Loading...
HomeMy WebLinkAboutMisc 01TECHNICAL INFORMATION REPORT (Preliminary) Fred Meyer Gasoline Facility STORE # 031 King County 17801 108T" Avenue SE, Renton, WA Parcel No: 3223059016 r-a4? XPIRES O4-07 Prepared for: The Kroger Company And Fred Meyer Stores Inc. 3800 SE 22ND Ave Portland, Oregon 97202 May 14, 2008 Our Job No. 13193 DEVELOPMENT PLANNING CITY OF RENTON J U N 18 2008 RECEIVED CIVIL ENGINEERING, LAND PLANNING, SURVEYING, ENVIRONMENTAL SERVICES 18215 72ND AVENUE SOUTH KENT, WA 98032 (425) 251-6222 (425) 251-8782 FAX BRANCH OFFtCFS ♦ OLYMPIA, WA ♦ TACOMA, WA ♦ SACRAMENTO, CA ♦ TEMECULA, CA www.barghausen.com H O a w z m p LL 0 a rcu 6.0 O 0 z J U L z LL C} W H TABLE OF CONTENTS 1.0 PROJECT OVERVIEW 1. l Technical Information Report (TIR) Worksheet 1.2 Vicinity Map 1.3 Soils Map 1.4 Assessor's Map 1.5 Aerial Topography Maps 1.6 Boundary and Topographic Survey 2.0 CONDITIONS AND REQUIREMENTS SUMMARY 2.1 Summary of Core Requirements and Special Requirements 3.0 OFF -SITE ANALYSIS 3.1 Narrative 4.0 FLOW CONTROL AND WATER QUALITY FACILITY ANALYSIS AND DESIGN 4.1 Existing Site Hydrology 4.2 Developed Site Hydrology 4.3. Performance Standards 4.4 Flow Control System 4.5 Water Quality System 5.0 CONVEYANCE SYSTEM ANALYSIS AND DESIGN 5.1 Narrative 6.0 SPECIAL REPORTS AND STUDIES 6.1 Geotechnical Engineering Investigations by Kracan & Associates, Inc. from April 14, 2008. 13193.001.doc Tab 1.0 1.0 PROJECT OVERVIEW The bred Meyer gasoline fueling facility addition is located within a portion of the NE Quarter of the NW Quarter Section 32, Township 23 North, Range 5 East, Willamette Meridian, in the City of Renton, Washington. The site is located near the intersection of 108T'Avenue SE and SE Carr Road. The fueling facility will be located at northeastern part of Fred Mayer property site. The redeveloped portion of property is approximately 0.70 acres in size of existing parking lot, consisting of Tax Parcel No. 3223059016. Access to the Gasoline facility will be provided from existing driveway from parking lot, The site will be regarded and repaved to match existing parking lot elevations. The property is rectangular in shape, and measures approximately 160 feet along the north boundary and 170 feet along the east boundary corner. The part of site proposed for gasoline fueling facility contain storm drainage facility, combination pond which appears to have adequate bottom area and storage capacity to provide water quality and required detention base on field inspection on May 13, 2008. The project is located within the tributary to Panther Creek tributary to Green River drainage basin. Surface water runoff control and water quality treatment will be designed per the 1990 King county Surface Water Design Manual (KCSWDM) as adopted by the City of Renton. Pre -Development Conditions: Please refer to the pre -developed drainage area map located within Section 4.1 for basin areas and sub -basin area breakdowns for the areas of land use. There is an existing paved parking lot in the northeast portion of the site. The onsite pre -developed contributory Sub -Basins A, B, C and D total of 0.95 acres consists of 0.70 acres impervious pavement and 0.02 acres of impervious sidewalk, 0.13 acres of impervious roofs, and 0.10 acres of disturbed pervious. The stormwater from the existing parking lot and driveways sheet flow to the lowest point in parking lot is collected from pavement and conveyed through series of catch basins and underground storm drainage conveyance pipes to the existing retcntionldetention underground stormwater facility for water quality treatment, storage and infiltration, or discharge at natural location. The existing commercial building on site of approximately 5,670 square feet will be demolished with foundation and adjacent sidewalk The existing gas and power service to the building will be terminated per coordination with utility companies. Elevations on the project range from the highest elevation 398 at the northeast comer to the lowest 385 at the existing catch basin rim at the proposed location of the Fred Mayer gasoline facility project. 13193.001.doc Post -Developed Conditions: The post -developed site contains is also limited to onsite Sub -Basins A, B1, 132, C and D total of 0.95 acres consists of 0.68 acres impervious pavement and 0.03 acres of impervious sidewalk, 0.10 acres of impervious roofs, and 0.14 acres of disturbed pervious. The stormwater from the existing parking lot and driveways sheet flow to the lowest point in parking lot is collected from pavement and conveyed through series of catch basins and underground storm drainage conveyance pipes to the existing retention/detention underground stormwater facility for water quality treatment, storage and infiltration, or discharge at natural location. See Post -Developed Drainage Basin Map Section 4.2 for detail_ Proposed construction of a new Fred Meyer automobile fueling facility consists of 43 x 92-foot metal fueling island canopy over 5 multi -product fuel dispensers (10 vehicle fuelling positions, 8x l4-foot cashier's kiosk and two underground gasoline storage tanks installed under paved concrete_ The impervious area subject to vehicular traffic will be not significantly different than from pre developed condition. Sub -basin A is the onsite improvements contributory basin of 0.10 acres of impervious roof or fueling Station Island total (0.10 acres redeveloped area only)_ The stormwater from the proposed roof for fueling Station Island will be collected through 6" PVC SDR-35 @ 1.0% minimum slope from connection of the roof drain downspout collector pipes to existing storm drainage system. The 4" PVC SDR-35 @ 2.0% minimum for roof drain connections to storm downspouts connection at columns typical for all lines under canopy_ The project is proposing the isolated use of Oil/water separator with 6" shut-off valve sized for fueling Station Island in accordance with manufacturer recommendations and will be connected to sanitary sewer facility. Sub -basin B 1 is the onsite improvements contributory basin total of 0.19 acres consists of 0.13 acres impervious pavement, 0.01 acres of concrete sidewalk and 0.05 acres disturbed pervious landscape area. The stormwatcr from the existing parking lot sheet flows to the lowest points of the parking lot and will be collected from pavement around the fueling Station Island through a trench drain with outlet to the new catch basin and conveyed through series of existing catch basins and underground storm drainage tightline conveyance pipes to the outfall into the natural location existing retention/detention underground stormwater facility for water quality treatment, storage and infiltration. Sub -basin B2 is the onsite improvements contributory basin total of 0.09 acres consists of 0.04 acres impervious pavement, and 0.05 acres disturbed pervious landscape area. The stormwater from the existing parking lot sheet flows to the lowest points of the catch basin and conveyed through series of existing catch basins and underground storm drainage tightline conveyance pipes to the outfall into the natural location existing retention/detention underground stormwater facility for water quality treatment, storage and infiltration. Sub -basin C is the onsite improvements contributory basin total of 0.07 acres impervious pavement. The stormwater from the existing parking lot driveway will sheet flow to the lowest points of the new catch basin and conveyed through series of existing catch basins and underground storm drainage tightline conveyance pipes to the existing retention/detention underground stormwater facility, where it then outfalls to the natural location. 13193.00 i . doc Sub -basin D is the onsite improvements contributory basin total of 0.50 acres consists of 0.44 acres impervious pavement, 0.02 acres of concrete sidewalk and 0.04 acres disturbed pervious landscape area. The stormwater from the existing parking lot sheet flows to the lowest points of the existing catch basin and conveyed through series of existing catch basins and underground storm drainage tightline conveyance pipes to the retention/detention underground stormwater facility. The existing water quality system for highly impervious site consists of retention/detention stormwater management facility, and outfall to a tightline conveyance system through existing storm drainage pipes and CB's. The oillwatcr separator will be installed to provide additional water quality. The site will not experience a change in flow characteristics and pump islands will be covered by roof which will be not subject to vehicular traffic_ As a result of proposed project redevelopment, site will offer a higher level of water quality than currently exists. 13193.00 Ldoc 1.1 Technical Information Report (TIR) Worksheet 1.2 Vicinity Map 1.3 Soils Map Soil Map --King County Area, Washington (Fred Meyer ! Benson Plaza) Meters N ,0 35 70 140 210 Feel 150 300 600 900 USDA Natural Resources Web Soil Survey 2.0 4115/2008 Conservation Service National Cooperative Soil Survey Page 1 of 3 Soil Map —King County Area, Washington (Fred Meyer I Benson Plaza) MAP LEGEND MAP INFORMATION Area of Interest (AO I) Very Stony Spot Original soil survey map sheets were prepared at publication scale. F71Area of interest (AOI) Viewing scale and printing scale, however, may vary from the 1 y11et 5 of p original. Please rely on the bar scale on each map sheet for proper Soils a Other map measurements. Soil Map Units Special Line Features Source of Map: Natural Resources Conservation Service Special point Features 7-,_ Gully Web Soil Survey URL: http:llwebsoilsurvey.nres.usda.gov U Blowout Coordinate System: UTM Zone 1ON Shari Steep Slope ® Borrow Pit This product is generated from the USDA-NRCS certified data as of Other the version date(s) listed below. X_ Clay Spot Political features Soil Survey Area: King County Area, Washington y Closed Depression Municipalities Survey Area Data: Version 4, Nov 21, 2006 X Gravel Pit Cities Date(s) aerial images were photographed' 7/10I1990; 7/18/1990 Gravelly Spot Urban Areas The orthophoto or other base map on which the sail lines were Landfill water Features compiled and digitized probably differs from the background Oceans imagery displayed on these maps. As a result, some minor shifting Lava Flow of map unit boundaries may be evident. Marsh Streams and Canals 5. Mine or Quarry Transportation 44p Rails ® Miscellaneous Water - Roads �j Perennial Water N Interstate Highways Rock Outcrop iv US Routes + Saline Spot State Highways Sandy Spot Local Roads s Severely Eroded Spot Other Roads 0 Sinkhole Slide or Slip jtr Sodic Spot $ Spoil Area Stony Spot USDA Natural Resources Web Soil Survey 2.0 4/15/2008 Conservation Service National Cooperative Soil Survey Page 2 of 3 Soil Map —King County Area, Washington Fred Meyer! Benson Plaza Map Unit Legend King County Area, Washington (WA633) Map Unit Symbol Map Unit Name Acres in AOI Percent of AOI AgC Alderwood gravelly sandy loam, 6 to 15 percent slopes AmC Arents, Alderwood material, 6 to 15 percent slopes Totals for Area of Interest (AOI) 30-8 3.8 34.7 USDA Natural Resources Web Soil Survey 2,0 4/15/200B ;am Conservation Service National Cooperative Soil Survey Page 3 of 3 1.4 Assessor's Map Print Map Page Page 1 of 1 Parcel Map and Data ola3 tao�o - 92M : Do�d 9ttlld =7 i 9120 sz�sossats _ aaw 9299 3 '/v,�oi�y�o %/ ya 11fVW_ ' 9751 i $201 9i0J D0�0 9115 .. � OObp ti2gs � 9lW ao70 Renton ! a field SIM a3 ro ems. aoaa ' o>oa -{ Ood3 0130 902E t : 9091 0150, 0140 sl- ' Gf sa Parcel Number 3223059016 Address 10623 SE CARR RD Zipcode 98055 Taxpayer FRED MEYER STORES INC information included on this map has been compiled by King County staff from a variety of sources and is subject to change without notice. King County makes no representations or warranties, express or Implied, as to accuracy, completeness, timeliness, or rights to the use of such information. King County shalt not be liable for any general, special, indirect, incidental, or consequential damages including, but not limited o.. lost revenues or lost profits resulting from the use or misuse of the information IL on this map, Any sale of this map of information on this map is prohibited t by written permission of King County King County I GfS Center I News I Services I Comments I Wit! 6y visiting this and other King County web pages, you expressly agree to be bound by terms and conditions of the site. The details. http://www5.metrokc.gov/parcelviewer/Print_Process.asp 5/ l3/2008 1.5 Aerial Topography Maps 1.6 Boundary and Topographic Survey Tab 2.0 2.0 CONDITIONS AND REQUIREMENTS SUMMARY 2.1 Summary of Core Requirements and Special Requirements CORE REQUIREMENT HOW PROJECT HAS ADDRESSED REQUIREMENT: No. 1: Discharge at Natural The storm drainage flows from this project will discharge to the Location natural location that is defined by the existing topography. The existing stormwater facility performance will not be affected and will discharge at natural location. The 100-year peak discharge is less than 0.5 cfs under existing condition and redeveloped condition and the concentrated runoff will be discharged through a existing a tight - line conveyance system without significant adverse impact to the downhill properties or drainage system. No. 2: Off -Site Analysis A Level one offsite drainage analysis has been prepared and included in Section 3 of this Technical Information Report. No. 3: Flow Control The project drains to the existing underground retention/detention stormwater management facility and outfalls to a tightlined conveyance system at natural location. No. 4: Conveyance System The conveyance analysis that was performed for the proposed upgrades to the existing storm drainage system is contained in Section 5 of this Technical Information Report and has been prepared using Uniform Flow Method. Existing on site conveyance system will not experience a change in flow characteristics (peak flow or volume flow) as a result of proposed project redevelopment need not to be analyzed for conveyance capacity. No. 5: Erosion and Sediment Temporary erosion control measures for this project include catch - Control basin protection shall be provided by installing silt socks (3003 Streamgourad catch basin insert) under grates of all adjacent inlets to drainage system, sand bags, temporary filter fabric and construction fencing. No. 6: Maintenance and The drainage facility for this project within R/W is dedicated to City Operations of Renton for ownership and maintenance. Therefore, a Maintenance and Operations Manual is not required. No. 7: Bonds and Liability Bonding will be completed as required_ 13193.00 Ldoe No. 8: Water Quality The project is proposing the isolated use of aiUwater separator with G" shut-off valve sized for fueling Station Island in accordance with manufacturer recommendations and will be connected to sanitary sewer facility. The existing water quality system for highly impervious site consists of underground retentionldetention stormwater management facility, and outfall at natural location to a tightlined conveyance system through existing piping and CS's. The site will not experience a change in flow characteristics and pump islands will be covered by roof which will be not subject to vehicular traffic. As a result of proposed project redevelopment, site will offer a higher level of water quality than currently exists. 13193.001.doc SPECIAL REQUIREMENT HOW PROJECT HAS ADDRESSED RF.QUIREiMENT: No. 1: Other Adopted Area The project does not lie within a designated critical drainage area. Specific Requirements A Master Drainage Plan is not required as part of this project. No. 2: Floodplain/Floodway The 100-year floodplain boundary is not within the limits of this Delineation project, nor is it within the limits of any of the adjacent properties to this project. No. 3: Flood Protection This project does not contain a Class 1 or Class 2 stream that has an Facilities existing protection facility, therefore, this requirement does not apply. No. 4: Source Controls The project is proposing the isolated use of Oil/water separator with 6" shut-off valve sized for fueling station island in accordance with manufacturer recommendations and will be connected to sanitary sewer facility. The water quality system for highly impervious site consists of existing underground retention/detention stormwater management facility, and outfall to a tightlined conveyance system to outfall at natural location. No. 5: Oil Control This site is classified as a high use site; therefore, oil control treatment is necessary and provided by Oil/water separator with 6" shut-off valve sized for fueling station island and will be connected to sanitary sewer facility. 13193.001.doc Tab 3.0 3.0 OFF -SITE DRAINAGE ANALYSIS 3.1 If required a Level 1. Off --Site Drainage Analysis will be provided with final TIR. 13193.001.0oc Tab 4.0 4.0 FLOW CONTROL AND WATER QUALITY FACILITY ANALYSIS AND DESIGN 4.1 Existing Site Hydrology If required, the existing site hydrology will be provided with the final TIR. 4.2 Developed Site Hydrology: If required, the developed site hydrology will be provided with the final TIR. 4.3 Performance Standards If required, the performance standards will be provided with the final TIR. 4.4 Flow Control System If required, a flow control system will be provided with the final TIR. 4.5 Water Quality System If required, a water quality system will be provided with the final TIR. 13193.001 Am PRELIMINARY PRE -DEVELOPED DRAINAGE BASIN MAP 1'-20' X_ F ------ .. .. ... . .... JI! ---------- .ry 411 _4 CD) CA VA '"7m Fted AfeW STORE 9 031 RENION iMl '.9., ­E A: THEKROGGR COMPANY AND PREI) MEYER STORES INC H A NSF ss 10, I POST -DEVELOPED BASIN AREA SUMMARY FRED MEYER I FUELING FACILITY awe ad 11 ADDITION PRE -APPLICATION III -2-. SET 01, 1508 _S�EGE_ND .Sll lZ 'PRELIMINARY PRE-DFVELOPEF DRAI NAG E PAS I N MAR ;i col Tab 5.0 5.0 CONVEYANCE SYSTEM ANALYSIS AND DESIGN 5.1 If Required an On -Site Basin A Conveyance Analysis will be Provided with Final TIR. 13193,00 Ldou Tab 6.0 6.0 SPECIAL REPORT'S AND STUDIES 6.1 Traffic Impact Analysis for West Lake Development by Transportation Consultants fromMarch 10, 1988. 13193.001.doc GEO fECH.ICAL E.GIN!• ERING INVESTIGATION FRED MEYER GAS STATION 17801 108"`AX'E.LTE SE RENTON, WASHINGTON PROJECT No. 092-08040 AnR1L 14, 2008 Prepared for: TfIE KROGER COMPANY 1800 SE 22"" AVENUL- PORTLAND,OREGON 97202 Prepared b}: KRAZA. & ASSOCIATES, I.C. GEOTECHNICAL. ENGINEERING DIVISION 1 1 715 NOR r[i CREEK PARKWAY SO., STE. G 106 BO-I HELL, NVASNINGTON 98011 (425) 485-5519 April la. 2008 KA Project No. 092-08040 GEOTEC:NNIC:AL FACAN14 EKING INVF,STIGATION FREA) ,MEYER GAS STATION BF:NSON PLAZA SITE 17801 108'" A1'ENUE SE RENTON, WASHINGTON 98055 INTRODUCTION This report presents the results of our rep ie" of the boring logs generated durirri7 an environmental subsurface study at the Fred 'Meyer Benson Plaza Site_ and the development of eeotechnical recornmendahous based on the subsurface soils and ,rotrnd%kater conditions observed in those borings. The Fred ,Meyer gas station site is situated within the }-red Meyer complex located at 17801 108"' Avenue SE., in Renton_ Washington (Appendix A. Figure I I laiscussiorrs regarding site conditions are presented herein_ ro(]etlier �vitl� conclusions and recommendations pertaining to site preparation. structural fill, utility wench backPrll, drainage and landscaping. erosion control_ foundations. concrete floor slabs and exterior flatwork. A site plan showing the approximate locations of the borings conducted during the earlier environmental study are presented in Appendix A (Figure 2). following the text of this report. Appendix B contains guides to aid in the development of earthwork specifications. If conflicts in the text of the report occur with the general specifications in Appendix B. the recorrunendations in the text of the report have precedence. PURPOSE AND SCOPE This geotechnical report is based on the re\ 1CX%- of subsurface boring logs Qenerated during an environruentai study conducted by Krazan c& Associates. Inc. at the project site on .June 4" & 5" 200T The subsurface study was conducted for a Phase 11 Lntirontnental study_ and the ensuing report was dated July 12007. Our scope of servlccs was performed in -general accordance `pith the proposal fbr this project_ dated April 10, 2008 008-05dWAB and included the follottin4g: • E,Valtration of the data obtained from preViottS subsurface investigation and cornpletion of engineering analyses to develop recornniendntions for use in the project design and preparation of construction specifications. • Preparation of this report srrinrnarlAriR our findings. the results of our analyses and our conclusions and recommendations fire this in` estwanon PROPOSED CONSTRi1CTION Fred Meyer Inc. proVidcd us whir a preiirninary site plan for the proposed project. This site plan shoves the property bOrtrrdarieti and the footprint of the proposed 3iielJng island and canopy area, the location of the proposed USTs. and the proposed kiosk. 11'c understand that the proposed project will consist of the construction of a nest' gas station with fire (5) WD fuelin,, isiana and a canopy. sittrztled in approximately the east-ccntraI portion of the existini Fred Mever Store site along 10,Wh A%-errne SF, A small 8' x 14- kiosk is proposed in Ilse east -central portion of the fueling island canopy (aloe<, the eastern drip line of the canopy). We understand tliat the ne\i kiosk building will consist of wood frame construction and will utilize a convention4l spread footing foundation %i]Ih slab-on-SYrade floor. SITE LOCATION AND DESCRIPTION The Fred Meyer site is located at 17801 108"' A\e SI-- Renton- Washington (see figure i and 2) I -he subject property consists of a Fred klever Store and seteral outer buildings bousine multiple retail businesses. The site has a northwesterly declivity and is situated approximately 370 feet above mean sea level (MSL). Adjoining properties to (he subject site were developed for commercial and residential use. GEOLOGIC SETTING The site lies within an area that has been geolo,-�ically mapped as "Vashon till". as shown on the "Geologic Map oFKing County, Washington"- by Vaughn E- Livingston_ Jr. 1970, The native medium dense to very dense silty sand that we observed in the test borings is consistent with this classification. SOIL, PROFILE AND SUBSURFACE CONDITIONS Subsurface soil conditions observed during the field investigation associated with [he m1ronmentaf study generally consisted of loose to dense uncontrolled fill underlain by eery dense native glacial till soils which are consistent with the described geological unk(s). Exploratory Boring I713-2, 3, 6. 9, 10 and 11 surround the proposed fueling facility site The subsurface conditions observed in Ihese borings consisted of a pavernent section consisting of asphaltic concrete and Gravel base material underlain by approximately twenty fottr (24) to Iweirty-live and one- half (25 1/2) feet of uncontrolled fill. This uncontrolled fill consisted of locally derivtA sand and silty sand material that exhibited loose to dense relative density (based on Elie SPT test data from the borings). Loose uncontrolled fill soils ;sere encountered in the test borings to a mammuni depth of approximately tweive ( 12) feet bgs in Elie area of ETB-4 and ET13-1 1. -file comainder of the borings exhibited loose soils to a maximum depth ofappromma[ely eight (8) feel bgs. The uncontrolled fill soils were underlain by per-y dense native silty sand (glacial till)- which was observed to the termination depth of -the test borings. for additional information about the soilsir-ocks encountered, please refer to logs of the exploratory borinp in Appendix A. BEARING SOILS The medimn dense to dense uncontrolled fill encountered beloki the depths of" eight (Y) and twelve (12) feet bgs, and very dense, native silty sand (SM) is suitable for the support of engineered structures designed for a maximum safe bearing capacity of 2,000 psf in compression. file on -site loose uncontrolled fill and other looseisaturated soils are not suitable for the support of eri incered su-uctures, as excessive amounts of dit3ererstial seldernents Vv01.11d occur upon the imposition of structural loads on these soils. GROUNDWATER The exploratory borings were monitored for the presence of err miciskater durin;! and inirnediately following the drilling operations. Groundwater was not encountered in the test borin2S_ It should be recognized that water table elevations might fluctuate mth time The eroundclater level will be dependent upon seasonal precipitation, irrigation. land use. and chnhatic conditions. as well as other factors. llherefore, +vater levels at the time of the field itn siigation may be different from those encountered during the construction phase of the project. For detailed test boring fogs, please refer to Appendix A. SEISMIC CONDITIONS The soils encountered in the exploratory borings, primarily below a depth of about approximately twelve (12) feet consisted of medium dense to very dense uncontrolled fill and native glacial till. The overall soil profile based on the competent filf and native soils observed bclo%N- the loose fill soils generally corresponds to a site class soil profile of "D" as defined by Table 1615.1.1 of the 2003 Inte)-nemonal Building Code (IBC. The maximum considered earthquake spectral response acceleration at short periods (Ss) and the maxinmrFn considered earthquake spectral response acceleration at I -second period (S,) is cletennined to be 125 and 50 respectively. The values of seismic Site Coefficients F. and F, as a function of Site Class and mapped spectral response acceleration at short periods and at I -second period for the on -site soils are calculated to be !A and 1. respectively. CONCLUSIONS & RECOMMENDATION Based on the findings of this investigation. it is our opinion that the site is L�cotechnically suitable For the development of the proposed project provided that our geotechnical recommendations arc followed during the design and construction phases of the project_ The results of the field investigation show that the site is underlain by up to twelve (12) feet of loose uncontrolled fill soils, that are in turn underlain by medium dense to eery dense uncontrolled fill and native glacial till soils_ The mediurn dense to very dense uncontrolled fill. native soils or structural lilt soils placed over the aforementioned bearin4) soils in conformance with oirr recommendations would be suitable for the support of engineered loads designed for a maximum safe bearing capacity ot'1000 psf We do not anticipate encountering groundwater in (lie UST excavations, based en the field ❑bscrvation of test borings. However, groundwater may be encountered in deep excavations depending upon the time of the year and the depth of excavation If groundwater is encountered ill the exe.avations. then Krazan & Associates, Inc should be cohiacted immediately to develop specific recommendations for site dewatering, which are beyond our current scope of work. We recommend that the earthwork contractor be prepared to conduct on -site excavaiion devatering. if groundwater were to be encountered_ PRELIMINARY RECOMMENDATIONS The following geotcchnical recommendations are preliminary, as they are based on our current understanding of the proposed project. We recommend that we be emiaaed to re%ie�-the project plans in order- to provide rep ised. augmented- or additional geotechiticaf recornnicndations as required. Sub-+=rade Preparation We recommend stripping and reproving all constnrction dcbrrs and loose and or saturated soils From the proposed building and paving areas prior to foundation. building slab and proposed pavement placement. If the sire grades need to be elevated- then the site should be brou0ht to the desired buildiri-pavement sub -grade elevation by placement of structural till in conformance with the recommendations presented in the Cut and Fill Requirements section of this report. The near surface fine-gralvcd soils are extremely moisture sensitise du- to the content of fines in t.lte soil. The construction of temporary roadways using quarry spills- compacted fill. or geote.xiile fabric may become necessary to minimize the disturbance of the on -sire soils and to provide a working surface for construction traffic especially daring wet weather conditions. The site sfroufd be graded to prevent water from ponding within construction areas and'or flowing into excavations. Accumulated water must be removed immediately along with any unstable soil Fpundation concrete should be placed and excavations backfilled as soon as possible to protect the sub- grade- The onsite soils have relatively high silt content and are considered moisture sensitive. I over - excavation is necessary, it should be confirmed through continuous monitoring and testing by a qualified geotechnical engineer or senior geologist. Sorts that become unstible are recon-urtended to be dried and recompacted. Selective drying may be accomplished by scarifying or windrowing surficial material' during extended periods of dry, warm weather (typically during, the summer). If the soils cannot be dried back to a workable moisture condition, remedial measures rrray be required. Any buried structures encountered during construction should be properly removed and backfilled- Excavations, depressions, or soft and pliant areas extending below the planned "finish sub -trade levels should be cleaned to firm undisturbed soil. and backfilled with stnic(ural fill. A representative of our Frrn should be present during ail site clearing and grading operation; to test and observe eatilnvork construction. This testing and observation is an integral part of" our sen ice- as acceptance of earthwork construction is dependent upon compactron arid stability of the material. The geotechnical cngrneerl geologist may reject any material that does not meet compaction and stability rcquirerrrents. Further recornmerrdations, contained in this repo,,(. are predicated upon the assumption that earthwork construction will confonn to the recommendations set forth in this section gird in the Structural Fill section. A Krazan & Associates. Inc. geologist or geotechnical engineer should observe the temporary cut slopes daring the excavation work. The reasoning for this is that specific sire soil conditions are not fully delineated at this time. fit case of temporary s[ope cuts- the existing; soil conditions may not be lolly revealed until the excavation work exposes the soil. Typicafly. as excavation work progresses the maximum inclination of the temporary slope will need to be reevaluated by the geotechnical enoiueer- geolo;ist so that supplemental recommendations can be made Soil and groundwater conditions can be highly variable. Scheduling for soil work will need to be adjustable. to deal with unanticipated conditions, so that the project call proceed smoothly and required deadlines can be met. If any variations or undesirable conditions are encaurrtered durrn, constnrcuon. Krazan & Associates. fnc. should be notified so that supplemental rccornrnendations can be made Catro v Foundations Based on our conversations with the project engineer, and our experience with fuelin-� island canopy fotnldatlonS. it is otir undcrstandino that the proposed loundations for the canopy sripport arittinns Nvould he placed at approxirnately Five (5) feet beloLv site orade- Based on the subsurface information contained in our tiles_ we anticipate encountering loose_ uncontrolled till soils to a minimum depth of approxirnately eight (8) feet bgs. In order to mitigate excessive differential settlements. we recommend that all canopy foundations he seated on mediurn dense to very dense uncontrolled fill observed below the loose #zit. N e further recommend that the proposed canopy foundation subgrade be observed and approved b, our representative prior to placinry footing concrete. Kiosk Foundations We iecoirunend that the proposed kiosk footing subgrade he overexcavated by a ininiminn of one (1) foot. This overexcavation should extend a rniniiruun of six (b) inches beyond the exterior edges of the proposed footing. The exposed subgrade should be scarified, and recornpacied to miniirtrrm 95% of the materials maximum dry density (MDD) value as determined by ASTM 1) 1557 test procedures. The OVerexcavatiori should then be backfilled with structural fill to the desired footing elevation. The proposed kiosk footing should then be placed over this prepared stth-rade. The proposed kiosk footings shotrld be proportioned for a maximum safe bearing capacity of 1,500 psf in compression placed below the frost penetration depth (approximately 18 inches). Any disturbed soils should be mechanically compacted to a non -yielding state prior to the placement of iaounc, concrete. UST installation All underground storage tanks may be placed on firm subgrade consisting of the on -site uncontrolled fill or native silty sand. Althou1-11 no grotndwater was encountered in the borings conducted at the site, We recornruend that the proposed undef-DOLrnd storage tanks be adequately anchored to counteract the buoyant forces acting upon the tanks due to the accumulation of groundwater in the UST cavity, The storage tanks should be fastened tivllli straps anchored in concrete deadman beams on both sides of the proposed tanks. The deadman anchors should be designed by a qualified engineer to counteract the buoyant forces acting upon the UST's especially during the periods when the tanks are hear empty. Adequate containment should be provided around the proposed UST's and UST intake valves to mitigate spills contributing to the contamination of the groundwater. Parking & Pavement Area Sub -grade Preparation We recommend that all existing structures be rerncrvcd t om the proposed pavement areas. Subsequent to the demolition activities, the proposed parking and driveway areas should be cleared of- all construction debris, topsoil and loose. organic and saturated soils. If the site grades freed to be elevated_ then rile pavement sub -grade should be brought to the desired sub - grade elevation by placing structural fill per our recornmendations. In areas where the current site grade is higher than the proposed pavement elevation, %ve recommend that the native soil sub -grade be excavated to the proposed parkin,, and driveway pavement section sub -grade elevation. The exposed sub-Lfade Should be proof -rolled with 411 pioprime rubber tire mounttcl heavy construction equipment or a loaded dwtll3 truck to 1de0t1CV anv Soft yielding areas. .Any soft:'yicldin4z areas idetttiiied should be over -excavated and repaired by placing structural fill or two to four (24) inch quarry spal"S. to the desired elevation. 1f the construclion is conducted during inclement weather conditions, and the exposed sub -grade consists of moislurc sensilivc fine grained soils. then time recommend that this sub - grade be covered with a Eyeotextiie fabric such as 1\41rafig, 600X or equivalent. This geotextile sltor.rld be stretched light over the paverent Sub -grade. ensuring that the fabric is devoid of any wrinkles or snag. The geotextile fabric should be placed in conformance to the manufacturer's specifications. The proposed pavenent sections conforming to the recommendations presented in this report may their be placed over the prepared sub -grade. We recommend that we be engaged to monitor the preparation and proof-ro[ling of pavement sub -grade. We recommend that the suitability of the parking and driveway area sub -grade be verified by a geoteehnical engineer/geologist prior to placement of the pavement section. In the event that unsuitable areas are identified, they should be repaired wall property compacted fill or crushed rock. Cut and 1-411 Requirernents The contractor and subcontractor should be aware of and familiar with applicable local, state and federal safety regulations- irrcludinI the current OSHA Excavation and Trench Safety Standards and OSHA I lealth and Safety Standards far Excavations, 29 CFR Part 1926, or successor regulations. We anticipate that excavations on the order of fifteen (15) feet in depth will be required for the placement of the proposed CIS f's. Wlicre possible, the excavation walls deeper than Four (4) feel Should be sloped to a grade of' I H: IV (Horizontal : Vertical) provided that the site is adequately dewatered if groundwater is encountered in the excavations. The stability of the cuts and cut slopes - should be observed by a qualified gcotechnical engineer/geologist during construction to provide recommendations as required. Stockpiled fill slopes should not be steeper ihan 1 fI: IV (Horizontal : Verticai). SoifS should be stockpiled away from the top of the cut slopes No heavy equipment should be allowed near tite top of temporary cut slopes unless the cut slopes are adequately braced. Final excavation slopes or fill slopes should be graded to an angle of 21I:1 V or flatter. We recommend that exposed soils be immediately hydroseeded andior planted with vegetation after construction. The results of our fueld ifiVestigation indicate that ]]lost of the silty can -site .soils are not suitable for placement as strrcturat fill because ofexcessive fines content. If till needs to be imported to the site. we recommend that the material conform to the following gradation based on the test procedures Outlined in ASTIM D 1 1110-92 for °o passinn the # 200 (75-�:rn) sieve and ASTM D 422-63 for particle size analysis: Table 1: Recommended Gradation for Imported Soil. Sieve Size Percent Passim 4 inch — f o0 - #4 - - 25-65 #200 5.0 maximum Based on the fraction passin2 the 44 sieve We recomwend that �5 e :~ample imported fill material prior to its placement for conducting appropriate faboraton- testing, to insure carnpliancc with our recommendations.�ifc recontnsencl that we be engaged to provide on -site recernntendations for subQrade preparation rind excavation so that soil conditions can be continuously monitored_ All structural fill should be placed in maximum eielit (8) inch thick loose lifts and compacted to at least 95 °% of the maximum dry density Value as determined by ASTM D 15ST Erosion and Sediment Control Erosion and sediment control (ESC) is used to minimize the transportation of sediment to wetlands. streams, lakes, drainage systems. and adjacent properties. Erosion and sediment control measures should be taken and these measures should be in general accordance with local regulations. At a minimum, the following basic recommendations should be incorporated into the design of the erosion and sediment control features of the site: I) Phase the soil- foundation. utility- and other work. requiring excavation or the disturbance of the site soils, to take place during the dry season (generally May through September). However, provided precautions are taken using Best Management Practices (BMP's), grading activities can be undertaken during the fret season (generally October through April) It should be noted that this typically increases the overall cost of the project_ 2) All site work should be completed and stabilized as quickly as possible. 3) Additional perimeter erosion and sediment control features may be required to reduce the possibility of sedinterrt entering the surface water. This may include additional silt fences, silt fences with a higher Apparent Opening Size (AOS)- construction of a beret, or other filtration systems. 4) Any runoff generated by de,,�iatering discharge should be treated through construction of a sediment trap if there is sufficient space. Irspace is limited other filtration methods will need to be incorporated. Drainage The ground surface should slope a;VIV from building pads and pavement areas. toward appropriate drop inlets or other surface drair:aze devices- It is recon-unended that adjacent exterior grades be sloped a rninirnum of 2 percent tar a minimum distance of 5 fcet away from structure-,. Roof drains should be tightlined away From foundations. Sub -grade soils in pavement areas should be sloped a minimum of I percent and drainage gradients maintained to carry all surface water to collection facilities and off=site. These grades should be maintained for the life of the project. UST & Utility Trench/Deep Excavations Based on subsurface information pertaining to the site in our files, it is our opinion that groundwater is not likely be encountered lit the UST and utility excavations. I lowever, the contractor shall be prepared for dewaieiing, in case _�round«aler is encountered. All utility trench backfill should consist of imported structural fill or suitabie on -site material. Utility trench backfill placed in or adjacent to buildings and exterior slabs should be compacted to at least 95 percent of rite maxirnurn dry density based on ASTM Test Method D155?. FOUNDATION PLAC)"tblENT Canoov Foundations Foundation sub -grade prepared in conformance with the recommendations presented earlier is suitable for the support of structure loads designed for a rnaximurn safe bearing capacity of 2,000 psf (pounds per cubic foot) in compression. Willi structural foundation lords tip to a rnaxiMum of 2.000 psf we anticipate total scuiernent under footings to riot exceed 3i4 of an melt and differential sertlernem between isolated column footings or aloe{7 50 feet of continuous footings to not exceed U2 inch. We anticipate that most of the settiemcnt Will occur inunediately upon imposition of the loads (during construction). The lateral resistance ofspread Footings is controlled by a combination ofsliding resistance between the footin- and the foundation materials and passive earth pressure against the buried portions of the footings. We recommend a passive earth pressure in the onsite uncontrolled fill soils surrounding the canopy foundation elements of 175 pcf equivalent fluid. This passive resistance value is based on a Factor of Safety (F'S) of 1.5. We recommend a coefficient of base friction of 0.30 be used between cast - in -place concrete (footing base) and the foundation sub -grade soils%rocks. Footing widths should comply with applicable building codes All exterior footings should be at least 18 inches below the final exterior grade for frost protection - Prior to footin� placement, any soft, loose or wet areas encountered in the footing areas should be removed and replaced with structural fill, angular crushed rock, controiled density fill (CDF)/lean mix concrete or additional footing concrete. The crushed rock or structural fill should be placed in uniforn lifts and mechanically compacted between lifts. We recormend that we be engaged to verify excavation to suitable bearing strata prior to foundation placement and to observe placement and compaction of the backlill. Kiosk Foundations We recommend that the fbundation sub -grade for the proposed Kiosk be overexcavated to one (1) foot below the footing elevation_ Any disturbed or loose soils should be mechanically compacted to a non- yieldinto state prior to the placement of footing concrete. The overexcavation should then be backfilfed With structural fill placed in conformance with our recommendations. The proposed kiosk foundations should then be placed directly over the prepared sub -grade. Foundations placed on an approved bcaring sub -grade should be proportioned for a maximum safe bearing capacity of 1.000 psf in compression. We recommend a passive earth pressure in compacred fill soils of 175 pcf (pounds per cubic foot) equivalent fluid This passive resistance value is based on a Factor of Safety (FS) of 1.5. We recommend a coefficient of base friction of 0.30 be used between cast -in -place concrete (footing base) and the fbundation sub -grade soils Slab-Qn-Grade Floors We recommend that all slab -on -grade floors he placed on at least six (6) inches of 5/8 inch minus crushed material (acting also as capillary break material), which is compacted to 95% of the rnaxirnum dry density as determined by ASTM D 1557 method. This material sltaufd contain less than 5 percent of material passing the "t200 sieve based on the fraction passing the 04 sieve. The floor slab may also be rendered waterproof by tic use of adr7tixteneti or b�' sealing the surface Of the slab -on -grade floor by applying topical treatments. The addition of �idrni.xiires or die application of stirficial treatments should protect the slab -on -grade from debondin!g of resilient flooring due to inoisture inigration and capillary action inside the slab. The admixttu-e or surface sealers should be added to the slab concrete or applied to the surface of file slab in strict conformance with the 31tanufacturei's specifications. According to ASTM Guidelines, the water vapor retarded should consist of a vapor retarded sheeting underlain by a minimum of 4-inches of compacted cleat (less than 5 percent passing the U.S. Standard No. 200 Sieve), open -graded coarse rock of '/4-inch uiaximuni size. Tire vapor retarded sheeting should be protected from puncturedarnage. The product warranties and interaction with other products should be evaluated prior to including it in the project specifications and bid documents. For the design of the slab -on -grade floors. ive estimate a value equal to 200 pci (pounds per cubic inch) may he considered appropriate for the modulus of sub -grade reaction (k,), Since typical slab -on -grade floors are not reinforced with steel, the potential for temperature and shrinkage crack control needs to be addressed. Tcrnperature and shrinkage cracking can be mitigated either by limiting the distance between control joints and/or by providing welded wire rriesh in the slab. ff a welded wire mesh is used then Nve recon-miend the use of b x 6-W1.4 x W1.4 WWM welded wire mesh. It is imperative that the mesh is located at the center of the slab, or it will not fulfill its intended function. Structural Fill The on -site fine grained soils are not suitable for placement as structural fill and should be removed. We recommend that we sample any imported fill material prior to placement to conduct necessary laboratory tests. We recommend that all fill be placed on a fine, horizontal sub -grade that is free of' or-anic material. standing water, loose soils or debris. The fill should be placed in horizontal, oiaxinnun erght (g) inch loose lifts and be compacted to at ?east 951A of the ASTM D 1557 inaximum dry density value. We icommend that we be engaged to provide continuous inspection and testiog of fills to veirf), propel placeinent and compactionofstructur-al fills. Parking and Driveway Pavement Desi n Our analysis of pavement sections were based on design procedures outlined in the 1986 AASHTO Design Manual and our experience with pavement sections in this area subjected to similar traffic loads The analysis was based on CBR and resilient modulus (M,) values estimated from the results of our Field investigation as well as previous experience with siinilar soil types, and on the assumption that the sub -grade for the proposed parking and driveways would be prepared in conformance with the recommendation In the preceding sections. We have not been provided with traffic frequency and axle lewd configurations for the design of the parking lot pavement. The design I SALs (Equivalent Single Axle Loads) used in the analysis are estimated and are based on the inference that the proposed pavement will be utilized primarily by light traffic. We have developed a pavernerit section based on the subsin face sort conditions encountered in lest borings, and based oil our experience with soils of similar gradation and consistency. A C. BR %aloe of 9 has been assumed for the flexible pavement design. This C:BR value corresponds to a resilient modulus (iwR) value of 7.200 psi. Pivcruznt design procedures are based on the stren ,th properties of the su13-21'ade mutt pay enrettt materials. alone with the design traffic conditions. Considenrig that the traffic nux %�ili generally include passenger cars- vans. light duty tracks, and 18.000 lb. single axle delivery mucks. a light duty flexible pa.crment section is recorrunended for the general parking areas, and rid id sections are recommended for the loading/unloading areas where heavy traffic is anticipated. A proper draina-e system is essential for the adequate performance of pavement. The draina- systein should be designed for the rapid removal of water both from the pavernen€ surface and from the pavement section below. The following flexible pavement section should be used for the geocral parking areas. and rigid pavement sections should be used for the l0ading4inloadirlrr and fueling island areas. The following table is summarizes our recornmendatiort. Table 2: Recommended Pavement Sections Pavement Section Design Flexible Section Flexible Section rigid Section Rigid Section materials Parking lot Truck Truck Fueling Island areas Drivewav areas Driveway areas area Asphaltic Concrete Surfacing 2 in. 3 in. (Class B) Portland Cement Concrete - - 6 in. fa in. «�ith wire nests — �- P4 inch Crushed Aggregate Base Course rn. 6in_ 6rn. 6in. Total Thickness in Inches 8 in. 9 in. 12 in. 12 in. The construction specifications for paving areas should include Washington State Department of" Transportation specifications For surface and base course material selection. All base course materials shall be placed and mechanically compacted to a non -yielding state. We recommend that the base course rrtaterial conforms to the current WASDOT Standard for Aggregate Base of the Washin,ron Standard for Paving. The granular base course material shall be mechanically compacted to at Ieast 95% of the maximum dry density value as determined by AS"f'M I) -1557 test procedures. Site and Builclin2 VrainaQe The presence of silty soils at the site indicates drainage should be provided for the perimeter foundations of the proposed kiosk building. The foundation drainage system should consist of a rninimurn Four (4) inch diameter. perforated, rigid pipe placed (perforations dowitwards) along the exterior base of the foundation perirrreter and tightlined to a storm drain system or other suitable outlet. The pipe s}roufd be bedded on at least two (2) inches of pea gravel and backfilled with a trunirnurn of 0 2) inches of pea gravel. In order to ininimire the risk of storm water backfiow into fbotin_-_ drains, tivc recommend that roof downspouts be ti ,h6ined to a storm drain system or other suitable outlet separately from the footing drains. fhe site should be graded so that surface water runoff is directed to catch basins, winch are attached to a storm sewer drain or other suitable outlet. If dewaterini7 during construction is necessary, construction-dewatering procedures mnst inchide routing Of ',vatcr to a suitable outlet- Within excavations. we recommend that dcwatering include routine of water to sunip areas, from where it may be pumped to a suitable outlet. CONSTRUCTION MONITORING We recommend that we be ensm,ed to observe grading activities during construction, observe the stability of excavations- observe the installation of drainage system, and to observe and test the placement of structural fill in stnrctural areas required for raising the grades. A representative of Krazan & Associates, Inc, should be present to confirm suitable bearing soil in foundation and slab areas, and prior to placement of structural fill and/or concrete- "i'his representative can also verify that the intent of these recornrnendations is incorporated into the project design and construction. Krazan & Associates, Inc. will not be responsible for grades or staking, since this is the responsibility of the Prime Contractor. Finiherarrore, Krazan & Associates, Inc. is not responsible for the contractors procedures,. methods. scheduling or managernem of the work site. f.FNFPAI We recommend that we be engaged to review the final project plans to verify that our recommendations have been properly interpreted and incorporated in the plans. The r-ecor=endations provided herein are based on our understanding of the project at Ibis time. We should be engaged to review the final plans and �kor-k with you during their development in order to provide altered, augmented- or mo€e detailed geotechnical recommendations as required Additionally, we recommend that we be cngatted to monitor all excavations. site preparation and earthwork so that we can provide on -site recommendations should any adverse soil an&or groundwater conditions be encountered. This report has been prepared for the exclusive use of The Kroger Company, for specific application to the proposed Fred Meyer gas station project located at 17801 108`n Avenue SF, in Renton_ Washington, in accordance with generally accepted soils and foundation engineering practices. We recommend that a representative of Krazan & Associates, Inc. be engaged to confirm bearing soils and observe drainauc installation. These recornrnendations are for engineering review, and go beyond any testing agency involvement. which may be required. LIMITATIONS Creotechnical Engineering* is uric of" the newest divisions of Civil I7ngineeritrg. This branch of Civil Fngineering is constantly improving as new technologies and understanding of earth sciences improves. AItl3oug11 your site was analyzed using the most appropriate current techniques and methods, undoubtedly there will be substantial future improvements in this branch of engineering. In addition to improvements in the field of geotechnical engineering, physical changes in the site either due to excivation or fill placement. new agency regulations or possible changes in the proposed structure after the time of cornpletion of the soils rcport may require the soils report to be professionally reviewed. In light of this. the owner should be aware that there is a practical limit to the usefulness of this rcport i5tthout critical re%lc%� Altlrou-1h the time limit for this revic+v is strictly arhitrary, it is suggested that too years be considered a reasonable time for the usefulness of this report. Fouridation and earthwork construction is characterized by the presence of a calctilated risk that soli dnd crroundti+pater conditions have been fully revealed by the original foundation investigation_ This risk is derived frorn the practical necessity of basing interpretations and design conclusions on limited sarnplinr, ol'tite earth. Our report. design conclusions and interpretations should not be construed as a warranty of the subsurface conditions. Actual subsurface conditions may differ, sometimes significantly. from those indicated in this report. The recornrnendations made in this report are based on the assumption that soil conditions do not vary significantly from those disclosed during our field investigation. The findings and concltsions of' this report can be affected by the passage of time. such as seasonal weather conditions. manmade influences_ such as construction on or adjacent to the site, natural events such is eariltcluakcs. slope instability, flooding, or groundwater fluctuations. ]f any variations of undesirable conditions are encountered during construction, the geotecltnical engineer should be notified so that supplemental recommendations can be made. Misinterpretations of this report by oilier design team members can result in project delays and cost Overruns. These risks can be reduced by having; Krazan & Associates. Inc. involved With the design teams meetings and discussions after submitting the report_ Krazan & Associates, Inc. should also be retained for reviewing pertinent elements of the design teams s plans and specifications. Contractors can also misinterpret this report. l'o reduce this, risk Krazan & Associates. Inc. should participate in pre -bid and preconstruction meetings. and provide construction observations during the site work. This report is a ttcotechnicai engineerin�� inties6gation with the purpose ofevaluating the soil conditions IT) terms of fotmdanon design. The scope of our services did not include any environmental site assessment for the presence or absence of hazardous and/or toxic materials in the soil, groundwater or atmosphere. or the presence of wetlands. Any statements or absence of statements, in this report or on any boriltg lo, regarding odors_ unusual or suspicious items, or conditions observed are strictly for descriptive purposes and are not intended to convey engineering judgment regarding potential hazardous and/or toxic assessments. flue geotechnical concusions and recommendations presented herein are based upon professional interpretation of the data obtained from borings conducted for an environmentaf study previously utilizing standard enginccrima practices and a degree of conservatism deemed proper for this project. It is not warranted that such information and interpretation cannot be superseded by future geotechilical developnenis. We emphasize that this report is valid for this project as outlined above, and should not be used for any other site. The moire and extent of variations may not become evident until construction. If %ariations then appear_ we should be requested to re-evaluate the reconunendations contained in this report and to modify or verify there in writing before proceeding with the construction. We expect the on -site soil conditions to reflect our findings, howcver, some variations may occur. Should sail and nround,,vater conditions he encountered that cause concern and/or are not discussed herein, Krazan & Associates_ lnc should he contacted immediately to determine i f additional or alternate recommendations are required. Our report is prepared for the exclusive use of our client. No other party inay rely on the product of our services gutless Svc ,w)l e in advance to such reliance in writing. If }'Ou have MV questions. 01- 11' �,L: n)ati be of furtlher assistance. Tease do r•ol liesitate to contact our Office at (425) 4 t5-5519 Respectfully submitted. KRAZAN & ASSOCIATES, INC. /Omjad 1. Khan. P.}:.{i.. P G. Re-ional �1ana4?cr Professional Services Group APPENDIX B FIELD INVESTIGATION Field Investi2ation Appendix R Paec E3.1 The field investi,ation consisted of reliance on subsurface information collected earlier for a Phase 11 Envirotunental Site Assessment. The approximate exploratory boring locations are shown on the site plan. The depths shown on the artached boring logs are from the existine IUror+nd sorface at the time the borings were excavated. Tile soils encountered were logged in the field during the exploration and, with supplementary laboratory test data. are described in accordance with the Unified Soil Classification System (USCS). All samples were Irettrrned to our Bothell laboratory for evaluation. The fogs of the exploratory borings aloha with the laboratory test results are presented in this appendix. Kraian & Assuciates, Inc. I::,-;(fo Offices Sming I €ie Uwic-d Stair., -- - Page e 1 - - Krazan & Associates - Fred Meyer Benson plaza � 094-07022 --------�. Time: I — Drilling date: Driller: Gregory Drilling I _ i Drill Method: "SA Started: 614107 4 �SBorehold ample Method: Split Spoon Finished: — — Diameter. 6" Water Level : NE Logged By: Andrea bonnet! Checked By: anon Souza 4? 'i Y I oo I + Materials Description � o f E F v n I CL a --- - 0.0' - 0-25, Asphalt 0.25' - 0.5' 3ravel Base Matarial I g 0.5'- 31.5' Silty Sarid. Fine to medium grained sand A with silt, some gravel, minor organics, mottled, brawn, j tf moist to wet, medium dense to very dense. j 4 A " . � Uncontrolled Fill j # 80 6.17-16 O.Oppm al 2 80 F 6r 6-12-14 O.Oppm 3 I 80 16-12-20 0.2ppm 1 I b� 4 l 80 ; 3-10-12 80 i 10-12-17 j S 1 80 O.Oppm O.Oppm 10 15 20 25 30 End of Boring: 31.5' -- ! Page 2 Krazan & Associates Frefllvleyer 8en800 Plaza f �! 094-07022 --- — - - --- Date DrdJer: GregoryDrilling 615107 Drilling-� Drill Method. NSA Started: Sample Method; Split Spoon � _ - - -- --- --- � e el NE Jason Souza Water Level : ME Logged Y=___ _ i Borehold Diameter. 6" -- --- -� � Lo ed B Andrea Donned � Checked BY; 2° _ i MaterialsQ > ateriafs Description f N E o u { --' i 0 - 0.0' 0.25' Asphalt 0.25' 0.5' Gravel Base Material I - - - ained sand 4 l I 'I m �o t 80 8-8-10 0.3ppm . 5 f S' ry P f R! 0.7ppm 10 �I { a0 8-5 10.5ppm � 15 t I i 4 80 { i 7-25-23 0.2ppm ! N I N . 6 8Q i Sd/4" 20 - �li 6 11.0ppnl 25 AAA lE A h�G 0.5' - 24.0Silty Sand. Fine to rued+um gr With sill, some gravel, minor organics, mottled, brown, wet, medium dense to dense- Uncontrolled Fill 24.0' - 31.5' Glacial Till: Fine to medium grained silty sand with some gravel, gray, moist to wet, very dense. i j a G� 80 33-5015" � 0.3 ppm ; 30 Aid j i I End of Boring: 31.5' f I j ETB-3 Page — - Krazan & Associates Fred Meyer L3errsorl Plaza � -- -� --- - - ---- 094-07022 Driller: Gregory Drilling I I Drilling Date: Time. Drill Method: HSA Started: 615107 Sample Method, Split Spann _— Finished--_- - Borehold Diaeter:6" Water Level : NE m Logged By: Andrea Donnell I Checked By: Jason Souza j I 1 rnj , �°1 � a L a > E o E: Materials Description i v � a 1 al -- D D' - 0.25' Asphalt 0.15' - 0.5' Gravel Base Material - �• t a 0.25- 13.0' Poorly Graded Sand: With silt, minor gravel, grey, moist, loose to medium dense. I- Uncontrolled Fill. � c 1 80 5 5 4 D 5ppm 2 � 80 iz i � t 9-lo-13 y0.2ppml 10- I I +` i 8o t-11-23 0.2ppm Ii 16 i f 1 80 5-12-25 I 0-&ppm 80 i 5015" 25 'e' e q 2npm .I G I� 4 II h Ar. I' Ij C! 3 m 304,a 6 � 80 � 50l3 I pp {I I 35 i. 13.0' - 24.Q' Silty Sand: Fine to medium grained sand with silt, some gravel, minor organics, mottled, brown, wet. medium dense to dense. Uncontrolled Fill 24.0' - 31.5' Glacial Till: Fine to medium grained silty sand with some gravel, gray, moist to wet, very dense. End of Boring: 31.5' Krazan & ASSOCiates l Driller: Gregory Drilling -LL_ j Drill Method: HSA �Sa►nple Method: Split Spoon Borehold Diameter: B" i Wafer Level : N a yj C � i O, I jj oCL I m v a EE (� P CL I t 80 3-9-12 10.3ppm 5 �S 6 80 1 4-3-3 ; 0.4ppm 80 110-11-30� 0.3ppm 80 21-23-41 80 30-5016' 80 24-35-42 —_j �_ - - I 0 Oppm 20 - 0.3ppm 0.2ppm --------- �� Page 4 ETB-4 Frerd il?eyer Benson Plaza 094-07022 I—`— - - { Drilling Date - .- Time: - l Started: 615107 Finished: _ —F- - E Logged By: Andrea Donnell Checked By: Jason Souza � � Y 3 Materials Description a, E cc 0.25' Asphalt 0.25' - 0.5' Gravel Base Material 0.25' - 7.0' Poorly Graded Sand: With silt, minor grauel, grey, rnoist, medium dense. Uncontrolled Fill. 7.0' 12.0' Silty Sand- Fine to medium grained sang with silt, minor gravel, abundant organics, mottled, brownfred, moist, €nose. tJnconErolfed Fill. j 2.p - 24.0' Silly Sand: Fine to medium grained sand with sill, some gravel, minor organics, mottled, brown, wet, dense to very dense- Uncontrolled Fill - A - r 24.0' - 31.5' Glacial Till: Fine to medium grained silty 2' ^�t-ill sand with somo gravel, gray, moist to wet, very dense. In of A A A Q 4 A A JA n; A G ) End of Baring: 31 5' TB-5 i Page 5 -- i Kt"azan & Associates j Fred Meyer Benson Plaza - 094-07022 - . T Drilling hate: Time: � Driller: GresoryDrilling } -----� � --� 6i4107 — Started: Drill Method: HSA Sample Method: Split Spoon — - --- — Finished_ -- -- — - _ Borehold Diameter; G" Water Level: NE Logged By: Andrea Donnell Checked By: Jason Souza 0 > o ii *' +� Materials Description f w 1}i E ro V ` O 2 0.0' - 1.0' Grass underlain by topsoil. 14-0' Silty Sand: Fine to medlum grained sand with sift, some gravel, minor organics, mottled, brown, - . wet, loose #o very dense. Uncontrolled Fill 1 80 Ji 4 2 80 6.4.3 O-Opprn 1 14-25-32I O.Oppm i 3 80 5016" 0.i7ppm u 3 r ' 4 80 � 30.50l5- O.Oppm �1 i 1 til It 5 80 50/5" O-Oppm r t U � 8 80 541l4" f O.Oppm i 5 3.0' - 31.5` Glacial Titl: Fine to medium grained silty and with some gravel, gray, moist to wet, very dense. -4 A _ 4 A � I A A }et n Al 20 e l �l �n❑ v �A e e' ❑ n"e 25 jA❑AA' -{ 4 . A e ❑ n e k❑ 30 eeQ ❑ JJ End of Boring: 31.5' I 35 --. - Groundwater was encountered after the hole sat open for a while — - -- - - --- -- — - BTB-6 page 6 — -- -- - _-- - Krazan & Associates 4 Fred Meyer eenson Plaza - -- _. _--- — 22 094-Opr --- -- -- Driller- Gregory Rriiling - - - - — IOn9 -- ' Time: - -- I -- Drill Method: HSA -- - -� I Started: 614W Finished: Sample Method. Split Spoon - .— -.- _�...... - --- 13orehold Diameter: 6" Water Level : NE --- Logged B And Donnell Checked 9$ Y By-, Jason Souza - - -- ' > Q o LL (M] I J i o Materials Description v, M E I Ix I to o 0 I . As haft 0 25• 0.5' Gravel Base Material n n 4 3 w E 0 r .3i 4 80 3-5-6 0.3ppm i 5 f 1 i 80 73-22-33I0.3ppm f �0- 80 }22-20-24#R.OppM 15 I i 80 14-24-50i�'O Oppm ' I ii 81) { 45-50l3" O.Oppm 6 8o 50/6" i D.Oppm i f 20 0.5' 24.0' Silty Sand: Fine Co mdiu em grained sand with sill, some gravel, minor organics, mottled, brown, moist to wet, medium dense to very dense. Uflconlro€led Fill I �24.0' - 31.5' Glacial Till: Fine to medium grained silty 25 4 A sand with some gravel, gray, moist to wet, very dense. A r] - A A -e n 30— AAA A -A End of Baring: 31.5' - .—.._ �Page ETB-9 Krazan & Associates Frcd Meyer Bei?SOt? Plaza i 1 I --, 094-07022 _ --- - Time: Driller: Gregory Drilling hate. -- - �.--._._�--- 5tarted: 3 614J07 Drill Method: HSA -- -.- Sample Method: Split Spoon Finished: - — _ -- --__ ason o z Borehold Diameter: 6" Waler Level : NE Logged sy Andrea Donnell Checke y: o v m a o r u Materials Description w E I E m 3 I Q C i l m W a, o i 1 E 80 j 5-10-7 10.6ppm 80 7-12-12 ,O,Oppm� 3 80 10-17-23 O.Oppm i Y I V q 80 7-18-27 O.Oppm N I Vi Ij 5 80 12-18-24 O.Oppm r{f{ 4 J f f 6 80 t10-2a-19)0.Oppm 0 O.O- 0.25' Asphalt 0.25' - 0.5' Gravel Base Material 0.5' - 25.6 Silty Sand: Fine to medium grained sand with silt, some gravel, minor organics, mottled, brawn, moist to wet, medium dense to very dense. g Uncontrolled Fill 5 10 15 IT, a 25.5' - 31.5' Glacial Till: Fine to medium grained silty A j sand with some grave[, gray, wel, dense. � d �e 30 A Al O O� End of Boring: 31 5' — ---_} -- -..� - page } KCaZaCI $ AS50CIatES fired Meyer Ronson Plaza 0s4-07022 _ _-- r - Dr Date. Drilling Time: { Driller: Gregory Drilling -_ Drill Method: HSA Started: 6 5 Sample Method Split SpoonFinished:_- `-- - -_-1 - �- T� Boreltofd Diameter, 6" Water Level . NE Logged B Andrea Donnell Checker! By: 9S Y � ��— Jason Souza - - — -L..- ~r� — - I S T I ❑ J i I 7 Y I u y o µ y Materials Description yr E Q �' _'y ._. 0 0.25' Asphalt 0,25' - 0.5' Gravel Base Material fl 0.25' - 7.0' Poorly Graded Sand. With slit, minor I ! gravel grey, moist, dense. Unconlrolted fH. S 1 2 c 1 aD 113-15.18 1.3ppm ,I 10 2 80 2 5-7 1.2ppm �1 Ii I 3 80 1 27-50t5 i 1.0ppm � 15 ml m '- 4 80 �I 5015- 12.4ppm ( 20 � I 5 80 34.50/6" 2.5ppm r t cf I rn a 80 � 17-30-32 j 1.5ppm 7.0' - 24-0' Sifty and: Fine to medium grained sand with silt, some gravel, minor organics, mottled, brown, i wet, foose to vary dense. Uncontrolled Fill I 4 � 24.0' - 31-5' Glacial Till: Fine to mgrain edium ed Silty 25 ^Q�i sai3d with some gravel, gray, moist to wet, very dense- u b i ! A 2 30-- i=nd 4 Boring: 31.5 I ETB-1 1 ' Page 9 _ Krazan & Associates Fred Meyer Benson Plaza 094-07022-- - --- - Date: , Time. i Driller: Gregory Drilling Drilling _ -- - - ---�_� - --- --- 3 6J5107 Started: Drill Method: FISA -- —� Finished: Sample Method: Split Spoon Boreh to d amDi eter: 6" I Water Level: NE Logged BY.' And !?once!! Checked BY: Jason Souza 0 p ! o Materials Description in E to i o a m -- 0.0' 0-25' Asphalt 0.25' 0.5' Gravel Base Material 0.5' 21.5Silty Sand: Fine to medium grained sand with sill, some gravel, minor organics, mottled, brown, { wet to saturated, medium dense to loose. { I Uncontrolled Fill 1 80 1 8•8-7 0.8ppm L_ jj 2 80 15-3-4 0-7Ppm 3 ! 80 I 3.5.7 `0.2ppm i I� E 1 I 4 80 VI 5 - 10- 15 T-20-' 25 31 3a] 35 of Boring: 21.5' APPENDIX B EARTHWORK SPECIFICATIONS GENERAL pace BA When the text of' the report contiic[s with the VYenelal specifications in this appendix. the recommendations in the report have precedence. SCOPE OF WORK: These specifications and applicable plans pertain to and include all earlh„ork associated with the site rough grading, including but not limited to the ftrrnishino of all labor, tools_ and equipment necessary for site clearino and grlrbbing, stripping, preparation of foundation materials for receiving fill, cxcavatiorr, processing, placement and compaction of fill and backfill materials to (lie lines and grades shown on the project grading plans, and disposal of excess materials. PERFORiMANCE: The Contractor shall be responsible for the satisfactory completion of all earthworks in accordance with the project plans and specifications. This work shall be inspected and tested by a representative of K-razan and Associates, Inc_, Hereinafter known as the Geotechnical Engineer and/or Testing Agency. Attainment of design grades when achieved shall be certified to by the project Civil Engineer. Froth the Geotechnical Engineer and Civil Engineer arc the Owner's representatives. If the contractor should fail to meet the technical or design recluirelnents embodied in this doctrrnent and on the applicable plans, lie shall make the necessary readjustments until all work is deemed satisfactory as determined by both the Geotechnical Engineer and Civil Engineer. No devialion from these specifications shall be made except rtpon written approval of the Geotechnical Engineer. Civil Engineer or project Architect_ No earthwork shall be perfonved without tlrc physical presence or approval of the Geotechnical Engineer. The Contractor shall notify fhe tiemcctrnical Engineer at least 2 working clays prier to Ilte coMlencell] enI of any aspect of the site earthwork. The Contractor agrees that he shall assume sole and complete responsibility for job site conditions during the course of construction of this pit>jcct, including safety of all persons and property_ that this requirement shall apply continuously and not be limited to normal working 1101rr5: and that the Contractor shall defend, indemnify and hold the Owner and the Engineers harrnless from any and all liability, real or a€lened, in connection with the performance of work on this project, except for liability arising from the sole neglign ence of the Ower of the Engineers. TECHNICAL REQUIREMENTS: All compacted materials shall be densified to a density not less than 95 percent of maximum dry density as determined by ASTiV1 Test ;Method D 15 57 as specified in the technical portion of the Geotechnical Enginecrim, Report The results of these tests and compliance with these specifications shall be file basis upon'lrich satisfactory completion of work �+ill be jud,cd by the Geotechnical Engineer. SOIL AND FOUNDATION CONDITIONS: The Contractor is presumed to have visited the site and to have familiarized himself with existino. site conditions and the contents of the data presented in the soil report. Kraian and associates, Inc. tac�eu OItrees Scrtui� the Wc,iIom t'nitcd Stairs 'ra_ TC.M, J­ Appendix B i'a,c R 4 The Contractor shall make his own interpretation of the data contained in said report. and the Contractor shall not be relieved of Imbiiily under the contractor for any loss sustained as a result of any variance between conditions indicated by or deduced from said report and the actual conditions encountered during the progress of the `vork. DUST CONTROL, flte work includes dust control as required for the alleviation or pre%ention of any dust nuisance on or about the site or the borrow area, or off site if caused by the Contractor's operation either during file perfoi mance of the earthwork or resulting from the conditions in which the Contractor leaves the site. I -he Contractor shall assume all liability, including Court costs of codefendants_ for all claims related to dust or windblown materials attributable to his work. SITE PREPARATION Site preparation shall consist of site clearing and grabbing and preparations of foundation materials for receiving fill. 4 CLEARING AND GRUBBING: The Contractor shall accept the site in this present condition and shall demolish and/or remove from the area of designated project, earthwork all structures. both surface and subsurface, trees, brush, roots, debris, organic matter. and all other matter determined by the Geotechnical Engineer to be deleterious. Such materials shall becorne the property of the Contractor and slialI be removed front the site. Tree root systems in proposed building areas should he removed to a minimum depth of 3 feet and to such an extent, tivhich world permit removai of all roots larger Ilion I inch. Tree root removed in parking areas may be limited to the upper ]:z feet of the ground surface. Backlil€ or tree root excavation should not be permitted until all exposed surfaces Dave been inspected and the 0cotechnicai Engineer is present for the proper control of backfill plaeerrlent and compaction. Burning in areas. which are to receive fill materials, shall not be permitted. SUBGRADE. PREPARATION: Surfaces to receive Structural fill shall be prepared as outlined above. excavatediscariCied to a depth of 12 inches, IMIS iu-c-conditioned as necessary, and compacted to 95 percent compaction. Loose and'or areas of' disturbed soils shall be moisture conditioned arid compacted to 95 percent compaction. All i(its, hummocks- or other wteven surface features shall be removed by surface gradin`r prior to placement of any fill material. All areas, which are to rcceive fill materials. shall be approved by the (aeotechnical Engineer prior to the placement ofany of the fill material. EXCAVATION: All excavation shall be accolnplIslied to the tolerance normally defined by the Cis if Engineer as shower on the project grading plans. All over excavation below the !grades specified shall be backfilled at the Contractor's expense and shall he compacted in accordance with the applicable technical retluiremenis. FILL AND BACKFiLL MATERIAL- No material shall be moved or compacted without the presence of the Geotechnical Engineer. Material fiortr tire required site excavation may be utilized for construction site fills provided prior approval is given by the Geoteclinical Engineer. All materials utilized for constructine site fills .Shall he free from vegetable or other deleterious master as determined by the Geoteclinical 1 nsineer. Krazart and Associates, Inc. ae en OIiiCes `SCr%i1i,_1 Ttie WC%s err I.IwW l Stoics Appcndis B PaL,� R 4 PLACEMENT, SPREADING AXD COMPACTION: The placement and spreading of approved till materials and the pracessing and compaction of approved fill and native materials shall be the responsibility of the Contractor- f lowever, c0113paction of fill materials by flooding- ponding, or jetting shall not be permitted unless specifically approved by local code, as welt as ttte C;eotechnical Engineer. Both cut and fill shall be surface compacted to the satisfaction of the Geotechnical Engineer prior to final acceptance. SEASONAL LIMITS: No fill material shall be placed, spread, or rolled while it is frozen or thawing or during unfavorable n-et weather conditions. When the work is in€errupicct by heavy rains, fill operations shalf not be resumed until the Geotechnical Engineer indicates drat the moisture content and density of previously placed Flf are as specified. Krazan and Associates, Inc. f-ac.cu offices Serrin^ Tf,e Wemem Limed Sriws APPENDIX (: PAVEMENT SPECIFICATIONS 1. DEFINITIONS — The term "pavement- shall include asphalt concrete surfacing, untreated aggregate base, and aggregate subbase The term "subgrade" is that portion of the area on which surfdOng, base, or subbase is to be placed. 2. SCOPE OF WORK — This portion ofthe %work shall include all labor, materials, tools and equipment necessary for and reasonable incidental to the completion of the pa�emcm shown on the plans and as herein specified_ cxcepl work specifically notes as "Work Not lncludcd." 3. PREPARATION OF THE SLIBGRADE - The Contactor shall prepare the Rlrlaee of the various subgradcs receiving subsequent pavement courses to the lines, grades. and dimensions given on the plans. The upper 12 inches of the sail strbgrade beneath the pavement section shall be compacted to a minimunt compaction of 95°/, of maxinxun dry density as determined by test method ASTM D1557. The finished subgrades shall be teslcd and approved by the Gcoiechnical Engineer prior to the placement of additional pavement of additional pavement courses. 4. AGGREGATE BASE: — The aggregate base shall be spread and compacted on the prepared subgrade in conformily with the lines, grades. and dimensions shown oil the plans. The aggregate base should conform to IDOT Standard Specification for Crushed Surtacing )lase Course or Top Course. Ilic base material shall be compacted to a minimum compaction of 95% as determined by AS1 it7 D1557. Each layer of subbase shall be tested and approved by the Geotechnical Fngineerprior to the placement ofsuccessive layers. 5. ASPHALTIC CONCRETE SURFACING — Asphaltic concrete surfacing shall consist ofa mixture of mineral aggregate and paving, grade ;asphalt. mixed at central mixirtg plant and spread and compacted on a prepared base in conformity with the lines, grades, and dimensions shown out the plans. The viscosity grade of the asphalt shall be AR-4000. The mineral aggregate shall be ]DO f 112 inch HNIA. The drying, proportioning, and mixing of the materials shall conforin to iDO1 Specifications. The prime coat, spreading and compacting equipment, and spreading and compacting the mixture shall conform to MOT Specifications, with the exception that no surface course shall be placed when the atmospheric temperature is below 50 degrees F. -The surfacing shall be rolled with combination steel -wheel and pneumatic rollers, as described in IDOT Specifications. The surface course shall he placed with an approved self propelled mechanical spreading and finishing machine. 6. TACK COAT — The tack Imixine type asphaltic emulsion) shall confarrn to and be applied in accordance with rho requirements of IDOT Specifications. Krazan and associates, Inc. Fle%cn O(tices Sci ,The Wcslcrn i;niicd Sraies mua> ao, S I� 91 � R�t tt AV �J. '.-.; Wgiihing Ear40 3 Tea. of Pvrvi oo N Ibq �ryya. a 0 El Proiccl Site zti t I ole Fiewe Rencrated from GOO-Oc F,111h KRAZAN & ASSOCIATES 11715 14 Creek Parkway S. Bothell, WA 98011 425-485-5519 4t� r4 FIGUTRE, 2: SITE LOCATION PLAN Lucalioll. R011011, washin"Ool Job No. .004-07022 Client: 'Heril: Fred Me ' N el' Datc: 71Y2007 F, F kk N H It' 0 ql T,,!is ccaif c,4 +v provi&ls iofiw,=1,7riof! :accessay to avahmm devewinIM propiSixsK. ( L . �1 I (tC ;Ui, : ­," `I CREEK 1NATEIS AN 1) CLAN F'R 1) 1 S FRI( I. "TRANUATE OF W%TERAVAILABILM 1) 1: Bkick: DP00pirifent: Itiackflow tot this site required. PIK" Wd by M' Zu LMOW-TIOn ill In M P"L N' 1: 0- 1�1 11, YQM n"T a MOIR a "Aa i"Mp.vnw"Q P> -noon B,­'tj ppru, i:J rt: i ri, , 1,1r v % A Q a M a j W WX a & n= ad "am a . 4 Ma & M, w " " t Q In N 0: w I:, moire W, hAmm W Wo Rom Te ladd, PkTolenm a, MWA a qw�uwl& (S", Gmu"Qu (Awirml Mims nmstbu in connumuce "Oh slaw la"". "i'v, X-rI.1 On MMQXU f0juhMn WqWMMMM mid cunipwnin 0M, Allut a A WS Uk UYVOY" k� W&L A�`ICIJIAiIWA U%W-SAIWI IT 111 11:4 !T;t jm, , 1t :jler pill", ciJjr in DEVELOPMENT p�ANING ,I Ty ()4 gEi�iTOhl JUN 18 2008 AVED Table of Recorded Covenants, Conditions, Restrictions and/or Easements SHADED Documents May Impact the Proposed Development of a Fred Meyer Fueling Facility, at 17733 108`" Avenue SE Parcel No. 322305-9016 ... commonly referred to as 17801 108" Avenue SE, Renton WA 98055 7502070239 8105050732 829843 858693 880063 956710 1128141 02-07-1975 05-05-1981 10-04-1912 08-02-1913 03-31-1913 10-05.4914 04-16-1917 6036161 8611051275 06-01-1966 11-051986 06-24-1987 8706241489 - - 8707240443 07-24-1987 9710050424 10-05-1987 8710220766 - 10-22-1987 8710220767 10-22-1987 8712031164 8801040279 8801040280 8801190616 9807180950 9006121123 20021003000635 20030122001043 20070409002397 20070921001926 20030122001044 20070409002396 8712299040 20070822900006 20070921001925 20070921001927 20070921001928 12-03-1987 01-04-1988 01-04-1988 01-19-1988 07-18-1988 06-12.-1990 Facility Charges — Cascade Sewer District Facility Charges — Cascade Sewer District Mineral Rights —John & Clara Winston TMineral Rights —John & Clara Winston Mineral Rights —John & Clara Winston Mineral Rights —John & Clara Winston — Mineral Rights — Clyde & Nellie Carr R-O-W Work — 105"' Place SE R-O-W Work — 108{h Street SE R-O-W Work — 1051h Place SE Covenants, conditions, restrictions and/or easements Easement — Puget Sound Power & Light R-O-W Work — 105" Place SE R-O-W Work — 1051h Place SE and 180`h Street SE Easement — Petro Benson Associates Covenants, conditions, restrictions and/or easements Covenants,.conditions, restrictions and/or easements Lease — Petro Benson Associates Lease — Petro Benson Associates Easement -King Cnurity [Fire Protection/A 10-03-2002 � Easement 01-22-2003 04-09-2007 09-21-2007 01-22-2003 04-09-2007 12-29-1987 _ N/A 09-21-2007 09-21-1987 09-21-1987 20071019000192 10 18-2007 20080109000833 01-09-2008 Deed of Trust/Mortgage — Petro Benson Associates Deed of Trust/Mortgage — Reconveyance Deed of Trust/Mortgage - Modifications _ Lease/Rent Assignment — Petro Benson Associates Eas,ement'--WSDOT (Construction -Related Activity) Survey — King County (Volume 59, Page 21) BLA — King County L07L0040 _ Consent to Transfer/Loan Assumption and Modification Agreement — Petro Benson LLC, Fred Meyer Stores, Inc., The Kroger Company, Transamerica Life Insurance Company and Other Parties Covenants, conditions, restrictions and/or easements Option Agreement/Right of First Offer — Petro Benson LLC and Fred Meyer Stores, Inc. Partial Reconveyance — Petro Benson LLC Annexation — City of Renton hill scr�f._ii V it«er . aArr+66.+- oa+, rrF+► "Imm ;TAB OF a"m W" cKmm I OF KU a +„ Y. VXU R. RAXN&* ?rsasu.xtr of Eing County, State of 1 DO KHRM I TW the tax rolls in My Custody ehf taxers afainat the following: fte J* a f tb o f the XM* of the of Ut TI?f#* MY RAMD AXD 0"IC IA. A&M this ith day of Oo t o WILL x •`O tT V. ;�. Iltt17:?; li�5t.IIrAarn.ne.: irr�a in, ipubipa��tsi rel iew,html' Repc ,itor_--lasLrepus.firstam nel& 17;?007 full 'Sij�'-,n 11�iL,c 4 tit 1) AbL. 'a im kamd paid, aw grazierb. 14'r yalowing dm-riA ----- --------- .. ...... . . ....... I�v jkf towsoly of. slate of wwkiiq ------ AliglAA-L.-, Z- Awwd in iwe""'r of I am ajaft 7WZS IS 7V CERTIFY. TUI ox lhis.— --Awu,at - ----- xof,.y ^Ric t) LI: f-istrepos.1- t -7` 007 VUH Smull lvui w. Vi(,�Ner hot A 01 9 .owl "A. 2. MVII ht lime JuRa. @0 7T 146� VAL Wj� A a,, . .. ...... --JAO#W$ ix Wk tlW ............. ---------- -- .......... ......... . ......... .. ... .............. 7w max *L -Ary -,A--VV &SWOOPIO 716 4, [it tp: t) rsTani-neL.'i mLigi ng, Rcposi tory- fast repos. firstan)-m:I& - 5/17/2007 1, [111 ticr�ell ling Vjt:nXl Pagc 7 of�/ Page 3 fa" tall). r I et.: IT D UO I I I I L�W. I i I ni PRc p os ito ry -6-strepos. f-1 i's t arn.ncl& ... 5, ; 1 7,'' 0 0 7 C� - - 0 "oet"ff ; 4 1 T) 00 7 p 1 1) [jt)j Sci-ccil 111i'lou r� %nLL OL Ar COUNTY TREAURBIR"S OFFICE .9. A. *WMMM. KtJ*Z COUNTY, WA4**0Mff0" VNEW Av&zch 31st, 19 Sdrn.AL flits so* awot7 H. Hanna, Tro&oua*r 0-f Wing -cou ion, do- baritty cartit.* titi" tai "114 'Awlim Ake" ar* no to raid tkxos agii*st the fa 11*kA MI of Ahe West on*-h&Xf of -tb* 241.lt� 00W . V-.Df Us Iviumed W boad m48 af:rl a lal S*Al thin $14t dAY of WiMW Gs �rrss I.AAAAA my lcl:..I 111,11-111 ILI: 5171`2`007 IliloC VW\CT P,1,-�C 4 01-9 who Oralmlor 5 alv_o_ rw an rl ;"R M'm -q f; , in b"4 paid, mnvt,7 and ww-mnt tip_ Q t x- IbB hnd �@�U Estate: rc0owfal 0.4 M gutted im the County of ......... Stain of w"Wartm. D&W tl*.- 'WITYMU'la., x1ate of a Notari, Pi3wm,, ao boroby "ruiry ON d6- day ut j/' SAP 00 WILI'a mmL-4fYD*At PI Ilt 11, jolRc pc s'14 pos, I i rstani. 1 7i'-'()07 full 5�r��n In�cl�' Vie���r P�tj-,e 0 of 9 - .. �'�i�IS76'.$.'E!� � •d7a�Z.�is - _. i � L a:T' .�.YM IIfllmw to 1N County of /- ... '_ . _. - 8t.te opt W� Offt& ht.ddyeof- _........_....__..._. _-.. ...�._._._..--O ip"'I TXiE5d18: IJ f .......... Y is rig;" #V 10 wiw *"Op No WMAC L $ad adt7tl W04W I�t1p:: fast. 111"M tit -ilk tlijMa'C'ilIg!pui-#,'pj,e,;'pre\-ie w.littill`?Kepos)LOF ltastre�30,,,-I netc�... 5AT-1007 hill Vlc«wl . TO Dated.....-- JrjLxp jr RgOUNST Oft ow ctap ----------- pnisut" and recorded In County, r mAirivIALM imobEw of A , I Of ZrOm fr 5;17:2007 Dull tiGrr�11 ln�,t��� l'���«l� 74�Y. Coupory 'tot MIS -O*FICit Ohl" 1. 4y w C GIM" OF S yC )) &a. I, JJL. 17, KLUMA, Treasurer of Kirw County, State of ►ashlr Do 3Jt»SY CXKTTYY tnRt the t" rolls in W custody show no paid tomar 4wainst t:_G following., NJ of Z* of ■*4t ]X-j of :TI+, Section 32-.23-9. ■I7'.M3 'tY N!.}:D 24a" OrVICIAL sSAI. thla Vqt� day Qf July. 19 a�7nty Treaa 8. ro b C. 3 liltL� lit111I'RLI,c> itf�l�-f�strrPc�s.tir tart�.riet� .. .17"`007 Pa_t 4 ut 9 iu thr yrrrr rrf' u'rr A'orrl• ,+ire Ile tim-c rril rrit, c I,rifttttrefi rrttrt ., Thi;'tSton .-. 1!t'n1"E'c,1',-. jahn.71ndtgn and- C:1.ar!s II1nat'erl hie_-stl tee.-_oS..Kin 'he Part _inwy *1"s! fJ:l1't frill Al i €�!' ........... ...----- lu/r l }' Of tirL jwtftttxertf;: 21 rit tit set id 1>itrt..iawfl'the IYrtt paf-t, for [rim in o,rf:vidi, ,urrauf ..:...flora. - nr... - .... ..-._..-_.... .--...... --. -. .. Coney of the 1-ruled 5't+rtrx, Pr, _ thexa in h+rrrri pard hrl the 4 of the sgeond part, the rerripl ,i h"o--frf ix hr:reby acl nun r)e-di,+FAd. d,,, _..__ Ly fh l�rttrrt, I3rfr¢riers, Sell, f.,'aizzefl r,iirl t'r t, fir►ir ripen, Nairt purl y - , ,if th r xrowd hi a heiry arid (f i.Kigax, the Jall'oovin g de cribr if !rrrel , lot o lrtttd, iiftratttr,lrlirr, irtrrL being in the E'ouit.trl r( .._ tl _...... .Cfrrfr, prr.rit:Creirrr/rl finrtnrtPrf and tlesrrihe.d ffh f'oflriir,r, tu-,i'it: . ................ ......... 7i�C__east hnqf OT tho. Spot half.--ar the Wea-t hMlf, of the NOT 4usr-tar _9f . �ba .,WP-r_th!re qt Qua oar vf.. see :era Th3xLy_ two UZ ) Tp�wnohlp I rFgAty thr.oO A 23) North Range Ylve(�) 394st T.Y. Cc T4 .z-k=-V-m Pf.-Jand..Aors or IQnAi ....aubtaat to 4mo meatre...►�^re granted for road along _thq_T*rth Ifi�o,,anr. CUbjact % mira=sl in-tha.grnatars._. fm ether with tit u{apurtrttcrrnce-', fir If art, «rail E.r Bold the xaid pr nzis'rs iritla tentritcrx, (turn Or kriid pitrt M ol't4e xretmet prr.t'f, rttr[d to T!E$R hf'-irx c jvrsrer, .,Irlrt the suiel pefrttes. e. -tlrr• lir��l l+•+, 1, . #,heir heirs, ra-rew-tr,ry it i�,trrrl{rrx. tfr, lift thexe promrsit.r rurPrrrttlt, ir'fittt 1044ff r€r trrr1F'r&f1 with the xrr rif the arrt+rrd pwri. yr. .tli; firth+'+i.+r\r r/a.v tlrrrt AOW.;C., (hi' Artitf, fa,art 1" l+rrrt, their rtfl ofirl ,!)I_+�ftlfrt'�'. fl arrrriar+rb�iter+.t,rr�rrtf rlt.•r•relyd+ritet t+rr„(fell, r,r tirrrrtivrur'rl., with tlrr. +rppi rrrrtrt ihr Audit Artyt y rrf ,,he .fr-rrtrt I0i1-1, 10r1r.4 rrt,it 118.111,Vrit.'r- ftf■rt rrli(lisr`i ittf p.,Irs.aN or prr*rw.* et, rIami llrr ."irrrle fir ►inf/f *#7* ALn4 *me-*pt %bq Ikc7ctoruro ■sated. Ilttp:';fj<:t.t�stui��.n�1 ini :arcicx4.E�tml''Rc�+c��itotz=fa5trci�os.tirst ii��.«Gtcl..- >,']7,r2U1)7 a amaj, of Xing (11"A to 1z, q1trzirp Thy, t On t4i.v 21 at day dy, July 13 &je ff, l'itijif, jif 4e1j,111-I)p fhp,ljjjj,* duly corombr4chrd grind sworw, pervwvrdbj cefmo, his wif# l41 074r A-PEW171 to 1W th4V 9-1444 dex,. rib ppd in err., d it -h (A ff.verif erd th p I I -i til j oo Nfe. I I nirpe4, ff #t I i I SiOpgrd 'ff* d Ne'ri'leo-1 the xrrrrtr rrx thol r IA-F'r If Md fW114 04 t4fil P dred fnr the rixex mpo,ri parpoxo.i thpr-e it; ottaku my hapof find offleilt! xelt 1, Me d,py rrrrrt yerrr in rhea rcriifle-,11te J"da').-y PffhUr im t2liff /i:r th,- Stub- ly, wrt ;pu b/ pag es:pre view Jit III P Repo si to r, 1 Tr! 00 7 I u I I �,t-rk'L2II 111m,--e 1 ki l Warr JIVROO i. .Tsthn.lFln.ol071, i" rifs ru aw My dry G r Hsu! rre.3srrl.til i.i f'olre:ye..__ .cr1._ - -,_ }a ' �i rl•(!/'r!r i,� - r�-�rc �.`t7'�I7J��, �i ,+�► i �rsf+,.sr of .4 d i...1y , ,• �"��fdkp�rrr :, r4 Itt11?:'. i'a�t.l irtil im i�ei,'irna in`'1}ubil��t�es:`[�ret io .ijtnil" lepcsilorti 1'.�.sir pt�s.lir�t�trtr.n�t� .. 5r l ;�i2007 i.- , ';',L-, tic -,I-:: ir: in _ :'11aa Air rs„rr �t � 1ue9t of Grantee, flak .i, lqi, .o. - Colv'ty Audit. '. g 956 i1V',Joiva w.,.-t=, et -ax. +€ ]tner Ba'"on V _ ! wT-ro: JChiand M"s lr-s1w�/C. hi$ KLiBF P_ �r111iA, QBR7.:FRC- _!i �eldsratio, Of -One. _— Jollars, In hand psid, convey and warrta- a, __rwr Benf!Lmj �. �.alor, of Syettle, Waeh., the followi� described real ae'ttta: - 7-he mat ama. holf of the seat cna iaa1. of the ea -it on half o: c Ro ,ortneast ore f ,,sty. � (M81) at the north great one fourth (YA' l MP &act: on thtr k� two (32) Tosaship twenta• :,L ee -_-_-_ --,—�123).,noith, range five ;S) 8!aat 4f. 55., except thlrV feet e1ang t." north at.7a r,P the shore f ^e$erihsd tract. which is reuevved for use as a row-k-- }•- andal=q eu ,tact to minnrft, r.Lrii_ . Sa- tb* rt-o re. a �- Bi 'l "d in tb* County of King, state of Was, ngton. Dat$d T-Ms 12th day of Nov. 1,912. _ _ �14*tia±eee: .:., f, 1'tinston . _•^e'_j VanA-Svanter :.v_n ;State of Pashington, )so fiounv of K1�a Howell, a Notary Pub-13 da _ - _ i•s L�`.h dGy of Po verbei-, ;, 91{, gs_ ±ossify ayn6B sd de= a* a ?sir• 'Ire. to .IQ& ;nw:r„ io be the individuals deecribe;. 1 u;a t, Rt;(] N mawladged e phxt the; -iSned snd aealed 1,b.: .. _ - ;, n. -tx-> ro^ ,tic ussa or* Fv-r.!oeas thereir. rn=nW:a>;,,• Given urd--•r my hams F•id ot':.., . - , i (E W If Kiotyri %l Sean { Coee F-x 14er 10, i i?iled f:,r r©ooY•4 .aC r •! s$ cr' i, :t 1 I'. K County r!i Utor Oftj'i.nj. '0'." Z7 'r T71I.V ', Lqj_jNot tr, �) • m i',tIte real 6 mE at Iarttl, 0 sto5ta f'11a6 jbr rG4?,7ro at inquest of Grantee, Oct 51 1914, at mi% -keit i T_ -ax. f JPJ02M Win8trUM =d CI—OrM WLP3t6nt hie WIf6j Gf Cn.1111a, Wash.. fw and in OUn- of ..one. __.DoI3Araj in hand paid, convey and wari-akii, to E2,mcz, B3n8Gn, a '>Ech- Wesh. , the follawing deacribad. "aLI estate: r gr_tbv at one halt of the aagt one hail morthoant vno h west, one fourth TWO' of Section tbi--AY two (32) To*n5bip twenty three try - five (51 F."t W. M. , except thirty feet &Igng the north Ed4a of the above ..... ..... ip r "'ar"d for use an a r9adwV a,-kd also 8Ub.len to mineral rigUs US County of (Zing, state of Washington. YApL,'j_-jh day or Nov. 1912. San,.) Ise X.'I rg T. 11OW011, a Notary Public, do h,Q­O,y cv;vtL.,V thi3 12th 4V of Noverber, 4 Imr so n %13y appesred 'cerovc� m6 70"1) 1;1118to 9, hl,,; wAre, toj known no be tbS indlvidaa2� do5criber? In, m,, rlr- -,!Vlly, lnqtr.merzt , and 3T,knowledaed V., ey --lamed arA sea-2 ad the mt"T�y sot and deed for the uaam tat purposes therein Giwn urd4x- MY hand and uPl'i -tro lov,jp�ber, A. B. 1912. R W 13 Notarial SOELI) ! (Clum Exvsr 1.0, 1916) St v hi Riled for record at rwjuact of Grv.,.t�E, lx+at P. County Auditor 4 l'i1l1 Scv"Cll %-�Jun�k:t- t4:,: ,,, k »trw •lllill.r .�. }�Y�1�Kri; S'atR nnl'1t ��e , Pr PL-P ry.r z`!r. arm a-•• .•�•= �: _ ,r •tl, Y�-i Mb I -)L I?,"'rf ��ttl : ,`4 l .t.iir,tanf.nti:'in}a if}t l�t}bfpa 3csi4�rc� -.lttrlfl?R po-siior l�zstrepos-ti}stzrn}.c}et, ... :'1 ���)i)7 sill SI:rc-en [nr,r VILIW r TfiF. Crt:ii'TUfta,. r.�y L-- 4 r. C+,... n ... . ter., for anc� rn su=:srdcrWlivn u iw :.-i::s. - _•Ali..{ r lrt lice:, paac, rcrr�ry urrd mur: a>t! lo... �'s• N .a ,.% i 4444 . 41i rnimcj( m and is !hc fa:iatFinp dEtIC 0d iZre! _...... ...... .... ;f..• ..� .2iGrtraxeat yea::=-r "t.:r:; r�S. r ..it ri" e i1.�.. BL-a .. , t ea.ae¢ru 4 an 4 .`c._ 'G�.: �.cr.+s norL.h i�r.a, Dated tirn _--___._1 r# __ .---..............doy if 19 _,.... }� i %iflti is 1") r f'1{'I1t'1.7'hr! rrrr Ibis_ ._ i.;. dru r.I--.__ �='I -----_ _:1. ... J..r.- r�.�, f1..• .r�,.l.�r'.: y�rr r!, ,r !''r�drs ►'!fl %rll �rrri�r,• 't rrrl )r. r f�fi• til.t1}• •rJ j1•.l.�'frrN�.:u, r{rll. ti r..Nr.�rl rr.f -•r-•.r H. pr r, .drrffrr,>rr.,.� _�. '�.��5�__,.--.a-:---�•=�--=o �1 Yb_ ..._ ��`:�a. h: w+r ir+or w P• be. jir r.d71'rrtarf.rf ■ .d..,.'rr8r f r..rn.f m h•• rr+ arlrr( fire x,1lr;►r rr..lrrrs l�tts�: i:17`200 / Full 'ci-Lcn Int,i wViomr Page 6 A") W AWCi IBM THE COWNT04, —ClIti- l. —iy— NJ;!,- I ... I ........... ................ ... ...... ........ .. - __ - ........ -- ic- and Ot CCFxj,idCrd6on of to hand P, eamay OW.W w --- - ------ ---- — --------------- - -------- - ...... ... ...................... ... e4V irtWe4f in and is the f4owing de.�crib4d 1?'-W Laclw. Qw. MIA= Q. MOVOT: 4j;.rt,bcmcs qu&r;jr,,f t4c Nartgazat quarter of SqcQqn 741rly Tur to 0 Irv; AM. opt W. raw. F&C 151 ja at. WX tc easement hcratQKFc y-art�.4 ter .0004. 11cyl, parph, line, Ar, Pat to x1n; w, 11100 in 1— vant L rw,7- - -- -- ----------- I ------- ------- . ......... ... . .. ..... . .... . .. ... . . .... Ow ......... .......... .. -ids. SGPtr of wathiplu I),I-'a Lr - — --------- do) of ... ............ . ------- 19 4-4.- . . . ..... ......... .. ............. -- -------------------- ... .... .. . ............ SY.-I It.' (Of' WASHISUTON, cmajej y X 1 1%Z ----------------- 7111S IS TO CVMTfYJ% T-44t rm v( ------ J At I ' t4 ON 'Prod/fir ifir VjXple- e,f 04�jxiyi, we, filte zimw!d &Wei *Ftnirx. ,11;_* ----------------- ------- ------------------------ t. me kw" go Jw Om rple"' MaIA _dAr-ocrobed *w ljtd Arho Ourruled Me wilkill imitrwil litt fi rs tan i moo m ao nQ uW page 0 pro, i ov JH m FRepo A I op—tasti-c pos. firstani -net &'... 717-'2007 1-t111 'ICILVII IIIM�LT P,i,-, c � o 1, 1) hLUI$fLHLV LAND pity Ded FROM A L, Ntrd Jrit,.4 P#4.4p%wod of the rolmov) ey/ and r rpoded *F V4. of .......... )"lop I?rf,jid.q # i, . ., RUM ATLMM I it t P: fi i "t - t-I 1, s t m 11. 1101 -, 1111,1 nr `p tj es;:p re E 'I c w. I i i 1111? R e pos i to ry — fa s t re 1) o J1rs t 1,1 ni . n e t&, 5. � 17,� 2 0 07 �.vv41 a�. ait �+uu �v• QUIT -CLAIM DEED RIW 37 rtmIor herein � •.y for tLe consideration of - one tloI ldr bolfars I • [hem i; and also of ber:ef:;s to Beeri.r to by rensnn of laying out mie- eai-hbla+hing a public road II it ,\ !I through t 'a i 3• property, ann wnicL is 4rreinsfter d-.Ml .be«, convoy 'ileaxe and quit. II '_'nu Qiy ni King Stele of W—hington, for ❑ar of I!i the po61.c forerer a% a per6Gc road and highway, all interest }� the followin describr rra1 estate, ',iz. ` i tThe Waa:eriy 30 ft. in width of the East i/2 of the fimnt 12 rf the best 2/2 of the N.E,} of the N-W.1 of See. 32, 'ihtp. 23 W.H. 5 E.W-X, King County Weabilggton E-^C4t :;s Nortb 290 ft. and EXCEPT the Sontk 660 ft, thereof. I�Containing 0.28 Acres more or lees. Iftfx 105th Place S.E. together -Ab the nght to make all necessary slopes for c;tts and filla upon the abutting proprty, and on each ride of said deaeriberi right of -way, in conformity with standard plane and Specifications for highway purposes, II end to the same extent and purpose as if the rigbta herein granted had been acquired A� condemnatson proueed- �i :ufrs under Eminent Domaic stattilles of the State of Wa3?nngton, I, situatad in the County oC... %.. State of Washington. i Dated this u day of /-i {► t i a A. D. 194,& W1TNE.4$: I� I STATE OF 1AIASM"GMH CGUNTY ............................. iln Ike. 10tF dayof Fgbyuarir I 56 before me, a Notary Public ur and for the State of Wdsbingtor,, duly cQmtni'�ionea and sworn, g;rsonally came BERNARO H. SUTTL L and r"1LOREp v, SLitTLE ro me known ij be die individuals descr;bed ir. and they ezenitcd the � ithin mWuvrient and acknowledged to rite that they signed and sealed the same as thcic free and i'oluntar% aci and deed for the Lives and u p rppt7ercin cleni;oned. witrev mjp haBd and official seal the day and year first above Y ' e;.. N.+farT Public in and for the Stare of Washington, residing at Seet,t;le_.-- o - 4 PC ' 4GF . 4 f % $ Ao l V%6 z i s � S E CASCADE SEWER DISTRICT, KING COUNTY: WA5MIWTON RISOt.UT1011 MG. -7-4 R RESOLUTION accepting certain sewer facili°ties and lines by L0 the District for service and maintenance and imposing a hook- 7 up charge in lieu of assessment to be collected from the O owners of lands subsequently connecting to -said lines for +'V sewer service. >^v C3WHEREAS, by Resolution No. 76, the Board of Commissioners has ::a c\.i r declared its policy of imposing and collecting Stook -up charges in lieu of assessments to property owner--- whose properties have been specially benefitted by and who may subsequently connect to facilities constructed at private expense and of reimbursing a portion of such hook-up charge :o the person, firm or corporation paying the cost of such Sewer facil- ity all in accordance with and pursuant to RCW 35.91.020. NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of Cascade Sewer District, Icing County, Washington, as follows: Section i, That the sewerage service lines and facilities within the following described property situated in King County, Washington, be accepted for service and maintenance: Commencirig •at the Northwest corner of Section 32, Township 23 North, Range 5 East, W.M.; thence Southerly along the section Pine 905 feet more or less to the South margin of the 1. G. Carr Road as established in 1972; thence Easterly along said South margin of tt•e I. G. Carr Road 35 feet to the true point of beginning; rbence Southerly at right angles to said South margin of the 1. G. Carr Road 150 feet; thence Easterly and parallel to said South marcin of the I, G. Carr Road to 3n ;ntersection with the West line of the East half of the Ens: half of the Northeast Quarter of the Northwest Quarter of tdio Section 32; thence Norther'• along said Nest line to :he South margin of the 1, G. Carr •.ao; ;hence Westerly atom said South margin of the i, G, Carr Roac :o the true point of Dcginning, ±:on Prior to t'oe connection for sewer erviee by any person, :rn Cr - rparation c.f pronerty ry thin tr•e aSave described area in X;ny Washinc:OW" ,c;cre be Cilsec:-.a from such party seeking n .1�e:on a it to-co-ie :'s c`�nr❑i- �,g �p�cir '_J , Section 3 beloti, as the n,;Qr,.onate Bost of c;Str,L± „ C{ 'or whit: the party applyir, for service or his predecessors have. not contributed, Section 3. Each person, firm or corporation subject to the payment } required to be paid under Section 2 hereof shall pay to the District, prior to connection to sewer facilities of the District, the total of N tti $17.13 for each lineal front foot of all property owned, leased or 11 otherwise occupied as and for proportionate contribution to the cost of conszructiny the following improvements: Size ken th On From 7o 12" 675.84, Carr Road Approx, M 1+ W of Approx. 164' + W. 103rd Pl. S.E. of 103rd P1. S.E. (ex, Metro M,H,) ]oil 1385,08' Carr Road Approx. 164'+ V of 105th P1_ S.E. 103rd Pl. S.E. (ex. CSD SeW.M.H.) Section 4, A copy of this resolution shall be recorded in the office of the Auditor of King County, Washington, for the purpose of giving Noticc to all present and future owners of the above described real property subject to "iate-comers11 connection fee. PASSED at a regular meeting of the Board of Commissioners this day of August, 1972. resident and ommissio r Commissioner retary and Conmiss oner 1, the ajid-orrigned. Sscrota:^y of the Bcar❑ if Cn=issioners, Cascade i Sever Jistre-,,t, 7:!s`.t-Ft-o,. cl:� hcrebq certify that tN, �it..ir, and -.._•egnirr __ _,.e ..,� -=c Lrr.y of ^rza',..ian ,c4.7. r jjl!�Ml C! 11,11111, 1''! lj�j ri RECORDED 02 AW PJ* 4 I3 DWCTO;t RECORDS a ELECTV� KING CCUNTY. WASH. RMNpW.YCdYlYita� CAS;CADL S1 WER t?;4TKIC,'l 3INC COUNlY, WA-1IJJN(;T0N RESO,U)TIdN NO, 461 A RL:SOLUTION accepting certain C7 sewer facilities and lines by the N District for see vice and mainten- ance and imposing a took -up charge 0 in lieu of assessment to be col-lected from tPie owners of lands its subsequently connecting to said ('- Iiif eS fur sewer service, ulii cor- recting a typographical error in Resolution No. 264. WHEREAS, by iResaiucion No. 76, the Board of Lomv�is- sieners has declared its policy of imposing and collecting aonk- up Charges in lieu of assessments to property owners whose ;,rop- erties have been specially heriefitted by and who may subsequently connect to facilities constructed at private expense and of rei,,- bursing a portion of such hook-up charge to the person, firm or corPoratian paying tine cos_ of such sewer facility, all in accord- ance with and pursua7t to RCW 35.91.020, acid WHEREAS, it has been discovered that there is a typo- graphical error in tl�e legal description contained in Resolution No. 264 which should be corrected, NOW, THEREFORE, BE IT RESOLVED by tfie Board of Commissioners of Cas- cade Sewer District, King County, Washington, as follows: SECTION 1. That the sewerage service lines aL,d and facilities within the following described property situated in King County, Washington, be accepted for service and maintenance: Commencing at the Northwest corner of Section 32, Township Z3 North, Range 5 East, 11.M.; thence Southerly along the section line 905 feet more or less to the South margin of the I.G. Carr Road as established in 19i2; eiionce Easterly along said South margin of the I. G. Carr Road 95 feet to the true point of beginning; thence Southerly at right angles to said South margin of the I.G. Carr Roars ?SO feet; thence Easterly and parallel to said South margin of the S.G. Carr Road to an intersection with the West lire of the East Quar- ter of the West half of the Northeast Qtiarter of the Northwest Quarter of 'said Section 32;. thence Northerly along said West line to the South RESOLUTION NO. 401 SUBJECT: Correcting Resolution No, 264. -1- ,�x1',u�aS'�ucnrWR1-C'v'��i �19�G�c+}�,r�r+S.��sPlr��'1�QR�a � ��_��_ __ '. � •• �. e`�t't �S1k'�k'11�„i�,ns� margin of the 3.5;. Carr hoed; thence Westerly along said South margi3i of the 1.G. Carr (toad to the true point of beginning. Si_�C710t 2. Prior to kbe connection foi S(,h'cr scrVice i,y any Ircr_an (1 firm, er corpoi,-ion of property within the above dcscrihcd area in King County, Washington, there shall be collected {ro! Such Q i\.l Party seeking cannection a late-cnmtrs charge as specified in Section 3 bclrw, as the proportionate cost of district facilities for which the party applying for service or his predecessors hire not contribute(l. SECTION 3. Each person, firm ar corporation Subjer_l to the payment required to be paid under .Section 2 here,)f shall pay to the Dis- trict, prior to connection to Sewer facilities of the District, the total of $17.13 for each lineal front fogt of all property owned, leased or otherwise occupied as and for proportionate con- tribution to the cost of constructing the following .improvements: Size Length On From To 12" 675.84' Carr F-ad Approx. 840'+ W of Approx. lf4'+ W. 103rd Pi. S.E. of 103rd P1.5.E. (ex. Metro M.It.) 10.. 1385.osl Carr Road Approx. 164'+W of 105th p1.S.E. I03rd P1.5_F. (ex. CSD Sew.M.14.) SECTION 4. A copy of this resolution shall be recorded in the office of the Auditor of ]ling County, Washington, for the purpose of giving Notice to all present and future owners of the above described real property subject -to "late -comers" connection fee. SECTION 5. Resolution No. 264 of the Cascade Sewer District, King County, Vashington should be and the same hereby is amended to conform herewith. ADOPTED by the Board of Commissioners of the Cascade Sewer District, King County, Washington at a regular open public meeting thereof held on the /GYe— day of Janaury, 197S. _ ? r sr ent ommissionner 0 ssionel' ecretary Gmm25530ncr RESOUITION NO. 461 SIFAJF.CT! Correcting Resolution No. 264 `rrpler. Record at Request if File(' for record at request of CASCADE SEWER DISTRICT 17200 120th Avenue S.E. Renton, Washington 98OSS su 9£ 6 #N L i 33 �6t 51 1n:3d- Q3�130��1: 0 t, Lo RLTtTN 10; CASCADE SEWER 01STR, 10828 SE 17W, d w , L'. UoQtkt U; RENTON , WA 48455 MSCADE S:i42R DISTRICT KING COUNTY, WASHINGTON REM F rz MUTlo.l vo, 1454 22 A RESOLUTI0H of the Board of Commissioners of Cascade Sewer District, King County, Washington, establishing latecomers costs clue Cascade Sewer District on GLID 24. waEREAS, the Distr3Ct has herotOiore installed, at its sole expense, a sewer trunsmission line co wonly referrer to as OLID 24; and WiNERHAS, said sewer transmission line will provide benefits and services to the property describe& in Inhibit "A" attached hereto, whim is made a part heroof by reference thereto; ana WHLPEAS, it is the policy az Cascade Sewex District to require reimbursement for any lines built by the district and/or by an individual when said line provides Benefit and service to adjacent property; and „iiEZFels, tie District Engineer has conontea the properties, benefited and the values of said benefit as applied to said properties - NOW, TALPEFORE, BE IT RMOLVLO by tie soars: of Commissioners of Cascade Sewer District, icing County, Washington, as foilm;s_ SZCTIOV 1. .That a iateco.-..ers rate is harely established whereby the property described in Exhisit "A" will be and is required to pay $17 M 55 at 154 feet of aepch, per frcnt foot, with a sty service latecomers charge oa J M .30. SIM ON 2- That no service s ali A provided to any of the property described in Exhihit "A" aricr to the person .ppiying Mr service and paying the district tt, clove established charge for all property held by the applicant nic.� 'ies within Exhibit. "n.I ADOPTED by the Beard Of Commissioner, of Cascade Sewer District, King County, Washington, at a regular open public meeting thereof an the 18th clay of December, 198u. 1454 ` RESOLUT1O NO. Siff; PAFF LE,_'President 1 � ,UBJECT: Establishing Latecomers Charges JONI Alf, secre La .1/ f-- - CASCADE SEWEi. DISTRICT U.L.I.O. No- 24 LATECOMERS LEGAL DESCRIPT;0.4 Lne North 15 feet of the S,)Uth 66%) .,at e ::as[ half of tree Easr teal: of the WE -.t half of the Xorrheasz L,- o.- the Northwest quarter of Section 32, TQwnsinip 23 NorthRanse 5 ";-1. . in riiag Counry, Washington, QUITCLAIM DEED 234-83-R GLL R/W 377 .445 The Braeter _ here' a Property Division A ree+'tent executed by him f" the enasidenrim al as --^ i98b said also of tfeetfna to ,r+s hiat b7' teases of i"ing t,at sad eaeabtiahisg a public rand dLwtjb his y.vperr]. and t .ticb is hirmissher dt"bc4, taareyZ_ release-L aetd g4it-tie ig m The tt2 or R in9- $�ft of tashiaron, for use of the Fiblic fa ter, as a public rood Lod higlirsy, all immst it the talc - iy described real estate, incladial awy areeT argaieed title. Tr-e south 30 feet of the so:jth 264 feet of thc- east half of the east halt of the northeast quarter of the northwest quarter of Section 32, Totrrtghi,, 23 tlorth, Range 5 Fast, W.M. in lrinq County, Washington, 5'1{C£GT -he east 223 feet. CPntains &n area of .02 acres, M/t S.E. 180th Street i KING COUKT'f NO EXCISE LAX NOV 5 m �o9o�zza 96'1i-'n, #1275 RECD F Fin CRc.X51_ Filed For ftmd At Ik Request o{ i An �PX'ty" Iwgt*a W" *0 brit ter -am all "ammay alsPaa fw wL aad Oils UPm tie abvitias prgyertl Lad w eaisl war of arid dta : b< aismthrDA7 wo dawaa Play nW sped otium lie *s7 Pospers, and to L& s , sztsat and Pampas" m it lbs t' 91" - I 0911W lad hem mega oa b7 eordara6m prasedaiap -dos Latost Dmem statats st tlts Stab at Waaitia/ba, mitasted A me oamtty or _JLl stab si Wilishasaan. It r J de WAFE Of WASHINGTON, I sa.C:.�.:4a rir.r i ber --*y U- i k— w hose satidaetorr evidrrtre riot Peter J. Madre fi(rted This o vtmte.tt yrrd rei rtot.ledsad ie to be hie frre VW wrhtntary Sri for the Lets mW parpoets ntertianed Nl [ltu ifutrtLneltl. BMW- ► ,Votary PWIC 7a na4l6r fk 5tafr of lFaa}}spfpta, V.-I Oa�tt#a�t�ta reei/imp et t.+ . s.r,.,-e�Lwt V.-::,_:a_-'...'�tt.ti. M fear oft oar• e, t11r Xfnppvietu:nerrryirts - 9E rNc fJ. 2J4-83R I ^'RRIY NO. 85-0135 g/W 377 104 QUIT -CLAIM DEED The grant. -5_- here in_-_LdNren[e Q. Burgess and Addle L.__&rr eS for the crasideraz:on a1,.___.?r�y?0��1�,._�c _._....1),I tars 4ad also of bane Prrs ro arcr ve reason of iariP4 our and rstablrslLing a pabIis Granto-,' s ,.fewer s , A road thew vh ..---.�... _.__. —. aorc,i• ..A ,.blob i. her-,nah.> Arsr,;hrd_ �rr,� . quit- iomo 5 io the Coantr of �f'�Stare of LYashington, for use of ncC Public forever, as s puhlrc road and hishwar,all iniuest its the following described real esiate, including am aftc, acquired rule. TA. 235 lhat portion of the h-rtGerly 260 feet of the Southerly 480 feet of the East half of the East half of the (lest half of tre Narthea5t quarter of th, "orthwest quarter of Section 32. Towship 23 North, Range 5 East M.N., lying within a strip of land 60 feet in width, .avinq 30 feet on each site of the following described centerline. Mfleginning at 3 poi:it on the centerline of Carr Raad as surveyed by Ding County Survey xi31-23.5-5 and dEsignateo as Engineer's Station 53+04.6E; thence South 01`20'06' "West a distance of i,T65-19 feet; thence along a tangent curve to the left having v43 radius of 75.00 'set trough a central zn41e of 92°09'4 an arc distance of 121.95 ',feet; thence North nE, [4- fast a d45td�tC of 522.64 feet LJ the terrines, said ,terminus being South 01`26'23" hest a distance of 1.378.82 feet; thence South 88" 8t0'24' West a distance of 2?0.36 feet from the tlorth quarter corner of Section 32, Pownship 23 Morth, Range 5 East, ►f.14. m All in King County, 'Washington. Contains an area cf 7,300 Ge_ Fr-, or 0.179 Acres, M/r. ." 1057:z PLAC' S.E. #fieG FFc; Record Al The Request 1N I' . King CokAf Reis Frcl;erT 0,iiisten tmG 00MY NO EXCISE TAX JUN24W B0949175 t rr'—Wr. •, Z T � ?.. r;C.. ^.; M 14e9 pFC . tA5VISL 00 tmeoAw wall W *M a =&U Q aMpm ft oft and M ■ m the abotboi P%W is will s *@0 ddw siff mid 4OW9.4 ia'-011- " wift adednd A- and blr NO mj >m7waiis, ota,trtmid1mlmmica* almMakpapit fwarwiudl� wMiw ys,trrdirep U16a stdmiL Domak 1111111101111111111 d do am" ad Nitii*saar ir,gis"d A the *"NNW d._____.. King f me of wuhh5eaa DOW da. t 3th _ as It Janus AL V. ] 7 STATr OIP WASHINGTON K OOLINTY OF... ....... 19 ...... fJctne_ I h ..... . ........ day Ot m,&, it NOWY rubue in I. =4 for the State of Wmhmguu, duly commimaned and XW02M, PW%M&lky G&M- . "�O a rerice.. . D,,. bU �S Sal'dA 4­ -.9 r.6- t s. to w kA*,-.,, to be the '... ... .... — ..... r �—, doecribed in &Adlb?Y-- e2tcul, ' the w iotiu iwm-cat " wko-6dced to — 'Le =d moslad the same uAwdmmivy "t and 46W for *4 tray am purpa" tkwew Mir nwa ABOL ommnaj *ewl vew _Ir SOO IF I Notary PubLie in and for the Stare ofWaabinglon, residive at_ . .. ....... ...... J LAMA WUP51 II MR jI j I �f 0 0 T oe 16 pt 1 493E APPENDIX A MaARATIM OF COVENANT ASSOCIATED NTTR M LTr-FAMILY/C0?M)tCIAL RETENTION/DETMTIOR FAC11.17IES AS PROVIDED IN NEW SECTION 10 OF ORDINANCE 1,931. "Declaration of Covenant "In consideration of the approval by King County of a permit for application 10-C87-059 ro at a to real property Tagallr described as follow : Notch Benson Center Legal Descr`.ptian - Attachment 'A' s,7 ID7 „4 4 .4-1 The undersigned as owner(s) covenants and agraesctdttja 7 00 "I. All necessary sasemrtnto will be dedicated to the County for secess to inspect and, if required. Maintain or repair the facilities, �* "2. If at may time rind County reasonably determines that O maintenance or repair tsork is required to be done to the i• retention/detention facility Installed on the property de-cr'bed above, the director of the Department of public Works 6 Transportatioa shall give the current holders of arny right title or interest is the property sever days notice that the county Intends to magus sorb repairs. The current holders of any right _itle or interest in the property will assume responsibility for the cost of such maintenance or re- air; and rill reimburse the County within thirty days of receipt of the Invoice. Overdue psyments will require payment of interest at the current legal rate for liquidated judpmts. and any costs or fees incurred by the County, should any legal actior be required to collect such paymunuts, will be borne by the parties r sponsible for said reimbursesmrts. "3. If at any tine King County reasonably determines thst any ezistin retention/e' tent ion system poses a hszsrd to life and lids, or en ugors property, or adversely affects the safety and operations of a public way, and that the situation is so adverse as to preclude urittcn notice, the director of the Deportment of Public Works 5 Transportation may take the measures necessary to alisinate the hazardous situation (provided the director has first made a reasonable effort to locate those interest holders before acting) . The current holders of any right title or interest in the property will assume responsibility for the cost of such msintenance +mud repair; and will reimburse the Couanty within thirty dsps of receipt of the Invoice. Overdue payments will regoirs p-.yrent of interest at the v rrent legal rate for liquidated judZuears, and any costs or fees incurred by the Cosruty, should any legal action be required to collect such payments, will be borne by the parties responsible for said reimbuarsemmis . T4 r w •� F riLD 10F IN" at Us o r 73 4M These tavenants are titended to prate" the value and dealsability of the real property dascribed above, and to benefit ell the cl,istes of wing tY. They shall rim with the lend and b• bind.nd on all partl . having or acquiring frm Petro Berson soclates their sneeassers any right, r c e or aterest'in' i�prope r_y or my part thereof, as wall as their hairs, auoceesors end assigns. Thy skull inure to the benefit of .rcp prossut or rvturs successor in interest of said property or any part thereof, or interest therein, and to the benefit of all the citizens of Ling County." i PEM BERSON ASSOCIATES or O N f` Q r er George Osporne. Jr_ General Part r STATE OF VASBI>AGTM) ODUIr! OF KIPG )ss On this dap personally appeared before use ieorge Osborne, Jr towe known to be the indiv a serf Fm and e�cecuted the within and foregoing instrument and acknowledged that they signed the same as their free and voluntary act and dead, for the uses and purposes therein stated. Given under vy hand and official seal thin 17th day of Jul . 1987. J. LANA MRJA# FLAIRWMO* �oeaae.an�,s ROTARY PUBLIC-In-and' L ! tare of Washington, residing at ReAeond ATTACHMENT 1 1fglOi 1d4t41 illlGlf n CRY E 6 im TOAI POEr1Ol OF 186 NOR3'dCAST QUARTEE OF TU 80RTEMST Q1i&MR 4F StMON 32, TOWN RLP 23 ROM, RAWX 5 EMT, K.M. Ill CINQ COUWff, VASEINCTM D2BCRI20 AS FOLUM t ■ 4jop1.04 Al iki �' ld ww• ti for • nr! •/rT/�RAFf Aft TU SOUTISRLT MaCIR OF CARR ROAD AS ESTARLISESD U1M68 ZINC COUMTT AIMITOR'e FIL.R NO. 72"I"277; THESUR SOOTII[ 01'26'23" VEST ALOW 6AID WM AARCIE 795.85 FERT TO TM NDRTI LINE OF LOT 2, 9109 W="- SEORT FLAT E0. 76"" AS REvOEDED VPM NECOEDIDG 40. 844918Q739; Tm SM% E8'09'42" MEET AIPEO 1AE NORTI LIn OF SAID ..Or 2 A ➢ISTAms of 185,30 FW TO THE PUTS75T C➢UW Of SAI➢ LOT, TRENCE 90M 01'21i1'23" MET ALdrC TU UM LIMA OF SAID IOT A ➢ISTANCE OF 120.24 .f2T TO TU 50UT7UM C0OU TIUMM; "MECE PORTZ 68'041'42" EAST ALUM TS 30M LIM OF SAID LOT A OINTAA= OF 185.?O rW TO TU WERT IIARCIE -V OP OWN AM Mi SOVTUABT; Tl1ENC6 sam- 01*26123" WUT A1.QIIC SAIP Wm HARGIN 144.24 FIM TO TIT: NOM LIM OF THE SOUTH 264 Fl= OF TEE NORTMAST QUAMR Or TEE AORTWEST QOAICTIR OF SAID SECTION 32; TEXOM NotTV 8e•05'42" EAST 1O.QZ FEEr TO THE WUT MARGIN OF _08[h AVSM SOOINEAST; TREECE 5OOTE 01*26'23" WEST AI,= SAID WEST MARLIN 234.30 FBRr TO TVI ROM HARCIE OF SOVTRAST 180T9 STREETS THEELs SOUT9 08*09*42" i."T ALONG SAID NORTH 'IAEGIN 206.42 Fmrr TO In ?OINT OF CUEMATURS OF A COETE TO TU RICeT OF RA➢IUS 45.00 FEET; TELIM NOKTIWISIi ? ALOW SAID CURTE AND SAID MAMIE 73.21 FEET TO TEE, POIDT OF T.Al1GENCT ON TIM EAST MAMIE OF 105TR FLAG: SOUTLEAST; lRUCE NOtTE 01'22'26° FAST ALONG SAID UST MARGIN 992.56 FLFT TO THE SOUIR LIRE OF nM Haan 290 FEHT OF SAID NORTMffST QQARTENI TNFJCi ROM WWII" CAST ALONG SAT➢ SOM LINE L20.38 FELT TO THE EAST LIM Of THE VEST 150 FIST OF THE EAST HALF OF THE EAST LUX df THE VEST HW OF THE NORIMAST QQARTIE OF TEE NOATiPIESQUARTFA OF SAID SECTION 32f TU RCE AMTR 01'22'26" EAST ALOVC SAID 'AST LIU 171.45 TM TO A POINT OR Tel SOYSI RICET-0P-VAt Lm or CARE ROAR, um ro1DT KING ON ■ CUM TO Tat ucu FUM V8im T8i CENru sUxs SOWM te'49'38' Un 1959.36 FEET; TEMCE LASTnLT AL=C SAID RICET-OF-VAT AND SAID CURIE (TUDOM A CWTM ANGLE OF ]0'51'31") 3.)6.8t rwt; IW3X.L NOISE 01'24'4!" EAST ALONG s&ln SICA2-Or-WAT 29.26 ml To A P01wr ON A CURTE TO Ala RICRT rm VAN= TEE C901L REAR? SM. O7"44'10" EAST 1819.56 Flirt TEiECt EANTMW ALONG SAID CWn ALA "IS rSCW-l0r-WAT 150.01 fM TO TbE Mirr tr T1P=ffl T� i08SE 36.5011V SAST AZ.L= SAID IUGW W-Why 54.74 ilnl =>SyCL sewn 74-40I lil &i.: wR to Tw POUT OF sactanwl cmumma 1 .9" O MEf FEET, f OR I =$. I i 1 C noictim 1bt and is ao•sidarati- of Cbm mallar (01.00) and other ►alu+bia co eiaaratiane the mmipt of tiish is a raby ack sLbdpA, ASSOC M'M. ■ t bwbdaa ft Carmr•tion s2tilrnlLr �. • aas�vrit awe, a 'Dmd OLI% •t male h..L f.rsr C..wp ar .Ww . fi = scum Pow= a UQfi cDbo%wy. a W•hbw- c - p..ihtr Cusps' tm fr V p I rose bapi.db m he* ■ psepi 1 a.aw.r fir. amrm ad —W Ae laE biwhs &0-&w rad faw-l7 ow - :,asii.rt King CgsA. Wsoimo_ I d h a. SEE ATTA® EXXIBIT 'A" V ti IS I71TrW TAX MM NQUMED •• cc br dt Dee+lel -�L-- . dun Fs[cp a maybe odmr hr se fmlh heron Grantrc i r*hts dwD be ex i upm dot pu;ruo a dte prq. rty Ithe —KVot. d Way- hereia! 4&w bud . khow, L-46mai.iA.463 werY4 SFc. ATTACHED EXHIBII�T ''BB' ww AS�P� rr^. Kc OUPTO �S w �: � A saw �EVt)t• 1 1'a}..r GaerKe ri.Y ia.e lFe reel b ,appal, airiA.ik trywc_mphormd wAwp m ^ finym eidaI mic rrrw.swn mww di.0 s s.Ac..pce a.d the F4"-way ,.dn .d .emnwS . or mmum Ip pare&em&r_reilinh. kmdw&bdarcrot N todw ewdriWs.todcaedeikfir+aosawAud.e leer .riir. rarrok& w i+ and e>nd.d •A+t-dheied or gated armm.d Ewflar. FWko dh ImUd aw saaeeww el hc@W s Grsee Boy hm fte b Uwe rmravd..h sidramst 1.r.3ritea a f my -mp* s Ai Gmftw dmM b v dr ram. d ear. tr Are ltiehrdaVe7' mw rod asses **Propriy&pmwWGwww m ea- cae is rl j-hatsasedar. W*vAA dal QwAm AZ owapmank Grm w fir ary mte.ae *a *e hgmiy amW b. a 4*w- d.r laid ri�rt d ame.F t Ssrrolhr. fmira�lr}Cra+x...4ar. a,re b � teww: tseL tsoiees, a erc daaseflrr wWallre a6N4y ad owiecel ad gads *e �ift-d-e ID the edryl h>ea.alh erpsyy w coo, m e dle pep... jo wk . plh t lard, pr idet the fonewme ar M4 c..! camAm rlad. a dye .alai �rprectlaeiia ts.de tv jtaf . 4 a.sdti.s it era. r••'�I pr..r . wdi waL pa6artey me irrrl.r..ser+Ma.'..isgwit tdifariiru�rrdcrrai�e«eywt�raryiyrwe.ensaoWe{erdeA}�elt6eRiS►d-N�_��ssrs��Wd./ r.Rs�. J - adrr prey dsd he piSad theer.a rtirh ror}d br s.s�mhiy apwei+e w �rar>id tsrtissSte�Y.Mre sad ram. 4 GsdsPs Ur J RWd 'A 7. Comm ie mes dry nSW b a.± dye R*�-d'w$ for ary P.- ax &wwwjmel w& i dw r- , bored a I I dal emON sha lot rAseaw, or..ialsi aeZ bwOasp K Ai.r sli�eae.e tie l s67h•- �irb wwdd hmmlvr"albe acerd d e rieha 6e.rip ganbk tSd to Atom , amm bu or cow Mw d ait► ! >rs I SCOVJW sdrA ie Aar se der PraFaO' •d wh w. I drsaio ier Q aaerrdt Craelere'e tsc>Al . w Ae $,r+r-ei-were s ewer the l.rOaal MWW u said fmc6he rod thm ao ti.,[iui rttat0 6e da.r oiiia 1Sreet d,re lii j kW- W". I. $ .sd awmei� ti: atwmt• CCROM apse a'MWMQWJFY ad bw hradraGdmtw imm am s .,a— biui.r Aw&wAgeasdfw.iby."Fm-m +lbeair.dbyt\sC�Yr rdr+fr.�jr Mr rt poohw leer rr�m dw• ow be a a Grm 1I.,s:y bowi...%L&W dawgw w art p mm aes.i.d ttas w sttMa 5 of QwNb . a MUNAM ast. rho xor i.ai grr *d" amomm wo Wr h � r Ge.rrr c+W.. ar !N 4 ■ p.W aifiw (� �r i il3.w "am— er ni.s l..+.� ara a• r�ierM.wwir rr.f lef}� t., ales a. mmb, �"le d�.d . lewd e�rsd by mow -: of GAmmWs Wam er WWk OmW om tomow m tV W110-�wML�lNary widdn soy i.Mrt d *me bwa ie dye %we*4 i ~ iwawrrs wli In O#ft wrd ab%nimr d die pr9m Ann .re+. ae 4. im.f s d rd it y+ries"m A,de No • •mmdL ay. Authori!!�Wry L grATXCW WASPPJUrON I ss CDKPORA'M �.-r ONAMOF Kirog I Qv.&b_W&y.j SMUMkr 87 Ade a &EVDAWWSMAF' mak 4p _LWse It. _,%)Yers sod sm be &r Authorized Signatory and of COMANY ow —p— 60 ONOM04 *A iNdFMMML Jmwywmmddeed dadd mpet Noa tw&eummdp V Imo she radewiadNW, of said rvp' seal aaim offhed dw dor, and yew dae �oiAllr 3-19 ZrATE OF WASHPIG7M I ea29eRAM�ACXpIoWLzpGa4EN7 MUWN OF 0., d befiee x The wKkafpm& 5 app—W op m �ft a ]a am ad od di d vim msomwrm. 1",111,114 1 , WA adwMawilo dw am bobwood ho kwsw I& wad &M. so "d &96 d am rrWdpwpm 6wo4 SoMb" md w w& ward 60 4, *Wbwlmw op eaacww ad Affiew b 00 ampomb ad Wkwo my Iowa ad owkw and I sifwed be day whim lw do an* d mwhbow "Aftg im �;Ajno.&" L 9 ' 2'W910 00okni ALSOCIATS3 30 07M11'!S kJ+iG"!Ol 235-12i S1O;IaI! '11' Tur M=w OT = SOomm "um OY Ta 10S m= QUEM Or {SCTk00 32, ■ 70SSlmur 23 mm* um S UST. V.x- I0 Km !I0 u1 OARSIDCi01 momman SSCISSRSC AY TSR trim Lmm Or in vm BAIGID 0r 10RT1 ArIMOE LORiMAST AM TU SOSMM? FARM OF MU WD As IEMAIUCE D Mn IIM COOIITT AWIT02'S nu S0. 1209290277; S" $1026'"" SW ALOrC SAID OW UMIA 35.95 TW TO Tat MONK LIK OF WT 2. TIM LOOM =MT nAT 10. 28044 AS NWDK ® RCMDIM 1O. 84091/0739 11L1CL Roo. Li'09'42" MAST ALDoc ru BIRTH Lin Or LAID LOT 2 A DIM== O< 153.30 MT TO T3i 001nWW CORIILR Or RAID Lail TIROM DOWN 01'26'2r WW ALWC TRL WR" LIME Of SAID LOT A 01S16M 0/ 129.20 MT TO Ta SwAvi IA1 Comm Twenty; SBRIM 2M. SS'09'42' LAST AWN TM ioM LILT Or SAI7 LIT A DIi10M Of i6S.30 l6LY 70 ffi MISS %MAQM Sr IOU A1ENK SDIIIlMAL7; TEM 9001H 01'24'23' ARST ALWC ALTO VM HAMIS 1M.24 TLL7 TO TOM SOLr L'M Or TW 60m 264 rm Cr TB SOBTimmT QWTLR Or 7W 1022RST Q0AnR1 W SAID 59MOR 22; TW= MORTE LS'R9'42' LAST 10.02 ■ui I4 Tw VM %LwzW Or 10St► Aftom wurm3i; T>saCs Sourm 01`26,23, VEST mwa "n Mi. mum 234.30 YOT To THE 19STM unlit Or SOVTSIAST :JOTS LTWT; TWO s 01 RS'09'42" WM ALWC LAIR ROM %AKIN 704.42 TSET TO THE MINT Cr 000►A7E 0R A cat To TSL Skiff W RADIO 45.00 Paz.[; A 4DITU AIrER2.S AUM RAID CMVI AIM UIL M UIR 73.71 YI97 TO THE YCINT Or SADGKICT Or THE LAST SAWW 0Y L05TS nACi L MEAST; TWmm 00SSfl 01122124' EAST ALXG SAID LAST Mama 9l2.36 MT TO TIR SOOT; L11R Or TM BORI7 290 MEET Cr LAID SORTLMEST QVARiii; 7EM0 NM WHIP SASS ALGEC SAID Mown LILT 120.3E TEST To Ta "a Lm Or Ta YART 150 m? Or T$ IA57 RAIY Or TIM UST BALM 0Y Tu wn SW Or TU MTELAST QUIM Or 1= LOLTLWM Q041TM Or SAID 51Cii0e 32, i I T� V=n 016I2'2P L-r ALM W'J Wr LINZ 171.45 MT TO A POINT 0■ TW SOM RIGU-Or WT USE W CARI WAD, MID 10I)T MIX OB A MM TO TIM SIM YSAII iA N= ME CBS= SI►SR Wn 11'49'3r WT 1859.i4 T14ET; T LAIMILY AUNK LAID ncw-Cr-TAT AM Mo CMR (TuoucR A Qwm&L AMU Or 10'S9`f1*) 3ss.Sk Peer; TSSICL R019 016241490 LAST AIAM6 SAID RlcST-or-4AT 29.26 FM TD A rVW 00 A CWS 70 70S RIM TSCx_ WESM T01 CLMTIR Rpm SOM 07*44'Ie SALT 1179.K FWs 710M L VfMY AL MC LAID CUSVL AD SAID SIpT`Or-YAT 13o.0! FuT To = row 01 7iMCS7 as no= Nam 04.50' it un ALMS M0 B704-W-W M.74 Mal MWNX SWTN 74'40'2I" SAi2 74-36 YW 70 TU YOXW 0Y atclsomj EXHIBIT 'A" September 16, 1987 1ro,tk Ba Plaza lasamaats for 9abertroad Meetrical To Pacet toast Poser 6 Utbt Co. pr&paned 1f fartou Denali ai uacciates. Inc. Sob to. 57a-0( Augwnt 29, 1907 Revised September 10, 1997 Revised September 16, 1591 � f I ` A riWbt-cf-way over a strip of land lyinq within the Northeast Quarter of tie Northwest Quarter of Section 32, T�vo3hip 23 lorth, lance 3 not, V.I_ " County, Vuhisgtom. right -of- ay being described as follows: m letiamtet at the North Quarter of said Sectlan 32, 3eiag the isterseetios of 101IR Avenue S.E_ and S.E. Carr Road: thence South 01,26'23' pest along the centerline of said 109th Avenue 6.9, 1271.99 feet; tkaace Barth 81M37134' Nest 792.92, feet to the easterly margis of Mtk Place S.I. sad Tree Point of Beginniag of herein described right - of -ray; Man" North 01.22'26' Last along said Easterly warcin 917.56 feet tc the Saeth line of the Nortk 2" feet of said Northwest Quarter; t%emca North 96-50118' last along said South list 30.09 feet: thence Soot% 01.22126" lest 214.% feet; thane Worth 88•37134' Vest 12.00 lost: fiance 30stk 91-22,26' Vest 460.00 feet: thence South E8.37131" But 12.00 feet: tkeaee South 01+22'26" Vast 245.00 feet to a point wkick bmars Swtlt fft37'Nast 34' from the Tr" Foist of tecinning; j tbuK* worth 6f-37.3d' test 30,00 feet to the True Point of Beginning. i 2 r 17, 9B7 A right -of -may over a strip of land lying within the Northeast Quarter of the fiostkmW Qsarter of Section 32, Township 23 tattk, lance 3 Best, ,.i., Live Comity. tarkirtton said right-of-way being described an follows: Betismimt at the north Quarter Ourmer of raid Section 32. being the istwowian of IOoti Are*" S.1_ and SA_ Carr Read. thrice South 01.26*13' Met aloe, the aesterliaa of said SWtb Averse 5.9. 57.7E feet; thews North WWII" Beat 50.00 fort to the isteraaction of the vast aar*in of aeia loft% weave B.S. and the fottbarlf asrgis of said 0_9. Catr and Be Mtak IA" L26C IS34 Comity laiiter's rile no. 72of1fB m; tf owv own 7rwz, Vmst atom, said anothatiT martin of L1. Grr 101A 74.36 960t7 tkasca Scud WSB•lai" Best along said southerly aerfla 21.00 fact to the Tree Potat o' D"inmiwg of hsteta aeaeriimd riobt-ot-+R: tM4c. Seen ono 'a, last 20.00 feat; Besse p:XNrRrT "o' EXHIBIT "B' somth :6650'18" west 35.74 te-_t to the Pniht of Curvature of a curve to the Jett of radius lass." fe ; thence westerly along saA Curve 118_61 feet to a point from wbance the center of ssid curse bears South oN 49'U' Rant; tbewe South 06.49'18` Last 20.00 feet to a point oo a coaeeateie emus of tmdlwa 1s311_E6 Lett; thence continuing westerly alww said concentric curve 111-49 feet to a point from whence the crater bears south 10421'21' East; tbemCe North 10.21'21' west IO.DD feet to ■ point on a cbatentrie Carve of tadias 1849.86 feet; thence coatimuia4 W*sttrlT along said eoncentric curve 94.54 feet to a point from vht4Ct the center of said concentric Care bears South 12.56'26" Bast; theam South 12.58'I4` East 20.00 foot to a point on a concentric curve of radius 1229.86 fast; tbeaee coetimeiaq Westerly aloha said concentric Curve 58.35 feet to a P044t free .hence the center of said Ceeeentric verve bears South 14.49'22' Last; these* North 14.49'22' Nest 30.00 feet to a pout en a coacentrie Curve of radius 1859.66 feet Said point WOO on the southerly suvia of said S.E. Carr Road; thence :asterly aloeq said concentric curve and skid margin 226.91 to a point fro! -%— tie "eater of said coscestrtc cone bears South 07.101981 fast: thence North 0I.24149' East &low aid margin 20.26 feet to a Point a a cu"* y%mm the tester hears South 07.44'10` Last 1879.86 fwt; thence RasterlT along said curve and said eargio 150.09 feet to Ow Point of Tamgpcf; thence North 96.53'18^ East along said marcim $5.74 feet to the Trrm Paint of segihninq- t e n EXffi$IT `B" f - 9 ' ItOtrTE BMW; PIAU To to x sanm POMM t< LIGNT COMPM SR*eiaed) A right -of -ray over a strip of land lying within the ltortheast Qaartt.r < of the Northwest Quarter of section 32. T4m sh:p 23 )forth, Range 3 rg5t, V,$_ King County, Fashingtoa, said right-ot-way being twenty 120) feet wide, the centerline of which is dexribrd as fellows: Beginning at the ltorth Quarter corner of said Section 32, being the intrrsectlon d' 0`_ 10M 1l7ease S.E. and S.6_ Carr ROad; thence South 01.26'23" nest N along the ceaterline of said 108tb Avenue S-E. 419.20 feet; thsnwa d' North 98-13'37" best 634.73 feet to the True paint Of Degianiog of said ceattrlibe 01 rigbt,Of-vay; thence SOutb 0-08'16' pest 191.95 feet; theate North 84•37'34" Vest 24,00 feet to the Easterly ■argin of 305th Place S.C. and -be tereinus of said right-of-way. vrrpared by mart m DvDall it Ausociat4s, For - Jo Ito. 5746.06 Augnrt 27, 1987 Revised September 10, 1187 September 16, 1927 - NO Change M QUITCLAIM DEED " 377 G1 The granlor�—htrein?�i8�i�i9(;� si Washtnfitan..yp„pf�j pQxjp�tih3D-� ----- -- --- --- For the eeutelderetion ot�'T.—=.:.:.-_..:.:.:.�..::.:._�...:...:..,.-----.--.....�.............�......�...,..� � s Mrd siww4 beaeflLj w %cenc to__. T1 .._... _ bx reason of laying ont and esrubliehisg a public road through. _ its ,_proparwf, and vhi:h is hereinafter described, can.ef 5, retesae S, and quk-efaim,5., to At County of ��( (11 Sl., _...- _._� _ Slate of wash;ngron, rot use of the CQ Ptbtie {greeet,as a public road sal highwey,alI interest in the following described real esrare, including CO any after acquired tkIe. C T.L. 52 {� That portion of the Hortherly 180 feet of the 5 itherly 680 feet of the East half of the East half of the Hest half of the Northeas, quarter of the Northwest quarter of Section 32, Township 23 North, Range 5 East H.M., lying within a strip of land 60 feet in width, having 30 feet on each side of the following descr='ed centerline: beginning at a point on the centerline of Carr Road as surveyed by King County Survey 31-23-5-5 and designated as Engineer's Station 53+04.6R; thence South 01`20'07 West a distance of T,165.19 feet; thence along a tangent curve to tt,, left having a radius of 75.00 feet through a central angle of 93"09'44" an arc distance of 121.95 feet; thence North 88°10'24" East a distance of 522.64 feet to the terminus, said to -minus being South 01126'23" West a distance of 1,378.82 feet; thence South 88' 10'24" ilest a distance of 220.36 feet from the North quarter corner of Section 32, Township 23 North, Range 5 East, 1I.M. All in King County, Washington. e,7, 1022 M07e.6 Contai,s5 an are . a of 5,400 ft., or 0.124 acres, MA.. CPSi F rip 11 R/w - I05Tsl Pi.ACE S.E. KIAIG�IR'IfY No EXCISE TAX OCT22M7 m� Filed foi Record At The Rcquest Of n m King County heat Property Dnvision togetber with the right to tacks all neeeeaaq slopes for casts sad Blls upon the abutting property Led an each rids of maid dt"bed rigbt-ofwy, is conformity with etaadard plum and spttiflutioas for tdgbway purpeseq and to the same a=teat wad Purport mail kbe righta bertin granted had been segoitad by eoodemnation Droceediags vader Iimiesot Domdn Ltatalea of the State of Wsehlagtsa, allotted In tog Oeimty i state of washlegton. Rated fwL ]3th a .- October 4 D jj 87 Rl'f7�r ' PETRO K.r50i1 CIATES B: - borne, r., Partner I�, 0 STATE OF WASHINGTON ) ) ss. COl1N7Y OF KING ) 1 certify that I know or have satisfactory evidence that George Osbornf, Jr. signed this instrument, an oath stated he was tuthorizsd to execute the instrument and acknowledged it as the Partner of Petra Denson Associates to be the free and voluntary act of such party for the uses and purposes mentioned in N, this instrument. Q Dated: October 13, 19B7. J. UM WUr19 eun� otary ub Ic n an or e3� of Washington residing of Redeand. My Appointment Expires May 1, 1990 QUIT -CLAIM DEED RIW 377 t- A - The ;rentor..._—here In_ - —PET00 BENSON A550UAT0, a Washingtongeneralrtrershiz� for ile consideration af----------------^-- - - - -------------------------- i olins -uv+@6o-sfbenefrrs to accrue ra _.--___i.t,......-.....-_'y reason of layiag out and establishing a Public road through_ .iis_ —Properly, sod which is ba,�inaftcr described, conreTS--, rtleesc5_ sod geirslsim,5 ro the County of_ Kino T_ —,,,,,_Stare of 4sshington, for use of the GPublic fore.rr,es a public rosdsnd highway,all inocrest in the following desc.' rd real estate, ;ncluding C any after stquired title. e-t T.L. T98.8 777 That portion of the 5outher,y 220 feet of the Rest half of the Last half of the Northeast quarter of the Northwest quarter, and the Southerly 220 feet of the East half of the East half of the West half of the Northeast quarter of the Northwest quarter of Section 32, Township 23 North, Range 5 East H.M., lying within a strip of land 60 feet in width, having 30 feet on each side of the following described ­anterline• Beginning at a point on the centerline of Carr Road as surveyed by King County Survey 31-23-5-5 and designated as Engineer's Station 53+04.68; thence South 01*20'08" Nest a distance of 1,165.19 feet; thence along a tangent curve to the left having a radius of 75.00 feet through a central angle of 93°09'44" an are distance of 121.95 feet; thence North 88°10'24" East a distance of 522.64 feet to the terminus, said terminus being South 01°26'23" West a distance of 1,378.82 feet; thence Sou-u 38' 10'24" Hest a distance of M.36 feet from the North quarter corner of Section 32, Township 23 North, Range 5 Eo,t, W.M. All in King County Washington. ij`7/1Q,22 oc( —'L.f 1 E: RECC, F Hll}pna Contains an area of: I4.752.$3 sq. ft., or 0-453 acres, t;/L. Al R/W -- 105TH PLACE S.E. S S.E. 160TH ST'REE7 filed For Record At The Request Of King Nunty Weal roperty Division (SING cMKrf NO sXGja TAX m N 4 tegetha with tba right to mate aO aecenu= siapts fm cuts tad fill. err^a the abatting property and on eseb side of mid described rightaf-way, to cnmlars it7 with ttaerdrru puma wad speciacatiaaa for highway parpMsl6 sad to the acme aunt sud pesfwae se If the rigbie hernia grouted bad beta aegaind by cuadataas;lon prveesdings under Eminent Domain statatea of the State of Wsahiagton, ■iterated Is the Osusty of KI n Bute of washtngton. Detail ebt. 13thT fiu October L.D. 87 4YI IIij88 r , P 0 8EN5 ASSOCIf ne. a ArTrA AECOAOINQ MAIL TO: Camilla Taylor Ralstor. 58th Floor, Columbia Center 701 Fifth Avenue Seattle, WA 90104 ACCESS EASEKENT Petra Benson Associates, a Washington general partner- ship, its successors and assigns (collectively referred to herein as "Grantor"), hereby conveys and grants to Petro Benson Associates, a W16hington general partnership, its successors and assigns (collectively referred to herein ac "Grantee"), for the benefit of the real property legally described in the attached Exhibit A ("Benefitted Property"), a permanent non-exclusive easement a"Ea"sent") over and across the 'Sllowing described real property ("Easement lj Area") : 0 (7 A portion of the Bast half of the North- V4 east quarter of the Northwest quarter of N Section 32, Township 23 North, Hang* 5 X East, W.M., in King County, Washington which is described as follows: Commencing at the Northeast corner of the Northwest quarter of said section, thence south 86*50.18" West along the North line of said section a distance of 281.25 feet: thence South 3'09142" Fast a distance of 32.53 feet to a point on the Southerly right-of-way of Carr Road, said point being the TZua Point of Begifmina; thence south 1'22'2." West, 273.16 feet; thence Nort)j ee'37+34" West, 245.17 feet; thence North 1'22126' East, 25.00 feet; thence South 88'37134" East, 220.17 feet; thence North 1'22126" East 244.90 feet to the intersection With the Southerly right-of-way of Cazr Road; t.;ence following said Southerly right-ot-way of Carr Road along a hor:.- zontal curve to the right and concave to the Southeast whose radial bears south 6'54115" East and radius is 1879.86 feet an arc distance of 25.24 feet to the Truo Point of Saainnina. EXCISE TAX NOT p`O' TIRED The Easement in fcr the purpose of providing vehicular access to and from the Benefitted Property from and to S.E. Carr Road. The Easement is appurtenant to and for the bene- fit of the Benefitted Property. The legal descriptions of the Easement Area and the Benefitted Property are based on the lot lines anticipated by Grantor after completion o£ certain lot line edjuetmctt.'s. The legal descriptions may be corrected by Grantor, in the event the lot linen are further adjusted, by the recording by Grantor of an amendment approved by Rinq County which shall reference the recording number of this $gsemant. This Easement shall run with the land and be binding on fp and inure to the benefit of all future owners of the Easc- *� went Area and the Benefitted Property. s{ Cl) Dated: 1957. A PETRo BENSON ASSocIATES, a [� Washington general partnership 1] Ry ,1 Caor a 'sba e, sr.;, General Partner STATE OF WASHINGTON ) COUNTY OF KING ) I certify that I xnov or have satisfactory evidence that George Osborne, Jr. signed this instrument, on oath stated that he was authorized to execute the instrument and acknovledged it as a General Partner of Petro Benson associates to be the free and voluntary act of such party for the uses and purposes mentioned in this instrument. Dated 1487. NOTARY PUBLIC, State of Washingtont I v u MiufaMq My appointment expires Nwry RU4c sr,3E OF WASHING" M, C_ F* EXHIBIT A BEINBFITTED PROPERTY LEGAL DEB(RIPT2 N - LOT N A PARCEL IN THE EAST HALF OF THE NORTHEAST OG'AF,TER OF THE NORTIVEST QUARTER OF SE' -ION 32, TOWNSHIP 23 NORTH, RANGE 5 EAST, y.9. LOCATED 18 KING COUNTY, WASKZNCTON, WHICH IS DESCRI➢ED AS TOLL='t'S. COMMENCING AT THE NOATHc:,S: CORM DT TAE NORTHWEST QUAR7E3 OF SA!I SECTION; THE.YCE SOUTR I0T6'23" HEST. 341.34 FEET ALONG THE EAST L;SF OF SA-D QUARTER; THENCE NOR7H 9B033'37" HEST 50,00 FEET TO THE WESTERLY RIGHT -OF -HAY OF IOETd AVENUE S.E. (ALSO KNOM AS BEN50N HIGHWAY SR 5151 THE TRUE POINT LF BEWYNING, THENCE NDRTH 8E037'34" HEST, 140.90 FEET; THENCE NOF-V 11122'25" EAST, 295.98 FEET TO THE SOUTHERLY RIGHT-OF-WAY OF CARR ,.)AD' THENCE FOLLOYING THE SOUTHERLY RIG. T-OF-'JAY ALONG A HORIZONTAL CUR-; TO THE LEFT WF:OSE RADIAL REAR5 SOUTH 3029'58" EAST ANL RADIUS IS 18 M86 FEET AN ARC DISTANCE OF 99.63 FEET; THENCE SO'1'9 ¢ 1022'26" VEST, 445.92 FEET; THENCE SOUTH B8037'34" EAST, 219.72 FEET TO THE WESTERLY RIGHT-OF-WAY OF 108TH AVENUE S.L.; THEl10E NURTR 1026'23" £AST ALONG THE VESTERLY RIGHT-DF-WAY LINE 161.00 FEET TO THE TRU �OI_N" M OF 41EGINNING; 0 N LEOAt_._ , DESCRIYTIaN LQ? I rf A PARCEL IN TBI EAST HALF OF THE NORTHEAST QUARTER OF 74F NORTHWEST QUARTER OF SECTION 32, TOWNSHIP 21 NORTH, RANGE 5 EAST, W_H. LOCATED IY RING COUNTY, WASH1335TON, VRICH IS DESCRIBED AS FOLLOWS,, COMIMICING AT THE NORTHEAST CORNEA OF THE NORTHWEST QU'4TER DF SAlo =TIGN: THENCE SOUTH 96*50-18" VEST, 315,29 FEET ALOHC THE NOP.TN LINE OF SAID SECTION, THENCE SOUTH 3005'42" EAST, 56.18 FEET TO TAE SOUTHERLY 31CRT-OF-WAY OF CARA ROAD, THE TRUg POIIfT a B NNIkG; THENCE SOUTH :024150" HEST, 220.51 FEET, THENCE NORTH 88031'34" VEST, 161.02 FEE':; TEENCE NORTH 1022'26" EAST, 233.42 FEET; THENCE NORTH 19°14'33" WEST, 51.62 FEET TO THE SOUTHERLY ATGMT-OF-NAY OF CARR ROAD; THENCE CONTMIHG ON THE SOUTHERLY RIGHT-OF-WAY OF CARR ROAD ALONG A HORIZONTAL CURVE TO THE RIGHT WHOSE RADIAL BEARS SOUTH 13033'02" EAST Ak6 RADIUS IS 1859.86 FLE7, AN ARC DISTANCE OF 165.52 FFET TO THE TRU F4IHT U E MM ECAL DESCRIPTION - LOT d A PARCEL IN THE EAST NALF OF THE NOAFNEAST QUARTER 07 THE NORTHEAST QUARTER OF SECTION 32, TOWNSHIP 23 NORTH, RANGE 5 EAST. V.H. IN KING COUNTY, WASHINGTON, WHICH 15 DESCRIBED AS FOLLOWS,. COMMENCING AT THE K07THFXST CORNER OF :HE NORTHWEST QUARTER OP SAID SECTION, THENCE SOUTH $6050'19" HEST ALONE THE ADATH LINE OF SAID SECTION A DISTANCE OF 554.62 FEET; THENCE SOUTH 3009'42" EAST, 87.35 FEET TO THE ZM POINT a BEGINNING; THENCE SOUTH 19014'13" FAST, c5.3$ FEET; THENCE SOUTR 1022126" HEST, 16I.36 FEET; THENCE NORTH 88037'15" WEST, 1S1,42 TSET; THENCE NORTR 10;2126" EAST, 180.51 FEET 7o THE SOUTHERLY 1107-OF-WAY OF CARR ROAD; THENCE ALONG THE SOUTHERLY RIGHT - OP -WAY at CARR ROAD ALONG A HORIZONTAL CURVE TO THC RIWBT VKOSE RADIAL BEARS EDUTH 18°4A'78" EATT AND UDIU2 13 1459,lE TEST AN MtC DISTANCE OF 135,14 FEET TO THi IQ �Z LF aIM4 0T P71 9 (14 0 59 -1 � NE a,N�N`�,SEC 32, T23N, R5E, WIM KING COUNTY, WASHINGTON .. � Cnrrn Y Gase o-tn r lr�rvr-s- .U.%.: i - k4�ef/4N' K.6l1S. I :Avcr,.a;S E I,Benson ';2aiad ) �rz �r ,I " 1 se 7a alb ACT. R11Y m 1 IDS. od re zy' 4� • 2''+t`;e' h,sr, ,a.v .�. ve ..3-. >. ..rr-i 1 , .� . �, � - � ', V sf'.-rrOr✓ . '. ` 6rr8ar ✓.�5,'na -� S ? crF nI W 1� LT) rrrrrr iflJ l��l! ���71717N tl- �.�.5'pt'l R11'�, i111'. S:J aV�Y_R S C,E4T1�'L;C.E RECORD OF SURVEY eFrnhr.e� r a c�;.? d PETRO-BENSON ASS 0C. JPyF MA,ou,tI .5?41 YO AFTER RECORDING RETURN TO, DECLARATION OF COVENANT *�Vlll 0 '7' 37 Parcel 8g3 �E,-D _ _ , CASHSL Il This Declaration of Covenant ('Co�anant") is Made this MJQ day of October, 1987, by and between Petro Benson Associates, a Washington general partnership ("Grar-tor') and Icing County, a political subdivision of the State of Washington ('Grantee') H`ereas Grantor represents and warrants that it is the owner in fee of that certain real property legally described in Exhibit A attached hereto ('Property'); whereas Grantee is presently processing and reviewing plans in connection with building permit number 87-0559 for the project known as North Henson plaza which project either includes or is adjacent to the Property, aind; whereas said plans propose to divert from their natural course of flow certain surface and storm waters 5o as to cause them to flow onto the Property where they ail' be channeled into pipes and/or open ditching across the Property, Now, Therefore, in consideration of .:.he approval of Grantee of diversion in said plans and other valuable comideration, receipt of which is hereby acknowledryed, Grantor hereby agrees as follows: 1. Grantor hereby grants to Grantee a non-exclusive easement across the Property for access to inspect and, if required, maintain or repair the pipers and/or open ditching ("Drainage Improvements') through which the surface and storm waters are channeled, provided, however, that in no event shall this Covenant be ^onstrued as imposing any obligation upon Grantee to inspect, maintain or repair the Drainage Improvements. Z_ Grantor shall maintain and repair the Drainage Ispro-ements as may be reasonably required to keep the Drainage Improv—wents in gocl operating condition- 3- If at any time Grantee reasonably determines that maintenance or repair work is required to be done to the Drainage Improvements, Grantee shall give Grantor at least seven days written notice to commence such maintenance err repair work. If such maintenance or repair work is not timely commenced and diligently carried out, Grantee may perform such maintenance or repair work at the expense of Grantor. Grantor will reimburse Grantee within thirty days cf receipt of the invoice, overdue payments will accrue interest at the judgment rate in effect at the time payment was due. Grantor shall, in addition, reimburse Grantee for any costs or fees incurred by Grantee in the event le ,._l action is required to collect payment due from Grantor under this Covenant_ 4. if Grantee reasonably determines that the condition at the Orairage Improvemen_ poses an imminent danger to Iife, property or the safety and operation of a public Tray, then the notice required in paragraph 3 may be modified to such notice (or lack of notice) as is reasonable u-ider the circumstances. Q 5. All references in this Covenant to Grantor shall be r4 deemed to be to the then fee owner(s) of the Property: no 0 prior owner of the Property stall have any liability under M this Covenant for any breach occurring after transfer of title to a new owner- s- This covenant is intended to protec.-t the value and desirability of the Property and to benefit all the citizens of Frog County_ This covenant shall run with the land and he binding on all parties having or acquiring from Grantor or Grantor's successors any right, title or interest in the Property or any part thereof, as well as their heirs, saroessors and assigns, and shall inure to the benefit of all the citizens of King County. In Witness Whereof, the parties hereto have hereunto set their bands: GRANTOR; GRANTEE: "ETRO BERSON ASSOCIATES. a Washington general partnership gY a General Partner STATE Or WASHINGTO ` ) ss. COUNTY OF VJMG ) I cpatify that known Fr pr have satisfactory eviden!e that _�sr- ,, ! - signed this instrument, on oath stated "t he vas adthorized to execute the instrument and acknowledged it as a general partner of Petro Benson Associates, a Washington general partnership to he the free and voluntary act of such party for the uses and purposes mentioned in this instrvyient. Dated -, - , is v - r L Rd" PWM NOTARY PUBLIC, State of Washington wo++f kft MY appointaent expires _ �;� LEGAL DESCAIP€IDN AN USEIEIIT IN THE EAST TINY OF THE XMTWMT QUARTER OF THE NDRTMdEST WMITR OF SECTION 32. TTRIRSMIP 23 NORTM. M W 5 EAST. Y_M_ THE CElITERLIIE OF OMICM IS DESCRIREI AS FO M-, culEMCING AT TIE NORTHEAST CORWR OF THE WRTmF_ST QEMEA OF SAID SECTION, I THENCE SW1N Ol'mir IESF ALOX TK EAST LIRE OF SAID NM M EST QUARTER A DISTAL OF 1,344.3i FEET. TM3U NQM $rn'3' VMT. 40-0 fW TO THE IESTERLY RICNT-%-MRT OF IDITN AVaW SOU WEAST (ALSO lbw AS IF HICWAY, SR 5150, TIN: TILE 1'OIIIT Df EG[ANINi THENCE TIE NEXT TNRE£ (3) CQIEISES KING A FIFTEa (15) ON EACH SIDE OF THE FOLLOW W DESMIED MTERLIME. of SOUTN HRI'O9'42" NEST 706.85 FEET PARALLEL AND ADJIWIT TO THE NORTHERLY i� RIGHR-OF-MRY OF S.E. IBM STREET: THENCE ALONG A aMVE CONCAVE TO THE NNDUST N NIM m RROUIL TEARS NORTN 01'60'lr WEST AM WINS IS 37.50 FEET. AN ARC DISTANCE TO THE RIVIT OF 61.101 FEET; THENCE MOM 01-22'26" EAST 790.V FEN t PANRLLEL AID AD ENT TO TOE EASTERLY RIGHT-W-1MY OF IOSTN RACE S-E. TO THE POINT OF TEfeU1Rl5 OF SAID EASDEIIT AND VEARS SOUTH 56*M' 53" NEST 963. n FEET FROM p SAID A017W JMT COMER OF THE NORTMIEST QUARTER OF SAID SECTION. QD THIS EASENENT '111' 1 THI M RIX COIMTY TAX LMS PRESENTLI WAGM 122,36.6S,177.14N.235.S2 AND M. sitnatea in King County, washiugton- a IXHIBR q i R (p -Z- 37 pop , 1883(a) AFTER RECORDIRc RETURN TO: Q DECiAMTlo" OF COVENA)rr is Declaration of covziant ('covenant') is made this R day of October, 1987, by and between Petro gQnsor. Q Associates, a Washington general partnership ("Grantor') and r� Bing County, a political subdivision of the State of Q Washington (`Grantee'). .iD Whereas Grantor represents and warrants that it is the owner in fee of that certain real property legally described in Exhibit A attached hereto ('Property'); whereas Grantee is presently processing and reviewing plans in connection with building permit number 87-0559 for the project know-i as North 9enson Plaza which project either includes or is adjacent to the Property, and; whereas said plans propose to divert from their natural course of flow certain surface and storm Waters so as to cause thew to flow onto the property vlere they vi., be channeled into pipes and/or open ditching across the Property, Now, Therefore, in coazideratson of the approval of Grantee of diversion in said picas and other valuable consideration, receipt of Which is hereby acknowledged, Grantor hereby agrees as follows: i- Grantor hereby grants to Grantee a non-exclusive easement across the Property for access to Inspect and, if required, maintain or repair the pipes and/or open ditching ('Drainage Improvements") through which the surface and storm waters are channeled: provided. however, that in no event shall this Covenant be construed as imposing any obligation 'apon Grantee to inspect, maintain or repair the Drainage Improvements_ 2. Grantor shall maintain and repair the Drainage Improvements as may be reasonably required to keep the Drainage Improvements in good operating condition. 3. If at any time Grantee reasonably determines that maintenance or repair work is required to be done to the Drainage Improvements, Grantee shall give Grantor at least seven days written notice to Commence such maintenance or repair work_ if such maintenance or repair work is not timely cc=menced and diligently carried out, Grantee iray Fj,o ':;s Pe_„d M he Requesi Of f { perform such maintenance or repair work at the expense of Grantor. Grantor will reimburse Grantee within thirty days of receipt of the invoice. overdue payments will accrue interest at the judgment rate in effect at the time payment was due. Grantor shall, in addition, reimburse Grantee for any costs or tees incurred by Grantee in the event legal action is required to collect payment due fror Grantor under this Covenant. 4. If Grantee reasonably determines that the condition C of the Drainage Improvements poses an iaminent danger to life, property or the safety " operation of a public way, N then the notice required in paragraph 3 nay be Modified to 0 such notice (or la..k of notice) as is reasonable under the circumstances. *) 5. All references in this Covenant to Grantor shall be C deemed to be to the then fee owner(s) of the Property: no prior owner of the ,7roperty shall have any liability under this Covenant for any breach occurring after transfer of title to a new owner_ 6. This Covenant is intended to protect :." value and desirability of the property and to benefit all the citizens of King County. This Covenant shall run with the land and be binding on all parties having or acquiring from Grantor or Grantors suoressors any right, title or interest in the Property cr any part thereof, as well as their heirs, successors and assigns, and shall inure to the benefit of all the citizens of King Comity. In Witness Whereof, the parties bereto have hereunto set their hands: GRAMOR: GRANTEE, PETRO MOLIAM ASSOCLiTES, a Washington general partnership SYj�_�. ''a''ren .-al Partner MTE OF WASRINGTON ss. COUNTY of KING I certify that I know sor have satisfactory evidence that ?l c 1 signed this instrument, on oath star that he varized to execute the instrument ��1 O C r1 0 JD l I and a0mowledged it as a general partner of Petro Beason Associates, a Washington general partfiership to be the free and voluntary art of such party for the uses and purposes imentiormd in this ins'_Yyment. I Dated .' :�v ,� 1 1 l9e7. 1 546FpF wimpffibum VOTARr PQBldC, State ^of V scinyton F*O d 60 AwI-'as My appointment expires a--- 0 LEGAL BESUIPT191 AN EASUIENT IN THE EAST N%LF OF THE 1=111EAST QIMRTT T1 OF THE NORTHWEST %WITER OF SESTTONI 32. TMINSHIP 23 NOR"'+_ RANGE 5 EAST, M-H- THE CDfTERL11E OF MACH 15 DESCRIBED AS FOUAZ: COCKING AT THE WTIIEAST COINER OF THE NORTHEST QOA M OF SAID SECTiX. nom som 01'21'23' ZEST ALOHHG THE EAST LINE OF SAID MORIHiEST QWVU A G?STAKE OF A36.53 TEST; T1EW1 NORTH 88'33'37' WEST, 50.00 FEET TO THE IESTERLT klw-W-4&w OF Imw AVOW SOUTHEAST (ALSO MINK AS 5WUN NIGNRY. SR 515), THE TROE POINT OF BEGINNING- YNM THE NUT FIVE (S) COURSES AETIC A IM (101 `-.T ON UZU SIDE OF THE FDLLOYINNC OESCx M CWTERLIME: NORTH 80135' 1D' NEST i.23 FEET; THENCE WITH A2'Z5' 32' VEST 20.00 FEET; THENCE a0RTH1 W'33'29' WEST 163.82 FEET: THEIFCE NORTH li'OiW WEST 110.66 FEET; G TKKE NORTH 4rS7'19' NEST Z%.30 FEET; 7WJKE THE JUT OK (1) COMME BEIM A FIFTEEN (15) FOOT EASENW. 1.50 FEET ON EACH SIDE OF THE FOLUNIN6 OESCTII'W..r {v MRMINE: MWPI 00'23'Or LEST 131.56 FUT.• TIENCE THE NEXT TIRO (2) COURSES O BEIR6 A TEN (1D) FOOT EASENW. FIVE (5) FEET ON EACH SINE OF 7IE FOLLWINC q' PESCRINED CEITTENLIK: NORIN N'M*W WEST 179.5I FEET: TIENEE SOM 7TW41' O WM 125.08 FEET TO THE TERMIUS POINT OF SAID ENSOM INN CH IS ON ?iE WES7M'f g mw-OF-WT OF 105YH PLACE S.E.. SAID TE)mms POINT sim som wivir Q VEST 8A9.2T FEET FRON SAID MONTIEAST COUP OF THE NORi1NE3T MUM OF SAID SUTTON. Un THIS FASOM CNOSSES THN OM KIM CWTT TAX LOTS P2ESEHTLT MUM" 318.317.66,52,16 AM 246_ situated in King Ccwnty, Washingtpn. i EXHISif D 3 1 t AFTER Re;CORDATION RYTURN TO; Northern Automotive Corporation Attn: Lori BraOley P. 0. Box 603G Phoenix, AZ 25005 MEMORANDUM OF LEASE c�-iSN •� »» .,�r 1 THIS MFMORANDUt•1 OF LEASE, made and entered into this 20th day of November, 19B7, by and between PETRO BENSON ASSOCIATES, a 4Iashington general partnership, hereinafter referred to as "Landlord", and NORTHERN AUTOMOTIVE CORPORATION, an Arizona corporation, hereinafter referred to and "Tenant". k'1TNESSETH: IN CONSIDERATION of the rents reserved in that certain Lease Agreement between the parties dated Iovember 17, 1987, and the terms, covenants, conditions and agreements on the part of Tenant therein, Landlord leases to Tenant certain real property located in the County of King, State of Washington, upon which Tenant will construct a building to be used for Tenant's automotive parts store, which property is designated in said Lease Agreement and as a portion of the real property described is Exhibit A attached hereto and made a part hereof; together with a17 and singular the building or buildings, privileges and advantages, with any and all appurtenances belonging cr in any way appertaining to the real property hereby leased, including the right in tD Tenant, its successors, assigns, subtenants, employees, customers, licensees and invitees to use the parking areas, sidewalks, and accQss areas to and from r,D public streets and highways to the extent provided in the Lease. TO HAVE AND i0 HO'LC the premises for the initial term of twenty (ZO) years, r'1 commencing at the time indicated in the Lease Agreement, with options to extend q'4 the term for four (4) additional periods of five (5) years each, upon the terms, covenants arid conditions specified in the Lease Agreement. All of the terms of the Lease are not contained it this Memorandum. This Iiemorandum neither expands nor modifies the Lease and the tease shall control over this Memorandum in the event of any conflict or incensistency. III d1INESS MtEREOF the parties executed this instrument the date first a$ove written. "LANOLORU PETRO BENSON ASSOCIATES a Washington general partnership Its Genera 1Par nor f i "TENANT" NORTHERN AUTOI-10TIVE CORPORATION, an Arizona corporation/' sy: It, Pros i nt By: Its Secr y S.� f 2 W :7 C v�1 D G�J cc STATE OF !I,1SH1hGTUU } ss. COUtd'iY OF KRIG ) On this ZQth day of Hovember 2987, personally appeared heforc me, Geo-r9.? C15borne, Jr. ai=d _ - _W to me kno rn to be the General Partner and _ of PETRp iIENSON ASSOCIATES, the partnership that executed the within and :oregoing instrument, and acknowledged the said instrument to he the free and voluntary act and deed of said partnership for the uses and purposes therein mentioned and on oath stated that they are authorized to execute said instrument. IN WITNESS HHER.OF, I have hereunto set my hand and affixed my official seal the day and year first above written. J L!SNA M GLFR 5rn*E Or'xr5HI'4GTON Lip may f IV-C STATE OF ARIZONA } ) ss. COUNTY OF MARICOPA } Notary P;rblic in and for the State of Washington. residing at Redmond On this l_ •+f day of *•lovember, 1987, personally appeared before me, G. Daniel Siewert, III, and David LaBau, to me known to be the President and Secretary of NORTHERI`i AUTOMOTIVE CORPORATION, the corporation that executed the within and foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned and on oath stated that they are authorized 'o execute said instrument. IN WI TINF.SS 'W+iiEREOc , I have hereunto set my hand and affixed -,y official seal the day Ind year first move written. Notary Public in and; t-tSr I; ie/' Late of Arizona, reslding4 2 EXHIBIT A LEGAL DESCRIPTION Of SHWING CENTER That portion of the northeast quarter of the northwest quarter of Section 32, Township 23 North, Range 5 East, 14JI., in King County, Washington, described as follows: CoT";,encing at the intersection of the nest margin of 108th Avenue Southeast and the southerly margin of Carr Road as established under King County P,uditor's File No- 7709190271; thence south 01026'23" west along said west margin 283.56 feet to the point of beginning; thence continuing south 01026'23" west along said west margin 512.29 feet to the north line of Lot 2, King County Short Plat No. 284044 as retarded under Recording Ilumber 84090180739; thence south 88009142" west along the north line of said Lot 2 a distance of 185.30 feet to CD the northwest corner of said lot; thence south OIa25'23" wrest along the west line of said lot a distance of 120.20 feet to the southwest corner thereof; thence north 8849'42" east along the south line of said lot a distance of r� 1E5.30 feet t0 the nest atargin of loath Avenue Southeast; thence south 01026'23" west along said vest margin 144.24 feet to the north line of the south 264 feet of the northeast quarter of the northwest quarter of said Section 32; thence north 88004'42" east. 10.02 feet to the west margin of 108th Avenue Southeast; thence south 01026'23" west along said vies, margin 234,39 feet to the north margin of Southeast 1aOth St.; thence south 68009'42" west along said north margin 706.42 feet to the point of curvature of a curve to the right of radius 45,00 feet; thence northwesterly along said curve and said margin 73.21 feet to the point of tangency on the east margin of 105th Place Southeast; thence north 01022'26" east along said east margin 952.56 feet to th! South line of the north 290 feet of said northwest quarter; thence north 86050'18" east along said south line 120.38 feet to the east line of the west 150 feet of the east half of the east half of the west half of the northeast quarter of the nurthwest quarter of said Section 32; Thence north 01022'26" east along said east line 171.45 feet to a paint on the south right-of-way line of Carr Road, said paint being on a curve to the right from whence the center hears south 1Ba49'38" east 1859.86 feet; thence easterly along said right-of-way and said curve (through a central angle of 10059'31") 356.81 feet; thence north 01024'49" east along said right-af-way 20.26 feet to a point on a curve to the right from whence the center bears south 0704411C" east I879.86 feet; thence easterly along said curve and said right-of-way 139-49 feet; thence south 01022'26" west 295.48 feet; thence south 88037'34" east 140.91 feet to the point of beginning. Containing 861,373 square feet, more or less. 7/28/87 4 RECORDING REQUESTED BY, AND WHEN RECORDED RETURN TO: Northern Automotive Corporation Attn: Legal Dept. -P.O. Box. 6030 Phoenix, A2 B5005 86/0`,10 MEMORANDUM of LEASE ri THIS MY-MORANDUM OF LEASE, made and entered into this 31st day of May, 1980. by and between PETRO BENSON ASSOCIATES, a Washington general partnership, hereinafter referred to as "Landlord," and NOFTlIERN AUTOMOTIVE CORPORATION an Arizona corporation, hereinafter referred to as "Tenant-. W I TNESSE1Fi IN CONSIDERATION of the rents reserved in that certain Lease Agreement between the parties dated November 17. 1987, and the terms, covenants, conditions and agreements on the part of Tenant therein, Landlord leases to Tenant certain real property located in the City of Renton, County of King. State of Washington, upon which Tenant has constructed a building to be uFed for Tenant-s automotive parts store, which property is designated in sa;d Lease Agreement. and located on a portion of the real property r{ described in Exhibit A attached hereto and made a part hereof; together with all and singular the building or buildings, C privileges and advantages, with any and all appurtenances belonging or in any way appertaining to the real property hereay leased, including the right in Tenant, its successore, assigns, subtenants, employees, customers, licensees and invitees to use the parking areas, sidewalks, and access areas to and from public streets and highways. TO HAVE 1-ND TO HOLD the p_emises for the initial term of twenty (20, years, commencing on May 23, 1988, and expirinq May 31, 2008, with options to extend the term for four (4) additional periods of five (5) years each, upon the terns, covenarts and conditions specified in the Lease Agreement. IN WITNESS WHEREOF, the parties executee this instrument the date first above written- "IANDI,ORD" PETRO BENSON ASSOCIATES a Hash ngtor� nee i partnership B i s ral Pa lFrtne Box 970 0 4' Kirkland, WA 98033 By Its "TE7EANT" NORTEMRIR AU I CO- RATION an Arizona c rpo lox 6y Its71� By Its Secretary 'All of the terms of the Lease are not contained in this Mesorandum. This Momorandum neither expands nor modifies the Lease and the Lease shall control over this Memorandum in the event of any conflict or inconsistency, Any person rho is potentidlly interested in the affected real property or Tease should aeke further inquiry of the parties hereta- C� .emo/690 5/27/88 STATE OF Washington j B9. COUNTY of king _� } on this 231d day of _ Jur-e , 1968. personally appeared before me, and _ -- --- _, to me known to be the a r i P errand .--------- _ of Petro $Eason As;oct3Les the Pa Son that executed the within and roregoiRg instrument, and acknowledged the said instrument to he the free and voluntary act and deed of said M ie-n for the usee and purposes therein mentioned and on oath stated that the p--wre authorized to execute said instrument. he is IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. iilll.F71 . i LAM Notary Pobliic in and fcr the State soMrs.rr of Wk5hington, residing at [ssaauah SPATE OF ARIZONA ) 3 S5. COUNTY OF MARICOPA } V I Li On this 4L:5 day of _, 198a, personally appeared before me, C. Daniel Siex� III, and David LaHau, to me known to he the President `a rotary of NORTHERN AUTOMOTIVE CORPORATION, the corporation that executed the within and foregoing instrument, ar.d acknowledged the said instrument to be C the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned and on oatin stated that they are authorized to execute said instrument. feI wI,MSS hEIRREOe, I have hereunto set my hand and affixed my official seal the day and year first above written. aea� J Ef), n�rt Nota Publ' in and for the State ■YOr F+1� t ttlt of [izona, residing at Phoenix_ rero/690 -2- S/27/88 EXHIBIT A M.Aj DESCRIMON OFSHOPPMG iENIN That portion of the northeast quarter of the northwest quarter of Section 32, Township 23 North, Range 5 East. H.N., in king County, Washington, described as follows: Commencing at the intersection of the Nest margin of 108th Avenue Southeast and the southerly sargin of Carr Road as established under King County Auditor's File No. 7209190277; thence south 01026'23' west along said west margin 283-55 feet to the point of beginning; thence continuing south 01026'23' west along said west margin S12.29 feet to the north line of lot 2, King County Short Plat Kv. 284044 as recorded under Recording Number 84093130739; thence south E8009142' west along the north line of said Lot 2 a distance of 155.30 feet to the northwest corner of said lot; thence south 01026'23' west alpr.q the was' line of said lot a distance of 120.ZO feet to the southwest corner thereof; thence north 6S009'42' east along the south iina cf said lot a cistarce a. 185-30 feet to the west margin of 1GSth Avenue Southeast; thence south 90 01926'23' west along said west margir. 144.24' feet to the P.orth lire of the l~ south: 264 feet of the northeast quarter of the northwest 5uarter of said Section 32; thence north 83o03'42' east 10-02 feet to the west margin of 103th Avenue Southeast; thence south Oi026'23' west atorg sa;d west rarsir.- 234-3E fee', to the north margin of Southeast 151.^ h Sz-; thence moth E3009'42` crest along said north margin 106-42 feet to tie point o: curvature of a cure: to the right of radius 45.00 feet; thence northwes:erly along said curie and said margin 73-21 feet to the point of tanaercy an the east margin of 105th Place Southeast; thence nart5 01022'2o` east m ono said ea,t Eargin 992.55 fee: to the south line of Ue north 290 feet of said northwest quarter; thence north 861150118' east along said south line 120.38 feel to the east line of the west 150 feet of the east half of the east half a: the rest half of the northeast quarter of the northwest quarter c` said Section 32; ihence north 01022' 5' east alQ�g sale Casa line 171.45 feet to a coin: on t`:e south right-of-way lice o` Carr Road, said Paint being on a c ve to the right from whence the center bears south i8o49'3a, east id57-8b feet; thence easterly aiong said right-of-way and; said curve (through a central ar.,le of 10059'31') 356-81 feet; thence Perth 0i0Z4'4V east along said right-of-way 20.26 feet to a point on a curve to tke right from whence the center hears south 07044'1C' east 1879-£6 fR9i:; thence easterly along said curse a;,', said right-of-way 139.49 `Qet; therce south 61022'26' west 295.48 feet; thence soul! 8.303:'34' east 140.91 .`eel to tke point of beginning. Containing 861,373 square feet, more or less. 7/28/8; L WHEN RECORDED RETURN TO: Camille Taylor Ralston Montgomery, Purdue, Blankinship & Austin 581h Floor Columbia Center 701 Fifth Avenue Seattle, WA 98104 C. M THIS SPACE PROVIDED FOR RECORDER'S USE EXCISE TAX . REQUli-,` '� ��lfig,Co. Re~ xds� Diiviaon [dC 44u Depuly FIRE FIGHTING ACCESS EASEMENT PETRO BENSON ASSOCIATES, a Washington general partnership ("PBA"), conveys and grants to KING COUNTY, a political subdivision of the State of Washington ('County"), a permanent non-exclusive casement ("Eascment") aver and across the real property legally described on the attached Exhibit A ("Firr Access Lane"). Exhibit A is incorporated by this reference as though fully set forth r here. The Easement is for the benefit of the real property legally described on the Cv attached Fachibit B ('Benson Corner"). Exhibit B is incorporated by this reference as though fully set forth here. cv The Easement is for the purpose of providing fire lanes for access for fire CD flgkiting equipment and associated emergency vehicles to service Benson Corner. The Easement also allows the County access to fire hydrants located in the Fire t U' Access Lane to provide water to extinguish fires on Benson Corner. PBA represents and warrants that it is the owner in fee of both the Fire Access Lane and Benson Corner. This Easement is granted in connection with an application by PBA to construct a building on Benson Corner and in consideration of the approval by the County of such building permit application. In the event the County denies the building permit applied for by PBA, this Easement shall be null and void. This Easement shall run with the land and be binding on and inure to the benefit of all future owners of the Fire Access Lane and Benson Corner. Dated: j 11990. PETRO B[ENSON ASSOCIATES, a Washington y, general partnership By UtMeOsburac, Ciencral Partner ACCEPTED BY: N; =KING -COUNTY m� - `By .- bate: 90,,06/12 #1123 R RECD F S.ou , - RECFEE 2.00 j CR5HSL ***I0.00 u 0 STATE OF WASHINGTON ) COUNTY OF KING 1 certify that I know or have satisfactory evidence that George Osborne signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as a General Partner of Petro Benson Associates to be the free and voluntary act of such party for the uses and purposes mentioned in this instrument. Dated a Washington y appointment expires /—/S— 9f r-) CV tti1 .O O CD UT EXHIBIT A Fire Access Lane rn A strip of land 20 feet in width in the Northeast Quarter of the Northwest Quarter of Section 32, Township 23 North, Rana 5 East, W.M. in King County, Washington, having 10 feet on each side of the following described center line: Beginning at the intersection of the West margin of 108th Avenue Southeast and the Southerly margin of Carr Road as established under King County Auditor's File No. 7209190277; thence South Ul • 26'29" West along said West min 620 feet to the true point of be ''nning; argest thence North 88.37'34" W207 feet; thence North 01.26'33" East 158 feet; thence North 25.03'15" West 59.50 feet; thence North 01.22'26" East 440 feet more or less to a terminus on the South right- of-way margin of Carr Road G L.L fHs�_r '`"rI ;_: sF'' k i 25 X ❑ Lq EXMFF B Benson Comer - Lcgal Description A PARCEL IN THE EAST HALF OF THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF SECTION 32, TOWNSHIP 23 NORTH, RANGE 5 EAST, N.M., 114 KING COUNTY, WA5H3NGTON, WHICH IS DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER OF SAID SECTION, THENCE SOUTH 1026'23" WEST, 341.34 FEET ALONG THE EAST LINE OF SAID QUARTER; THENCE NORTH 88033'37" WEST 50.00 FEET TO THE WESTERLY RIGHT-OF-WAY OF 308TH AVENUE S.E. (ALSO KNOWN AS BENSON HIGHWAY SR 515); TO THE ME PQIN7 OF cV BEGINNING; THENCE NORTH 88037'34" WEST, 140.90 FEET; THENCE NORTH 1022'26" cU EAST, 295.98 FEET TO THE SOUTHERLY RIGHT-OF-WAY Of CARR ROAD; THENCE ALONG THE SOUTHERLY RIGHT-OF-WAY Of CARR ROAD FOR THE NEXT THREE COURSES, A HORIZONTAL CURVE TO THE RIGHT THAT IS CONCAVE TO THE SOUTHEAST WHOSE RADIAL BEARS SOUTH 3028'59" EAST AND RADIUS IS 1879,86 FEET, AN ARC DISTANCE OF 10.54 FEET; THENCE NORTH 86050'18" EAST, 59.74 FEET; THENCE SOUTH 74040'21" EAST, 74.36 FEET TO THE INTFRSECTIOH WITH THE WESTERLY RIGHT-OF-WAY OF 108TH AVENUE S.E-; THENCE ALCNG THE WESTERLY RIGHT-OF-WAY OF 108TH AVENUE S.E. SOUTH 102G-23" WEST, 283.56 FEET TO THE TRUE POINT OF BEGINNING. CONTAINING 41,698 SQUARE FEET, MORE OR LESS. 9 _T'f :k Q t 20021003000635 SOBS "REEK MAX EAS 30.00 I@/@302@02F1e12 KThIG C41MfTY, 4IA Filed for Record at the request of: SOOS CREEK WATER AND SEV4'ER DISTRICT 14616 SE 192nd St. P 0 Box 58039 Renton, Washington 98058-1039 C� Document Tille(s) AGREEMENT FOR EASEMENT C:? CD Reference Numbers) of Documents assigned or released. `N/A j Additional reference numbers on page of docurnent(s) CD CD Grantor(s): PETRO ):3ENSON ASSOCIATES "k _ Additional names on page _ of document. Cal CD Grantee(s) SOOS CREEK WATER AND SEWER DISTRICT CD Additional names on page of document. 04 Legal Description:. See attachment "A" Additional legal.rs'on page'____ of document. Assmsor's Property Tax Parcel/Accourir Number(s) : N/A Filed for Record at the request of SODS CREEK WATER AND SEWER DISTRICT 1fl82$ 5.f . llbth Street Renton, Wasfiinaton 98055 Easement No.: 32-23 5-W1002 Project. North Beason Plaza Petro Benson Associates 10628 N.E. 33th Place, Suite 110 Kirkland, WA 98033 AGREEMENT FOR EASEMENT THIS .AGREEMENT; blade th1 s i �-day:' of A,_�_ 4-�_ , 19 2, by and between Soos wreck Water and. Sewer Qistrict, a mu icipai corporation of King County, Washington, he reinafter'.termed'the ,."District, and NORTH BENSON ASSOCI- ATES hereinafter termed the "Grantors", WHEREAS, Grantors ..are the owners -if a -parcel of 'eland at approximately 108th Avenue S.E. and Carr Road , logo y described as fo ows:— - - SEE ATTACHED:. EXHIBIT "A" -- CD CD 4JHEREAS, the District requires an easement for a Els.anitary, sewer ® water dines across Grant'orsL property at a location more sp eci finally described reinbe16w;,. CD NOW, THEREFORE, ,in -consideration of v - -� T and other good "nd valuable consideration=in hand paid, receipt of which is hereby acknowledged, �,nd in considerat:.ion'of the.' performance.gy the District of the covenants, terms d conditions hereinafter set forth, Grantors hereby grant, convey and quit - ]aim to the Distrkt, the 'foj'lowing'.easement:. , SEE ATTACHED EXHIBIT "B". Said easement is for the purpose of installing, construct.ing,, operating, main- taining, removing, repairing, replacing and. using .san.itary sewer -and/or water lines and appurtenances thereto, as designated above, together with the non- exclusive right to ingress to and egress from said.'portioii of iGrantors': property for the foregoing purposes. This easement is granted subject to and conditioned` upon the foliowing terms, conditions and covenants which'the parties hereby promise to faithfully - and fully observe and perform: 1. USE OF PROPERTY BY GRANTORS. The Grantors shall retain the right to use the surface of the easement if such use does not interfere with installa- teon of the ,sanitary sewer and/or water lines. The Grantors shall not erect huiId.ings or. structures of a permanent nature on the easement during the existence of said easement. 2. THE'DI.STRICT'S USE AND ACTIVITIES. The District shall exercise its rights under this Agreement so as .to minimize and avoid, insofar as possible, damage to any private improvements on the easement herein. If any such damage occurs, the District shall repair. a.nd/or.replace said improvements. 3. RESTORATION. The District well restore Grantor's property to a condi- tion as good as or better than the premises Were prior to entry by the District. Photographs will be taken prior .to construction on said property to assure the completeness of restoration. Final' restoration. will include, but shall not be `-limited to, sod replacement in existing lawns'; hydroseedl'ng:in unimproved areas, P'O replanting of existing shrubs. and bushes :or re.placement.of same. Large trees L_Owhich exist within the permanent' easement may``.:be-reToved during construction sunless otherwise noted in this easement document:.,; Fences, rockeries and con- (::j crete, asphalt and/or gravel driveways, etc. will,. be repaired or replaced. 4. CONSIDERATION. The Grantors acknowledge that part of the above-men- �iJteoned consideration being paid by the District- is: compensation for any and all damage resulting:to, or resulting hereafter:frnm the possible interference C7 of the natural `flow of surface waters, subsurface waters and/car . groundwaters s"T by the District 's7digging on the easement. Said digging, may disturb the soil (-\l composition within said easement. C_3 rz) 5.. ATTORNEYS.. FEES_ In case suit or action is commenced against the Grantors or the successors, heirs or assigns of said Grantors, fo r'removal of an encroachment from this easement, the Grantors hereby promise to pay, in addition to costs provided by statute, such sum as the court may adjudge reasonable as attorney's fees therein.. 6. EASEMENT TO BIND SUCCESSORS This easement, during its existence, shall be a covenant runpitig with the land arrd shall be binding an the successors, heirs and assigns of both of the,parties hereto: IN WITNESS WHEREOF, we have, set o-Ur hands and. seals this _� day of STATE OF WASHINGTON ) } ss. County of King } V On this dad. of 19-LI, before me personally appeared�oi. and to me known to be the individuals described in and who executed the within and fore- going instrument, and.' acknowledged said Instrument to be the free and voluntary act and deed of said grantors„ .for the uses and purposes therein mentioned. WITNESS my nand and official seal hereto affixed the day and year above written. L o J.1A4NAWLLFR �! J.�� 3 �_ti . STATE OFWAMK3" NOTARY PIJBLI.0 in and for the State of � uy Dann. fop gay I. tpYo Washiflgton, residing at Rtj�,N CD r' O STATE OF WASHINGTON ) C } ss. CD County of Kj ng ) C CD 0;1 this day -of. , 19 , ,before me personally appeared ` and - , to me C! known to be the President and Secretary, respectively, of the corporation that executed the: foregoing instrument, and acknowledged said instrument to be the free and voluntary act an-d :deed of said corporation, for the uses and purposes therein mentioned: WITNESS my hand and official seal hereto -affixed the day and year above written. SCOS,CREEK WATER AND SEWER DISTRICT EASEMFNT NO.: 32-•23--5-WI002 PROJECT: North Benson Plaza Petro Benson Associates 10628 N.E. 38th Place, Suite 110 Kirkland, WA 98033 EXNIBIT,'A, That portion of the Northeast quarter of -:the northwest quarter of Section 32, Township 23 North, Range 5 East, W.M.,, in King County, Washington described as follows: Beginning at the intersection of the ,West margin of 108th Avenue S.E. and the Southerly margin of:'Carr. Road as: established under King County �4 Auditor's File No. 7209190277; CD Ci; Thence South 01°26'23" West along said West margin 7.95.85 feet to the CD North line -..of Lot 2, King County Short .Flat No. 284044 as recorded under Recording No. 8409180739; Thence South 88'09'42" West along the North line of said Lot-2 a'distance of 185.30:feet to the Northwest corner of said lot; C�_j Thence South' 01"26'23" West along the West line of .said lot a distance C] of 42Q.20 feet to thia Southwest corner thereof; CD Thence North 88'09'42" East along the South line of said lot a distance of 185:30 feet to: the West Margin of 108th Avenue S.E.; Thence South 01'626'.23" West along. said West margin 144.24 feet to the North line 'of the South 264.00:feet of the Northeast quarter of the Northwest quarter of said Section 32; Thence North 88'09'42" East 10.02 feet to -the West margin of 108th Avenue S.E.; Thence South 01°26'23" West along said Vest margin 2.34.38 feet to the North margin of S.E. 180th Street;' Thence South 88'09'42" Test along 'said North. margin 706.42 'fejet to the point of curvature of a curve to theright of radius 45.00 feet; Thence Northwesterly along said curve and said margin 73.21 :feet to the point of tangency on the East margin of 105th Place-S.E..' Thence !North 01'22'26" East along said East margin 992.56 feet to the South line of the North 290.00 feet of said Northwest quarter; Page I of 2 SODS CREFK WATER AND SEWER DISTRICT EASEMENT NO.: 32-23-5-WiOO2 PROJECT: North Benson Plaza Petro Benson Associates IC6?8 N.E. 38th Place, Suite 110 Kirkland, WA 98033 EXHIBIT "A", Continued Thence Ncrth`86°50'18" Fast along.: said South line 120.38 feet to the East line of the Test 150.00 feet of the East half of the East half of the West half of..the Northeast quarter of the Northwest quarter of said Section 32; Thence North 011122'26'`' East: along said East line 171.45 feet to a point on the South right-of-way Dine: of Carr Road, .Said paint being on a curve to the right from whence the center bears South 18°49'38" East :1,859.86 D feet;: C1 CD Thence Easterly along said right -of -Way and said..-curv�s (through a -central C-' angle of 10°59'31") 356.81 feet; rk� Thence No. rth.01'24'49" East along said right -Of -way'20.26 feet,to a point CD on a'curve to the right from whence the center -bears South 07'44'10" C) East 1,879.86 feet.; CN Thence Easterly. -along said curve and said right-of-way .150.09 feet to CD a. point _of. tangencyCD CAI Thence North East along said right-of-way 58.74 feet; _. Thence South 74'40`21" East 74.36 feet to the Point of Beginning. Page 2 of 2 SOOS CRFFK WATER AND SEWER DISTRICT EASEMENT NO.: 32-23-5-141002 PROJECT: North Benson Plaza Petro Benson Associates 10628 N.E. 38th Place, Suite lie Kirkland, WA 98033 LXHIBIT` "g" Commencing at't-he 'Southeast corner .of.'sa.id property; Thence South 88°09`42" West.'a distance of.- 345.14 feet .to the True Point of Beginning of the centerline of a 30 QO'foot easement lying 15.00 feet on each side of the following.'des(ribed line: Thence North 01022'26" East a: distance of�'208.07 feet to a Point "A"; C7 Thence continuing North 01Q22`26" East a distance of 53.48 feet to CD a Point "B"- C Thence continuing North 01°22'26" East '.a -distance of 6.`00 feet to t; a Point "C Thence continuing North 01022'26" East a distance, of 250.30 feet to a Point:"D„ C) Thence continuing_ North 01°22'26" East a distance of ID7_42 feet to a� a Point !'F" ; Thence continuing North 01'22'26" East a distance of 19.90 feet; Thence North 42*�9'30" .. Wes:t . a' di stance of 152. 97 feet to a Point "E" ; Thence continuing North.. , 42.59' 3Q'' West. a distance of 24.96 feet; Thence North 01°22'26" East .a distance of 183.55 feet to a Point "G"; Thence continuing North 011122'26" East. a distance of 26.71 feet to a Point "H"; Thence continuing North 01a22'26 East a Distance .of -1I8.70 feet; Thence North 19014'33" West a distance' of 73.32 feet :to the Northerly property line, also being the Southerly �wargin of Carr ".Road and a terminus of this description. Page 1 of 5 SOOS.CREEK WATER AND SEWER DISTRICT EASEMENT NO.: 32-23-5-W1002 PROJECT: North Benson Plaza Petro Benson Associates 10628 N.E. 38th Place, Suite 110 Kirkland, WA 98033 tXHIBIT- "B", Continued TOGETHER WITH a . 4-0.00 foot easement_ `lying 20.00 feet on each side of the following described centerline: Commencing at Point "A Thence North 88037'34w West a distance of 94:26 feet to a terminus of this description. TOGETHER WITH a 30.00 foot easement 1y1hq' 15.00 fdet: on each side of the d following'descri.bed centerline: Commencing at Point "B"; CD C) Thence South 88°37'34" East a distance of 160.27 feet to a terminus v- of this description. TOGETHER. WITH a 30.00 foot easement lying 15.00 feet on each. side of the CD following described centerline: CD C`J Commencing at Point."C"; Thence North 86'3734" West a distance of 48.00 feet to a terminus of this descripti.6n.` TOGETHER WITH a 70.00 foot. easement lying -35.00 feet on each side of the following described centerline_ Commencing at Point n0"; Thence North 88°37'34" West a distance of 50.00 feet to a terminus of this description. TOGETHER WITH a 30.00 foot easement lying 15.00 feet. on each side of the following described centerline: Commencing at Point "E"; Thence South 88037'34" East a distance of 155.16' feet td a Point "i"; Page 2 of 5 SODS CREEK WATER AND SEWER DISTRICT F_ASEmENT NO.: 32-23-5-WI002 PROJECT: North Benson Plaza Petro Benson Associates 10628 N.E. 38th Place, Suite 110 Kirkland, WA 98033 EXHIBIT "B", Continued Thence conti.ntiing South 88"37134'' ..East a distance of 185 feet, more or less, to the Westerly propertyline, also known as the Westerly margin of 108th Avenue S.E. and a terminus of this description. TOGETHER WITH a 30.00 foot easement lying..,15.00 feet. on each side of the following described centerline: IV) Commencing at Point "F"; C:) Thence North 88°37'34" West a di.stanc.e of .67.53 feet t.o a terminus CZ) of this description. TOGETHER WITH : a 10.00 foot easement lying in 5.00 feet: on each -side of the following.idescribed centerline:CD C) Commencing at Point "G"; N Therite' South 88°37'34" East a distance of 30.00 feet to .a terminus of this description. TOGETHER WITH a 30.00 foot easement lying 15.00 feet on each side of the CN following described -cent erline: Commencing A-PoSRt. "H", Thence South 88037'34" Last a distance of 195.63 feet to a Point "J"; Thence continuing South-'88°37'34 'East a distance of 63.64 feet to Building K and a terminus of this description... TOGETHER WITH a 10.00 foot easement: lying 5..00 feet .on each side of the following described centerline: Commencing at Point "I"; Thence North 01022'26" East a distance of 36.00 feet to a terminus'.of. this description. Page 3 of 5 SOOS:CREEK WATER AND SEWER DISTRICT EASEMENT NO.: 32-23-5-W1002 PROJECT: North Benson Plaza Petro Benson Associates 10628 N.E. 38th Place, Suite 110 Kirkland, WA 98033 EXHIBIT "B", Continued TOGETHER WITH 10:00 foot easement .1yting 5.00 feet on each side of the follow- ing described centerline: Commencing at Point Thence North 01022'26" Fast: a distance of 30.0b.feet to a terminus of ` this description. TOGETHER WITH a 10.00 foot easement ly7ng 5.00 fe'eC on each side of the {y7 Following described centerline: CD CD� Commencing at a point which bears South 88'37'34". East a distance of r 1.55.27 feet from Point "B"; CD Thence North01°22'26" West a distance of 35.Q0..-feet to the terminus C) of.this'description. N..._. CNTOGE.TH£R'WITH .a,20.00.foot wide easement as measured at right angles to the CDWest line of, the subject -property as described by Exhibit "A" adjoining and (--)lying Easterly.of:the.fol:lowl ng described line: � Beginning . 9 g-at the intersection of said West line with a line 440.00 feet Northerly, as ieasured, at right angles, of the centerline of S.E. 180th Street; Thence Southerly along said W.Ost'property line a distance of 35.00 feet to a terminus of this..line-. TOGETHER WITH a 40.00 foot wide easement as measured at... -right angles to said West property line adjoining and iyi.n.g Easterly df the following described line: Beginning at the intersection of the West line of the subject property as described by Exhibit "A" with a line'405 00 feet Northerly as measur- ed at right angles of the centerline of S.E. 180th Street; Thence Southerly along said West line a distance. of 135.00 feet to a terminus of this line. Page 4 of 5 s. SODS CREEK WATER AND SEWER DISTRICT EASEMENT NO.: 32-23-541002 PROJECT: North Benson P1a7a Petro Benson Associates 10628 N.E. 38th Place, .Suite 110 Kirkland, WA 98033 :fXHIBI'T "B", Continued TOGETHER WITH the-foll.owing described: easement: The Easterly 10.00 feet. of the. Southerly 234.38 feet of subject property. LIDGETHER WITH the following describer) easement: r' fj kD Beginning at the intersection.of the westerly margin of 108th Avenue S.E. and the Southerly margin of Carr Road as established under King. County Audi tor':s. File No. 7209190277; CD Thence along a line "A" North 74°20'21" test a'distance of 74.3,6 feet; CD Thence along `a line "B" South 86"50'18 lest a .distance of 58.74 feet C) to a •.point of curvature to the left with a radius of 1,879.85 feet; Thence along a, -line "C" along said curve a distance of 12.55 feet to c a Point "Ku;.. } Thence continuing.along line "C" through said curve a distance of 137.54 feet, Thence South 01624'49" West a.distance of 10.13 feet; Thence Easterly- along.:a line :Con.centric to, parallel with and 10.00 feet Southerly of the aforementioned lines "C", "B" and "A" to the Westerly margin of 1.08th Avenue S.E.; Thence North 01 °22' 23" East . a distance. of 10 °feet , more or less, to the Point of Beginning. TOGETHER WITH a 10.00 foot easement: lying 5.00 -feet -on each side of the following described line: Commencing at Point "K"; Thence South 01'22'26" West a distance of 42.48 feet, more or less:,.. -to Building K and a terminus of this description. Page 5 of 5 cd Tlc'y_l LO a � I C G3 `. Q Q CN C N r RFTUK'N� ?`ANTE and ADDRESS s�oeDavid Li Racl.�ti'�ll ++� 60O Rives LLP �ifJ �L/ i� � 606 U+)s�e�'>>t} f'`\e , Su ste 36{70 104 Seattle `'yrashsngton, 94TOi CHICAGO TITLE OT 99 00 PAGE 001 OF 062 01/22/2003 10:29 KING COUNTY, UA Deed orTrust, Security Alc"recmesit and rtxture DOCUMI-N'I, TULL r thag Metro Benson L"', NAME OF GRANTOR NAMF C?r ORANT1 E5 Transatnersca Life lnsurartce Cos"paTl}' Beneficiary Ghscago Tstie insurance Compasty Trustee Lot', A, f3 atld C of King County Lot L' Ic arnbor D[SCRi4'TION Adpstment recorded under Recording . $r?061���4 i, beisig a portsotj of the Northeast quarter of the Nortkwest quarter of Secnuti} 32-23-5 Cont0-zte.fe ai dest:contatnic�,n'f~xh�b]t A _jttachcd hereto ASSLSSO R'c' i'[ Ol'ERTY TAB: PARCL NC.00 k3N,E-NUMBER ,,o1.h Benson C0110, Renton, V ns4�ington AEC OIN. S-13311 No $8f& 2 �4&5-[�236 BCZIiI� g16j445 322305-9063-05,322305-9065-03, 37_2305-9(] i 6-03 FI11ED BY CHICAGD TITLE INSURANCE ppry " f t� & -7 11U if G.=- Deed of Trust, Security- Agreement and Fixture Filing This Deed of °i'rust, Security Agreement and Fixture Filing (this "Deed of Trust") is made anti given as of the clay of January, 2003, by PErRO BENSON LLC, a Washington limited liability company, whose address is c/o Osborne Construction, 10602 NL 38:h Place, 0100, Quad One South Building, Kirkland, Washington 98033 (the "Grantor'), to CHICAGO TITLE INSURANCE COMPANY, as Trustee, whose address is 701 Fifth Avenue, #1800, Seattle, Washington 98104 (the " Ti ustet; ), for the benefit of TRANSAMERICA LIFE INSURANCE COMPANY, an Iowa corporation having an office c/o AFGON USA Realty Advisors, Inc, 4333 Edgewood Road, N E , Cedar Rapids, Iowa 52499-5443 (the "Beneficiary") The definitions of capitalized terms used in this Deed of Trust may be found either in Section 3 below, or through the cross-references provided in that section RECITALS A Under the terms of a commercial Revised Loan Application/Comirntment dated September 24, 2002 ([he "Commitmerrt"), AEGON USA Realty Advisors, Inc ("AEGON"), as agent for the Beneficiary, agreed to fund a loan in an original principal amount to be deteMimed in accordance with pioecdures descrihed in the Commitment (the "Loan") 3 The Beneficiary has funded the Loan in the principal amount of Twenty-three Million "Two I lundred Fl fty Thousand Dollars ($23.250,000) in accordance with the Commitment, and to evidence the Loan, the Grantor has executed and deliveied to the Beneficiary a certain Secured Promissory Note, of even date, in the amount of S23,250;000 C The Conlmaunent requires that the Loan be secured by all of the Grantor's existing and after -acquired interest in certain real property and by certain tangible and intangible personal property 2. GRANTING CLAUSE To secure the repayment of the Indebtedness, any increases, modifications, renewals or extensions of the Indebtcdness, and any substitutions for the Indebtedness, as well as the performance of the Grantor's other Obligations, and in consideration of the sum of ten dollars ($10 00) and other valuable consideration, the receipt and sufficiency of which are acknowledged, the Grantor grants, bargains, warrants, conveys, alienates, releases, assigns, sets over and confirms to the Trustee, in trust with the power of sale for the bencfit of the -2- North 13ensor. Center, Renton, Wastunpion AEGON Loan No 88742 $eo'- le 3165 M 2 OW17998-001236 Beneficiary and to its successors and iissigns Jorever, ail of the Grantor's existing and after acquired interests in the Real Property 3. DEFINED TERMS The following defined terms are used in this Deed of Trust For ease of reference, terms relating primarily to the Securely Agreement are defined in Subsection 22 1 "Absolute Assignment of ixases and.Rents" means the Loan Document bearing this heading "A@Purlenances" means all rights, estates, titles, interests, privileges, easements, tenements, hereditaments, :riles, royalties, reversions, remainders and other interests, whether presently held by the Grantor or acquired in the future, that may be conveyed as interests in the land tinder the laws of Washington Appurlenances include the Easements and the Assigned Rights "Assigned Rights" means all of the Grantor's rights, easements, privileges, tenements, hereditaments, contracts, claims, licenses or other interests, whether presently existing or arising m the future The Assigned Rights include all of the Grantor's rights in and to (a) any greater estate in the Real Property, (b) insurance policies required to be carried hereunder, including the right to negotiate claims and to receive Insurance Proceeds and unearned insurance prern ums (except as expressly provided in Subsection 8 2), (c) Condemnation Proceeds, (d) licenses and agreements permitting the itse of sources of groundwater or water utilities, septic leach fields, railroad sidings, sewer lines, means of ingress and egress, (c) drainage over other property, M an space above the Laiid; (g) mineral rights, (h) party walls, (1) vaults and their usage. 0) franchises, (k) commercial tort claims that arise during the Loan teirn in respect of damages to the Real Property or to :is operations, in respect of any impairment to the va]ue of the Real Property, or ni respect of the collection of any Rents, (l) construction contracts, -3- North Benson Center, Reition, Washington. AEGON Loan No 65742 Sea ttle-3165195 2 V)2798& 00236 (m) roof and equipment guarantees and warrawies, (n) building and development licenses and permits, (o) tax CreditS or other govcrnmcntal entitlements, credits or rights, whether or not vested, (p) licenses and applications (whether or not yet approved or issued), (q) rights under management and service contracts, (r) leases of Fixtures, and (s) trade names, tradernarks, trade styles, service marks, copyrights, and agreements with architects, environmental consultants, property tax consultants, engineers, and any other third party contractors whose services benefit the Real Property "Bankruptcy Code" shall mean the Bankruptcy Reform Act of 1978, as amended, 1 l U S C Sections 101 et sec] , and the regulations promulgated pursuant to those statutes "Business Dav" means any day when state and federal banks are open for business in Cedar Rapids, Iowa "Caiveout_ Guarantee and indemnity" means that certain "Guarantee and Indemnity A2rcement" entered into by the Carveout Obligors on the date of this Deed of Trust "Carveout Obligations" means those obligations described in Section 21 "Carveout Oblgois" means George R Osborne, Jr and Filing B I-lalvorson Any other person who expressly assumes liability for the Carveout Obligations during the term of the Loan shall become a "Can Bout Obligor" for purposes of this Deed of Trust "Catvcouts" means those inattcrs from which Carveout Obligations may arise, which are described in Section 21 "Condemnation Proceeds" means all money or other property that has been, or is in the future, awarded or agreed to be paid of given in connection with any tatting by eminent domain of all or any part of the Real Property (uwludntg a taking through the vacation of anv street dedication or through a change of grade of such a street), either per nanent or temporary, or in connection with any purchase in lieu of such a taking, or as a part of any related settlement, except for the right to conderimation proceeds granted to the tenant in a separate piocceding and in respect of the lost value of the tenant's leasehold interest "Default" means any of the acts, otmssions, or circumstances specified in Section 10 below -4- Noith Benson Ccntei, Ranton, Washington AEGUN Lano No M742 Sepllte-3165195 2 0027988.00235 "Default Rate" means the rate of interest specified as the "Default Rate" in the Note "Development Agreements" means all development, utility or srmrlar agreements included rn the Permitted Encumbrances "Easements" means the Urantor's existing; and future interests in and to the declarations, easements, covenants, and restrictions appurtenant to the Land "Environmental lndemniW ,Agreement" means the Loan Document bearing that heading "Environmental Laws" means all present and future laws, statutes, ordinances, ruics, regulations, orders; guidelines; rulings, decrees, notices and determinations of any Governmental Authority to the extent that they pertain to (A) the protection of health against environmental hazards, (B) the protection of the environment, including air, soils, wetlands, and surface and underground water, from contamination by any substance that may have any adverse health effect on humans, livestock fish, wildlife, or plant life, or which may distuib all cc:osysteni, (C) undergiound storage tank regulation of removal, (D) wildlife conservation. (E) protection or regulation of natural resources, (F) the protection of wetlands, (G) management, regulation and disposal of solid and hazardous wastes, (H) radioactive materials, (1) biologically hazardous materials, (J) indoor air quality, or (K) the manufacture, possession, presence, use, generation, storage, transportation, treatment, release, emission, dischaige, disposal, abatement, cleanup, removal_ reinediation or handling of any Hazardous Substances "Environmental Laws" include the Comprehensive Environmental Response, Compensation; and Liability Act, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U S C ti9601 et sec , the Resource Conservation and Recovery Act; 42 U S C §6901 et seta , the Federal Water Pollution Control Act, as amended by the Clean Water Act, 33 U S C 11251 et sett, the Clean Air Act, 42 U S C 57401 et seq , the Toxic Substances Control Act, 15 U S C §2601 et sec , the Washington Model Toxics Control Act (RCW 70 105D), the Washington Hazardous Waste Management Act (RCW 70 105), the Washington Solid Waste Management Act (RCW 70 95), all similar state statutes and local ordinances, and all regulations promulgated under any of -those statutes, and all administrative and2udicial actions respecting such legislation, all as amended from time to time "ESA" means the %written environmental site assessment of the Real Property obtained under the terms of the Commitment "Escrow_ Fv nscs" means those expenses in respect of Insurance Premiums and such other henahle Impositions as the Beneficiary pays from time to time directly from the Escrow Fund using monies accumulated through the collection of Ivlonthly Escrow Payments "Escrow Fund" means the funds deposited by Grantor with the Beneficiary pursuant to Section 9 hereof, as reflected in the accounting envy maintained on the books of the -5 North Benson Ccnier. Renton, Washington AEGUN Loan No 38742 Seattle-3165195 2 0027988-00236 Beneficiary as funds available for the payment of Escrow Expenses under the tel ills ol'this Deed of Trust "Fixtures" means all materials, supplies, equipment, apparatus and other items now or hereafter attached to or installed on the Land and Improvements in a manner that causes therm to become fixtures under the laws of Washington, including ail built-in or attached furnrture or appliances; elevators, escalators, heating, ventilating and an' conditioning system components, emergency electrical generators and related fuel storage or delivery systems, septic system components, stornr windows, doors, electrical equipment, plumbing, water conditioning, lighting, cleaning, snow removal, lawn, landscaping, irrigation, security, incinerating, fire -fighting, sprinkler or other fire safety equipment, bridge cianes or other installed materials handling equipment, satellite dishes or other telecommunication equipment, built-in video conferencing equipient, sound systems or other audiovisual equipment, and cable television distribution systems Fixtures do not include trade fixtures, office furniture and office equipment owned by tenants who are unrelated to the Grantor, provided such items may be detached and removed by the tenants without damage to the Real Property, other than incidental damage that the tenants are obligated to repair under the terms of their Leases Fixtures expressly include HVAC, mechanical, security and similar systems of general utility for the operation of the Improvements as leasable commercial real property "Gpveirimentai Authority" means any political entity with the legal authority to impose any requirement on the Property, including the governments of the United States, the State of Washington, unincorporated Icing County, and any other entity with jurisdiciron to decide, regulate, or affect the ownership, consir action, use, occupancy, possession, operation, maintenance, alteration, repair, demolition or reconstruction of any portion or element of the Real Property "Hazardous_ Substance" mearis any substance the releuse of or the exposure to which is piohibrted, limited or regulated by any F,nvuomirental Law, or which poses a hazard to human health because of its toxicity, tncluding without limitation (A) any "oil." as defined by the Federal Water Pollution Control Act and regulations promulgated thereunder (including crude oil or any fi action of etude oil), (B) any radioactive substance, and (Q Staechybotrts chcartat-um or other molds However, the term `Hazardous Substance" includes neither (A) a substance used in the cleaning and maintenance of the Real Property, if the quantity, storage and planner of its use are customary, prudent, and do not violate applicable law, or (R) automotive motor oil tit immaterial quantities, if leaked from vehicles in the ordinary course of the operation ofthe Real Property and cleaned up in accordance with reasonable property management procedures and in a manner that vmintes no applicable iu%v "Impositions" means all real and personal property taxes levied against the Property, general or special assessments, ground rent, water, gas, sewer, vault, electric or Other utility charges, common area charges, owners' association dues or fees. fees for any -b- Norib Bensnu Center, Renton, Washington AEGON Loan No 83742 5ealre-3165195 2 00279W-OJ236 easetnent, license or agreement maintained for the benefit of the Property, and any and all other taxes, levies, user fees, claims, charges and assessments ,vhaEsoever that at any time may be assessed, levied or imposed on the Property or upon its ownership, use, Occupancy or enjoyment, and any related costs, interest or penalties In addition, "Impositions" include all documentary, stamp or intangible personal property taxes that may become due in coiurection with the Indebtedness, including Indebtedness in respect of any finure advance made by the Beneficiary to the Grantor, or that are Imposed on any of the Loan Documents "Improvements" means, to the extent of the Grantor's existing and future interest, all buildings and improvements of any kind erected or placed on the Land now or in the future, including the Fixtures, together with all appurtenant rights, privileges, Easements, tenements, hereditaments, titles, reversions, remainders and other interests "Indebtedness" ineans all sums that are owed or become due pursuant to the terms of the Note, this Deed of `]'rust, or any of the other Loan Documents or any other writing executed by the Grantor relating to the Loan, including scheduled principal payments, scheduled interest payments, default interest, late charges, prepayment premiums, accelerated or matured principal balances, advances, collection costs (including reasonable attorneys' fees), reasonable attorneys' fees and costs in enforcing or protecting the Note, the Deed of Trust, or any of the other Loan Documents in any probate. bankruptcy or other proceeding, receivership costs, fees and costs of the Trustee and all other financial obligation of the Grantor incurred in connection Nvith the Loan transaction, proyrdd, however, that this Deed of Trust shall not secure any Loan Document or any particular person's liabilities or obligations under any Loan Document to the extent that such Loan Document expressly states that it or such particular person's liabilities or obligations are unsecured by this Deed of Trust Indebtedness shall also include any obligations under agreements which specifically provide that such obligations are secured by this Deed of "Trust "Insurance Premiums" means all premiums or other charges required to maintain in force any and all insurance policies that this Deed Of Trust requires that the Grantor maintain "Insurance proceeds" means (A) all proceeds of all insurance now or hereafter can ied by or payable to the Grantor with respect to the Real Property, including with respect to the interruption of rents or income derived from the Property, all unearned insurance premiums and all related claims or demands, and (B) all Proceeds (as defined in Subsection 22 1) "Key Lease" means the Lease to Roundup Co ,elated May 28, 1987, and any present of future Lease to a tenant that either (r) demises more than 27,000 square feet of the net leasable area of the Improvements, or (it) whose rental payments under all Leases comprise more than twenty percent (20%) ofthe gross rental income of the heal Property, and any future Lease that deiniscs space formerly demised under a Key Lease -7- Norh Benson Center, Renton, Washington AEGON Loan No H742 Seat'le-3165 t95 2 0027988-00235 "Land" means that certain tract of land located in Renton, King County, Washington, which is described on the attached Exhibit A, together with the Appurtenances "Leases" means all leases. subleases, licenses, concessions, extensions, renewals and other agrecincnts (whether written or oral, and whether presently effective or made in the future) through which the 61antor grains any possessory interest in and to, or any right to occupy or usc,. all or any part of (lie Real Property, and any miated guaranties "Leg3i1_Contiol" means the power, either directly or indirectly, to exercise the authority of the owner of the Real Property, either as the majority shareholder of the common stock of a corporation, as the sole general partner of a luntted partnership, as the managing general partner of a general partnership, or as the sole manager of a limited liability company, provided the entity exercising such authority cannot be divested of such authority without its consent, either directly or indirectly, except for cause "LLgge i l Requirements" means all laws, statutes, rules, regulations, ordinances, judicial decisions. administrative decisions, building permits, development permits, certificates of occupancy, or other requirements of any Governmental Authority "Loan Documents" means all documents evidencing the Loan or delivered in connection with the Loan, whether entered into at the closing of the Loan or in the future "Maximuin Permitted Rate" means the highest rare of interest permitted to be paid or collected by applicable law with respect to the Loan "Montho ]Escrow Pal rrtent" means the sum of the Monthly Imposition Requirement, the Monthly insurance Premium Requirement, and the Monthly Reserve Requirement -Monthly Imposition_ Requirement" means one -twelfth 0/Q') of the annual amount that the Berieficiaiy estimates will be required to permit the timely payment by the Beneficiary of those Impositions that the Beneficiary elects, from time to time, to include in the calculation of the Monthly Imposition Requirement Such lmpositions shall include real and personal property taxes and may include, at the Beneficiary's sole and absolute disci etion any Impositions that the Grantor has failed to pay on a timely bans during the term of the Loan The Beneficiary shall base its estimate on the most recent information supplied by the Grantor concerning future Impositions If the Grantor fails to supply such information or if it is unavailable at the time of estimation, the Beneficiary shall estimate future Impositions using historical mfbMiation and an annual inflation factor equal to the lesser of fire percent (5%) and the maximum inflation factor permitted by law "Monthly Insurance Premium Requirement." means one -twelfth (1/12"') of the annual amount that the Beneficiary estimates (based on available historical data and using, if future Insurance Premiums are as yet undeterminable, a five percent (5%) inflation factor) -8- Norih Benson Ceniei, Renton, Washmpton AEGON Loan No S5742 SeaWe- 3165'-95 2 M27988-0O236 will be required to pen -flit the timely payinent of the Insurance Premiums by the Beneficiary "Monthly Reserve Re_ anement" means the monthly payment amount which the Beneficiary estimates will, over the subsequent twelve {12) months, result in the accumulation of a surplus sn the Escrow Fund equal to the sum of the Monthly Imposition Recluirenient and the h9anthly InStiran(c Picmmum Requirement "Net Worth Re umrciiaent" means an aggregate irimnnum net worth of no less than Five Million Dollars during the term of the Loan, calculated W thout taking into account the Value ofany interest it the Real Pioperty "Note" means the secured promissory note dated of even date herewith to evidence the Indebtedness tit the original principal amount of Twenty-three Milhon Two Hundred Fifty Thousand Dollars (523,250,000), together with all extensions, renewals and modifications "Notice" means a notice e-i}yen in accotdance with the provisions of'Subsection 26 13 " t)bligatrons" ineans all of the obligations rccluned to be perfoi med under the terms and conditions of any of the Loan Do::umenrs by any Obligor, except for obligations that are expressly stated to be unsecured under the tei ins of another Loan Document "Obligor" means the Grantor, any Carveout Obligor, or any other Person that is liable under the. Loan Documents for the payment of any portion of the Indebtedness, or the performance of any other obligation required to be perfor►ned under the terms and conditions of any of the Loan Documents, under any circumstances "Partici ap lions" means participation interests in the Loan Documents granted by the Beneficiary "Permitted Control -Group Member'- shall mean any member of group comprised of George R Osborne, Jr and Elting B Halvorson and any of their descendants, and the estates, or trusts for the benefit of, George R Osborne, Jr or Elting B Halvorson or such descendants "Permitted Eneutnblanees" means (A) the lien of taxes and assessments not yet due Ind payable, and (B) those matters of public record listed as special exceptions in the Beneficiary's title insurarice policy insuring the priority of this Deed of Trust "Pei niitted "l rarisfcr" means a transfet specifically described in Section 14 as permitted "Pei_son" means any individual, corporatton, limited hability company, partnership, trust, unincorporated association, government, governmental authority or other entity _g_ North Benson Center, Renton, Washuigiau AEGON Loan No 88742 Seat i ie-3165' 95 2 OJ27988-002. 6 "Prahibncd Structural Change" means a change in the identity of any of -the entities through which the Pennim-d Control Group Members exercise Legal Control over the Real Property, or a change in the capacity throus(h which any Permitted Control Group Mernbet exercises such Legal Control "I?ropeii ineans the Real Property, the Personal Properiy (as clelincd nn Subsection 22 1 Mow), the Leases and the Rents "Rtttti3g Licies" incans one or more credit rating a-eneies approved by bender "Real Property" nteans the Land, and the Improvemmnts "Rents" means all rents, Income, receipts, issues and profits and other benefits paid or payable for using; leasing, licensing, possessing, operating from or in, residing in, selling, mining, extracting minerals from, or otherwise enjoying the Real Property, whether presently existing or arising in the future, to which the Grantor may now or hereafter become entitled or may demand or claim from the cornmencernent of the Loan term through the trine of the satisfaction of all of the Obligations, including security deposits, arnounts drawn under letters of credit securing tenant obligations, minimum rents, additional rents, common area maintenance charges, parking revenues, deficiency rents, termination payments, space contraction payments, damages following default under a Lease, premiums payable by tenants upon their exercise of cancellation privileges, proceeds from lease guarantees, proceeds payable under any policy of insurance covering loss of rents resulting froin untenantabnlity caused by destruction or darnage to the Real Property, all rights and clauns of any kind which the Grantor has or may rn the future have against the tenants under the Leases, lease guarantors, or any subtenants or other occupants ofihe Real Property, aril piocceds of any sale ofihc Real Properly in violation of the Loan Documents, any future award granted the Grantor in any court proceeding involving any .such tenant In any bankruptcy, insolvency- of reorganization proceedings in any state or federal court, and any and all payments made by any such tenant in lieu of rent "Restorauo)�" nteans (A) in the case ofa casualty resurlting in damage to or the dcstauction of the Improvements, the repair or rebuilding of the Improvements to their original condition, or (B) in the case of the condemnation of a portion of the Real Property, the completion of such work as may be necessary to order to remedy the effects of the condemnation so that the value and income -generating characteristics of the Real Property are restored . 'Securities" means mortgage pass through certificates on other securities evidencing a beneficial interest in the Loan, isaucd in a rated of unfitted public ofterrng of piivate placement "Securntrzatlon" means the issuance of Securities \emit Benson Center, Renton, Washmgron AEGON Loan No 88742 Seattle-3165195 2 0027988-00236 d. TITLE The Grantor represents to and covenants with the Beneficiary and with its successors and assigns that, at the point in time of the grant of the lien created by this Deed of Trust, the Grantor is well setzed of good and mdefeasible title to the Real Property, in fee simple absotutc, subject to no lien or encumbrance except the Permitted Encumbrances The Grantor warrants this estate and title to the Beneficiary and to its successors and assigns forever, against all lawful claims and demands of all persons The Grantor shall maintain mortgagee title insurance issued by a solvent carrier, covering the Real Property in an amount at least equal to the amount of the Loan's original principal balance This Deed of Trust is and shall remain a valid and enforceable first lien on the Real Property. and ifthe validity or enforceability of thus first lien is attacked by appropriate proceedings; the Grantor shall diligently and continuously defend it through appropriate proceedings Should the Grantor fail to do so; the Beneficiary may at the Grantor's expense take all necessary action, including the engagement and compensation of legal counsel, the prosecution or defense of litigation, and the compromise or discharge of clanns The Grantor shall defend, indemnify and hold the Beneficiary haimless in any stilt or proceeding brought to challenge or attack Lite validity, enforceability or priority of the lien granted by this Deed of Trust if a prior construction, mechanics' or materialmen's heir on the !teal Property arises by operation of statute dunnQ any construction or repair of the Improvements, the Grantor shall either cause the hen to be discharged by paying when due any amounts owed to such persons, or shall comply with Section 12 ofthis Deed of Trust S. REPRESENTATIONS OF THE GRANTOR The Urantoi hereby represents to the Beneficiary as follows 5 1 FORMATION, EXISTENCE, GOOD STANDING The Grantor is a limited liability company duty organized, validly existing and in good standing under the laws of Washington and has obtained all licenses and permits and filed all statements of fictitious name and registrations necessary for the lawful operation of its business in Washington 5 2 POWER AND AUTHORITY The Grantor has full power and authority to carry on its business as presently conducted, to own the Property, to execute and deliver the Loan Documents, and to perform its Obligations J 3 ANTI-TLRR0R19,m RMULATIONS Neither the Grantor, any affiliate of the Grantor, nor any person owning an interest in either of the foregoing is a "Specially Designated National" or a "Blocked Person" as those terms are defined in the Office of Foreign Asset Control Regulations (31 CFR Section 500 et seq ) V'nrtli Bertaor, Ccniei, Renton, wastaio�Ion AEC;ON Loan '1,10 88742 5ea'fle-316519S 2 Ci027986-00236 5 4 DUF AUTHORIZATION The Loan transaction and the performance of all of the Giantoi `s Obligations have been duly aurhoi iced by all icquisite limited liability company tiution, mid each individudi execuuno any Loin Dot:unieni on behalf of the Uantoi lldS been duly authorized to do so 5 5 No DEFAULT OR V �OLATIONS The execution and performance of the Grantor's Obligations will not result in any breach of, or constitute a default under, any contract, agreement, document or other instrument to which the Grantor is a party or by which the Grantor may be bound or affected, and do not and will not violate or contravene any la%v to which the Grantor is subject, nor do any such other instruments impose or contemplate ally obligations which are or will be inconsistent with the Loan Documents 5 6 NO FURTHER APPROVALS OR Ac'noNs REQUIRED No approval by, authorization of, or tiling with any federal, state or municipal or other governmental commission, board or agency or other govemmental authority is necessary in connection with the authorization, execution and delivery of the Loan Documents by the Grantor 5 7 DUE 1 XECUT[ON ANUDELIVERY Each of the Loan Documents to which the Grantor is a party has been duly executed and delivered on behalf of the Grantor 8 LEGAL, VALID, BINDING AW FNF-ORCEA8Ll: Each of the loan Documents to which the Grantor is a party constitutes the legal, valid and binding obligation of the Grantor, enforceable against the Grantor in accordance with its terms, except to the extent that its enforceability may be hinited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally, or by equitable principles of general application (whether considered in an action at law or in equity) 5 9 ACCURATE FINANCIAL INFORMATION All financial information furnished by the Grantoi to the Beneficiary in connection with the application for the Loan is true, correct and complete in all material respects and does not omit to state any fact or circumstance necessary to make the statements in them not rnisleading, and there has been no material adverse change in the financial condition ofthe Grantor since the date of such financial information -12- North Benson Center, Renton, Washington AEGON Loan No $3742 Seall,e-3165t9� 2 f)0279Ba-Wi36 5 10 COMPLIANCE wi,n i LEGAL REQUIREMENTS Ail governmental approvals and heenses required for the conduct of the Grantor's busyness and 1o� the malenance and opt ratton of the Real Propetty M CO) III) lnaiyLL with applicable law are in full torce and effect, and the Real Properly 1s cunenlly being operated to compliance with the Legal Requirements Sn all material respects 5 11 CONTRACTS AND FRANCHISES All contracts and franchises necessary for the conduct of the Grantor's business and for the operation of the Real Property in accordance with good commercial practice are in force 5 12 NO CONDEMNATION PROCEEDING As of the date of this Deed of "trust, the Grantor has no knowledge of any pte�eni, pending or threatened condemnanon proceeding or award al'fecting the Real P1 oper-ty 5 13 NO CAc,LALTY As of the date of this Deed of Trust, no damage to the Real Property by any fire or other casualty has occurred, other than damage that has boon completely repaired in accordance with good commercial practice and in compliance with applicable law 5 14 INDEPENDENCE C1H'iitE REAL PROPERTY The Real Property may be operated independently horn other land ind improvements not included within or located on the Land. and it is not necessary to own or control any property other than the Real Property in order to meet the obligations of the landlord under any Lease, or in order tci coiryply with the Legal Requirements 5 15 COIMPLETt' LOTS AND TAX PARCELS The Land is coniprtsed exclustvely of tax parcels that are enurcliy included within the Land, and, if the Land is subdivided, of subdivision lots that are entirely nicluded within the Land 5 I6 TENANT RIC,F FS'TO IN'Sl!kANCI- AND CON DYMNA! ION PROCI IDS No lease grants to any tenant a right to receive Insurance Proceeds of Condenination Proceed--, -13- Nolila Benson Centel, Manton, Washington ALGON Loan No 88742 SeaIile-3165M 20027988-00236 5 17 OWNERSHIP OF F1X FURES The Grantor owns the Fixtures free of any encumbrances, including purchase money security interests, rights of lessors, and rights of sellers under conditional sales Contracts or other financing arrangernems 5 1 5 (.a)iv M RCIAI. PROPLkTY The Real Property is commercial rather than residential, and the Loan has not been made for personal, family or household purposes 5 19 NO AGRICUTA-ORAL USFS The Real Property is not used pi incipally for agricultural or farming purposes 520 PERFORMANCE UNDER DEVE1,OPMENT AGREEMENTS All of the obligations of the owner of the Real Property due under the Development Agreements have been fully, timely and completely performed and such perl'orinance Itas been accepted by the related governmental agency or utility company, and no Governmental Authority has alleged that any default exists under any of the Developrent Agreements 5 21 STATUS OF C;LI I AIN TITLE MATTERS Each of the l_asementS included withnt the Appurtenances (a) is valid and in full force and effect, (b) has not been amended or supplemented, (c) requires no appi oval of the Improvements that has not been obtained, (d) is free of defaults of alleged defaults, (e) does not provide for any assessment against the Real Property thai has not been paid in full, and (1) lias not b4en v iolntc6 by dic u�, nct of the (teal Property or, to the best of the Grantor's knowledge, by any tenant of the Real Pi Opel ty 5 22 NO PROHIBITED TRANSACTIONS The Grantoi represents to the Beneficiary that either (a) the Grantor is not an "employee benefit plait" within the meaning of the Employee Retirement Income Security Act of 1974, as aniended ("I RISA"), that is subject to `I'ttle I of FRISA, a "plan" within the meaning of Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or an entity that is deemed to ]told "plan assets" within the meaning of 29 C F R §2510 3-101 of any such employee benefit plan or (b) the entering into of the Loan Documents, the acceptance of the Loan by the Grantor and the existence of the Loan will not result in a nun -exempt prohibited transaction under §406 of ERISA or Section 4975 of the Code The Grantor fuilher warrants and covenants that the foregoing representation will remain true during the term of the Loan -14- Nuth Henson Ccwer. Rcnton, WV ,sfiington AFG(}N Loan No "742 S ea l ie 3 165i 95 2 OC279M-00236 6. CON'E'` ANTS 6 1 GOOD STANDING The Grantor shall rcmam in good standing as a hmited liability company under the laws or Washington anti shall maintain in force all statements of fictitious name and registrations necessary foi the lawful operation of its business in Washington during the term of the Loan 6 2 No DEi AULT OR VIOLATIONS The Grantor shall not enter into any contract, agreement, document or other instrument, if the performance of the Grantor's Obligations would result in any breach of. or constitute a default under, any such contract, agreement. document or other instrument, or if the contract, agreement, document or other instrument would impose or contemplate any obligations the pet formance of which would result in a Default under the Loan Documents or would be inconsistent with the perfoirriance of the Grantor's Obligations 63 PAYMENT AND Pt.RFOR1v1ANCE The Gianior shall pay the lndebiedness and perform all of its other Obligations, as and when the Loan Documents require such payment and performance 64 PAYMENT OF- IMPOSITIONS The Grantor shall pay the lmpositrons on or before the last day on which they may be paid without penalty or inteicst; and shall, within thuty (30) days, furnish the Beneficial y with a paid receipt or a cancelled check as evidence of payment If the Beneficiary does not receive such evidence, the Beneficiary may obtain it directly If it does so, the Beneficiary will charge the Grantor an adrmnistiativc fee of S250 for seeming the evidence of payinent The payment of this fee shall be a demand obligation of the Grantor The Grantor may meet the Imposition payment icquirements of this Subsection 6 4 by remitting the Monthly Escrow Payments when due, by immediately providing Notice to the Beneficiary of any new Imposition or increased Imposition unknown to the Beneficiary, and by paying to the Beneficiary on demand any ameunt required to increase the Escrow Fund to an amount sufficient to permit the Beneficiary to pay all Impositions from the Escrow Fund on time If the Grantor wishes to contest the validity or amount of an imposition_ it inay do so by complying with Section 12 If any new Lc it Requirement (other than a general tax on income or on interest payments) taxes the Deed of Trust so that the vield on the lndebtedness would be seduced, and the Grantor may lawfully pay the tax or reimburse the Senelictary for its payment, the Grantor shall do so -15- Noah 13enson Center, Renton, Washington AECON Loan Nu 88742 SCan;e-316519:) 2 0027986-CMM 6 5 .'VIA IN"I ENANCL 01 TU REAL PROPERTY The Grantor shall not commit of Permit any waste of the Real Propcity as a physical or econoric asset, and agrees to maintain in good repair the Improvements, including structures, roofs, mechanical systems, paikmg lots or gana;es. and other componems of lire Rcal Property that are neccssaiv of desuahl- liar the use of the Real Property, or which the Grantor as landlord under any Lease is required io maintain far the benefit of any tenant In its performance of this Obligation, the Grantor shall promptly and in a good and Nvorkmanlrke manner repair or restore, as required under Subsection 6 16, any elements of the Improvements that arc damaged or destroyed The Grantor shall also replace roofs, parking lots, mechanical systems, and other elements of the Improvements requiring periodic replacement The Grantor shall carry out such replacements no less frequently than would a commercially reasonable owi)er intending to maintain the maximum income -generating potential of the Real Property over its reasonable economic life The Grantor shall not, without the prior written consent of the Benelicidiy, demolish, reconfigure, or rnatenally alter the structural element, of the finprovemcrits, unless such an action is the obhgation of the Grantor under a Lease approved by Beneficiary or for which the Beneficiary's approval is not required under the Absolute Assignment of"Leases and Rents The Beneficiary agrees that any request far its consent to such an action shall be deemcd given if the Beneficiary does not respond within fifteen (15) Business Days to any wi aten request for such a consent, if the request is accompanied by all materials required to permit the Beneficiary to analyze the proposed action 06 USL OF THE. REAL VROFL•R rY "l he Giantoi agrees that the Real Property may only be used as a retail property and for no other purpose 67 LEGAL RLQUIRLMIFNTS The Grantor shall nianntain in full force and effect all gok ernmenlal approvals and licenses i equrred for the conduct of the Grantor's business and for the iznaintenance and operation of the Real Property in compliance with applicable Inv., and shall comply with all Legal Requirements reIatiing to the Real Properly at a]; times 68 CONTRACTS AND FRANCHISES The Grantor shall maintain in force all contracts and franchises necessary for the conduct of the Grantor's business and for the operation of the Real Property in accordance with good commercial practice 69 COVENANTS REGAIWING CERTAIN TITLE MAY] RS The Grantor shall promptly pay, perform and observe Al of its obligations under the Easements included within the Appurtenances or under reciprocal easement -16- North Benson Cenrcr, Renton, Washington AE 601\1 Loan No SS?42 Seat I le•3165 M 2 OCQ7458-G0236 agreements, operating agreements, declarations, and restrictive covenants Included in the Permitted Encumbrances, shall not modify or consent to the termination of any of therm without the prior written consent of the Beneficiary, shall promptly fuimsh the Beneficiary with copies of all notices of default under them, and shall cause all covenants and conditions under them and benefiting the Rcal Property to be fully performed and observed b 10 INDEPENDENCE OF Tl1E REAL PROPERTY The Grantor shall maintain the independence of the Real Property from other land and improvements not included within or located on the Land In fulfilling this covenant, the Grantor shall neither take any action which would make it necessary to own or control any property other than the Real Property In order to meet the obligations of the landlord under any lease, or in older to comply with the Legal Requnremcnts. nor take any acnon which would cause any land or improvements other than the Land and the Iirlprovements to rely upon the Land or the linpio%cuients for uwu e pull7us�e 6 11. COMPLETE LOTS ANM) TAX PARC FLS i'hc Giantot shall take no action that would Jesuit In tine inclusion of any portion of the Land in a tax parcel or subdivision lot that is not entirely included within the Land 612 C0MnaERC1ALPROPERTY The Real Property shall be used for commercial rather than for residential, personal, family or household purposes 6 13 NO AGNCULTURALUSES The Real Property shall not be used principally for agricultural or farming put -poses 6 14 PERFORMANCE: UNDER DEVELOPMENT AGREEMENTS -]'lie Grantor shall fully, vmely and compictely perform all of the obligalions of the owner of the Real Property due under the Development Agreements and shall cause no default under any ofthe Development Agreements 6 15 STATUS nr CERTAiN, T1TLF MATTERS Each of the Easements included within the Appurtenances, reciprocal easement agreements, operating agreements, declarations, and restrictive covenants included as Permitted Encumbrances under this Deed of Trust (a) shall remain valid and In full force and effect, (b) shall not be amended or supplemented without the consent of the Beneficiary, (c) shall be maintained free of defaults or alleged defaults, (d) -17- North Benson Center, Renton, Washington AEGON Loim No 88742 Searile?Ih51S4 2 00279C.8-00236 shrill be complied with so as to prevent any enforcenient of any hers against the Real Property, and (e) shall not result in any asscssrrreni against the Real Property that is not intrnediately paid in full 6 16 RESTORATION UPON CASUALTY OR CONDEMNATION If a casualty or condemnation oeenrs, the Grantor shall promptly continence the Restoration of the Real Property, to the extent that the Beneficiary has made Insurance Proceeds or Condemnation Proceeds avaiiable tc the Grantor for such Restoration 6 17 PERFORMANCE OF LANDLORD OBLIGATIONS The Grantor shall perforin its obligations as landlord under the Leases, and shall neither take any action, nor fail to take any action, if the action or failute would be inconsistent with the corninercially reasonable management of the Real Properly for the purpose of enhancing its long-term performance and value The Grantor shall not, without the Beneticiary's written consent, extend, modify, declare a default under, terminate, or enter into anv Lease of the Real Property, except ut compliance with the Absolute Assignment of Leases and Rents 6 18 FINANCIAL Ri PORTS AND OPERATING STA'ITMENTS (a) Maintenance of Books and Records Din ing the term of the Loan, the Grantor shall maintain complete and accurate accounting and operational records, including copies of all Leases and other material written contracts relaling to the Real Property, eopics of all tax staterents, anal evidence to support the payment of ali material propetty-related expenses (b) Delivery of Financial and Property -Related Information Within Otte hundred twenty (120) days after the end of each of its fiscal years, or, if a Default exists, on demand by the Beneficiary, the Grantor shall deliver to the Beneficiary (A) copies of the financial statements ot'the Grantor, including balanee sheets and earnings statements, (B) a complete and accurate operating statement for the Real Property, and (C) a complete rent roll, all in form satisfactory to the Beneficiary The rent roll must be certified by the Grantor to be true and correct and must include each leriant's name, premises, square Footage, rent (including any peicentage rent and supporting sales reports from the related tenants), lease expiration date, renewal options and related rental rates, dclinquencies and vacancies, anti the existence of any unsatisfied landlord obligations in tespcct of tenant rrnprovcments or other leasing costs In addition:. the Grantor shall provide, with such annual rent rolls or otherWise at the Beneficiary's reasonable request, the most recent available sales reports in respect oi' all retail tenants occupying over 27,000 square feet and required to piovide -18- NutTh Benson Cenier, Renton, 14'ashmgtorz AEGON Loan No 88742 Sec:,ile 316519 5 2 CC.77988-002' such reports under their Leases If the Grantor fails to deliver tlte. items required in this Subsection, the 3eneficiary may engage an accounting firm to prepare the required items The Grantor shall cooperate t'ully with any investrga[tvc audit required to permit the accounting firm to ptoduce these items, and the fees and expenses incurred in connection with thcn- preparation shall be paid on demand by the Giantor (e) E;fect ofFadure to DeliverFinaneial and Properly Reports If no Default exists and the Grantor fails to provide the financial and property reports required under this Section within one hundred twenty (120) days of the close of any fiscal year, the Beneficiary will provide a Notice of this failure and a thirty (30)-day opportunity to cure before a Default shall exist All monthly paymen[s of principal and interest under the Note that become due after this cute period has elapsed but before the icpoitS.uc iccci%ed br the Bogie iciary mu-,t be ice-Ompaniud by ❑ Ice of 000934 times the principal balance of the Loan at the beginiiing of the previous month, regardless of whether the Notice has asserted that the failure constitutes a Default tinder this Deed of Trust This fee is to compensate the Beneficiary for (A) the increased risk resulting fiorn the Bcrioficiary's inability to monitoi and service the Loan using up-to-date information and (B) the reduced value and liquidity ofilne Loan as a financial asset (d) Cerlificaiion ofbijbt-mation The financial and operating statcments provided under this Subsection need not, as an initial matter, be certified by an independent certified public accountant as having been prepared in accordance with generally accepted accounting principles, consistently applied, or, in the case of financial statements prepared on a cash of income tax basis, of of operating statements, as not matcrially misleading based on an audit conducted in accordance with generally accepted auditing standards The Grantor shall, however certify that such statements are true and correct, and the Beneficiary expressly reserves the right to require such a certification by an independent certified public accountant if a Default exists or if the Beneficiary has reason to believe that any previously provided finttttcial or operating statennent Is misleading in any material respect 6 19 1 STOPPLL STATLMENTS Upon request by the Beriefictasy. the Giantor shall, %tiitlun i::n (10) Business Days of Notate of the request, furnish to the Beneficiary or to whom it may direct, a written statement acknowledging the amount of the Indebtedness and disclosing whether any offsets or defenses exist against the Indebtedness Thereafter, the -i9- Noah Benson Center. Renton, Wmhingion AE60N Loan No 89742 Sectile 3 t 65195 2 0027988-00236 Grantor shall be estopped from asscrtmg any other offsets or defenses alleged to hay c arlwil os of the date of the statemelit 620 PROHIBITION ON CERTAty DISTRIBUTIONS If Default exists under Subsection 10 2 or underany of'Subparagiaphs (b). (C). (d)• (e) or (f) of Subsection 10 4, the Grantor shall not pay any dividend or Snake any partnership, trust ct other disuibution, and shall not make any payment or transfer arty property in order to purchase, redeern or retire any interest in its beneficial Interests or ownership 621 USE OF LOAN PROCEEDS The Loan proceeds shall be used solely for commercial purposes b 22 PROHIBITION ON CUTOFF NOTICES The Grantor shall not issue any Notice to the Beneficiary to the effect that inns on the Real Pi operty after the date of the Notice will enjoy priority over the lien of this Deed ol'Ti-ust INSt,12ANCF, R-EQUIRElv>EWS At all times until the lndebtedness is paid in full, the Grantor shall maintain insurance coverage and administer insurance clainis in compliance with this Section 7 1 R!-Qt:MI'D C'OVFRAGFS (a) Open Perds/Special ForwlSpeeial Perris Properly The Grantor shall maintain "Open Perils," "Special Form," of "Special Perils" property insurance coverage in an amount not less than one hundred percent (100%) of the replacement cost of all insurable elements of the Real Propery and of all tangible Personal Property, with coinsurance waived, or if a coinsurance clause is in effect, with an agreed amount endorsement acceptable to the Beneficiary Coverage shall extend to the Real Property and to all tangible Personal Property (h) Bmad Fonw Borfer and Machmef-v 11 411y bOlICt u1 Qthcl itt,ichuury is lucate;l un of abuut tau R,c,Il Ptopeity, the Grantor shall maintain broad form boiler and machinery coverage, including a form of business income coverage (c) Hood If the Real Property is located in a special flood hazard area (that is, an area 'within the 100-year tloodplam) according to the most current flood insurance rate snap issued by the Federal Emergency Management Agency -20- North Berrwii Centcr, Renton, Wa%huigion and If flood insuranC is available, the Grantor shall malntan, flood MSUID11CC co`eiage on all nisuiable elements of Rcal Propeity and oral] tangible 1'crsonal Property (d) Bvsmess Interruption The Grantor shall maintain a form of business Income coverage in the amount of eighty percent (80%) of one year's business income from the Property (e) Comprehensive,'Generul Liahth y The Grantor shall maintain commercial general liability coverage (which may be in the form of umbrellaiexcess liability insurance) with a SI,000,000 conibined single limit per occurrence and a minimum "!'AC IMW 000 tilt) (1) Liquor Ltubility The Grantor shall maintain liquor liability coverage, ii-applrcable law inay Impose liabdity on those selhng, serving, Or giving alcoholic beverages to others and if such beverages will be sold, served of green on the Real Properly by the Grantor (g) Elective Coverages The Beneficiary Fray require additional coverages appropriate to the property type and site location Additional coverages may include carihquake, ti indstorin, nuns; ubsidence, sinkhole, personal property, supplemental liability, or -coverages ofother property-speel fic risks (h) Waiver- of Earthquake Coverage Requirement "Che Beneficiary agrees that no earthquake coverage shall be required unless the Real Property is now or in the future located in a Seismic Zone IV or its equivalent, that is, a zone where major damage may occur, and that is adjacent to a major fault system li such a regtinement is Imposed. the Grantor may at its expense obtain a study, prepared by a consultant approved in advance by the Beneficiary, opining that the probable maximum loss in the event of an earthquake would be less than 25°/a of the value of the Real Property If such a study is obtained, the Bencficiary will waive its requirement ? 2 PIUMARY COVERAGE Each coverage required under this Section shall be primary rather than contributing of secoritkuy it) the coverage Gramot inay carry foi othei piopcines nr risks, pigvided, however, that blanket coverage shalt be acceptable if (a) the policy Includes limits by property location, and (b) the Beneficiary determines, in the exercise of its sole and absolute discretion, that the ainount of such coverage is sufficient in light of the other risks and properties insured under the blanket policy -21- No:th t3tn,an Center. Rciiton, Wiish::tgsor AEGON Lo2n No 83742 Seals 1e-3165 ! 95 2 0027988.00236 The; Obligation io psovtde any policy of coverage under this Sectio.t may DU satisfied by( I e policy or coverage earl fed by the tenant under an approval Key k�aae, prv+iilt,d',ti�jh puiIt: •y vI IS l)rlrlidly and IoricoIli) Ibuting, and further provided that, in the case of such tenant's property policy, the Grantor and the Beneficiary are both additional named Insureds, or, in the case of such tenant's liability tnsurance policy, the Giantui and the Beneficiary are namcd is additional Insureds 73 HOW THE R NkFICIARY SHOULD Br NAME-D On all property insurance policies and coverages required under this Section (including coverage against loss of business income), the Beneficiary must be IldmZtl as " iisl mortgagee" under a standard mortgagi: clause On ail Imbility policies and coverages, the Beneficiary must be named as an "additional insured " The Beneficiary shouid be referred to verbatim as follows "Transamerica Life Insurance Company and its successors, assigns, and affiliates, as their interest may appear, cio AEGON USA Realty Advisors, Inc , Mortgage Loan Dept , 4333 Edgewood Rd , NE, Cedar Rapids, Iowa 52499-5443 " 7 4 RATING Each insurance carrier providing msurancc required under this Section must have, indepeixtently of its parent's or any relnsurei's rating, a General Policyholder Rating of A. and a Financial Rating of X or better, as reported in the most current issue of Bcst's Insurance Guide, or as ieported by Best on its Internet web site 5 D1=Dl1C I iBLB The maxlmurn deductible on each required coverage of polic,, is S257000 76 NOTICES, CHA\GES AND RENEWALS All policies Inust require the Insurance carrier to give the Beneficiary a minimum of ten (10) days' notice in the event of modification, cancellation or termination for non-payment of premium and a minimum of sixty (60) days' notice of non - renewal The Grantor shall report to the Beneficiary Immediately any vacancy, change of title, tenant occupancy or use, physical damage, additional improvements of other factors affecting any insurance contract Prior to expiration of any policy required under this Section, the Grantor shall provide either (a) an orlgmiat or certified copy of the renewed policy, or (b) a "binder," an Acord 27 (property) or Acord 25 (liability) certificate, or anothei document satisfactory to the Benefrcrary conferring on the Beneficiary the rights and privileges of mortgagee If the Grantor meets the foregoing requirement under clause (b), the Orantor shall supply an original or certified copy of the original policy withal ninety (90) days All binders, certificates, documents,and original or certified copies of pohcles must name the Grantor as a named insured or as an additional -22- Noi;h Beoscr, Center, Itentoii, Wminriuton AI CGO i Loan No i58742 �i olt'e ".1 195 -_ UJ�i9i3 insured. Must include the complete and accurate }property address and must bear the origiml signature of the issuing Insurance agent 7 7 UNEARNED PRL.MIUNIS If this Deed of -Trust is foreclosed, the Beneficiary may at its discretion cancel any of the Insurance policies required under this Section and apply any unearned prernwiTis to the Indebtedness 7 8 FORC:t-t) PLAC:FN3E4T OF INSUR,%NC'E If the Grantor fails to comply with the requtrernenis of this Scction, the Beneficiary may, it its discretion, procure any I`Cquii ed. insurance Any premiums paid for such insurance, or the allocable portion of any premium paid by the Bencliciaty under a blanket policy foi such insurance, shall be a deinand obligation under this Deed of Trust. and any unearned premiums under such insurance shall comprise Insurance Proceeds and therefore a portion of the Property 8. INSURANCE AND CONDEMNATION PROCEEDS 8 1 PROVISIONS OF APPROVED KEY LEASES TO GOVERN The Beneficiary agrees to permit the use of Insurance Proceeds and Condemnation Proceeds consistently with the terms ofany Key Lease approved by the Lender at the time of the origination of the Loan or during the Loan terin, if the Grantor is obligated under the related Lease to effect the Restoration of the Real Property, if the Beneficiary may hold the insurance Proceeds or Condemnation Proceeds and condition, their disbursement as described in Subsection 8 4, and if the tenant under the related Key Lease confirms to the Beneficiary in writing that it is committed to pay full Rent following the completion of the Restoration The remaining provisions of this Section shall apply to the extent that they are consistent with the ierrns of the approved Key Lease 8 2 ADJUSTMENT AND COMPROMISE OF CLAIMS AND AWARDS The Giantoi may settle any insurance Clain of curiciemnriuoit pros c4drng rl'the effect of the Casualty or the condemnation may be remedied for $60,000 or less If a greatei sum is tequited, the Giantoi mitt' not settle any ;uch cl.imi 0! PTOL:ccdlnl without the advance written consent of the Bcnetictary If a Default exists, the Grantor may not settle any insuiance claim or condemnation proceeding without the advance written consent of the Beneficiaiy 8 3 DIRECT PAYMENT TO THE BENEFICIARY OF PROCEEDS if the Insurance Proceeds received in connection with a casualty or the Condemnation Proceeds received in respect of a condemnation exceed S60,000, or -23- Nuiili bun�u;� C:uniui, Rvnion,Wiahmf wfi AEGON Loan No 88742 SeaEiie-3165195 2 0027988.00236 if there is a Default, then such proceeds shall be paid diiccily w the Bencticiaty The Beneficiary shall have the right to endorse instrunnonis wlhich evidence proceeds [hat It IS en[J[leti to icier-e zhre(,J� $ 4 A VAILAWLITY TO I HE GRANTOR OF PROCEEDS The Grantor shall have the t ight to use the insurance Proceeds or the Condemnation Proceeds to carry out the Restoration of the heal Property, if the arnount received is less than $650,000 If the arnount received in respect of a casualty or condemnation equals or exceeds $650,000, arid if the Loan -to -Value ratio of the Property on completion will be sixty -live percent (65%) or less, as determined by the Beneficiary in Its discrction based on Its estimate of the market value of the Reol Proper ty, the Benetictary shall receive such Insurance Proceeds or Condemnation Proceeds dnCCLly and hold them in a fund l'vr Restoration subject to the conditions set forth In the folloWing three Subsections If the Beneficiary's estimate of the market value of the Real Property implies a Loan -to -value ratio of over 65%, and the Grantor disagrees with the Beneficiary's estimate, the Grantor may i equire that the Beneficiary engage an independent appraiser (the "Fee Appraiser") to prepare and submit to AFGON a full narrative appraisal report estimating the market value of the Real Property The Fee Appraiser shall be certified to Washington and shall be a member of a national appraisal organization that has adopted the Uniform Standards of Professional Appraisal Practice (USPAP) established by the Appraisal Standards Board of the Appraisal Foundation The Fee Appraiser will be required to use assumptions and limiting conditions established by the Beneficiary and to prepare the appraisal in conformity with the Beneficiary's Appraisal Guidelines For purposes of thr> Section, the independent appiarser'a value conclusion shall be binding on both the Beneficiary and the Grantor The Grantor shall have [lie t Ight to make a prepayment of the Loan, without premium, sufficient to achieve tilts I-oan-to-value iatto The independent fee appraisal shall be it the Grantor's expense, and the Grantor shall pay to the Beneficiary an administrative fee of 52,500 in connection with its review The Beneficiary may require that the Grantor deposit S10,000 wttln the Beneficiary as security for these expenses or may pay the fee appraiser's and administrative fees from the proceeds at Its sole discretion Unless the Grantor has the right to use the lnsurance Proceeds or the Condemnation Proceeds under the faiegoing paragraphs, the Beneficiary may, In its .sole and absolute discretion, either apply them to the Loan balance or disburse there for the purposes of repair and reconstruction, or to remedy the effects of the condemnation No prepayment premium will be charged on amounts applied to reduce the principal balance of the Loan -24- Nimh RmNon Centci, Renton, Washmgion AEGON Loan No 88742 Seattle-s [65195 2 0?27988- 2 6 h 5 t',O )I i IONSIQ VAIL Bli-ITY Ol PRoC,EEI)5 The Beneficiary shall have no obligation to release Insurance Proceeds or Condemnation Proceeds to the Grantor, and may hold such amounts as <1Jkl1tn0nal security foi the Loan, if (a) a Default exists, (b) a payment Default hay occurs ed during the preceding twelve (12) months, (c) the Beneficiary has delivered to the Gi antor Notice of any act; OiniSSLOtt or circumstance that will, if uncured, become ;i Default, or (d) the insurance Proceeds or Condemoauon Proceeds received by the Beneficiary and any other funds deposited by the Grantor with the Beneficlary are insufficient, as determined by the Beneficiary in its reasonable discretion, to complete the Restoration If a Default exists. the Beneficiary may at its sole and absolute discretion apply such Insurance Proceeds and Condemnation Proceeds to the full or partial cure of the Default (? P1 K 1111.1.) Ml-_//`-\NItil-. fIIN.ANONO i OR R1.13L1LDJNh m Rl mN OF rllt E17FLCT OF TAKING BY FMINEN I DOMAIN IE the Beneficiary reasonably determines that the Insurance Proceeds or Condemnation Proceeds received in respect of a casualty or condernnaumi, as the case inay be, would be insufficient to permit the Grantor to restore the Improvements to their condition before the casualty, or to remedy the effect on the Real Properly of the condemnation, then the Grantor shall use ns best efforts to secure such additional funds as are necessary to effect the Restoration or rernediatioo The Grantor's obligation to use its best efforts shall be irm,led to securing such funds on a non -recourse basis, pledging, if necessary, its equity interest in the Real Property as security to the extent of any such financing 8 i DRAW RF,QutRFA1FNTS The Grantor's right to receive Insurance Proceeds and Condemnation Proceeds held by the Beneficiary under this Section shall be conditioned on the Beneficiary's approval of plans and specifications for the Restoration Each draw shall be in the minunum amount of $50,000 Draw requests shall be accompanied by customary evidence of construction completion, and by endorsements to the Beneficiary's mortgagee title insurance coverage insuring the absence of construction, mechanics' of matenalmen's ]yens Draws based on partial completion of the Restoration shall be subject to a ten percent (10%) holdback .all transactional cxpenses shall be paid by the Grantor ESCROW FUND The Grantor shall pay the Monthly Escrow Payment on the fast (1") day of every month, commencing with the month in which the first regular payment of principal and Interest is due The Beneficiary shall }told Monthly Escrow Payments in a non -interest -bearing fund from which the Beneficiary will pay on a timely basis those Escrow Expenses that the -25- North 13rnson Center, Renron.'Washington AEWON Loan No 88742 5ecitle-3t65M 2002I98tW0236 Bcnciiciaiy Iiu5 amicipated ticill become payable on a regular basis during the I.oari's term, and on which the Beneficiary has based its determination of the IVlonthly Imposition RcyuM!;lient. the wlo111111 Insliiar, e Prern]UP) Rcquuement anci the NIonthly- Reserve Requirement i he ESCIuw Fund will be inainiain.xi a, ail act.otinilng cnup tit tltc Beneficrar.'s general account. where it may be commingled with the Beneficiary's other funds The Beneficiary may reanalyze the projected Escrow Expenses from twine to tm,c and shall advise the Grantor of any change in the amount of the I Ionthly Escrow Payatent Upon the foreclosure of this Deed of Trust, the deIivet-y of a deed in lieu of foreclosure, or the payoff of the Loan, the Beneficiary shall apply amounts in the EscrovN� Fund, net of accrued Escrow Expenses, to the Indebtedness The Beneficiary shall remit any amounts in excess of the Indebtedness to the CGri itor 10. DEI Aftl."T 10 1 E\Is,rE.NcE OF DEFAUL-r A Default shall exist immediately upon the occurrence of any of the acts. omissions or circumstances specified rn Subsection 10 2 of in Subsection 10 4 Upon the occurrence of any of the acts, omissions or circumstances specified in Subsection 10 3, the Beneficianj may deliver written Notice to the Grantor of the existence of such an act, omission or circumstance, and that such an act, onussion or circumstance shall constitute a Default undr:r the Loan Documents unless the Grantor promptly initiates an effort to cure the potential Default, pursues the cure diligently and continuously, and succeeds in e1lectmg the cure within one hundicd twelitV (120) days of its receipt of Noticc The Beneficiary shall afford the Grarrtor in liddition,il period of"on lim-10ed twenty ( 120) days in cages where construction o repau is nceded to cure the potential Default, and the cure cannot be completed within the fiist one hundred twenty (120)-day cure pen iod Dui ins) the cute period. the Grantor haN the obligation to provide on demand satisfactory ClULumeni ition of its effort to cure, and, upon completion, evidence that the cure has been achieved All notice and cure periods provided in this Deed of Trust shall run concurrently with any notice or cure periods provided by law 102 MONE rAit ), Dr -FAULTS A Default small exist upon any of the followiuig (U) Vfowhli � Prin(iPal and Interest Payments The Grantor's failure to pay7 or to cause to be paid, any regular irrorithly payinew of principal find interest under the Note or any required Monthly Escrow Payment on or before the tenth (10"'1 day of" the month m n hick ii is due -26- Norih tsen,on �xnlu. itenion, bAashingwn AE(ifiti' Loan No 8fi 742 `,•ecir� ; i t,5:9", 2 '�0�'9FS CC236 (b) Marured lndebredness The Grantor's failure to Pay, or to cause to be paid, the Indebtedness when the Loan matures by accelenition under Section 16, because of a transfer or encumbrance under Section 13, or by lapse of time (c) Demand Obhgatious The Grantor's faihrre to pay, or to cause to be paid, within five (5) Business Days of the Beneficiary's demand, any other amount due under this Deed of `Crust or any of the other t.oan DOCLtlnent5 103 CURABLE NONNIONETARY DuAULI' f�olIm� IPp. the vin-, of Nollce and the expiration of the cure period Specified III Sttbsectlon 10 1 , a Default shall exist If (a) Entry of a :'1 21errrrl.ludgmerrf Any judgrnerit Is entered agatnsr the Grantor or any other Obligor. and the judgment may materialty and idvers0y affect the value, use or operation of the Real Property, (b) Oih r Defaults The Grantor falls to observe any promise or covenant made in this Deer! of 'I rust, unless the failure results In a Default iinder Subsection 10 2, subpara-rapli (a) of this Subsection 10 3, or Subsection 10 4 104 INCURABLL NONMONE-rARY DFFAULT A Default shall exist upon any of the following (a) Material Zlnirarh or Misrepf-e.senion ore The Beneficiary's discovery that anv representation made by the Gi anttrr In ally Loan Docuinent to connection With the Loan Was untrue 01- misleading in any inaterial respect at the time It Was made (b) Dife an Sale or Fncurnhrunce The occurrcncc of any sale, conveyance, ti ansfer or vesting that would JCIUI.i .n the Loan IliintCdldtely due and payable at the Beneficiary's option under Section 13 {c) ]jolurrtary Rankr spicy Filing The tiling by the Grantor of a petition in bankruptcy or fa reltef from creditors undet any present or future law that affords general pi otection fzoni creditors (d) In voluntary Bankruptcy or Semdar Filing The Grantor becomes the subject ofany petition or action seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, Winding up, 27_ .Nuiih Benson (,'enter, Renton, Washingtol) AEGON Loan No 99742 Sr omlIo-3165195 2 0027988 00236 reoraar imnon, arrangement, adjustment, prolecttori, relief, or composition Of it or its debts tattler any Iaw to hanknipicy, insolvency of icc) rgitnization of iehef, or ihai ntay result in a t:on)f)ositron of its debts, provide for the marshaling of the Grarilot '5 assets for the S inaction of ;ta debts. or result In the judtcrally ordered sale of the Grantor's assets for the purpose of'satrsfyincx us obligations to crednors, unless a inonon for the dismissal of the petition or other action is tiled withal ren (10) days and results in its dismissal Within sixty (60) days of the filing of" the petttror3 of other action (ej lfts'olve,act- The failure ofthe C'ri,tntm snr(ciallto pav It- debts as they become due its admission in writing to an inability so to pay its debts, the making by the Grantor of a general assignment for the bcnclit of crcditof s, or a judicial determination that the Granmr is insolvent (fj Receivership The appointment of a receiver or trustee to take possession of any of the assets of the Grantor O Levv or Attachment The taking or seizure of'any material portion of the Property node] 10-Y of execution or attachment (7r) Lien The filing against the Real Propeily of tiny lien or claim of hen for the performance of work of the supply of materials, or the riling of any federal, state or Iocal tax hen against the Grantor, or against the ReA Property, unless the Grantor promptly complies with Section 12 of this Deal oF1 rust (r) Defaults under other Loam Documents The existence of any default under any other Loan Document, provided any required Notice of such default has been given and any applicable c;ui e period has expired U) Dissolution or Liquidation The Giantoi shall initiate or suf flee the comineiicement of a proceeding for its dissolution or liquidation, and such proceeding shall not be dismissed within thirty (30) days, or the Grantor shall cease to exist as a legal entity (unless iestilting in a Permitted Transfer.) (k) L.venls AJfec•tmg Ccu-veout Obligors The failure of the Carvcout Obligors to mauttatn a' JarOvide any required financial reports regarding the n-ittnmum Net Worth Requirement as staled in the Carvcout Guarantee and Indemnity, the tiling by any Cmveow -28- Nomh Benson Censer, Renton, Washimgton AFOON Loan No 88742 �eorile 3165195 2 Qr)27988-100236 Ohligor of a petition m bankrupicy or for relief froin creditors under any present or future law that affords general protection from creditors, the filing by any other person of an involuntary pctition m bankruptey against any Carveout Obligor or the filing, of any oilier action that may result in a composition of debts, provide for the inarshaling of assets for the satisfaction of such Carveout Obligor's debts, or result in thejudici3 ly ordered sale of assets fop the purpose of sansfyink ebllgations to creditors (unless a motion for the dismissal of the petition or other action is filed within ten (10) days and results in its dismissal within sixty (60) days of the filing of the petition or oilier action); the dissolution of liquidation, of any Carveout Obligor that is not a natural person, or the cessation of its IegaI existence, or rite death of an,, Carveout Obligor who is a natural person (unless tide event described in this Paragraph (k) results in a l ke; nutted Tiansiei ), unless, immediately liille,wing an%- and h tiny remaining Carveout Obligor or ON igors have the direct or Indirect power to exerense management control over the Real Property and have an aggregate net worth at least equal ie the Net Wortln Requilemcnt, or innless any remaining Carveout Obligor and the estate of any deceased Carveout Obligor collectively nice[ the 'het Worth Requirement and have the direct or indirect po5ver to exercise inanagcriient control over the Real Property 11. RICHT TO CURE Upon Default or upon the failure of the Grantor, following a Notice given under Subsection 10 1, to diligently pursue the cure of any act, oinission or circeunstance that may cause Default, the Beneficiary shall;nave the rl�-ht to cure the Default or the',10, omission or circumstance The expenses of doing so shall be part of the Indebtedness. and the Craptor shall pay theirs to the Beneficiary on demand 12. CONTEST RIGHT'S The Grantor stay secure the right to contest Impositions and construction, mechanics' Ui matercalmen's liens, through appropriate proccedings Conducted in good faith, by either #A) depositing with the Beneficiary an amount equal to one hundred twcnzy live percent (125%) of the amount of the Imposition or the lien, or (B) obtaining and inaintaitnng in effect a bond issued by a surety acceptable to the 13en4ficiary, in an amount equal to the gruel of (i) the amount of a requned deposit nndci clause (A) above and (it, the amount )equtred by the surety or by the court in order to obtain a COM1. order st4tying the foreclosure of the lien pending resolution of the dispute, and releasing the Iien of record The piocceds of such a bond must bc° pay,ible directly to the Kneliciaty The surety issuing such a bond must be acceptable to the Beneficiary to its sole disc[ etion Aftei such a deposit Is made or bond issued, the Grantor shall promptly cornmeiice the contest o€ the lien and continuously pursue that contest in good Iaith and with reasonable dtligcnce 1f the contest of the related Imposition or lien is unsuccessful, any deposits or bond proceeds -?ia- .IN rli 13CllaU11 d.2fiill, 12ento;i, Washtngion AE:GON Login No 98742 Seethe-31551 v5 2 00271?b8-00236 shall be used to pay the Imposition or to satisfy the obligation from which the hen leas arisen Any wrplus shall be refunded to the Grantor 13. DUE ON TRANSFER OR ENCUMBRANCE Upon the gale of transfer of any poiuon of the Real Piapeity or any other convey mm n-auslcr or vesting of any direct or indirect Interest in the Grantor or the Property, including (i) the direct of indirect transfer of, iy or the gianmiE of,t secuy mtcrest In, the owlielship of the Gi antor, (n) any encumbrance (other than a Permitted Encumbran(:e) of the Deal Property (unless the Grantor contests the encumbrance in compliance with Section 12) and (ui) the lease, license, or granting of any security interest in the Personal Property, the I idebwdnns shall, at the Beneficiary`s option, become immediately due and payable upon Notice to the Grantor, unless the sale, conveyance, transfer of vesting is a Permitted Transfer 14 DL F ON SALT FXCEPTLONS 14 l TRANSFER TO AN APPROVEDI'URCHASER The Grantor shall have the right, on one occasion during the tci ni of the Loan, to sell the Property or transfer the controlling interest in the Property through a transfer of membership interests in the Grantor in a transaction approved by the Beneficiary The Beneficiary agrees to approve a transfer if the following conditions are satisfied (u) N'o Defazrfr No Default shall exist, and no act, omission or circumstance shall exist which. if uncured following Notice and the passage of time. would become a Default (b) neque.71 r�nr3,Sl.rppvrriri, :ilarer«!ls The Beneficiary shall receive a written request for its approval at least ninety (90) days before the proposed transfer The request shall specify the identity of the proposed transferee and the purchase price and other terms of the transaction, shall include a copy of the proposed contract of" sale, and shall be accainpanied by the financial statements, Iax returns, and organizational documents of the proposed transferee and its principals (c) Cr ucria to be Considered The ownership structure, financial strength, credit history and demonstrated property management expertise of the proposed transferee and its principals shall be satisfaclory to the Beneficiary rn n, sole discretion The Beneficiary expressly iescrves the right to withhold its approval of the proposed transfer if the proposed transferee or any of its -30- North 4icnson Center, Renton. Washington AF'CON Laan No 58742 c o'I[e 3155145 2 U-)2'988-002m principals is or has been the subject of any bankruptcy, in.SOIVencv, or similar proceeding (d) Assumption Agreement Under the terms of" the proposed transfer, the proposed transferee shall assume the Loan, without nmod►licatton, under the terms of an assunrptiott agreement and additional documentation satisfactory to the Beneficiary in tot ni and substance Under the assumption agreement, the transferee shall provide a representation as to the purchase price paid for the Real Property (e) Retention of Cai-venut Obligaiiotis Under the terms of the assumption agreement and additional documentation, liability for C.arve0nt ObliVatrons arising af'tei the dale of' the transfer and assumption shall be assumed by the principals of the proposed transferee or by other persons or entities satisfactory to the Beneficiary who shall be subsirtuted for those oiigrrnally liable, and liability for CarVcotlt Obhoations arising before or in connection with the iransfei shall be retained by those liable fut there before the transfer ff} TWe fnsuranc-c Endorsement The Grantor shall al fee to provide an endorsement to the Beneficiary's mortgagee title insurance policy, insuring the continued validity and pi iority of this Deed of Trust following the assumption (g) A,%suinpttuii Fee The Beneficiary shall receive an assumption fee of one percent (1 %) orthe outstanding balance of the Loan, and the Grantor shall agiee to reirribui so the Beneficiary's out-of-pocket expenses incurred in connection with the proposed transfer, including title updates and endorsement charges, recording fees, any applicable taxes and attorneys' fees, regardless of whether the transfer is consummated 142 PEWMI 1-1 f t? TRANSFERS 4F CERTAIN PASYVF 1NTF.R1-S'1"S -1-he Beneficiary agrees that it shalt not withhold its consent to cei-tain transfers of direct or indirect interests in the Grantor (each a "Qualified Passive Interest 'transfer''} A "Qualified Passive Interest Transfer" is any transfer of a direct of indnoct interest in the Grantor, if, following the transfer (t) the Real Pioperty remains under the Legal Control of one or more Permitted Control Croup Members, (ii) the transfer does not result in a Prohibited Structuial Change, and (in) the transfer dons not tesult in a change to assets that would be at risk with respect to the Carveoul Obligations Any transfer of a Permitted Control Caionp Member that complies with parts (r) ant! (ri r) will duality for this exception to Sutton 13 heieof -31- Noith 112nson Ceimj, Renion. Washingwn AE:UON Loan No a742 Seotlle-3365195 2 0027988-0O236 14 3 At)Dfl IONAI f [N,ANCING A?%D I:NCU%-IBRANLL: Grantor shall have the rll;ht to encumber all of'the Property with one additional suboidlllotc deed of tI ust In connection v.Ah Ben ef icraiy's exercise of its right to provide fmilier financing as slated in Section 26 31 or an "Additional Financing" defined below. so long as the following conditions art satisfied (a) No Default then exists nor has any act of onnssion occurred that, solely with thc. e,xpi anon of any apphiablc cure p4riod, �\ Ill becume zuth a Del,wlt, pio%iticd, however, any consent given or financing provided by Beneficiary under Airs Section or Section 26 31 of this Deed of Trust shall not constitute a waivei of any then existin" Default or irnpaii any of Beneficiary's remedies therefor, (b) Grantor provides Beneftcuu y with advance written notice anti a complete descliptaon of the finanurio (the "Additional financing") to be secured by such (Iced of trust. (c) The Additional Flnancln4 Is obtained from an unielatt:d commeicial [ending Institution, Including a bank, life Insurance company or pension fund (the "Junior ].ender"), the financial condition of which is acceptable to Bencficiary in its sole and absolute discretion and ui which neither Grantor nor any member in Grantol has any Interest, which will not acquire any co -ownership, Joint venture or equity participation In (grantor oI the Property and Is soughs by (nantol In kuod faith without the Intention of avoiding the requirements of this Section or Section 26 31, (d) The clocumcntatlon CVldencing and stutiring the Additional Finaricino, which shall include a specific waiver by the Junior Lender to require a marshaling of assets if the Deed of Trust is foreclosed, is satisfactory to Beneficiary In all respects, (e) Giantorshall have complied with its obligations to afford Benetciaty thr right of first refusal to provide the Additional Financing as provided in Section 26._31 hereof, and Beneficiary shalt have declined to exercise such right oi is deemed to have declined to exelclse this right. (f) The note evidencing the Additional Financing ((he "Additional Note") shall have payments of equal monthly Installments of principal and interest which will fully an the balance of Additional Note within twenty (20) years, (g) Tlie interest rate on the Additional Note reasonably reflects market rates for smularloans, -32- Noitt1 Bensai Crntei, Renton, Wasbington AEGON Loan No 88742 $eoiiie-314,5195 2 0027988 00236 (h) The sum ol" the then outstaJidtng principal balanrc of the Note and die principal of the Addmonal Note docs not e :ceed Nevemy-five percent (75%) of the then lair market value of the Property, as established by Beneficiary based upon its review of a then current MAI appraisal perforated by an appraiser approved in writing by Beneficiary and paid for by Grantor, and (i) The Property has achieved m least a 1 25 Dcbt Service Coverage Ratio For the purposes hereof, the "Debt Service Coverage Piano" is the ratio the monthly Net Operating Income derived from the Property bears to the monthly payments of principal and interest on the Note and the Additional Note "Net Operating Income" shalt be determined by Beneficiary by reference to the regular installments of runt payable Under anv then erismig ]case, of the Properiv (excluding security deposits, prepayments of rent and any additional payments designed to icimbuisc Trustor I'm expense~ related to the Property); less all expenses relating to the Picpeiiy thilt;lri not paid or reimbursed by ieriawt under then existing leases, including real and personal property taxes and special assessments, casualty, liability_ rental interruption and other insurance premiums, utility billings, costs cf maintenance anti repair. reserve Funds for anticipatcd maintenance and repair in amounts typically maintained by owners oi'similar properties, managcinent fees, and other like costs and expenses, but excluding payments on the Note or Additional Note, all as fairly amortized over the period for which the Net Operating Income is calculated, 01) Grantor and the Junior Lender execute and acknowledge an intercreditor agreement ni form and substance satrsf<ictory to Beneficiary in its sole discretion to which the Junior Lender acknowledges and agrees that (i) all of the secui ity for the Additional Firiancing and any and all extensions. modifications, renewals and replacements thereof and aiiy other claims of or subset)ucntly acquired by the Junior Lender against the Grantor or the Property are and shall be subordinate to this Deed ol'Trtist and all other security for the Note, (ir) any default under the Additional Financing shall constitute a Default under this Deed of Ti usL, and (rri) the Junior Lender and Beneficiary agree that in the event of any bankruptcy of the Grantor, the Beneficiary shall have the right to purchase any unsecured portion of the claim of the Junior Lender for One dollar (S 100), and if the clann is secured or partially secured, the Junior Lender shall assign to the Beneficiary all rights to vote its secwed churn in any vuie foi a plan which impairs the class in which the 13i:nelic.rarya ci�iim io rnc.luded (k) Trustor pays to Beneficiary a reasonable fee not to exceed $2500 concuia cntly with the closing of the Addrtronal Flnanerng -33- North Beiison Cenrei, Renton, Wastwimon ,\L(jo N ).oan NL) J67'4? Seattle-3'65195 2 W2?1 t o3236 14 7' TRANSAC-1 ION COSTS The Grantor shall pay all out-of-pocket expenses incurred by the Beneficiary in the icalec� and processing of a Pciiniaed "l ransfer m Additional Financing regardless of whether the Permitted Tiaw fci is carried out 15, NOTICE Oh' ABSOLUTF ASSIGNMENT OF LEASES AND RENTS Under the Absolute Assignment of Leases and Rents, the Grantor has assigned to the Beneficiary, and to its successors and assigns, all of the Grantor's right and title to, and Interest In, the Leases, Including all rights under the Leases and all benefits to he derived flrom thetas The rights assigned include all authority of the Grantor to modify or terminate Leases, or to exercise any remedies, and the benefits assigned include all Rents This assignment is present anti absolute and includes all rights conferred by RCW 7 28 230 and related laws, as amended, but under the terms of the Absolute AssiDiment of Leases and Rents, the Beneficiary has granted the Grantor a conditional license to collect and use the Rents, and to exercise the rights assigned, in a manner consistent with the: Obligations, all as more particularly set forth in the Absolute Assignment of Leases and Rents The Beneficiary irtay, however, terminate the license by written Notice to the Grantoi on certain conditions set forth in the Absolute Assignment of Leases and Rents 16. ACCELERATION llndei tic terms of the Note, d a Default exists, the Bencticraty may, at its Option, without Notice to the Grantor, declare the Indebtedness to be irniniediately due and payable, piovided,_howevci, that if the Det'ault at ises solely as the result of the failure of the Grantor to inake a wgulat monthly paymenr o(principal and interest, the Benelictdry shall not accelerate the Indebtedness unless the Benefiewry has given the Notice of the Default, and a cure pei tod of three (3) Business Days, prior to declat ing the Indebtedness to be immediately due and payable 17 RIGHTS OF ENTRY AND TO OPERATE 17 l ENTRY ON REAL PROPERTY If a Default exists, the Beneficiary may, to the extent permitted by law, enter upon the Real Piopeity and take exclusive possession of the Real Properly and ofall books, record~ and accounts, all without Notice and «-ithoul being guilty of trespass, but subject to the rights of tenants in possession under the Leases Il' the Grantor reinains in possession of all or any part of the Property after Dcf`ault and without the Beneficiary's prior written consent, the Beneficiary may, without Notice to the Grantor, invoke any and all legal remedies to dispossess the Grantor -34- Noo'a Bvn,on Ct iotci Rcmon W,is3iiagton AE:GON Loan No 88742 Seoh%e-3355195 2 � 27988-Gv236 l' 2 OPLKA'I ION O1 RLAL I'ROPERI1 Following Defauit, the Beneficiary may hold, lease. manage, operate or otherwise rise of permit the use of rite Re it Property, either itsolf or by other persons, tirins of entities, in such manner, for sueh trn7e and upon sueh other terms as the BQnefrotary may deern to be prudent under the cl CtrnJStanCeS (making such rcparrs, alterations, additions and improvements thereto and taking any and all other action with reference thereto, from tinie to time, as the Beneficiary deems pnideal ), and apply all Rents and Act amounts collected by the Benetcrary in accordance with the provisions of the Absolute Assignment of Leases and [tents IS. RECEIVERSIIiP Following Default, the Beneficiary may apply to a court of competent Jurrsdretron for the appointment of a receiver of the Property, ex parte without Notice to the Grantor. whether or not the value of the Property exceeds the Indebtedness, whether or not waste or deterioration of the Real Property has occurred, and whether or not other argumenis based on equity would justify the appointment The Cirarrtor irrevocably, with knowledge and for valuable consideration, consents to such in appointment Any such receiver shall have all the rights and powers customarily given to receivers in Washington, Including the rights and powers ?ranted to the Beneficiary by this Deed ol'Trust, the power to maintain, ]case and operate the Real Property on terms approved by the court, and the power to collect the ]tents and apply them to the Indebtedness of otherwise as the court may direct once appointed, a receiver may itt the Beneficiary's option remain in place until the Indebtedness has been paid in full 19. FORECLOSURE; POWER OF SALE 19 1 FOREt:LOSI"RE UDDER WASHING'roN LAW Upon Default, the Beneficiary may immediately proceed to foreclose the Irert of this Deed of Trust, against all or part ofthe Property, or to sell the Property, by judicial or nonjudtcial foreclosure in accordance with the laws of Washington and may pursue any other reinedy available to commercial mortgage lenders under the laws of Washington Specifically, upon the occurrence of a Default and written request of the Beneficiary, Trustee shall sell the Property, or any part thereof, in accordance with the Deed of Trust Act of the State of Washington (RCW Chapter 61 24 as existing now, or hereafter amended) and the Uniform Commercial Code of the State of Washington where applicable, without regard to any right of - marshaling ofassets, at public auction to the highest bidder for cash at such laic and at such place as are statutorily prescribed In connection with any sales hereunder, Trustee may elect to sell any Fixtuies or Personal Property cncuiribered by this Deed of Trust at the same sale as the Real Property or to dispose of the satne in one or more separate sales in accordance with applicable law Any sale of -35- North Benyon Ceruer, Renton, Washington ALGOLLoan No 88742 Secttle-3165195 2 6)27968-0ti236 any Personal Property hereunder shall be conducted in any manner perrnitted by the Code The Orantor acknowledges that there is no right to an extension ofthe Trustee's sale on "equitable" or other grounds, and that [lie Beneficiary's rernedres under this Deed of'Frust shall not be affected or impaired by the exercise ofany right of setoff or to collect and apply rents, profits, insurance proceeds or condemnation awards Any person except Trustee inay bid at a Trustee's sale Subject to applicable law, Trustee shall apply the proceeds of the sale in the following order (1) to the expense ofsale, including a reasonable Trustee's fee and attorneys' fees, (2) to the obligation secured by this Deed of Trost, (3) the sut plus, if any- shall be distributed in accordance with said Deed of Trust Act Ti ustee shall deliver to the purchaser at the sale its deed, without wat runty, which shall convey to the purchasei the interest in the Property which [lie (;cantor had or had the power to convey at the time of the Grantor's execution of this Deed of Trust, and such as the Grantor may have acquired thereafter Trustee's deed shall recite the facts showing that the sale was conducted in compliance with all the requirements of law and of this Deed of Trust, which recital shall be prima facie evidence of such compliance and conclusive evidence thereof to favor of bona fide purchasers and encumbrancers for value The Trustee is not obligated to notify any party hereto of pending sale under any other deed of trust or of any action or proceeding in which the Grantor, Trustee or the Beiieftciary shall be a party, unless such action or proceeding is brought by the Trustee 1 9 2 RIGHT TO A DEFICIENCY After the date of any trustee's sale at which the Beneficiary or any affiliate of the Beneficiary is the successful bidder, or after the date of the Beneficiary's or such affiliate's acceptance of a deed in lieu thereof (either such date, the "Sale Date"), the Grantor shall, to the extent permitted under RCW 61 24 100 or any successor statute or amendment, remain personally liable to the Beneficiary for the Carveout Obligations The Grantor's total liability after the Sale Date shall not, however, exceed the amount by which the fair value of the Real Property on the Sale Date (less the then outstanding amounts of prior hens) is less than the outstanding amotint of the hidebtedness immediately prior to the Sale Date The extent of the Grantor's liability in iespec:t of waste to the Property shall be Bitted so tht ainuunt of such difference that is caused by waste of the heal Propel ty committed by the Grantor after the date this Deed of Trust is granted .Any deficiency for which the Grantor is hablc hereunder shall bear interest at the Default Rate from the Sale Date to and including the date of payment 20 WAIVERS To the maxtnturn extent permitted by law, the Grantor irrevocably and unconditionally WAIVES and RELEASES any present of future rights (a) of reinstatement or redemption (b) that may exempt the Property froin any civil process, (c) to appraisal or valuation of the -36- Nor% Benson Center, Renion, Washington AF(it)N Loan No 88742 SeuIIic 316-S193 2 W27988-00236 Property, (d) to extension of time for payment, (e) that may subject the Beneficiary's exercise of its leinedies to the administration of any decedent's estate or to any partition or liquidation action, (f) to any homestead and exemption rights provided by the Constitution and laws of the United States and of Washington, (g) to notice of acceleration or notice of' intent to accelerate (other than as expressly stated herein), and (h) that in any way would delay or defeat the right of the Beneficiary to cause the sale of the Real Property for the purpose of satisfying the Indebtedness The Grantor agrees that the price paid at a lawful foreclosure sale, whether by the Beneficiary or by a third party, and whether paid through cancellation of all or a portion of the Indebtedness or in cash, shall conclusively establish the value of the Deal Property The foregoing waivers shall apply to and bind any party assuming the Obligations of the Grantor under this Deed of "Crust 21. EXCULPATION CLAUSE AND CARVEOUT OBLIGATIONS The Beneficiary agi ees that it shall not seek to enforce any monetary judgment with respect to the Indebtedness evidenced by the Note against the Grantor except through rccaurse to the Property. unless the Obligation from which the judgment arises is a Carveout Obligation The Cai veout Obligations include (a) the obligation to repay any portion of the lndcbtedoess that arises from a Caiveout, (b) the obhgahon to repay the entire Indebtedness, if the Beneficiary's exculpation of the Grantor from personal liability under this Section has become void as set forth below, (c) the obligairon to indemnify the Beneficiary in respect of -its actual damages snftered in connection with a Carveout, and (d) the obligation to defend and hold the BQncticiary harmless from and against any clauus, judgments, causes of action or proceedings arising from a Carveout The Carveouts are (1) fraud or material written misrepresentation, (tr) waste of the Property (which shall include damage, destruction or disrepair of the Real Property caused by a willful act or grossly negligent omission of the Grantor, but shall exclude ordinary weai and tear in the absence of gross negligence), (m) misappropriation of tenant security deposits (including proceeds of tenant letters or credit), Insurance Proceeds or Condemnation Proceeds, (iv) failure to pay property taxes, assessments or other henable Impositions, (v) failure to pay to the Beneficiary all Rents, income and profits, net of reasonable and customary operating expenses, received in respect of a period when the Loan is in Default, (vtj the out-et=pocket expenses of enforcing the Loan Documents following Default, not including expenses incurred after the Grantor has agreed in -37- %oiih I3eiison Center, Kenton, %Vd5111ngi0u AL.UON Loan No 83742 $Lulile-3165195 2 J027988-00236 writing to transfer the Real Property to the Beneficiary by the Beneficiary's choice of either an tincontested foreclosure or delivery of a deed in lieu of foreclosure, (vii) terminating or amending a I.ease in violation of the Loan Documents, and (vni) any habiloy of the Grantor under the Environmental fndcmntty Agicement The Beneficiary's exculpation of the Grantor from personal liability for the repayinent of the Indebtedness shall be void without Notice if the Grantor voluntarily transfers of creates any voluntary lien on the Property in violation of this Deed ofTrUSt 22. SECURITY AGREEMENT AND FIXTURE FILING 22 l DEFINITIONS "Account" shall have the definition assigned it in the UCC "Account Collateral" ineans all Accounts that arise from the operation, use or enjoyment of the Property, from the commencement of the Loan term through the satisfaction of all of the Obligations "Bank" shall have the meaning assigned in the UCC "Cliattcl_Papet" shall have the definition assigned in the UCC "Chattel Paper Collateral" means all Chattel Paper arising from the sale or other disposition of all or part of the Property "Commercial Tort Claim" shall have th4 definition assigned in the UCC "Commercial Tort Claim Collateral" means all Comnneicial Tort Claims in respect of damages to the Property or to its operations, in respect of any impairment of the value of the Piopeny, or in respect of the collection of any Accounts "Deposit_Account" shall have the definition assigned in the UCC "Deposit Account Collateral" means all the Deposit Accounts into which Rents or Proceeds arc depositcd at any time fi-orn the commencement of the Loan term through the satisfaction of all of the Obligations "Document" shall have the definition assigned in the UCC -38- North Benson Center, Renton, Washin,,ton ALGON Loin No 88742 5eatt'ie-31h5 M 2 002798t -G0236 -Do urncm toll tend" means all Documents that evidence title to all of any pail of the Goods Collateral "E u, merit" shall have the definition assigned in the UCC "Fuinment Collateral" means all Equipment that relates to the Real Properly and is used in the operation of the Real Property as commercial real estate "Financing Statements" shall have the definition assigned in the UCC "Gencral intangibles" shall have the definition assrcned tit the U'C:C "General lntangible_Collateral" means all General Intangibles that have aitsrn or that arise in the future in connection with the Grantor's ownership, operation or leasing of the Real Property, at any time from the winmencernent of the `roan terra through the satisfaction of all of the Obligations "Goods" Shall have the definition assigned in the UCC "Goods" include all detached Fixtures, items of Personal Property that may become l;ixtores, property management files, accounting books and records, reports of consultants relating to the Real Property, 5ile plans, test borrings, erivironmentn) or geotechnIca) surveys samples and test results, blueprints, construction and shop drawings, and plans and specificallous "Goods Collateral" means all Goods that relate to the Real Propei ty and are used in the operation of the Rea€ Property as commercial real estate "lnstrumet�t" shall have the definition assigned in the UCC "Instrument Collateral" means all Instruments received as Rents or Proceeds or ]xirchased by the Grantor with Rents or Procceds "Investment Properly" shall have the definition assigned to that Tenn in the UCC "Invesrinent_f'ro zert .Collateral" mearis all the lavestnierit Property purchased using Rents or Proceeds, or received in respect of Account Collateral "Letter of_Credit" shall have the definition assigned in the UCC "Leitet-_nf,Cledit-Collateral" means all Letters of Cie& that relate to the use, operation or enjoyment of the Properly, including those that secure the payment of any Accounts comprising Account Collateral or arising from the sale or other disposition of all or part of the Property "Letter of Credit Rights" shall have the definition assigned in the UCC -39- Norni Beason Venter, Renton. Wv ishi«gtcri Al:GOh' Loan Nu 887.12 Sea?Ve-31e5iY5 2 0021488'J023o "Letter of Credit Rights C:olloteral" means all Lcttei of Credit Rights that relate to the use, operation or enjo\Iinent of the Property, including rights to Letters of Credit that securi the payment of any Accounts comprising Account Collateral or arising from the sale or other disposition of all or part of the Property "Money Collateral" means all money received in respect of Rents "Personal Property" means Account Collateral, Chattel Paper Collateral, Commercial 'Fort Claim Collateral, Deposit ,Account Collateral, Document Collateral, Goods Collateral, Instrument Collateral, General Intangibles Collateral, Investment Property Collateral, Letter of Credit Rights Collateral, Letters of Credit [;ollweial, and Moncy Collateral "Proceeds" shall have the meaning assigned in the UCC "UCC" means the Uniform Commercial Code as adopted in Washington 222 CREATION OF SECURITY INTEREST This Decd of Trust shalt be self -operative and shall constitute a Security Agreement pursuant to the pravrsions of the UCC with respect to the Personal Property The Grantor, as debtor, hereby grants the Beneficiary, as secuied party; for the purpose of securing the Indebtedness, a security interest in the Account Collateral, Chattel Paper Collateral, Commercial Tort Claire Collateral, Deposit Account Collateral, Document Collateral, Equipment Collateral, Goods Collateral. Instrument Collateral, General Intangible Collateral, Investment Property Collateral, Letter of Credit Rights Collateral, Letter of Credit Collatci al, and Money Collateral, in the accessions, additions, replaeomenis, substrtuuons and Proceeds of any of the foregoing items of collateral Upon Default, the Beneficiary shall have the rights and remedies of a secured patty tinder the UCC as well as all other i ights and remedies available at law or in equity, and, at the Bi neliciaty's option, tine Beneficitiry may also invoke the: remedies ptovided elsewhere In this Deed of Trust as to such Pioperiv The Grantor and the Beneficiary agree that the rights Danted to the Beneficiary as secured party under this Section 22 are in addition to rather than a limitation on any of the Beneficiary's other rights under this Deed of Trust with respect to the Property 223 FILING AUTHORIZATION The Grantor irrevocably authorizes the Beneficiary to file, in the appropriate locations for filings of UCC financing statements in any jurisdictions as the Beneficiary in good faith deems appropriate, stick financing Statements and amendments as the Beneficiary may require in order to perfect or continue this sccui ity interest, or in order to prevent any filed financing statement from becoming misleading or froni losing its perfected status 40- North Benson Center, Renton, Washington AEGON t.oan No 88742 Seonle-3165195 2 0027988-00236 22 d ADf)[TIONAL SEARCHES AND Duct-NiFNA ATPO-N Grantor- shall provide to Beneficiary irpon request, certified copies of any searches of UCC records deemed necessary or appropriate by 13enefcraiy to confirm the first priority status of its security interest in the Personal Property, together with copies of all documents or records evidencing security' interests disclosed by such searches 22 5 Cos-rs The Grantor shall pay all filing fees and costs and all reasonable costs and expenses of any iecord searches (oi their continuations) as the Beneficiary may require 226 REPRESI NTA'i IONS, WARRANTIES, AND COVI?NAN'I'S OF THE GRANTOR fa) Ownerslap of the Pei.wnal Propei-ty All of the Personal Property is, and shall during the term of the Loan continue w be, owried by the Grantor, and is nul the subject matter of -any lease, control agreement or other instrurnent, agreement or transaction whereby any ownership. security or benefictal interest in the Personal Property is held by any person or entity other than the Grantoi. subject only to ( I ) the Beneficiary's secui ity interest, (2) the rights of tenants occupying the Property pursuant to Leases approved by the Beneficiary, and (3) the Permitted Encumbrances (h) No Other Identav The Grantor represents and warrants that except for Petro Benson, 1. P , a Washington limited partnership, the Grantor has not used or operated under arty other name or identity for at least five (5) years The Grantor covenants and agrees that Grantor will furnish Beneficiary with notice of any change m its name, form of organization, of state oforgaritzation within thirty (30) days prior to the effective date of any such change (r.) Locution qf Equipment All Equipment Collateral is located upon the Land (d) Removal of Goods The Grantor will not remove or permit to be removed any item included in the Goods Collateral from the Land, unless the same is replaced unmediately ti-vrth unencumbered Goods Collateral (1) of'a quality and value equal or superior to that which it replaces and (2) which is located on the Land All such replacements, renewals, and additions shall become and be immediately subject to the security interest of this Deed of Ti List _41_ worth Benson Center, Renwn, Washington AEGON Loan No 8�742 Seo111e-3i65M 2 tX)27988-W236 (ej Yr•oc•eeds The Grantor may, without the Beneficiary's prior written consent, dispose of Goods Collateral in the ordinary course of business, provided that, following the disposition, the perfection of the Beneficiary's security interest in the Proceeds of the disposition will conlinue uridet � 9-315 (d) of the UCC The Glaa of sliall not; withoul IhV consent, dispose of any Personal Property in any oilier manner. except in comph,mce with Part j,iaph (d)ol this 5ubaetsion 22 0 22 7 RXTI.NRF Fv,im3 This Deed of Trust constitutes a financing statement filed as a fixture tiling to the Official Recuids of the County Rccoidei of Knns County, WashrriStun %Vith rc�petit to any and all fixtures comprising Property The "debtor" is Petro Benson LLC, a limited liability company organized under Washington lase, the "secured party" is Transamerica Life Insurance Company, an Iowa corporation. the collateral is as described in Subsection 22 1 above and the granting clause of this Deed of Trust_ and the addresses of the debtor and secured part~ ate the addresses stated ill Subsection 26 13 of this Deed of Trust for Notices to such parnes The organizational timber or the debtor is 602-245-2 to The owner ol'iccord of the Real Property is Petro Benson LLC 23. ENVIRONMENTAL MATTERS 23 1 R.f vjtizsFNTATJ0NS The Grantor reptescnts as follows (aj No flrrzar-dou.s Substances To the best of the Grantor's knos, ledge is a duly diligent property owner and except as dlscio>cd in the 1 57�, no ielea,c of lily iidfardou:, Substance has occurred on of about the Real Property in d quantily ui at a concentration level that (1) violates any Environmental Law, or (ii) requires reporting to any regulatory authoray of may iesutt in any obligation to remediate under any Environmental Law (b) Compliance rvith Environmental Laws The Real Property and its current use and presently anticipated uses comply with all Environmental Laws, including those requiring permits, licenses, authortzations, and other consents and approvals (c) NO Actions or Proceedin.-S No governimmal authority or agency has commenced any action, proceeding or investigation based on any suspectcd of actual vialatwu of any Environmental Law on or about the Real Property To the hest of the -42- Norih BCTIS071 Cmter, Renton, Washington AF,GON t.oan No 98742 Sealtie-3165195 2 0027788 00236 Grantor's knowledge as a duly diligent property owner, no such authority or agency has threatened to commence any such action, proceeding, or investigation 23 2 ENV1RON.MkNTALCOVFKANTS The Grantor covenants as follows (a) Compliance with Environmentol Laws The Grantor shall, and the Grantor shall cause all employees, agents, contractors, and tenants of the Grantor and any other persons present on or occupying the peal Property to, keep and maintain the Real Property in compliance with all F.nvironrmental Laws (b) Notices, Fictions and Claims The Grantor shall immediately advise the Beneficiary in writing of (►) any notices fro►n any governmental or quasi -governmental agency or authority of violation or potential violation ofany Environmental haw received by the Grantor, (u) any and all enforcement, cleanup, removal or other goverrunentat or regulatory actions rustftuted, completed or Ilireatened pursuant to any ];nvrronmental Law., (ni) all claims made or threatened by any third party against the Grantor or the Real Property relating to damage, contribution, cost recovery, compensation, loss or Injury resulting from any hazardous Substances, and (iv) discovery by the C3iantor of any occurrence or condition on any real property adjoining or in the vicinity of the Real Property that creates a foreseeable risk of contamilia tion of the ]Zeal Property by or with Hazardous Substances 23 3 THE BENEFICIARY'S RIGHT TO CONTROL CLAIMS The Beneficiary shall have the right (but not the obligation) to join anti participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Hazardous Substances and to have its related and reasonable attorneys' and consultants' fees paid by the Grantor upon dermand 234 INDEMNIFICATION The Grantor shall be solely responsible for, and shall indemnify, defend, and hold harmless the Beneficiary, the Trustce, and then respective directors, officers, employees, agents, successors and assigns, from and against, any claini, judgment, loss, damage; demand, cost, expense or hability of whatever kind or nature, known or unknown, contingent or otherwise, directly or indirectly arising out of or attributable to the use, generation, storage, release, threatened rch-ase, discharge, disposal, or presence (whether prior to of after the date of this peed of Trust) of Hazardous Substances on, in, under or about the Real Property (whether- by the Grantor, a predecessor in title, any tenant, or any employees, agents, contractor or subcontractors of any of the foregoing or any third persons at any rime occupying -43- %rih L3enson Center, Renlon. Washinglan AEGON Loan No 89742 Seunle-3! 65195 2 002]988.00236 or present on the Real Property), including (i) personal injury, (u) death, (irr) damage to property, (iv) all consequential damages, fv) the cost of any requrred or necessary repair. cleanup or detoxifwation of the Real Property, including the soil and ground water thereof, and the preparation and implementation of any closure, remedial or other required plans, (vi) damage to any natural resources, and (vri) all rcasariahle costs and expenses incurred by the Beneliciary or the Trustee in connection with clauses (i) through (v)), including reasonable attorneys' and consultants' fees, provided, however, that nothing contained in this Section shall be deemed to preclude the Grantor from seeking indemnification from, or otherwise proceeding against, any third party including any tenant or predecessor in title to the Real Property, and further oroyided that this indemnification will not extend to matters caused by the Beneficiary's gross negligence or willful misconduct, or arising from a release of Hazardous Substances which occurs after The Beneficiary has taken possession of the Real Property, so long as the Grantor has lint caused the release through any act or omission The covenants, agreements, and indemnities set forth in this Section shall he binding upon the Grantor and its heirs, personal representatives, successors and assigns Said indemnities shall be limited to the actual damages incurred by the Beneficiary, including all advances or payments paid or agreed to be paid by the Beneficiary pursuant to its rights to require environmental assessments, join or participate in any proceedings, cure the Grantor's default or enforce its remedies, (a) prior to and after any judicial foreclosure of this Deed of Trust or deed delivered and accepted in lieu thereof, or (b) prior to any nonjudicial foreclosure of this Deed of Trust or deed delivered and accepted in lieu thereof' The obligations of the Grantor under this Section shall be mutually exclusive of any liabilities ansnng after a nonjudicial foreclosure of this Deed of Trust or the delivery and acceptance of a deed in lieu of such nonjudicial foreclosure, which are evidenced by the Unsecured Environmeatal Indemnity Agreement Any costs or expenses incurred by the Benelciai y or the Trustee for which the Grantor is responsible or for which the Grantor has indemnified the Beneficiary shall be paid to the Beneficiary on demand; with interest at the Default late from the date Incurred by the Beneficiary until paid in full, and shall be secured by this Deed of Trust without the prior written consent of the Beneficiary, the Grantor shall not enter into any settlement agreement, consent decree, or other compromise in respect to any claims relating to I Iazardous Substances The Beneficiary agrees that it shall not unreasonably delay its consideration of any written request for its consent to any such settlement agreeme.,w, consent decree, or other compromise once all information, reports, studies; audits, and other documentation have been submitted to the Beneficiary 23 5 ENVIRONMENTAL/ UDETS if a Default exists, or at any time the Beneficiary has reason to believe that a release of I laiardous Substances may have occurred or may be likely to occur, the Beneficiary may require that the Grantor retain, or the Beneficiary ntay retain -44- North Benson Center, Renton, Washington AEGON Loan No 88742 Sec iMa-3165195 2 W27988-002M directly, at the sole cost and expense of the Grantor, a licensed geologist, industrial h\ ,remst or an environmental consultant acceptable to the Beneficiary to conduct ari eiwirownental 'assessment or audit of rile Real Property In the event that the Beneficiary makes a reasonable determination of the need for an environmental assessment or audit. the Beneficiary shall uiform the Grantor in writing that such a deterininauon has been made and, if requested to do so by the Grantor, give the (,rancor a wi Men explanation of that determination before the assessment er audit is conducted The Grantor shall afford any person conducting an environmental assessment or audit access to the Real Property and all materials reasonably requested The Grantor shall pay on demand the cost and expenses of any environmental consultant engaged by the Beneficiary under this Subsection The Grantor shall, at the Beneficiary's request and at the Grantor's sole cost and expense, take such investigative and reniedial measures determined by the geologist, hygienist or consultant to be necessary to address any condition discovered by the assessment or audit so that (i) the Real Property shall be in compliance with all Environmental Laws, (n) the condition of the Real Property shall not Constitute any identifiable risk to Human health or to the environment, and (rrr) the value of the 1 eal Property shall not be affected by the presence of Hazardous Substances 24. CONCERNING THE TRUSTEE 24 1 NO LIABILITY If the Trustee or anyone acting by virtue of the Trustee's powers enters the Heal Property, the Trustee will not be personally liable for debts contracted or for liability or damages incurred rn the management or operation of the Real Property The Trustee will have the right to rely on any instrument, document or signature authorizing or supporting any action taken or proposed to be taken by the Trustee or believed by the Trustee in good faith to be genuine The Trustee will be entitied to reimbursement for expenses actually incurred by the Trustee in the perfoirriance of the Trustee's duties and to reasonable compensation for services rendered The Grantor shall, from time to time, pay compensation clue the Trustee under this Deed of Trust and reimburse the Trustee for and save and hold the Trustee harmless from and against any and all loss, cost, liability, damage and expense whatsoever incurred by the Trustee in the performance of the Trustee's duties 242 RFTENTION OF MONEY All money received by the Trustee must, until used or applied, be held in trust for the purposes for which it was received, but need not be segregated in any manner From any other money (except to the extent required by law) and the Trustee will have no liability for interest on any money received -45- Noah Benson Center, Kennon, Washington AL(,i)% Lour No 8i742 5eottie-31e,519- 2 002798E-30236 243 SUCCESSOR TRUS I EES The Trustee may resign by giving notice of such resignation in writing to the Beneficiary If the 'Trustee's legal existence shall cease or if the Trustee resigns er becomes disqualified from acting in the execution of this Trust or falls or refuses to exercise the same when requested by the Beneficiary so to do or if for any reason and without cause the Beneficiary prelers to appoint a substitute trustee to act instead of the ongmal Trustee, or any prior successor or substitute trustee, the Beneficiary will have full power to appoint a substitute trustee and, if preferred, several substitute trustees in succession who shall succeed to all the estates, rights, powers and duties of the Trustee 244 SUC'CESStON INSTRUMENTS Any new Trustee appointed will, without any further act, deed or conveyance, become vested with all the estates, properties, rights, powers and trusts of the Trustee's predecessor Upon the written request of the Beneficiary or of any successor trustee, the fonner Trustee shall execute and deliver an instrument transferring to such successor Trustee all the estates, properties, rights, powers and trusts of the former Tnrstee, and shall duly assign, transfer and deliver any of the property and money held by the former Trustee to the successor Trustee so appointed in the former I rustee's place 245 PERFORMANCE oF DUTIFS By AGENTS The Trustee may authorize one or more parties to act on the Trustee's behalf to perform the Trustee's ministerial functions, including, without limitation, the transmittal and posting of any notices 25. SECONDARY MARKET 25 1 TRANSFER OF THE. LOAN The Beneficiary may, at any time, grant Participations, and may trarisfor the Loan Documents by sale or other assignment, either to be held by the transferee, or for the purpose of the )5suance of Securities 252 SAt.F (}ti DEt.E(jATION OF SERVICING The Beneficiary may, at any time, transfer any and all of the servicing rights with respect to the Loan, or delegate any or all of its responsibilities as Beneficiary under the Loan Documents -46- Noi1i Benson Center, Renton, Washington AFGON Loan No 89742 Sealtle-3165)95 2 00279&6-00236 25 3 DISSEMINATION OF IMFCRMAI ION In connection with any transfer of the Loan; the Beneficiary may tbrward all documents and informalion that the Beneficiary deems necessary or desirable concerning the Loan, includino the financial statements of any Obligor, sales reports on retail tenants, and such other inforinatton as may be reasonably related to the Obligors, the Property or the Leases to any (a) transtctee or prospective transferee of the Loan, (b) Rating Agency rating the I-oan, a Participation, or Securities, or (c) any organization maintaining databases on the; underwriting and performance of commercial mortgage loans The Grantor irrevocably waives any and all rights it may have under applicable Legal Requirements to prohibit such disclosure, including any right of privacy 254 COOPERATION The Grantor, any guarantor and any Can'eOlit Obligor agree to cooperate with the Beneficiary in connection with any transfer of [he Loan or any Participation or Securities The Grantor agrees to provide to the Beneficiary or to any persons to whom the Beneficiary may disseminate such information, at the BCneficiar;'s request, financial statements of Obhgors, an estoppel certificate, sales reports on retail tenants, and such other documents as may be reasonably related to the Obligors, the Property, or the Leases 25 5 RFSERVL=SJ LScROws If Participations are granted or Securities issued in connection with the Loan, all funds held by the Beneficiary in escrow or as reserves in accordance with the Loan Documents may, at the Beneficiary's discretion, be deposited in "eligible accounts" at "eligible institutions" and invested in "penriitted utv4estrnents" as then defined and required by the stating Agencies 26, MISCELLANEOUS 26 1 SUCCESSORS AND ASSIGNS All of the terms of the Loan Documents shall apply to, be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the Obligors, or to the holder of the Note, as the case niay be -47- ttiorih l3euson Centcr, Rcriwn, Washington i"+LWN Lum No 88 ; 42 Seottle-3165195 2 0027988-00236 262 SURV OVA[, O OM._IGATiONS Fach and all of the Obligations shall conunuc in full force and effect uiitil the I Aest of (a) the date the Indebtedness has been paid In Bull and the Obligations have been performed and satisfied in full, (b) the last date permitted by law' far bringing any claim or action with respect to which the Beneficiary may seek payment or 1n&n1nlfic',:lion in Connction frith the Loan DocUmenIS, and (c) the date on which any clann or action for which the Beneficiary seeks payment or Indemnification is fully and finally resolved and, if applicable, any comproiriise thereof ofjudtmeni or award thereon is paid ui full 263 FURTHER ASSURANCES The Grantor, upon the request of the Beneficiary or the Trustee, shall complete, execute, acknowledge, deliver and record or file such furlher instruments and do such further acts as may be necessary to carry out more effectively the purposes of this Deed of `)!'rust, to subject any property intended to be covered by this Deed of Trust to the liens and security interests it creates, to place third parties on notice of those liens and security interests, or to correct any defects which may be found ill any Loan Document 264 RIGItT OF INSPECTION The Beneficiary shall have the right from time to time, upon reasonable advance notice to the Orantor, to enter onto the Real Property foi the purpose of inspecting and reporting on its physical condition, tenancy and operations 265 EXPENSE INDEMNIFICATION The Grantor shall pay all filing and recording fees, documentary stamps, intangible taxes, and all expenses incident to the execution and acknowledgment of this Deed of Trust, the dote ur any of the other Loan Documents, any supplements, amendments, renewals or extensions of any of them, or any instrument entered into under Subsection 26 3 The Grantor shall pay or reimburse the Beneficiary, upon demand, for all costs and expenses, including appraisal and reappraisal costs of the Property and reasonable attorneys' and legal assistants' tees, which the Beneficiary may incur in connection with enforcement proceedings under the Dote, this Deed of Trust, or any of the other Loan Documents (including all fees and costs incurred in enforcinb or protecting the Note. this Deed of Trust, or any of the other Loan Documents in any bankruptcy proceeding), and attorneys' and legal assistants' fees incurred by the Beneficiary in any other suit, action, legal proceeding or dispute of aiiy kind in which the Beneficiary is made a party or appears as party plaintiff, or defendant, affecting the Indebtedness, the Note, this Deed of Trust, any of the other Loan Documents, or the Property, or required to protect or sustain the lien of this Deed of Trust The Grantor shall be obligated to pay (ur to reimburse the Beneficiary) for such fees, costs and expenses and shall Indemnify and hold the -48- North Beiison cemer, Renton, Washington AY:60A Loan No 89742 Seattle-3 i 65195 2 Q027988-00236 Beneficiaryand the Trustee harmless t'iotn and against any and nit loss, cost, expertse, liability, damage and claims and causes of action, including attorricys' fees, incurred or accruin- by reason of the Grantor's failure to promptly repay any such fees, costs and expenses If any suit or action is brought to enforce or interpret any of the terms of this Deed of Trust (including any effort to modify or vacate any automatic stay or injunction, any trial, any appeal, any petition for review or any bankruptcy proceeding), the Beneficiary shall be entitled to recover A expenses reasonably incurred in preparation for or during the suit or action or in connection with any appeal of the related decision, whether or not taxable as costs Such expenses include reasonable attorneys' fees, witness fees (expert or otherwise), deposition costs, copying charges and other expenses Whether or not any coup action is involved, all reasonable expenses, including the costs of ,,caiclnng records, obtaining title reports, appraisals, environmental assessments, surveying costs, title insurance premiums, trustee fees, and other reasonable attorneys' fees, incurred by the Beneficiary that are necessary at any titne in the Beneficiary's opinion for the protection of its interest or enforcement of its rights shall become <i part of the Indebtedness payable on demand and shall bear interest from the date of expenditure until repaid at the interest rate as provided in the Note The Grantor shall also pay all such costs and fees, including those of the Beneficiary's attorneys, witnesses and appraisers, that are incurred after a trustee's sale or foreclosure in coiineclion with an action for a deficiency judgment against Grantor or any C:arveout Obligor and the same shall not be secured by this Deed of Ti ust 266 GENFRAI- INDEMNIFICATION The Grantor shall indemnify, defend and hold the Beneficiary harmless against (1) any and all clarrns for brokerage, leasing, finder's or similar fees which may be made relating to the Real Property or the Indebtedness, and (u) any and all habtlity, obligations, losses, damages, penalties, claims, actions, suits costs and expenses (including the Beneficiary's reasonable attorneys' fees, together with reasonable appellate counsel fees, if any) of whatever kind or nature which may be asserted against, imposed on or incurred by the Beneficiary in connection with the Indebtedness, this Deed of Trust, the Real Property or any part thereof, or the operation, nla:otenanee and/or use thereof, or the exercise by the Bencticiary of any rights or remedies granted to it under this Deed of Trust or }pursuant to applicable law, provided, however, that nothing herein shall be construed to obligate the Grantor to inderimify, defend and hold harmless the Beneficiary f•roin and against any of the foregoing which is imposed on or incurred by the Beneficiary by reason of the Beneficiary's willful misconduct or gross negligence 0 7 Ri-lx3Ruiyl, AND FILING The Grantor shall cause this Deed of Trust and all amendments, supplements, and substitutions to be recorded, filed, re -recorded and refried in such manner and in -49- '�,orih Bct:w i Ce zic . Rci3iar.. 1i'H,h n,la:i ALi;ON J.oaa No 88742 Seo,He-3165195 2 0327988-00236 such places as the Beneficiary may reasonably request The Grantor will pay all recording filing, re-recording and refihog taxes, flees and other charges 269 No V+ A;%'FR No deliberate or unintentiona I failure by the Beneficiary to require strict performance by the (irantor of any Obligation shall be deemed a waiver, and the Beneficiary shall have the right at any time to require strict performance by the Grantor of any Obligation 269 COVENANTS RUNNING, WITH THE LAND All {obligations ate Intended by the parties to be and shall be construed as covenants running with the Land 2610 SF.VFRABILITY The Loan Documents are intended to be performed in accordance with, and only to the extent permitted bv- all applicable Legal Requirements Any provision of the Loan Documents that is prohibited or unenforceable in any jurisdiction shall nevertheless be construed and given effect to the extent possible The invalidity or unenforceability of any provision in a particular jurisdiction shall neither invalidate nor render unenforceable any other provision of the Loan Documents in that jurisdiction, and shall not affect the validity or enforceability of that provision in any otherjurrsdicuori If a provision is held to be invalid or unenforceable as to a particular person or tinder a particular circumstance; it shall nevertheless be presumed valid and enforceable as to others, or under other circumstances 2611 UsuRY The parties intend that no provision of the Note or the Loan Documents be Interpreted, construed, applied, or enforced so as to permit or require the payment or collection of interest in excess of the Maximum Permitted Rate In this regard, the Grantor and the Beneficiary each stipulate and agree that it is their common and overriding intent to contract in strict compliance with applicable usury laws Accordingly, none of the terms of this Teed of Trust, the Note or any of the other Loan Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rat, in excess of the MaXlmtrill Permitted Rate, and the Grantor shall never be liable for interest in excess of the Maximum Permitted hate Therefore, (a) in the event that the Indebtedness and Obligations are prepaid or the maturity of the Indebtedness and Obligations is accelerated by reason of an election by the Beneficiary, unearned interest shall be canceled and, if theretofore paid, shall either be refunded to the Grantor or credited on the Indebtedness, as the Senefictary may elect, (b) the aggregate of all interest and other charges constituting interest under applicable laws and contracted for, chargeable or receivable under the Note and the other -5D- Nurth Beason Center, Renton, Washington AEGOh' Lofln Ne S8742 Seen I le-31 b 5195 2 Oo279a8-00236 Loan Documents or olliertivise in connection with the transaction contemplated thereby shall never exceed the maminum amount of interest; nor produce a rate in excess of the Maximum Permitted Rate, and (c) if any excess interest is providcd for or received, it shall be deemed a mistake, and die same shall, at the option of the leneficiary, either be refunded to the Grantor or credited on the unpaid principal amount (if any), and the Indebtedness shall be automatically reformed so as to permit only the collection of the interest at the Maximum Permitted Rate Furthermore, if any provision of the Note or any of the other Loan Documents is interpreted, construed, applied, or enforced, in such a manner as to provide for interest in excess of the Maximum Permitted bate, then the parties Intend that such provision automatically shall be deemed reformed retroactively so as to require payment only of interest at the Maximum Permitted Rate If, for any reason whatsoever, interest paid or received during the full term of the applicable Indebtedness produces a rate which exceeds the Maximum Permitted Rate, then the amount of such excess shall be deemed credited retroactively in reduction of the then outstanding principal amount of the Indebtedness, together with interest at such Maximum Permitted Rate The Beneficiary shall credit against the principal of such Indebtedness (or, if such Indebtedness shall have been paid in full, shall refund to the payor of such interest) such portion of said interest as shall be neces;aiy to cause the interest paid to produce a rate equal to the Maximum Pet mated hate All sums paid or agreed to be paid to the Beneficiary for the use, Forbearance or detention of money shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread in equal parts throughout the full tcntn of the applicable Indebtedness, so that the interest rate is uniform throughout the full term of such Indebtedness In connection with all calculations to determine the Maximum Pernuitcd Rate, the parties intend that all charges be excluded to the extent they are properly excludable under applicable usury laws, as they from time to time are determined to apply to this tiansaction The provisions of this Section shall control all agreements, whether now or hereafter existing and whether written or oral, between the Grantor and the Beneficiary 26 12 EXTIRL ACRE MEN'r The Loan Documents contain the entire agreements between the parties relating to the financing of the Real Property, and all prior agreements which are not contained in the Loan Documents, other than the Unsecured Environmental Indemnity Agreement, are terminated The Loan Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties There are no unwritten oral agreements between the parties. The Loan Documents may be amended, revised, waived, discharged, released or terminated only by a written instrument or instruments executed by the party against whom enforcement of the amendment, revision, waiver, dischargc, release or termination is asserted Any -51 _ Nouh Beinon Cvmter, Ruitori, Washington ALGON E_oan No 8,1,742 SeotMe-316�M 2 0027988-00236 allcgcd amendnietzt, reviSiOn, waiver, discharge, release or termination that is not so documented shall be null and void 2613 Ncmus 1n order for any demand, consent, approval or other communication to be effective under the terms of this Deed of Trust, "Notice" must be provided under the terms of this Subsection All Notices must be in writing Notices may be (a) delivered by hand, (b) transmitted by facsimile (with a duplicate copy sLnt by first class marl, postage prepaid), (c) sent by certified or registered marl, postage prepaid, return receipt rccluested, or (d) sent by reputable overnight couner service, delivery charges prepaid Notices shall be addressed as set forth below If to the Beneficial} Transamerica Life Insurance Company c/o AFGON USA Realty Advisors, inc 4333 Edgewood Road, N E Cedar Rapids, Iowa 52499-5443 Attn Mortgage Loan Department Reference Loan "'88742 Fax Number (319) 369-2277 If to the Grantor Petro Benson LLC c/o Osborne Construction 10602 NE 38`r Place, # 100 (quad One South Building Kirkland, Washington 98033 Attn George R Osborne, Jr Fax Numbei (425) 828-4314 If to the Trustze Chicago Title Insurance Company 701 Fifth Avenue, r1800 Seattle, Washmgton 98104 Fax Number (206) 628-5657 Notices dcliveied by hand or by overnight courier sliall be deemed given when actually received or when refused by their intended recipient Notices sent by tacsrnitie will be decnied delivered when a legible copy has been received (provided receipt has been verified by telephone confirmation or one of the other permitted means of giving Notices under this Subsectton) Mailed Notices shall be -52- Nc' rth Benson Center, Renton, Washington AEGON Loan Nu 88742 5eallle-5165195 2 C1027986-00236 die;ned given on the date of the first attempted dehvmD (whether or not actually received) 1~1thCr the Beneficiary or the Grantor may change its address For Notice by giving at least fifteen (15) Business Days' prior Notice of such ehanpe to the other party 2614 COL,NTERPARTS This Deed of Trust inay be executed to any number of counterparts, each of which shall be an on-inal, but all of which together shall constitute but one instrument 2615 ClloicFOFLAw `Phis Deed of Trust shall be interpreted, construed, applied, and enforced accorchng to, and will be governed by, the laws of Washington, without regard to any choice of law principle which, but fbr this provision, would require the apphcation of the law of another3urisdlction and regardless of where executed or delivered, where payable or paid, where any cause of action accrues in connection with this transaction, wheie any action or other proceeding involving the Loan is instituted, or whether the laws of Washington otherwise would apply the laws of another jurisdiction 26 16 FORUM SELECTION The Grantor agrees that the sole and exclusive forum for the determination of -any action relating to the validity and enforceability of the Note, this Deed of Trust and the other Loan Documents, and any other instruments securing the Note shall be either in an appropriate court of the State of Washington or the applicable United States District Court 26 17 SOLE BENEFIT This Deed of Trust and the other Loan Documents have been executed for the sole benefit of the Granioi and the Beneficiary and the successors and assigns of the Beneficiary No other party shall have rights thereunder or be entitled to assume that the parties thereto will insist upon strict perlormance of then mutual obligations her2tin&r, any of -which may be %vamved froin irme to time The Grantor shall have no right to assign any of its rights under the Loan Documents to any party whatsoever 2619 RELEASH OF CLAIMS The Grantor hereby RELEASES, DISCHARGES and ACQUITS forever the Beneficiary and the Trustee and their officers, directors, trustees, agents, employees and counsel (in each case, pastt present or future) from any and all Clamrns existing as of the date hereof (or the date of actual cxccution hereof by the Grantor, if later) As used herein, the term "CEaim" shall mean any and all liabilities, clanns, defenses, demands, actions, causes of action; Judgments, -53- vorLh Benson Center, Renton, Washington AEGON Loan No 98742 Seattle-3165195 2 002798$-00236 deficiencies, interest, liens, costs or expenses (including court costs; penalties, attorneys' fees and disbursements, and amounts paid in settlement) of any kind and character whatsoever, including claims for usury, breach of contract, breach of commitment, negligent misrepresentation or failure to act in good faith, in each case whether now known or unknown, suspected or unsuspected, asserted or unasserted or primary or contingent, and whether arising out of written documents, unwritten nindeitakrngs, course of conduct, tort, violations of laws or regulations or otherwise 26 19 No PARTNERSHIP Nothing contained in the Loan Documents is intended to create any partnership, joint venture or assocranon between (lie Grantor and the Beneficiary, or in any way make the Beneficiary a co -principal with the Grantor with reference to the Property 2620 PAYOFF PROCEDURES If the Grantor pays or causes to be paid to the Beneficiary all of the Indebtedness, then the Trustee's interest in the Real Property- shall cease, and upon receipt by the Beneficiary of'such payment, the Beneficiary shall either (a) release this Deed of Trust or (b) assign the Loan Documents and endorse the Note (in either case without recourse or warranty of any kind) to a takeout tender, upon payment (In the latter case) of an administrative fee of $750 26 21 SURVIVAL OF COMMITMENT TERMS The Commitment shall survive the execution of this Deed of Trust and the other Loan Documents Any term of the Commitment that has been inadvertently omitted from the Loan Documents is hereby incorporated in this Deed of Trust by teference If any term of the COMMItinent conflicts with a provision of this Deed of Trust that addresses the same subject, the terms of this Deed of Trust shall prevail Any provision of the Commitment which specifically states that it shall survive the closing of the Loari shall so survive, and is hereby Incorporated in this Deed of Trust by reference 26 22 FUTURF ADVANCES Under this Deed of Trust, "Indebtedness" is defined to include certain amounts advanced by the Beneficiary in the future Such advances include any amounts advanced to pay Impositions, to cure Defaults, or to pay the costs of collection and receivership Accordingly, any such sutras shall be equally secured with, and have the same pi iority as, the Indebtedness, and shall be subject to all of the terms and provisions of this Deed of Trust The Grantor shall pay any taxes that may be due in connection with any such future advance However, this Deed of Trust does not -54- Norih Benson Center, Renion, Washington ALGON Loan No M742 Beattie-3 i 65 t 95 2 0027988-00236 secure any other advance nude by the Beneficiary to the Grantor, unless the contract Or Instrument evldenine the advance expressly so states 2023 IN t f-RPRI T. F1CN fa) HearlrngT and Genercil Apphcation the se�uon, ,tibs�ction, pa€avl,iph and subpai agraph headings of this Deed of Trust are provided for convenience of reference only and shall in no way affect, modify or define, or be used In construing, the text of the sections, subsections, paragraphs or subparagraphs If the text requires, words used in the singular shall be read as including the plural, and pronouns of any gentler shall include all genders (b) Sale Discretion The Beneficiary may take any action or decide any matter under the terms of this Deed of Trust or of any other Loan Document (including any consent, approval, acceptance, option, election or authorization) in its sole and absolute discretion, for any ieason or for no reason. unless the reiated Loan Document contains specific languagc to the contrary Any approval or consent that the Beneficiary might withhold may be conditioned in any Nvay (c) Result of Negottatrons This Deed of Trust results from negotiations between the Grantor and the Beneficiary and frown their mutual efforts Therefore_ it sliali be so construed, and not as though it had been prepared soiely by the Beneficiary (d) Reference to Particulars The Scope of a general statement made in this Deed of "Trust or in any other Loan Document shall not be construed as having been reduced through the inclusion of rcfcrences to particular items that would be Included within the statement's scope Therefore, unless the refevant provision of a Loan Document contains specific language to the contrary, the term "include" shall mean "include, but shall riot be limited to" and the term "including" shall mean "including, without limitation " 2624 JOINT AND SCVERAI, LIABILITY If there is more than one individual or entity executing this Deed of Trust as the Grantor, liability of such individuals and entities under this Deed of Trust shall be joint and several 2625 TIME OF ESSENCE Time is of -the essence of each and every covenant, condition and provision of this Deed of Trust to be performed by the Grantor -.55- Norlh Benson Center, Rcnton, Washnigion AEGOI, Loan No 88742 Secttle-3155195 Z D02/988-002U 26 26 I1,RY WAIVER THE GRANTOR AND BY ITS ACCEPTANCE IIEREOF, THE BENEFICIARY, HEREBY NVAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY BIGHTS (I) UNDER THIS DEED OFF TRUST OR ANY OTHER LOAN DOC UNIENT OR (11) ARISiNG FROM ANY LENDING RELATIONSHIP EXISTING IN CONNECTION 'WITH THIS DEED OF TRUST OR ANY OTHER LOAN DOCUMENT, AND THE GRANTOR AND BY ITS ACCEPTANCE HEREOF, THE BENEFICIARY, AGREE THAT ANY SUCH ACTION OR PROCEEDING: SHALL BE TRIED BEFORE A JUDGE AND NOT BEFORE A JURY. 26 27 RFNEWAL, EXTENSION, MODIFICATION AND WAIVER The Beneficiary, at its option, may at any time renew or extend this Deed of Trust, the Note or any other Loan Document The Beneficiary may enter into a modification of any Loan Document or of the Unsecured Environmental lndeninity Agreement without the consent of any person not a party to the document being modified The Beneficiary may waive any covenant or condition of any Loan Document or of the Unsecured Environmental Indemnity Agreement, in whole or in part, at the request of any person then having an interest in the Property or in any way liable fo� any part of the Indebtedness The Beneficiary inay take, release, or resort to any security for the Note and the Obligations and may release any party primarily or secondarily liable on any Loan Document or on the Unsecured Environmental Indemnity Agreement, all without affecting any liability not expressly released in writing by the Beneficiary 26 28 CUMULATIVE RFmEDIES L; k4iy right anti remedy provided in this Deed of Trust shall be cumulative of every other right or remedy of the Beneficiary, whether conferred by law or by grant or contract, and may be enforced concurrently with any such right or remedy The acceptance of the performance of any obligation to cure any Default shall not be construed as a waiver of any rights with respect to any other past, present or future Default No waiver in a particular instance of the requirement that any Obligation be performed shall be construed as a waives with respect to any other Obligation or InStanCe 21629 NO OBLK FION To MARS) JAL ASSLTS No holder of any deed of trust, security interest or other encumbrance affectmg all or any portion of the Real Property, which encumbrance is inferior to the ]ten and security title of this Deed of Trust, shall have any right to require the Beneficiary to marshal assets -56- North Benson Center, Renton, Washington AEGON Loan No �8742 Sea ttle-3165195 2 CO27988-00236 26 31) TR,atasFEx Or OWNERSHIF -J he Beneficiary may- without notice to the Grantor, deal with any person m whoin ownership of any part of the heal Property has vested, without in any way vitiating or discharging the Grantor from liability for any of the Obligations _� � l �L�Ltic.t,�it�'s;uc.;tlrc�t t1RJ-f t'.crt,s�t, As a principal inducement to and additional consideration for Beneficiary to make the Loan, Grantor grants to Beneficiary the first and exclusive right of first refusal to provide the Additional Financing on ternis which are substantially equivalent to those offered by a lender meeting the requirements of Section 14 3 above The terms of the Additional Financing provided by Beneficiary shall be "substantially equivalent" to those of the financing proposed by the other lender (such other lender's terms being hcreina9-ter referred to as "Alternative Financing") if they include the same principal amount, interest rate, repayment schedule, prepayment rights and premiums, loan fee and extent of'personal recourse, and if the other terms and conditions do not impose liabilities or requirements that are materially different than those contained in the Loan Documents Withiri fifteen (15) days after Beneficiary receives Grantor's written notice of its intent to secure Alter native Financing and a true and complete copy of all information reasonably required for Beneficiary to accept or decline to provide the same, including the proposed loan amount, interest rate, term, payment schedule, rights of prepayment and loan fees and any other information reasonably iequired for the Beneficiary to evaluate the proposed financing, Beneficiary shall notify Grantor in writing as to wlicther it elects to provide the Additional Financing on substantially the same terins as those proposed The notice shall state that 13eneficiaiy has the first itght to make the Additional Financing and specify that Beneficiary must respond thereto within fifteen (15) days after the same is given or waive its rights under this Section The failure of Beneficiary to accept or reject such offer within said fifteen (15) day period shall constitute a rejection Beneficiary shall have the right to make a proposat which differs from the proposed terms of the Alternative Financing, but if it does so, the same shall be deemed an election not to provide the Additional Financing unless such addibonal or revised terms are accepted by Grantor in writing within fifteen (15) days after it is given such proposal Any Additional Financing provided by Beneficiary shall be evidenced and secured by documents that are in the form of the Loan Documents in all material respects, but such documents shall not provide for any further rights of Grantor to obtain or for Beneficiary to provide financing if Beneficiary rejects, or is deemed to have rejected, the opportunity to provide the Additional Financing, and if the Alternative Financing is not closed within ninety (90) days thereafter, or rf any of the terms or conditions of the Alternative Financing are modified, Beneficiary's right to piovide Additional Financing under -57- North Benson Center, Rentun, 'Washington AFGON Loan No 38742 Seal I;e-3165 t 95 2 W271988-60236 the terms of this Section shall be reinstated if the terms of the Alternative Financing are not modified and it is closed within said ninety (90) day period, or such longer period to which Beneficiary may agree to Writing, Beneficiary's right to provide the Additional Financinb shall terminate if the Loan is discharged in its entirety prior to Grantor making any request for additional Financing, Beneficiary's right to provide the Additional Financing shall terminate The provisions of this Section shall band the successors and assigns of Grantor and shall benelit and be enforceable by Beneficiary and its assigns and all subsequent holders of -the Note ORAL AGREEMENTS OR ORAL COMMITNIF.NTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER tiVASHINGTON LAW IN WITNFSS WHEREOF, the Grantor has caused this Deed of Trust to be duly executed as of the date first above written "BORROWER" PETRO BENSON LLC, a Washington limited liability company By rge R Osborne, Manager -58- North Benson Center, Renton, Washin8ton AEGON Loan No 88742 Seattle-3165195 2 0027988-00236 STATE OF 1NASI-IiNG,rON } asp COUNTY OF KING ) On [Ills A— day of January, 2003, before me personally appeared GEORCGE R OSf3OR Nh, JR , to me known to be the klanager of Petro Benson LLC, the Washington limited habil:ty company that executed the within and foregoing instrument. and acknowledged said instrument to be the free and voluntary act and deed of'satd company, for the uses and purposes therein mentioned, and on oath stated that lie was authorized to execute said instrument on behalf of said company IN WITNESS WHEREOF, t have hereunto set my hand and affixed my official seal the day and year first above written 5�Sgnait t are / ' " MARSHA L. STALEY Dame STATE (Prnntj _� �f WAS�iINGT�N NOTARY PUBLIC inand f the Sta[ , p p Y__.,_PUBLIC ofl�ashington,%stdmgatf ly COMMISSION tXAIRES � ��-05 My appointment expires �� ?�bo S -59- North Benson Center, Renton, Washington AEGON Loan No "742 Seattle 3.05145 2 002798&00236 EXHIBIT A PARCEL A THAT PORTION OF THE EAST HALF OF THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF SECTION 32, TOWNSHIP 23 NORTI I, RANGE 5 EAST, W M , IN KING COUNTY, WASHINGTON, WHICH 1S DESCRIBED AS FOLLOWS COMMENCING AT THE NORTHEAST CORNER OF TI IE NORTHWEST QUARTER OF SAID SECTION,-1-HENCE SOUTH 1°26`23" WESF, 341 34 FEET ALONG TIIE EAST LINE OF SAID QUARTER, THENCE NORTH 88°33'37" WEST 50 00 FFFT TO THE WESTERLY RIGHT-OF-WAY MARGIN OF ]08TH AVENUE SOUTHEAST (ALSO KNO'wN AS BEN -SON HIGHWAY SR 515) TO THE TRUE POINT OF BEGINNING, THENCE NORTH 88°37'34" �N' LST, 140 90 ],"LET, THENCE NORTH 1'22126" EAST 295 98 FEET TO THE, SOUTHERLY RI(;HT-OF-WAY MARGIN OF CARR ROAD, THENCE ALONG THE SOUTHERLY RIGHT- OF-WAY MARGIN OF CARR ROAD FOR THE: NEXT THREE COURSES, A HORIZONTAL CURVE TO THE RIG]IT THAT IS CONCAVE TO THE SOUTHEAST WHOSE RADIAL BEARS SOUTH 3°2859" EAST AND RADIUS IS 1879 86 FELT, AN ARC DISTANCE OF 10 54 FEET, THENCE NORTH 86"50' f 8" EAST, 58 74 FEET, THENCE SOUTH 74440'21" EAST, 74 36 FEET TO THE INTERSECTION WITH THE WESTERLY RIGHT-OF-WAY MARGIN Of- I08Ttt AVENUE SOUTHEAST, THENCE ALONG THE WESTERLY RIGHT-OF- WAY MARGIN OF 108"' AVENUE SOUTHEAST SOUTH 1°26'23" WEST, 283 56 FEET TO THE TRUE POINT OF BEGINNING, EXCEPT THAT PORTION THEREOF CONVF,YLD -I O KING COUNTY BY DEED RECORDED UNDER RECORDING NUMBER 9211020817, (ALSO KNOWN AS A PORTION OF LOT A, KING COUNTY LOT LINE ADJUSTMENT NUMBER 87I2006, RECORDED UNDER RECORDING NUIVI13ER 8906140041), TOGETHER WITH EASEMENT RIGHTS REGARDING COMMON PARTY WALL, AS GRANTED BY INSTRUMENT RECORDED UNDER RECORDING NUMBER 9006121125 PARCEL B THAT PORTION OF THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF SECTION 32,TOWNSHIP 23 NORTH, RANGE 5 EAST, W M , IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS BEGINNING AT THE INTERSECTION OF THE WEST MARGIN OF lOe" AVENUE SOUTHEAST AND THE SOUTHERLY MARGIN OF CARR ROAD AS ESTABLISHED UNDER KING COUNTY RECORDING NUMBER 7209190277, THENCE SOUTH 01°26'23" WEST ALONG SAID WEST MARGIN 795 85 FEET TO THE NORTH LINE OF LOT 2, KING -60- Nortii aeuson Center, Renton, Washington AEGON loan j\u 9042 Seal6le-3165195 2 0027988-00236 COUNTY SHORT PLAT NO 284044 AS RECORDED UNDER RL-C'ORDING NUM13FR 8409I80739. THENCE SOUTH 88'09'0Z' WEST ALONG THE NOR`] H LINE OF SAID LOT 2. A DISTANCI OF 185 30 FEET TO THE NORTHWEST CORNER OF SAID LOT, THE NCE SOUTH 01°26'23" WEST ALONG THL WEST LINE OF SAID LOT, A DIS I ANCE OF 120 _)u F'EE T" TO "I HI SOUTHWEST CORNER THEREOF THENCE NORTH 88009,42" F,AS"I ALONG T1 fE SOU'l I I LINE OF SAID LOT. A DISTANCE OF 185 30 FEET TO THE WEST MARGIN OF 108"' AVENUE SOUTHEAST, THENCE SOUTH 01°26'23" WEST ALONG SAID WEST MARGIN 144 24 FEET `1'O THE NORTH LINE OF THE SOUTH 264 FEET OF THE NORTHEAST QUARTER OF TI FE NORTHWEST QUARTER OF SAID SECTION 32, THENCE NORTH 88"09'42" EAST 10 02 FEET TO THE WEST MARGIN OF 108" AVENUE SOUTHEAST. THENCE SOUTH 01°26'23" WEST ALONG SAID WEST INIARGIN 234 38 FEET TO THE NORTH MARGIN OF SOUTHEAST 180"' STREET, THENCE SOUTH 88u09'42" WEST ALONG SAID NORTH MARGIN 706 42 FEET TO THE POINT OF CURVATURE OF A CURVE TO THE RIGHT OF RADIUS 45 00 FEET, TI IENCE NORTHWESTERLY ALONG SAID CURVE AND SAID CURVE AND SAID MARGIN 73 21 FEET TO THE. POINT OF TANGENCY ON THE FAST MARGIN OF 105 " PLACE SOUTHEAST, THENCE NORTH 01°22'26" EAST ALONG SAID ) AST MARGIN 992 56 FEET TO THE: SOUTH LINE OF THE, NORTH 290 FEET OF SAID NORTHWEST QUARTER, THENCE NORTH 86050' 18" EAST ALONG SAID SOUTH LINE 120 38 FEET TO THE EAST LINE OF TI I E WEST 150 FEED OF THE EAST HALF OF THE EAST HALF OF THE WEST HALF OF THE NORTI IEAST QUARTER OF THE, NORTHWEST QUARTER OF SAID SF Cl ION 32, THENCE NORTHH 01422'26" EAST ALONG SAID EAST LINE I71 45 FEET TO A POINT ON THE SOUTH RIGHT-OF-WAY LINE OF CARR ROAD, SAID POINT BEING DID A CURVE TO THE RIGHT FROM WHENCE THE CENTER BEARS SOUTH 18049'38" EAST 1859 86 FEET_ THENCE EASTERLY ALONG SAID RIGHT-OF-WAY MARGIN AND SAID CURVE (THROUGH A CENTRAL ANGLE 10-59'31") 356 81 FEET, THENCE NORTIi 01°24'49" FAST ALONG SAID RIGHT-OF-WAY MARGIN 2026 FEET TO A POINT ON A CURVE TO THE RIGHT FROM WHENCE THE CENTER BEARS SOUTH 071,44' I0" EAST 1879 86 FEET, THENCE EASTERLY ALONG SAID CURVE AND SAID RIGH-I-OF-WAY MARGIN 150 09 FEET TO THE POINT OF TANGENCY, THENCE NORTH 86.50' 18" EAST ALONG SAID RIGHT-OF-WAY MARGIN 58 74 FEET, THENCE: SOUTH 74°40'21' EAST 74 36 FEET TO THE POINT OF BEGINNING, EXCEPT THAT PORTION THEREOF DESCRIBED AS FOLLOWS COMMENCING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER OF SAID SF.CTION,THENICE SOUTH 1Q26'23" WEST 341 34 FEET ALONG THE EAST LINE OF SAID QUARTER, THENCE NORTH 88°3337" WEST 50 00 FEET TO THE. WESTERLY RIGHT-OF-WAY MARGIN OF t08T" AVENUE SOUTHEAST (ALSO KNOWN AS BENSON HIGHWAY SR 515) TO THE TRUE POINT OF BEGINNING, THENCE NORTH 88°37'34" WEST 140 90 FEET, THENCE NORTH 1 °22'26" EAST 295 98 FEET TO THE SOUTHERLY RIGHT-OF-WAY MARGIN OF CARR ROAD, THENCE ALONG THE SOUTHERLY RIGHT- OF-WAY MARGIN OF CARR ROAD FOR THE NEXT THREE COURSES, A HORIZONTAL CURVE TO THE. RIGHT THAT IS CONCAVE TO THE SOUTHEAST WHOSE RADIAL -61- Nortli Benson Center, Renton, Waslungton AEGON Loan No 8S742 SoaWc-316t:95 2'3027988-0-3236 BEARS SOUTH Y2S'59" EAST AND RADIUS 1,879 S6 .FEET, AN ARC DISTANCE OF 10 54 FEET. THENCE NORTH 86°50' 18" EAST, 54 74 FEET, THENCE SOUTH 74-40'21" EAST 74 36 FEET TO TIME 1NTF..RSECTION WITH THE WESTERLY RIGHT-OF-WAY MARGIN OF 108"' AVENUE, SOUTHEAST, T14ENCE ALONG THE WESTERLY RIGHT-OF-WAY MARGIN OF 1087H AVENUE SOUTHEAST SOUTH 1 °26'23" WEST 283 56 FEET TO THE TRUE POINT OF BEGINNING, (ALSO KNOWN AS LOTS R AND C, KING COUNTY LOT LINT: ADJUSTMENT NUMBERS 8712006, RECORDED UNDER RECORDING NUMBER 8906140041) TOGETHER WITH F.ASEIVILNT RIGHTS REGARDING COMMON PARTY WALL, AS GRANTED 13Y INSTRUMENT RECORDED UNDER RECORDING NUMBER 9006121125 -62- North Benson Center, Renton, Washington AEGON Loan No K742 Sc ocWle-2165' 95 2 0027988-00236 01044 41.00 DOCUMENT TITLE LEGAL DESCRIPTION. Lots A, B and C of King County Lot Line Adjustment recorded tinder Recording Number $906140041, being a portion of the Northeast quarter of the Northwest quarter of Section 32-23-5 Cc rnnlete:le agaAgcnn tjon contained in Exhibit A ahached here ASSESSOR'S PROPERTY TAX PARCEL 32305-9063-051 322305-9065-03, ACCOUNT NUMBER. 322305-9016-03 EILEC' BY CHICAGO TITLE MSU;'?ANCE CO. Se2ttle-3165235 2 0027988-00236 Absol.ute Assignment of Leases and Rents TNs Absolute Assignmeiit of Leases and' Rents (tb,is "Assignment") is made as of January ZZ , 2003, by P.ETRO BENSON L LC, a Washington litiiited liability company (the `Borrower"), whose address fs c/o Osborne Construction, 10�60.YNF. 3$h Place, #100, Quad One South Building, Kirkland, WA :98033, attp` Georgc`It' Clsborne.,Jr fin favor ofTRA,'VSAMERICA LIFE INSURANCE COMPANY, tan Iowa corporation (t e "'Lender"), whose address is c/o AEGON USA Realty Advisors, Inc ,A333. Edgewood; R?� ad,14 E , Cedar Rapids, Linn County, Iowa 52499- 5443 The definitions of capitalized terms .Osed- in this Assignment and not defined above or in the recitals of Section 1 may be fpt nd in'Sectibn 7beksw _- 1. RECITALS A The Lender has advanced funds (the "Loan') to the Borrower, evidenced by the Secured Promissory Note of the Borrower; `dated as of even date herewith at.;d payable to the order of the Lender,`rn the principal amount of TwrnEy_-thre`Millian Two Hundred Fifty Thousand Dollars(523,256,006 (together with any em extensions, renewals, amendments, or odifieatitiiis, the "Note"), socured in part byr that. certain Teed of Trust, Security Agreement arui Fixture Filing, dated'of een date herewith and filed for record in the official Tecords of King'Courity, .Washington (together with any extensions, supplements;°-mc�.dificatioris, ameridmeiits; and consolidations thereof, collectively referred. to h.Grein. as the "Deed of Trust"); and encumbering that certain land situated in King County, �Vashingtoit; .described on Exhibit A attached hereto and incorporated herein (the "band"yand."the bnprovements (as defined below) located on the Land The Land and the Improvements, collectively, are the "Real Property " B The Lendcr has required the Borrower, as a condition to the Lender making the Loan;:.to male the a$signtriepp and grant the rights set forth in this Assignment C The Lender des.ires to -grant the:Borrowt.r a conditional license to collect and use the income derived from the AealYroperty audio take certain leasing actions in the ordinary course of business 2. DEFJNI'I'IDNS "Borrower Affiliate" means an entity that is controlled byF or is: under cotnmon'control with, the Borrower North Benson Center, Renton, Washington "Btisincss Day" means any day when state and federal banks are open for business in Cedar Rapids, Iowa "Default" shall have the definition set forth in the Deed of Trust 'T xtures" shall have the def�nitiori set forth in the Deed of Trust. "Im row vern6ts": shall have the•defmttion,§et forth in the Deed of Trust `Ke ry Lease" Theans the Lease Gr:uases, tAdtiWup Co , dated May 28, 1987, and any present.or future 1-6w to a:tengnt that e{thef.0). demises more than 27,000 square feet of the net leasable area of the`Fmprbvements; ar (ii) whose rental payments under all Leases comprise trio -re than twenty percent (206/4) of .the gross rental income of the Real Property, and any future Lease that demises space formerly dermsed raider. Key Lease "Leases" means all of the Borrower's right, tale and interest, now or in the future, under leases or other agreements; written. or oral, conferring any ter;ancy or right to occupy, possess or use any portion of the Real Property {together itb al1'extensions, renewals and modifications of Leases), all guarant>.es of or letters of credit secunpg'the.;enants' performance of obligations under Leases, the Rorrower's interest in" any ftuther leases, ; subleases; Ie.ttmgs or agreements (including subleases avid tenancte5-.Wlbwm� attoti meat) upon or covering use or occupancy of all or ahytpa3 t of the -heal P`toperty; anrf all,athef' a: cerr eats conferring any right to collect Rents, mcl ling the Borrgwer's rights to -ante., modify, terminate, or accept the surrender of the Leases;:to rcmo-4c and evict the tenants under any Lease, or to increase or reduce Rents ".Leasink Act ion s"means all executions, modifications, terrnmatioms .arid extensions of ;eases, all.krarits of purchase options or rights of first refusal, and all other actions taken by the Borrower ip exercising its rights as landlord under the Leases. "Loan D urneiits",irteans alldirwnts entered into in connection with the making and acceptance of the, ;:oan, with the exception of the Environmental Indemnity Agreement entered into as of eveii:date herewith iit sappert of the Loan "Ma]or Tenani Bmnkruptcy Event" means the bantmiptcy, threatened bankruptcy, or insolvency (as reasonably detetimned by the Lender): of a tenant whose Lease demises more than 50% of the net leasable: area of.lhe )tiiprovetnents, or whose Lease generates more than 50% of the gros's.rental incomQ of the Real Propetty-.... "Material_Key Lease LOU means any letter of credit of A�hteh the -Borrower is the beneficiary supporting the obligations offhc related tenant under a Key Lease, if the amount of the letter of credit exceeds $250io00 North Benson Center, Renton, Washington AV.(' ON Tnan hin RR 7 "New Owner" means (a) the purchaser at a foreclosure or trustee's sale of the Real Property, whether the purchaser is the fender or a third party, or (b) the grantee of a deed given in hcu of foreclosure "Notice" �m=s,a-itotice delivered in accordance with Section 20 " Obligations" means all of t6c obligations required to be performed under the terms and conditions ofanyof the Loan Docurnents.by the Borrower or by any other person, except for obligations that are Cxpressly, stated to 6; unsecured under the terms of another Loan Document "Rents" means all rents, income,-Teceipts, royalties, issues and profits and other benefits paid or payable for using= leasing, Iicensing, possessing, operating from or in, residing in, selling, mining, extracting minerals. from, orotherwise enjoying the Real Property, whether presently existing or al sing iri the future, to; whieh the 13orrower.rn'ay now or hereafter become entitled or may demand or claim, rncliiding security deposits, amounts drawn under letters of credit seeuriag tenant obligations,•ii nimurn rents,`addinona': rents, parking revenues, deficiency rents, Cci-nimation payments, space contraction payments, damages following default under a Lease, premiums payable by tenants upon ,tltair exercise of cancellation pnvileges, proceeds from lease guaratrtees, proceeds payable ukler any policy of insura.ice covering loss of rents resultmg.from untenantabAity caused by destruction c+r damage to the -.Real Property, al] rights and claims.Of arty kj-pd w.hioh.tht; Borrower: has or may in:the future have against the tenants under the Leases; lease guarantors,. or any siibtenants and:other occupants of the Real Property, all proceeds ©f any sale of.the Real Property in violation of the Loan Documents, any future award granted the.Borrower in auycourtproccedmg involving any tenant in any bankruptcy, msol�ency, om reorganisation proceedings ni anystate or federal court, and any and all payments made byanyjerrant in lfeu of 'rent "Revocation Eveni" means a Default or a Major Tenant Bankruptcy Event 3. ASSIGNMENT For value received,.and as an'rnducement;to the Lender to advance the proceeds of the Loan to or for the benefit ofthe Borrower, the Borrower does hereby grant, bargain, sell, transfer, set over, deliver, and absoluteYy, uriconditiorrally.and irrevocably assign unto the Lender the Leases and the Rents, to have acid ta'hold the same unto the Lender acid unto its successors and assigns, forever-'' This Assignment is made in support::of the than and rn support of the payment, observance, performance and discharge ofall obligations; conditions, covenants, and warranties contained in the Deed of Trust and the other. Loan'Doeurnents .- This Assignment is and shall be primary and on parity -wi ith.the hen on the real estate conveyed by the Deed. of Trust -4- North Benson Ccnter, Renton, Washington AEGpN Loan No 88742 Seaitle-3165.215 2 0027988-00236 'The Lender and the Borrower intend for this Assignment to be a present and absolute a si merit of the Leases and the Rents However if future le station shall rovide or a court of competent jurisdiction shall decree, that an assignment of leases and rents made in .support of a commercial mortgage loan such as the Loan may not be absolute, then this Assignment.shall be deemed amended retroactively to the minimum extent necessary to achieve compliance lvith ap}jImble legal requirements 4. LICEi�SE`TO,COLLECT A.NP USE THE RENTS The Lendeigrants xo the Borrower'a conditional°license, subject to the Lender's rights under Section 10 and Secti ii l below7l to collect the Rents, other than those Rents paid more thaa:one..nionth madvance' The 13orrnwer may use the Rents so collected for any Iawful purpose which is consis€ent with the $orrower's ongoing performance of its obligations under the I..oan Documents; provided, (a), no Default then exists and (b) the Borrower does not intend to cause; and ha. s�iiq reason to. expect the'occurrence of, any Default in respect of the Obhgapons: due,fo be performed in the: fof.lowing calendar month Any Refits excluded from the scope of this-hcense shall be twist funds for the benefit of the Lender The Lender may require tbat such Rents be deposited it a reserve fund to serve as additional secunty for the Loan, or lie uso'd to: -benefit the;Rea1-Property, under such terms and.conetitions as the bender may deterxnirie in the exercise of its sole and absolute discretion : - 5. LICENSE TO TAKE CERTAIN LEASING ACTIONS 5 1. GRANT OF LICENSE The:Lend6f gram to the Borrower a conditional license, subject ton the Lender's rights under this Assignment, to take all Leasing Actions with respect.:to the Leases, provided such Leasing Actions are not excluded from the scope of the :'$orrower's hccnse under.Subsection 5 2 and are taken m strict compliance with tho regtiiremen% of this Section The Lender further grants to the Borrower a bcense; before.,6 occurrence of a Revocation Event and subject to the Lender's nghts under SeaCions.; TO and Ll below, to exercise the rights of the landlord under anyLc�.ase„short of the lanillQfd's ngli to terminate any They Lease, with respect to the failure of the tenant timely to pay Rent 52 EXCLUDED LEASING ACTIONS (a) Excluded Leastng4elaaiis in Respect;afLeases other than Key Leases The license granted by the Lender cinder_ this Section does not extend to the acceptance of any.spne contraction pay3tent, any temnation payment, or any Rent delivered more than one month in advance of the related period (other than a security deposit), to the grant of any option to _5. North Benson Center, Renton, Washington AEGON Loan No 88742 Scatile-3165215 2 0027988-00236 purchase any part of the Real Property or of first refusal, or to any Leasing Action that results in a Lease - to a Borrower Affiliate, (n) at less than reasonable market rent during its original term or any extensiov pertod, (ui-) granti�ig°ihe tenanf aivtiership nghts inany Fixtures, (iv) providing for tthc:paytt ent of rent more than one month to advan+ c; or.'., ' {v)' .. that entails a9rerations:to the structural eleTiients of any Irriprovemeot or :would materially invu`(vejhe principal mechanical, eleetrrcal, of other building systems of any Improvement.: ...(b) Excluded Leasing Actions in Respect of Key Leases The license granted by the Tenderphder this Sectidn dm not extend tt_i any matenal Leasing Action in.ltspect of a Key Lease- The following Leasing Actions shall be conclusively deemed to he.' 3mateilal' -for purposes of this subparagraph (1) entering into any new Key Lease or teiimnoting'any Key Lease, (n) amending or wa:vmg any economic term of a Key Lease (:including, without limitation, any term relating to landlord inaitcral.pbhgations, scheduled rent, expense reimbursements, 'sceunty deposits, letters of credit, parties liable for rent ar other payments, termination nghts or payments, expansion or extension optrs ns, P-rchase options, nghts of first refusal, guarantors, md,0nn tors or.the lease term), or (tit) exercising any right to draw under any Material Key Lease LOC, (iv) amending ar waiving'anyterm ofaXey'Lease that provides rights or protections to aiiy holder -of a.deed of 4-ivstQn the Real Property 53 STANDARD PROVISIONS IN F iJTUR£ LokspES All new Leases entered into by the Borrowerpursiiant.to the license, granted in this Section shall contain provisions that -6- North Benson Center, Renton, Washington AEGON Loan No 88742 Sezitic-3165215 2 0027988-00236 (a) obligate the tenant, in the event of foreclosure, to attorn to the New Owner as successor landlord under the related Lease, (b) grant the Lender the right to subordinate the Iien of the Deed of Trust to the Lease by filing a nonce of subordination with the County Recorder of King;County'at i iy. time before the Lender conducts a foreclosure sale " pursuant too- the Deed of Trust, (c)' obligaie.the teriiat under a.Lse to which the lien of the Deed of Trust has be" so subordinated to'attoTh to a New Owner; the New. Owner'fiom:tesponsibihty for accrued liabilities of the landlord under'the tei ms`of wtease; (e) relieve the New Owner froin.the obligation to cure ,existing defaults, other than defaults of -a conhnuing nat4re pf which the'Lender received Notice, and in respect:,bf w'hich.:teriant a3forded the L'eritler a reasonable cure penod following such Notice; (f). relieve the New Owner from the obhgatrbn to retuim any secitnty deposit not actually received by the Lender''or the coer.Nevr..Owtzer, (g) provide that the New Owner shall not'be.,-bouiid by Rents paid rnore.than one month in advance, or by Leasing Actions taken bj+ landlord, unless such Rents have been paid, or such Leasing Actions. have been taken, in compliance with the terms of this Assignment, (h) - provide that the tenant shall provide the Lender with Natice:.of landlord default add a reasonable opportunity to cure the default before exercising any,tight to terminate the Lease, (i) - provide that ttie 'tenanf-rs obligated to repair any damages incidental to the removal of trade fixtures, office furniture or office equipment owned by : the tenant, and (l) provide that the teriant shall be.authonzed•to pay Rent to the Lender upon notice from.the-Lender that the Borrower's'license to collect the Rents has been revoked_ 6. LENDER'S APPROVAL OF LEASING ACTIONS All Leasing Actions that the Borrower is not expressly licensed to take under Sectio�t S require the Lender's advance wntten approval. The borrower shall request such approval in writing, presenting the terms of the proposed Leasing Action ih surninary.form The -7- request shall be accompanied by (1) a copy of the form of lease, lease amendment, or other written instrument that is to effect the proposed Leasing Action, and (n) any financial materials (such as cTedit reports, tenant financial statements, or retail tenant sales `information) used by the Borrower in arriving at its decision to take the proposed Leasing Action "The-t` uder may within ten (l 0) Business Days of its receipt of the Borrower's request, and in the exercise of its r+ asonable discretion, request any additional docurnentatioii required ka-hermit ifs analysis of the proposed Leasing Action Unless the LerWer declines:a request for its approval -of a Leasing Action by Notice within ten (10) Business Days..bf its:receipt, togethdr with all.documentation required under this Section, the Lender shall be cgmi ed to -have apprb- ed the request BORROWER'S RiPRESENTATIO' NS AND WARRANTIES The Borrower represents and `wariints;as follows.- 7 1 TiiEBoRRoWER'5.F-xcrus1VERltsl#-'Tc)AssjcN The Borrower is the -'owner, in fee simple absolute ofthe:Real Property, has good title to the Leases and Refits. has good nghi'io assign' them. to. Lender No other natural or legal person has any right, title to' or interest thiY­Borrow'Ws interesttin the Leases and Rents 72 --No LANDLORD DEFAULTS The Borrower has duly and punctually performed al of the lazidlord's,W4A' Lions, covenants, conditions and warranties under the terms-pf the Leases r 7 3 No. TENANT DEFAULTS To the Borrower's best knowledge as a duly diligent property owner,no tenant tinder a ease is m matenal default in the performance of its terms, except as disclosed iij the estoppet certtficates delivered to the Lender m connection with the Loan, an aged receivables/delinquency report delivered by the Borrower to the Lender in eorootion:wiib th6 Loan, or an exhibit to the Borrower's Closing Certificate of even date hemv6th-$orri the Borrower to the Lender 7.4 No PREVIOUS ASSIGNMENT IN:PORCE The Borrower liar tot preuiousIy.7sold lassigned, transferred, mortgaged, or pledged the Leases ol? the Rents Oxce.pt under' docuinents that have been discharged and released in frill 75 STATUS of LEASES The Leases delivered to the Lender in connection, Wtth the closing cSf the Loan are valid, unmodified (except pursuant to modtfcatrbns that have.:been delivered to the Lender) and are in fail force and effect North Benson Center, Renton, Washington AEGON Loan No 98742 Seattle-31652 i5 2 0027989.00236 76 STATUS OF FiITIJRF, RENTS No Rent that will accrue under a Tease has been waived, released, discounted, set dff or otherwise discharged or compromised 7 7= NORENTRECFIVEI) IN ADVANCE The I�orroweF haspbt received any funds or deposits from the tenant under any Lease rn:exci ss.of one (1) month'•s Rent, other than security deposits or advance rents in -respect- of periods o f the rental term that have elapsed S. BORROWER'S COVENANTS 8 1 PERFORMANCE OF OBLIGATIONS The Borrowei'shall-observe, perform and discharge, duly acid punctually, the Borrower's obligations, covenants„conditions and warranties under the terns of the Note, the Deed of Trus.( this Assigninent;.the other l'_soan Documents, and the Leases S 2 TENANT PERFORMANCE The Borrower shall use cornmerciallyreasonahle efforts to'causeihe tenants rider :''the Leases to perform their obligations undenthe .eases 8 3 :- LEASING ACTIONS The Borrower shall take no Leasing Action without the L Qcr'a: advancie written apprLoyai, except as expressly permitted under the license granted to the'Borrower under Section 5 of this Assignment :'84,., DQCUWNTATION OF -LEASING ACTIONS REQuipiNo LFNDER'S APPROVAL The Bo x.ow_ er shall, prqmpllf,,upon execution, send the Lender fmal doopmentahori'e�ridericing anf Tea§ing Action requiring Lender's approval 8 5 QUARTERLY DELIVERY OF LEASE DOCUM"TS The Borrower shall deliver to ,the Lender, nodater,#liar thirty (30) days after the end of each calendar quarter,'cozhplete'doodmoi. tatinn-evidencing those Leasing Actions taken by the borrower pursuant to its license during the preceding calendar quarter, including copies of nevi Leases:and. of al�.modi#ications, waivers or extensions. The Borrower. Shall- ercmfy to the Lender that all such Leasing Actions have been taken in compliance with terms of Nx 'Assigntnent -9- North Benson Center, Renton, Washington AEGON Loan No n742 Srartie-3 t 652 25 2 0027999-00236 . S fi ACTIONS AND PROCEEMNGS 'The Borrower shall appear in and defend any action or proceeding anstng under, or connected with the Leases or the obligations, duties or liabilities of the Borrower and the tenants under the Leases FURTHER ASSURANCES Tht-]Borrower shall execute and. pliver to the Lender from time to time such further assigiirr ents and:instruments as the Lender reasonably may request in order to effectuate the intent 4ks Asslgt>,rrient 88 Not'tClis OF LANpLORD;DEFAULT- . If the Borrower receives any wptten notice from any tenant asserting a material default by the 1�ndlord under a'Lease, or advising the Borrower that a condition exists which itiay become a matem�l default wjth the passage of tame, the Borrower shall send a copy or memorandum pf the notice to the -Lender 89 RENT Rous If a Revocation.Event has occurred, the-96trowe.r'sha31, within ten (1.0) days -after receipt of the Lender's written request, furnish to the- Lender a' certificate of`'the; Borrower setting forth the names of all tenants under the 'Leases; the terms of their respective Leases, the space occupied, the rents payable under:the Leases, any s�cunty deposits paid, the dates through which aiiy nid all rents have been paid and any other information reasonably requested by the Lender 8 10 N071CF .TC3 I (ANTS The Borrower agrees upon written request of the Lender following.4 Revocation );merit, to no[fy t,e tenants under the Leases of this Assignment, to direct them in -' 'writing;en to send the Ldt:r,.simultaneously, copies of all notices of default that they seIrve ©n the orrower, and to direct them, at the Lender's request, to pay a)I future Rent direefly to,t l-erder ...The Rents and copies of such notices shall be sent.to the Lender at:such addfess``as is specified by the Lender to tenants from time to ante. 811 FUTURE ASSIGNMENTS The Borrower shall not create orP'errmt any lien, charge; or encumbrance of the Leases or of the Rents, and: hall notpledge, transfer, or otherwise assign the Leases or the Rents unless at the Under's request,,or unless otherwise agreed to by the Lender in writing North Benson Center, Renton, Washington AEGON Loan No n742 Seiettie-31 G5215 2 D027988-00236 8 12 CONSENT To ASSIGNMENT OF TENANTS' INTERESTS The Borrower shall consent to neither an assignment of the tenant's interest in any Key Lease nor to any tenant's subletting all or any portion of the Real Property leased by it under a Key Lease without the Lender's prior written approval 813 GENERAL SERVICE "'NISTRATION LEASES If at"any trine the Borrow,&r shall execute any Lease with the General Services Administratioti'or any'vther..federal.agency, the Borrower shall immediately (i) ca(ise,a' ll of thecondittons=tind prol6sibns of the federal Assignment of Claims Act and the Assignment of Contracts`As t to,: be complied with in full as additional secunty-'for the Obligations, and (u) provide the Lender with the name, address and telephone numbef of the contra ct.Ing officer and of the disbursement officer associated'with such Lease- 9. NOTICE TO FUTURE TE3 ANTS CONCERNING ATTORNMENT By occupying any part of the Real. "Property under a Lease, 6ch. future tenant, at the option of the ;Lender or another New Owner. :'shill be' deemed to have -agreed to `attprn to the New Owner -as successor landlord, subject to th:e Lender's or.lgew:Owiivr's,agrecinent not to.; disturb sulk tenant under its Lease so long`as."tenant'is not ip default'fhereunder The . recording of this Assignment is intended to impart notzce to alj°'futtire-tenant& of the foregoing prov"ision of this Assignment if the new I ease'has been. entered iiito:tn accordance with the terms of the license granted to the "Rrrciwer an this Assigrririenl, the New Owner shalt accept the tenant's attornment and shall recpgnize the I ease as a direct lease betwcen the New Owner and the tenant. 10:._ LENDER'S RICHTS UPON DEFAULT REVOCATION of LICENgtg". Upon DefaWt, .the Lender may by Notice to the Borrower irninediately terminate the.Borrower,'s licenses utider:eitber or both of Sections 4 and S of this Assigrimexit,'regardless of 'wlikher th6 Real Property or any other collateral adequately sec .ure&the Loan's eventual r�payment Upon the termination of the Borrower's license "under Section 4, the.$onrbwer shall immediately deliver to the Lender all Rents.then in the Borrower's possessions; and all Rents then due or aocruing thereafter shall" be payable key tenants dirNt#y-to. the Lender This Assignment shall constituti a direction to'and full authority to any tenant of the Real Property, upon the Lender's written request, topay alilents to the Lender, without requiring the Lender to- to the tenant the eteaStence of Default The Borrower agrees to deliver immediately tan o the Lender y Rents'Yeeeiued by the Borrower after the revocation of the Borrower's heense under Section 4, and at the Lender's written request, shall execute such further assignmerits to the.Lender of B C Narth mson enter, Renton, Waslnngton AEGON Loan No 88742 Seatlie-3165215 2 0027988.00236 any Lease as the Lender may in its sole judgment request This Assignment is given in connection with the Loan and in support of the performance of the Borrower's Obligations, and nothing herein contained shall be construed as (a) constituting the Lender a "mortgagee -in -possession" of the Real Property or (b) an assuyap4lan by the Lender of the Borrower's obligations as landlord under the Leases 10 2: . APPL]CATION dF RENTS c<� The Lerider.'shall applyRents it collects as follows (i) first, to the payment of late and other charges, if.a ty' clue an-6ayA.Ic under the Loan Documents; (li) second, to the repbyment of any ,sums advaneed'by the Lender for the payment of any insularice premturiis, taxes, assessirienfs or other impositions or charges against the Real property, (tii) third, to:the payment of any other sums due from the Borrower to the Lender pursuarit to the Loan Doc4irierits (other than the amounts described in clauses (v)-and (vi) below); (iv) fourth, to t6 payment of any obligations of the Borrower under the Environmental Indemnity Agrcemeififth, fth, to the payment of interest and principal then doe uiider;-ilie Note,; (vkj sixth, to the establishment and maintenance of an impoupd account for tliepayinerit of impositions on the Real Property in accordance'cvith.the Loan Documents, (vil) seventh, to the payment to unaffiliated third parhes of ordinary. expenses incurred iii.connedtion witk operation of the Real Property; :'ncludirig reasonable and cu_ �tornary third party management fees not exceednig`f23tirpucent (4°le).of effective gross income, `(virr) eighth, to establish a fund to be held by:the-Lender in its general account, without interest, as additional security for the Loan pendwg. the cure of all Defaults, and to be disbursed by the Lender in its reasonable discretxsn to.. permit .such. -Defaults to be cured, and (ix) ninth, after the cure0f�all Defaults and only thereafter, the balance of the Rents shall be distributed to the .Bbrrbwer yr to the order of the Borrower. 103 q0 ACCDRD'ANb SATISFACTION OR WAIVER The Borrower agrees that the:Lender's exercise of its rights under this Section sha.11 give nse;ta:neithef'(a) an accord and satisfaction with respect to any obligation not fully perforrped by'the:Borrower or completely satisfied through the applicatron'of Rents by the Under, nor (b) a waiver of any rights or remedies of the Lender 104 DEFAULT INTEREST Default under this Assignment is &'"Default" under the terans of the Deed of Trust The Lender is therefore entitled, af,_As scale discretion, to elect -for interest on the Loan to accrue at the Default hale specified in -the Note until the -Default is cured -12- North Benson Center, Renton, Washington AEGON Loan No 89742 Seattle-3165215 2 0027988-00236 "" 11. 105 REINSTATEMENT OF THE BORROWER'S LICENSris Upon the cure of all Defaults, the Lender may by Notice to the Borrower, reinstate the licenses of the Borrower under Sections 4 and 5 1 of this Assignment 10, b ArwifIONAL WASHINGfON REMEDIES The Borrower expressly agrees that the Lender shall have, in addition to all other rights and rernedids set, fprih elsewhere in this Assignment, all the nghts set forth in.RCW 7 28 230 and'related'laws (as amended, supplemented or supplanted) regarding enforcernent'of`assigi nts-o.f rents and leases, or otherwise available under Washnlgton,Iaw. LENDER'S RIGHTWUPON OisCT*RENCE.OF A MAJOR.TENANT BANKRUPTCY EVENT 11 1 REVOCATION OF LICENSES.' Upon the occurrence of a, -Major Tenant BaikrkCY Event, the Borrower's license under Sections 4 and 5 1 and -shall automatically terminate, -but; in the absence of Default, only as to the related Lease 1.12 APPLICATION OF RENTS ff a Major Tenant Bankruptcy Event occurs Od no Default -exists, and unless the related Lease has been rejected in bankruptcy, the Lender shall apply the Rents so received to any late charge or monthly payment then':due and payable on [he Loan, :'disbursing any excess amounts to the Borrower within ten- (30) jllusnness`Days If ito.svch, rrionthly payment is due and payable when such Renk is received, the Lender shall disburse such Rent to the Borrower, net of the amount of the next monthlypa�ment, which amount shall be held by the Lender and applied to such payment when it is doe— .If a Default exists, any Rents received following a revue8tion'under this Section of the license granted to the Borrower under Section 4 .shall be applied in the order of pnonty described in Subsection 10 2 If no Default exists, but the related -.Lease .has been rejected m bankruptcy, any amount rcceftO. in`respect bf the related Lease shall be held in a reserve fund as described in subparagraph (emu) of Subsectioif 10 2; provided, however, that such hinds shall be made available ftir aPproyod ]edsmg expehses.and tenant improvements, and shall be released.to the Bnrrdweronlywhern the space demised by the rejected Lease has been re -leased and occupied under, an approved Lease 1 I 3 REINSTATEMENT OF THE BORROWTER'S'LICENS> S If a Major Tenant Bankruptcy E-�ent occurs and no Defsiilt exists, and either (a) a plan is confirmed in the related tenant'sbankruptey and the plan.; cloes,not:.. materially modify the terms of the related.Lease.br (b) the trustee or the debtor-in- -13- Nortli Benson Center, Renton, Washington AEGON Loan No 88742 Suattle-3 166225 2 OD27988-00236 possessior assumes the related Lease under 11 U S C §365, the Lender may, in its sole and absolute discretion, by Notice to the Borrower, reinstate, as to the related Lease, the license granted to the Borrower under Section 4 of this Assignment 12, LENDER'S RIGHTS IN RESTECT OF MATERIAL KEY TENANT LOCs If the Borrower has the right to draw a Material Key Lease LOC, and if, in the Lender's -reasonable determinaticm, the F oari-tp-value,ratio after any related lease termination will exceed 65%, or`if the debt service cdverag;-ratio of the Loan is below 1 25 or may fall below 1.25'dunng_the follo4wirig two yeaf`s', basest on Leases remaining in force after any related lease termination aija onscheduli;d teiiarit rollover, the Lender may, at its sole and absolute discretion, direct the Bdrrower�to`draw on the Material Key Lease LOC and to instruct the issuer to remit the, proceeds directly to the Lender. Alternatively, the Lender may direct that the Borrower recei is such pi"occeds and turn theiii' Ayer to the Lender In the absence of Default', the Lender shad hold such proceeds in a.rese=ve account to fund rctenanting costs under approved Leases. Ida Default exists and'aiight to draw exists under a Material Key Lease LOC, the Lender may, at!lits :sole:aiid: absolute discretion, issue a direction as dcscnbed above. If°a Default exists, such proceeds shall„ be held by the Lender as additional security for the Loan; or applied as a. -payment-in accordance witkl:the Loan Documcnts If the Lender issues a direction ta- the.Borrower-.under. this .SectioO 0 Borrower shall promptly comply with the directton. • The Borrower aclmowledges that any less or waiver, of draw rights resulting from the 'i`ailure of t}ae Burro er'to comply.:'with such a'directioii may constitute waste of the Real Property under the terms of the Loan Documents, and that any use of the proceeds of any Mafenal:-Key:Lea e LQC, except in compliance with this Section, shall constitute the misappropriation of such proceeds under the terms of the Loan Documents 13. POWER OF ATTORNEY 'The -Borrower appoints the LrInder,as its attorney -in -fact, coupled with an interest, with full power of substnutidn, in the name, place, and stead of the Borrower to do, while a Default exists, al l thing6'Mid taperform all acts with respect to the Leases and the Real Property authorized by the terrtis.bf this Assignrnerit,'as the Lender may determine from time to time in its discretion , 14. WAIVER OF CLAIMS' The Borrower waives any n6t,, claim, or.deiriand.it may now or hereafter have against any tenant by reason of payment of Reril to the Lender at tho Lerider'S.rrquest following a Revocation Event -la- North Benson Center, Renton, Washington AEGQN Loar. No 88742 Seattle-3165215 2 0027M-00236 15. LENDER NOT TMORTGAGEE-Ill-POSSESSION ACeeptance by the Lender of this Assignment shall not, pnor to entry upon and taking of possession of the Real Property by the Lender, be deemed or construed to constitute the Lender a� mortgagee in possession of the Real Property, nor shall the Lender be deemed to have assumed'by-accepting this Assignment, the landlord's obligations to any tenant In particular; acceptance by Lepder'of.this Assignment shall not obligate the Lender (a) to appear in or to defend any,action ar proceeding relating to the Leases or to the Real ;Property, (b) to perform any obligatior-as.,landlord under the Leases, (c) to pay any amount or to assume aq7 futuri ,f nancilil gbligatiort of the landlord, including any obligation to pay to any tenant a security: or othe=,deposit,r6i acti 41ly received by the bender, or (d) to indernntCy any ter ant.for any injury or damage .€o person or property sustained by any person o'r persotis, firm or'corporation uT or.about the Real Property 16. WAIVER OF JURY IRLAL THE BORROWER AND THE LENDER WAIVE ANY RIGHT TO A TRIAL BY J1JRY IN ANY ACTION= OR PROCE'EDING-TO"ENFOR(E OR DEFEND ANY RIGHTS (A) CINDER THIS ASSIGNMENT OR ANY. LOAM DOUJMENT, OR (B) ARISING FROM ANY LENDING` .ELNI"IONSHIP EXISTING:IN CONNECTION., WIT-1 THIS ASSIGNMENT, AND rr iS'AGREED.BY-' BOR' RQyvEI�'AND PY THE LENDER THAT ANY SUCH ACTION OR PROCE1 DINQ SxALL BE TRIED BEFORE A'.IUDGE AND NOT BEFORE A`rURY..` 17, CUI UIT ATIVE REMEDIES The Lerider may take or release other security, may release any party priinanly oi- secondarily babl'e for any Obligation, may grant extensions, renewafS'or indulgences with respect to such indebtedness, and may apply any other security therefor lield by it to the satisfaction:of such indebic-dricss mthout prejudice to any of its rights hcrcui der Nothing 1lereiri.6on6ined and no act or -omission by the Lender pursuant to the powers and rights granted it herein shall bo deemed to be a waiver by the Lender of its rights and remedies under any of the -Laan Documents, or shall prejudice any of the rights and remedies possessed by the Lender -under their terms= The right of the Lender to collect the Loan or additional Obl'igstio is may be exercised by the Lender prior to, simultaneously with, or subsequently to Lny action takes? by the. -Lender upde :this Assignment 18. EXPENSES Any expenses incurred by the Lender in exercising il§ remedies under tilts Assignment after the occurrence of a Revocation Eyent;(including attorneys' fees and -costs in enforcing or protecting this Assignment in any banldgiptcy proceeding) shall'donstitvte further indebtedness of the Borrower to the Lender and shall .be m3medi"ately payable to the. Lender, together with interest at the Default Rate specified in the Note -15- North Benson Center, Renton, Washington AEGON Loan No 88742 Seattle-316521 S 2 0027998-00236 19. INDEMNIFICATION The-D&Tower hereby agrees to indemnify, defend, and hold the Lender harmless from and against any and all liability, loss, damage or expense (unless such liability, Ioss, damage or ex01.nses anses through the Lender's gross negligence or willfnl misconduct) which the Lender mayor iris ght incur raider or by reason of this Assignment, or for any lawful action taken by the Lender hereunder, a 1sy reason or in defense of any and all claims and demands whatsoever whleh'may b� asserted against the Lender arising out of the Leases, mcludixig, vw ithout litbitabon, Oy clai,m by.•any tenant of credit for Rent paid to and received by the.8orrower, but not.dehvered-fo>the Lender, for any period under any Leases more than one month in advan+~e.•of the due date thereof, and should the Lender incur any such liability, loss; dam. age.or expense, the ar><iotint thereof (including reasonable attorneys' fees) with'intcrest thereon at the.rate specified as the Default Rate in the Note shall be payable by the Borrowerimmediately without demand, and shall be secured hereby and by the Deed of Trust 20, NOTICE In order for any demand, consent, approval or other communication to •be.effective under the terms of this Assignment, "Notice" lutist be provided undef the.; ierms of this Sectib:n:.. All I otices. must be in writing Notices may. be (a) delivered .by hand,,(b), trarisrnitted by" facsimile (with a duplicate copy sent by first 6;a.ss.iitail; postage:prepaid), (c) sent by c6rtlfaed or registered mail, postage prepaid, return receipt,regtiested, or (d) sent ley reputable overtnght courier service, delivery charges prepaid -"Notices shall oe a_ adressed as sef forts{ below - :If to the Lender Transamerica Life Insurance Company 0o AEGON USA.- 'Realty Advisors, Inc 4333 Edgew,00d Road',N.E Cedar ltMds, I6w6 52499-5443 Attu Mortgagd Loan.Oepartment_: Reference Loan #89142 Fax Number. (319) 369-2277 If to the Borrower Petro Benson LLC c/o Osborne Construction 10602 NE 386 Place, ##100 Quad One South Building Kirkland, Washington 98033 Attn George Osborne, Jr Fax Number (425) 8284314 -16. North Benson Center, Renton, Washington AEGON Loan No 88742 Seattle-3 i 65215 2 0027988-00236 Notices delivered by hand or by overnight courier shall be deemed given when actually received or when refused by their intended recipient Notices sent by facsimile will be deemed delivered when a legible copy has been received (provided receipt has been verified by telephone confirmation or one of the other permitted means of givingNotices under this Section) Mailed Notices shall be deemed given on,tf e date of the first attempted delivery (whether or not actually received) 1?ither the l; &der;or the Borrower may change its address for Notice by glVing;ta least fifteen (l S) Business Days' prior Notice of such change to the other parw 2I. SUCCESSORS AND.ASSIGNS:' The terms, covenants; conditions and warranties contained heron aiid the powers granted hereby shall run with the land, shall inure to the benefit i f and.bi"nd the parties hereto and their respective heirs, executors, adrniijistrators. successors ;and 2ssigns, and all tenants, sub -tenants and assigns of same, and all occupants and suiisequei nt owners of the Real Property 22. CHOICE OF_LAW :This Assignment shall be construed and enforced according tfl, aiad governed by, the laws of Washiiigtori without reference to conflicts of laws provisions which, but for this provision, would require the application of the law of any other junsdiction. 23:: TIME OF ESSENCE ..Time sliall-.be of the iessehce iri- the. Borrower's performance of its obligations under this As'signmerit 24. SEVERABILIT,Y- ` In the event that any oi�e or-iporq of the prgvisions of this Assignment shall for any reason be held to be invalid, illegal or oncnfarceable, in whole or.in part, or in any respect, or in the event that any one or ifiore of theprovisions of this Assignment shall operate, or would prospectively operate, to mvifidate this Assignment, then, and in $i1y such event, such provision or provisions only shall be deemed to die null acid -'void and-of no force or effect, and shall not affect any other provision..of.This Assignment which other provisions shall remain operative and in full force and effect -arid shall in no -way be affected, prejudiced or disturbed thereby. -17- North Benson Center, Renton, Washington AEGGN Loan No 88742 Seattle-31652 t5 2 CO27988di0236 25. -AMENDMENT Tbis Assignment may be amended, revised, waived, discharged, released or terminated only by a. written instrument or instruments executed by the party against which enforcement of the amendment, revision, waiver, discharge, release or termination is asserted' Anyalle.vd amendment, revision, waiver, discharge, release or termination that is not so documented: shall b,nil'li and void 26. :-VARIATION IN PRONOUNS All thi testis and w�ords'useq j i tlits Assignment; -regardless of the number and gender in which they are used, shall be deemed and cdnstmed to include any other number, singular or plural, and,.aiiy other gc ider, niascultfie feinuime, or neuter, as the context or sense of this Assignment or any paragraph or. claitse heiern may require, the same as if such word had been fully and properly written in the correct.number and geli&r 27. CAPTIONS The section titles or captions containedoin this Assignment ate fa>: convenience only and shall not be deemed to define, limit or ath�rwise modify the scope ar intent of this Assignment 28. COUNTERPARTS •This Assignment may be executed in one or more counterparts, each of wh;_ch shall .bc deedied ari original but all of which taken together shall constitute one and the' agreement .. 29. `'., TERMINATION Upaa.dischrge-of record of the Deed of Trust and payment in full of all monetary obligations:under the Note,.this Assignment shall terminate without the need for any separate instrument of dxs4arge;'provided that if the Borrower requests a termination in recordable form, the .Lender shall provide one,:at the Borrower's expense STATE O)F.WASHINC'7TON ) . )�s :COUNTV.OF KING ) Or this day of January, 200, before me personally appeared GEORGE R OSBORNEI JR; to me lmown to beihe Manager of Petro Benson LLC, the Washington ]united liability eomR mty that executed time withni'and foregoing instrument, and acknowledged said irIMT-ument 10 be the free and=valuntar)� -'a8t and' deed of said company, for the uses and purposes therein mentioned; and on oath'stated tj34t 17e was abthQrtzed to execute said instrument on behalf of said eoinpany. IN WTFNES,S WHFREO , I have herqunio set ray hand and affixed my official seat the day and year first above witten Si2hature THAT PORTION OF '4E EAST.14ALF Of THE NORTHEAST QUARTER OF THE NDRTHWEgTi�UAkTER OF SECTION 32, TQWNSHIP 23 NORTH, RANGE 5 EAST, W M , INKING COUNTY, W�LSHiNGTON, WINCH IS. -DESCRIBED AS FOLLOWS COMMENCING AT THE'NORTHEA5T CORNER:Of THE NORTHWEST QUARTER OF SAID SECTION;.THENCE SOUTH 1021S'23" `JBE T, 341.34 FEET ALONG THE EAST LINE OF SAID QUARTEk; THENCE -NORTH W-33'-37'':WEST 50 00 FEET TO THE WESTERLY RIGHT-OF-WAY MARGIN OF 100 AVENUE S.0t"HgAST (ALSO-YNOWN AS BENSON HIGHWAY SR 515) TO THE,TRIM POINT OF $EGINNH+iG, THENCE'NORTH 88037' 34" WEST, 140 90 FEET; THENCE NORT] 1°2TX` EAST 295 98 FEET. —TO THE SOUTHERLY RIGHT-OF-WAY MARGIN OF CARR ROAD;'THENCI ALONG;THESOUTHERLY RIGHT- OF-WAY MARGIN OF CARR ROAD FOR THE:NEXT THREE COURSES, A HORIZONTAL CURVE TO THE RIGHT'THAT IS CONCAVE TO THE SOUTHEAST W-HOSI ,RADL L BEARS SOUTH 3028'59" EAST AND RADIUS IS 100 8,6. FEET, AN ARC DISTANCE OF 10 54 FEET; THENCE NORTH 86050' 18" EAST,'5:8 74 FEET 'THENCE sOUTx EAST, 74.36 FEET TO THE INTERSECTION WITi4 THt WESTERI SrVIGHT-OF-WAY MARGIN OF 08"H AVENUE SOUTHEAST, 'THENCE AIANG` THE WESTERLY RIGHT-OF- WAY MARGIN OF 10.8n AVENUE SOUTHEAST SOUTH 1'016'23" WEST, 283 56:'FEET TO THE TRUE POINT OF BEGINNING; EXCEPT THAT PORTION THEREOF CONVEYED TO KIN�'COVN� Y.-.BY DEED RECORDED UNDER RECORDING NUMBER 921102081'7, (ALSO KNOWN AS.A PORTION OF LOT A, KING COUNTY LOT LINE ADJUSTMENT NUMBER 8712006,.RECORDED.UNDER RECORDING NUMBER 9906140041),: TOGETHmRVITH EASEMENT RIGHTSREGARDING COMMON PARTY WALL, AS GRANTED BY INSTRUMENT`RECORDEDUNDER RECORDING NUMBER 9006121125 PARCEL B THAT PORTION OF THE NORTHEAST QUAJKTER OF THE NORTHWEST QUARTER OF SECTION 32, TOWNSHIP 23 NORTH,- RANGE-5 EAST,V M , &kING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS BEGINNING AT THE INTERSECTION OF TI3E: WE T MARGIN. OF 109TK AVENUE SOUTHEAST AND THE SOUTHERLY MARGH�"OF CARR ROAD AS ESTAB41SHED UNDER KING COUNTY RECORDING NUMBER 7209-190277„THENCE SOUTH 01 °26':23" WEST ALONG SAID WEST MARGIN 795 85 FEET TO THE NORTH I INI (F LOT :2, KING.. North Benson Center, Renton, Washington AEGON Loan Na 88742 Seattle-3165215 2 0027988-00236 COUNTY SHORT PLAT NO 284044 AS RECORDED UNDER RECORDING NUMBER 8409I80739, ,THENCE SOUTH 88009'02" WEST ALONG THE NORTH LINE OF SAID LOT 2, A DISTANCE OF 185.30 FEET TO THE NORTHWEST CORNER OF SAID LOT; THENCE SOUTff0l.-26'2k WEST ALONG THE WEST LINE OF SAID LOT, A DISTANCE OF 120 20 FEET TO THE SOUTH LEST CORNER THEREOF; THENCE NORTH 88°09'42" EAST ALONG T#TE SC)IJTH LINE. OF SAID -LOT, A DISTANCE OF 185 30 FEET TO THE WEST MARGINOF:108n] AVENLt SOUTHEAST, THENCE SOUTH 01026'23" WEST ALONG SAID WEST MARGIN 1:44 24 ,FEET TTOTHE.N.QRTLI LINE OF THE SOUTH 264 FEET OF THE NORTH' ASTT QUARTZ R OF THE NORTHWEST QUARTER OF SAID SECTION 32, THENCE NORTH -88009'42" EAST 10� 01F` EETITO THE WEST MARGIN OF 108'yH AVENUE SOUTHEASTJHENCII.SOUTH g1°24'23" WTS-f-AL-ONG SAID WEST MARGIN 234 38 FEET TO THE NORTH,MARGIN OF SOUTH 'EAST 180T1 STREET, THENCE SOUTH 88°0T42" WEST ALONG SATD'NORTH MARGIN 706.42 FEET TO THE POINT OF CURVATURE OF A CURVE TO THE RIGHT 'OF RADIUS 45 00 FEET_ THENCE NORTHWESTERLY ALONG'SAIDCURVE-AND SAID CURVE AN)b SAID MARGIN 73 21 FEET TO THE POINT OF TANGENCY ON THE EAST MARQfN 0I 4.05 "' PLACE SOUTHEAST, THENCE NORTH 01022'26" EAST AWN$ SAID As-T MARGIN 992 56 FEET TO THE SOUTH LINE OF THE NORTH 290 FEET bFsAm NORTHWEST QUARTER, THENCE NORTH 86050' 18" EAST ALONG'SA$D SOUTH LM 120 3$::F'EET TO THE EAST LINE OF THE` WEST 150 FEET OF THE EAST HAL)~ 'OF THE -EAST HALF OF THE WEST;` HALF OF THE NORTHEAST QUARTER OF THE.NORTHWEST QUAkT, wk:OF SAID SECTION.32, THENCE NORTH 01°22'26" EAST ALONG SAID:EAAST" IM 17145 FEET -TO A POINT. :ON THE SOUTH RIGHT-OF-WAY LINE OF CARR ROAD, SAID. POINT BEING ON A CiJRVE TO THE RIGHT FROM WHENCE THE CENTER BEARS SOUTH M49'38" EAST, :1859 86 FEET, THENCE EASTERLY ALONG SAID RIGHT-OF-WAY MARGIN AND SAIIJ CURVE (THROUGH A CENTRAL. ANGLE 10.59'31 ") 356 8I FEET, THENCE NORTH 01 024'49" EAST ALONG SAID RIGHT-OF-WAY MARGIN 20 26 FEET T-6.A P61NT ON A CURVE 'EAST RIGHT FROM -WHENCE THE CENTER BEARS SOUTH 07°44' k0" EAST 1879 S6 FEET, THENCE .EASTERLY ALONG SAII7 CURVE AND SAID RIGHT-OF-WAY MARGIN 150 00 FEET TO THE POINT., OF TANGENCY, THENCE NORTH 86.50' 18" EAST ALONG SATD RIGHT--OF-WAY MARGIN 58 74 FEET, THENCE SOUTH 74040'2V EAST 74 36 FEET TO THE POIpl'T OF 9EGTNNING, EXCEPT THAT PORTION. -THEREOF DESCRIBFLI'AS FOLLOWS COMMENCING AT THE NORTHEASTCORNEjk OF.T-HE NORTHWEST QUARTER OF SAID SECTION, THENCE SOU ITI 1 °2G'23.'.'- WEST 341 34 Flul f.AI ONG THE EAST LINE OF SAID QUARTER; THENCE NORTH 88°33'37" WEST 50 00 FtETTO THE WESTERLY RIGHT-OF-WAY MARGIN OF 108"" AVENUE SOUTHEAST (ALSO xNOWN AS BENSON HIGHWAY SR 515) TO THE TRUE POINT OF BEGINNING, -THENCE NORTH 88°37'34" WEST 140.90 FEET, THENCE NORTH I °22'26":,)EAST 295 98 FEET TO THE SOUTHERLY RIGHT-OF-WAY MARGIN OF CARR ROAD, THENCE ALONG THE SOUTRERI.Y RIGHT- OF-WAY MARGIN OF CARR ROAD FOR THE NEXT THREE COURSES, A L#ORIZONTAL CURVE TO THE RIGHT THAT IS CONCAVE TO THE SOUTHEAST WHOSE RADIAL -22- North Benson Center, Renton, Washington AEGON Loan No 88742 Seattle•31652 [ 5 2 0027988.00236 BEARS SOUTH 3°28'59" EAST AND RADIUS 1,879,86 FEET, AN ARC DISTANCE OF 10 54 FEET, THhNCE NORTH 86°50' 18"EAST, 58 74 FEET; THENCESOUTH 74°4(l'21"EAST 7.4.3.6 FEET TO THE INTERSECTION WITH THE WESTERLY RIGHT-OF-WAY MARGIN -OF:]08TA-AVENUE SOUTHEAST, THENCE ALONG THE WESTERLY RIGHT-OF-WAY MARGIN OF 108"M AVENUE SOUTHEAST SOUTH 1 °26'23" WEST 283 56 FEET TO THE TRUE POW OF BEGINNING, (ALSO KNOWN AS LOTS 13 AND Ci KING.CO.UNTY LOT LINE ADJUSTMENT NUMBERS 871200�, RECORDED; -UNDER_ RECORDING Ni II3 R 8906140041) TOGETHER WITH EASEMENT R161IiTS RFQARDING COMMON PARTY WALL, AS GRANTED BY IN,TRUMRNT RiCaRDED �iNDER RECORDING NUMBER 9006121125 After recording return document to: State of Washington Department of Trwportation Real Estate Services Office P O Box 47339 Olympia.- WA 98504-7338 I i 200?0409002396 PACIFIC NU PAGMI OF 006 KING9COUNTY,URfi E3�C , TAX NOT REQUIRED Document Hile- Yemporaay Easeineut< King Co_ Records Reference Number �f Related Documerrfs: NIA $y , DWu!y Grantor(s): Petro Benson LLC Grantee: State of Washington, DepartmeW4Transportation' Legal Description: Ptn Lot A; .B, & C, King Co: LLA No. 8712006, Rec. No. 8906140041 being a pin NE'/a of ' the NW 1/ Seetion- 32 T23N, R5F_; W141 Additional Legal Description is on Pages) 4, 5.and 6 of Document Assessor's Tax Parcel Number(s): 322305-9063-0.5, 322305-901:6G 03..& 322305-9065-03 Y&F`s : 5" ,-3' �`A_d___)TEMPORARY EASEMENT r! State Route S 15, :Renton Vicinity: S.E. 196th St. to Carr Rd. The Grantor; PETRO BENSON LLC, a Washington limited liability company, for and -in consideration of the sum of TEN AND NO1100 (S10.00) DOLLARS and other valuable cofisiderah'011, hereby conveys and grants unto the State of Washington, Department: of 'T'ransportatiow and its assigns under the imminent threat of the Grantee's exercise of -its right of Ernirient Domain, the right, privilege and easement over, upon, and across the' hereinafter described lands for the purpose of providing a work area for adjacent higi.lway, construction -related activities_ The temporary fights" herein.. granted sha11 :terminate thirty days after the commencement of work` on the temporary easement area described herein or on December 3l , 2008, whichever canes first. Said lands being situated in King. County, State of Washington, and described as follows: For legal description and additional conditions, see Exhibit A attached hereto and made apart hereof. FA No: F�515. ( ) xEs-325 Pro'ect No . A51505B Revised OM5 Page 1 of 6 pages Parcel No_ 1-22213 TILNIPORA R Y EASEMENT Grantee, its authorized agents and employees, will protect, save and hold harmless the Grantor, its successors or assigns, from all claims, actions, costs, damages or expenses_ of any nature whatso6ver by reason of the acts or omission of the Grantee, its assigns._; agents, cantractprs, licensees, invitees, employees or any person whomsoever arising, out of or.in connection with.. any acts or activities authorized by this Temporary Easement. The.Grantee, its agents or emlildyees, further agrees to defend the Grantor in any litigation, including payment of any costs. -or attorneVs Pecs, for any claims or action commenced, thereof arising out.of or i.it:connection with acts or activities authorized by this Tcmporary Easement. This obligation :shall not include such claims, costs, damages or expenses which may be caused :by the sole negligence of the Grantor, its successors or assigns; provided that: if the claims or damagesare caused. by or result from the concurrent negligence of: (a) the Grantor,' -its agents tir employees and (b) the Grantee, its agents or employees, and involves those:'act ions: covered by RCW 4-24.)15, this indemnity provision shall be valid and enforceable only to the extent of the negligence of the Grantor's or Grantee's agents or employees,. It is understood and agreed that delivery of this Easement .Js hereby tendered and that the terms :and obligations hereof shall not'becorne binding upon, the; State of Washington, unless and until accepted and approved. hereon.-Jn writing for the State of Washington Department of Transportation, by its Director of Real Est -ate Services. Date- 2007 RES-325 Page 2 of 6 pages Parcel No. 1-22213 TEMPORARY EASEMENT Accepled and Approved STATE OF WASHIItiTGTON, Department of Transportation By_ 4, Gerald L. Gal tuber Director, Real Estate Services Date: STATIF OPWASHINGTON j ss_ County of King p ) On t.bis . 0 . day of FE B[fAt_, 2007, beforeme personally appeared :GRORGE R. O.SBORNE, 1R., to me known to be the Manager of PETRO BENSON LLC,.. a Washingt6n limited liability company, that executed the foregoing instrunwnt, and acknowledged said instrument to be the free and voluntary act and deed of said limited liability company;. for the uses and purposes therein mentioned, and on oath stated that he. authorized to execute -said instrument. GIVEN under my hand and official seat the:da.Y and year last above written. ' Min r s - ' pw'r _ f Nota pint name) Or-_n '; g� =•.fit tt✓ r s' Notary Public -III and for the Slate of Was ington, residing at <ILCzLr�A GG%t My Appointment expires_.:.. Please s�: ]OCR. Rt:s-375 Page 3 of 6 pagcs Parcel No. 1-22213 TEMPORARY EASEMENT EXI-IMIT A All that portion of the hereinafter, described PARCH, "A" lying within a tract of land beginning at a point opposite HjghwayEngineer's Station (hereinafter referred to as LIES) 322+49 on the SR 515 line survey of SR 515.:Renton Vicinity. S.E. 196th St. to Carr Rd. and 56.23 feerwestei-Iy.therefr« m-1 thence westerly to a point opposite said HES 322+49 and 75.11 feet westerly therefrom; thence northerly to a point opposite HES 324+26.34 or, said line survey arid 75.65:fect westerly therefrom; thence southeasterly to a point opposite HES 324+24.54 on said line survey and 68.37 feet westerly therefrom; thence southerly to a point"opposite HES 324+19 on'said'line survey and 69,80 feet westerly therefrom-, thence southeasterly to a }point opposite BES 324+02 on said line survey and 55.72 feet westerly therefronx; thence southerly to .a point opposite HES 322+55 on said line survey and 55.56 feet westerly therefrom;. thence'southerly to the paint of beginning. PARCEL "A " A paxccl in. the east half of the northeast quarter of the.northwest quarter of Section 32, Township 23 North, Range 5 East, W.M_, in King County. Washingtbn,:'which is described as follows: Corninenc-ing at the-hortheast corner of the northwest quarter of. said section; thence Soutla..}I°26'23 West, 341.34 feet along the east line of said quarter; thence North '88°33'37" West 50X0'feet,Io the westerly right-of-way of 108th Avenue Southeast (also known as Benson Highway .SR 515) to the True Point of Beginning; thence North 8803734" West,'.t40:90 feet; thence North Ol°2226" East 295.98 feet to the southerly right-of-way of Carr Road; thence along the southerly right-of-way of Carr Road for the next three courses, a horizontal curve to_ the right that is concave to the southeast whose radial bears South '03°28'59" East and.-radhr s is I879.86 feet, an arc distance of 10.54 feet; thence North 86050118" East;.58.74 feet; thcnce South 74`40'21" East, 74.36 feet to the intersection with the westcrly:riglit-ofwayof) 081h Avenue Southeast; thence along the westerly right-of-way of Ifth Avenue Southeast South 01°26'23" West, 283.56 feet to the True Point of Beginning; EXCEPT that portion thereof conveyed to King County for road .purpgses by deed recorded under Recording Number_ 9211020817. (ALSO KNOWN AS Lot A, King County Lot Line Adjustment Xumber:.8712.006, as recorded under King County Recording Number 890614004I.); RES-325 Page 4 of 6 pages Payee ]' No. 1-222I 3 TUM-PORARY EASEMENT EXHIBITA (cc inucd) TOGEYHER WaE . easement `rights regarding common party wall, as granted by instrument recorded under Recording Nurliber 900612 1125. AND That portion of the northeast quarter of.the northwest quarter of Section 32, Township 23 North, Range 5 East, W-M_, in King County, Wi shington, described as follows: Beginning at the intersection of the west max -in of:.108th. Avenue Southeast and the southerly margin of Carr Road as established under King County Recording Number 7209190277; thence South 01026'23" West along said west margin 795.85 feet to the north line- of Lot 2, Ding County Short Plat No..284044. as :ecq ded under recording Number 9409180739; thence South 88°09'42" West along the. north line of said L.ot 2, a distance of 185.30 feet to the northwest corner of said lot;:thence South 01 °26'2Y West along the west fine of said lot, a distance of 120.20 fc.et to the southwest corner thereof; thence .?North 88'09'42" East along the south line of said lot, a -distance of 185.30 feet to the west margin of 108th Avenue Southeast; thence South :0,1'26'23".West along said west margin 144.24 feet to the north line of the south 264 feet of, the northeast quarter of the Rort.hwest quarter of'said Section 32; thence North 88u09'42" East 10.02 feet to the west margin of 108th..Avenue Southeast; thence South 01 °26'23" Westm:along said west margin 234.38 feet to the north. wargin of Southeast I80th Street; thence South 88"09'42" West along said.horth margin 706.42 feet to the point of curvature of a curve to the right of radius 45.00 feet; thence northwesterly along said curve and said margin 73.21 feet to the point of :mtangency on thk east 'margin of 105th Place Southeast; thence North 01°22'26" East along said east margin 992.56 feet to the south line of the north 290 feet of said northwest quarter; thence. North 86°50'18" East along said south line I2038 feet to the east line of the west 150 feet of theeast half of the cast half of the west half of the northeast quarter of the northwest quarter of said Section 32;`thence North 01 022'26" East along said east line 171.45 feet to a point on the south right-of-way line of Carr Road, said point being on a curve to the right from whence the center hears South 18°49'38" East 1859.86 feet; thence easterly along said right-of-way and said curve (through a central angle of 10°59'31 ") 356.81 feet; thence North OT... 2449" :East along said right-of- way 20.26 feet to a point on a curve to the right' from whence the, center bears South 07"44'10" East 1879.86 feet; thence easterly along said curve and said right ofway RES 325 Page 5 of 6 pages Parcel.No_ 1-22213 TEMPORARY EASEMFNT EXHIBIT A (continued) 150.09 feet to the point of tangemy;;thence North 86°50'18" East along said right -of way 58.74 feet; thence Sotith 74"4071 ".East 74.M. feet to the point of beginning; EXCEPT that portion thereof described 'as follows: Commencing at the -northeast corner of the northwest quarter of said section; thence South 01 °26'23" West 34134 feet along: the east line of said quarter:. thence North 88°33'37" West 50.00 feet to the. vvesterty"right-of-way of 108th Avenue Southcast (also known as Benson Highway SR 5.15) to the 'Prue Point of Beginning; thence North 88'37'34" West 140.90 feet; thence North 01122'26"-East 295.98 feet to (he southerly light -of -way of Carr Road; thence along the southerly right-of-way of Carr Road for the next three courses, a horizontal curve to:.the right that is coincave to the southeast whose radial bears South 03°28'59" Bast and radius is 1,879.86: feet;: an,,.arc distance of. 10.54 feet; fhenee North 8W50'l8" East, 58.74 fee;; thence South 74".40`21" East 74.36'fcet to the ;intersection with the westerly right-of-way of 108th' Avenue Southeast; thence along the westerly right-of-way of 108th Avenue Southeast -South 01'2623": West 2,93.56 feet to the True Point of Beginning; (AI SO KNOWN, AS. Lots B and C, King County Lot Litre :Adjustment Number 8712Q06, recorded under Recording Number 8906140041); TOGETHER WffH .eascm' ertt- fights regarding Common Party Wall, as granted by instrument recorded undo King County Recording Number 9006121125_ The lands herein described ct?ntain an" area of 3,280 square feet, more or less, the specific details concerning all of which are to be found in'. that certain map of definite location now of record and on file'ii) (lie office of.the secretary of Transportation at Olympia, and bearing date of approval August 9, 1971,`revised'September 14, 2006 as to Sheet 3 of 4 Sheets and revised June 22, 2006 as.to Sheet 4 of 4 Sheets. Grantor's tninals RFS-325 Page. 6 of 6 pages After recording return docurvent tu: State of Washington Departrnent of "Transportation Real Estate Services.0ifice 20070409002397 P O BOX 47338 PACIFIC NW TIT PR 36.oe Olympia WA 98504.-7338 PAGED % OF e05 04/09/2007 15:36 KING COUNTY, fJA Document 72tle: Partial Reconveyance ' Reference Number --of Related Document: 20030122001043 Grantor(s): Chirago Title lnsurcince C6mpany Grantee(s): Petro Benson'LL.0 . Legal Description: Pin Lot A, B, & C, King Co. LLA No. 8712006, Rec. No. 8906140041 being a pin NF.1+/a of the NW 1/a Section 32, 72311; .R5L', WM Additional Legal Description is on Page fs) 3, 4 and 5 of Document. Assessor's Tax Parcel Number(s): 32'2345-9063-05, 322305-9OI6.-s03'& _322305-906S-03 PARTIAL RE CON VEVAN CE State Route 515, Renton Vicinity. S.E_ 196th St_ to Carr Rd. The undersigned.Tn stee under that certain Deed of Trust, Security Agreement and Fixture Filing, dated January 22, 2003, in which PETRO BENSON 11,C, a Washington limited liability compauyl is Grantor, and TRANSAMERICA LIFT: INSURANCE COMPANY, ain Iowa corporati l - is the .I3eneficia)�, recorded on January 22, 2003, as Auditor's He No. 2003.0122001043;`-in King County, Washington, havin- received a written request to reconvey a'Portion of the real property described in said Deed of Trust, does hereby reconvey, without warranty, to the'erson entitled thereto the right, title and interest now held by said trustee in and io that portion of the real property. described in said need of Trust, situated in King County, Washington, as follows: For legal description:and.aadditianal conditions, see Exhibit A attached hereto and trade a part hereof FA No. F-515 { } RES-3i I Project No,.A51505B Ro,ised09105 Page I of 5 panes Parcel No. 1-22213 PARTIAL, RECONVEYANC:E This reconveyance shall not be construed as in any manner affecting any property other Phan the propcoy and property rights specifically described herein. Dated 1 200 -7 r CHICAGQ "TITLE LNSliRANCE,CO' IPPi1NY -Trustee Bv: Title: KCv s STATE DF WASHINGTO ) SS_ County of King,} on this % day of �r,-><l%` 20 07 ; before me erwrially appeared 2!f. CL �s�-- L � +to me`T:nnwn to be the � re"- C_,,, � of 14e corporation thLl executed the foregoing instrument, and acknowledged said instrument to be the free. and voluntary.act and deed of said corporation, for the :uses and purposes therein mentioned, and 'ori oath stated that he/she was authorized to execute said instn,tnent and that the seal affixed is the corporate seal of said cot-Poration. GIVEN und:r My hand and offi l seal the day and year last above written. Notary Seal y MOTAIR4 :, ;" fL Vnaname) . i ����_ i3tc r STATE Or �iotaiy l�ibl in and for the State of Washington, Vesidin'. at 1 'N- �:' -_a1 t� our'tmwt are$^ Please stay witfiin bock. y ..gip ex P tzt s-3 [I Page 2 of 5 pages Parcel No, •1-222I3 PARTIAL RECONVEYANCE EXHIBIT A All that -portion of the hereinafter described TRACT "V lving easterly of a line beginning at Hiobway Erigiracer's Station (her,einaher referred to as HES) 322+55 on the SR 515 line survey` of.SR 515, Renton VicinityS.E. 196th St. to Carr Rd_; thence westerly to a point Opposite said HES .322+55 and .55'S6 feet westerly therefrom; thence northerly to a point opposite I°IES: 324+02 on said:. IlDe" Survey and 55.72 feet westerly therefrom; thence northwesterly to.a point opposite fIES 3Z4+19'on said line survey and 69.80 feet westerly therefrom; 'thence northerly to a'point opposite HES 324+24.54 on said line survey and 68.37 feet westerly therefiom.; thence southeasterly to PIES 324+20 on said line survey and the end of this line description; TRACT „X., Parcel A That portion of the east half of the northeast quarter of the northwest .quarter of Section 32, Township 23 North, Range 5 East, W.M., in King County; Wasbincrfon, which is described as follow, s: CoT=er7cing'-at the northeast corner of the northwest quarter, of said section; thence South. 01 ° 26'23" West, 341.3.4 feet along the east line of said quarter; thence, North 88°33'37" West 50.00 feet to the.. westerly -right of --way marginof 108th Avenue Southeast (also known as F3enson Mahw# SR 515) to the True Point of Beginning; thence North 88"37'34" West, 140,90 feet; .:thence .Norih 0.1°2226" East 295.98 feet to the southerly right-of-way of Carr Road; thence along the soUtheily right-of-way of Carr Road for the next three courses, a horizontal curve to the right that is concave to the southeast whose radial bears South 03°28'59" East' and radius is :1879.86.-feet,- an arc distance of 10-54 feet; thence North 86'50' 18" East, 58.7.4_.fcet;: thence South 74040`21 " East, 74.36 feet to the intersection with the westerly right-of-wny of 108th Avenue Sottihea;st; thence along the westerly right-of-way marginof 108th Avenue SoutheastSouth 01"2623" West, 283.56 feet to the Trite Point of Beginning; EXCEPT that portion thereof conveyed to ino County'forroad purposes by deed recorded under Recording Number_ 921 1020817 (ALSO KNOWN AS a portion of Lot A, King .County Lot Line Adjustment Number 8712006, as recorded under King County Recording Number 890614004I ); RFS-311 Page 3 of 5 pages Parcel No. 1--22213 PARTIAL RECONVEYANCE EXHIBIT A (continued) TOGETHER WITH easement rights regarding common party wall, as `,ranted by instrument recorded under Retarding Nuniber 9006121125. Parcel B That portion of the .northeast quarter of>the:northwest quarter of Section 32, Township 23 North, Range 5,1~asi, W..M., in King Courity. -Washington, described as follows: Beginning at the intersection of the west margin .ot' 108th Avenue. Southeast and the southerly margin of Carr Road as established .linden King County Recording Nurnber 720919027I; thence South 01°26'23" West along said west njg& 795.85 feet to the north line of Lot 2, King County Short Plat No. 284044 as recorded under Recording Number 8409180739: thence South 88°09'02" West along the north line of said -Lot 2, a -distance of 185.30 feet to the northwest corner of said lot; thence South OT"2623" West along the crest line of said lot. a distance of 120.20 feet to the southwest cornier thereof;.thence North 88'0942" East along the south line of said lot, a distance of 185.30 feet tor the west ybargiit 6f'l-08th Avenue Southeast; thence South:01 °26'23" West along said west margin `1.44.24.feet. to the north fine of the south 264 feet of tl.e norheast quarter of the northwest quarter of said Section 32; .thence North SV09'42" East 10-02 feet to the west margin of 108th Avenue, Southeast;.:thence South 01 °26'23" West along sand west margin 234.38 feet to the noiih margin: of Southeast 180th Street; thence South 88'09'42" West alontr said north margin 706.42 feet to the point of 'curvalliM of a curve to -the right of radius 45.00 feet; thence northwesterly along said curve and said margin 73.21.1cei- to the point of tangency on the east margin of 105th Place Southeast; thence North 0102226" East along said east margin 992.56 feet to the south line of the north 290 feet of staid northwest quarter; thence North 86°5918" East along said south line 120-38 feet to the cast line of the west 150 feet of the east half of the east half of the west half of the northeast quarto of the:-r,orthwest quarter of said Section 32; thence North 01022'26" East along said east line 1.71.45 feet to a'poiint on the south right-of-way line of Carr Road„ said point being on a curve to the ii,ght from whence the center bears South 18°49'38" East 1859,86 feet; thence easterly along.said right-of-way margin and said curve (through a central angle of' 10"59'31 ") 356.81 feet; thence North O1°2449" East along said right-of-way 20.26 feet to a point on a curve to the right from. whence the'centcr bears..South 07°44'10" East 1879.86 feet; thence easterly along said curie and said right-of-way margin tz�s-tt t Page 4 of 5 pages Parcel No. 1-22213 PARTIAL RECONVEYANCE, EXHII31`I' A (continued) 150.09 feet to the point of tangency, thence NoE-th 86°50'18" East along said right-of-way rnargirJ58.74 feet; thence Soutli 74°40'21" East 74.36 feet to the point of beginning; EXCEPT that puc tion thereof` described as follows, ComyMne ng at the northeast coiner of the northwest quarter of said section. thence South 01026'23" West 341.34 feet along the east libe of said quarter thence North 88°33'37" West 50.00 fee€ to the..Westerly right-of-way 'margin of 108th Avenue Southeast (also known as Benson Highway SR.515) to the True Point of Beginning; thence North 88'37'34" West 140.90 feet; thence North 0l °22'26" East 295.38-feet to the southerly right-of-way of Carr Road; thence along the southerly right of -way margin of Carr Road for the next three courses, a horizontal curve to the right that: is concave ,to.thc�-southeast whose radial bears South 03b28'59" &Lst and radius is 1,879.86 feet, an arc distanceof 10.54 feet; thence North 86°50'18" East, 58.74 feet, thence South 74°40'21" East 74.36.feet.tothe intersection with the westerly right-of-way margin of 108th Avenue Southeast; thence aloha the westeff right-of- way of '1081h'-Avenue Southcast South 0102623",West 283.56 feet:to -The True :Point of Beginning; (ALSO 1 jN6WN;AS hots B and C, King County I_of Line Adjustment Number 8712006, recorded under Recording Number 890614004 1); TOGETHER WITH easement rights regarding Common Party Wall as granted by instm ncnt recorded under Ding County Recording Ntzrnber 9006121125. The landS herein described contain amarea of" 1,110 square feet, more or less, the specific details concerning all of which are to be found in that certain map of definite location now of record and on file in the office: of the Secretary of Transportation at Olympia, and bearing date of approval August 9, 1971, revised Scptember 14, 2006 as to Sheet 3 of Sheets and rcylsed .tune 22, 2006 as to Sheet 4_of 4 Sheets.. tt ES-3 l I Page 5 of 5 pages AT. pj 1 �r2 �. s, E X its,I w - j a - 4, i21aw �z s - - 5E. 18Qth ST• 9@0006ZZB0L@@Z - n- h! I . EL i I OD W f a i� i I i I - 1 I I - I 5E. 180th ST. _ •S • tML gQrok6ZZ80100Z MINOR After ru ording, return to: David'H. Rockwell STOFLRIVES LL-P 600 University'Street, Suitc 360Q Seattle, Wasliinb ozi 98I0:1-:1(l9 2007092 1U01 92 Loan No. 88742 FIasY AMERICAN asae iei,ee PAGE al OF e23 14:.(SP,4CF KING COUNTY . WA ABOY-r 11AW FOR RE ORMR'S USE QIVL }) CONSENT TO TRANSFER AND LOAN ASSUMPTION AND MODIFICATION AGREEMENT ' AN (King County., Washington) 077, Reference number.of related,docurnents: 20030122001043; 20030122001044 GRANTOR:. PETRO BENSON LLC FRED MEYER STORES, INC. GRANTEE: TRANSAMERICA LIFE INSURANCE COMPANY ABBREVIATED LEGAL DESCRIPTION: Lot Z King ,County BLA No. 20074822900006, %, NE , NW '/4 Scct. 32-23-5. King County, Washington. Complete Iegal description is on Exhibit A-of.this — document_ ASSESSOR'S TAX PARCEL NUMBER: Portion of 322305-9016-03 1 SeanFe-338219L2 0027988-00533 CONSENT TO TRANSFER AND LOAN_ ASSUMPTION AND MODIFICATION AGREEMENT THIS AGREEMENT is ,made and entered into dais .- /__ day of September, 2007, by and among PETRO BENSON.' LLC,; a Washington limited liability company (the "Original Borrower'), GFORGE R. OSBORNE, JR.,..a single rnan, and FLUNG B. HALVORSON, a married n)an (the. "Original Guarantors".), ;;FRED MEYER STORES, INC., an Ohio corporation (the. -"Assuming Borrower'), -< THE 'ICROGER CO., an Ohio corporation (the "Assuming Guarantor"), and TRANSAMERICA LIFE INSURANCE: COMPANY, an Iowa corporation, its affiliates; suceessors and assigns fthe "Lender"). l>tFUTALS A_ To evidence a certain loan (the "LoaW ), the Original Borrower has heretofore executed and delivered to Lenderits.Secured Promissory .Note dated January 22, 2003, in the original principal amount of Twenty-three Million Two Nundred.. Fi#fly. Thousand Dollars ($23,250;000) (the "Note ") The Note is secured or guaranteed by (i) a Deed of "]gust;' Security Agreement and Fixture Filing of even date therewith recorded. with the'Dopartment of R-ecords for King County, Washington, on January 22, 2003" as Document No: 20030122001093 (the "Deec1 cif Trust') encumbering certain real property the "Real Property') located in said County and Slate, -as more particularly described in Exl ihitA attached hercio and certain personal properly as more particularly described therein (collectively, the "Property'); (ii) an Absolute Assignment of Leases and Rent$ dated of even date therewith (the "Rent Assignment") recorded 'in .said County and State on January 22, 2003,.'as Document No. >200'012-2001044; in which the leases of and rents derived from any portion or all of the Property are assigned. to Lender; (iii) a UCCA financing statement filed with the Washington Secrelary_..of State's Office on January 22, 2003, under Filing No. 2003-022-6382-4 (the "Fiiiancing Statement'); and (iv) a Carveout Guarantee and Indemnity Agreement dated January 22, 2063, executed by the ,Original Guarantors (the "Guaranty')- The Note, Deed of Trust, Rent Assignment, Guaranty and all other agreements, lease subordination and nondisturbancc agreements; certificates ar d envtrc>nrnexttal and other indemnities, including the Environmental Indemnity :Agreement dated,.Jaiwary 22, 2003, executed by The Original Borrower alyd the Original. Guarantors (the "Environmental Indemnity'), executed in connection with the Loan are hereinafter collectively referred, to as the "Loan Documents," and the Deed of Trust, Rent Assignment and any other docurt)ents executed to secure the Loan are collectively referred to as the "Security Documents." B_ The Assuming Borrower desires to acquire the.: Remaining-PArcel (defined below) from the Original Borrower (the "Acquisition") and assunfe the Loan (the ".Assumption") subject to the lerms of the Commitment Letter (deftned .bellow).• -2- Se ra t-3382141.2 0027988-00533 C Pursuant to the terms and conditions contained in that certain commitment for release. of collateral and assumption of the loan dated July 3, 2007 (the "Commitment Letter"). between the Original Borrower and AEGON USA Realty Advisors, hic., as exclusive servicing agent for the Lender, the Original Borrower has requested the consent to (i) the Acquisition and..Assumption, (ii) a lot line adjustment (the "Lot Line Adjustment") and release of approximately 71,478 square feet of the Real Property known as Lots X and Y of Icing County Boundary Line.,.Adjustment No_ L07L0040 from the Security Documents (the "Partial Release").. leaving Lot .Z -(the ."Remaining Parcel") encumbered by the Security Documents, and (i i) concurrently wiih the. Acquisition, Assumption and Partial Release, termination ofthe existing lease. of a: portion of the Property to Assuming Borrower (the "Lease Termination") D. Lender has agreed to afford its consent to the Acquisition, Assumption, Lot Line Adiustment, Partial Releasc and Lease ` en—nihation tout only upoi2-the terms, covenants and conditions herein contained. NOW, THEREFORE, in consideration of the premises,: the mutual covenants and agreements hereinafter set forth and other goo&and valuable consideratiptis, the receipt and sufftciencyofwhich are hereby acknowledged by lhe� parties bereto,at is agreed as follows: AGREEMENT I . Confirruation of Loan_. All of the Loan Documents are hereby confirmed by the- Original Borrower and the Original Guarantors as being in full force and effect and the Original Borrower and the Original Guarantors acknowledge that they have no defenses or offsets to any of their obligations thereunder and that the Lender has perforfned all of its obligations to this date._ The -parties hereto confirm that following Lender's -application to the Noie balance. of: Original Borrower's payment of the installment due on September 1, 2007, the principal balance of the Loan was .Nineteen Million Nine Hundred Sixty Thousand Four Hundred Thirty. -three and 7.81100 Dollars ($19,960,433.78). 2_ Lender's Canserrt. Subjgct .to the satisfaction of all of the Closing Conditions referred to below and ?he terms'of this Agreement, the Lender consents to the Acquisition, the Assumption, The Lot Line Adjustment, the. Partial Release, and the Lease Termination. 3. Assumine Borrr►rveir's Assumption. The Assiftnirig.Borrower hereby assumes and agrees to pay and perform all of tlic Original Borrower• s uuperformed past, current and fixture obligations evidenced by the Loan Docunents and this Agreement as and when due. The Assuming Borrower agrees with the Lender that this assumption specifically includes, without limitation, all of the Original Borrower's :covenants and ilidernnities regarding the Remaining Parcel, its duties to any tenants thereof and its obligations under any current and future reciprocal access and parking easements relating to The Remaining Parcel as well as the Obligation to repay the Loan. -3- Seat[Ea33$2191.? (1OL"19ti}S-U0533 - - 4. Assumption Fee_ As additional consideration for this Agreement, the Original Borrower shall pav to Lender an assumption fee (the "Assumption Fee") in an amount equal to one percent (]%) of the outstanding principal balance of the Loan as of the Closing Date (defined below). The Assumption Fee shall be due and payable concurrently with the executign of tlris Agreement by all parties, is nonrefundable and is in addition to all other amounts evidenced by the Note and other Loan Documents. The Original Borrower has paid to Lender a iloirrefilndabie good faith:'deposit in the amount of Thirteen Thousand Dollars ($13,000) (ibe "Deposit"), which, upon the closing of the Acquisition and Assumption, shall, at Lender's option; be.credtted against citiier the.Assumption Fee or costs and expenses for which the Original Borrower is responsiblc..In the.;event Lender's actual incurred costs and expenses exceed the amount of{he Deposit, iOribinABorrower shall be responsible ti)r reimbursement to Lender of all arrlc?ants inexcess of the Deposit:., 5. New Paytneirl Guarantee. The Assuming Guarantor shall deliver to Lender an unconditional, unsecured. continuing and full recourse guaranty of the Loan and all of the Assuming Borrower's obligations under the Loam. Documents .and this Agreement (the "Payment Guarantee-). The Payment Guarantee shall be in the form prescribed and commonly employed by fender. b: Release of Original Borrower and^ Original Guarantors. Upon the comptotion of Lhe Acquisition and Assumption and the satisfaetion_Rf all of the Closing Conditions, and except for any obligations under the Loan Documents that become due prior to or arise out of the circumstances or conditions existing as.of the Glosirig Date,.and.cxcept for any criminal or tortious conduct, intentional misrepresentations or"fraud, or any waste or environmental contamination of the Property caused by the Original --Borrower or the Original Guarartors. their. agents -or employees or otherwise existing as of the' ..date -this. Agreement is recorded (the "['losing Date"), the Original Borrower and the Original Guarantors shall automatically be.released. from any fin -then liability under the Loan Documents. The Original Borrower and the Original Guarantors. hereby acknowledge and affirm their continuing liability under the Loan Documents for all obligations thereunder that arose, became due prior to or arise out of circurstances or conditions existing as of the Closing Date- 7- Retease,nf Lender_ As' part of the consideration for this Agreement, the Original Borrower, the Original .Guarantors, the Assuming Borrower and the Assuming Guarantor hereby each acknowledge drat they`Irave no claims against the Lender in connection with the loan, the Acquisition, or the Assurrrption and release.1he Lender froth, and covenant not to bring any suit against the Lender for.. any such: claim based on any facts existing prior to the Closing Date, 8. Continuation of Security. The Security Tloculnents shall c©ntimie.to secure the entire principal and interest of the Note, the other obligations stated in -the Security Documents, the Assumption Fee and the Expense Reirnbursemerits referred to below- Th,c Assuming Borrower acknowledges that it is acquiring the Remaining Parcel subject. to .the Security Documents and hereby grants to the Lender as additional security for the moan a secur4y -4 Seanle-3382191 2 0027988-W533 interest in all of its personal property and intangible property, and the proceeds thereof, (excluding any inventory and the proceeds thereof) which are or hereafter become located upon, derived from or used in connection with the Remaining Parcel and all replacements, Accessions and additions thereto and proceeds thereof as described in the Deed of Trust. Said security interest and the Lender's rights with respect thereto shall be governed by the terms of the Teed of Trust, which for such purpose are incorporated herein by this reference, and shall be perfected by the filing of an'arnendment by the Lender to the existing Financing Statement, or at Lender's election, a new financing. statement in which the Assuming Borrower is identified as the debtor. 9. Modilkation of Nole. Corrcurrentiy herewith, Sections 12 and 13 of the Note are hereby deleted their entirety and Section 12 is replaced with the follo-a ing: 12. Recourse to Borrow-er..The Lender.shall have full recourse to all assets of the Borrower for repayment of the. Indebtedness eyidenced"by this Note- 10. Modification of Deed of Tryst_ The parties hereto acknowledge that the Acquisition and Assumption by Assuming Borrower constitute the ©ne time -transfer permitted under Section,14.1 of the Deed of Trust. Accordingly, Section I4.1'o the Deed of Truk shall be deleted. For purposes of applying the term "Permitted Control-Group.Members' in Section 14.2, such tgrm shall mean any person or persons authorized .-to act on behalf bf Assuming Borrower. Section 21 of the Deed of Trust shall be deleted to conform to the revised provisions of Section 12 of the Note as stated in Section 9 hereof. Section 6. I R of the Deed of Trust shall be modified to the effect that as long as the Assuming Guarantor is.a reportirkg company under the Securities and Exchange Act of- 1934 as of the end of any fiscal year, their the obligation of Assrtrning Borrower to provide financial statements shall be waived. Section 7 of the Deed of Trust shall be modified to the effect that so long as Assuming Borrower is the Grantor under The Deed o.f.Trust, Assuming Borrower shall have the right to self insure in lieu of obtaining the insurance coverages required provided that Assuming Borrower has and maintains a net worth of at least One I lundred MJIllion Dollars ($100,000,000)- Any self-insurance shall be deemed to contain all of the Ierms.and: Conditions applicable to such insurance as required in said Section 7, including; -without limitation," the granting. of the Lender rights as mortgagee (in respect of property coverage) and.as.additional insured (41 respect of casualty coverage). 11, Representations of Assuming Borrower 11.1 No ProhibitedTrTransactions. Assurnirig Borrower represents to the Lender that (a) Assuming Borrower is not an "employee benefit plan" within the meaning of the Employee Retirernent Income Security Act of 1974, as amended ('EW- A'°); that is subject to Title I of ERISA. a "plan" within the meaning of Section 4975. of the Werrtal Revenue Code of 1986, as amended (the "Code"), or an entity that is deemed to hold "plan assets" within the meaning of 29 C.F.R. §2510-3-101 of any such employee benefit plan; or (b) th6imtering into of the Loan Documents, the acceptance of the Loan by Assuming Borrowerand the existence of the Loan hill not result in a non-exempt prohibited transaction 'under §406 of"EfiISA -or -5- Seattle-338219E .? 0027998-"33 Section 4975 of' die Code. Assuming Borrower further warrants and covenants that the foregoing representation will remain, true during the terra of the Loan. 11.2 Prohibited._Pcrson Cornnliance. Assuming Borrower warrants, represents and covenanis drat neither Assuming Borrower nor Assuming Guarantor nor any of their respective affiliated entities is or. will be an entity or person (i) that is listed in [tic Annex lo. or is otherwise subject to the provisions.of Executive Order 13224 issued on September 24, 2001 ("EQI3224'°), (ii) whose narne appears on. the United States Treasury Department's Office of Foreign Assets Control ("OFAC") t-tosi current.: list of "Specifically Designated National and Blocked Persons (which. list ..may be published from tin)c to time in various mediums including, but not liruited to, the O AC website,.http-www.treas.gov/ofac/tI Isdn.pdf), (iii) who commits, threatet+s to commit or supports "terrorism", as that tenn is defined in 1~0 13224, or (iv) NA-ho is otherwise affiliated with atiy entity or person listed above (any and all parties or persons described in subparts [i] - f iv] above are heron referred to as a "Prohibited Person"). Assuming Borrower covenants and agrees that neither Assuming. Borrower nor Assuming Guarantor nor any of their respective affiliated entities �vilI (i) conduct any business, nor engage in any transaction or dealing„with. any Prohibilo Person, including, but not limited to, the making or receiving of any contribution of funds, goods, or services -to .or for the benefit of a Prohibitel:Person, or (ii) engage in or conspire tti engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate; any of the prohibitions set forth in E013224_ Assuming Borrower frirther covenants and agrees to deliver (from time to tithe) to. Lender any such certification or other evidence as may be rcasonzlblyregNested by Lender confirming that (i) neither Assuming Borrower norAssbtnirig Guarantor is a.Prohibited Person, and (ii) neither Assuming Borrower nor Assuming Guarantor has engaged in any business, transaction or dealings with a Prohibited Person, including but not limited to, the making or receiving of any contribution of funds, goods, or services, to -or for the benefit of a Prohibited Person: .12. Assumine Borrower's Address. From and after the Closing Date, the Lender shall send all notices it gives to the Borrower under the Loan Documents to the Assuming Borrower at the following address: Fred Meyer Stores, Inc. 3900 &E 22"4Av.enue. Portland; Oregon 97202 Attn: Dob Currey -Wilson, Vice"Pice iderrt Facsimile.No. {503) 797.3539. . 13. Assumine Guarantors' Address_. From and after the Closing Date. the Lender shall send all notices it gives to the Assuming Guarantor under: the: Loan Documents to the following address.- Seattle-338219L2 0027988-00533 The Kroger Co. 1014 Vibe Street Cincinnafi.Of] 45 202-1100 Attu: General Counsel Facsimile No. (S 13) 762-4935 14, Expense Reitz burserttcnts. The Original Borrower shall rcimbusse the Leader upon'demaitd for all title premiums, titie.seareh charges, escrow fees, documentary stamps, intangible taxes, recording fees and otlier costs,. expenses and attorneys' fees incurred by the Lender in connection with this Agreement or the satisfaction of any or the Closing Conditions (the ".Expense Reimburseneeitis'')_ regardless of whether the Acquisition (,,r Assumption contemplated try this Agreement arc'consu.mrnated. 15 Conditions. to Closing.. Noire .of the Lender's consents or any of the modifications to the Loan evidenced by this Agreement shall be effective unless each of the following conditions (the "Clnsl!ng Conditi)ns") is satisfied on or before September21, 2007, or such later date as the Lender may agree to in writing in. its sole arid absolute discretion: A. there exists no Default.under any of the Loan Documents, nor. sloes any fact or circumstance exist which will become such a Default with tfie :giving of notice or expiration of any applicable cure period: 'B_ the Lender's receipt and approval of a hire and correct copy of all of the executed. documents by which the Acquisition is being effected, including, without limitation, the purchase.:and sale agreement of the Property, special warranty (feed and assignment of the landlgrd's iriterests in"the teases of Tile Property; C.: -ahe coal nuing accuracy and completeness of all of the information provided-Io the Lender regarding-(i) the purchase of the Property by the Assuming Borrower, (ii) the Assuming Borrower's assumptioj of the Loan, (iii) the ownership structure, financial condition and principals of,the Assuming Borrower, and (iv) all documents, materials and representations made with respect to any of the foregoing; D. the Lender's receipt and approval of all plat maps, documentation and agreements required by Lender in order for the Original Borrower to effect the Lot Line Adjustment of the Real Property; c hjch documents shall be subject to Lender's review and approval; E. the Lender's receipt and approval of two (2) copies of' any updated ALTA survey obtained in connection with the Acquisition, which siirvey shall be subject to Lender's review and approval; 7 Sean 1c-3382 F 91 2 0027988-(1053 3 F. the Lender's receipt and approval of one (1) copy of any environmental site assessnients, reports, inspections or related studies obtained in corulection witil the Acquisition, which documents shall be subject to Lender's review and approval; G. the Lender's receipt of this Agreement without modification executed by the Original Borrower, the Original. Guarantors, the Assuming Borrov,,er and the Assuming Guarantor: fl. the sender's receipt and approval of a rcx iprocal easement agreement (the "Reciprocal, Easement Agreeriient"). which provides for mutual access, utility, and parking casements (the ".Iaseriients'') betweeia the Retraining Parcel and the portion of the Real Properly released - from the Decd of Trust (the "Released Parcel") pursuant to the Commitment .Letter; L the -Lender's receipt of a modification of tie Deed of Trust executed by the Assuring Borrower (the 'Deed of Trost: Modi€ieaWn"):reflecting the revisions agreed to in Section IO bereof and drat adds the Easements to the Remaining Parcel encumbered thereby; J. the Lender's receipt of the Payment Guarantee duly executed by the Assuming Guarantor; K. the Lender's receipt of UCC searches on the Assuming Borrower which reflect no existing :financing statements that would encumber any interests of such parties in any of the Remaining Parcel other than Lender's security interest. L. the Leader's receipt of the Assumption Fee; M. the"Lender's receipt of the Expense Reimbursements; 1'. --lie Lender's receipt of a copy of the recorded Lot Line Adjustrent and related documents- O. the Lenders. receipt of a .-fully executed copy of' the agreement evidencing the Lease Terinination; P. the Lender's receipt of -title insurance endorsements in form satisfactory to Lender that reflect the release of the Released Parcel from The Deed of'Trust, the addition of the Easements to the property encumbered -by the Deed of Trust, the legs) subdivision of the Remaining Parcel, and such other matters that I;ender requires, including the priority of the Deed of Trust over any option to purchase the Remaining Parcel granted to the owner of the Released Parcel and which insure the continued validity and first lien priority.of.the Deed of Ti-tist against the Remaining Parcel as security for the Loam as of the date and time the (Iced effecting the Acquisition is recorded showing fee simple title to the Remaining Parcel vested -8- Straulc 338319I.2 0023988-M33 solely in the Assuming Borrower and containing no additional special exceptions for the Remaining Parcel or the Easements beyond those stated in the original lender's title insurance policy insuring the Deed of Trust- Q, the Lender's receipt of evidence of Assuming Borrower's self insurance in form reasonably acceptable to,Eondcr; R: the Lender's. rccetpmin t of the Assuming Borrow er's federal tax identification number, and address. tefephorie and facsimile numbers and primary contact person for notice purposes-, $.. the Lender's 'receipt of- the Assuming Borrower's third party property management agreement, if any; T- the Lender's receipt of true and complete copies for Assuming 1=3orrower of (i) its articles of incorporation.: filed with. the Ohio Secretary of Slate's office and any amendments thereto, (ii) a certified copy of thesbylaws and' any amendments thereto, (iii) certificates issued by the Secretary of Slate's offices for'Ohio and Washington evidencing its current good standing and (iv) a consent resolution and incumbency certificate authorizing the execution and delivery of this Agreement Find any -documents related hcrOo by a -named individual and Assuming Borrower's assumptionmarld_performance-ofthe. Loan Documents; U- the Lender's receipt of trite and complete' copies for the Assuming Guarantor of (i) its:artreles of incorporation filed with the Ohio Secretary of Slate's office and any ameildmpnts ikiereto; (ii) a certified copy of the bylaws and any.amendmcnis thereto, (iii) a certificate issued�by.the.Seeretary of State's office for Ohio cvidfincing its current good standing, -and (iv) a consent resolution and incumbency Certificate antliorizing the execution and delivery of this Agreement and any documents related hereto by a named individual; V- the Lender's receipt and approval of closing statements in a completed and executed Assuming Borrower's Certificate in the form executed by the Original Borrower for the Loan (the .'.'Closing"C'ertijQeate'); W- the Lender's.. receipt of an opinion of legal counsel for the Assuming Borrower and Assuming Guarantor in form and substance satisfactory to Lender confirming, among other things, the duc existence and good standing of.thc-Assuming Borrower and the Assuming Guarantor and the authority of the persons. execrated this Agreement and related documents on behalf of Assuming Borrower and Assuming Ouarantoir, the absence of- any judgments against or litigation or insolvency -proceedings involving the Assuming Borrower or the Assuming Guarantor, the absence of any conflict between this.Agreement with any internal documents or third party contracts or agreements O,f the Assuming Borrouci and Assuming Guarantor, and the enforceability of this Agreement and. the -Loaar Do.eurnents against the Assuming Borrower and Assuming Guarantor; -9- Seaicle-3382191.2 0027989 00533 k- the Original Borrower's and Assuming Borrower's compliance with all of the financial confirmations and other conditions set forth in the Comtnitrrtent Letter; and Y. the satisfaction of such other conditions and requirements, the execution of such additional documents and the submission of such further information as may reasonably be required by Lender, -including the satisfaction of any conditions agreed to by Original Borrower for the Partial Release. The Lender's consents in Ibis Agreement and any other modifications to the Loan and Loan Docunccnts evide iced hereby sball be deemed :effective upon the recordation of a fully executed copy of this -Agreement. Such recordation shall not; however, constitute a waiver of any then exisling. default or of any Tequireirn.ant-to satisfy a Closing Condition that has not been met unless such waiver is evidenced by ,tinder's specific writlen agrecrnenl to that effect in each instance. Additionally, the Original; Borrower ffhd Original Guarantors acknowledge and agree that they shall remain liable for the Expense Reimbursements irrespective of whether any other Closing Condition is satisfc:d'or the remainder-rafthis'Agreorient becomes effective- 16. Lender's Release and Nondisturbance. Concurt'ently-with the closing of the Acquisition.:.l.ender agrees to release the Releaser )'MO from the Deed `pf Trust and the other Security Documents and shall agree in the. Deed of Trust, Modification that the Reciprocal Easeirtent Agreement will not be impaired by ,any ti-astee's' sale under or foreclosure of the Deed of Trust- 17. Consent Limited., No Waiver. The Leader'sconsent in' ibis Agreement is limited to this transaction only, and Ibis Agreement shall not constitute a waiver or ruodificalion of any terms, provisions or requirements of the Loan Docurrtents'm any respect except as herein. specifically set forth or as otherwise expressly agreed to :by the Lender in writing, including arty conditions to or fees which may be unposed for arty future transfer ar conveyance of the Remaining Parcel or any interest in the Original borrower or the Assuming Borrower or the assumlition:ot the Loan. 18. &jmplied:Modilicatinris. Except as otherwise stated in this Agreement, nothing herein contained shall be considered as modifying, releasing, altering or affecting the Loan Documents, the original pri6n%ty.of the Security Documents, or the rights, benefits, duties or obligations of the parties thereto. ; 19. Attorne r ' Fem. The prevailing party it? any arbitration or litigation concerning this Agreement shall be entitled to be paid its court'costs and attorneys' fees by the party against whorls judgment is rendered, including such costs and fees: as may be incurred on appeal- 20. Assigoments Prohibited- This Agreement may not .be assigned'by the (7riginal Borrower, the Original Guarantors, the Assuming Borrower or the .Assuming Guarantor rn whole or in part, voluntarily or involuntarily (including a transfer to: a receiver or bankruptcy -10- Seartle-3381191.2 0027988-00533 estate), without the prior and express written consent of the Leader in each instance. Subject to .the foregoing, this Agreement shall bind and inure to the benefit of the parties hereto and their respective heirs, successors and assigns. 21. Ti of Performance. Time is of the essence of each and every tenn, covenant and condition hereof. 22waiver of Jury Trial: > ach.of the parties hereto waives any rights to a trial by jury in .any action or proceeding to enfbrce or defend any rights (a) under this Agreement or any Loan Documntt, or (b) arising -.from any lending relationship existing in connection with this Agrcelrl! nt or any Loan Doctiritent, and each of such parties agrees that any such action or proceeding shall be -tried. before a judge and n.Ot before a jury. 23. Construction. This Agreement sha11 be. construed in accordance with the law of the State of Washington -(excluding choice -of -law principles). The. terms of this AgrecnIent have been mutually negotiated with each party haying the opportunity to seek the advice of legal counsel and shall not be construed against any party. The headings in this Agreement are inserted solely for the purpose of convenience and shall riot affect .the interpretation of the provisions bereol: If any portion of this Agreement is held to be invalid by any.'court of competent jurisdiction, such ruling shall not affect the remaining terrns,hereof-tlnless-arid to the extent it includes a specific determination that the fundamental purposes of this Agreement are thereby significantly impaired. The capitalized terms in this Agreement that are riot otherwise defined herein shall have the meanings given to them iti the Loan, Documents. To the extent joint, the obligations of the Original Borrower and the Assuming Borrower are joint and several: -All sums referred to in this Agreement shall be calculated by and payable)n the lawful currency of the United States. The Assuming Borrower's obligations under this Agreement are secured by the,Security Documents and any default under this Agreement shntl constitute a 'default cruder the..l_oan,Documents. 24. Entire At<reeru6t. Except for the Commitment fetter, the terms and conditions of which'shall continue in fi111:force and effect, this Agreement, the Deed of Trust Modification, the, Payment Guarantee and the Closing Certificate constitute the entire agreement and understanding of the partii s.:bereto regarding the subject matter hereof, and no oral understandings, written agreements or representations exist which are in addition to or contradict or expand upon the terms herein set forth- No amendments, variations, waivers, modifications or changes to this:Agrcment ;;hall. -'be effective'.uriless in writing and signed by each of the parties hereto subsequent to:the date hereof. 25, Countergarts_ This Agreement may be executed in -.two or more counterparts, all of which shall constitute but one and the sartic .instniment. The signature pages of exact copies of this Agreement may be attached to one copy to form one complete document. Each executed counterpart of this Agreement shall be deemed an original and.: may, be recorded in any county in which any portion of the Remaining Parcel is located: -I1- - Searle-3392191.2 0027988-00533 IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE;. NO OTHER TERMS OR ORAI. PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY A..NOTHER WRITTEN AGPWEiSIENT. ORAL :AGREEMt TS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR .FROM ENFORCING REPAYMENT OF A DEIST ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. IN WITNESS WHEREOF, the P'a'rties hereto have executed this Agreement the day and year first above written: .-ORIGINAL BORR01YER: PETRO BENSON LLc, a Washington limited liability company By: Printed ltiame_ QRs+ 2. Title: ORIGINAL GUARANTORS_ _ � r 4GEO)r k- QSBQ}tNE. JR- ELLING B- HALVORSON -12- Seati[t-338219L2 OCZ7988- 00533 IMPORTANT: REAM BEFORE SIGNING. TIM TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY RE LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THUS AGREEMENT ONLY BY ANOTHER WRITTEN ACrREEMENT, ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, ORTO FORBEAR FROM ENFORCING REPAYMENT OF A DEI37' ARE NOT ENFOIiCEARLE UNDER WASHING`I'ON LAW. IN WI'fTiESS WHEREOF, the parties hereto have executed this Agreement the day and Yew first above written. ORIGINAL BORROWER: PH RO BENSON LLC, a Washingtow irmted.liability company .Pnrtleci Narr3e: Title: — ASSUMING BORROWER: FRED MEYER STORES, INC., an Ohio corporation Printed Name: ASSUMING GUARANTOR: TH1 XROGER CO., an `Ohio corporation BY= : - Printed 'Name:. Tit] e. LENDFR: TRANSAMERICA L1PE,1NSURANCE COMPANY, an Iowa corporation Printed Name: Title. Thomas i..+t�►:fi¢m_ Vice Prf . -13- Searle-3382191.2 M27988-W533 AssUa%MC, BORROWER: FRED MEYER STORES, INC., an 0136o � corporation r r Printed Name: Title. ASSUMING GUARANTOR: SHE J R CO., Ohio corporation By Printed.Namp = Heldman Title . x culive Vice residehl LFNDER:; :. TRANSAMERICA LJFEMSURANCE COMPANY, an IDWa corporation go STATE OF WASHINGTOI\ ) COUNTY OF _ } On this... 8 day of 2007: before me personally appeared to me known to be the-9-n4.,- Hof PETRO REN N,f LC, the leash ngton limited liability company that e ecu ed the within and forego instnimeni, and acknowledged said instrument to be the free and voluntary act and deed of: said company, far the uses and,, ii3rposes therein rnentioned, and on oath stated that he/she was authorized to execute said instmment oil behalf of said company. IN' WITLESS WI3ERl OF, l have hereunto set my hand and affixed my official seal the clay and year first above wi-Men. .t�.ti.ASigmature: Name (Pint}_T _ �@ A, Larson":-. NOTARY PUBLIC in andToz-'the State Y +��� _ ! �g_�0 ZF-0 - of Washimgtort, residing at e S Tr• - !!� fi r�4„s�����ti„�` �j `� My appoiP.tmont expires: fq ,I►t�li_ i1ASVA\ -ZZ- STATE OF WASH 1NGTON ) )ss. COUNITY OF } On this day personally appeared before me GEORGE R. OSBORNE, JR., to me known to be the individual or individuals described in and who executed the within and foregoing instrument, and ackl-owledged that he signed the sane as his free and voluntary act and deed, for the uses and purposes therein mentioned, Given under my hand and official seal this day of -S . , 2007. L�I�,�t: Signature: ``�wtiti5ll it ; r 'f ----- CT� y Name (Print); Cn NoTARY PllBLIC in and for the State -A',, ��=2 of Washington, residing at :IiEI� 'a7s-tiQ,-'.'Ap= M o6ntment ex ira:_ 3 1.9j� I1 ►AS�AVtX -15- Seattle•3382191.2 G(t2'988-00533 S`fATE OF WASH NGTON ) COUNTY OF } on this day personally appeared before me ELLING B HALVORSON, to me known to be:the individual or individuals described in and mho executed Vie within and foregoing instrument, and 'acknowledged that. he signed the same as his free and voluntary- act and deed; For the us�-s,and purposes therein mentioned. th Given finder whand and offic.-ial seat this V9 day of 2007. Signature-. Name (Print):_CA tYotory = i _ NOTARY PUBLIC ill aril for the State �vbuc f of Waghington, residing at_kt r V [ arm' 4 .�°r ono .£: lily appointment epires: f aO f e n�' �0.� -16- seaWe-33W91.2 G0279E8-OW3 STATE OF COUN OF Th }5s. In this day of�.vL6r 20K before me personally appeared to me known to be The GL�'f FRED MEYER STORES, C-,:the Oh o cQTPOTation that executed the within and foregoing instrument, and acknowledged said instrument to be the free,and voluntary act and deed of said company, for the uses and purposes therein mentioned, and can -oath stated that (s)he was authorized to execute said instruient on behalf.of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official sea] the day and year first above written- OFFIGIAt SEAL ANITA K HARRISON @F NOTARY PUBLIC-OAEGON - MY MISSION GOsaMISSION NO. 409096 EXPfRES AUGUsT 14, 2010 STATE OF ) )ss. COUNTY OF Signawrev_�\ Name (Print). t_a 'A.31 NOT RY PUBLIC in.and f� State of My slap i �ttnenI expiYes-- '%.F�l (D On this.:' day of'.2007 before me personally appeared to me known to be the _ of THE ICROGER CO-, the Ohib.corporation that executed the with. and foregoing instrument, and acknowledged said instrument to be the free and uciluntary act and deed of said company, for the uses and purposes therein mentioned, and on Oath stated that (s)he. was authorized to execute said instrument on behalf of said cot #)ratian_' IN WITNESS WHEREbF; l-have hereunto set my hand and affixed nay official seal the day and year first above written. Signature:: Name (Punt)'. NOTARY PUBLIC. in and for the State of residing at My appointment expires: . -17 SeaNe-3382191.2 0027988-00533 STATE OF COUNTY OF On this day of ---------------------------------- 2007 before me personally appeared to me:known �o be the ot',bRED MEYF STORKS, NC., the Ohio corporation that ti ecuted-tbe within and foregoing instrument. and ecknowledgid said instrument to be the free and voluntary act and deed of said company, for the uses and purposes thereiu mentioned, and on oath stated that (s)he was authorized to execute said instrument on belialfof said corporation, IN WITNESS WHEREOF, I hawebereunto set my hand and affixed my official seal the day and year first above written. Signature - Name (Print): _ -- NOTARY PUBLIC in.hnd for the.State bf , zesiding at My appointment cxolres': - STATE OF }S t ) COUNTY OFi��— } tlr day of , 2007 be p me personally. appeared to nee kn0 to be the �L of THE KROGE R CO., the Ohio corporation that axt cuted the` within and foregoing instmment, and acknowledged said instrument to be the free and voluntary act and deed of said company, for the uses and purposes therein mentioned, and ©a oath stated that (s)he was authorized to execute said instrument on behalf of saidrorlwratirtn_- IN WITNESS WHEREOF, I havelereunty set my hand and affixed my official seal The day and year first above "tteli_' r Y LtNDA. JOFG Name (Print);--- r' _ t otw Po *% State of Ohio _ My Commission Expires t,tovomtrer 15. 2009 NOTARY PUBLIC in and fo the� e St of jl resWing; at �Mb j Cam) \\4 1, 'fir OF'p My appointment &pirr�_ 1 rJ &male-3382t .20027988-MS13 STATE OF IOWA ) )ss. COUNTY OF LfN'N ) On Je J 2007 before me, M Act.• �- /�as� a Notary Public in and br said State;. personally appearedg,•,�s L - Ner personally known to ine (nr proved to me on ` be basis of satisfactory evidence) to be the person whose name 1s'subsc6bed io the within igstn3nlent and zicknowledged that he/she executed the same in his/her authorized capacity as.. the � c� �sr curl of" TRANSAIARRICA LIFE INSURANCE COMPANY, an Iowa corporation, and that by His/her signature on the instn,ment the person, or the entity upon: behalf of which lite person acted, executed the instntment- WITNESS my hand and official .sea]-: -Notary Public in andifor,safd County and State wA �IEfBg rembef r o"04YAVm ts. Zoos ` Seattle-3382191.2 O027999 00533 EXHIBIT A RETUIt I NAME and ADDRESS. David,H. Rockwell Steel Rives UP 600 Ugiver;sity Ave., SvJ.te 3600 Seattle, Was.bingtoa.- 98101 REFERENCE NO. OFRELATED.." DOCUMENT: DOCUMENT TITLE: NAME OF -GRANTOR: NAME OF GRANTEES: Beneficiary: --.. ` Trustee; LEGAL DESCRIPTION':' ASSESSOR'S PROPERTY TAX PARCEL ACCOUNT NUMBER: Scuttle-3363035.2 002798HM6 2007092�.00�926 rIRST AMERICAN Ri 89.00 FRGE001 OF 009 KINGICOUNTY,UA :1ST AM 20030122001043 first Amendme4to . Deed of Trust, Sccunty Agfeernenl and-Fixtbre Filing, Fred'Meyer Sfores,'Tric_ Transamerica Life Insurance Company Chicago Title Insurance Company Lot 2 of King County Boundary Line Adju�tment recorded under Recording Neiinber 20070822900006, being a portion of the Northe st quarter of the Northwest quarter of 5�etion 3�=�3-5 gpmpk,te#gal desedb iun contained in it A attached beretn; Pdt-tiori of 322305-9016-63.," •• FIRST AMENDMENT TO DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING THIS F19ST AMENDMENT is made and entered into this day of September, 2007, by and -between FRED M'1 Y STORES, INC., an Ohio corporation, whose address is 3800:'SE-2e AVenee, Portlaiid, Qrogon 97202, and TRANSAMERICA LIFE INSURANCE `COMPANY, ari Iov�a corporation". ' iri _'ah-office c/o AEGON USA Realty Advisors, Inc., 4333.Etlgewood Raad N.E.; Cedarkalsids, Iowa,�5'2 99-5443 (the `Beneficiary"). leis A. Petro Benson LLC, a.:Washington,-lii-nited-:liability:co` ipany ("Petro Benson"), granted that certain Deed of .Trust, Securify..Agreemenf -and Axti re Filing (the "Deed of Trust") to Chicago Title Insurande Company for. -the beriefit.-of...Bcneficiary on January 22, 2003, as recorded in King County,:_Va' lbington; under::Doetimerit No. 20030122001043, a portion of the real property encumbered by the: Deed of T�eist being`deserjbed in Exhibit A attached Hereto (the "Real Property"). B. Urger that certain Consent to Transfer and Loan;Assumption and Modification Agreement' `by and among Petro Benson, Grantor,..and' Beneficiary:' (the "Consent Agreement")' -Grantor acquired all of the right, title and ii ter�st in..the Real Rr6perfy held by Petro BOnsork and agreed to assume all of Petro Benson's obligations undo the Deed of Trust (collectively; the "Conveyance"). C. In -:connection with the Conveyance, Beneficiary has caused a portion of the real property originally ericurnbered by the Deed of 'Trust to be released from the lien thereof and Graritor-arid Beneficiary have agreed" tq certain modifications of the Deed of Trust as more specifically set: forth_horein,.i D. Grantor..and. Beneficiai:m"desire :o more fully evidence the aforementioned modifications and agreements abd execute these pres�erits. to do so. =A�reernent . I. Grantor's Assumption.:: Grarii4`ackriowledge&..,and confirms :hat it is the sole current holder of fee title to the Real. Property" and has assumed all:' -.of Petro Benson's obligations under the Note and the Deed of Trust.:-` 2. Approval of Easements. In connec'tion with the Conveyance, Grantor has executed and recorded that certain Declaration of Covenants, Conditions, Resi ictions acid Easements in King County, Washington, under Document No_ "Reciprocal Easement Agreement"), in which certain access, utility and parkiiig:.easernerils are established for the benefit of and are appurtenant to the Real Rroperty :Benefciar' Sea l f!e-3383035.2 0027988-00236 1 acknowledges that to the extent required by the Deed of Trust, it has approved the Reciprocal Easeraent Agreement. 3. Encumbrance of Easements. All of the access, utility and parking easements created under the Reciprocal Access. Agreement which are appurtenant to and benefit the Real Property shall be included in the inf.�rests encumbered by the Deed of Trust, and for such purpose, Grantor-bettby grant§ aco.gbnveys to Chicago Title Insurance Company, as Trustee, for :the beiiefrt,�of Beneficiary, afE..of Giianfor's existing and after -acquired interests in said easements; in .trusf, with power 6f :sale for tb'&.purpose of securing the Indebtedness and Obligations. Grantor.=furtliez cav# rtants a6 warrants to Beneficiary that no such interests are used primarily for•�agrieultural p poses,.>apd. that the Beneficiary shall have the right to judicially or noiijudicially _foreclose tfir 13eed of Trust against such interests under any circumstance in which. Beneficiary has. -`such rights against the Real Property. 4. Nondisturbance-ofFasemcnts..: Beneficiary agree.s.:that in the event of any trustee's sale or foreclosure under the Deed, of Trtist pr azIy pnveyance in lieu thereof, the Reciprocal .Easement Agreement shall continue- in fulVTbrce and effect and shall not be impaired thereby, and for such purposes;rthe lien bf the Deed -'of Tustin ereby subordinated to the easc�iieiits, covenants, and restrictions see -forth i'n"tbe Reciprocal',1 asement.Agrcemci7t, but not to q'ny lien created thereby or to any lien resulting froin the entry:`of aiiy judgment against any person as a rkult of any default thereunder and no(to any Fight or aption'to purchase the Real.`Property. Grantor agrees to execute and deliver'to:• 13'en0fzeiary-'a subordination of any such liens, rights 4rrd options to purchase to the Deed of TA st upon Beneficiary's written request. 5.., permitted • Tonsfer• Grantor acknowledges and agrees 'that the Conveyance 'mconstitutes the bne-time.transfer right afforded to Petro Benson under Section,.}4.1 of the Deed dTrust and,such Section is hereby deleted. 6, FQrmJtted C94kol Grou embers. For the purposes of Section 14.2 of the Deed of Trust, ih-e term "1z6rniitted' Control Group Members" shall mean any person or persons authorized to act .behalf of Crrant anor. 7. Einancial Re' oils. 'Sectior 6.l8 of_the Peed;.of Trust is modified to the effect that as long as the Guarantoi.:(defingd:beiow)is a'reporting cprnpany under the Securities and Exchange Act of 1934 as of tfie`end of any" fisi0al year; the.:Grantor shall not be required to provide the financial statements thereiri:referred1o..-' $_ Insurance. Section 7 of the Deed of Trust is mcidifidd"ta provide that so long as Fred Meyer Stores, Inc. is the Grantor under the Deed of Trust, Grantor shall hi ve the right to self insure in lieu of obtaining the insurance coverages:required,proyided that Grantoi-Lhasand maintains a net worth of at least One Hundred Million :Dollars ($lO6rfi00,Ot �0}- Airy: self insurance shall be deemed to contain all of the terms and eonditioris applicable ;`to such: d nrsurance as regr,irc rn said Section 7, Including, without limitation, the grant>ng of the Seal le-3383005.2 0027M8 35 2 Beneficiary rights as mortgagee (in respect of property coverage) and as additional insured (in respcct-of casualty coverage). 9. Recourse Debt. Grantor acknowledges and agrees that as part of the Conveyance; th6 Noi`e.- has been _i�,onvertcd to a full recourse debt and Grantor shall have personal liability thereunder fW the payment and performance of all of the Indebtedness and Obligations; and: i result Eherebf, on 2i of the Deed of Trust is hereby deleted. 10.:. 6uaiantor. ;` Grantor: acknowledgesness . and agrees that the Indebtedand Obligations_ shall be giiaratteed-bi .' `he K±' gj : Co, an Ohio corporation ("Guarantor"). All references to-,Carvedut Obligors in the DWd gf:Trust are hereby replaced with Guarantor, all references to Carvcout.ObligationOn the-IIeed of Trust are hereby deleted, and all references to Carveout Guaranty and Indemnity afe hereby replaced with the Payment Guarantee executed by the Guarantor in conrl[E660171 with Grantor's`assurnption.of the Loan, 11, No Implied Modi_fi6tions.All of the terms? covenants and conditions set forth in the Deed of Trust which are not expressly modified by this Amendment or superseded by any statements, covenants or warranties given._,by„Grantor or; Gua6itbr.:_in any document provided'to Beneficiary as part of the Conveyance sh ill. -continue, in fill fprce and effect 12. ; Construction_ All of the capitalized terms in this Amendment which are not otherwise ,defined herein shall have the meaning given td them in the -Diced of Trust_ 13. Entire A reement. This Amendment constitutes the entire agreement of Grantor and Beneficiary with,.se&pect to this modification of the Deed of''Tr6st_ nd shall be read in conjunction with the Consent Agreement, the Closing Certificate and the Payment Guarantee ' Oeliverea to Beneficiary. in connection with the Conveyance. No arnendrgl nts, variations, waivers, modifications, or changes to this Amendment shall be effective unless evidenced in writing -and executed by: each of= the parties hereto. 14. P_xeQution igin .Count ts. This. Amendment may be executed in counterparts, both of which shall...cons'iiWte bit one and the same _instTument. The signature pages of exact copies of this Amendment may. be; attached to one Dopy_ to form one and complete document. Each executed counterpart.. of hIs =Amendment shall:'be:--deemed an original and may be recorded in any county in which the )Keal-Property.-is located. ' STATE OF ' ) COUNTY OF lw-cmia"' I}' D this , , da trf September 2007 before me erso 11y ap eared . ,::to zee tcnown to be:the -5f FRED MEYER 40�M, INC., he Ohio.Corpaiation that executed the within and foregoing instrument, and acknowledged 'saidlinstn menf to be'the free aiid voluntary act and deed of said corporation, for the uses and purposes therein mentioned,'and onoath stated that (s)he was authorized to execute said instrument .on behalf of said eorporation:-" .. IN WITNESS WHEREOF,,I haze he'reunto seumy hand..apol ffixed my official seal the day and year first above written_ Signatu �.0 OFFIGIALSFAL l , , AMIT A K HARRISON I NOTARY PUBLIC ORE60Nr ? g0MMI8SiON NO.409096 l MY'COMMIS81ON EXPIRES AUGUST 14, M V NOTARY PUBLIC In and.f lie State of / , resld2ng at eGjb�j My appnt expires: Seafile-3383035.2 0027988-00236 EXHIBIT A Legal Descrintion of Real Pronert PARCEL A; LOT Z KINGCOUNTY;-BQUNDAR.Y'LINE ADJUSTMENT NO. 1,071,0040, RECORDED uNDER REGORIING NUMBED 2007082290000b, ITT KING COUNTY, WASHINGTON. PARCEL B... THOSE CERTAIN NON-EX4tjS" EASEMENT RIGHT_ S FOR INGRESS AND EGRESS, PARKING AND UTILITIES, AS,.: -ESTABLISHED B:Y DECLARATION OF COVENANTS, CONDITIONS, RESTRICTIONS AND EASEMENTS RECORDED UNDER RECORDING NUMBER Charter Avenue & Cottage Grove Rd Bloomfield, CI 06002 - Goode Maps Page 1 01 1 Address Cottage Grove Rd & Charter � Get Goagle Maps an your phone G 0 Ave Tr xt the word-GMAPS" to 46645 3 Bloomfield, CT 06002 UJx,ton:,wy Md! o-5 et a �€Ad Si15 E �atk s p�:. 11i+ 3'. j $ai dWltd-fi 'IiVB - ,'•,4t f CMac a 189 vrOve, s. Gnirage Gamre iitl 21$ t St 86net#icl Lo€IRirl Gluh '_- Gdletie'? , � �!'Cemetef�/j:. � A. ro,' EilEra i Its 57 a Wamparw ag 278 s t8S Univers y !{el! x 1$g nF Hartrorzf kr _ 1$7 rn Golf CliAb t _ _ a- vESL�14,r L1fkrvEf�rj',O1 � - College E '� I I I -f SrK Connech..ri [,reatr /< r..•:. 'P ;- . a Hartford "Aslium Ave fb ay ,�E1Ezaf�6th � va' http://maps. google_corn/maps?f=q&hI=en&q=Charter+Aveinue+%26+Cottage+ Grove+Rd... 5/20/2008 f 20070921001927 FIRST Al9ERfCAN COV 127-e@ PAGEeeI OF is AFTER RECORDIIiiG MAIL TO: e8/21/2007 14.20 KING COUNTY, IlA Name Fred Meyer Stor(�5, inc:.. !Address Att`ri: Law Department :04002/23C City/:State .3800 SF .2r' Avende' Portland, OR, 97202 Document Title(s): 1. Declaration of Covenants, Cond:rtions, Restrictions and Easements Reference Number(s) of Documents .Assicgned or released: Grantor(s): 1. Fred Meyer Stores, Inc., an Ohio corporation 2. Trimark-Borth Benson, L.P., a Washington lAited partnership Grasitee(s): /`fair' 30;7Zg.5;— 1.: Fled Meyer Stores, Inc., an Ohio corporation 2: Trimafk-Notth Benson, L.P., a Washington limited partnership Abbreviated l-egaf bescripborr:. - Lot X, Y and Z, :KC PLA L071-0040, 20070822900006. Tax Parcel Num' ber(s):,:, 322305-9016-03;.322305-9063-05, 32230�-9065-63 t X ) Complete legal description is on page 32 of document 1 am requesting an emergency nonstandard recording for ar< additional fee as provided in RCW 36.18.010. 1 understand that the record=ng processing .req irements :may cover up or otherwise obscure some part of the text of the origincil. 00cument._ Rdurn Address: I.Fed Meyer Stores, Inc. Atta.- Law Department — 04002-23C 3 340 S1 22" Avenue I'oitlmd, Chegon 97202. DEC1 ARA;I-ION OF COVENANTS, CONDITIONS, RT STRICTIONS AND EASEMENTS By FRED MEYER STORES, ING, an Oblo Corporation and TRIMARK-NORTH BENSON, LT..,, a Washington limited partnership Concerning. property located in Renton, Washington in the 'Shopping Center Commonly Known as North Benison Center TABLE OF CONTENTS ]JEP{NITl0NS............ -----------................ --............................ | / '3] Anchor Store ... ------.............. L2 Building Area ........ ........... —....................... .............. ......................... | DuHJix�6nvolnpr-�----—_................... -- ...... -----...... 2 2 ` 2 `~ Current `"""'`"--..... ---....................... .................. �—'T--~'!/ 4-4 Exclusive Use .... ....... ........................ -----�--�_—, 4.5 Coo�jomn---------..-------...... — . . �./ 12 13. 14 ...ACCE-PTANCE OF RESTRICTIONS... •. ...................- - ......12 MAINTENANCE OF COMMON'' AREA ....... ....... _._ ......... _ ...... ............ .12 6.1. Appointment oflrlmaa'k as Initial Maintenance Directorr ........................12 6.2. Maintena7icc'Standnrds........................................................... .................13 6.3 "Iax�s..........:..... =...... ........................ ......... ......._........................ _14 6.4 Maintenance Dirrctor................................................................ 14 6.5 ` Reimbursement of Maintenance Director.,__ ......................................... 15 UTILITY EASEMEN 1_S. ...._...............---- - -- ................. ....-----.----....19 7.1 Grant of Utility Easements_...,_._ ..:- ........ - ---19 7.2 Tern -is of Utility Easements, ....................... :..............................20 7.3 Storm Drainage.....:.....:........::............:.............:...:...... ....---......_.. 20 ALTERATION OF COMMON AREAS. 1 lJl.LDING AREAS AND BUILDING ENVELOPES ............... ..........._..................... ;:::_,......... .......... i2o 8.1 In "General ............. ........... .,.:=.•-..:......---.., .20 8-2 , :,Required by Governmental Authority...;`.........:........:.........-..-:.-.-:.....--...21 S 3 Relocated Common Area ................... . . HAZARDOUS SUBSTANCES.--__ ............... ....................... ........................... 21 CON DEMNATl.ON.......................... .............. .......-..-........ ........... ..._:.....,....... 22 INSURANCE ............ .....::..::`..'.:.................................. 22 DEFAULTS ............................ ........... ................. ........................... 23 12.1 Derau ts..:............ ........ :.................. - ....... --- 23 12.2 Injunctive Relief ................... :................. :................... ........................... ...23 12.3 Owners' Rights of Self Help ..:.......I ...... .-. 12.4 Effect of Default,ur lion -.Use .......................... ..:.....,...-----.---................. .....24 TERM..................................................... ::.. 24 GENERAL PROVISIONS ..............::........:............. `......_......:.::... ........ 25 14.1 Status of -Title: Property Taxes..... ..................:....::......:.....:....................2.5 14.2 Protection of Rights of Mortgages......: .......:..... .....:............... ...:_:„..-...... 25. 14.3 Waiver_ .................... ........... ............-..... ...........25 Attorneys' Fees ............. ...... -- 25 14-5 Indemnity .............................. ii ?5 .. 14.6 Entire Agreement ............ - ......... ..................... ..... - .................. ... . - ...-26 1.4.7 Governing Law ............. ........... ............... . ................................ 14.8 Status Certificate, Infoi-n3ation ... ............ I . .................... ........... 26 —.14.9 Notices ............. .................................... .................. ........ 26 14.10 Amendments ......... * ........................................ ......................... ......... ... 27 .14,11: Effect of Declaration:M ... .............. ............................... ....... ... 27 11:12 Su6'essofs a.ud' Assigh s.. ...... ... ... ...... -28 14.13 Meet of ........................ ........28 14.14 Not -a PubfidDedicAtion- ..... .......... I ....... ........ ........ .................. 28 14-1.5 NO ......... ................................... ..........28 14.16 pr v4I Righb,.Lii :.Fxe�cise of Ap o imitation of Claims .................................29 14.17 Siile ...................... - ........ ............ 29 14-18 Third Party Beneficiary Rights............ ......... .................... .................. -29 14.19 Force Majeure .......... ..... ........... ....... ............................... 29 14-20 Interpretation.,......._....: ...... .......... ............... ...... 29 EXHIBIT A.- Legal Description of Fred Mieyeil?arcel EXHIBIT B . Legal Desciiption of Trimark Parcel EXI 11131T C - Site Plan EXH1131T D.- Fuel Station Location EXHIBIT-E -:Schedule Of MaintC.13311CC Costs Sharing Ratios SC.BEDULE 4.3 -Current Tenants SCHEI)-ULE4.4 Ten -ant Leases with Exclusive Use Clauses DECLARATION Ot COVENANTS- CONDITIONS_ RESTRICTIONS AND EASEMENTS This DECLARATION 01, COVENANTS, CONDITIONS, RES`IM-171ONS AND EASEIVIEN.TS`(the "Declaration") .is,tnade this _Zj day of � , �.•, � _- - _ . -, 2ti0i7 .by FRED..MEYEP, STORES, INC., an Ohio corporation (referred to as "Fred Meyer")and TRIMARK=NORTH BEKSON, L.P.. a Washim2lon limited partnership (referred to:as "TrUnark"). RECITALS A. Each o0he Parties ows ascertain parcel c=r parcels of land Iocated in King County, State of Washinerton, (collectively, the "Property");`Which Property is more particularly described on Exhibits:A and B. respectively, and'is show❑ on the site plan attached as Exhibit C (the "Site -Flan"). B. The Parties intend to operate their -respective portions of the Pmperfy as a retail shoppiz g.,compfex known as North Branson Center (the "Shopping Center") in accordance with certain covenants and agreeinertts, and to grant to each other certain reciprocal easements in their respective portions of the Property. AGREEMENT NON_ TI-IEREFOR.F, the Declarant hereby declares, agrees;`covenanls and consents iliat afl :of the.-1°ropti—ty shall be field, sold, leased and conveyed subject to the following easements. restrictions, covenants and conditions which are imposed oil the Propel't;t-orportlons thereof and Wich shall run with the land and be binding osz and inure to the benefit of all'Taities braving_ pity right, title or interest in the Parcels or any part or portion thereof, their heirs,.successars and assigns, for the purpose of development and operation of the PmxIs''in n iritegrated shbppfng center and to protect the value of- such Parcels. Further, in consideration of the premises and the easements, conditions and restrictions hereinafter set forth, the Parties do hereby agree as follows- 1. DEFINITIONS. The followingterrris.shall Have the n►eaninas set forth below.- 1.1 "Anchor Store': A retail store ccintairtiiig at:least-150,000 square feet of gross building area. 1.2 "Building Area": All those areas on each Parcel'on whicb-build' or other commercial structures have been constnieted or are constricted in accordance with : this Declaration, together with any drive -through lanes, outdoor play areas andior eating areas, and outdoor sales areas shown on the Site Plan. ]: 3 "Building Envelo e` "I he area on each Parcel approved I -or use as BIHWITT Area (which for the purpose of this Declaration shall include any appurtenant cartopies, supports, loading docks, truck ramps and other outward extensions). A Pareel's Buildup Envelope may be larger than the Building Area that is or will be pertnitted on such Parcel:vnder the. provision's of this Declaration or tinder applicable land use regulation. s� the purpose of the Building Envelope is to identify the portions of each Parcel that may contain Bttilding.Area. 1 .4 "Conntrion Area": All those areas on each Parcel which are not Building Areas Canopies which extend over the Corrifttoi) Area� together with any columns or hosts supporti6 the same, shall be deerncd to be a part of the building to which they are attached and not a part of the Common Area.: 1.5 "Cotninon Area Irripruvenrertts":.AII improverwnts in or to the Common Area which will be or may be constructed under,the ti-rrns of this Declaration which would he part of the Common Area, including, withouf limitation,.'all perimeter sidewalks, and all Common_ Area improvements constructed from time to tilne 0 replacenient of or redcsign of such improverments pursuant to this Declaration. l .6 "Declarant": hied Meyer and Trimark, and their successors and assigns as #ee owners (or Prime Lessee) of the bred Meyer Parcel and the,Trirnark Parcel, respectivly. l 7. "Eakeiifent Areas": Collectively, the Common Area.and the Utility Easetrient Area-. .1_8 "Fred Meyer":.Fred Meyer Stores, Inc., and its successors and assigns as fee owner or lessee under a Prime Lease with respect to the Fred Meyer Parcel or portion thereof. At such trine as Fred NLeyer no'long owns or no longer is the lessee under a Prime Lease with respect to the Fred MeyerNreel or portion thereof (or at Fred Meyer's option, such earlier time as the Ffed Meyer Parcel sliall.tie.conveyed by Fred Meyer to a third party), all references in this Declaration to bred Meyer arid. all rights of approval or consent held by bred Meyer shall refer, instead;: to (and.be exercisable solely by) the fee owner or lessee under a Prime Lease to the Fred Meyer Parcel: l.4 "Fred Meyer Parcel": The real property 'de�cribed on Exhibit A. In the event Fred Meyer conveys less than all of the Fred Meyer Parce€, that portioja,of the Fred Meyer Parcel retained by Fred Meyer shall be the Fred Meyer Parcel airless Fred Meyer designates a particular portion of the conveyed Fred Meyer Parcel as the.Fred Meyer Parcel_ 73l the event Fred Meyer conveys all of the Fred Meyer:Pi arcel in p)ultiple parcels to more that) one grantee, Fret Meyer shall designate which pwel shall be & !:real Meyer " 2 i'arcel and if Fred Niever fails to so designatc, the largest parcel shall be the Fred 141cycr P ;reel. In no evcnt shall there be more than one Frcd Meyer Parcel. 1.10 "Non -Anchor Parcel": Each of the Parcels In the Shopping Center other than the Fred Meyer Parcel. l.11 "C);Wners Collectiuily, the owner (or Prime Lessee) of each of the Parcels. The singular terirr `lOwzter" shall'fnean any one of the Owners. 1 .12 "YArcel". The parcels of real property described on the attached exhibits, and any other legally created parcel_ of real property within the Shopping Center, including (without lirnitaYion) a .parcel created by partition or subdivision of a portion of the Shopping Center. 1 A "Parties": Means and refers to 'frimark or Fred Meyer and any person(%) acquit ing any interest of a Party ir; or. to any.po.I i66n of such Party's Parcel, and "Parties' means two (2) or more of the foregoing. . 1.14 "Permitted Pcrsons": Each`.Ownerand its respective siccessors.:and assigns; the employees, representatives, agents; 4ensees, btisiness-ui,sitors, customers and invitees of file Owner; and the tenants of the Owner and employees, representatives, agents, licensees. business visitors, custorners and invitccb of.sucb tenants_ An "Owner's Permitted Persons" and similar terms shall mean the Permitted Persons .whose rights under this Declaration derive from that particular Owner. - 1 _l 5 "brine Lease`': if an Owner of a Parcel sells the Parcel to.at unaffiliated third party in a sale -leaseback transaction or a third party acquires the Parcefand leases all or substaitially all of the: Pareel10-a`former Owncr or a Prime Lessee in a synthetic lease transaction, the:net .lease pursuant to which the former Owner or the Prime Lessee leases the parcel. The "Prime Lessee"'is the ter}ant/lessee under a Prime Lease, and its successors and assigns,. but doe.s not include the sublessees (other than a sublessee of the entire Parcel which is desigi'mted by the Prime Ussec-under the Prime Lease to be a Prime Lessee under the sublease), licensees or concessionaires of the Prime Lessee- 1 15 "Trimark": Trimark and arty successor Owtter of the Trimark Parcel. 1.17 "Trimark Parcel": The realproperty tlescribcd on. the attached Exhibit B. In the event 'Trimark conveys less than all of the Trimark Parcel, that portion of the -I-rimark Parcel retained by Trimark shall be the Trimark Parcekinless Tririiark designates a particular portion of the conveyed Trimark Parectas the Trimark Parcel_ An the event Trimark conveys af] of the Trimark Parcel in multiple parcels to inure than 0be grantee, `.. Trimark shall designate which parcel shall be the Trimark Parcel:and'if Tr mark fai-N to so' 3 designate, the largest parcel shall be the Trimark Parcel. In DO event shall there be more than one'i'rimark Parcel. I.18 "Utility Fasement Area` All areas of the Shopping Center on, over, under or through which -any Utility Line is located and which serves the Owner's Parcel excluslvel� or in cornmon with.the bther Owner's Parcel. 1.19 "Utility Jjhe" or.:``Utilityy Lines` Any power line, water line, sewer line, gas line, communication ]hie or other utility line; service or facility serving the Owner's ParceJ exctusivelY or in common Wth the other Owner's Parcel affected thereby. 2. BUILDINGS AIrrD [:C)_ h10 R1 A5_ 2.1 Type and -Design of. Building. . a. General Standard: Each:huilcJing iri.` ire Shopping Center shall be of first quality construction and arcbitecturally.designed so that its exterior elevations and appearance.(including, without lirnitation, sigrrs.apd color)..wilYbe architecturally and aesthetically compatible and harniouious with all other buildings izt.F ie Sho ping:(ettter, b. Fire Safety. Every building shill be either ecliiipped:with automatic sprinkler cyst€ms which meet all the standards of the IirSurance. Services Of#ice.(or other sh ilar Meal organization having jurisdiction) or shall be constructed in such maimer as not to advetsely:affect the fire rating of arty building built upon an"oth& Parcel. The purpose cif this Section 2.1.b: 'is to allow buildings built on each parcel to ire fire rated as separate and distinct units,'without deficiency charge. t_ Structural ln#e city. NO building shall be built in such a manner as to adversely affect the structural integrity of any other building in the Shopping Center_ d_ JcJ ht..:No portiara of any building on a Non -Anchor Parcel shall exceed two (2) stories or twenty-five (25) feet in height above grade, except as otherwise approved iii writing by Fred Meyer. Such height in the preceding sentence will not in any event exceed the limitations imposed by applicable legal reywrements. C. Curren_ t Buildings, Interior .and'Tenant" Improvements. The obligations and restrictions in this Secti'On 2;I shall not. apply to toe buildings, the improverncnts, and the Common Area Improvenments in their -current conditiop that are currently located in the Shopping Center as of the date of -this DCCJaratiotr: In addition, the obligations and restrictions in this Section 2.1 shall not apply to any tenant irnprovernents or other modifications to the interior of any building provided such irnpro'ue=13ts or modifications do not materially alter the exterior of the building or extend beynd thy" Building Area. f. #-uel.Station. It is Fred Nleyer's irttent to operate a Fred Meyer branded fuel station on a portion of the Bred Mever Parcel as depicted on the site plan attached as Exhibit D (`'Fuel Station Location"). Trirnark hereby consents to the Fuel Station I.ocaiion. and acJsnowledpes that operation of a fuel station is not a prohibited or restricted use in this Declaration. Nothing in this section or in this Declaration shall be 4cerned to create.aliy expressor implied obligation for Fred Meyer to operate or continue to operate a Fred Meycr branded.fuel station or otherwise on the Fuel Station Location. 2.2. Ctinstructi�n Requirements a .. Staging and Perforinarrce of Work. All work performed in the construction, rnaintertance, repair, replacement; alteration or expansion of any building, sign or Conmion Arc a Itnprovements located in the Shopping (enter shall be performed and completed in a good and workmanlike riiarrner, as expeditiously as possible and in fe such a manner as not to unreasonably interre, obsttuct.or delay (1) access to or from the Shopping Center, or any part thereof, to or from any public right of --way, (ii) Customer vehicular parking in that portion of the irriproved Common Area located in front of any building constructed in the Shopping venter, or (iii) the receiving -,of merchandise by any business in the Shopping Centel-, including; without Iirriitat.ir�n,.-access to service, facibties. In connection with any construction, reconstruction, zepair, or maintenance oil it$ Parcel, each Party reserves the right to create a temporary staging and/or storage area in the Cornmorj Area oz- in the wilding Area on its Parcel at'a location -which will not uireas.onablp interfere with access betuveen such Parcel and the 6th.er areas of the Shopping Center. N'o approval of the staging area shall be require&.1f coz ip)etely within the cohstructing'Party's Parcel and all other requirements set forth in this. Section are met. Prior to the c6mmeireertrent of any work which requires the establishment of a staging and/or storage area -on the Common Area of a Parcel outer than the Parcel on which such work is to take place,;a Par'ty'shall give at least thirty (30) days prior notice to the non - constructing Owner for its approval of the proposed location, which approval shall not be unreasonably withheld.0T delayred- If an Anchor Store is operating on the Fred Meyer Parcel then no other Party's staging area shall be located within three hundred (300) feet of the front door of the Anchor Store.orr the Fred Meyer Parcel, unless located within a Building Area or- completely withi.a the constructing. Party's Parcel provided such staging area does not block any access to or from the Fred Meyer Parcel: If the non -constructing Party does not approve the proposed location of the staging'andior storage area required to be approved hereunder; the Party shall modify the Proposed location to satisfy the reasonable requirements of the non -constructing Party'. All storage of materials and the parking of construction vehicles, including vehicles of workers, shah occur only on the constructing Party's Parcel; and all laborers, suppliers, contractors, and others. connected with such construction activities shall use only the access points locale'd upon the: constructing Party-'s Parcel finless access to the constructing Party s Parcel is solely through another Parcel Upon completion of such work-, the constructing.11a,rt.v shiii restore n the affected Comicn a Area to condition equal to or better than that existing prior to cornidencetrrent of such work Unless otherwise agreed by Fred Mcyer, no construction shall occur during'hc months of N"ovember or December. The staginft areas) and/or co nstnuction area(s) shall be fenced or screened at the expense of the constructing Party. b. Handling? of.Li.en Claims. The constnucting Party shall not permit arty liens to stand against ,airy Parcel for any %vork clone or materials furnished in corutectio�i with the.}ierfortnance'of the work described in Section 2.2.a above. The constructing Party shall_ Nivithin suety (60) days after- receipt of written notice from the Owner or Prince Lessee of.�ny ParcclJencunIbered`by any such lien or claim of lien, cause any such outstanding lien or claim of' her to be released of record or bonded over in accordance with applica6le law. If the constructing Party fails to do so within such sixty (60)-day period, then tlie Owner 61 Prime Lessee of the Parcel shall have the right, at the constructing Party's expense, to cause such lien to he hoaadcd ovc3r. C. lucideDtal Temporary Encroachments. Declarant recognizes that Meidental encroachments upon the, Common Area may occur as a result of the use of ladders, scaffolds, store front barricades, and -similar facilities in connection %v.i.111 the construction on,maintenance, repair, replacement, afteration,vr expatisjol) of buildings, signs, and Corninon Area Improvements located in the Shopping .Center, all of which are permitted hereunder, so long as all activities requiring the: use of such facilities are expeditiously pursued to completion and are performed lit such a inaiiner as to nriniinize any interference -with use of the improved Common Area or a ith the norrnal'operation of any business in the.Shopping Center. 2,3. Ca§ualty and: Condemnation. In the event all or airy -:portion of an), building in the Shopping Center is (i) damaged or destroyed by fire or other casualty, or (ii) fallen or-dat-paged as..a result,4the exercise of the power of eminent domain or any transfer in lieu thereof„the Owner of such building shall promptly restore or cause to be restored the remaining portion of Mich building or, in lieu thereof, shall remove or cause to be removed the damaged portion of such building together with all rubble and debris related thereto. All Building Areas on which buildings are not reconstructed following a casualty or condemnation shall be'Otaded.'or caused to. be.graded by the Owner thereof to the level of the adjoining property and)n such a manner ns not to adversely affect the drainage of the Shopping Center -or any portion thereof. shall:.be covered by a one inch (1") asphalt dust cap until buildings are reconstructed thereon. "lire owner of such Parcel shall take such steps on an on -going basis as are reasonably necessary to prevent erosion, blowing dust or the growing of weeds_ 24 Sip nage; Sign Easement. Where currently exists seven (7) pylon signs in the Shopping Center as of the date of this Declaration ("Sighs"). Of the sev6n (7) Signs, five (5) are located on the "f rimark Parcel anti Iwo (2) are lm:ated on tlie'Fred Meyer Parcel_ Two {'2) of the Signs are Shopping Center signs of which one (1) is.loc.ated on tl>.e 6 Trirrrarl< Parcel and one ( 1 ) is located or, the Fred Meyer Parcel ("Shopping Center Signs"). The five (5) other Signs are tenant specific signs. Exccp; with tlic prior vv itten consent of the Declarant, which consent shall not be unreasonably withheJd or cielayed, no other pylon signs shall be peitnitted in the Shopping Center. Any alterations to the Shopping Center. Signs by Fred Meyer or 'I'rimark, except for replacing tenant or business specific sigriage {including" Fred Meyer" signage), shall require the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed_ The cost of any Pernaitted`alterations to the Shopping Center Signs shall be a Reimbursable Expense pursuant to Section 6. The replac.ei mlent of tenant or business specific signage (including „Fred Meyer" sigriage) shall be ai the expense `of the landlord of the tenant or in the case of "Fred Meyet" signage Fred Meyer. Except for l~red Meyer and Trimark, no other Owner shall make any a`lt'erations to the Shoppipg Center Signs. 2.5 Building Code Setback.. All buildings construct ed in the Shopping Center shall comply with the follouwingrequirements (uriless Declarant specifically agrees otherwise in advance and in writini ): a. No building shall be cair,$tt_ucted within sixty feet (60'): o.f the building'on the Fred Meyer Parcel unless such building, hereiba,fter.:relerred to az the "adjacent building", is located immediately adjacent to the conirnoii boundary fine and is attached to the building, if any, on the adjacent Parcel; If an "adjacent building" exists, then ho building shall be located within sixty feet (60') of the "adjacent building" unless such building is attached to the "adjacent building";- ff&"adjacent building" and all other buildings ota tile- parcel that are attaclied.to the."adjacent building" and to each other are hereinafter referred to as the "building group''; c. j�riy building that is not part of the "building group„ shall be located at least sixty feet (60T) fropi the "btiilding group'; and d. The "adjacent building".ar the ".building group", as the case may be, shall comply with the building code requirements applicable to an "unlimited area" building, including, without limitation, the installation and maintenance of an approved sprinkler systein for fire protection. In addition to the recluiremcrits set forth above, no building shall initially be placed or constructed on any Parcel in'a manner which will. based on tlien- existiug governmental regulations, either preclude the construction on the Fred.Meyer Parcel of an "unlimited area' building, or cause ail existing "unlimited area" building thereon to no longer be in conformance with the applicable building code recliiiremints, it " being understood and agreed, however_ that subsequent changes in goi ernznental regulations shall not obligate an Owner to modify or alter its existing h.eild-jag. ray .way. -of 7 explanation, but not limitation, an "unlimited area" building is designated 11 N or V-N under tote Uniform Building Code. If required by any governmental authority, each Owner agrees to Join in a recordable declaration which confirms the existcnce of a sixty foot (GO') clear are;r aroiifzd the applicable Building Envelopes (or actual building areas within the Building Envelopes). 2.6 Temoorary License. -Each Owner of a Parcel ("Licensor Owner") grants to She Owner of'an adjacent$ Parcel in theShoppiing Center ("Licensee Owner"), and the contfactors, rnaterialmen and laborers of:lhe'L.Jecrzcee Owner, a temporary license ("License") for access and passage over`and'across the Common Area of the Licensor Owner's Parch as,shall he reasonably necessary for the Licensee Owner to construct and/or maintain iimproveimep.1s upon the Licensee Owner's Parcel; provided, however, that such License shall be ill effeeronly du,ring'periods when actual construction and/or maintenance is being performccd and, provided -farther, that the use' of such License shall not unreasonably interfere with the use and 00ration -of the Comn)bn Area on the Licensor Owner's Parcel by others. Prior to exercising the'rights of tho License herein granted, the Licensee Owner shall first deliver to the Licensor Owner'a written statement describing the need to cxeicdse rights under the License, and,'in addition, shalldeliver to the Licensor Owner a -certificate of insurance evidencing that its contractor bas obt¢ined and has in force commercial general liability insurance in such form and with such coverage: and lirttits as shall ;be reasonably acceptable to the Licensor Owner., and statutory workers' compensation `coverage. A Licensee Owner availing itself of the License shall promptly payall costs and expenses associated with such work, shall diligently complete such work as,quickly as possible, and shall promptly clean the area and restore the affected portion of the Common Area to a condition which is equal to or better than`tltc condition which existed prior to. the comrnencenaent of such work. 2.7- Boundar.v Line Constiuction Matters. a.. In OT&T to'accom of6te any building improvements that may inadvertently be constructed beyond a Parcel's:boundary line, each Owner grants to each Owilel owning an adjacent Parcelan easerrentru, to, over, under and across that portion of the grantor's Parcel adjacett to such common boundary line for the maintenance and replacement of such building' iznprovemt:rnts to ai maximum lateral distance of six inches (C). b. In the event an O«rier that constructs improvements on its Parcel ("Constructing Owner") determines that it is tecessary to place underground piers, footings and/or foundations ("Subsurface Construelion Elements") across the boundary line of its Parcel, the Constructing Owner shall advise Elie Owner owning -the adjacent Parcel (the "Adjacent Owner") of its construction requirement and shallprovide plans and specifications relating thereto, including proposed construction teclrni,ques for the Subsurface Constntetion Elements. The Adjacent Owner hereby grants and conveys to the C onstrcrcl1. Owner for the ber rftt of its Parcel an easement, not to exceed a maxirrrunr late:al distance of five fcct (57;, in, to, under and acioss that portion of the Adjacent Ov�ner's Parcel not theretofore occupied by any then -existing structure; for the installation, maintenance and replacement ol'such Subsurface Construction Elements; provided, howcvcr, that the -Constructing Owner shall have no right to use such easement if the Adjacent Oivner is able to provide,the Constructing Owner a reasonable alternatille construction ineth d for the placement of the Subsurface Construction Elements entirely on the Constructing Owner's Parcel: 171be-Adjacent Owner reserves the right to require the Constructing OWner to irrodify the design specif.ications for the Subsurface Construction Flenrents in ordAr to permit the:.'Adjaeerit`0Yvnet the opportunity to utilize the same in connection tvith the'. .of its building immediately adjacent to the cotnrrron boundary line. '1f a common Subsurface ConsMuction Element is used by the Parties, each shall assume and pay its reasonable share cif the cost and expense of the design, and construs.tion thereof. In the. evc.nt a:rry building iiW zing a common Subsurface Construction Element is destroyed and not replaced pr is removed,::the common Subsurface Construction Elements shall renlain ii3 place for tiie benefit oftlie other building utilizing the same- C. The foregoing c�asemebt grants`shall not dirnitttsh or waive arty.t fight of an Owner to recover damages resulting .O;vner's failure to construct its -building within its Parcel line in the case pf Section 2.7.a above, or within the easement area limits in the case of Section 2.7.b above.::The eascrraei is in each instance shall: l: continue in effect far the tCTM of this Declaration and thereafter' for as long as the building utilizing the easement area exists:(including a reasonable perigcl to.permit reconstruction or replacement of such building if the same shaft be.dcstroyed, damaged or demoIished); and ii_ include the reasonable right of access necessary to exercise and enjoy. such.grwit upon the terms and with the limitations described in Section 2_6 above _ d. frothing herein shall be deemed t6 create or establish a "common" or "party" wall to be shared by buildings constructed along the: common boundary lies between the Parcels. 3_ ACCESS EASEMENTS. PARKING. 3.1 Access Easements in Common Are'!. Subject to the tenons and cor"ditions in this Declaration, the Owners shall have a nonexclusive easement over:_ and the Permitted Persons shall have the right to use, the paved portions or paved accessways gird the improved pedestrian walkways within the Common Area, as shown on the -Site Plan, for 9 these purposes: (i) ingress and ceress of Permitted Persons and their vehicles to and from ai�yportion of the Shopping Center and public streets adjacent to the Shopping Center; (ii) moverritnt Of pedestrian and vchK.ular traffic of Permitted Persons from any part of the Shopping Center to any other part of the Shopping Center; (HO loading and unloading and (iv) vefricular parking. The Common Areas may be used for directional signs, sidewalks, walkways,.Iandscaping, petrimeter-, alls and fences, parking lot lighting_ utilities and service fatcillfies_ in accordance with the Site Plan and consistent: with such easements. 3 2 Parking. Each Owner shall diaiwain on such Owner's Parcel sufficient parking spaces to meet tit'e needs of such Owner's Permitted Persons, and to satisfy requiremcnis of the. City/Countv.of King cods, taking into account the nonexclusive Common Area parking rights under this Declaration. Except with the prior written consent of the Declarant, which such consent shall not be unreasonably. withheld or delayed, no Owner shall; (1) reduce the number of parking spaces on such! Owner's Parcel from the number existing as of the date of this Decfairatiort; and (ii) not apply for a variance from the requirements of any applicable. codes so :as to reduce tlrc number of spaces required on such Owner's Parcel. Employees of an Owner and of its:tenants as to the Owner's Parcel shall not have, as a result of this Declaiatiori, the contractual right tci parkin portionsv.f the Shopping Center other than the Owner's Parcel (except as may bcr-iputually-.agree,d and as set forth in a w6tten agreement between the Owner. -of the Parcel .Wid,the user)" iec6mnt hereby estahlishes,:dcclares and grants, subject to the terms.coritained in this Declaration, a petTutual, non: -exclusive easement for the passage and park'ing of vehicles on over and across the. parking and drive aisle areas of the Common Area .on each Parcel" as the same may be constructed and maintained from time to time. The Owners shall cooperate with each other iri taking any reasonable steps required to avoid any abuse.of tl1is nroVision or other violation of this Declaration. 3.3.. No Barriers.: Exceptas set forth in Section 2.2.a, no fences, walls or barriers to access will be erected on the common boundary lines between the Parcels" 4. RESTR1CTtON.Old USA:_ 4.1 Res trictions:.on Certain Parcels. Without:the prior written consent of Fred Meyer (its Fred Meyer's sok discretion); no Parcel other than the Fred Meyer Parcel will be leased. subleased, operated or otherwise used.:for.`. (i)-any supermarket (which for purposes of this Declaration means any store department or area wj iin.a store, containing at least five thousand (5,000) square feet.of gross floor -area, including aisle space and storage, primarily devoted to the retail sale of.food.for.off-premises consumption); or (h) the sale of any Pharmaceutical products requiring the selrvicws of a rekistered"pharmacist. 4.2 General Restrictions on Use. In addition to the }it3iitations set fortb in Section 4.1 no pat t of the Shopping Center shall be used or occupied for. -.:purposes other, than retail safes and retail services. The Parcels shall not be !cased; .subleased o 'e'rated or 10 otherwise used for (i) the display, distribution or sale of any "adult" books, "adult" films, "adult" periodicals or "adult" egtertainnient,- provided, however. this restriction shall nol P-ohibit'such national book sellers such as Borders or Barnes and Noble; (if) the establishment or maintenance of a rrrassage parlor (except that this provision shall not prohibit that type of massage parlor customarily associated with or contained in first class retail developments, day spas and rule decal offices and massages in connection with such day spas, pr rbedi.cal offices); ganiblitig operation, "adult" theater; "adult" bookstore, "sex" shop; "pcep show' or bawdy house or brothel, or any use in violation of applicable zoning and other go`vcriimei)tal.lams and regulations; (Elk) any use which emits an obnoxious odor, noise or sound which.can be beard or smelled outside of any building in the Shopping Center; or which is apublic or private nuisance; (iv) any refining, smelting, agricultural, animal raising or~boarding (vther:than cansuiri3er pet shops), or raining operation; (v) any short or long terra residential use: (yi) arty primary use as a warehousing, assembling, manufacturing, waste processing or other industrial operation; (vi) any motor vehicle, truck, trailer. recreational vehicle or boat sales, leasing or display {other than promotional displays by tenants of the Shopping Center); or public assembly (such as a church_ mortuary or meeting hall).- `'Retail services' as -used in this Section 4.2 means restaurants; financial institutions, real estate and stock brokerage offices, tr2vel or insurancN agencies,medical and dental offices and sitrrilar r,ses prviclizzg services directly to the public, brit."retail services", speeifically:.excludes office uses M execss of:eight thousand (8 t7Q0) square feet, and the following. (i) flea markets, fire, bankrriptcy or liquidation: sales, or sales of "second-hand" or "surplus" merchandise; (:ii) dry Meaning platits (provided retail establishments with "drop off" services shall be-peirmitted); (ill) movie theater's, bowling alleys, skating rinks, game parlors, p6ol of billiard haalls, dance lulls, video.arcades of otherentertairrmerit facilities; (iv) restaurants that exclude minors or exclude-niinors'diiring certain business hours from entering the restaurant; provided, however, this:resfrict►on shall not prohibit restaurants that have areas within the restaurant that prohibit minors (for example,'but.not by way of limitation, Olive Garden, Outback Steakhouse, Black Angus; Applebee's, Benigans, Mimis, Claim Jumpers an(/or The Rain); and (v) health olnbs (which for`pi!rposes -of this Declaration means any health club containing more tlrap five? thousand (5.0.0) square feet of gross floor area). Fred Meyer or Trimark may request in writing.irom time -to time tha-U the other party conscrit, in their sole discretion, to allow a specific use for. a specific proposed't,errant that is disallowed by the restrictive use covenants in this Section 4.2; pravided,_hoWever, that the giving of such consent in one instance shall not preclude the:teed fo.r the "requesting party to obtain the other party's consent to allow such specific use -in the future'_' 4.3 Current Tenants. Notwitlrstanding.anythin.g to- the contrary in this Section 4, none of the use restrictions in this Section 4 shall restrict the continued operations of the current tenants of the Shopping Center as of the.date Qf this D4pelaration., a list of which is attached as Schedule 4.3_ . 11 44 Exclusive Use. Fred Meyer, Trimark and any other Owner shall honor and abide by the exclusive use clauses in those tenant leases listed on Schedule 4.4 .:Until 90ch fenant leases are terminated or expire or until such titne as th4 exclusive use clause is no longer binding on the landlord. 4.y Containers. Fred Meyer shall have the right to permanently place up to three (3) storage containers and temporarily place up to two (2) storage containers on that portion of the Common Area of the Fred Meyer Parcel marked on the Site Plan_ As used in the prior se ntence..."tempor-arily" .shall mcan,no.-longer than ninety (90) days. 5. ACCEPTANCE OFTESTRICTIONS_ Any lease or occupancy agreement subsequently entered into with respec.t to :a Parcel will require that the tenant's use (and any changes to the original use by the.tenatrt) must comply with applicable laws and recorded easements and restrictions affecting the property (inclodim, this Declaration). In acquiring a Parcel, an Owner shall a' toinaticall.y.-be deemed .to acknowledge that the restrictions set forth in this Declaration are.an essellbal part of the particular transaction covering Owner's Parcel and, further, that the restrictions set forth in this Declaration arc fair and reasonable to assure all Owners of Parcels of their'extiected`benefits and the orderly and beneficial development of the Shopping Center and the Parcels, but not to control: competition (recognizing that the relewt t competitive market consists nol of the Shopping Center but of the commercial retail market in tbe.greater metropolitan area of Seattle. i .�shilzgtUD). 6,: MAINTENANCE OF COMMON AREA. "6_I Armointment_of Trimark as Initial Maintenance Director. a. T imark.as Ma ntenance Director_ Trimark will be the initial manager of the..Corhmon Area of the Shopping Center ("Maintenance Director"), subject to the terms and -provisions of this Mclaration. b. Exclusive Desimaiion: Neither Trimark nor bred Meyer has previously designated or authorized -any other p..rson `to set as the Maintenance Director for the Shopping Center. During tlae terns of this Declarations, and unless it is terminated or unless neither Trimark or Fred Meyer is the Maintenance Director as described below, no Owner shall enter into a maintenance agreement, or a.:sin-jW agreertient,.pursuant to which such Owner authorizes any outer party to perform .the Co►nmon Area maintenance activities required to be performed by the Maintenance D.irecior.(as described below); provided that the Maintenance Director shall have the right to ei ter into a maintenance agreement with a third -party management company to act as Maivicnanr e Director's aae.nt in maintaining the Shopping Center. 12 6.2 Maintenance Standards_ a. General Standard of lvfaintenance_ Commencing on the date of thisPeclaration, the Iviaintenance Director shall, except as hereinafter provided, maintain tlic Coninion Arca at all times irr good and clean condition and repair_ Stich rnainterrance shall be to a standard. equal to that of. -similar first class shopping center in accordance with recognized:indus'try standards for leadIng.xetail developments in the geographic area in which the Shopj3ing'Cer46 is situated, Such.°maintenance will include, without limitation, the follotvinP-: is Mamiaining, repairwg and resurfacing, wbon necessary, all paved surfaces in a level, somotlz and -evenly covered condition with the type of surfacing material originally installed or such substitute as. -shall in all respects.be equal or superior in duality, use and durability, ard.resttripirtg, w-bon necessary, such paved surfaces; if. Reirrairag alb snrtiv, pagers, debris, filth and refuse and thoroughly sweeping the area to the extent reasonably necessary to keep (lie area in a clean and orderly condition; iii. Maintaining, repairing and rcpiucing, when. necessary, all traff-W directional signs, markers and lines; iv. Operating, maintaining, repairing and replacing, when necessary; parking lot lighting facilities as shall be reasonably required-. z�:•. Alaintaining all landscaped areas (including, without llmitation� .those on the. pedinetu. of the Shopping Center); maintaining, repairing and replacing, when necessary, automatic sprinkler systems and water lines, and replacing shrubs and other laridscaping::as necessaty; " "vi. Maintaining, repairizig.and replacing, when necessary, all storm drains, sewers and other utility lines and service.facilities not dedicated to the public or conveyed to any public or..private utility which are n ce-ssary for the operation of the buildings and improvements located in.the Shopping Center;_- vii. Keeping the S-hopping: Ce[iter Signs lighted from dusk to dawn and/or during such other times as Fred Meyer may deter,nine to be appropriate; maintaining, repairing; and replacing, when necessary, the Shopping Center Signs; viii. Perforating or contracting with a third party nor.°parties to . pertornn any of the services described herein. 13 b. General Liability Insurance by Maintenance DireCt01. In addition to the forcgoing- the Maintenance Director shall provide and maintairl coinpreliericive general liability insurance with broad form coverage errdorsemer7t (including broad forrrr property damage endorsement) insuring the Maintenance Director agaitrst claims for -personal injury, bodily injury or death, and property dainagc or destruction; occurring in, on or abotr-t the Common Area. Such insurance shall be written with an insurer licensed to dry E3usinesS in the state in which the Shopping Center is located. 'All parties hereto, And.a1J persons who -now or hereafter own or hold portions of the Shopping Center or buildiiig space within tlje Shopping Center or any leasehold estate or other interest herein as their respective mtti'Lst may appear (provided that the Maintenance Director is notified .iri writing: of such intprest): shall be named on the policy as additional insureds. The limits of liability of all suc'h:insiirance shall be not less than $2,000,000 for personal injury or bodily in)ury or death of any one person. $27000,000 for personal injury or bodily injury or death..of more than tine person in one occurrence and $500,000 with respect to damage to or destruction: of.property; or,.in lieu ofsireb coverage, a combined single limit (covering personal.injuiy, bodily itiJury or:de.afli.and property damage or destructiari) with a limit of not less than $2 000 000 per'oc.eurrencc,. if Fred lvleyer is the MaintenanQe Director, Fred Meyer shall have t'he right tQ self inFure in lieu of obohnng the insurancecoverage required in this Section 6.2.1 rp ovided tEia1_lred lvleycr.laas and maintains a net worth of at least One Hundred'Million DolIat's ($100,000,,000.,00). c. Jr)dernnification by Maintenance Direcior., ThQ Maintenance Director.agrees to Indemnify, defend and hold harmless the Owners and oceupants (and their officers, directors, partners and errrployees) of all Parcels`'for;from and against any acid all'liability, ela.ims-, datnages, losses, expenses (including reasonable attorneys' lees and reasonable attorneys' fee& on appeal), judgments, proceedings and causes of action; for injttty to or death of airy person or damage to or destruction of any property occurring in, on or abort the Corpmon Aria (exclusiye of any service facilities or Utility Lines or drive - up or drive through-.customer:service facilities) and arising out of the gross negligence or willful misconduct by the.lVlairrtetiadce.Director, but excluding claims to the extent that they arise out of thq riegligent.-Or wMful act or omission of the indemnified person, its ac,ents or employees- 6-3 Taxes_ Each Owner..shall pay directly,to file tax collector when due the real property taxes and other taxes and assessrnen-ts assessed against the Owner's or Prime Lessee's Parcel, including the portion of the Common Area on --such. Owner's Parcel, subject, however, to the right of any such- Oivater to contest the arnaunt orvalidity of all or any part of said taxes and assessments_ 6.d Maintenance Director_ a_ Initial Maintenance Director. As referenced itbove, Trimark will be the initial Maintenance Director of the Common Area, effective froift and-iiftr r the daft` 14 of this Declaration. b. Replacement of Maintenance Director. In the event Fred Meyer is dissatisfied with -1 rimark's _performance as Maintenance Director, bred Mever shall provide written -notice to Trimark describing the specific performance items it is dissatisfied. with ("Tied Meyer.. Performance Items") and Trimark shall have thirty (30) days from receipt of such notice to;cure the Fred Meyer Performance Items. If Trimark fails to cure the'Fred Meyer Perforinafiee-Items to Fred Meyer's reasonable satisfaction, Fred Meyer may; at its Option, replace'Trim�rl -as Maintenance Director by written notice to 'l rimar€c —within thirty (30) days after thi ''expiration of the thirty (30) day cure period. If Fred Meyer decides not to become the Wirltenance Director, , the provisions of Section 6.4(d) will apply- In the event Fred Meyer becomes Maintenance Director and Trimark is dissatisfied with Fred Meyers perfbrmq ince' as Maintenance Director, Ttimark shall provide written notice'to Fred Meyer.describibg the specific performance iterns it is dissatisfied with ("Trimark Nrfoimance.:Iteins").and Fred Meyer shall have thirty (30) days from receipt of such notic- to acre the Trirnark. Perforiance Items. If Fred Meyer fails to cure the Trimark Performahceltems to Trimatk'.s reasonable satisfaction, the provisions of Section 6.4(d) will apply.' C. Resignation of Mainteu rreDii _ the Main tenance.Dir-ector, Trimark shall have the right, upori'niriety (9.0.) days prior written notice to the other. Owners, to resign as Maintenance D .ireetor.' ]rr.Such an event, Fred Meyer may. of its caption, replace Trimark as Maintenance Director- by written irotice to Vrin,ark prior to expiration of such ninety (90) day cure period'. IfFfedMeyer decides not to become the Maintexiaiice Director; the provisions of -Section 6-4(d).will apply. If Fred Meyer is the Maintenance Director, Fred Meyer shall have the right, upon wriety (90) days pri,Dr written ntiticc to the other Owners, to resign as Maintenance Director and the provisions -of Section 6.4(d) .will -apply,.. d; Resposibih-iy If No M.aintenanceDirector, In the event at any time there ceases to be.a Maintenance Director, each Owner shall be responsible for the maintenanec, insurance and lighting of its own.pareel, including the COMMOn Areas within such Parcel, according to the standards in -Seotion 6.2. ; Notwithstanding the prior sentence, the prorata sharing of expenses for` the Crimmon Area ma ptenance iterns described in Exhibit E and the sharing of the drive lane expenses described in Section 6.5-c shall continue if there ceases to be a Mairitepance Director Tri. iark and'auy other Owner may elect le use the saint contractor as Fred Mover iri maintaining thft Common Areas within its Parcel. 6-5 Reimbursement of Maintenance Director_ a. Reimbursable Costs. The Maintenance D.irecto.r shall be. entitled to reimbursement, as provided below for the following costs relating to the maintenanec wotk l5 - performed or Contracted by the Maintenance Director hereundef ("Relrrfbursable Costs"), piovided, that talc Reimbursable Costs for which Fred Meyer or Trimark, as applicable, shall bs Obligated to }fay its equitable share shall not exceed the costs shown on the Budget as adopted and amended by 1=red Meyer and Trimark- i The direct out-of-pocket costs incurred by Maintenance [director, including without lin�iiiation'the cost of all labor and materials, in maintaining the Connnon Areas pursuant to Seetiori -6-2;. plus i- Aii administrati-ve fee equal to fifteen percent (15%) of the costs specified in Section 6.5_a_i above (but suclt fee shall not be charged off irfsurance costs, taxes or on- items, such as parking lot repaving, chargeable to capital account under generally accepted accounting principles.); and provided that if the Maintenance Director enoages a third -party to act as its agent in. ffia`titairjing the -Shopping Center, the Maintenance Director shall be solely zespo.nsible for the paynient:as and when due of the agent's actual fees out of the M4iiitebance Directbr's..administrative fee specified in this Section 6.5.a_ii or other funds of the Mainicjiance Director,;and no such fees of such third -party. agent shall be included in Reimbursable -Costs,: or included in amounts Wised to calculate fhc administrative fee owed Maintenance Director wider fhis..5ection 6.5.an. b_ Exclusions. Reimbursable Costs shall- not include,. or;shall have deductec or cxciuded from them, the following: i. Amounts paid to persons or en.6ties.affiliated with, controlled by; controlling of, or under common control with, Maintenancc -Director, except as specifically approved in advance by Fred Meyer and Trimark after full'. disclosure of the nature of the relatioostfip, and then only in amounts not greater than wood have been charged by an unaffiliated pn.rty in an arms -length transaction; u. - Rent under any graund or other underlying lease, or any debt service on the Sh-tipping Center, or interest on debt or amortization payments on any tnoogages or deeds of trust :or arty other debt for borrowed or advanced money; ii. Leasing commissions, :httdrneys' fees, costs and disbursements, and other expenses (including-advertising)`incurs-ed in connection with leasing, renovating or improving space for l'enatits or ether occupants or prospective tenants or occupants of the Shopping Center; iii. Costs (including perniit, license and inspection tees):incurred in renovating or otherwise improving or decorating pa-kritifi.g o(re dec.oratina spaee.or tenants or other occupants or vacant space; iv_ Maintenance Director's costs of any services sold to tenaj;ts 16 ot- other occupants for which Maintenance Director is entitled to he reimbursed by such tenants or other occupants as an additional charge or rental over and above the basic rental anescalations payable under the lease with such tenant or other occupant, and costs associated with valet parking (including gages and other expense); v. Depreeiatiou, amortization and other non -cash deductions of Maintenar?ce: Dirccfor; vi. Darn ages recOercd by any tenant due to violation by Maintenance Director of any of rite term8 and conditions of any tease or any other lease relating to the Shopping Center, or any fine or penalty relating to a violation of law by Maintenance Director or any other. tenant.;' vii. ,Any cost related to the operation of Maintenance Director as an entire rather than nperatiozI of 'he Shol)iing Center, it cludiri-g the cost of formation of the entity, internal accounting. legal matters. preparation of tax returns, (!tc.; viii_ Amounts received by Maintenao'ce Director thio_ugh proceeds of insurance to the extent the proceeds are compensafio.n for expenses which were previously included in Common Area costs hereunder;. ix. Costs allocable to properties other than.the Shoppink Center in which Maintenance Director has an interest; x. Costs incurred by the Maintenance Direvtor'for_-the services .of an agerif or a manager or management company of for office overhead' or compensation of its empfoyees except'to the extent included in the administrative fee referenced in Section :6:5.a_tt; xi. Costs not included in an approved "Budget" or as permitted "extraordinary expenses".. as such tennis are defined below_ C. Budget. The )vlaintenance Director -shall prepare and submit to Fred Meyer or Trimark, as applicable, a detailed xvritten budget of the maintenance activities to be performed by it (The "Budget''. The Budget shall set forth the prorata cost for Fred :Meyer and Trimark for those Common Area,.maintenance items described in Exhibit F. The cost of ail other Common Area mauatchance. i#ejrrs set -forth-An the. Budget shall be based on actual expenses incurred on, as applicable,' tho Fred Meyer Parcel..and the Trn-nark Parcel. Fred Meyer or Trimark, as applicable;: will review and approve or comment on the Budget within thirty (30) days of rcCcipt; failure to approve the.'Budget in writing will be deemed disapproval. During the review arid'approval period, all invoices must be approved by Fred Meyer and Trirnark prior to payment_ ,Maintenance Director - will update the Budget annually and submit it for review and approval'as provided above; 17 no change to the Budget WI-11 be made without the written approval of Fred Meyer and -i'tin'rarlt'. Notwithstanding anything to the contrary in this Section 6.5c, (1) Trimark shalf pay all f tlie: expense to maintain, repair and resurface the three (;3) drive lanes marked as "Trimark Drive Lanes" on the Site Plan, and (ii) Fred Meyer small pay all of the expense to maintain, repair and resurface the two (2) drive lanes marked as "Fred Meyer Drive Lanes" on the Site Plan. d. Fxtr�ordirtary Expenditures. Maintenance Director shall not be entitled to reirnburscment' for extraordinary-i�xpendimres (as defirred below) without the specific prior written apliroval`l)y, as applicable, Fred Meyer or Trimark of the expenditure; except for the reasonable cost inenrred by Maintenance Director in connection with its lvlainterzairce Director responsibilities with respect to any emergency action required to prevent injury td persons or property and the reasonable cost of replacing dead or dying landscaping V.egetation'or (he;t-easo'riable cost incurred for unforeseen extraordinary snow removal efforts, where stich action is required before approval can reasonably be obtained and such action:is no required due to any neglieence or misconduct of" Maintenance Director. In such cases, Maintenance Director shall nevertheless use all reasonable steps to-conract, as applicable, Fred Me"Ver,or Trimark and irrforrrr such party as to the nature of the emergency and the action Maintenance Director is taking, and shall promptly provide a more complete repoit_ The tern-i "extraordinary expenditures" a used in t sis paragraph means expenditures in excess of Five Thousand Dollars ($.5,000) for any individual supply or piece of quiprrtcnt bi- any group of.5upphes or p€eces°of equipment, and not included in a Budget approvcd'b,", as applicable, Fred Meyer or Triinark. Expenditures which are not "extraordinary expenditures" shall be made in accordasice..with the Budget. e,` Biflin for Expenses. The Owner of each Parcel (or its respective tenants ,iz.agents: as it rriay.iiir_eet)' shall be billed monthly for its share ofRcirnbursable Costs based on. actbal:Reirnbursable Costs incurred by the Maintenance Director in the prior month. Each monthly bill shall include supporting documentation. The first billing date will be the first day of the first full calendar accrual month following the date Maintenance Director is appoinicd. Such billsm.shall be due and payable within twenty (20) days after receipt of the bill' In the event that an Owner constructs a building in the Building Area on such Owner's Parcel, the proportionate shares shall be recalculated. The Mainterance Director shall not be entitles} to reimbursement frorn any Owner (or its tenants or agents) for any item of Common Area maintenance or insurance expense (including the administrative fee described in Section 6.5(a)(n)' above)' f€rr which a bill is not submitted to the Owner (or its tenants or agents, as it may direct) within.eighteerr (18) months after the end of the calendar year in which said expense is incurred. , . f. Review of Records- Nsaiptenance Director shall maintain complete and twcurate records relating to the performance of its obligations under this Declaration- .Frcd Mever'or Trimark; as applicable, shall have the right to inspect and copy such records at any time during regular business hours upon one (1) business day's notice. In addition, !v?ai�tenance Director's records, which shall include but not be limited to accounting records, written policies and procedures, supporting documentation. general ledger entries, and any otljet supporting evidence deemed nveessaryy by. as applicable, Fred Meyer or Trimark to substantiate charges related.to this Declaration (all foregoing hereinafter refe:-i ed fo as "records"), shall be Open -'at least annually to inspection and/or reproduction and subject'to audit by an accounitant selected by, as applicable, Fred Meyer or TrU nark, to the extent deemed necessary by suob party to adequately I?ermit evaluation and verification of amounts paid or payable byj as applicable, Fred Meyer or Trimark under this Declarationa. Fred Meyer or-Tritnark of its designee, as applicable.,, shall be al;orded access to the records throughout (he term of this Declaration and for a period of three (3) years after termination of this Declamion or longer if required by law Fred Meyer or Tri.mark or its designee; as applicable, `shall have access to'Maintenance Director's facilities and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with this paragraph- If an audit inspection or exanunation in accordance with this Section discloses overcharges (of any nature) by _Maintenan.ce Directors- to as applicable, Fred Meyer or Trimark in excess of three percent (3%) of 111e.total billings, the actual cost of the audit shall be reimbursed by Maintenaoce'Director to the examining party.. 'OveI payments revealed by the audit shall be refitnded.by MaiptenanceJArector to the Q%vners; uniderpayrnents may be billed by Maintenance Director, Any.adj?Jstments anchor payments which must be made as a result of any such audit car in spection shall be wade Within a reasonable amount of time (not to exceed ninciy.-(90) days) from pcescnfataori of the,party's findings to Maintenance Director. 7- UTILITY EASEMENT�.: 7.1. Grant of Utility Easernents- .Subject to the terms and conditions in this Declaration, each Owner shall -have a_ noriexclusive easement and right to operate, maintain, replace, repair reinove, improve,. enlarge, reconstruct and, subject to the conditions of this Declaration, relbcatc airy and all Utility Lines serving such Owner's Parcel currently existing oven} under'ar across the Utility Easement Area on each other Owner's Parcel. Subject to the restrictions in this Declaration, each Owner shall have the not3exclusive right to install, operate, maintain. replace repair; r-elooVe;.1113prove, relocate and reconstruct Utility Lines over, under or across the Utility Easement Arica, rp ovidpd that any such actions do not unreasonably interfere with or iinpair (1) the rights,of.Permitted Persons to use the Common Area for the purposes set forth herein- or (ii) the operation by Permitted Persons of businesses in the Shopping Cetater,.and further provided .that such actions shall not be permitted in November or December if theyimliact the )"red Meyer Parcel, in the sole discretion of the Owner of the Fred Meyer Parcel (other than m rn',;cs requiring cnicrgency repair to restore utility service or preserve and protect one or inore of 19 the Parcels and ilttproverrrents located thereon). 7.2.' T_ernis of utility Easements. Subject to the provisions of this Section 7 2, the Owners shall have the right to install new Utility Lines through the Common Area. All IJtility lines shali beunderground unless required to be above ground by applicable law or the utility providing such service. The location of new or relocated Utility Lints and the foregoing work shall be subj.cct to tie prior written consent of the Owner over, under, or across whose property the .Utility: Effies. , are. proposed to be located. Such consent shall not be unrc:�sonab!y Uw.itljh�l&or delaXe& :The Owvner whose consent is sought may condition its consent on the'Utility 1 'nes_p heing located where the Owner intends to construct a building or other f�cility whose utility, use, construction or installation may be unreasonably interfered with by the presence of such Utility Lines unless the Owner proposing to locate su6h Utility Lnnes..agrees to relocate the same to another location on the Utility Easement Area ar its axpense in the evenf s' uch building oz- facility is actually constructed or such use is proposed to.be cojvr nence.d. Szrbject.to. the preceding sentence,, If such Owner subsequently constructs a building ov ;r a .Utility Lime previously installed with that Owner's consent, such Owner.shall relocate the tine at its expense and in such a manner as to keep to an absolute minimun) the disruption of utility services. When a Utility Line is installed on another Owner's Parcel the Owner who installs the line ,shall give the other Owner a legal description of the location of the Utility, Line and a legal description of the easement area .for such Utility Liner At. its. -own cost and expense, each Owner (a) shall maintain and repair the Utility Lines irrstalled'bv such Owner (or the Owner's predecessors in title)- and (b) shall repair any damage to laridscapizig, pavement, buildings and all other improverrrents on the Shopping Centerresulting from any work in coimection.with such Utility Lines or from the operation of such Utility Lines. 7.?. Storm -Drainage, Each Owner shall have the perpetual right and casement to discharge sulfate storrtt drainageand/or runoff from the Owner's farce] over, upon and across the Cornmoii Areas of the other Parcels in the Shopping Center. Ne Owner shall alter or permit to be alterfd the,s-irface-of the Common Area or the drainagelretentiora System constructed on_zts Pared if such alteration would materially increase the flout, of surface water onto an adjacent Parcel either iir the aggregate or by directing the flow of surface water to a limited aiea_ 8_ ALTERATION OF COMMON AREAS BUILDING AREAS AND BUILDING ENVELOPES. 8.1. In General. With respect to the poi tiori of the Conitmon Arca lying within an Owner's Parcel, that Owner shall have the right to alter rearrange, reduce or relocate (collectivefy, "Common Area Modification"), at such Owner's cost, that portion of the Common Area and Common Area Improvements, so long a.s doing so:does,riot materially diminish the rights granted or materially adversely affect the purposes stated under Sections 3 or 7_ If such proposed Common Area Modification will materially dimMish the 20 eights granted or materially adversely affect the purposes stated under Sections 3 or 7, then such Common Area Modification shall riot be allowed without the prior writteD ronsezat of the F)eclarant, which consent shalt not be unreasonably withheld or delayed. Each Party hereby reserves the right, from time to time without obtaining the consent or approval of any -other Party, to.make at its owns expense any insignificant change, modification; or - alteration .In its portion.of the (onimon Area, including the installation of convenience facilities such as mailboxes, public telghones and benches, provided that: i. the accessibility of such Common Area for pedestrian and vehicular trafttc:.(as it relates to.the.reinalml6y of the Shopping Center) is not unreasonably restricted or..hindered'. and all Datking stalls and rows and vehicular traffic lanes shall remain general] y.,as-shown on'the Site Plati;. ii, there shall be maintained at all tines within such Com_non Area, the number of vehicular parking spae es. as shown on th.e Site Plan, as well as all governmental rules, regulations, and/or:ordinarices relating to parking requirements; iii_ no governincnial_rulel-:oTdinance, or regulation shall be violated as a result of such action, and such. action shall not result in. any other Party being in violatiol of any governmental rule, ordinance; ot`regulafiors; iv. no change shall be- n5ade' ire the access points between the Common Area and. -the public streets; and V. at least thirty (30) days prior io rnaking an-y such change, modification, or alteration, the Party desiring to do such work shall deliver to each other Party copies -of the plans -therefor, and provided further that such work shall not occur in November or Deceri)ber- 8.2 Required-by;Co_vernmental Authority. If any governmental authority requires any change in the Common Area, the Owners of the portions of the Common Area affected shall Make -every >eawiable effort to minimize the rtcgative impact of such changes on the rights and .purposes set forth in Sections 3 and 7_ In particular, it any governmental authotity, by coxidemnat16n.;or otherwise, eliminates or reduces any access between public streets and -die Shopping.Cerater, the Owner of the affected property shall make every reasonable effort to obtain alternative access.for such Owner's property. 8.3 Relocated Common Area. Alf of the rights and obligations set forth herein shall be fully applicable to any altered,`rearTanged'or-felocated Common Area, which shall then be deemed to be the Common Area. 9. HAZARDOUS SUBSTANCES_ Each Owner shall maintaih its Parcel and conform its activities and the activities of its Permitted Persons on that Owvc.r"s Parcel in compliance with all applicable requircments under applicnble-Environrr3ental Laws (as :- defined below) with respect to the clean-up or remediation of lfazardous Substances (as 21 defined below) the protection of the environment, the control of Hazardous Substances, and,the use, generation, transport, storage, removal and treatment of hazardous Substances; and in a manner that reasonably minimizes the risk of liability, or damage to burnan.hc;alth or the environment.. from the release of hazardous Substances Any Owner or occupant who,shall violate (or whose tenant, licensee_ or subtenant shall violate) this restriction regarding Hazardous Substances shall be liable to all other Owners for all damages resulting to.sue)a Owners from such violation and shall promptly undertake and Complete all required cleanup and rernediatiun. As used in'tbis Declaratzon, the.ferrri "H:azardous Substances" shall mean any materials which because of their ytan tity,;�onceutration or physical, cltetnical or infectious characteristics inay cause of pose a pre8cht Or potential hazard to human health or the environment when improperly -handled; treated, stored, transported, disposed of or otherwise managed ender"applicable laws and regulations presi'ntly in effect. The term shall include; but is not limited to, petroleu.in, gasoline acid all peppleuin hydrocarbons, all hazardous substances, hazardous materials and hazardous wastes listed by the U.S_ Environmental Protection Agency and the state'in which the Shopping Center is located under the comprehensive Environmefital Respouse, Corripensa{ion aild Liablhty.Acl (Ch RCLA), the Resource Conservation and 3Zecovcry Act (RCRA), the Toxic Substances Control Act (TSCA), the Federal Water Pollution Conttol Act .(FWRCA), the Eriiergency Planning and Community Right -to -Know Act (EPCRA) and airy and all other federa€ and state.statutes applicable to the protection of human healtKor the envirunnienl (collectively - the Laws"). 10. CONDENI ATION. This Section 10 shalt apply in the case of a condemnation, -or a salc-iti lietrof condemnation, or an inverse condemnation having` be,same effect, concerning a portion:Or all of the Shopping Center. The award or purchase price for the taking shall -be paid.:to the Owncr-of the property so taken. The other Owners who may have an easement, or way liave other property interest or rights under this Declaration, in the land so taken do hereby (or b_y4&.cepting the property covered by this Declaration shall be deemed to) release of % give those.iirrterests and rights with respect to such award or Purchase price. Such other Owners shaft, hoWevei :havc the right to seek an award or compensation for the loss of their easement right and otherinterest and rights, but only to the extent such award or corirpensation.jiaid or allocated fbr.Such loss does not reduce the amount paid to the Owner of the property taken: If any access road to the Shopping Center is taken, the Owner of the property on' which'the:access rand was --located shall use such Owner's best efforts to provide promptly.a"sitbstitute acccss.'road to the Shopping Center on such Owater's Parcel. 1. INSURANCE. Throughout the terra of this Declamation, each Qwater, sh.aEI maintain, with respect to the Easement Area dad Common' Area �ithiii that ()wt�er's.Pafcel a policy or policies of commercial general liability insurance with a.cornbi'ned single lirnii of liability of not less than (a) Two Million Dollars ($2,000,000.00) for bodily-or'persorra-1 . 22 injury or death and for propei ty damage arisiug out of any one occurrence, nor less than (b) the.murount of insurance normally maintained by owners of similar properties. The Owners witl:provide each other certificates of insurance showing, that such policies of insurance: (O.Aarne all other Owners as additional insureds; (n) are issued for periods of rot less than one year; and (Ili) are issued by insurance companies qualified to do business in the stateJu which the Shopp .rig Center is situated and having a general policyholder's rating of not less than A- and a'financial rating of not less than Class X as rated in the most current available "Best's" frrsurance Reports_. The insurance requirements in this Section I l m2y.be carried by au Owner u-adera plan"of self insurance; provided that such Owner has and maintains a nef worth of at least Gne Hun&ed Million Dollars ($100,000,000.00). If any Owner or any C)wner',s Permitted :persons places any underground storage tanks under the Owners Parcel, the Owner, upon written request frorn any other Owner, shall provide proof that the Owner or Permitted Person has complied with all laws, regulations and ordinances concerning such tanks. .i rcluding proof of insurance and other financial responsibility that is so requirad. 12. DFFAULTS. 12.L .De#aults- A person shall be deemed to be in default. of this Declaration upon the expiration of thirty (30) days (ten (10) days u):the::ras.e.of.failure to pay money) from receipt of written notice from any Declarant, Ovvner.or Prime Lessee -specifying the particulars. in which such person has failed to perform such persona's obligations under this Declaration unless such person has, prior to the expiration of the cure per[od, cured the matters specified in the notice of default. 12:2- l iunctive Relief. In the event of violation or threatened violation by any person of the: zesirictioiis contained in this Declaration, Declarant or any or all of the Owners-.ct-. Prime Lessees shall,, ifs -addition to any other remedy available at law or if) equity, have the r:ig4f to enjoin sucli .yiolation or threatened violation in a court of - competent jurisdiction,.R.beingacknowledged that monetary damages will he an insufficient remedy for $U'C4 a violation._ 12.3. Owners' Rights of -Self Help. a. Whenever an''Owner is in defauJi wider Section 12-1, and without limiting any other rights that any other Owner'may have in -the event of such a default, at law or in equity, the non -defaulting Owners-shall.liave the right (but no(the obligation) to perform the obligation of the defaulting Owner giving rise to such:default, provide _d that the non -defaulting Owners first give the defaulting Ouner.at least ten (I0)'days notice of their intention to perform the obligation, and provided that the defaulting Owner has not cured the default prior to expiration of such ten (I 0)-day,-period- "J'he noit.-defaulting> Owners shall be entitled to reimbursement from the defaulting Owner. or reasonable costs incurred in performing or contracting for performance of such obligations. R.einibursement. owing but not promptly made shall bear interest at the lesser of( 1) the highest rate permitted by law or (2) the "primc' or "referettce' rate of interest as publicly announced frotn time to tine in the Wall Strect Journal by Chase Manhattan Bank or its successor (or it sucla-designated bank's prime or refctence rate of interest is no longer publicly available, then the prime orJeference rate of interest of such other regional or national bank as the nou-defaulting Owners -may select by written notice to the defaulting Owner), plus four pc cen.t (4%o).per awaum,'.froai the date of billing until reimbursement is made, b. The -non -defaulting Otimers shall have a lien on the Parcel of the defaultiig Owner..that fails.io reirnbiirse the.ite.6-defaulting Owners as required by Section 12.3.a; provided however, if a liana fide dispute. -exists as to the existence of such default or the amount'due,. and all undjsputed amounts are paid, there shall be no right to place a lien an such Owner's P? rcel until -such dispute is settled by final court decree or mutual agreement. Such lien shall only be effective when filed for record by non -defaulting Owners as a claim of lien against the defaulting Owner in the office of the recorder of the county in which the Shopping C:entef'is located,,: ii&ed and acknowledged, which shall contain at least: (1) an itemized statement of:all amounts„due and payable pursuant thereto; (2) a description sufficient for identification of that portion of the Parcel of the defaulting Owner which::�s the subject of that lien; (3) the mire of the Owner. Pi reputed Owner of the Parcel which is the subject of the lien; and..(4) the name9 and adclrCsses of .the.non- defaultiilg Owners.. The lien, when so established against the real property described in the lien. shall be prior aard superior to any right, title, interest, lien or- claim which ruay be or has been acquired or attached to such real property after the time of filing the lien. The lierr�shall be for the use and benefit of non -defaulting Owners, and may be:'enforced and Foreclosed in a suit or -,iction brought in any court of competent jurisdiction. 1'2.4 Effect of -Default or Nora -Use. No Owner or any other Person shall be entitled to cancel, rescind, or otlNi-wise terminate this Declaration on account of any default"hei-eunder buts this shall not'.l.irnit any Owner's tights and remedies granted hereunder on ar.counf of such default: Abandonment or non-use (after receipt of a certificate of occtrpancy). of easeiner t rights hereunder or the property by an Owner will not reduce or affect an Owner's'obligations to, perform or comply with the terms of this Declaration. 13. TERIVI. This Declaratiotz,shall be perpewal.(ehcept as provided below) and shall run with the land and shall be binding do and.shall inure to the benefit. of the parties hereto, their heirs, successors or assigns_ 13y unan-imoiis eonseni; all Owners may agree to terminate this Declaration, but not the easethprrts .contained herein, -in which ease they shall cause to be recorded an instrument acknowledging such. termination, 14: . GENERAL PROVISIONS. .14.1'. ; Status of Title; P.ronerty Taxes. This Declaration is granted subject to all prior.easenrehts and errcumbrances of record. Fach Owner warrants that it will defend the fitleand;other Owner's interests under this Declaration against any mortgage, tax lien or coristructiorr or other [ten slain-i_ (i) which affects the Shopping Center, (ii) which asserts priority over the interest of the othcrr Owner(s) in enforcing this Declaration or which affects apy,otherbwher(s)4ights. under this Declaration, and (iii) which is attributable to the party itselfar its tenants. agents, contractors or subcontractors. This Declaration will no( be subordinated or reridered.'itferiat .to ai��=.future financing by any Owner- Each Owner shall pay before delinquent all property taxes and assessments assessed on such Owner's Parcel.a.T)d-the i.inprouemetats coristt-acted thereon. 14.2. Protecti2n rof Rights'of Mort-gaus:'' No breach of.the provisions in this Declaration shall defeat or render invalid the lien of any niortgagiv(s) or deed(s) of trust now or hereafter executed which affects an.70wrrer's interests; provided, however, that upon any sale under foreclosure of any mortgages) or urrtier the provisions of any deed(s) of trust, any purchaser at such sale, an.d it successors and assigns; shall.hold any arrd all property Milerest so purchaser] subject to all of the provisions of this Declaration. 14. 3. Waiver_ No provision of this Ekclararion shall be deemed to nave been waived unl.ess.suchwaiver is in writing signed by the waiving early: Failure at anytime to require pei-forrrrance of any provision of Ibis Declaration shall not -limit an Owner's or Prime Lessee'`s right to enforce the provision. Any waiver of any ]?reach of`any provision *all not bea waiver- or. any succeeding breach or a waiver of any. provision of this Declaration. 14.4. Attprrieys' Fees. I.p the event suit or action is instituted to interpret or enforce`th'e terms of this Declaration, the prevailing party shall be entitled to recover from the other party suc;h..sum..ag the court :may adjudge reasonable as costs of litigation (including discovery costs),,-and,as attorneys' fees in preparation for and at trial, on appeal of such suit or action -.and on any petitioh for review,.in addition to all other sums provided by law. id_5- Indemnity. Each..Owner shall defend, indemnify and hold the other Owners harniiess from any clairn, loss,. liabilityor exponses,(includin.g,discovery costs and other litigation costs, and reasonable attprneys' fees) that.: '(a)'arise'out of or in connection with the failure to perform and comply with the:.terhis, restrictions and provisions of this Declaration by the Owner; or (b) arises out ofor in connection with the Pubentiotral acts or gross negligence of the Owner or the employees; representatives, agents, tenants, and independent contractors of the Owner, or any occurrence. on or in the incle.mnifyitg Owner's Building Area; or (c) arises or results from the perforrriartce of arty construction activities performed or authorized by such indemnifying O,wricr; provi&d-tha# the 25 obligation to defend, inderrnnify and hold harmless for matters described in clauses (b) and (c) shall )jot apply in the event of concurrent neeligence or nusco3aduct of the indemnified persort,.or its -agents, contractors or employees (while acting in such capacity). 14.6. Entire _Agreement. This Declaration supersedes and replaces all written and oral agreernents preaiousIX. made or existing with respect to the matters set forth above. 14.7; 6overnin Law. This.:Declara. ion will be governed and construed in accordake.witl the laws ofthe state'it`i which the Shopping Center is situated. 14.8. Status Ceitificate l-riforrnation. Within twenty (20) days after receipt of written request, an Owner or Prime L-cssec'shall promptly deliver a written status certificate to the Owner or. Prime l..essee;tequestingirhe same, staring (1) the current status of any \work being performed or costs previtiusfy incurred Which may be subject to reimbursement under the Declaration (ii). vhcther'this Declaration is unmodified and in full farce and effect; and (hi) whetber (to the best of the party:'s knowledge) the other Owners) or Prime Lessee(s) are in compliance with their respective -obligations hereunder, and any otherr_matters that may be reasonably.regmsted Any request for re mbursem. eht of costs for which'rt.imbursement is provided herein must be made within six (6) monthsffter the end of the calendar year in which the costs are incwred and will be accoinpanied with such iriforrnatiozl ou the work performed and costs incurred as an Owner or Prime Lessee rnay.reasphably require to verify the request. The party requesting reirrnbutsement will promptly:respond to requests for additional information about such uForl< and -costs. i4.9: Notices. Notices given under this Declaration shall"he in writing and delivered by ceftified or -registered U.S. mail, postage paid with return receipt requested; by United States:cxprfss grail or other established express delivery service (such as Federal Express); -postage or delivery charge` prepaid, by facsimile or other telecommunication device capable of transmittirxg or creating a written record, or personally_ Each Owner shall give notice to each otlier Owner of its ad&-ess for notice by written notice to the other Owners. Unless D clarant designates another address for notice by notice given pursuant to this Section, notice to Declarant should be sent to the` following address: Mail Addresses for Notice Purposes_ Overnight Delivery Addresses for Notice Purposes: Fred Meyer Stores, Inc. Fred MeyQr Stores,.luc. Attn: Group Vice President 04002-33R Attn: Group Vice President 04002-33R PO 13ox 42121 3800.SE'22"a Avenue Portland, OR 97242-0121 Portland, OR 97202 Facsimile No__ 503 797.3539 Telephone fVn..' 503.797.35% .. 26 With a copy to: With a copy to: Fred Mever Stores, Inc. Fred Meyer Stores, Inc. Attw'Cgrporate Law Dept. 04002-23C Attn- Corporate Law Dept. 04002-23C PO Box 42121 3800 SE 22`d Avenuc Portland, OR 97242-012.1 Portland, OR 97202 F.acsirnile No.: 503.797.5623 ` Telephone No.: 503.797.4142 Mail Addresses for Ngtice'Purpo5es: Overnight Delivery Addresses for Notice Purposes: Irinlark-North 13et�soFt; L.P_ Trimark-North Benson, L.P. Attn: A[ Jiwatyi Attn:-At,Jiwani 406 Ellingson Road, Second Floor 406 Ellingson Road.; Second Floor Pacific, Washington 99047 Pacific, Washington 98047 facsimile No_: 253.833,7989 Telephone No.: 253.833.7863 In the absence of such notice of an Owner's :address for n« tice puk.poses, any notice Wider this Declaration may be given to the address fo whicla property tax.state ents areAeliuercd by the:taxirtg authority_ For the purposes of dais Duclaratioii, the I.term "jeceipt" shall inean the earlier of any of the following: (i) the date ql delivery-ofthe,notce rr other document to the address specified pursuant to this Section as shown oh the return:z-eceipt or by the records of the courier; (ii) the date of actual receipt of the notice or other document by the office"of the person or entity specified pursuant to this Section; of (i.ii) in'. n the case of refusA t1o.-aceep delivery or inability to deliver the notice or other document, the earlier of (A) the date of the atterrxpted delivery or refusal to accept delivery; (B)Ihe date of the postmark on the retbrn receipt; or (C) the date of receipt of notice of refusal or notice of nondelivery by the Sending party. 14.10 Atrteudtnenta. This Declaration may not be modified, amended or terminated except ybthe written agreement o£ each -Declarant. Air Owner may waive one or more of its rights under this Declaration in.writiitg sighed by the party, and such writing need not be recorded. Ajiy.,such .riiodifiGatiori or.amendnaent shall be effective when recorded in the real propertyrec'ords of the County. -in which the Shopping Center is situated. 14.1 1 Effect of Declaration_ Nothing -in this,Dedaratiozj, express or implied, shall confer upon any person, other than the Owners and Prime Lessees, any. right or remedies under or by reasor3 of this Declaration. The rights and remedies of tenants and other pez-sons are limited to those contained in the lease agreements oi� other -agreements. the parties may have with such tenants or other persons and to those rights and re�Inedies otherwise explicitly conferred by such parties on such persons. Nothing in iEzi,S.Declaration. 27 Shall prevent any Owner or Prime Lessee from imposing on such Owner's or Prime Lessee's own tenants or other persons being granted rights of use, either expressly or by implicatiori: by the Owncr or Prime Lessee. such rules; regulations and restrictions as the Owner -or Prime Lessee may determine to be necessary or appropriate_ Each right granted pursuant to this Declaration is expressly for the benefit of the property described in the attached f:xhibits. 14.12 Successois and Assigns_ Every obligation under this Declaration shall run with the land .and shall be bind,ing,upori jbe. Owners and upon the heirs, personal representatives sutscessors and assigins of each: of the foregoing, as Owner or Prime Lessee of the Parcels. and an" subdivisiort. thereof. Any f reference to an Owner or rime Lessee shall apply only sir long as the party owns:%or is a Prime Lessee with respect to property within the Shopping Center (unless the context clearly requires otherwise, and except as olherwise provided irr the definition of "Declarant" with respect to transfer of Declarant's rights), and thereafter such reference shall be intended to apply to such party's successor or assign. Any transferee of any.Owlier's Marcel sball.-autohzatieally be deemed, by acceptalrce of title to such property, to have -assumed all of the obligations set forth in this Declaration relating to such property: The Chu>ner or Prime Lessee shall, when -such transfer as consummated, be relieved of all liability that arises•ttte.reafter under:this Declaration, but such Owner or Prime Lessee shall riot: hereby be relieved of liability+ that arose before such time and which remains unsatisfied., An.Owncr or Prirne ..Lessee.bas the right to assign to any tenants) of the Owncr or Prime Less:ec it:s rights arid -obligations under IhV; Declaration throughout the term of the lease(s) to such fi=nant(s) cx fora shorter time as the Owner or Prime .Lessee may agree, but this shall notrelease the, Owner or PTinte.f.essee from its, obligations or liabilities under this Declaration: 14.13 Effect. of Invalidation. if any provision of this Declaration is held to be invalid -rr:-,unenforceable for any,rea�on, such provision shall be ineffective to the extent of such invalidity or uner force�bility, but the validity of the remaining provisions of this Declaration shall not be affected thereby. Furthenniore, in lieu of each such invalid or unenforceable provision; there shall be.added atitornatically as a part of this Declaration a provisioi) as similar in terms to'such invalid or:itnenforceable provision as may be possible and be valid and enforceable.. 14.14 °ot a Public Dedication. Nothing contained in this Agreement shall be deemed to he a gift or dedication of any portion of the Shopping -Center to the general public or for the general public or for ar y pudic purPuse wbatsocyer, it being the intention of the parties that this Declaration shall be strictly. limited to and for the purposes herein cxpr-essetl. 14.15 No Partnership. No provision of this Qeclalation, or;previous (or. subsequent) conduct or activities of present or subsequent Own4�r(s) will } c construed- (I) - as making present or subsequent Owner(s) a partner, joint venturer`, ageilt ar p tttclpal of -or.. 28 with each other, ur (ii) as crealing any express or implied obligation for Fred Meyer to operate or continue to operate a Fred Meyer grocery/general merchandise store or otherwise can. the Fred -9eyer Parcel. No parson will have any claim against (or right to recover any damages or costs from) Fred Meyer in the event Fred Meyer does not operate a Fred Meyer rerchandise store or otherwise on the Fred Meyer Parcel - Limitation 1 xecise of Aj2t2rpval Rights; Limitation of Claims_ Declarant shall exercise its approval rights under this Dec:laratiorn in good faith based on Dcclarant's business judgment and actual knowletfge, and.any exercise of such rights in good faith shall be'binding. 13y acceptance of:rt� deed.fo a Parcel, each Owner expressly agrees that Declarant will not be liable M dainages for a3,.y'dettiai or withholdinb by Declarant of consent Or approval under this Declaratiot; and. that the sole remedy of the party requesting such consent or approval shall he specific perf6imanee or other injunctive relief 14.17 Sale and Saic-Leaseback Purehaser_ Notwithstat7ding anything to the contrary contained in this Declaration, it is expressly agreed that in the event of a Prime Lease on a Parcel, the parties and their successors and assigns as:Owners or Prime Lessees of the Parcel shall. for the duration ofthe Pr�ime.l.ease, look solely to the Prime Lessee for (arid the Prime Lessee shall be liable therefor) the perfornaance:'pf any obligations €hat either the Prime.Lessee or the Prirne Lessor shall have under this )eOaration;'and the Prime Lessor shag not be liable for any breach, i3oi7-compliance or failure to perfori'n any obligation hereunder by the Prime Lessee or with respbet to its Parcel: By entering into a Prime Lease, Prime Lessee shall conclusively be deemed to have agreed to be:subje'd to all terms and provisions of this Declaration, including the provisions of this 5ectioii, and no consent or other acknowledgment shall be required of the Prime Less'ee.: 1ll.m Third Party Beneficiary Rights. This Declaration is not intended to create, nor shall it be in any way„interpreted or construed to create, any third party beneficia ly rights in any person not an Owner of a Parcel, unless otherwise expressly provided herein. 14.19 Force Wieurc.:. The period of.time.provided in this Declaration for the performance of any act shall lie extended for a period or periods of time equal to any period or periods of delay caused by strikes, lockouts, dire or other casualty, the elements or acts of God, refusal or failure-olJgovernmental authorities to -grant necessary permits and approvals for the act (the parties aareeimg to use reason. ble.diligence.to procure the same), or other causes, other than financial, beyond their reasonable control. 14.20 Interpretation. The section heatdiogs i.t this Declaration are far ease of reference only and shall not be deemed to define or'limit th6 sc©pe or ccirrtenI of any.of the terms, covenants, conditions or agreements is this Declaration. In construing thie._ provisions of this Declaration anti whenever the context SOT equires; the use o ' a gender.', 29 shall include all other gcnders. the use of the singular shall include the plural, and the use of the plural shall include the singular. IN WITNESS. WHEREOF, the undersigned has caused this instrument to be duly executed as ol' tltc day arid year first written above. TRED MEYER STORES, INC, By: Name: f r - STATE OF ORECON ) ss. County.of Multnoinah ) The fore iJW Instjyment was acknowledee befor nee this".. �D .. ,__day of 20(, by the �Q;{P;t of.: FRFDY ER STaRI S, NC_, an Ohio &rporation on behalf of the corporation_ IN WITNESS WHEREOF, I have hereunder set my hand and affixed rhy official seal the day and year first above written. (1f FICIAL SEAL X_J ANITA K HARRISQ1j.. Notary Publi and forte tate of Oregon NOTARY pUBLiC.-OREGOIJ Op1yIIti¢j S10N.M9.A09096 Residing at e myCOMMISS1ON &PIRESWGUST 14,2010 My commission expires: fC� TRINIARK-NORT13 BF.NSON_ 1-T., a VlJashingtoir limited partnership By.. North: Benton. GP, I,1.C, a Delaware limited liability cDmpanv. General Partner By. jJiwam, Ma er State of Washington } j Ss. County of � On this day of in the year of O °_� ; liefore me, -a ]Mary Public: in and for said State, peis'Onally appeared Al Jiwani, knoyvn orldentified.to me to be the manager of North Henson OP, LLC, the general partner of Trimark-Nvrtb Aenson, I._P�, the partnership that executed the instrument or the per -sob who executed the instrument o i behalf of said partnership, and acknowledged fo.tne:.that such corporation executed Ilse salale. lilt it .T ' '% Notary Public for iris shington r / R"iding at f %E vMI - ,, My Cornmission expires EXHIBIT B Legal Description of Trimark Parcel Lots X aild Y of King t=,octnty Boundary Line Adjustment No. L07L0040, iec:orded August 22, 2001 under recording No. 20070822900006 in King County, W ashinbton. .CC . pA:= ��ed Meyer £�stve Lanes gg rtma rSve Lanes C x L rattan ai Go�tMneM B AA LOTS x " I Ss as 8S I ! f 1 lE I 1 ♦ t k! \\ II �� 31 i it It 1 !1 1 if k7 1 11 � -------------- -I 11 - !1 - 1�1 f�1m Of ; FE ry . 11 s } n fTl IE 1 0 jrt If- n V � � y. � , -, rep =t r• Alt � ' . i3 E ► r II 1 R 1 ]1 - n t1 � 11 . rl mx N If FTI Val I L 11 II tt if 1 k! t ! 1 \ll tl [ EXHIBIT E Scheedule of Maintenance Costs Sharing Ratios 1. lsonds6ping and Storm Drainage Expenses- The total square footage of all the retsil in both olviier's parcels shall participate in the landscaping expenses and storm drainage expenses as described.in Section 6.2a(v) and (vi). This will be billed oja a pzorata basis as follows: Fred Me Jei 176,030 Bldg. 5,520 (Fred Meyer Fuel) Bldg A — 5,763 Bldg 13 _- ..7;055 Bldg C 8,171 L - Total Fred Meyer' 202,539 sf -- -Trimark pad F 3,200 .' Pad G - -- 2.596` Pad'° 1] 4,200 4,000 1'ad 1. BldgE-.- Bldg K Bldg M - -- Bld :N TOWI-1'rimark Total Slopping Center 10,025 25,931 - - 7,960 13,566 71,478 sf - 274,017 sf - SCHEDULE 4.3 Current Tenants TENANT START DATE Equiloti Enterpr)§es LLC December 23, 1991 Starbticks Co1•fec Company November 25, 2005 Bank of,rnFrica May 5, 1988 CSK Auto, Inc., (dba.Schucks..#690) November 17, 1987 Shari's Managemcrit Corporation January 29, 1988 Petco Animal Supplies September 16, 1987 Change Hak Lee and Mi Ha Lee (dba". Dry Clean US) December 1, 1997 Ear- Vise, Inc y 1, I991.. F.verercen State Driving School UC :'' April 142603 MA's Card Shops, Inc. Noember. 1, 1987 Chung Kim and Song Kim (dba Baskin Robbins) November ],.199`I Milagro; Inc_ (dba By Owner Realty) March t .2.001.' K. Sand Ypon.(dba Pho World) December 15, 2006 1.egis Corporatiop-(- a Harr rasters) December 11, 1992 La Anteritica LLC .. April 1, 2003 Edward D. Jones & Company April 1, 2001 .Household F.inarice Corporation I11 Iune 1, 1993 Nam Khuu (dba FauQy`N;Ms) Oecl�nnber 20, 1998 Vu-Minh Nguyen ant] ITuang tong , (dba Sure Cuts) April I,A99f. Jonathan Miirh Ta (dba Wash N.Shop) Qctobi'r 6, 1999 .- Big O 'mires; 111c. I3egerrr6er l:, 1388 G'DUP Fnteiprizes Inc_ (dba RK Auto Detailing) September 15, 2007.. S.0 Rice Enterprises, Inc. (dba A 11 'I line & Lube) May 1, 2007 61FiD 1 JUIXIiorl EntUPTises, lnc. (dba UPS Store) November 1, 2004 Cer►corr C01poration (dba H & R Block) Noverber 1, 2004 QED BY MY; LLC (dba Kumotz) May 18, 2007 Gary &. Joanne Jordaflger (Jo.rdangers) May 18, 2007 Music Centers, 1ne., June 12, 1997 Payless Shoesourcc; Irlc. October 30, 1987 Rciclriguez Beason (dba T.orero,0 July 25, 1997 Radio Shack Corporation August 2, 1993 Young Sao Lee and Byung Nam Hwang (dba 1 Lobe Teriyaki) March 20, 2001 Veanessa Katie Doun.: 1,easq,-petidivg execution Georgia & Luis Beltran {dba Mau] Tarn April 16;.2004 Rent -A Center, Inc. October 5,1001 Ronlio's FT2F)Chise Group Assignrrkem effective ,. NoVeFnber 3, 2006 Monetary Management of California (dba Dollar Mart) October 1, 1997 _.: Hollywood Entertairrrnent Corporation May 36, 1995 Sang-K. Yoon.(dba Smoke & Wine) June 15, 2006 Supercuts lrtc. July 6, 2000 Sau l,guyen & Bich Nguyen (dba Diarnand Nails), -May 1, 2007 Subwav Real FAatetor,p Julie 15, 1995 CBK Financial LLC (dba Jackson Hewitt Tax Services) May 1, 2001 SCHEDULL 4.4 Tenant Leases with kxclnsive Use Clauses Options to XezaaT�t Renew _ Lease Expiration 8am?)"Se Hearing Non"c 5/31/2012 Mark's Hallmark ?`brie.. •` 212812013 Big 0 Tires 1-5 Yr 12/3 ];'2008 The UPS Store 2-5 Yr J 1i30/2014 If & R Block 1-5 Yr 501/2010 Rent-2-Center 1-5 Yr 1/31,20f 1. .. Romio's 2-5 Yr 3119/2012 Holl,wood Video 1-5 Yr 9/13!2010 Starbticks 2-5 Yr 2i28/2016 - 1 RED M.EYLR STQkFS INC:. Attn: Corp. Legal Department 3300 SF .22'd Avenuc Portland, Oregoo 972-62 RU CMTY, RJR MEMORANDUM OF OPTION AGREEMENT. ' AND 1QGHT OF FIRST OFFER f GRANTQR--, MMARK-NORTH B1 NSON•1.P_, a Washington' limited partnership FRr):) MEYER STORES, 1NC ',, an.01310 corporation GRANTFi : TRTMARK-NORTH BF.NSON, L.P., a Washingtbn limited partnership FRFD MEYER STORPS, INC:;, Ohio corporation ABBRE VIATLD LFGAL Lots X, Y, and L, King County Boundary Ltrte D SCREPTIOM Adjustment, Recording No. 20070822900006, King County, Washington .Full legal.description on Exhibits A and B ASSESSORS' TAXPARC.E 3 ID Ms.. 3 ZZ--To f " : Fo4 34 O 5 , 3 vs - 9QG�--e3 This Memorandum of Option Agreement arnI . Righl of First Offer ("Mernorandum") is made as of this 4-I _.flay cif. Sci)kinber, 2QO7, by and between TIZIMARK-NORTH BF NSON, L-P., a Washington lirniled Partnership ("Trirr►ark") and rftED IbtEYFR STORES, INC., an Ohio corporation ("Fred Ivleyer") 1, might to Purchase Property. Fred Meyer owns the rcal-properly described on Exhibit A attached hereto ("Fred Meyer Property") and Trunark owns the`real.propcily described on Fhhibit B attached hereto ("Trimark Real Property")_ Trirmuk arid' Fred kcyer are parties to an Option Agreement and bight of First Offer dated the same (late �s this Memorandum {the "Agreement"). Under the tem3s of the Agreement, for a period of tweniv (20) years after the date of the Agreement, Trimark h:rs the option to purchase the Fred Meyer Property and Fred Meyer has the option to purchase the "l rimark Property, upon the occurrence of ecrtain eandNi )ns jelating to the vacancy rate of the net rentable area of the Fred.lvlever Property or tiie Trinrark Froperly, as applicable. The Agreement providcs that the option to purchase granted"by..cadi party to the other shall be effective as of the date which is the:orie hundred eighty first (.181) cor)seculivc day that the property of, the party granting tfje option ,reirrains i66v..e the 'Threshold Vacancy (as such term is dofuted in the Agreement) and ;!shal, .expire on -the date which is ninety (90) days later. 2_ Right of First Of%r. Under the tenns of the Agreement, before Fred Meyer may sell or transfer the Fred Meyer Property to any third party, Fred Meyer must first offer to se11 or transfer theYmd.Meyer Property to T imark by.g wing written notice to TsimaTk of -the tents and conditions orrwiiich.Fred Meyer is willing to sell the Fred Meyer - Property. Lander the terms of the AgreerneM, before T'Jr nar-k may sell or transfer the `1'tin3ark Property to any third party. Vintark nnust first offer.to sell o3•*ahsler the Tnniark Property.ln'l red Meyer by giving written J)01"I :e to Fred.Movcr of the terms and condition6 on which TrimArk is +[Ring to sell the TritnarkProper:y. ?. purpose of Memorandum. Tbis MernoratzchiFn,is propared for the purpose of recorda(ion:to give notice of the Agreement. It shall not u)nsti.Iutr• an arncndrnent or m0dihcation of the-Agreernent. 4.. Covriterpar(s; This Memorandum may be executed in counterparts that, when assembled,,sltalf ft?rnj one (document TKF M ARK : TR)MARK-NORTH BENSON, l,P.; a Washington limited partnership By: North Benson GP, LLC, a Delaware limited liability company, General Ptirtaer. By:. Wwi or z State of Washington j ss. County of ) On this AL day of ? in the year of 20 0 7 , before me, a Notary Public in anti for said State, Oersor6fly appeare4 Al Jiwani, known or identified to me to be the manacer of T-Hm rk Property`Group, Lf.C-,. the general partner of Trimark-North Bcrison, L-P., the partnership that;executed the Instpunent or the person who executed the instrument on behalf of said partnership, and :acknowledged to me that such corporation executed the swue.'�``���z»tlwit�it! N �„ _ : Notary,Pvblic for W hiii ton i to 'a, �bs4`° y s Q y Residing of i 9 ��r05_0gA-, CK z Aly Commission expires _ 0.g ///t OF WAO���� rt111111k STATE OF ss. County of.l<4�1�- ) �� The farega inUn ment was acknowledged bef, e nrie ibis �W --:da of 20Q Fay urre {�%l S he �G °. }� of 12E]? N�� STORES; INC.,t3hioorporation on behalfot the corporation. IN WITNESS WHME0. ',:I have hereunder set rri and and affixed my official seal the day and year first alzove written l_ ``,�ti��1111i�t 1�b1 n for Se State of ng at- u°�►�or�''.Ce commission expire5_-1 U T �All 41A S HItZG 4 fieturn to. � II I r Chicago Title M Fifth Ave - Seattle, WA 98104 20071019000192 pAGF00Q OFTLIE l PR 4e.00 10/39/2907 0S:21 KING COUNTY, (,In Chicago Tit.lie Insurance Company 701 5th Avellue Suite3400 Seattle WA 98104 Attn: Ref: Recon: KF071007-4s PARTIAL RECONVEYA CE The undersigned, as Trustee underthai ceilain Deed of Trust which Is Fdenfified below, havino received from the beneficiary under said Deed of T.iust a-'-iM(en request to reconaey a portion of the property which is described therein; does hereby reccnvey, without warranty to :he persons) entWod thereto all of the right, title and interest m5w held by sand Trustee. in And to the portion of the property described in said Deed of Trust as follows:. cols X and Y Of King County Boundary Line Adjustment No_ L07t0040, rec.crded Augmt 22. 2007. under recording No. 20070822900006, In King County, Washington Parcei Number: pfn of 322305-SOI6-03 Grantor; Petro Berison LLC Beneficiary_ - Trarisamerica Life Insurance Company 1'i1e7Num eY: 20030122001043 - _ Dated_ 1-22-03 Recorded: 112212003 This Reconveyance executed on.dclober 18, 2M Chicag�q I ra a Co parry (Trustee) Linda Jacftsorr Assistant' Vice President STATLOr WASHIWUON } _ r :t� g)h nFt,Itr l?IJRR15 j C(iJNTY or KING j65 N01'ARY PU3LIC n, th,s dare, before mt. a N.Ixy P blic in a � r r me stele fWASliiKCTOr :dary ST,iTf Of XASkiRG10N remm:ssi—d and swam, per5anar1y appeared 1ANDA JACK50N, w me known as the I;,pf:l,;i 3$!C11 ExPfRES' -,-thorned signatory of Chicago Ttk lnsur nr Company (Trusut) - �'{ +-r• - the colp—lion rhal "ecuied Lk foregoing inslrur:tea% and acknoMtdgsa cd dw ki rrsrrumen, to be I. fens and valuntwy ace and deed ofsaid corpmalioa Jr. d:e ruesgnd - Iarrpascs drt:e,n rnenlio.-red, and on oath dared that hehlre is aurl ui-d to execute ij+ - _ - - said instnmren[ ��'ifnes in, hand and ofFicra) sear htiao affixed on (kwb,,, 19 2007 - Notary kbk In and for it., State of _- 4vA5131N1GTQN,,ts,dwof Sesttic kfy conunhsion erpi ,:s 29, 20a9 - - 20080109000833.001 Return Address: City Clerk's Office City of Renton 200801.090008313l Ilal lal llll 1055 South Grady Way CITY OF RENTON ORD Renton, WA 98057 PAC01 of ee9 same 01/03Es/2008 14.02 KING COUNTY, Wq Please print or type information WASHINGTON STATE RECORDER'S Cover Sheet (RCW 65.04 Document Title(s) (oT transactions contained therein): (all areas appticable to your document must be frlted in) 1. Ordinance 5327 2. (Benson 1-111 Annexation) 3 4 --- Reference Number(s) of Documents assigned or released: Additional reference fl-s on page of document Grantor(s) (Last name first name, initials) 1. City of Renton Additional names on page _ of document. E Grantee(s) (Last name firs(, then first name and initials) 1. City of Renton IAdditional names on page _ of document. Legal description (abbreviated: i.e. lot block, piat or section, township; Tangle) Sections 21, 27. 28, 29, 31, 32 and 33 in Township 23 North, and Sections 5 and 6 in Tov nship 22 North, ail in Range 5 East Additional leeal is oa cave 5 of document. Assessor's Property Tax Parcel Account Number D Assessor Tax ' not yet assigned 'Be Auditor/Recorder will rely on the information provided on the form. 'Fbe staff will not read the document to verity the accuracy or completeness of the indexing information provided Eeerein. I am requesting an emergency nonstandard recording for an additional fee as provided in RCW 36.18.010. 1 understand that the recording processing requirements may cover up or otherwise obscure some pare of the text on the original document. Signature of Requesting Patty 20080109000833.002 CITY OF RENTON, NVASHMGTON' ORDTNANC£ NO- 5317 AN ORDINANCE OF THE CITY OF RENTON, WASHINGTON ANNCXING CERTAIN TERRITORY OF TILE CITY OF RENTON OENSON HILL COMMUNMES ANNEXATION; FILE NO. A-06-002) WHEREAS, under the provisions of RC1V 35A_ 14.120 as amended, a petition in writing requesting that certain territory contiguous to the City of Renton, as described below, be annexed to the City of Renton, tvas presented and filed with the City Clerk on rrr about December 7, 2006: and IVUEREAS, prior to the filing and circulation of the petition for annexation to the City of Renton, the petitioung owners notified the City Council of their iniervion to commence such praccedings w provided by law, as more particularlyspecified in RCIV 3SA_14_120, and WHEREAS, the King County Rccords, Elections. and Licensing Division examined and verified the signatures on the petition for armexaticio and determined signatures represent, as provided by law, in excess often percent (10%) of the registered voters residing in the area to be annexed on January 23, 2007; and WHEREAS, the City Council, after due notice and publication, held a public meeting and passed a resolution on March 12, 2007, accepting (lie 10% Notice of intent petition and calling for an election onthe question of annexing approximately 2A06 acres into the City of Renton; and WHEREAS, the Economic Development, Neighborhoods ;u:d Strategic Plaruiing Department of the City ofRenton having considered and reconttnended the annexing of said annexation area to the City of Renton; and WHEREAS, the City Council having met and adopted a resolution calling for an election on March 12, 2007, aM C F ITT! E' t G[ L "' .. t, the undersigned City Clerk of the ,• -.City of Renton, Washington, certify t 14is is a true and correct copy of r /r7a►tre 111a. 53 27 Subscribed SEA 1, and sealed this;Z day o Dec. , 2W City Clerk 20080109000833.003 ORMNANCE NO. 5327 WHEREAS, the City Council fixed October 1, 2007_ as the time and place for a pubic Hearin; in the City Council Chambers, Cite Hall, Renton, Washington, upon the area and future zoning for it, and notice thereof having bccn given as provided by law_ and WHEREAS, pursuant to said notices public hearings having been held at the time and place specified in the notices, and the Council having considered all matters in connection with the annexation and further determined that all legal requirements and procedures of the lain applicable to the election method for annexation have been met; and WHEREAS, the King County Boundary Review Board having deemed the "Notice of Intention" for the 2,406-acre annexation site approved, as set forth in its closing letter issued on June 23. 2007; and WHEREAS, the City Council met on July 2, 2067, and passed a resolution indicating November 6, 2007, as its preferred date for an election on the question of whether registered voters in the Benson Hill Communities favor or do not favor annexation to the City of Rcntou 31 this time; WHEREAS, on November 6, 2007, the voters in the annexation area voted to approve the annexation; and WHEREAS, the Comprehensive Plan was amended for the Benson Hill Communities Amexation area as part of the City's 2007 Comprehensive Plan amendment cycle, and those amendments are being adopted contemporaneously with the adoption of this ordinance; and WHEREAS, upon annexation, the residents shall accept that portion of the City's Cornpreliensive Plan as it pertains to the territory, including the applicable Zoning Code relating thereto; and 2 20080109000833.004 ORDINANC-F NO. 537_ i WHERFAS, the City of Renton will complete ptezooing of the non -street portions of the 2.406-acre arutexation site R-J_ R-4, R-8, R-I0, R-14, PtMF, RMH, CA, CN, and CO prior to the effective date of the annexation. NOW, THEREFORE, THE CITY COUNCIL OF THE CITE' OF Rl NTON, GVASIiINGTONI, DOES ORDAJN AS FOLLOWS: SECTION 1. All requirements of the Jaw in regard to the arutexation by election metitod, including the provisions of RCW 35A.14.020, 030, 040, 050, 090, and 100, have been met. It is f irtl.er determined that the petition for annexation to the City of Renton of the property and territory described below is hereby approved and granted; the following described property bein contigrtrnrS to the City limits of the City of Renton is hereby annexed to the City of Renton, effective March 1, 2.008: after the approval, passage, and publication of this Ordinance; and on and after said date of March 1, 2008, the property shall constitute a part of the City of Renton and shall be subject to all its laws and ordinances then and thereafter in force and effect; the property being described as follows - See Exhibit "A" attached hereto and made a part hereof as if fully set forth herein. [Said property, approximately 2,405 acres, is located within Renton's established Potential Annexation Area and generally bounded by the City of Renton corporate boundary on the west and north, SE 192n6 Street and S 200f' Street on the south, � Avenue 5, the eastern edge of Boulevard Lame Park, the and on the east, 108` western edge of Boulevard Lane Division No. 2, and 1280' Avenue SE, if extended, but including Renton Park and Charles Lindberg High School, as legally described in and shown on Fxhibit "A" attached hereto and incorporated by reference as it fully set forth.] and tltc property shall be subject to the City's Comprehensive Plan and Zoning Code. SECTION 11. This Ordinance shall be effective upon its passage, approval, and five days after its publication. A certified copy of this Ordinance shail be filed lvith the King County Cowrcil, State of u'ashington, and as otherwise provided by law. 3 20080109000833.005 ORINNA1ICE N0. � -+27 PASSED BY THE CITY ( OUNCH. this 1 Oth day of December , 2007. Bonnie 1. Walton, City Clerk APPROVED BY THE MAYOR this _ 10th day of December , 2007. Appt ed as to form: Lawrence J. Warren, City Attorney DatcofPublication: 12/15/2007 (summary) ORD.1419:11 r'27/07: sr 4 4- lel� _.._ --- Kathy Keo k, Mayor 20080109000333.006 ORDINA14CR VO. 5327 EXIMIT A BENSON 1-HU ANNEXATION LEGAL DESCRIPTION The lauds included within the subject arsrexation are situated in parts of, Sections 21, 27, 28, 29, 31, 32 and 33 in Township 23 Nortii, and Sections 5 and 6 in Township22 North, all in .Range 5 Last, W.M., in King County, 'Washington, said annexation area being more particularly described as lying within the following describes) boundary: Beginning at the southeast comer of those lands annexed to the City of Renton under Ordinance No.] 961 in the Southeast quarter of said Section 21 said southeast comer also being the point of intersection of the west line of the Southeast quarter of the Southeast gwncr of said Section 21 and the southwesterly right of way Margin of the City of Seattle Cedar River Pipe Line; Thence southeasterly along said southwesterly rnargin_ crossing SE I600t Street, to the south line of said Southeast quarter; Thence westerly, along said south line to an intersection -with the east line of [lie west half of the Northeast quarter of said Section 28; Thence southerly along said east line, to the northerly right of may margin of SE 1641' Street; Thence easterly along said northerly margin to the point of intersection with the northerly extension of the easterly right of way margin of 120' Ave SE; Thence southerly along said northerly extension and the easterly margin thereof to the north line of the south half of said Northeast quaver; Thence easterly along said north line to an intersection with the east line of said Section 28, Thence southerly along said east line; to the norlhuest comcr of "Tract A", Fainvood Park Division 7, as recorded under Volume 1 t6 of Plats, Pages "through 90, said records, in said Section 27; Thence generally easterly, southerly, westerly and southerly along the various courses of said "Tract A", to a point on the northerly right of way margin of SE Petrovitsky Road (Petrovitsky Road Revision, Est_ 5-28-62), in the Southwest quarter of the Southwest quarter of said Section 27; Benson Hill Annexarion 1 .tune 22, 2007 20080109000833.007 ORDINANCE. NO. 5'27 Thence southeasterly perpendicular to the centerline of said SE Pelrovitsky Road, a distance of 92' to the southerly margin thereof; Thence southwesterly. westerly and northwesterly along the various courses of said southerly right of way margin, crossing 128`hAvenuc SF, to the northwest corner of that portion o€12PAvenue SE dedicated per deed under King County Rec. No. 20000913001594, on the westrriy right of way margin of 120'Avemie SF; Thence soutireastcrly and southerly along said westerly ril;hl of way margin, to an intersection with the east line of the wost half of the Southeast quarter of said Section 28; Thence southerly along said cast line; to the southeast corner of said subdivision said southeast corner also being the northeast corner of the Nortlt4vest quarter of the Northeast quarter of said Section 33: Thence southerly along the east line of said subdivision, fu the southeast corner thereof, said southeast corner also being the northwest corner of the Southeast quarter of the Northeast quarter of said Section 33, Thence easterly along the north line of said subdivision, loan intersection with the northeasterly right of way margin of a 100' wide Puget Sound Power R. Light Transmission Line right of way; Thence southeasterly along said northeasterly right of quay margin, to an intersection with the northeasterly extension of the southeasterly lines of Lots 2 and 3, King County Short Plat No. 779163R, recorded under King Cotinty Rec. No_ 8105060679; Thence southwesterly along said extension and the southeasterly lines of said lots, to an intersection with the northeasterly tine of Lot 1, King County Short PIat No. C1077001, recorded under King County Rec. No_ 7806080590; "Thence northwesterly and southwesterly along the northeasterly and northwesterly lines of said Lot 1, to the most westerly comer thereof, said comer also being a point on the south line of Lot 2 of said short plat; Thence westerly along said south line, to the northeast corner of Lot 4, King County Short Plat No. 775089, recorded under King County Rec. No. 7710200755; Theaee southwesterly along the east line of said Lot 4 to the southeast corner thereof, said corner also being on the northwesterly line of Boulevard Lane Division No. 2, as recorded under Volume 82 of Plats. Pages 20 and 21, said records; Thence continuing southwesterly along said northwesterly line, and southerly along the westerly line of Boulevard Lane Division 1, as recorded under Volume 80 of Plats, Pages 89 and 90, records of Icing County, Washington, to the westernmost southwest comer of Henson Hill Annexation 2 June 22, 2007 20080109000833.008 ORvINANCE NO. 5327 said plat, said southwest corner also being on a line 1073.56 feet north of and parallel with the south line of the Southeast quarter of said Section 33: Thence westerly along said parallel.line. to a pwnt 300-00 feet easterly of the tivest line of said subdivision, as measured p4endicular thereto, said point also being on the north line of Boulevard Lane Park, as deeded to Icing County under King County Rec. No. 19991011001557; Thence southeasterly along the east line of said part; to the point of intersection of a line 422 feet east of and parallel with the west line of said subdivision and a line 300 feet north of and parallel veith the south line of said subdivision: Thence continuing southerly along said east line, parallel with the west line of said subdivision, to a point on the northerly right of way margin of SE I92"r Street, said northerly right of way margin being 50 feet northerly of the south line of said Section 33 and the centerline of SE 192"d Street; Thence westerly alcn the various courses of said nortlerly right of way margin, crossing 120'hAvenue Si, 116 Avenue SE, 1 14`h Place SE and 1 13'h Way SE to its intersection with the easterly right of way margin of State Roule 515, said intersection being 40 feet right of Station 270+50 per Washington State Department of Highways, 16ght of Way Plan SR 515 NIT 3.87 to MP 5.15, Renton Vicinity: SE 196`s to Carr Roach, Sta 257400 to Sta 283400, Sheet 2 of4 Sheets in said Section 32; Thence westerly, crossing State Route 515 (1080' Avenue SE), to a point 40 feet left of Station 270+40 pei- said Right of Way Plan; Thence southerly along the various courses of the westerly right of way margin of State Route 515 (l08' Avenue ICE), crossing SE t 92"d Street, SE 196`h Street and SE 199h Stteet, to the northerly right of way margin of SE 200`h Street in the north west quarter of said Section 5; Thence westerly atom the various courses of said northerly right of way margin, crossing 106`'Avenue SE, 105 Avenue SF and 104'h Avenue SE, to its intersection with the existing City of Renton Limits Line as annexed under City of Renton Ordinance No. 3885; Thence northerly, easterly arid westerly along the various courses of the existing limits of the City of Renton as annexed under City of Renton Ordinance Nos_ 3985 8. 3109 to the point vrbere said existing limits as annexed under City of Renton Ordinance No_ 3109 leaves the section line common to Sections 5 & 6 and enters said Section 6; Thence northerly along said conrneon section line to its intersection with the existing City of Renton Limits Line as annexed under City of Renton Ordinance No. 3268; Benson Hill Annexation June 22, 2007 20080109000833.009 ORDTNANCE no. 5327 'Thence generally northerly and easterly along the various coursc5 of the existing limits of the City of Renton as annexed under City of Renton Ordinance Nos. (in order frorn south to north) 3268, 5205. 5041, 32687 4069, 1743, 4476, 1971, 3864, 1971, 5236. 1971, 3742, 1971, 3108, 1909, 5208, 3730, 22247 1871 and 1961 to the Point of Beginning; FXCEiP"l' she north 100 feet of the -west 230 feet of the South haif of the South half of the Northwest quarter of the Southeast quarter of said Section 29_ previously an to the City of Renton under Ordinance No. 3432. TOGETHER WITH the following: That portion of Lot 3, King County Short Plat 779 MW rmorded under K ing County Rec. No. 8105060679, within the South half of the Northeast quarter of the Northeast quarter of said Section 33, if any; and Those portions of the Northeast quarter of said Section 6 and the Northwest quarter of said Section 5, lying southerly, westerly, southerly and westerly of existing City of Renton Limits line as annexed under City of Renton Ordinance Nos. (ill order from north to south) 3268, 3751, and 3109, and lying northerly of the northerly right of way margin of S. 200`h Street; and That portion of the Northwest quarter of said Section 5, lying northerly of the northerly right of way margin of S_ 200"' Street, westerly and southerly of existing City of Renton Limits Line as annexed under City of Renton Ordinance No.3885, and easterly of existing City of Renton Limits Line as annexed under City of Renton Ordinance No. 3109. Benson Hill Annexation 4 htne 22, 2007