any court of competent jurisdiction to foreclose this Indenture pursuant to the Laws of the State or to obtain specific enforcement of tle covenants of Borrower hereunder. Borrower agrees that such covenants shall be specifically enforceable by injunction or any other appropriate equitable remedy; (k) Subrogation Have and exercise all rights and remedies of any person, entity or body politic to wham Beneficiary renders payment or performance in connection with the exercise of its rights and remedies under the Loan Documents, including, without limitation, any rights or remedies under any mechanics' or vendors' lien or liens, superior titles, mortgages, deeds of trust, liens, encumbrances, rights, equities and charges of all kinds heretofore or hereafter existing on the Property to the extent that the same are paid or discharged from the proceeds of the Note whether or not released of record; and (I) Other. Take such other actions or commence such other proceedings as Beneficiary deems necessary or advisable to protect its interest in the Property and its ability to collect: the Secured Debt as are available under Laws. In the case of the occurrence of an Event of Default under Section 4.16 hereof, Beneficiary shall have the right to take any and all action or to make any report or notification required by OFAC or any other applicable governmental entity or agency or by the Laws relating to the SDN list. Any sums advanced by Beneficiary under this Paragraph 8.2 shall bear interest at the After -Maturity Rate specified in the Note, shall be payable by Borrower on demand and, together with such interest, shall constitute a part of the Secured Debt. All sums realized by Beneficiary under this Paragraph 8.2, less all costs and expenses incurred by Beneficiary under this Paragraph 8.2, including, without limitation, attorneys' fees and disbursements, property management fees, costs of alterations, renovations, repairs and replacements made or authorized by Beneficiary and all expenses incident to Beneficiary taking possession of the Property, and such sums as Beneficiary deems appropriate as a reserve to meet future expenses of the Property, shall be applied to the Secured Debt in such order as Beneficiary shall determine. Thereafter, any balance shall be paid to the person or persons legally entitled thereto. 23- DEED OF TRUST AND SECURITY AGREEMENT U: W WNtEN110rFlDOT.doe 6fNb5 Public Record Truer Tion 7r�er Sz: c t_: rea ed BY: dsavidis Prilited: 20050818007503.025 8.3. Holding Over. Should Borrower, after an Event of Default, continue in possession of the Property, either lawfully or unlawfully, Borrower shall be a tenant frons day to day, terminable at the will of either Borrower or Beneficiary, at a reasonable rental per diem, based upon the value of the Properly occupied computed by Beneficiary in its sole, unfettered discretion, such rental to be due and payable daily to Beneficiary. 8.4. General Provisions. (a) Multiple Sales. Several sales may be made pursuant to Paragraph 8.2 without exhausting Beneficiary's right to such remedy for any unsatisfied part of the Secured Debt and without exhausting the power to exercise such remedy for any other part of the Secured Debt, whether matured at the time or subsequently maturing. If part of the Property is sold pursuant to Paragraph 8.2, and the proceeds thereof do not fully pay and satisfy the Secured Debt, such sale, if so made, shall not in any manner affect the unpaid and unsatisfied part of the Secured Debt, but as to such unpaid and unsatisfied part, the Loan Documents shall remain in full force and effect as though no such sale had been made. (b) Cumulative Remedies. All of the rights, remedies and options set forth in Paragraph 8.2 or otherwise available at law or in equity are cumulative and may be exercised without regard to the adequacy of or exclusion of any other right, remedy, option or security held by Beneficiary. (c) Right to Purchase. At any sale or sales of the Property pursuant to Paragraph 8.2, Beneficiary shall have the right to purchase the Property being sold, and in such cases the right to credit the amount of the bid made therefor (to the extent necessary to satisfy such bid) against the amount of the Secured Debt then due. (d) Right to Terminate Proceed' . Beneficiary may, at any time before conclusion of any proceeding or other action brought in connection with its exercise of the remedies provided for in Paragraph 8.2, terminate, without prejudice to Beneficiary, such proceedings or actions. (e) No Waiver or Release. Beneficiary may resort to any remedies and the security given by the Loan Documents in whole or in part, and in such portions and in such order as may seem best to Beneficiary in its sole, unfettered discretion, and any such action shall not in any way be considered as a waiver of any of the rights, benefits or remedies evidenced by the Loan Documents. The failure of Beneficiary to exercise any right, remedy or option provided for in the Loan Documents shall not be deemed to be a waiver of any of the covenants or obligations secured by the Loan Documents. No sale of all or any of the Property, no forbearance on the part of Beneficiary and no extension of the time for the payment of the whole or any part of the Secured Debt or any other indulgence given by Beneficiary to Borrower or any other person or entity, shall operate to release or in any 24- DEED OF TRUST AND SECURITY AGREEMENT U: 1PL3C.'ytENvNwr.dx gams Public Record Irder: ri- r oc: Created y: dsavidis Frinted: 0 20050818001503.026 manner affect Beneficiary's interest in the Property or the liability of Borrower to pay the Secured Debt. (f) Waivers and Agreements ReMdjag Remedies. To the full extent Borrower may do so, Borrower hereby: (i) agrees that Borrower will not at any time insist upon, plead, claim or take the benefit or advantage of any laws now or hereafter in force providing for any appraisement, valuation, stay, extension or redemption, and waives and releases all rights of redemption, valuation, appraisement, stay of execution, extension and notice of election to mature or declare due the whole of the Secured Debt; (ii) waives all rights to a marshaling of the assets of Borrower, including the Property, or to a sale in inverse order of alienation in the event of foreclosure of the interests hereby created, and agrees not to assert any right under any Law pertaining to the marshaling of assets, the sale in inverse order of alienation, the exemption of homestead, the administration of estates of decedents, or other matters whatsoever to defeat, reduce or affect the right of Beneficiary under the terms of the Loan Documents to a sale of the Property for the collection of the Secured Debt without any prior or different resort for collection, or the right of Beneficiary to the payment of the Secured Debt out of proceeds of the sale of the Property in preference to every other claimant whatsoever; (iii) waives any right to bring or utilize any defense, counterclaim or setoff other than one which denies the existence or sufficiency of the fact-, upon which the action is grounded. If any defense, counterclaim or setoff, other than one permitted by the preceding sentence, is timely raised in such foreclosure action, such defense, counterclaim or setoff shall be dismissed. if such defense, counterclaim or setoff is based on a claim which could be tried in an action for money damages, such claim may be brought in a separate action which shall not thereafter be consolidated with Beneficiary's foreclosure action. The bringing of such separate action for money damages shall root be deemed to afford any grounds for staying Beneficiary's action; (iv) waives and relinquishes any and all rights and remedies which Borrower may have or be able to assert by reason of the provisions of any laws pertaining to the rights and remedies of sureties; and (v) waives the defense of laches and any applicable statutes of limitation. (g) BeneficigoLs Discretion. Beneficiary may exercise its options and remedies under any of the Loan Documents in its sole, unfettered discretion. (h) Sales. In the event of a sale or other disposition of the Property pursuant to Section 8.2 and the execution of a deed or other conveyance pursuant thereto, the recitals 25- DEED OF TRUST AND SECURITY AGREEMENT UVUMxrorrn Tr be WiTis Public keeord r er: on r r rM VoC: K(-.ZUU5 ZtJlJ5U6j800jb(T3 Page 26 o —Created vl I Printed: 21-9120TO MM 20050818001503.027 therein of facts (such as default, the giving of notice of default and notice of sale, demand that such sale should be made, postponement of We, terms of sale, We, purchase, payment of purchase money and other facts affecting the regularity or validity of such sale or disposition) shall be conclusive proof of the truth of such facts. Any such deed or conveyance shall be conclusive against all persons as to such facts recited therein. The acknowledgment of the receipt of the purchase money, contained in any deed or conveyance executed as aforesaid, shall be sufficient to discharge the grantee of all obligations to see to the proper application of the consideration therefor as herein provided. The purchaser at any Trustee's or foreclosure sale hereunder may disaffirm any easement granted or rental agreement or Lease made in violation of any provision of the Loan Documents, and may take immediate possession of the Property free from, and despite the terms of, such grant of easement and rental or Lease. 9. POSSESSION AND DEFEASANCE. 9.1. Possession. Until the occurrence of an Event of Default and except as otherwise expressly provided to the contrary, Borrower shall retain full possession of the Property, subject, however, to all of the terms and provisions of the Loan Documents. 9.2. Defeasance. If all of the Secured Debt is paid as the same becomes due and payable and if all of the covenants, warranties, conditions, undertakings and agreements made in the Loan Documents are kept and performed, then in that event only, all rights under the Loan Documents shall terminate and the Property shall become wholly clear of the liens, grants, security interests, conveyances and assignments evidenced hereby, and Beneficiary shall release or cause to be released, such liens, grants, assignments, conveyances and security interest in due form at Borrower's cost, and this Indenture shall be void. Recitals of any matters or facts in any instrument executed hereunder shall be conclusive proof of the truthfulness thereof. To the extent permitted by law, such an instrument may describe the grantee as "the person or persons legally entitled thereto." Beneficiary shall not have any duty to determine the rights of persons claiming to be rightful grantees of any of the Property. When the Property has been fully released, such release shall operate as a reassignment of all future rents, issues and profits of the Property to the person or persons legally entitled thereto, unless such release expressly provides to the contrary. 10. GENERAL. 10.1. Peneficiary's Richt to Waive. Consent or Relere. Beneficiary may at any time and from time to time, in writing: (a) waive compliance by Borrower with any covenant herein made by Borrower to the extent and in the manner specified in such writing; (b) consent to Borrower doing any act which Borrower is prohibited hereunder from doing, or consent to Borrower's failing to do any act which Borrower is required hereunder to do, to the extent and in the manner specified in such writing; ox (c) release any part of the Property, or 26- DEED OF TRUST AND SECURITY AGREEMENT u:VMCV&rr NWCr3. RnM Public Record r er: MWOMPYe-arch oc: rea y: savl I 20050818001503.028 any interest therein from this Indenture and the lien of the Loan Documents. No such act shall in any way impair the rights hereunder of Beneficiary, except to the extent specifically agreed to by Beneficiary in such whiting. 10.2. No Impairment. 'she interests and rights of Beneficiary under the Loan Documents shall not be impaired by any indulgence, including, without limitation, (a) any renewal, extension or modification which Beneficiary may grant with respect to any of the Secured Debt, (b) any surrender, compromise, release, renewal, extension, exchange or substitution which Beneficiary may grant in respect of the Property or any interest therein, or (c) any release or indulgence granters to any maker, endorser, guarantor or surety of any of the Secured Debt, 10.3. Amendments. The Loan Documents may not be waived, changed or discharged orally, but army by an agreement in writing and signed by Beneficiary, and any oral waiver, ch€ngv or disr.Wge or any provision of the Loan Documents shall be without authority and of no force and effect. Such waiver, change or discharge shall be effective only in the specific instances and for the purposes for which given and to the extent therein specified. 10.4. No. Usury, _'jiy provision contained in any of the Loan Documents notwithstanding, Beneficiary shall not be entitled to receive or collect, nor shall Borrower be obligated to pa,, interest on, any of the Secured Debt in excess of the maximum rate of interest permitted by applicable Laws, and if any provision of the Loan Documents shall ever be construed or held to permit the collection or to require the payment of any amount of interest in excess of that permitted by such Laws, the provisions of this paragraph 10.4 shall control unless contrary or inconsistent with any provision of the Note, in which case the provision of the Note shall control. Borrower's and Beneficiary's intent is to conform strictly to the usury laws now i;n force, and the Loan Documents evidencing or relating to any of the Secured Debt shall be held subject to reduction to conform to said Laws as now or hereafter construed. 10.5. Notices. Any notice, request, demand or other communication required or permitted under the Loan Doctunents (uriless otherwise expressly provided therein) shall be given in writing by delivering the same in person to the intended addressee, by overnight courier service with guaranteed next day delivery or by certified United States Mail, postage prepaid or telegrain sent to the intended addressee at the applicable Notice Address or to such different address as either Borrower or Beneficiary shall have designated by written notice to the other sent in accordance hernvith. Such notices shall be deemed given when received or, if earlier, in the case of delivery by certified United States Mail, two (2) days after deposit therein. No notice or demand on Borrower in any case shall of itself entitle Borrower to any other or further notice or demand in similar or other circumstances. 10.6. Successors and Assigns. The terms, provisions, covenants and conditions hereof shall be binding upon Borrower, and any permitted successors and assigns of 27- DEED OF TRUST AND SECURITY AGREEMENT 1JAPLt0RENWXT*T.4oc Wo Public Record r erTNon-Ur Sa�cF'"tea:KC7005 ZUU15W18001503 page ZH-OT 38 Createdy: asavidis rin e -d: L]9T= = 20060818001503.029 Borrower, and shall inure to the benefit of Beneficiary and its successors, substitutes and assigns and Trustee and its successors and assigns in trust, and shall constitute covenants running with the Land. All references in this Indenture to Borrower, Beneficiary or Trustee shall be deemed to include all such successors, substitutes and assigns. If, in contravention of the provisions of this Indenture or otherwise, ownership of the Property or any portion thereof becomes vested in a person other than Borrower, Beneirciary may, without notice to the Borrower, whether or not Beneficiary has given written consent to such change in ownership, deal with such successor or successors in interest with reference to the Loan Documents and the Secured Debt in the "same manner ay with Borrower, without in any way vitiating or discharging Beneficiary's remedies under or Borrower's liability under the Loan Documents or on the Secured Debt. 10.7. Severability. A determination that any provision of the Loan Documents is unenforceable or invalid shall not affect the enforceability or validity of any other provision, and any determination that the application of any provision of the Loan Documents to any person or circumstances is illegal or unenforceable shall not affect the enforceability or validity of such provision as it may apply to any other persons or circumstances. 10.9. Gender and Construction. Within this Indenture, words of any gender shall be held and construed to include any other gender, and words in the singular number shall be held and construed to uzclude the plural, unless the context otherwise requires. References in this Indenture to "herein," "hereunder," or "hereby" shall refer to this entire Indenture, unless the context otherwise requires. When the phrase "in its sole, unfettered discretion" is used in the Loan Documents with respect to Beneficiary, it shall permit Beneficiary to evaluate such criteria as it chooses in approving or disapproving the requested or pending action. 10.9. Joint and Several Liability. If Borrower is composed of more than one party, the obligations, covenants, agreements, representations and warranties contained within the Loan Documents, as well as the obligations arising thereunder, are and shall be joint and several as to each such party. 10.10. Modifications. References to any of the Loan Documents in this Indenture shall be deemed to include all amendments, modifications, extensions and renewals thereof. 10. 11. Governing Laws. This Indenture shall be construed according to and governed by the laws of the State - 10. 11 2. tate_10.:2. Captions. All paragraph and subparagraph captions are for convenience of reference only and shall not affect the construction of any provision herein. 10.13. Acknowledgment of Receipt. Borrower hereby acknowledges receipt, without charge, of a true and complete copy of this Indenture, 28- DEED OF TRUST AND SECURITY AGREEMENT U:SPI]CWW*N0 r&e 00/0 Public Record r : Non -Ur -der tearge 29 or 3a CreatiMtsy:dsavidisrin 0 20030818001503.030 10.14. Hazardous Waste. Borrower covenants, represents, and warrants that (a) no toxic or hazardous substances, including without limitation asbestos and the group of organic compounds known as polychlorinated biphenyls, (collectively, allazardous Material") have been or shall be generated, treated, stored or disposed of, or otherwise deposited in or located on the Property, including without limitation the surface and subsurface waters of the Property; (b) no activity has been or shall be undertaken on the Property which would cause (i) the Property to become a hazardous waste treatment, storage or disposal facility within the meaning of, or otherwise bring the Property within the ambit of, the Resource Conservation and Recovery Act of 1976 ("RCRA' ), 42 U.S.C. § 6901 et seg., or any similar state law or local ordinance, (ii) a release or threatened release of hazardous waste from the Property within the meaning of; or otherwise bring the Property within the ambit of, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), 42 U.S.C. §§ 9601- 9657, as amended by the Superfund Amendments and Reauthmization Act of 1986 ("SARA"), or any similar state law or local ordinanceor. an, ether environmental law, or (iii) the discharge of pollutants or effluents into any water source or system, or the discharge into the air of any emissions, which would require a permit under the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et semc ., or the Clean Air Act, 42 U.S.C. § 7401, et 5M., or any similar state law or local ordinance; (c) there are and shall be no substances or conditions in or on the Property which may support a claim or cause of action under RCRA, CERCLA, SARA, or any other federal, state or local environmental statutes, regulations, ordinances or other environmental regulatory requirements collectively, the "Hazardous Material Law), and (d) there are and shall be no underground storage tanks or mderground deposits located on the Property. The activities described in paragraphs (a), (b), (c), and (d) of this paragraph 10.14 are collectively referred to as 'Hazardous Substance Activiiy. n Borrower shall defend, indemnify, and hold Beneficiary, its directors, officers, employees, agents, successors and assigns harmless from all loss, cost damage, claim and expense (including attorney fees and costs, whether at trial, on appeal or otherwise) in connection with the falsity in any material respect of the covenants contained herein or in connection with any and all Pre -Foreclosure Transfer Environmental Losses, including but not limited to: (i) loss, liability, damage, expense or claim arising from the imposition or recording of a lien, the incurring of costs of required repairs, clean up or detoxification and removal under any Hazardous Material Law (as defined above) with respect to the Property or liability to any third party in connection with any violation of a Hazardous Material Law, (ii) other Ioss, liability, damage, expense or claim which may be incurred by or asserted against Beneficiary directly or indirectly resulting from the presence on or under, or the discharge, emission or release from the Property into or upon the land, atmosphere, or any watercourse, body of surface or subsurface water or wetland, arising from kh9 installation, use, generation, manufacture, treatment, handling, refining, production, processing, storage, removal, clean up or disposal of any Hazardous Material (as defined above) whether or not caused by Borrower, (iii) loss of value of the Property as a result of the presence of Hazardous Material in, on, or under the Property or any such lien, clean up, detoxification, loss, liability, damage, expense or claim or a failure or defect in title occasioned by any Hazardous Material 29- DEED OF TRUST AND SECURITY AGREEMENT U:%PwCaENTON\D47r. "M Publir, Record rr er: on r er SearCh WC: KL:ZUU5 Z0050818001503 Page 57 H Createdvi is rine 0 0 20050818001503.031 or Hazardous Material Law, and (iv) foreseeable and unforeseeable incidental and consequential damages. As used in this paragraph, "Pre -Foreclosure Transfer Environmental Losses" means losses suffered or incurred by Beneficiary prior to a Foreclosure. Transfer (defined below) that arise out of or result from (i) the occurrence, at any time prior to a Foreclosure Transfer, of any Hazardous Substance Activity; (ii) any investigation, inquiry, order, hearing, action, or other proceeding by or before any governmental agency in connection with any Hazardous Substance Activity occurring or allegedly occurring at any time prior to a Foreclosure Transfer; or (iii) any claim, demand or cause of action, or any action or other proceeding, whether meritorious or not, brought or asserted against Beneficiary which relates to, arises from or is based on any of the matters described in clauses (i), or (ii) hereof, or any allegation of any such matters. As used in this paragraph, the phrase "at any time prior to a Foreclosure Transfer" includes the period between the time of Borrower's disposition of the Property and the time of a Foreclosure Transfer (in the event that Borrower disposes of the Property prior to a Foreclosure Transfer), as well as the period during which Borrower holds title to the Property. A "Foreclosure Transfer" means the transfer of title to all or any part of the Property at a foreclosure sale under this Deed of Trust, either pursuant to judicial decree or the power of sale contained in the Deed of Trust, or by deed in lieu of such foreclosure. Borrower shall pay when due any judgments or claims for damages, penalties or otherwise against Beneficiary, and shall assume the burden and expense of defending all suits, administrative proceedings and resolutions of any de-scription with all persons, political subdivisions or government agencies ariEing out of the occurrences set forth in this Deed of Trust. In the event that such payment is not made, Beneficiary, at its sole discretion, may proceed to file suit against Borrower to compel such payment. 10.15. J_m Waiver. RECOGNIZING THAT ANY DISPUTE ARISING HEREUNDER WILL BE COMMERCIAL IN NATURE AND COMPLEX, AND IN ORDER TO MINIMIZE THE COSTS INVOLVED IN THE DISPUTE RESOLUTION PROCESS, THE UNDERSIGNED HEREBY WAIVES THE RIGHT TO A TRIAL BY JURY. 10.16. Limited Recourse. The liability of the Borrower hereunder and under the other Loan Documents is limited as provided in Paragraph 12 of the Note. 10.17. Exhibits. The following are the Exhibits referred to in dais Indenture, which are hereby incorporated by reference herein: Exhibit A - Property Description Exhibit B - State Law and Additional Provisions [Signature appears on following,page.] 30- DEED OF TRUST AND SECURITY AGREEMENT UAPUMENTONWOT &c encs Public Record Order: Non -Ur -der arch UOC: age O C e y: vl i f! 20050818001503.032 IN WITNESS WHEREOF, this instrument has been executed by -the undersigned under seal on this -:a _ day of August, 2005. J.G. RENTON, L.L.C., a Washington limited liability cmr any CIZ3By: aS . is n, Member STATE OF WASHINGTON ) • ) ss. County of _.) I certify that I know or have satisfactorf evidence that Thomas A. Ellison is the person who appeared before mc, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as a Member of J.G_ Renton, L.L.C., a Washington limited liability company, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument Dated: August _ _, 2005 Print NaaMMME�u. k -..F Notary Public in and for S e of Washington, residing at My appointment expires: �4 31- DEED OF TRUST AND SECURITY AGREEMENT u_vuC�xmrn�ar aro anon Pubhe Record Trdei : Non=Oi r rcDoc. age iz ocreated y: HKaVidis rine J91 0 20050818001503.033 EXHIBIT A TO DEED OF TRUST AND SECURITY AGREEMENT Grantor: J.G. RENTON, L.L.C., a Washington limited liability company Beneficiary: PROTECTIVE LIFE INSURANCE COMPANY The Land described in the referenced instrument is located in King County, Washington, and is described as follows: THAT PORTION OF LOTS 2 THROUGH 6, BLOCK 5, SARTORISVILLE, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 8 OF PLATS, PAGE(S) 7, IN KING COUNTY, WASHINGTON, AND LOTS I THROUGH 6, BLOCK 6, REPLAT OF BLOCK 6, SARTORISVILLE, ACCORDING TO THE PLAT THEREOF RECORDED 1N VOLUME 27 OF PLATS, PAGE(S) 6, IN KING COUNTY, WASHINGTON, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF LOT 2, BLOCK 5 OF SAID PLAT OF SARTORISVILLE; THENCE SOUTH 00°06'51" WEST ALONG THE EAST LINE OF LOTS 2 THROUGH 6 IN SAID PLAT AND OF LOT I IN THE REPLAT OF BLOCK 6 OF THE PLAT OF SARTORISVILLE A DISTANCE OF 317.80 FEET; THENCE SOUTH 47°57'55" WEST ALONG THE SOUTHEASTERLY LINE OF LOTS 1 THROUGH 6 IN BLOCK 6 OF SAID REPLAT, A DISTANCE OF 300.86 FEET; THENCE NORTH 42°02'05" WEST ALONG THE SOUTHWESTERLY LINE OF SAID LOT 6 A DISTANCE OF 77.39 FEET; THENCE NORTH 00°06'51" EAST ALONG THE WEST LINE OF SAID LOTS 3 THROUGH 6 IN SAID REPLAT A DISTANCE OF 221.63 FEET; THENCE CONTINUING NORTH 00°06'51" EAST ALONG THE EAST LINE OF THE WEST 5.00 FEET OF LOT 6 AND THE SOUTH 10.00 FEET OF LOT 5 OF THE PLAT OF SARTORISVILLE A DISTANCE OF 50.01 FEET TO THE NORTH LINE OF THE SOUTH 10.00 FEET OF SAID LOT 5; THENCE SOUTH 89058'49" WEST ALONG SAID NORTH LINE A DISTANCE OF 5.00 FEET; THENCE NORTH 0000651 " EAST ALONG THE WEST LINE OF LOTS 4 AND 5 iN SAID PLAT A DISTANCE OF 90.02 FEET TO THE NORTH LINE OF SAID LOT 4; THENCE NORTH 89058'49" EAST ALONG SAID NORTH LINE A DISTANCE OF 5.00 FEET; THENCE NORTH 00°06'51" EAST ALONG THE EAST LINE OF THE WEST 5.00 FEET OF LOT 3 A DISTANCE OF 50.01 FEET TO THE SOUTH LINE OF LOT 2 IN SAID PLAT; 1- EXHIBIT A TO DEED OF TRUST AND SECURITY AGREEMENT &SIDS Public Record Tiler r er Search Doc: vage -5-5 or 3ti Createdsavr s rine , Psi 20050818001503.0.34 THENCE SOUTH 89°5$49" WEST ALONG SAID SOUTH LINE A DISTANCE OF 5.00 FEET TO THE WEST LINE OF SAID LOT 2; THENCE NORTH 00°06'51" EAST ALONG SAID WEST LINE A DISTANCE OF 50.01 FEET TO THE NORTHWEST CORNER OF SAID LOT 2; THENCE NORTH 89°5849" EAST ALONG SAID NORTH LINE A DISTANCE OF 280.00 FEET TO THE TRUE POINT OF BEGINNING. 2- EXHIBIT A TO DEED OF TRUST AND SEC,UR?TY AGREEMENT U:1puCumm'WO TAA i1m Public Record rider: - r er Searm u5c: rC:zuub Mu5U818001503 Page 34 or 38 Createn: 0savidis . 20050818001503.035 EXHIBIT B TO DEED OF TRUST AND SECURITY AGREEMENT WASHINGTON STATE LAW AND ADDITIONAL PROVISIONS 1. Definitions. For purposes of this Deed of Trust, the following defined terms shall have the following meanings: (a) Borrower shall mean Grantor and Debtor. (b) Beneficiary shall also mean Secured Party. 2. Enforcement. (a) Power of Sale. Beneficiary may direct Trustee, and Trustee shall be empowered, to foreclose the Property by advertisement and exercise of sale under applicable law by delivering to Trustee a written declaration of default and demand for sale and written notice of default and Beneficiary's election to cause the Property to be sold, which notice Trustee shall cause to be recorded, filed for record, mailed, published and/or posted as may be required by law. After the lapse of the period required by law following the recordation of said notice of default, and notice of sale having been given as required by law, Trustee, without demand on Borrower, shall sell the Property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may determine, or otherwise in the manner prescribed by law, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of the Property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Borrower, Trustee, or Beneficiary, may purchase at such sale. All unexpired hazard insurance on the property so sold shall pass to and inure to the benefit of the purchaser of such property at such sale and Beneficiary is hereby irrevocably authorized to assign in Borrower's name to such purchaser all such policies, which may be amended or rewritten to show the interest of such purchaser. I - EXHIBIT B - WASHINGTON STATE LAW AND ADDITIONAL. PROVISIONS UAPLICRENTOMDOY.doe VMS Public Record JF -Mr: on r er SeaFM Doc. KC:2005 200506180M50-3 Fage J5 o rea e y. dsavidis PrInTeM 20050818001503.036 (b) Attorney Fees, Proceeds of Sale. If foreclosure be made by Trustee, to the extent allowed by law, reasonable attorney fees for services in the supervision of foreclosure proceedings shall be allowed by Trustee as part of the costs of foreclosure. After deducting all costs, fees and expenses of Trustee and of this Deed of Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of all sums expended under the terms hereof, not then repaid, with accrued interest as provided in the Note; all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto. 3. Use of Property, The Property is not principally used for agricultural purposes_ 4. Pre ent Restrictions• Fre a ent Premium. The Note provides that the Note may not be prepaid, in whole or in part, without payment of a prepayment premium, except as provided therein. 5. Late Charre_ The Note provides that if any payment is not made on or before the eleventh (l lth) day after its due date, Beneficiary, at its option, may assess a late charge equal to four percent (4%) of each dollar not timely paid, and that such late charge shall be due and payable on demand, Bellefmiary, at its option, may (a) refuse any late payment or any subsequent payment unless accompanied by such late charge, (b) add such late charge to the principal balance of the Note or (c) treat the failure to pay such late charge as demanded as a default under the Note. If such late charge is added to the principal balance of the Note, it shall bear interest at the After -Maturity Rate (as defined in the Note). 6. Expenses and Attorney Fees. if Beneficiary refers the Note to an attorney for collection or seeks legal advice following a default alleged in good faith under the Note; if Beneficiary is the prevailing party in any litigation instituted in connection with the Note; or if Beneficiary or any other person initiates any judicial or nonjudicial action, suit or proceeding in connection with the Note, the indebtedness evidenced thereby or the security therefor (including, but not limited to, an action to recover possession of the Property after foreclosure), and an attorney is employed by Beneficiary to (a) appear in any such action, suit or proceeding, or (b) reclaim, seek relief from a judicial or statutory stay, sequester, protect, preserve or enforce Beneficiary's interest in the Note, the Deed of Trust or any other security for the Note (including but not limited to proceedings under federal bankruptcy law, in eminent domain, under probate proceedings, or in connection with any state or federal tax lien), then in any such event, to the extent allowed by law, Borrower shall pay attorney fees and costs and expenses incurred by Beneficiary and/or its attorney in connection with the above-mentioned events and any appeals related to such events, including but not limited to costs incurred in searching records, the cost of title reports, the cost of expert witnesses, the cost of appraisals, the cost cf surveyors' reports and the cost of environmental surveys. if not paid within ten (10) days after such fees, costs and expenses become due and written demand for payment is made upon Borrower, such amount may, at Beneficiary's option, be added to the principal of the Note and shall bear interest at the After -Maturity Rate. 2 - EXHIBIT D - WASHINGTON STA'T'E LAW AND ADDITIONAL PROVISIONS UAPL[C%ENraNmnoT.aoc 8!3705 Public Record r r:on- r er e:mac t g OT 60 Creatafy: w sPrinted: 20050818001503.037 7. Taxes and Insurance Reserves Waiver By Beneficigg. If Beneficiary waives the covenant to prepay Property Taxes and Charges and Insurance Premiums as required in Paragraph 4.4, or if Borrower does not make the required prepayments sufficient for Beneficiary to pay such charges, then Borrower shall pay such charges when due and upon demand provide Beneficiary satisfactory evidence of such payment and coverage. Such payment does not excuse breach of the covenant to prepay such charges to Beneficiary. Borrower's timely payment of the property taxes and assessments on the installment basis allowed by law shall be deemed for purposes hereof as "payment when due." 8. Notice and Opportunityto Cure. Notwithstanding any other provision of this Deed of Trust, Beneficiary shall not accelerate the sums secured hereby because of a nommonetary default (defined below) by Borrower unless Borrower fails to cure the default within thirty (30) days of the date on which Beneficiary gives written notice of the default to Borrower. For purposes of this Deed of Trust, the term "nonmonetmy default" means a default described in Section 8.1 (c) of this Deed of Trust. If a nonmonetary default is capable of being cured and the cure cannot reasonably be completed within the thirty (30) day cure period, the cure period shall be extended up to sixty (60) days so tong as Borrower has commenced action to cure within the thirty (30) day cure period, and in Beneficiary's opinion, Borrower is proceeding to cure the default with due diligence. No notice of default and no opportunity to cure shall be required if during any 12 -month period Beneficiary has already sent a notice to Borrower concerning default in the performance of the same obligation. None of the foregoing shall be construed to obligate Beneficiary to forebear in any other mariner from exercising its remedies and Beneficiary may pursue any other rights or remedies which Beneficiary may have because of a default.j 9. Additional UCC Provisions. (a) Borrower is an Organization Type of Organization — limited liability company Jurisdiction of Organization - Washington Organizational Identification No. - 601 881 721 (b) State of Organization. If Borrower is an entity, Borrower shall not change the state of its organization, without the prior express written consent of Beneficiary. (c) Place of Business. Borrower agrees that so long as any of its obligations hereunder, or under the Loan Documents, remain unsatisfied it will not change its place of business, or if it has more than one place of business, it will not change its chief executive office (i.e., the place from where the Borrower manages the main part of its business operations or affairs), unless Borrower shall have delivered to Beneficiary written notice of such proposed change not less than thirty (30) days before the effective date of such change and shall have taken all action which Beneficiary determines to be reasonably necessary or desirable to file or amend any Uniform Commercial Code financing statement or continuation statement regarding the loan evidenced and secured by the Note and the Loan Documents. I - EXHIBIT B - WASHINGTON STATE LAW AND ADDITIONAL PROVISIONS LS:I WORENTON00T.doc Mos Public Record Irder. Non -order bearm Doc: a 37 of 38 Lreatedy: asavicils Printed, i 20030818001503.038 (d) Place of Residence. If Borrower as an individual is executing this instrument, Borrower agrees that so long as any of it obligations hereunder, or under the Loan Documents, remain unsatisfied, Borrower will not change his/her place of residence, unless Borrower shall have delivered to Beneficiary written notice of such proposed change not less than thirty(30) days before the effective date of such change, and shall have taken all action which Beneficiary determines to be reasonably necessary or desirable to file or amend any Uniform Commercial Code financing statement or continuation statement regarding the loan evidenced and secured by the Note and the Loan Documents. (e) Borrower Name or Identity. Borrower shall not change its name or identity unless Borrower shall have delivered to Beneficiary written notice of such proposed change not Iess than thirty (30) days before the effective date of such change and shall have taken all action which Beneficiary determines to be reasonably necessary or desirable to file or amend any Uniform Commercial Code financing statement or continuation statement regarding the loan evidenced and secured by the Note and the Loan Documents. 10. References to UCC. Any reference in this Indenture of any Loan Document to the Uniform Commercial Code or the UCC shall refer to the Uniform Commercial Code as now adopted and amended from time to time in the state. 11. Coo ration With Respgqt to Personally. Borrower shall promptly upon request of Beneficiary: {i) join with the Beneficiary in notifying any third party, who is in possession of any Personalty, of Beneficiary's security interest in such Personalty and obtaining the acknowledgment from such third party that it is holding such Personalty for the benefit of Beneficiary; or (ii) cooperate with Beneficiary in obtaining control (as defined in the Uniform Commercial Code) with respect to Personalty consisting of deposit accounts, I etter-of-credit rights and electronic chattel paper. Borrower shall promptly upon request of Beneficiary: (i) join with the Beneficiaiy in notifying any third party, who is in possession of any Personalty, of Beneficiary's security interest in such Personalty and obtaining the acknowledgment from such third party that it is holding such Personalty for the benefit of Beneficiary; or (ii) cooperate with Beneficiary in obtaining control (as defined in the Uniform Commercial Code) with respect to Personalty consisting of deposit accounts, letter -of -credit rights and electronic chattel paper. 12. Non -Residential Use. Borrower represents and warrants to Beneficiary that the Premises is not and will not be considered a residence unless and until an occupancy permit is granted under local law and a copy of the same is provided to Beneficiary. 13. Borrower's Notice. ORAL AGREF.MEN S OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING PAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. (RCW 19.36) Initials of Borrower 2 - EXHIBIT B - WASHINGTON STATE LAW AND ADDITIONAL PROVISIONS UAPLICUMMOM OTAm uWas Public Record r r. rch Doc' ge y: asavials FlrinFM: 0 Return Address: Don G. Carter McEwen Gisvold LLP I i 0o S.W. Sixth Avenue, Suite 1600 Portland, OR 97204 0 20060818001304.001 Document Title(s) (or transactions contained therein): 1. Assignmerd of Rents and Leases Reference Numbers) of Documents assigned or released: - - - - (on page of dwument(s)) N/A Grantors) (last name first, then first name and initial($) MTMINS. J.G. Renton, LLC., a Washington limited liability company CF�lCA Additional names on page of document. REF#[ Grantee(s) (fast name first, then first name and Initial(s)) 1. Protectivo Life Insurance Company Add4ional names on page of document. Legal Descripfion (abbreviated: i.e., lot., block, plat or section township and range) Abbreviated legal Portion cf Lots 2-6. Block 5, Volume 8 of Plats, Page 7; and Portion of Lots 1-6, Block 6, Volume 27 of Plats, Page 6. Additbnal legal is on page of document Exhibit A Assessor's. Property Tax ParcellAccount Number. 756460-0315-00, 756460-0320-03. 75%W-0340-09, 756460-035M6, 756510-0005-05, and 756514-0023-01 Additional parcel numbers on page of docrmneni Washington State County AudltorfRecordees Indexing form faWer shf O) The Auditor/Reoorder wil rety on the irdorrnation provided on the farm. The start vAR not read the dmumerrtto von fy the accuracy or completeness of the lndaxing inhxmatian provided here EMERGENCY NONSTANDARD REQUEST I am requesting an emergency nonstandard recording for an additbM tee of SSO.W as provided in RCW 95.98.010. 1 understand that the recording pmoessing requirements may ower up or otherwise obscure some part of the tela of the original document. SIGNATURE DAVE U TLIChf[E)TM ASSIGKMFNi.boc &SIDS �Cy6', 20050818001504.002 ASSIGNMENT OF RENTS AND LEASES THE FOLLOWING meanings are hereby adopted by the undersigned for the following capitalized terms for purposes of this Agreement: a. "Owner" shall mean J.G. RENTON, L.L.C. b. "Lender" shall mean PROTECTIVE LIFE INSURANCE COMPANY. C- "Loan Amount" shall mean $2,100,000.00. d. "Owner's Notice Address" shall mean 400-112'' Avenue NE, Suite 230, Bellevue, Washington 98004. C. "Lender`s Notice Address" shall mean 2801 Highway 280 South, Birmingham, Alabama 35223, Attention: Investment Department. f "State" shall mean the State of Washington. g. "Pre-Approvcd Lease" shall mean a lease in respect to which all of the following requirements and conditions have been satisfied: (i) the demised premises under the lease contains not more than 2,000 square feet; (ii) the minimum rent actually due and payable under the lease, net of triple net charges, is not less than $11.00 per square foot per year; (iii) the term of the lease does not exceed five (5) years; (iv) the lease is on a lease form, containing terms and conditions, w has been previously approved by Lender in writing; (v) the intended use by the tenant under the lease is in compliance with Laws, as defined in the Indenture, private covenants, conditions and restrictions affecting the Property, including without limitation the Lease (as defined in the Note); and (A) within ten (10) days of the execution of such lease, Owner provides the fully executed original or duplicate original thereof to Lender. h. "Note" shall mean that certain Promissory Note of even date herewith made by J.G. Renton, L.L.C. in favor of Protective Life Insurance Company in the amount of $2,100,000. I . BY THIS ASSIGNTNIENT, the Owner, for value received, hereby absolutely and irrevocably assigns to the Lender all of Owner's right, title, privileges and interest which Owner has and may have in the leases, operating agreements, management agreements, concession agreements, licenses, and all similar agreements, now existing or hereafter made and affecting the real property and the improvements thereon described in Exhibit A attached hereto and incorporated herein by reference (collectively referred to as the "Property"), together with all extensions, renewals, modifications or replacements of said leases and 1- ASSIGNMP-14F OF RENTS AND LEASES U W U CaENTM MSSJ GNMEKTjdw Mm Public Record r r. on r er �jearcn TjOC.081801315M Page 2 of iu createadw L rl ed: 2/912010 F5771I rM PSI 0 20050818401304.003 agreements, and together with any and all guarantees of the obligations of the lessees and other obligors thereunder, whether now existing or hereafter executed, and all extensions and renewals of said guarantees. All said leases and all other said agreements described in this Paragraph 1, together with any and all guarantees, modifications, extensions and renewals thereof are hereinafter collectively and severally referred to as the "Lease." 2. OWNER'S PURPOSE in making' Assignment is to induce the Lender to make the loan in the Loan Amount to the Owner by relinquishing to Lender its right to collect and enjoy the rents, royalties, issues, profits, income and other benefits at any time accruing by virtue of the Lease (hereinafter called "Rents and Profits") as additional security for the outstanding indebtedness to Lender as evidenced by the note in favor of Lender (hereinafter called the "Obligation") dated this same date in the Loan Amount executed by Owner, and as additional security for the Owner's obligations under the Deed of Trust and Security Agreement, or Deed to Secure Debt and Security Agreement or Mortgage and Security Agreement, as applicable (referred to as the "Indenture") executed to further secure the Obligation and to furnish security for the performance of Owner's obligations contained herein. The Obligation and other said loan documents and all other documents executed in connection with this loan are referred to as the "Loan Documents." 3. THE PARTIES INTEND that this Agreement shall be a present, absolute and unconditional assignment and shall, immediately upon execution, give Lender the right to collect the Rents and Profits and to apply them in payment of the principal and interest and all other sums payable on Owner's Obligation, as well as all other sums payable under the Loan Documents. However, Lender hereby grants to Owner a license to collect, subject to the provisions set forth below and in the Loan Documents, the Rents and Profits as they respectively become due and to enforce the Lease, so long as there is no default by Owner in performance of the terms, covenants or provisions of the Obligation, the Loan Documents or this Assignment. Nothing contained herein, nor any collection of Rents and Profits by Lender or by a receiver, shat! be construed to make Lender a "mortgagee -in -possession" of the,- Property heProperty so long as Lender has not itself entered into actual possession of the Property. 4. UPON THE OCCURRENCE OF ANY DEFAULT under the terms and conditions of this Assignment or any of the Loan Documents, this Assignment shall constitute a direction to and full authority to any and all obligors under the Lease and any guarantor of the Lease to pay all Rents and Profits to Lender without proof of the default relied upon. Owner hereby irrevocably authorizes any and all obligors under the Lease and any guarantor to rely upon and comply with any notice or demand by Lender for the payment to Lender of any Rents and Profits due or to become due. Any and all obligors under the Lease and any guarantor shall have no right or duty to inquire whether a default has actually occurred and Owner shall have no claim against any obligor under the Lease or any guarantor for any Rents and Profits paid by such obligor, Lessee or such guarantor to Lender pursuant to Lender's demand or notice. 2- ASSIGNMENT OF RENTS AND LEASES U:+P[mnE rrror+ussrcivneexrdo� an�os Public Record 9Nin�Uler�arcDoc: age 3 Of lu Createdy: dsavidis Printed, 0 5, OWNER WARRANTS: (a) that no default exists or will exist on the part of Owner under any Lease; 20050818001504.004 (b) that no rent or other payment has been or will be collected under any Lease for more than one month in advance of the date on which it is due under the terms of any Lease; (c) that neither the Lease nor any interest therein has been previously or will. be assigned or pledged by Owner; (d) that no concession has been or will be granted to any Lessee in the form of a waiver, release, reduction, discount or other alteration of rent or other payment due or to become due; (e) ghat, except as previously disclosed to Lender, each Lease is bona fide and arms length, and neither Owner nor any guarantor has any ownership interest, beneficial or otherwise, in any tenant nor control over any tenant ("control" meaning no contracted right to influence the business operations of tenant other than as specified in the Lease presented to Lender), nor any lending or other relationship with any tenant except as specified in ilie leases presented to Lender; and (t) that no Lease shall contain any co -tenancy clause permitting the tenant to tenninate the Lease, reduce rent or otherwise abate any payments on account of any change in the occupancy of any other tenant, whether on or off the Property. In the event any tenant ceases doing business for any reason, all other Leases shall remain in full force and affect with the tenants paying full rent and the tenant's pro rata share of taxes, insurance and common area maintenance costs for the full terra of the Leases. All of the foregoing warranties shall be deemed to be reaffirmed on and as of the time of each Lease executed by Owner on the Property. 6. OWNER AGREES: (a) if the Lease provides for a security deposit paid by Lessee to Owner, this Assignment transfers to the Lender all of Owner's right, title and interest in and to the security deposit, provided that Owner shall have the right to retain said security deposit so long as Owner is not in default under this Assignment or the Loan Documents; and provided further that Lender shall have no obligation to any obligor under the Lease with respect to such security deposit unless and until Lender comes into actual possession and control of said deposit; (b) before any Lease is executed on the Property (other than Pre -Approved Leases and Leases approved in writing as of this date) a copy of the same shall be submitted to 3- ASSIGNMENT OF RENTS AND LEASES U:V�G�-lRE"70 }N� SSl GNME NT.duc 5f3f05 Public Record r er, Non -order search Doc: KC2005 200501311500i5S F -age a e y. Usavidis n Lender for its approval which shall not be unreasonably withheld. Owner shall provide executed originals and/or copies of all Leases to Lender upon demand. 20050818001504.005 (c) ihat the Lease shall remain in full force and effect despite any merger of the interest of Owner and any obligor under the Lease, and Owner shall not transfer or convey fee title to the leased premises to any obligor under the Lease without the prior written consent of Lender, and where such consent is given or where under applicable law the requirement for such consent is not enforceable, Owner shall require the said obligor under the Lease, in writing, to assume and agree to pay the Obligation in accordance with the terms, covenants and conditions of the Loan Documents; provided, however, that, in no event shall any such transfer or conveyance operate to release or relieve Owner of any liability to Lender unless Lender specifically agrees otherwise in writing; (d) Except with respect to Pre -Approved Leases, Owner shall not terminate, modify or amend the Lease or any of the terms thereof or grant any concessions in connection therewith or accept a surrender thereof without the prior written consent of Lender; (e) Owner shall not collect any Rents and Profits more than one (l) month in advance of the date on which they become due under the terms of the Lease; (f) Owner shall not discount any future accruing Rents and Profits; (g) Except with respect to Pre -Approved Leases, Owner shall not consent to assignment of the Lease, or subletting thereunder, whether or not in accordance with its terms without the prior written consent of Lender; (h) Owner shall not execute any further assignment of any of she Rents and Profits or any interest therein or suffer or permit any such assignment to occur by operation of law; (i) Owner shall not request, consent to, agree to, or accept a subordination of the Lease to any mortgage or other encumbrance, or any other lease, now or hereafter affecting the Property or any part thereof, or suffer or permit conversion of any Lease to a sublease; (j} Owner shall faithfully perform and discharge its obligations under the Lease, and shall give prompt written notice to Lender of any notice of Owner's default received from any obligor under the Lease or any other person and furnish Lender with a complete copy of said notice; Owner shall appear in and defend, at no cost to Lender, any action or proceeding arising under or in any manner connected with the Lease; and if requested by Lender, Owner shall enforce the Lease and all remedies available to Owner against any obligor under the Lease in the case of default under the Lease by any Obligor under the Lease; (k) Owner shall give Lender written notice immediately upon entering into any lease or other agreement respecting any part of the Property, and shall promptly provide to Lender a true and correct copy of the executed lease or other agreement; each such lease or 4- ASSIGNMENT OF RENTS AND LEASES &am Pubbc Record r Non -Or -der rC page 5-G a VI I rl 1:5/:q3 FM FS1 20050818001504.006 agreement shall be deemed included in this Assignment automatically as -though originally listed herein, and the term "Lease" as used herein shall include such lease or agreement; (1) Owner shall at all times contract to manage the Property through a qualified -manager, and Owner shall obtain the Lender's prior written consent to and approval of the said management contract and manager before execution of and employing the same, respectively. The said management contract and all of the management, leasing, or other fees under such management contract shall be subordinate to the lien of the Loan Documents; (m) Owner shLU deliver to Leader, promptly upon request, a duly executed estoppel certificate from any oDligor under die Lease as required by Lender attesting that the Lease is in full force and effect with no defaults thereunder on the part of any party, that no rental has been paid more than one month in advance, and that said obligor under the Lease claims no defense or effsef zgain_st the full and timely performance of its obligations under the Lease; and (n) Nothing Herein shall be construed to impose any liability or obligation on Lender under or with respect to the Lease; Owner shall indemnify and hold Lender harmless from and against any and all liabilities, losses and damages which Lender may incur under the Lease or by reason of this Assignment, and Owiicr shall immediately upon demand reimburse Lender for the amount thereof together with ail costs and expenses and attorneys' fees incurred by Lender, all of the for; going surra; shall bear interest until paid at the rate set forth in the Obligation; and any Rents and Profit~ collected by Winder may be applied by Lender in its discretion in satisfaction of any such liability, loss, damage, claim, demand, costs, expense or fees. OWNER HEREBY xRANTS TO LENDER THE FOLLOWING RIGHTS: (a) Lender shall be deemed to be the creditor of any obligor under the Lease in respect of any assignments for the benefit of creditors and any bankruptcy, arrangement, reorganization, insolvency, dissolution, receivership or other debtor -relief proceedings affecting such obligor (without obligation on the part of Lender, however, to file timely claims in such proceedings or otherwise pursue creditor's rights therein); (b) Lender shall have the right to assign Owner's right, title and interest in the Lease to any subsequent holder of the Indenture or any participating interest therein or to any person acquiring title to all or any part of the Property through foreclosure or otherwise, and any subsequent assignee shall have all the rights and powers herein provided to Lender; (c) Lender shall have the right (but not the obligation), upon any failure of Owner to perform any of its agreements hereunder, to take any action as Lender may deem necessary or appropriate to protect its security, including but not limited to appearing in any action or proceeding and performing any obligations of the lessor under any Lease, and Owner agrees to pay, on demand, all costs and expenses (including without limitation Lender's attorneys' 5- ASSIGNMENT OF RENTS AND LEASES u:VL1C%Wrrr WUSScaNkMHr.ea Mm Public Record r e,: Non-urder tearcri 0—oc: KU 2005ag OT 1U CreatadEsy:0sawlis nn �� E 0 20050818001504.007 fees) incurred by Lender in connection therewith, together with interest thereon at the After - Maturity Rate set forth in the Obligation; (d) upon default by Owner under any Lease, the Lender shall have the right, but not the obligation, to cure the same, upon failure of Owner to cure, and Lender shall have the right to add all costs necessary to cure such defaults, including Lender's attorney's fees, to the Obligation; (e) upon any default by owner under this Assignment or under the Loan Documents, and without nonce to or consent of Owner, Lender shall have the following rights (none of which shall be construed to be obligations of the Lender): (i) Lender shalf1ave the right under this Agreement to use and possess, without rental or charge, all personal property, of the Owner located on the Property and used in the operation or occupancy thereof. Lender shall have the right to apply any of the Rents and profits to pay installments due for personal property rented or purchased on credit, insurance premiums on personal property, or other charges relating to personal property on the Property. However, this Assignment shall not make Lender responsible for the control, care, management or repair of the Property or any personalproperty or for the carrying out of any of the terms or provisions of the Lease; (ii) Lender shall have the right to apply the Rents and Profits and any sums recovered by Lender hereunder to Owner's outstanding indebtedness to Lender secured hereby or by any of the Loan Documents, as well as to the charges for taxes, .insurance, improvements, maintenance and other items relating to the operation of the Property-, (iii) Lender shall have the right to take possession of the Property, manage and operate the Property and Owner's business thereon, and to take possession of and use all books of account and financial records of Owner and its property managers or representatives relating to the Property; (iv) Lender shall have the right to execute new Leases of any part of the Property, incuding Leases that extend beyond the term of the Indenture; ,v) Lender shall have the right to cancel or alter any existing Lease; 2-md -;vi) Lender shall have the authority, as Owner's attorney-in-fact, such authority being coupled with an interest and irrevocable, to sign the name of Owner and to bind Owner on all papers and documents relating to the operation, leasing and maintenance of the Property. b ASSIGNMENT OF RENTS AND LEASES U-1FLJC %BNT0X1A S SI GNM Dn. d m ROM Public Record r er. Non -"Or -der RUM Doc: ge o Created y. dsaWfis Prlffeff��=7:43 0 0 20050818001504.008 All of the foregoing rights and remedies of Lender are cumulative; and Lender shall also have upon the occurrence of any such default all other rights and remedies provided under the Loan Documents or otherwise available at law or in equity or by statute. 8. This Assignment is intended to be supplementary to and not in substitution for or in derogation of any assignment of rents contained in the Loan Documents. Failure of the Lender to avail itself of any terms, covenants and conditions of this Assignment for any period of time or for any reason shall not constitute a waiver thereof. 9. Notwithstanding any future modification of the terms ofthe Loan Documents, this Assignment and the rights and benefits hereby assigned and granted shall continue in favor of Lender in accordance with the terms of this Assignment 10. This Assignment shall be binding upon and inure to the benefit of the respective heirs, legal representatives, successors and assigns of the parties hereto (including without limitation, in the case of Lender, any third parties now or hereafter acquiring any interest in the Obligation or any part thereof, whether by virtue of assignment, participation or otherwise). The words "Owner," "Lender," "obligor under the Lease," and "guarantor," wherever used herein, shall include the persons and entities named herein or in the Lease or any guaranty and designated as such and their respective heirs, legal representatives, successors and assigns, provided that any action taken by the named Lender or any successor designated as such by an instrument recorded in the appropriate office of the county in which the Property is located referring to this Assignment shall be sufficient for all purpose3 notwithstanding that Lender may have theretofore assigned or participated any interest in the Obligation to a third party. All words and phrases shall be taken to include the singular or plural number, and the masculine, feminine, or neuter gender, as may fit the case. 11. Any change, amendment, modification, abridgement, cancellation, or discharge of this Assignment or any term or provision hereof shall be invalid without the written consent of Lender. 12. Upon payment to Lender of the full amount of all indebtedness and obligations secured hereby and by the Loan Documents, as evidenced by a recorded satisfaction or release of the Indenture, note and guarantees, this Assignment shall be void and of no further effect. 13. All notices given hereunder shall be given in the manner set forth in the Indenture. 14. If any provision hereof is determined to be illegal or unenforceable for any reason, the remaining provisions hereof shall not be affected thereby. 15. This Assignment shall be governed by and construed in accordance with the laws of the State. 7- ASSIGNMENT OF RENTS AND LEASES 1J`?L1Cv%ENFI0N"SS1GNMENT 6M WM5 Public Record Wer: Non-ur-der Search Doc: KL:zuub, zommunsuoism page 8 Of a 20050898009504.003 16. This Assignment shall terminate upon the satisfaction of the Indenture by Lender. IN WITNESS WHEREOF, this instrument has been executed by the undersigned under seal on this J� day of August, 2005. STATE OF WASHINGTON ) ) ss. County of J) "OWNER": J.G. RENTON, L.L.C. Washington limited liability co By: m llzson, Vcmber I certify that I know or have satisfactory evidence that Thomas A. Ellison is the person who appeared before me, and said person acknowledged that he signed ibs instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as a Member of J.G. Renton, L.L. C., a Washington limited liability company, to be the tree and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: August J , 2005 Print N - Notary Public in and for th Sta of Washington, residing a yko My appointment expires. 8- ASSIGNMENT OF RENTS AND LEASES V"X JCMi47 WSSIGNM&4Tda 84/x5 Public Record 1rder: on r Page 9 or ea a y: clsavidiS Printea: 27977910- =714 Fri rbl 2005084 8001504.010 EXHIBrr A (Real Property Description) THAT PORTION OF LOTS 2 THROUGH 6, BLOCK 5, SARTORISVILLE, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 8 OF PLATS, PAGE(S) 7, IN ICING COUNTY, WASHINGTON, AND LOTS 1 THROUGH 6, BLOCK 6, REPLAT OF BLOCK 6, SARTORISVILLE, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 27 OF PLATS, PAGE(S) 6. IN KING COUNTY, WASHINGTON, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF LOT 2, BLOCK 5 OF SAID PLAT OF SARTORISVILLE; THENCE SOUTH OOPO ';I" WEST ALONG THE EAST LINE OF LOTS 2 THROUGH 6 IN SAID PLAT AND OF LOT I IN THE REPLAT OF BLOCK 6 OF THE PLAT OF SARTORISVILLE A DISTANCE OF 317.80 FEET; THENCE SOUTH 47°57'55" WEST ALONG THE SOUTHEASTERLY LINE OF LOTS 1 THROUGH 6 IN BLOCK 6 OF SAID REPLAT, A DISTANCE OF 300.86 FEET; THENCE NORTH 42002'05" WEST ALONG THE SOUTHWESTERLY LINE OF SAID LOT 6 A DISTANCE OF 77.39 FEET; THENCE NORTH 00°06'51" EAST ALONG THE WEST LINE OF SAID LOTS 3 THROUGH 6 IN SAID REPLAT A DISTANCE OF 221.63 FEET; THENCE CONTINUING NORTH 0OP06'5I" EAST ALONG THE EAST LINE OF THE AVEST 5.00 FEET OF LOT 6 AND 'TTM SOUTH 10.00 FEET OF LOT 5 OF THE PLAT OF SARTORISVILLE A DISTANCE OF 50.01 FEET TO THE NORTH LINE OF THE SOUTH 10.00 FEET OF SAID LOTS; THENCE SOUTH 8905849" WEST ALONG SAID NORTH LINE A DISTANCE OF 5.00 FEET; THENCE NORTH 00°06'51 " EAST ALONG THE WEST LINE OF LOTS 4 AND 5 IN SAID PLAT A DISTANCE OF 90.02 FEET TO THE NORTH LINE OF SAID LOT 4; THENCE NORTH 89°58'49" EAST ALONG SAID NORTH LINE A DISTANCE OF 5.00 FEET; THENCE NORTH 00°06'51" EAST ALONG THE EAST LINE OF THE WEST 5.00 FEET OF LOT 3 A DISTANCE OF 50.01 FEET TO THE SOUTH LINE OF LOT 2 IN SAID PLAT; THENCE SOUTH 8905849" WEST ALONG SAID SOUTH LINE A DISTANCE OF 5.00 FEET TO THE WEST LINE OF SAID LOT 2; THENCE NORTH 00°0651" EAST AL ONG SAID WEST LINE A DISTANCE OF 50.01 FEET TO THE NORTHWEST CORNER OF SAID LOT 2; THENCE NORTH 89058'49" EAST ALONG SAID NORTH LINE A DISTANCE OF 280.00 FEET TO THE TRUE POINT OF BEGINNING. 1- EXHIBIT A TO ASSIGNMENT OF RENTS AND LEASES U.V dG1REM0?MS5EGNMEM.dm Sam Public Record r e . Non -Order arc oc: a zU050818001504 Page lu ot 10 Createdy: asavidis PnntM. 219120/0 1:57:4 Pm PSI Return Address: Don G. Carter McEwen Gisvold LLP 1100 S.W. Sixth Avenue. Suite 16M Portland, OR 97204 20050818001505.001 Ell 11 11 1 111111111111 200 8 x.8001505 PA tlCC 37.00 06f 8f200E 11:19 KING COUNTY, up Document Title(s) (or transactions contained therein): 1. UCC Financing-SWement Reference Number(s) .3f Documents assigned or released: (on page a document(s)) NIA Grantor(s) past name first, then first name and initial(s) A�12&16 1. J -G- Renton, L.L.C., a Washington limited liability company GHICAT ,REFt� Additional omen on page -f oor Urjent, Grantee(s) {last name first, ihen first name and initial(s)) ._ . 1. Peotecliv: '-:fa Insir --n a C^mpanv Adddionai names on page of doc'anelk Legal Description (ahbipviateri: i.o., iot., blot*, plat or section township and range) Abbreviated legal Portion of Lots 2-6, Stock 5, Volume 8 of Ptats, Page 7; and Portion of Lots 1-6, Block n, Vohane 27 of Plats, Page 6. Additional legal is on page of document Exhibit A Assessor's Property T 29 ParcellAccount Number: 75M60-03;3-00, 3Ur-00-0320-03. 75rAOO-0340.09, 756460-4350.06, 756510-0005-05, and 756510.0025-01 Additional parcel numbers on oaga of cUsarment �Washlrrg" State County AuditorfRecorder's Indexing form (caveraheet) The Auditor/Recorder �Ai rt:i ori .-e nio mation provided on the form. The staff will not read the documecd to verify the accuracy or eompletenesa of the in )x' informs.lton prcvKied herein. EMERGENCY NONSTANDARD REQUEST I am reque=sting an ermTgency nonstancferd recording loran additional tee of 550.00 as provided in RCW 36.18.410. i understand that the raocrding prooessing requirement cmay cover up or otherwise obscure Some part of the text of the original document SIGNATURE DATE u-.vLlClk04T0MUCC Cwwdo WX5 Public Record 20050818001505.002 UCC FINANCING STATEMENT Y A. NAME d PHONE OF CONTACT AT FILER [opWnatl Don G. Carter (503) 226-7321 FDon G. Carter McEwen Gisvold LLP 1100 S.W. Sixth Avenue, Suite 1600 Portland, OR 97204 LTHE ABOVE SPACE IS FOR FILING OFFICE 1. DEBTOR'$ EXACT FULL LEGAL NAME - Inmi a* one debtor roma (ie or 1bl • do ndabbrewials a combma names J.G. RENTON, L.L.C. 400 - 112tb Avenue NE, Suite 230 1 Bellevue WA 198004 1 USA Id. ADD'L INFO RE Ta. TYPE OF ORGANI2A i6N if JURISDICTION OF ORta4NIZATI 19. ORGAN17ATtONAL ID 1. d any oe� TIvN DLLC Washington 601881721 '"';N4e 2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only wLq debtor name (2a or 2b)- do not adbrav ata br cambia comas 3a ORGANIZATION'S NAME OR 3b. INDIVIDUAL'S LAST NOME FIRST NAME MIDDLE NAME SUFFUG 3C, MAILING ADDRESS Crit STATE I POSTAL CODE r ouWAY 2801 Highway 280 South Birmingham AL 135223 USA 4. This FINANCING STATEMENT o Nero the iollow*V coklelarak All of the equipment, fixtures, contract rights, general intangibles and tangible personal property of every nature now owned or hereafter acquired by debtor, all additions, replacements and proceeds thereof, and all other property set forth in Schedule A attached hereto, located on the real properly described in Exhibit A attached hereto. S. ALTERNATIVE DESIGNATM Id-Wr-[ref E] LenEeUsSOR ❑ 1D0NSIG14EEIC0N3IG4/0R 11 6AILEEMAM OA D GEl1EWBUYER E] AG.UEN 11 NONibn FILING 6.Thio FINANCING STATEMENT is lobe filed (torreoonl] {or mcorded)la the REAL ESTATE RECORDS. 7. See Instucdm Debtors) 21 Attach AddendLM IN applicable 8. OPTIONAL FILER REFERENCE DATA King County 401 FILING OFFICE COPY —NATIONAL UCC FINANCING STATEMENT (FORM UCC[) (REV. 8M) Public Record IF -Mr Non -Order tearcn Doc: of IS Createdsave I re e �r 20050818001505.003 UCC FINANCING STATEMENT ADDENDUM FOLLONIINSTRUCTIONS irarttandba�ki CAREFULLY S. NAME OF FIRST DEBTOR (18 or 1b) ON RELATED FINANCING STATEMENT 9a. ORGANIZATION'S NAME J.G. RENTON, L.L.C. OR I So. g FOD 'S LAST NAME I FIRST NAMEMIDL 10, THE ABOVE Sr 11. ADDITIONAL DEBTOR'S EAACT FULL LEGAL NAME - k"n carp one name (iia or 1 ib). do nal abbreviate orcvmbine rmmas OR ORGANIZATION ❑N D>=B7DR '12. ❑ ADDITK NAL SECURED PAR i'y"S ar [:]ASSIGNOR SIP'S NAME- insertonly gn2rmn a (12aar 12bj OR 13. This FINANCING STATEMENT covers L_F unbar to be od or U 8ae*80190 IFA Additional eanateral doscdptim cdatmat, of is filed as a L! ibchae fling. 14. Desawtionof real estate: he property described in attached Schedule "A," which property is located on or used in connection with the real • property described in attached Exhibit "A". Schedule "A" and Exhibit "A" are incorporated herein by this reference. 15, Name and addraes 01 a RECORD OWNER of above-dwr bed real estate (d Debts does nal leave a retard hteresI : 17. Check 2dy i apprrsable and rfm * mly me box Debtor is a 1ITrustor ❑Tnutae a t,, ith rasped toproparty h,W to tater or ❑Decedwrt Estate 18. Check m�j if Wimbla and cher* 2n orfs bm ❑Debtor is a TRANSMITTING UTILITY ❑Filed immyedtonwith aMen Whored-HomeTransaction —dledive30years ❑Filed ie mmedPon with a Put& -Finance Ttansae m—d Wive 30 years 402 FILING OFFICE COPY —NATIONAL UCC FINANCING STATEMENT ADDENDUM tFORM UCC1 Ad) (REV. 8102) Public Record r r: n r er earcDOC: ge J Of res vI I ria 0 20050818001305.004 SCHEDULE A All of Debtor's estate, right, title and interest in, to and under the Property and any and all of the following, whether now owned or held or hereafter acquired or owned by Debtor: (a) All Leases; (b) All profits and sales proceeds, including, without limitation, earnest money and other deposits, now or hereafter becoming due by virtue of any contract or contracts for the sale of Debtor's interest in the Property; (c) All proceeds (including claims thereto or demands therefor) of the conversion, voluntary or involuntary, permitted or otherwise, of any of the foregoing into cash or liquidated clai:ns; and (d) All insurance proceeds payable on account of any act or occurrence of any kind or nature which results in damage, loss or destruction to the Property and all awards of payment or compensation payable on account of any condemnation or other taking for public or private use of the Property or which relates to ir"jtuy, damage, benefit or betterment thereto. As used in this Schedule A, the following terms shall have the respective meanings attributed to them as follows: improvements: all buildings, structures and other improvements now or hereafter existing, erected or placed on the Land. or in any way Used in connection with the use, enjoyment, occupancy or operation of the Land or any portion thereof; all fixtures and other articles of every kind and nature whatsoever now or hereafter owned by Debtor and used or procured for use in connection with the operation and maintenance on the Realty or Personalty. Land: the land described in Exhibit A attached hereto, together with all estate, title, interest, title reversion rights, rents, increases, issues, profits, rights of way or uses, additions, accretions, servitudes, gaps, gores, liberties, privileges, water rights, water courses, alleys, streets, passages, ways, vaults, adjoining strips of ground, licenses, tenements, franchises, hereditaments, rights, appurtenances and easements, now or hereafter owned by Debtor and existing, belonging or appertaining to the Land, all claims or demands whatsoever of Debtor therein or thereto, either in law or in equity, in possession or in expectancy and all estate, right, title and interest of Debtor in and to all streets, roads and public places opened or proposed, now or appertaining to, the Land. Leases: all leases, license agreements and other occupancy or use agreements (whether oral or written), now or hereafter existing, which cover or relate to all or any portion of the Property, together with all options therefor, amendments thereto and renewals, modifications and guarantees thereof, and all rents, royalties, issues, profits, revenue, income and other benefits of the Property arising from the use or enioymem thereof or from the Leases, including, without I - SCHEDULE A To FINANCING STATEMENT U:17i. MENTOMUCC SCKMUi£doc VMS Public Record r er: Non-ur-4erCreztedtsy:dsavidisri 2005087.8007505.005 limitation, cash or securities deposited thereunder to secure performance by the tenants of their obligations thereunder, whether said cash or securities are to be held until the expiration of the terms of the Leases or applied to one or more of the installments of rent corning due. Personalty: all of Debtor's interest in the personal property of any kind or nature whatsoever, whether tangible or intangible, whether or not any of such personal property is now or becomes a "fixture" or attached to the Realty, which is used or will be used in the construction of, or is or will be placed upon, or is derived from or used in connection with, the maintenance, use, occupancy or enjoyment of the Realty, including, without limitation, all accounts, documents, instruments, chattel paper (including electronic chattel paper and tangible chattel paper), general intangibles (including payment intangibles and software), goods (including consumer goods, inventory, equipment and farm products), letter -of -credit rights and deposit accounts (as those terms are defined in the Uniform Commercial Code as now adopted or amended from time to time in the state in which the Property is located), all plans and specifications, contracts Pwd subcontracts for the construction, reconstruction or repair of the Improvements, bonds, perinits, licenses, guarantees, warranties, causes of action, judgments, claims, profits, rents, security deposits, utility deposits, refunds of fees or deposits paid to any governmental authority, Ietters of credit, policies and proceeds of insurance, motor vehicles and aircraft, together with all present and future attachments, accretions, accessions, replacements and additions thereto and products and proceeds thereof. Pra : the Realty and Personalty or any portion thereof or interest therein except as the context otherwise requires. RR eaft F: the Land and hniprovements or any portion thereof or interest therein, as -the context requires. Some of the above -dee -gibe: property is now, or may in the future become, affixed to the Land described on Exhi A attached hereto. The Debtor is a record owner of the Land. 2 SCHEDULE A TO KNANCrNG STATEMENT u:TLIMENrOMUCCSCHEDtnEaa 4t"s Public Record r on- r er semi M)u!age> OT 6 reel y: saw s rine . �r 2 0 0 50 81 8001 SD5.006 EXHIBIT A (Real Property Description) THAT PORTION OF LOTS 2 THROUGH 6, BLOCK 5, SARTORISVILLE, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 8 OF PLATS, PAGE(S) 7,11N KIIfG COUNTY, WASHINGTON, AND LOTS 1 THROUGH 6, BLOCK 6, REPLAT OF BLOCK 6, SARTORISVILLE, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 27 OF PLATS, PAGE(S) 6, IN KING COUNTY. WASHINGTON, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF LOT 2, BLOCK 5 OF SAID PLAT OF SARTORISVILLE; THENCE SOUTH 00°06'51" WEST ALONG THE EAST LINE OF LOTS 2 THROUGH 6 IN SAID PLAT AND OF LOT i IN T HE REPLAT OF BLOCK 6 OF THE PLAT OF SARTORISVILLE A DISTANCE OF 317.80 FEET; . THENCE SOUTH 47°57'55" WEST ALONG THE SOUTHEASTERLY LINE OF LOTS I THROUGH 6 IN BLOCK 6 OF SAID REPLAT, A DISTANCE OF 300.86 FEET; THENCE NORTH 42°02'05" WEST ALONG THE SOUTHWESTERLY LINE OF SAID LOT 6 A DISTANCE OF 77.39 FEET; THENCE NORTH 00°06'51" EAST ALONG THE 'NEST LINE OF SAID LOTS 3 THROUGH 6 IN SAID REPLAT A DISTANCE OF 221.63 FEET; 'THENCE CONTINUING FORTH 00'06'51" EAST ALONG THE EAST LINE OF 3 HE WEST 5.00 FEET OF LOT 6 AND THE SOUTH 10.00 FEET OF LOT 5 OF THE PLAT OF' SARTORISVILLE A DISTANCE OF 50.01 FEET TO. THE NORTH LINE OF THE SOTJTH 10,00 FEET OF SAID L OT 5; THENCE SOUTH X39°5849" WEST ALONG SAID NORTH LINE A DISTANCE OF 5.00 FEET; THENCE NORTH 00°06'51" EAST ALONG THE WEST LINE OF LOTS 4 AND 5 IN SAID PLAT A DISTANCE OF 90.02 FEET TO THE NORTH LINE OF SAID LOT 4; THENCE NORTH 89°58'49" EAST ALONG SAID NORTH LINE A DISTANCE OF 5.00 FEET; THENCE NORTH 00°06'51" EAST ALONG THE EAST LINE OF THE WEST 5.00 FEET OF LOT 3 A DISTANCE OF 50.01 FEET TO THE SOUTH LINE OF LOT 2 IN SAID PLAT; THENCE SOUTH 89°58'49" WEST ALONG SAID SOUTH LINE A DISTANCE OF 5.00 FEET TO THE WEST LINE OF SAID LOT 2; THENCE NORTH 00°0651" EAST ALONG SAID WEST LINE A DISTANCE OF 50.01 FEET TO THE NORTHWEST CORNER OF SAID LOT 2; THENCE NORTH 89"58'49" EAST ALONG SAID NORTH LINE A DISTANCE OF 280.00 FEET 'O THE TRUE POINT OF BEGINNING. 1 - EXHIBIT A TO FINANCING STATEMENT u: MCREffMNI C sc F-MLE e« sf.M Public Record f @ . O - r er Sinrch Doc: rt-:zuub zuu!)u616uu1n0-5 Page 6 or 6 CreaMtsy:dsavidis rIR Z , V) L ro rA- Im N 3AV AdOlDb3 LU N 3AV MO(IV3N N3AV N3 z N ]AV AdVd �vs, W m Q Q.. U -j cc Q 0 W V N 3AV 11IN N 3AV NIVVY N ]AV S113M `)'fib• a w O S 15 831VIS N ]AV S113M N 3AV S3NVI1111U1 /V -34bNbD07 7D c S 3AV S3 VYVI111M S 3Av 1ddn1S S 3AV NVE)41 O Z O z LU crZ 0 LA z z 0 N (N CL a 0 0 0 0 rn LLJ z ® C Lij W �f O Z O z LU crZ 0 LA z z 0 N (N CL a 0 0 0 0 rn LLJ z Printed: 02-24-2010 Payment Made: CITY OF PENTON 1055 S. Grady Way Renton, WA 98055 Land Use Actions RECEIPT Permit#: LUAIO-013 02/24/2010 09:21 AM Total Payment: 1,200.00 Current Payment Made to the Following Items: 0 City of Renton Pla nninc, Div.Sio n EEE 2 4 1u r,' N) Eicm 1% mn Receipt Number: Payee: J CARTER WOOLEN Trans Account Code Description Amount ------------------------------------------------------ ---------------- 5022 000.345.81.00.0019 Variance Fees 1,200.00 Payments made for this receipt Trans Method Description Amount Payment Check 2140 1,200.00 Account Balances Trans Account Code Description Balance Due ------ 3021 ------------------ 303.000.00.345.85 ------------------------------ Park Mitigation Fee --------------- .00 5006 000.345.81.00.0002 Annexation Fees .00 5007 000.345.81.00.0003 Appeals/Waivers .00 5008 000.345.81.00.0004 Binding Site/Short Plat .00 5009 000.345.81.00.0006 Conditional Use Fees .00 5010 000.345.81.00.0007 Environmental Review .00 5011 000.345.81.00.0008 Prelim/Tentative Plat .00 5012 000.345.81.00.0009 Final Plat .00 5013 000.345.81.00.0010 PUD .00 5014 000.345.81.00.0011 Grading & Filling Fees .00 5015 000.345.81.00.0012 Lot Line Adjustment .00 5016 000.345.81.00.0013 Mobile Home Parks .00 5017 000.345.81.00.0014 Rezone .00 5018 000.345.81.00.0015 Routine Vegetation Mgmt .00 5019 000.345.81.00.0016 Shoreline Subst Dev .00 5020 000.345.81.00.0017 Site Plan Approval .00 5021 000.345.81.00.0018 Temp Use, Hobbyk, Fence .00 5022 000.345.81.00.0019 Variance Fees .00 5024 000.345.81.00.0024 Conditional Approval Fee .00 5036 000.345.81.00.0005 Comprehensive Plan Amend 00 5909 000.341.60.00.0024 Booklets/EIS/Copies .00 5941 000.341.50.00.0000 Maps (Taxable) .00 5954 650.237.00.00.0000 DO NOT USE - USE 3954 .00 5955 000.05.519.90.42.1 Postage .00 5998 000.231.70.00.0000 Tax .00 Remaining Balance Due: $0.00 R1000872