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Home My WebLink AboutMiscAssessor-Map , ,, KCLL."'.. I 8811020 '1:-12llt SJ ·-;2 J-;i~_,-;,, l/j-5?~,-{ ;, " ' F'.JP. ''i-.s.1-0.;i lo/ e KCLLA S9lLOOG9 .~·,{ N A .. 0 "' ; :l! "' m " . .!., :; ~. i UN l. "/£ l'.C :z 1061::.,,-,_-~ 9(:4!" ,}' -·"-},:: -· -.JnH st ';if, LOT X Page 1 of 1 "36l{ll}f 916CJ 4.8121 S l, 12 AC ' " "' 130::0 s OOJ5 ?f..174TH ST J(lj_ 4~ V.8.01 I JU.Jg :i .~.<' AC 91.2':l N ' .. :: " SF' ~ N 42-21-\t.2 E !l. (,(j .,.. 'N 0 .. ': , "· 0 ~· ~- 0 " z, 4.'.I Ill 0 , 'El· "' "' 1~060 ~H4 f 1'!69 N.W S, 642' OF This map has been copied from the public records and Is provided solely for the purpose of assisting in locatlng the premises. No Jlabiflties are assumed for inaccuracies contained herein or for variations, if any, In dimensions, area or location of the premises or the location of improvements ascertaif~'f!?(ttt.tl~ret/ ~-: ; 1._p• ,; : http://geo.sentrydynamics.net/lNA_King/assrmaplarge.aspx?parcelid=29230591 125'" ' 4/3/201.4 • ., When recorded return to: TVC RENTON CO. WA, L.L.C. Attn: Ben Dorer, CPA, MSA 5757 West Maple Road, Suite 800 West Bloomfield, Ml 48322 111111~1110011111111111 20130913002676 CHICAGO TITLE 11D 74. Ml PRGi-89 I Of' 983 eB/13/2913 1&:18 KING COUNTY, UR E2630128 19/13/2813 16:17 KINC COUNTY. 11A 2!I ee TAX sa&,1 . SALE $5 , 4et , eee . ee PRG.E-801 OF ee1 STATUTORY WARRANTY DEED THE GRANfOR(S) MAILLET • MUIR ASSOCIATES, A WASHINGTON GENERAL PARTNERSHIP for and in consideration of TEN DOLLARS AND OTHER GOOD AND VALUABLE CONSIDERATIONS in hand paid, conveys, and warrants to TVC RENTON CO. WA, L.L.C., A MICHIGAN LIMITED LIABILITY COMP ANY the following described real estate, situated in the County of KING, State of Washington: PARCEL A: LOT A, KING COUNTY BOUNDARY LINE ADJUSTMENT NUMBER S91L0069, RECORDED UNDER RECORDING NUMBER 9104261602, IN KING COUNTY, WASHINGTON; PARCELB; AN EASEMENT FOR IMPROVEMENT, USE AND MAINENANCE FOR INGRESS, EGRESS, CIRCULATION AND LANDSCAPING, AS ESTABLISHED BY INSTRUMENT RECORDED UNDER RECORDING NUMBER 9009170443. . PARCELC: AN EASEMENT FOR SEWER LINE AS ESTABLISHED BY INSTRUMENT RECORDED UNDER RECORDING NUMER 9009170444, FOR THE BENEFIT OF LOT A OF SAID BOUNDARY LINE ADJUSTMENT. PARCELD: THOSE CERTAIN EASEMENT RJGHTS FOR PEDESTRIAN AND VEHICULAR INGRESS AND EGRESS AND USE RESTRICTIONS AS ESTABLISHED BY THAT CERTAIN RECIPROCAL EASEMENT AGREEMENT RECORDED UNDER RECORDING NUMBER &b ti<:nl3e>o.2'115 . Tax Parcel Number: 292305-9125-06 TITLE TO THE REAL ESTATE CONVEYED HEREBY SHALL BE SUBJECT TO ALL ENCUMBRANCES, RESTRICTIONS AND COVENANTS REFERENCED ON EXHIBIT A, WHICH ARE INCORPORATED HEREIN AS PERMITTED EXCEPTIONS. LPB 10-0S(r) Pagel of3 • -- TO Bl! INCORPORATED INTO ANO MADE A PART HEREOF Of Tl!/\T CERTAIN STATUTORY WARRANn' DEED WHEREIN MAILLET' MUIR ASSOCIATES, A WASHINGTON GENER/\L PARTNERSHIP IS GR/\NTOR AND 1VC RENTON CO. WA, LLC., A MICHIOAN UMITEO lJ/\BAIUTY COMPANY IS GRANTEE. Date: September 9, 2013 M/\IUET • MUIR ASSOC IA TES, a Washingion Gcnr:nl Pannenhip By.~~ J . 11 ct 111:~ By.~~ Donald M. Muir Ill: Managing Panncr State of Washington CouDly of King SS: I ccnify that I know or have satisf..,l<>r)' evidence that JOHN W. MAILLET is the pmon who appeaml before mo, 111d Aid pmon acknowledged that be signed 1llia instrumen~ oo oath stated that be is authoriZJcd to .. ceutc the instrumcn1111d acknowledged it as thc MANAGING PARTNER of MAILLET• MUIR ASSOCIATES,• Washington General Pannmhip to be the free am! wlunwy act of such party for the uses and purposes mcntioocd in lhc imuYmcnL D State of Washington SS: Co1mty of King Nolary Public State ol Wash.Jnglon CHRISTl~E S PIEPER My Appolnlmenl Expires Mar 2. 2015 > I certify !hat I know er have 111isfactt11y evidence that DONAID M. MUIR is the pmon who appean,d bcfOR me, and llid pmoa acknowledged tbat he sigi,ed Ibis instrument, on oath statod that he is authori:r.cd to ''"'"""' the instrument 111d acknowledged il as the MANAGING PARTNER of MAILLET' MUIR ASSOCIATES, a Wuhinll<>nGencnil Pu1nmbip to be the free and wlunwy act of such party fortbe uses and JJWPOKS mentioned in the imlnmlCllt. Nolary Public Sti\e ot Washington CHRISTIANE S PIEPER My Appolnlment bplres Mar 2, 2015 LPB 10-05(r) Pagc2of3 TO BE !NCO RPO RA TEO INTO ANO MADE A PART HEREOF OF THAT CERTAIN STA TIJTORY WARRAN"TY DEED WHEREIN MAILLET• MUIR ASSOCIATES. A WASHINOTON GENERA!. PARlNERSHIP IS GRANTOR AND lVC RENTON CO. WA, LLC, A MICHIGAN LIMITED LIABAllfTY COMPANY IS GRANTEE. l. 2. 3. EXHIBIT 'A' PERM1111ID EXCEPTIONS COVENANTS, CONDIDONS, RESTRICTIONS, EASEMENTS, NOTES, DEDICATIONS AND SETBACKS, IF ANY, SET FORTH IN OR DELINEATED ON THE BOUNDARY/LOT LINE ADJUSTMENT RECOWED UNDER RECORDING NUMBER 9104261602. EASEMENT AND TIIE TERMS AND CONDmONS llfEREOf RECORDED UNDER RECORDING NO. 5664146. EASEMENT AND THE TERMS AND CONDmONS ll!EREOF RECORDED UNDER RECORDING NO. 9009170443. 4. SEWER LINE EASEMENT AGREEMENT, AND IBE TERMS AND CONDITIONS THEREOF RECORDED UNDER RECORDING NO. 9009170444. S. EASEMENT AND THE TERMS AND CONDITIONS THEREOF RECORDED UNDER RECORDING NUMBER 9009170448. 6. EASEMENT AND THE TERMS AND CONDITIONS THEREOF RECORDED UNDER RECORDING NO. 9S012S0239. 7. EXCEPTIONS AND RESERVATIONS CONTAINED IN DEED RECORDED UNDER RECORDING NOS. 2813921 AND2157496, RESPECTIVELY. a. MEMORANDUM OF THE omoN AND SITE LEASE AGREEMENT, INCLUDING THE TERMS AND CONDITIONS OF THE LEASE DISCLOSED THEREIN RECORDED UNDER RECORDING NO. 20010425000497 AND MEMORANDUM OF ASSIGNMENT AND ASSUMPTION AGREEMENT RECORDED UNDER RECORDING NO. 200408l9000S4 I. LPB l0-0S(r) Pagdofl - = N 0 (I) ... (/) N .,. 0 ... r:) ~ g _, _, :t .. , ~.1 ~ "' -... · .. 0 e ~---~-------=~--........ --~·---~·-~~~--~----··-. ·~ ... ..... LotC ........ .... 125 .... 158 l.o!C 42 ,,. ... .,. ... SE Sij -Oww'1 flatnt ' Associates P.O. »ox 7261 Renton WA WD58 .......... 29 2J 5 Clly Seattle, WA 98111· 10.00 2.00 26,00 --292-3135·. ..... :se.oo _.__ 00 .... See Att4chod ~-: .~-. C -::--· """ ~~ .--"' ' '· ""' -"::.;;__. ----------------------------~-------------..... See Attached LO!C See Attached "· ~· ' .. RECEIVED MAR 2 81991 SUBDIVISIONS t.O ...... r 0 0 a') c.o • 0 I I I I gr::at> ,-,o~ N~O r-::111£)111 ~ .. a, " I I I •• I s:N: tl~~-r -NN " o,.,. ~:: !:tiS "'I p 8~ iob~ "-! .. I • z 'ictu; ~ J~ ~~ 'I ~11gg :ca,& tn ~5!5!5! s~ ~1 n"'"' ij ~~~i g-1.., CD\~. r 0 ,, mt.~ lj'i!go 9.~ --f "' ~~~ . ~ '8 el z 0 > g"' eo' • O'I] ,,. / ~ ~ ~~ ~,~ ~-. I;"' ~ . ~~ ~ ~ '"',;,.:::;::---=::::::=---.!!',!EN~SON~RO~AD~ EAST UNE OF THE st·•lE H-No.•~ SOUTHEAST QUARTER " "1 -.. OF' TI-IE SOUTH'i'fEST QUARTER or SECTION 2t Oo lot Write B4low Thia i.!.De OU&lifi•• fc~ au e1n11ptian UAdet leatiCUl 11.26.030(FJ af -th• K~ CCJ\lllty Subd1v1•1oa Caci• aad JlfCtioz,. 51.17 ct tl:ae Rev1aed Cod. of Nc1blavtoA. :rt don not cou1titute an •uw:uoe that th 11.ew·ly c:10QJ'i9und lcit(I) cu. 1M built ar aubdivid-«1 h th• future. I ! i j ' 1 I I \ ,.., .. ::, :)j i .}l :J /1 /~ I / I ·r lf..(/9/fl r paq • 0 • • ( e758,0l ftAILlET * ~UIR ASSOC1ATES 3 JAN 1991 OLD LEGA\. DESCRIPTION FOR PAACEL A1 .. That portion cf the Southust quu·ter Of U1e So1.1thweit qHr-ter of Section 29, Town~hip 2J North, R•nqe S Ecst, W.I\,, in King C:aunty 1 Wuhington, lyinq West of the WHhrly .i,1r9in gf S. R. 51'5, n con\l'tt)'ed to the shte oi w .. 1.J\inqton b)' in~truHnl rl'c:Drdll!d under recording Na. 711l10l1-0219, West 01' the Wnlerly Hr9in of 108th Avenue S.E. (Btn1on ROAD)• ,1.5 conv.,)'ed to King County b)' tnstrul!iel\t rec:ord•d under rtcordinq No, S284R$6 North of the Northerl)' Hrgin of Southent 17i!t\h Street u. conve)'t-d to King Ccunty b)' instruHnt reccu·dNI 1,1nder recordin9 No, 5284956, Sauth of the-Southrrly ~•r9in of South&•st 17~th Str•elt •s canv1yed to KinQ County by i~stryment recorded under l"itcording Ne. 1,9878~, •nd E•~t of ,. line · de5c:riLed H fo1lc11,1u BEGl...,ING at the So11t.h qu•rt•r corne-r a'f ~•id S1E'C\ion1 THENCE South eo• "18' 01'" Wnt •long th&'-South line of !id.id Section, •. dislanc~ of J6B.Ol 1'e-e-t; THENCE North 03• 11' ~9" West • dist.lnc.t of S0.00 feert to tht Nol'lhed)' Hr9in of uid SouthH"!lit 176th Stre-el, uid point b•inq • point of cur11eii THENCE Wrste-rly •long s•id Northtrly Hrq:in c;n • curve to the right h•1i1ing • udius of 309.17 te-et for ~ dist.&nci!' of '1:1.28 feet ;md to the TRut POINT OF BEGlt,.l,,IING of Hid line, ducription1 THENCE North OP '13' J6" East, • di~tance 184.6:8 fut; THENCE North es• 16' 44" West, • · dist.nc• of 8.34 fe.t; THENCE Nor-th OP .q3· 16 .. East, • dist.rice of 229.60 feet to the Southerly 11argin of s•id South~ast l/4lH Street d.nd TERMitAJS of said line de~cr-iption; ('fA~SO known as lot A of Kin9 County lot Line Adjust•ent No. 1184DOB '!• ... ,, -'\U. EXCEPT •11 buildjn9s 1 fi«lYres •nd equip,ient •nd •ny other right, title •nd interest•$ conveyed by in~tru~ent recorded under re~ordinq No. S~OJl011~6; •nd E.XCEPT '11 c.oAl ,nd niner.ah .i.nd thl!' right to explore for •nd r11ine the ~•~~ •~ r~served by deed recorded under recordino No. 2813921. All silu~t~ in the County oi King, St•t1 of W•~hington. Refereoce1 P•nel A, First A111eric•n Titltl' ln5ur•ncei Coaip•ny''I Pl•t Ct",-ti'fiu\e Order No. 187359-! NEW LEGAL DESC:RlPTlON FOR PARCEL A: Thdt portion cf theo Southu."t Qu•der of the SoulhwHt qu,rter of Section 29, lcwn'iihip 23 North, R•ngf' S £Ht, W.lt., in King Count)', Wnhingtoni being 111ort particul•rly described•~ follo1r151 BEGINNING at \he South q1.i.,der corne,r of uid Sectiont 'tHENCE South 86• '18' 01" Wt>sl •looq \he South lin• of said Sec.lion. 368.01 feet; THENCE North ~3· 11 · 5~·· Wnt 50.00 feet to lhe Norlhorl1 Hrqin of said Southeast 176th Strc-et , THE TRUE POlNT OF BEGlhNING •nd • point on. • non- t•nqent cur'w'e iroai which the centt"r be.i.r5 North QJ• 11' S9" WHl 308,17 iHt di5tant; THENCE Wnterly •long said Northe,l"ly Hrq:h1 dong :1 curve to the riqht h•,..inq • c.entral •nglll' of 09• 31' 14• .ind ~ arc lenqth at Sl~JQ ·.·,:.:: "· - 1 n 0 • • ( ie-et1 THENCE NQr\h ot• 43' 16" E,1il 199.2~ frel1 THENCE •lan1J 4 curve to the-hf\ h&ving a rt11diu~ of 2S.OO feel, • centrd •n9le of z4• 59" ll" ,nd ,1 o1rc l!'nqth of 10.90 'feet1 THENCE Narlh 01• 43" u• E•5l 20111.0'4 fut 11ore or ln~ to the, Southt'rlr 1u.rgin of Southeast 174th Stre•t, .a5 conYl!)"•d to kir,g Couflly by instru11~nl rl'corded und,r recordinr, No. 1~9B78S1 THE'NCE South 79• S1' 09" Ent JOJ.40 fnt !IOI'!' or hn h the llle1.ter'ly Hrgin of s. R. S1S, ••• c1:>rwe>1ed to th• 1-Ute of WuhinQton by instri.1Hnt rl!'corded under ,.-ecordin9 No. 7410Jl-0279 and • point on • non-t&ngfl't curve froll which th1t ce,n\e'I" burs South 6S" 04"12" Ille-st 75!t.OO f••t dh,hnt1 th1nce •long • c;urve to \he right. h•vinq .a unlul angle of 20• •)?"0" .and • ,,..c lenQlh of 264.lS fH'I.I lHENCE South OP 42' ~Z" Wnt ,1,lenq Hid Hrgii\ 09.40 fe•t THENCE South ~2· 21' 02" West 21.60 te•l to the North!orly ••r9in o1 South•i•t 176th Str•et •~ conveyed to King County by in5tru~tnt rl'corded under recording Ne. 52848:i6, THEMCE Seu.th S6· 48' 01" West lOB.01 fHt to THE TRUE POINT OF' SEGJ..iJ~ - Containing 131 1 339 Squ•r~ Fee\ ~ore or les,. Subject to ea1ra•nt, re5trictions, •nd re~,r~•ticm of record. ------------------------------------------------~-------------------------OLD LEGAL D£SCR1P1l0N FOR PARCEL B: That portion of the Southus\ qu1,rter of thP. Southwest quar'ter of Section 29,. To1o1nshi.p 23 North, Range 5 Ea1t, w."., in Kin9 Cpunty 1 Wuhingtcm. de~cribed •~ follo•s: BEGINNING at th~ · South qu~rter ccrneor of uid Section; THENCE Scu\h 86• 49· 01• Llet.t donq thi: South line a1' Hid Section, a di•t..ncl! of 36B.01 1'e,e\1 THENCE North GJ• 11' 59" West, • dishnc• of 50.00 feet to the NDr\htrly Hrgin of S01,11.hHst 176th S.treeo\1 IS conveyed to Kinq Cg1,1nt)I' b)' in,tnannt recorded under reeordinq Na. S2848,61 THENCE llntel"'ly Alon; uid Northerly aar9in on ,. curvl! tci the d'l)ht h•virig • radius of 308.17 feel• 1'or • dist•nce o1 4,.ze 111et tci the TAUE POINT CIF BEGINNING; THENCE North OP 43' 16" Eolst, ~ dist.nee gf 1B4.68 fttt; THEtl:£ North ee• 16' 44~ lln\ 263.78 fHt to tho Narth,rl)' marqin af I.G, Cur Road (106th Placr Sou\heot). u canveyed ta Kinq County by in•truaent recorded under recordinq Na. ~2948561 THENCE Southeasterly •lonq 1•id ~arqin ~JB.82 feet to th~ TRUE PCINl OF BEGlNHlf«l. EXCEPT all buildings, fixtures and ~Quipnent and •ny other right, titl~ •nd intere5t a5 conveyed by ini\rumen\ record•d ~ndeor recording No. eqoJ30114&1 and EXCEPT •11 coal and 111inera1S and the-di;ht to ei;plareo for •nd l!ine \heo sa111e a~ res~rved by deed recorded under recordin~ Na. 2813921, All ~ituate in the ~aunty of k'h9, STATE of Washington. Ref~rence1 Parcel D, Firs.t Aaedc:an Tith In,urance Compan1·s Plat Cerlificat~ Drd~r No. 187359-5 NCW LEG~L D£SCRJPJ10N FOR PARCEL B; That portion of theo Southeast quar\e.-of th!' South•est QUf.rter of Section 29. Town,;hip 23 North, fl.l,nc;ie ~ Eu1, W,M,1 in King County, Wnhington; beinq Gore polr\it~l~rly de$crlbed as iollciwst 'I .In =-~...r. -· 0 e G • ( fj((ilt,f,JlMG •l tht> Sowth qu.vter corner of uad Se,chot,; THENCE South a&• 49· Ol" West illon; the South lir,e of uid Section, 36$.0l 1Hll THENCE North OJ• 11 • S9" Wes.t 50.00 feet to lhe Northerly Hrq:in of sud SouUiusl 176th Strel'l •nd • p1C1int on • non-l•ngent curve frr:11111111hich the croleor burs No,tt. OJ• 11 · 59'* We!tt J08.17 feoel dishnl1 TttEt.iCt Weste,rly •long s,id Nor1.herl7 Hrqin •lon«il • curve to t.heo riqhl h4vinqi • cent.rd .i.nqll bf 09• 32' 14" •nd " aP't: lenqlh of 5'1.30 fHl to THE TRUE POINT OF BEGI~lNG; THENCE North OP 43' 16" £ut 199.2!> feet, TH£NCE alo1_~ • curve to the left ha"inq 1, r.t.di!J\ of 2~.00 fe!'t, a ctnh"•l anqleo of er,• 59· S6" ;.:,4 .-. -''' i#i,~i.h ;;.f H.2/ iee-t; THENCE Nodh 88' 16" 44" WHt 2~S.94l f•wt 11ore or lru ta th• Northtat.t&rh Hl'qtn of l.G, Carr Road lliQ6th Place Sou.thPo\)1 ,1s convr>yed to Kin9 Count)" b)" :intitru.11ent rt'c~rded undvr recording Ne. ~28~8~6, TMEr<:E South 26• ~o· 41-E••t •lonq 'fid a4rgin 73.63 feet; THENCE •long • curve to the leoft h•vinq • r•diu'!.1 of JOB.17 feet,• central ~nqle cf S6• ~6' 1£• ,nd • •re lrnqth of 305.JS 1,et to THE TRUE POINT OF BEGINNING. , Contjining 4J 1 8Jl Squ,re Ft't't ~Ori!' or 1eS$. Subject to eo1se~ent, re1l~iction1, 4nd re'!.ervation of record. -~------------------------------------------------------~--------~--------- OLll LEGAL DESCRIPTION FOR PA~CEL Ct THAT portion of the 5outheut Quarter of the-Sou1hwHt qu•rtcr ~f Sectic;,n 29. lo~'!'ihip 23 North, Range 5 E•st, W.rl., i.n Kin~ Count)', ~uhinqton, d9scribed ., follows; SEGlmilNG at the South QUilrtM cor-ner of ~•id Sectio~t THE.NCE South B6· qa· OP Wt>St •lanq the South line of s1.id Section. • dii,5hni:.e af J68,01 'feet; THENCE 1-bl"'th 01• 11 • ~9· West. • dhUnc:e of )(1.00 f,ft to thl' Northerly 111arqirt a1 Southeul 176th Strel't. •s conveyed to Kingj Count)" b)" in,tru111enl recol'ded under' recording No. 52B4BS6, 5,•id point beoillq • point of curve; THENCE lileostedr along sdd Narthitrly n.1'l'"C;11n on • cutye to th~ right h .. vinq a rAdiu'So of 308.17 feet. for a dhhnc;e af l!.5.29 ftoli-tt THENCE North o\• Q.J' 16" E•'!'it, J dishnce of 184.60 tl!'el;I THENCE North ea• u· 44 .. We'lit. • di~U.nclt' of e.J4 1nt to the TRU' PCllNT OF BEUINIIING; THENCE Con\in\.lin9 North ea• 16' 44' Wot. a dhhnce I of 256.82 fHt to the Eu.terly 111,rgin ot 1061.h Plue Southe~~t. •'Ii c.onvey~d to Kl.nq Count)' Dr ins \P"ufhen t recorded undl'r r~cord.inq No. S28485~; THENCE North 26' ~o· 49~ West •lonq said Ea,t•rlr n .. rqin 231.S4 feet lo~ point of curvl'; THENCE l'llorthl,je,s.terly •long Hid Eute,dy aarqin of 1' curve to tf'II' Left, havin11 • r•11ius o1 4J2.04 fel;"t 1or • distani:;11! of 124.Vl fFet to t"I' S0i.1lh~rl)' 11arqin of SouUiHst 174th Street~ ti.I conv•r•d to Kin,;ii C0t.1nty by in5tru•'!!'nt recor'dl!'d 1,1nder recording No. 1!i987B,1i THENCE $01,1\h 78· 51' 09~ Ea!5.t. .llOflq s.aid 50\llhl'rly .. r9in 1 • dishnc•! of .qqQ.l2 feet1 THENCE Soulh 01• 43· 16" West, .a. di1hnce-of 22?,60 fHl t~ Uut TfiUE POINT OF BEGlt.lJlNG• G..ALSO known ,H, L~~:~~--K~riq Couniy Lot ~:~~-~~~nt111enl No. 11B4 8); EXCEPT •11 b~,ilding'!'i, fiJture5 •nd t'quiprr.ent and Al'IY other right,1 liUe and 1ntl'rest 1'S conve1ed b1 ln~\ru~~nt recorded under recordinq No. Br03301146J o1nd EXCEPT •11 coo1l dnd ni11erals •nd the riqht ta ci•r;lore for an~ •inC' the s.A~l' •~ re~~rv~d by deed recorded undl'r recardinq No. 28139:1. , •. ; .f.., .. " .. J .. Jfa.,, .. •A.#.h.·!k:5' 1.(' '· ·-··,, ._ .. '\ -·-1,-, -• • Cl • ( All 1iluat• in the Cadntr of ~inq, Stat• of Wa1h1niton. Referucei Parcel C. Fir1.t Aaeric.t.n Titl• Insur.ncl!' CCflpany's Pl.at Certifical• Ord•r No. 1873~9-5 NEW LEGAL DESCRIPTION FOR PARCEL C: That portion of thv Southut.t ciu•rter of tha, SouthwH,t qu.rt.r af Section 29, Townhip 23 North, Ranq1 !I Ent, W,l"I,. in Kin9 Countr, Wut\ingtant beinq aore particularly described as follo~s, BEGINNING at the South qu•r-ter earner of slid SectionJ TI-IEN:E South e&• 49' 01• West alonq the South Hne of uid Se-c:tion, 368.01 fHlJ THENCE North 03• 11' 59• Wl'st 50.0<> ftoet ta the Northu'l)' Hrgin of Hid Southeut 176th -Street ,and • point on a non-h.ngent cur"• fra. 111hich th• centl!'r be,,r5 North 03• 11' 59" W.st JOB,17 fcttt dist.Ant; THENCE Wl!'slerly dong uid Norther!)' Hrtiin alanq & c.urYP to ttut r"iqht h1vinq • centl'4l 1ngle of 09• J2' 14" •nd • uc limqth of 51.30 fHtJ TH£t<E North 01' .q3• 1&" £nt 199.25 fnt; THEt£E along • cu.r"'• to tht left twvin9 ., r1.dius of 2,.00 fHt, • c.entr•l •ngle of z.q• 59' 11• and • •re length of 10.90 1'eet lo THE Tm£ POlNT OF BEGiltllllNG1 THENCE Nctrth 01' 43' 16" b1t 204.oq feet ~ore or les5 tD the Sauth,rly aarqin-of South~a,t li~th Streat, n conYeytd to 1<in9 taunt:, by instrua•nt recorded uncltr ncor1Unq No. 1598785; THENCE North 79• 51' 09• West along Hid augin 448.32 ftel •or:t or lus to th• North&nbrly' Hrqin of 1.6. Cur Ra.d (106th Plact Southe.o.l J, u conveyed to King County b~ in5tru.•ent recorded u.nder rtic:Drding ND. S2!MBS6, and a point on • non-t.onqent curYI!' fn111 which the t•nttr bHrt. South .qti,• 34' 2s• We-st 432.04 fHt distant1 thence tlonq • curve to the right havinq • c:•ntro\l 1nqle 01' u.• 34 · 46" and • .i·c: length of 12S.02 feoet1 THENCE South 2,• !10' 1119" £,nt 186.0D fret.J THENCE 5outh ea• 16' q~M E1at 255.94 fe~t TliENCE alon9 i curve to the right h1vi~9 • r1diu1, af 25.00 fe!!t, , umtr.i ,nqle of 6~· oo· 45• •nd ._ •re hr.9th cif 2B.l7 fe~t to THE TRUE POINT OF BEGINJING Containing 76,61$ Squ1.re Feet aore or l•~•• Subject le ease~!!~t. r~striction5, •nd re5erY•lion of record. .,,,. ,•_..,-'.,(·,~-· - . ' I " I ! . .1 ,, ,, S.td rl•ht-.of.'11'•}' h l.l,uc:ilbed u I rucC'l ,;tf I.net IO'C'tt in width bc,ln115 1-1 on uch aide o, • ce11tH line de-, at-tlbC"it.,, lollci.,1: , i • • Cor:.wnc.fng on tha north 1 lne of the above detcrtb•d pr,;ipetty et a point \14 f .. t .,(11 or le11 w.1t 'of tha center It,.._ ot 108th AY•nu• . I, I, (left1on Ml9',way) 11 •Hgro4 along tho north I Tno of ulo property; thence 1JCtendln9 I 1 "J'lll1 w .. t 220 fHt ll'IOr• or l•n; thal\Ce Hit • dht.nce of ZS fNt moni or l•H to the on4 cf Hid eenter llne~ { Or.rilff •h.all h•"v. th dKl,1 (0 teni0Ye Ml," lll'ffl'I, or p•rt• ol lrc-n or other \'t'l.t'flllltlon or n111tur.& obatN<"tii:>ml .tthln Hid 10 foot r•rct"IHd 111'1ylH1Pt, «radl' 111nd N'"INld<' u:c1 .10 fqo1 riucC'I "" may "PP"' to &Nlllff lo be ne-c:e ... ,ry far !11' r.vtr11tnt¢Uon, op11nrtlon end a1lnten1nc-• d It• •nderpound l'!f'd,t1c JJY11lfflo ' ON1ntcr 'rat hi,.•elf1 hla h.&n. HK'llt,o~ admlnllltr•tov-. •att-a.ors qd H111l1,u; "°""Mt1 dlal'IIO lltnictwe wlll bto er9'C{td or pfflllltted trlth1n 11114 IO bnpa,cel,o, pM111ttted lo ot~tnrlH f'IIC10Kil ~ft, .., u 1G h1 •117 way l11twt .... ;,u"'. or end•ntet di• lftffflrfGtff tfl1d•• of dte ri1ht11 Hd prlYllepe hertin _.gt•IM, lhat no dl.ptn1, "u1Mlll11 or o&her lomt of Cl011sl~-·.ktlwf.t,'. wtll k doM o, ,wna1ttotd "'1.thln Hht TO foac f'11,tctl which will Ira an, "..ui" d.l•t.•th• Cl:Nllpllda.i Dt•IIH!th.,. portion of th, lli,H or t>qUipae11t UlHi!On, or h, •"Y otheT ,..,. mr10\'•, Uu•-..tt:11 or ca~fl'W'IH .adan,.., Ul• lateral Rpporl in and to 1udd 10 1001 r•rNlor 1ht hdJ.. IUn lqe:itted thtntn, Md"° b1ulln& or th• dl•dlarp or ffJ' np101h-.1 wUI he p~tum wU~ln Otttoen (l5} f-t ol th cent.,. Ila. of •aid puc,I, All l'0111iu1t or cnb1• laid 1tldef 1hl•· 1Nlllt shall ff liurted lc:t wch depth ·111 not to lnlttfe,c'wUh lhe ordlury laadacapti-1 uf ••Id t1nd,pnnldt,4 htrftfft,.d!M no trtt,. NNba1 11r bu.1M1 1hall ht" pl.1111tt-d 11pc,n nch p1.1cel wltti. OU1 fftsl '11vl111 nbta£n.d th• wrUt._ *PPn>ffl therwtor f,oa.snnl ... Or...lN 1hall1 •1 111 tltne-, fltft tt.. ddit ot ,,... ln1rN1·to ind -'"ti f,urw .. 1J ·PJOPertY for All p12rpo,1n hett- ln 111cntiont,,rl. · , IN WITNESS l'HEREOP thli hilltNnleftl h111 b...n ••eaatlld Ille :,,;:,:,·~ .; ·nz"' ~bo~ wrlttt11. _____ _ I .. .J!, bfa, 10 '7 c;;_---,--~ .. ~ .. --"".,-,=-.. .., 0,--------=-,.,----P, .. w.~ ;: f,1ed !vi" i1!11X'1'11 II A~ rl FIRST AMERICAN TITLE FOUR'lll !. t,t.ANf'.Mfd'O fll.!X;i. ~TTL!., W" .U\ 0 • TAX wr 158 EAStn:NJ' l'GRID£NI' .- . ' .--. - For and in consideration of TEN AW Nl/100 iXlU-'RS ($10.00) in hand paid, the benefits derived and to be derived by the Grantor herein, and other goo::t arx1 valuable consideration, receipt whereof is hereby ackno,.,,ledged, Granter I First Interstate Bank of washington, N.A., a. national banking association, hereby ,:onveys an:I warrants to Grantee, Maillet•Muir Associates a washlngton general partnership, its successors and assigns, a perpetual, non-exclusive easerent uooer, over, through am across the property described in Exhibit A, attached hereto and by this reference ir,;orpcrated herein, for the inpIQvement, use and roo.intenance of said property for ingress, egress, circulation and landscaping in connect.ion with Grantee's adjacent property described in Exhibit B, attached hereto and by this reference incoi;porated herein. IN Wl'I1lESS WHEREOF this easarent ls executed as of this 14th date of Sept.ember, 1990. A:MAA::134.=:JH:24 9/14/90 r, 90,'()9/!7 RECD F RECFEE CASHSL #0443 JR 9.00 2.00 *"'*11.00 - '. ' r. S'"..ate of WaslwJJt<:n ) M71RC2648 .O:X::JII B/90 } ss. 0 • 0 ·., In 1 1 ·, --=-h·•- C, 0 • II orton Drnnit & Aisociaus, J nc. HDA Cunsulting Enginerrs & SunY.vnrs .,-A~ 1..o-r 156' r;ASc;~.6-/JT": 1"HAT POl:TION OF SOUTHhSTQUARTER OF THE SOUTHWEST QUARTER OF SECTION 29, TOWNSHIP l3 NORTII, RANGES EAST, \\'.M.,IN l(JNG COU!,'TY W...SIIINGTON, DESCRIBED J.S FOi.LOWS: r,uo1NNJNO AT THE SOUTH QUARTER CORNER OF SAID SUBDIVISION: THENCE SOUTI! 86' <8' 01' W.EST ALONG THE SOUTH UJ,,'E OF SAID SECTION, 368.01 FEET: THENCE NORTH J' 11' 59' WEST 50 FEET TO TIIE NORTIIERLY MAROIN OF SOUTHEAST 176TH STREE1: AS CONVEYED TO KING COUNTY BY INSTRUMENT RECORDED UNDER RECORDING NO. !284856; THENCE W~!TERL)' ON S.\.ID NORTli MAROif> i'.LONO A CURVE TO THE RIGHT WITH A RADIUS OF 308.17 FEET, 4S.28 FEET TO TIIE TRUE POl!,'T OF BEGINt..1NG: THENCE !:ORTH 1° 45' 33' EAST 184,68 l'EET, THENCE NORTH 88' 14' 27" WEST 6.00 FEET: THENCE i;oUTH I' 45' 33' WEST, 184.lS FEET TO SAID NORTII MARGIN or SOL'THEAST 176TH !:TREET; THENCE EAS'IER!.1' ON SAID NORTH MARGIN ALONG A CURVE TO THE LEf'T WITH A f:ADIUS OF 306.17 r'EE1, 6.00 FEET TO THE TRUE POl!,'T OF BEGINNING. 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S-• 6 0 ';.!~ ':'O '!'E::: SO:"!:~::..~:: yu::;:=1; c,: s;.::, S. !.. ;:-; ::-::-: S::?..::::!"!' ;..i::i ':'!.?Y.::l;-:'S o: s;..::, :.:1~ :1::::s=:-...::::-:~1:; (J...:..So rno¥11: ;..s :.:':' ;.. o: 1=1;~ .:::,:n::-r :.::-:..:1.:::: ~::....~s:'!:::;-::;:-r,c. ::ssoosJ. r J j ,:jl ~ ... 0 ~ ·~ ,-j ' C'l ., 0 s--,~ "1 U} ::;!· < f-, (/) ,.... • 0 • -·-·;.· ~ for and in consideration ot n:11 Al() NJ/100 OOUAAS ($10.00) in hao.:l paid, the bene!! ts derived and to be derived by the Gran tor herein, and other good mx:! valuable consideration, receipt whereof is hereby ad::no,,l'ledged, Granter, First Interstate Bank of Washington, N.A., a national banking association, hereby' conveys and warrants to Grantee, Maillet•Nl.lir Associates a Washington general partnership, its successors aoo as!iigns, a perpetual, non-exclusive easE!lllmt wder, over, tllrough and across tile property descr.lhed in Exhibit A, attached hereto and by tilis mference incotpa.rated herein, !or the existing se,,,er line no,, in place, Subject To the obligation to relOC<lte said line at Grant..."'e' s expense if said line ls in a location which is in conflict wlth Grantot's f:.iture use of the property. IN WI'INESS WH£RroF this easeoont is executed as of this 14th date of 5epternber, 1990. A:MARCJJS.C(X::JH:24 9/14/90 90.,,091"17 RECD F RECFEE CASHSL #0444 JR 7.00 2.00 EXCISE TAX NOT REQUIRED l(r"',ICo.-- By J ttcdfN . Otpuly .,..., ...... ~.OD -., ' ·1 j j /GEP))._ I (:1) .. . . ..... 11. '··' ,,.,.s_ "'-, .::r,;· ,, llll ,_,..,,..,In o:!t o:!t <:!' ~ ...., C') 9 -O') l 0 • ... CWnty o! ltirrJ') O'l this J+·'c-,( day o_f_i..:£~c £.:'", 1990, before llle, ~~ ~. a Hcr..a.7 Public in .l!ll tor the s:ate of Was.'wl,'".a:,, d:ily CXIIllliSSimed. an:i swo::n, pe..,onally nppoam1 St.8Ve R. ~ m'd Ma.-= u. Spani u, m kn>.m u, be Via, Pn!Siderr. am v1c::e Pn!SlOelr.. o: F.lrSt. llr..erstate Ili!lnk Cl!' ~, N.A., a national hmkin; asso::iatiai, that e,o,c,Jto<I the f~ ~. an:! ad<ncl,/lecig«l the sojd ins:rume:lt to be the free an:! ""1.un'"..A."}' = and deed of &ain naticnl bankirq associ.aticn, tar the uses an:! p_-;x,ses 't.~"1Un lE1'"..imsd, en:!. ai Qa"-...h r..ata tha:t thay are ir.r..h:d.zed to exec.:""...e 'tl'le said i.ns:rumene. W.'06'8.Z:O::::JH S/90 / l-icr~"Y PIJbll.c lll tpe""""S""...at:.e o! Was.'"lJ..n;"'...::>;"J res.idin; at Ser"...J.e, My o:m:issio:l expires ~12, 1992. i \ l •! , .i ' I ,,cvln =~ -···· 0 0 • THAT PORTION OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 29, TOWNSHIP 23 NORTH, RANGE 5 EAST K.Y.., It: Y.IllG COUNTY, 11ASHINGTDN, DESCRIBED AS FOU.OWS: BEGIN!:ING l\T THE SOUTH QUARTER CORNER OF Sl\ID SU»DIVISION: THENCE SOUTH B6'48'0l" WEST ALONG THE SOUTH LINE OF SUD SECTION 368.0l FEET: THENCE NORTH J • 11 1 S~" W?ST 50 FEET TO THE NORTHERLI' l'.A.RG!J: OF SOUTH!:AST 176TH STRt:ET, AS CONVEYED TO ~:ING COU?t!"Y BY INSTRIIMENT RECORDED UNDER RECORDING NO. 52B<e56: THENCE WESTERLY ON Sl\ID NORTH HARGIN l\LONG h Cu"RVE TO Tl'.!: RIGHT, WITH A RADIOS OF 306.17 FEI:T, ~S.28 F~rT TO TP..! TRt1! POINT OF BEGI!INING: THENCE: NORTH 1•.<J'6 11 !1'.Sl' 16.(.68 F!!T: THENCE NORTH 88'16 1 ~~" "1-"EST 26J.7S FE~ TO ':'HE t:OR':'HER.LY MARGIN OF !.G. Cl\RR ROAD (l06'!H PLACE S.E.), AS CONVEYED TO KING com:'!'t BY INSTRUME?:T RECORDED lTlUJ!R P.!COROING NO. !.2B4e56; '!'HENCE S0t1T~..AS!ERLY ~LONY Sk!D MARGIN 3~6.62 FEET TO TEE TRU":: POINT OF BEGINNING. s:nn,.'!'! IN Th'! COUHTY or i~ING' STJ..TE Of WASHIR~Tor:. l I .i )':25xlo. ce <1' I,, <1' '-~ ~ ~ ,y- ..;.-· 0 -~· - './) g) :t < !i3 ,-, • • 0 • ... , . ..,, n=--~ c.o -, -~ .-~ .K ~~i§::: -· For and in "'11Siderot!on of 'ml AND t«l/100 OOWIRS ($)0.00) in harx1 po.ld, the benefits derived and to be derived by the Grontor herein, and other good arxl valuable consideration, n,ceipt whereof is hereby ackn<Mledged, Grantor, Malllet•>aiir Associates a WAshington general partnership hereby conveys arxl warrants to Grantee, Fil:st Interstate Bank of Washington, N.A,, a naUOMl banking association, its successors and assigns, a peqietual, non-exclusive easment wxler, over, through and ocross a portion of the property described in Exhibit A, attaehed. hereto and by this reference incotporato::1 herein, and shc:ftrm on the Exhibit Drawing in Exhibit A, for the lqlz:ovment, use arr:! maintel'IMICe of said property for ingress an::1 egress to an::I frm Grantee's adjacent p_'tlperty described in Exhibit A and sho,m on the Exhibit Drawing. IN WI'INESS WHERWF t.h.is easerent ls executed as of this 14th date of Septanber, 1990. MAIU.El'*l4JIR ASSOCIA1"i:S a Washington General Partnership sy,{Lct.41 JJ1. ~ , General Partner By: !/qi-d b ~,, M,1~1 , General Partner §~~, l/lhceneral Pa=r sy, (L ~<: )v~ Partner () 0 90,09/17 M044S JR A:MARC133.0:X::JH:24 9/)4/90 Reco F 11.00 RECFEE 2.00 CASHSL •••13. 00 EXCISE TAX NOT REQUIRED l<klg co. Rec:o<dl a,t&ian By ,~fftU<4. . Dl!M'I ...... ~ .... --------~.---~--.""'*I··-~ . ·-· . (", .. -··--·· --·,:;,:· \:j• . ~ =·· C State of Hashington County of King ss. • 0 • on this /~/ day o~ d..r:J·L~, L., .. , 1990, bet=ore rre, the undersigned, a Notary Pul:ll1c In and for the State of wastungton, duly catmi.ssloned and sworn, penionally appeared John w. Maillet, Joanne c. Maillet, Ibnald M. Muir and Mary Lou N. MJir to me Ja1o.m to be the irxilviduals described in and wtlO executed the foregoing inst.nm,nt, ond ackoo,/ledged to me that they Signed ond 5eoled the said lnstxument os their free and voluntary act and deed for the uses and puipOSeS therein mentioned. wr·,-mss my hand and official seal hereto affixed the day and ye.,r in this certificate at:ove written·, _,,,,,.-;-::----.. _ ......, /--si_,/ ) ~,L·:~·r::c·~~~r Washington ___./ / · a:nnrc:132.doc:jh:24 9/14/90 residing in /f,J k .,, Ml' cmnission expires: 52?'::e -j Cl) 1 ,j' I <!' ' 0 ,j "' ,. ,-1 !i :! O"l d 9. 11 al 1 l j I· • STATE OE' WASHINGTON, COUNTY OF Klt\G 00 THIS / -y" DAY OF SEPTEMBER 90 ------' 19_, BEFORE Mej THe ll'NOERSIGNEO, A Hal'ARi PUBLIC IN AND FOO THE: SXA'l'E OF W#iSHIN~, DUt.Y 00\MlSSlOOl:Il AND S>IORN, Pt:RSOl<J\LLY APPEARED Ja-tl W. MAILLET, JOA/fl' C. MAILLET, OO'lALD M. r,'U!R AW MARY LOJ N. r,'IJ[R TO ME KllCMl TO BE THE IND!VIDUAt.~ DBSCRIBE!) IN AND WHO EXECUTED T!IE GENERAL MAILLET :: f'CREGOIIiG rt;S'rRUMENl', ;..s PAA'IiiER _ Ci' THE: ---- 1-lJl R ASSOCIATES, A WASHJ~TCl'I GENERAL PART>ERSHIP A>lD ACKNOl[,EDGED TO HE THAT ~HE~ SIGNED AND SEAi.ED T!IIS SAID INS'fflU- THEIR HEtTI' AS ----FREE: AND VOt.UNI'ARY ACT AND O&EO fa\ THE USES Al.it PURPOSes THERettl MENT!Ot<ED, AND 00 OATH STATEll THATT_HE_:'. WAS/WERE AUTllORlZED TO EXECUTE THE SAID INSTRUHENT. GIVEN UNDER MY N/\ll ANO OFFICIAL SEA!. THIS d_ DAY OF SEPTEl'IJER 1990. c---.......... - ' --------·· ····--·--- l I n - • 0 • ft1-~ C. THAT PORTION OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER Of SECTION 29, l'OWNSHlP 23 NORTH, RA!IGE 5 EAST, W,H., IN KING COUNTY, WASHINGTON, DESCl!IBED AS FOLLOWS: BEGINNING AT THE SOUTH QUARTER CORNER OF SAID SECTION: THENCE SOUTH 86'48'01" WEST ALONG THE SOUTH LINE OF SAID SECTION, A DISTA,~CE OF l68.0l FEET: THENCE NORTH J'll'59" WEST, A DISTANCE OF SO.CO FEET TO THE NORTHERLY MARGIN OF SOUTHEAST 176TH STREET, AS COW/EYED TO KING COUNTY BY INSTRUMENT RECORDED UNDER RECORDING NO. 5284856, SAID POINT BEING A POINT OF CURVE: THENCE WESTERLY ALONG SAID NORTHERLY MARGIN ON A CURVE TO THE RIGHT HAVING A RADIUS OF JOB.17 FEET, FOR A DISTANCE OF 45,28 FEET; THENCE NORTH 1'43'16" EAST, A DISTAi/CE OF 184,68 FEET; THENCE NORTH 8B"l6 1 44r1 WEST, A DISTANCE OF 8.J4 FEET TO THE TRUE POINT OF BEGINNING; 0 THENCE COtlTIHUING NORTH 88'16'44" WEST, A DISTANCE OF 256.82 FEET TO THE EASTERLY MARGIN OF 106TH PLACE SOUTHEAST, AS CONVEYED TO KHIG COUNTY BY INSl'RUHENT RECORDED UNDER RECORDING NO. 5284856; THENCE NORTH 26'50'49" WEST ALONG SAID EASTERLi MARGIN 231.54 FEET TO A POINT OF CURVE, THENCE NORTHWESTERLY ALONG SAID EASTERLY MARGIN OF A CURVE TO THE LEFT, HAVING A RAOIUS OF 4l2,04 FEET FOR A DISTANCE OF 124.91 FEET TO THE SOUTHERLY MARGIN OF SOUTHEAST 174TH STREET, AS COl/VEYEO TO KING COUNTY BY INSTRUMENT RECORDED UNDER RECORDING NO. 1598785: THENCE SOUTH 78'51'09• EAST ALONG SAID SOUTHERLY MARGIN, A DISTANCE OF 44B,J2 FEET; THENCE SOUTH 1'4l'l6" WEST, A DISTANCE OF 229.60 FEET TO THE TRUE POINT Of BEGINNING; (ALSO KNOWN AS LOT C OF KING COUNTY LOT LINE ADJUSTMENT NO, ll84008); BOTH SITUATE IN THE COUNTY OF KING, STATE OF WASHINGTON. 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E 1 .;. ~ ,, w::s: ' ;._ ;:s:-;.n:::::: O:' E • 3.; ';!!':; ::-::::N::Z: NOK:-r. :-~~·:.t~ ~~E':, ~ ::s:-~l:! er :2~.00 :Z.:..-:' =~ :"E! S:lL_ • .:. :-.:,y !'.AR.:;:i; C·:" s;.:::: S.!. :-:.;-::-: S:':..!Z': ;J;:, ':Z?J-!:l:":S 0:' sr.::i :.:1.;:: ~;:s:::.:::-:or;; i .:i.:.so :J-l'O'l·m ;.s :.::-;, OF :=1;~ c::r:..~:~· :.:: :.:c.;oos;. l"'\ ... -.C"~ f!lll/1\- 11; ..... t'), In fT1 X I co / -l jo . ::0 l J> ~ l z \ . G) \ \ •. \ -· ·-~.=w 0 • ,, --.. In ,-. j. • 0 • ,OG-£'r"J.l!R. l,Jlj"I-/: THA. TPDRTION OF SOUTHEIST QUA~~ OF'TH~SOUTliWESTQUAR'i'Elt OF SECTlOr,.; :?!t, TOW}1SH1P2) Nm:ru. RANGESEJ.57, 11'.M .. DO,,NG COUh'T1', WASHINGTOK DE5CRll6l J.S FO!..LOWS: 11:5GUnmm AT'THE SotiT"ri QUAF:.T£R CORNER or SAID SUBOJV!SlON; THENCE SOt:7H 8~ .:.s· a:~ WES'j A!..ONO THESOL'TP.. U""E. OF SAIC SS..."7tON, 36!:.0I :::-=--~:THENCE NOi=:.':'li :.1' 11· 59• W-:.ST' 50 ~ TO Tiffi NORTH~Y MA~GIN OF SOU'ir!E.A.si llGTH STRST, J..S CO!,\~'ED TO Y.lNG COl'Nn' BY INSTI!UME,-r RECORD.:D UNDER RC:COF.D!NG NO. !':2S'~E; :-rlEt-;CE WESEP..!..Y ON SAID NORTH M-"RGlN Al.ONO J, ::UP.VE TO T':!E FJGiii" Wii"H A i.ADIUS OF 308.17. :=ET .!!.5.lli :-~·I; Tt6EN:E MORIB le .(S' 3:;• ~AST JS:.6S F"'.=.ET; TriEN::E NORTE Si" 1":7'W--::ST b.00 F:::!; TO T.iETRUE.POl~T OF E::G!N~1NG; T'r.E.N::C l<iOi."ffi Sr:' 1.:· :"i"' WEST. :!.S!U9 F.E.:."'"T: 7:-!ENC:: NORTE 26° Sl' ::· \\~ <!.Sti :.:...:.l; 7HE."':E SOUTH 8£0 1.;• :7• WEST :!S!i.Oi FEET 70 &rlr POlt\"T O?' :'.:li.t:.\:-:E.; 7"ri'.:.f'i:.:E. J...LO~'O A C!Ji::Y.E TO Th~ RJU::.I, t\'IT'ri A lv.D;t.JS OF :S.00 :"=ET, ~s.:~ FE:.-:-TO r:-::: PO!~-:" o: ".:'ANG~t\"T. "!l:::N:E so:..rrH :" <S' ;.:· W-:;..ST !~.00 P.:.::., TO ::~~ TRUE PO!!~'T OF ESGJNNJ~~. Z'X,:..'-1.l.PIAJG-: Trl.t. l:":J~::,o,--· C•:' so:."7HEAST ou,~cr.;?. O?'i"'i'~ S0"..."THW$ Qt;A.T..'!ER o;s:;::::7::,1' :?9. IOW!\'SIDP ::.; N::>r.ra. ti.ANGE S~AS7, ·;.·.>,~ •• rn KING C::>Ut-.TI" WJ..S:UN~t\. ::.•ES:r.a~ ;.s :.:·:.i..ows: j:EQ!Nf.;J!-,"G A7Ti-:E SOi:lri OUAr.:::JtCO:R.1'::R O?' SA!:l St!BDIV'!'SlON; 7H!:'.1'::S.S0:.:7!i se ..:r· o:· \\~ A.!..ONG THE S.:Jt7F. u~ O?' sm SE~O!\, ::.6£..0l :-.::.;:.L .1.:-..:.N:::E NORl.d ;' : : ' s~· WEST so F.E,:.l TO T.d:' ""o;.::r:~;RL ,. MllRGlN OF sm:-r!-::.,.rr l767"?. .s-:P.ET; /.,S, C:)t,..T~"E:) -;c l:INO comm· S\' 1"'STRUh9t"T F.E:OF..::~o UJ\'!:lE.P. JG:ORDIKG NO. ~$~E5t; 7EEN== V.'ES7"iF.!.'":' ON s.:..:: t,,'OF.7!';. .M.A.RGlf\ JJ..::n,o;.., ::'.'.URVE TO:;.::...:: Rl'G"ri7 ,1·~7:; A RA:'.>I'.!5 OF'30£.:i7 :-;;.:., , <5.2£~701:-:::Ei'RUEP:)Jrri 0?':E'.::ulN1\1NC; TREN:E l,'Ot..:-i. ?1' -=.:· :::· EAS71~.6E !·--J. 'ir:Zt,:::! NOi,.'i;-i see l4' :, .. WES7 ti.00 f;:..J; "i'EN:! !:0:.7~ :c ~s· ~3· WEST, lB-'.:S FE:f TO SAID NORT.-i MARGlS 07-~OUTriEAST 176TH !:TI'.;~; 7'1-'.ZS:Z :.IS!~F.:. )' OK S.ID NOF.7F. .MARG!t,; Al.ONG A :1..ii::\:'! iO T"r:S l.EFT ,:.ljri J. J:A:lr.Js OF sot.:';':-::.~. 6.00 fE:!7 iO 7:!! TRUE P!:>lh""i o:: SEVTNNl>-:G. ____ .:::. f,?/11' L ,dRA,.,TU.1~ Aw~U .... T "~rt ()',{_ n·r---. E:~~1~ir A j)AG-E.4 ~-=~-=-~~-~-~-----,..... ...... -- r. ' -0 (;) " -~, ... -•. ",: -.. .,.,.~ .. I ,1 I Ii e ~~-,. ........... u.o. =• PWSE AETIIIINTO: WASHINGTON NATUIW.GIS CO RIGKTa'WAYDBM1MEHF :.oaox,a SEAm.E WA 118111 EASEMENT (Partnership) e OP. MAP NO. _Je,12.80='--- JOS NO, -~95044Bll="--'----- LOCATJON _;SW=.2!1-:c.clMl=-::_- COMPAl'IY NO. ----- The Granto,, MAILLEJ"IIWIR ASSOCIATES, A Wa,idilpm _.! partomllip in consideration of ONE DOLLAR (SI.DO), in hm>d paid, and other good and valuable consid,o,.tion, n:c,:ipt whcrcofishcn:by acknowledged, docs hercbycOJIV<}' w,d warrant to WASHINGTON NATURAL GAS COMPANY, a Washin&1on Corporation, its successon nod iwigns, herein rcfcncd to as "Grantee", 11 nan-cxclwivc cmemcnt for I gas pipeline or pipelines under, over, through and a:ross the following. described property ·.r the Gmntor located in tll, CounLy ·or _.::XIIII=---· ------- State of Washington: Lot A ol Klq Coallt1 lloaadll'J' Ulle ~ No.SIIILOOff -April Z6, IJ!ll tmda" Klq C<NudJ ......-dla No. '104261602,ramdl of Klq OlmllJ, Wo,blqtAol. (l'a l'ln:d No. 2'ZJG$-!1125) -t-P1TC (5) feol 00 cllJler ,Ide of Ille -pl Dae a (dalled W IO be ....uad wflbla Ille Wal 25 rect of lbe-JOO rect olllenal pn,portJ .s.rn.ad llada. giving and granting to Grantee: the right la coratruct, imtall, operate, maintain, prolctt, improve, repair, rcplaa: and abandon in plare said gas pipeline or pipclimo, tog,lher with the aon .. ,o:lusive right of """55 to and from said property. As urcd bcn:in, the term "pipeline" ,hall include Ill$ lines and ICrvi«s togclhcr with such sunacc or su!Hurfacc pipeline npPUrtenanc:es and fiu:ilitic, as arc necessary, in the iudl!'mcnt ol Grantee, for the operation and mainlCDall"' of said pipeline or pipelin,,. By tbc acceptance of this ...,m,ot Grantee 1181"' to hold the Grantor hannlcss Crom any losa, cost or cwnngo 1'5Ulting from the operation or maintenance or such pipeline or pipelines e~t a, may be attn'lnnablc to lhc sole negllgcnc:c or Grant.or. Ormrtar agrtcS not to acct any structures on said easement.. DATEDthi>~dayof 9a,,_ , 19.2.f." M.\ILIEl"MIIIR AIISOQA'l'ES, .,,·rn.~ ,_&~ e~ STATE OF WASHINGTON ) SS. 8 COUNTY OF f</71{ . ) .. II I On~~ol'm: 9.?-~ . -~--19_~s:--~~~mc';:'91'nll!~P-~--·· ..... !a ~a.~· ~'-0~ to me known to be the-'~"""==='-~""'-===::-- § ----------,-,-,-,--,-,--or the pannmhip that oxccuted the within and -~ __ foregoing inslrumen~ nod acknowledged the Sl1id instrunlCnt to be the free and volunuuy act and deed ~ of said partnership for the use, and p"'JIOS'S thctein mentioned, and on OQlb ,tiled that ;...:.@ I w _ authorized to execute said instrument. - Iii 1N WITNESS WHEREOF, I have heo:unto Kl my hand and nll'll<Cd my offi<:ial seal the day and year {lr$t above wriuen . .. ..,..,,., I. e e 11111111111111111 20131001000418.001 . ' • Wlt£N RBCORDEtJ RETU'RH TO: ... ""'"' TVC RDn'ON CO. WA., L.L.C. 575-, lfn;T MAPLE JlD, SUITE ltl• 'WEST BLOOMFIBLII, Kt 4.1322 20131001000418 CHICAGO TtTL.li: EAS 19'4 .M Pll!Glli:-N1 OF ell ll/8t/2fll3 89:Za KIMG ccunv, 1111 201"30913002675 Cllliffi IJ'>I, ... • ..... !flfi11tli li, 11 QW COUNTY, wA '-- {i) CHICAGOTITI.E INSURANCE COMPANY 121:2GUMDl'I' ?•X!dl1l l RECIPROCAL ltAS&MBNT AQR£1!HENT Order Number. 00134090-" 2 ~~' 3 • REF!!RENCE NUMBER(,) OF llOCUMENf ASSIGNED OR R'ELEASED: c::, Addition.al refe"rence nu.iben. on page __ of doeuiaen.t GRANTORf•2: 1 MllJZI' .. MUll ASS;OC'IATES 2 TVC RENTON CO. WA, L.L.C. 3 t,ASHINGTON c;vS PHARMACY, L, L. C. D Additional nama on pap __ of docwnertt. GRANTBB!•!: 1 AAJLLBT•MUIR ASSOCIATBS l TVC RICHTOJI CO. WA, L,L,C. l WASHINGTON CVS P~, L.L.C. D Additional n&N.a on P•9• --of docwoent 6§BRBVIlf[!!2 LEGAL Wilii~IWQl1 Lal-Unit ••c llloc;k: VobTI9' Page:. SIIOllon: 29 Townahlp: 23N llanga: ... Portion: vm H 1/t or sw 1/4 ""'"""'"' ~ING COUNTY DLA. S91LDQ69 lffl04211602) l!ll coirr;,let« legal dc11cription ia on page ll=.ll. of document ASSESSOR'S PROPERTY TAX PARC'B~ ACCOUNT NtJMB!R(a), 292J0S~tl:25-0G .it2305-9042-D6 Add.it.ional Tax Acccunt11 are on pagi= __ of docwunt. Note: Thia eover sheet Is prepared to conform lotht!I t1Npl1ilffi9IWI Of Chas,ter 143, LaWI or 1998. Nothing on 1hla shael altars the names, legal delcrlpllon or Dthar IOOnmatlon In the attached dDClffl81"4. The Qnty purpoRJ of thll OOYW sheee II to 11511$1 the aud•ar In Indexing 1he docunwnt kl conformance with statute. The Raeorderwll rely on thalnlormailoo J;Qlllded onthllk:lfm. ThtlUltf wlll no1 read thedocumerc toverlfythe aCQJraey or compllltenen the lndedngklformallotl provklecl ntreln. ~ __ Order: Non-Order Search Doc: KC:2013 20131001000418 Page 1 of 33 Created By: bloedel Printed: 4/3/2014 6:58: 16 AM PST THIS RECIPROCAL EASEMBNT AGREEMENT (llu, "ASIPSIJIClll'1 ii,_ 11 of Ibo 1..:'.L d&~ , 2013 by and between MaJllot<Mutr Aasodale>, a Wubi ..... 8"""'1 ip("Mailk1!•1$«"l. TVC a,,,,01 Co. WA, LL.C •• a Michipn li,.;,.,I llalrility c:ampaay ("]Yl;;"). and Wubh, .... CVS Pharmo,:y, L.LC., 1 w .. 11.., llmilod liability coa,pany n;;Jlli') (Maillol'Mo.-. TVC and CVS an, rel'en<d lo bon:ia oolloetiwly 11 tho "hllia'' and individuolly ... "l'lm"). WJ]NESSllTJJ· WHBRBAS. Malllet'Mu;, is tho Owner (" hon:illa&r del!Md) of , !net of land consi:stina; af appro~matcly 1.76+/, acra located on SE 174th Street in the: munioipa}ity of Rai100, Kms Coumy, S<a1e of Wllhingloo (tho "MM Tnct"), u leplly described on laliltllA alla<hod b=to, and dopic=d and labeled u 11m "Soller'• Adja<,eot Property" on 11m p1,. odachcd hon, 10 as li!1!!l1iUl (llut '~"). bad, oxmbi" beiq hereby i_.,.. by mmnco hcRin; mi WHEREAS, TVC i, the Ownorofa ccrcain ~ofl&Dd cona:ining ofapprox~y l.67 +/. oc,e1 lo<atcd adjacent tn 1"" MM n.ct In tho amc inlalectioo, u shown and dopioi.d as lhe "R01ail Phaimaey Pmel" Oil tho Silo Pim lhowu on l!xbi'bit B and logally described on li!mll.iS i;; 1ttoched hot<IO ond inco,ponled by n:f.....,. ho,oin (lbe "TVC Tnct"); and WHERl!AS, TVC is allo Ibo o ...... ohecnoin 1r1Ct ofllllll ooosiatmii of,ppn,ximdely l.1 +I• acre, locatod 1dj1C1UJt to the TVCTractaad MM~in thoaame intarscc.tion. u lhown and dopietod u 1"" "1!xoc,, Pu<:el" on Iha Silo Plan and loplly dac:nood on lallilli1Jl altacllcd hero lo and lncorpo111tcd by n:fi:rmoe hcmn (tho 'T{(; •·-Pucpl') (Iha MM Tmct, lhe TVC Thlct and Ibo TVC Ex-Pan:el an: n:ferrod IO bomn collotll\'Oly u Ibo ".Imll" and Individually II a "Illsl''); and WHl!RllAS, TVC i1 planning lo comltucl I buildlog on 1ho TVC Thlot fer Ibo opmrim, of a .... u pblffl>K)' wi1h a drive lhrough, and .. i.led u,o, (tho 'Tye Byj)djgg"), IOpd,or will, adjacent pe-..d pa,tlng aod dri-y - WHEREAS, CVS ii planning IO leue lho TVC T!1lct &cm TVC (1he •cys [ gs"), whamby CVS oball be tho IOIWll and TVC sbal1 be Ibo laodlord. and CVS lhell have tho ript IO opmt&i a mail pharma;cy with a drive IMOl.lah on aid plQPQ'ly; and Order: Non-Order Search Doc: KC:2013 20131001000418 Page 2 of 33 e 20131001000418.002 Created By: bloedel Printed: 4/3/2014 6:58:17 AM PST . . ~ . • WH!WIAS, the Pal1ia dolin, th&! tbo TVC 1nct, tho TVC i!uou Puool and tho MM T1'1Cl (hereinafter IIOlllelimeo tor.n.d 10 .. 1ie.,;,o1y u tho "Deyol9PJ1Xnf' bo ,ubjcot to ca1lin easemcnb 0 rights. and TUbictiou u hminatter IIOt forth. NOW, THEaEFOR.B,, for and in considention of the premi,ca, ~ restrictionlil and ....,mbRncoa contamod herein, and Ten llollan ($10.00) and ot1wr good w! vuaablo ..,..-.., oho ,ufllc;"""l' of l>1nch la horoby ICknowlod&<d, Ibo pamct hcloto do hmby agree as follows: I. PmNJTIQNS. A. ~ ''Owner"' ahal1 mean 'Che recoid owner ftom time to tim11 (wbelher one or mon, ponona) of till• to any fuel, « pol1ioa u-oi; but ...iudmg -. holding .... rity lntolatl for the pcdmna:noo of an obligation. Notwithstlndiaa tho foregoing. in the ovmit 1111 enlire Tract la ll(OUlld lcuod or othenvioo louod 1br I tcnn of at leut ..._I.}' (20) y...-a, oho ground leaoc or leaee llhall be deemed the Owner lo lieu of '11e!I lOCOfd OWIIOf, Notwi""1aodln& anythlng collflinad hcn:in 10 tho '°"tmy: (ij CVS, • tcnanl u-lhe CVS Leu,:, bll haYe the riglo bin "'" lhe obliptioo to enf0<0e tho IDnn8 conllmed in 1hu Agrc<meot and (lij 1hu ~ i, not mlonded 10 Ind ,l,all not be '°"""""1 IO 111« any of !he 1em,a oftho CVS Lcuo. B. IYC Ioct As,e rernent Area: "TVC Ttad AcceN JlNmnent Atta'" an mean die ueu of Ibo TVC Tl'ICI abown u "Ptopoaad Ill~ l!a""'°"' Over Rolail Pllalffll<)' Patoel To Beiuollt Seller', Adj,oeri! Plq,ony" on tbo Sito Piao abown on l!xlulnt B. and lcplly dcooribod oo Jl1lhillill! au.-harala md incorpontod by--~ C. TVC Bma brul ttSSm, lttmert Ault '7VC Bxeeu Parcel Accea !!ucment Arel" shill mean 11,e a:eu of tbo TVC l!uou Pan:el lhown u "Propolod lngral/Bg,as l!uement 0-l:!xcou l'a!<el To Bcnclit SelleT'a Adja<cnt Propeny" oo Ibo pi.,, attaohcd hcRto II llll!li!lil.f, md loplly dolct!bcdon lalilbitil. llUCbal be!eto llld inroq,o11tod · by tefmanco henin. o. MM Trut essm Eu!lllnlt t,m: "MM Tn.ct Accea Eutmtmt Ana" aha.II meu the areas of the MM Tract ahown u "Ptopoaad ~ Eucmcat Ovar SoJlor'1 Adj...,,. Property To Benefit Retail Pharmacy Puool" on Ibo pi.,, &tlachod b""" u lilhillilll, Ind loplly doaoribod on IW!illill•ttaebcd bmlo aod ~ by refen!nce h,nm. B. Ac;cm Paclllttw: .. ~ Faeilitiot" abaD moan all roadw.ya. 11e<:CSS drives, driveways, .....,_ wall<wayt, t.ndvapod areu, comng. curb cull, liahlmi, """""1p, directional aipa, pncmcnl and aay othcr......,... or lmpm.......,used !or accass and loeatod #51917401 Y1 2 Order: Non-Order Search Doc: KC:2013 20131001000418 Page 3 of 33 • 20131001000418.003 Created By: bloedel Printed: 4/3/2014 6:58:17 AM PST . ' ill th• TVC Tuel Accola -t Ara, Ibo TVC Ex..., hn:ol Acco,1 Euomeot Am and tho MMT,...Acocm, BuomcatAIQ. F. Euemegt Arsu: .. Eucmcnt An:u"' dall mclll all 1rc&1 oftbc Dcvclopmmd: on. over. under and acroa which c:aemat righta bavo been granted J)IUIUID.t tu lm.9 Ap:cmcnt. . including Ibo TVC l!xooa h=I Accea Buemcot A1"I and the MM T!act Acceu -.., >,,a. G. Basement Fadllffg. "Eucraent Faa1itiel" means the A.cccSI Facilities. II. !.!l!!l "Law," lhall man all laws, ordinancol, 1'CjUln:mcnll, otdm, <odos, directives, rules and regulatiolll of tho federa~ ...., c:ow,ty ud munq,al IO'U™II 11114 of •11 other govemmcntal autboritiu affectina tho Development or 1he appurteuDCOS 1hereto or aay part thfimo( whether Ute same arc in force at Iha n:c:ordma of lhia Agn,omcnt or in tba ftrture ])Ulcd. enacted or dirc;tcd. I. Im!: "Tncr• ohall moan any pan:ol of land within tho Dovolopmont. leplly oxistillg on this date, and u .... tcc1 &om time lo time, ~ with lho buildinp ,nd impn;,vcmGnta ~ thmoo, from timo to time. 2. GRANJ OF MBEMJtNTS, A. IYC Tod MssP Er1emeat: TVC. u 1h11 Owaot of th.a TVC Tract,, bcrcby grants to Mu1le1•Mair. u the Owner of the MMTnct, a perm&nc11t uid non-acllllive right and ........ t for pcdulrion and vebioular (boCh comn,orc!al and TIOll-<OIIIIIIOll>ial) puaage in, 00, over and 1CT011 the TVC Tract Acocm, l!ucmom A,.,.. fm lho pwpo,o of providing ingreu lu and epn from the MM Tract to SB CalT Road (the 'TIC 1JJ.ct tzm Euemqnf). The TVC Tuct Ac:ces, llaaanool nil be lrlDl-lo with tho MM Tract, 1nd noithu tho TVC Tract A ..... lluommit Area .... lb pomta of-with SB CIIT Rood wll be modiflod without tho prior wri-coasant of tho Owna-of tho MM Tract and tho ,....., haldm(•) of any mollpgO or dood of tnlll upon the MM Tnct, whk:11 11110h ......i moy be wilhlu:ld fur any n:uon, and in any .uch ouo tho modified loeadoa mUI& c:ontinue ta provide adaqu..to aocoa lo ,nd from tho MM Tract that ii of 1ub111111ially tho IIIIPIO grade, width and vilil>Rity, ,nd lffimla substantially tho ume convenience of 1coess.111he fom1Cr location. B. tyC Rum Parcel Aceeg Ea,smgt: TVC. u the Owner of tho 1VC &cm p.,..~ bcrd,y gnat, ., Maillet<Muk, a tho Owna-uf the MM TIIOI, a _. and non- acluaiw right aad euemcnl for pcdeatrian aad whkular (both conune:Rial and non .. cqmmcrcial} PIIIIBCI in. on. over and 1c:roq the TVC Bxcea Pucel A.CUii Eucmcnt Arca. for lho pu"'°"' of providing ingn,A to aud qpe11 &.m lho MM T""' lo tho TVC Tmt (the ".lYC Hmst Pan:cl AS&GII B1mmn. The TVC Excess Parcel Accea Euemcat lhlll be Order: Non-Order Search Doc: KC:2013 20131001000418 Page 4 of 33 e 20131001000418.004 Created By: bloedel Printed: 4/3/2014 6:58:17 AM PST • 0 t 1 trudmblo with the MM Tr&et, and nellhar the TVC Excco, Parocl Aoccao lluemom NiC1. nor Ill pointl of c:ormoetloo with TVC TroCI ,ball bo modified wubout the prior "1ilton eo!110111 of the Owner of tho MM Tract and the...,... holde,(1) ofany mortgage or deed oftrmtupon Ibo MM Troe!, wbicb IUcb -may be widlhold for ID)' ......_ and in aoy IU<b -thc modified loc:atioa ll1llll oootlouc to pmvido tdoquote """" to and from 1ho MM Tract lbot ii of subotllltially the RDIC grade, width and vilibilily, and lffilnls subdmtidly Ibo ..... ...,....,.. of ....a, 11 the fonnor loo&tion. TVC, u the Owner of the TVC Excca l'uccl, alto hereby -ID Ibo Owner of the TVC Tnct, • p.,...,,.,. and ........iu.i"" right and .. ......, for pedemiao and vomcollr (both commacial and ........,,en:iaQpwago ln, oo,ovwand ocroaa the TVC-l'uwlAeoea Buc.mant for the purpose of providin& ingmss to and egrea from the TVC pm:,cif 1D 1h11 MM Troot "-• Ba"""""(u he!cin&ftor dofinod). Tho TVC l!xooa Pam:l Aecesfl!umlcot ... u bo trantfi:rablo with tho TVC T-and Dlillm Iha TVC Bxcoa Pm:ol Acccu Buemont A«a nor ill point,, of c:oonociioo with TVC Tract and the MM TractAccea-(u hiniilafter dofinod) aball bo modified without the prior written cons<III of the Owner of thc TVC Tract llld Ibo current boldor(1) of aoy mortgage or deed of butl upon the TVC Tn<t, wbleh ncb '°"'°"' may be withheld for any rcuoo, and in any such oue tha rnodi&d location awst eoruinuo 'liO provld, adcquato ....a ID and from the TVC Troct that ta of lUbolantlally tho umo pdo, width and visibility, u.d affords subctautially the lllfflCI ;oavatienco of accoaa. as tho focmer location.. c. MM Tract Accm ft1rrnent: M.aJ"ll~uir. u 111.e owner or Che MM Tnct. horoby IP'llts ID TVC, 11 tho Owner of the TVC Tract and the TVC llxceu Parcel, a ponn,ncnt and IIOIHJcbfflve right and euement for pedestrian and vehicular (both commeteill and non- conuncr<ial) pa111go in, oo, over and acma tho MM Tnot A,... l!uomcnl Arca, for the purp,oto of providing ingrma to md cgn:u ftom tho 'IVC 1hot and the TVC l;xccp Pm:el to 106lh Place (th, "MM Tuct Accey Eapnumf'}. The MM Troot Accou lluemonl lhlll be tnotferablc with the TVC Tract and the TVC &ccu Pat<OI, and neithor the MM Tnot Accca l!uomcnt NiCI. nor its point,, of comu:ction with l 06<h Pllcc th,ll bo modified without the prior -<OOSCOt of the Owner of Iha TVC TroCI and the TVC llxccl8 Pared and the """"' boldCl(1) of ID)' mottgago or dcod of lrU>I opoo Ibo TVC TroCI aod the TVC Excea Pmtol, wbioh IUCb OOtllCllt may he withheld for aoy n,uon, and in any au,b cue the modified localion '"""l:ODtinuo ID p<OVUlc adoquato acc:a, to and liom thc TVC Tract and thc TVC Bxcou Pa,ccl th&t ;, of mlmntiolly the ..... gildc, widlh and vwbility, and -IUbrtantially the ..... eonvonic:ncc of accea, u tbo fonner location. NotwiU....n,t;,,g the foregoing,--. the owocr of the MM Tnct lhall ha,,, the right, at Its sole east and expenae. to relocate dlCI MM Tract Accea Easement Area an&'or ill points of' oooaoction with 106"' Pl&ce up to twenty-tbur (24) feet it, a northerly dinoctioo without the prior writtoo -of the Owner of the TVC Tract or tho TVC llxcca P&rocl, PROVIDBD th&t nch modified locatioo: 1w been approvod by the applioablo munlc!p&~ llato or coonty IUthoritio&, ISl"740S v2 Order: Non-Order Search Doc: KC:2013 20131001000418 Page 5 of33 e 20131001000418.005 Created By: bloedel Printed: 4/3/2014 6:58:17 AM PST • c:ontinua to provido adoquate a<=a to aD<I m,m Ibo TVC Tnct and Ibo TVC Ex-Pu.el that ii a,bslBlltially or lho ..,.. grade. width ...i vmln1ily, ...i aJT..i. lllbstantially 111c same oonmuc110C or accoss II the fonocr 1-.m. and PRQVll)ED FURTIIBR lhot accea to and fi'oon Ibo TVC T-and Ibo TVC &-Pllool ii not Impaired or hDpcdod diuina tho p....., or rolocating 1h• MM T--AIQ and such ielocadon i1 DIOIOOrialiud and in t«OIUble form inn ICCC:!1 cuemenl agreement or modification otlho e,,isdneaccea agreement ofMOOl'd in fonn and aobs"""' ......ably aalimctory to Ibo Ownor of Ille TVC Tnct and Ibo TVC Excea Pm:el and their respcctivo titla iruurance company repmaenratives. If the OwllOr ordlo MM 'rrac:i clacts IO move Iha MM Tnct Accca Eumrmit Arca punll&Dt tn this proviaioa, then lhot Ownot ,hall piovido to the Owner of 1ho TVC n..1 and tho TVC &cou Pucol writteo Nllice at !cut 30da)'I botoro ldoooting ll1o MM TmotAccMA:ia. Porpu!]I090lofprovtdina notice, Ibo Owner of Ille MM Tract illall &11111 notico lo lho TVC -aet fodh in lhi& Apoom<nt with rapccl to lhc TVC Tmot and shall send notice te 1ho TVC addNa Id rorth ill this Agreemeot with nspoct to ~ 1VC Excca Pmiel, or if a new addras i1 provided ln writing by tho Owner or 11,a TVC T-o, thc TVC Exeea I'-', then to -oddrca. If oo """"'t addroaa for the Owner of lho TVC T-or lho TVC Exeea Parool hu bean prol'i<lol to lho Ownor of Ibo MM T--1be Owner of lho MM Tnct llhall ...., notice to Ibo -cunmt aw-•, lddml u n,ftocted in the rocenh of tho Kmg County Tu Aaoaor. D. Permll1od u .. q. An o ..... , may gr,.nt the benefit or 1bo ...._(,) deleribcd in tlMI Agreement to ill tenants hereafter occupying any building or any portion. lheRof oa itl Tnet, for the duration of 111<h teanoy and to tho -vendor>, I~ -.,., cmploym and invitees of such Owner oc wu.m: (collectlYCly, lhe 'Twrnittr4 JJmj. Notwlthst.lD<ling the for.going. nothing in lhi& Soccion 2(0) shall IO!aue In Owner from its obllgation, Ind IUpOlllibililias Dontlined b=in. E. DVDlf! Rt Dgtrqetlon by Owgq. Any Owner (or such owner'• Permitted Osen) who distutbt or damqea; another Owner'• Tmct. or any portion therm!, in the cumse of any rights or oblitpitiom hDIWDdor, 1h10, in a prompt and workmaliko 1llllmCI'• rtpU" and nstore auch diunap or diltutbu.co u ncuty u peacticabl110 the oonditioa lb1t mted prior to l1loll damqo or dillurblnce. Any grading whlct, mllmially altm lho flow of ,urGtco wator to, ot materially al..,. tho dniinap of, IDOthcr °"""'' ~ or lho TVC Tnct Ae<OSI lluerooot A<Q, the TVC &cen PV<ol Acc:oa-.... Ana OT tho MM ~ -llaanenl Ana ,hall ]ikewiae be ropai""1 and -...cl u noarly II pnclicabla to tbo oooditioo 1h11 exill<d prior to such pding. 3. PARIQNG ARIUS. Nothlna; in thi1 Agn:emonl &ball be construed or deemed to convey any righb kl Ill Owner that would ponnil pulcill( oo IU!Olhor Owner'• ~-All lirturo d<,dopmeot of Ill)' othe< Tnet, or sny portion lhclOo( ohoU include 1bo on-sito cooslruction of patkmg oufficicml to ' Order: Non-Order Search Doc: KC:2013 20131001000418 Page 6 of 33 • 20131001000418.006 Created By: bloedel Printed: 4/3/2014 6:58:17 AM PST • satisfy tbc dcmmds of ill Intended uac u well u uwt ponainina to pamng an:u and pamng mquirmncnta. No eucments or agn:emcntl mlated to patkJna areas ,hall be panxt or onllered into by tho Ownn to third partioa. which ma:y invob the application of I.awl n:,quiring croa pulclng witbin lho C...lopnlcllt. 4. USE RESJ]llCIJQN. The ·MM T-. o, 111Y 1ml immcdiamly odjecont to lho TVC Tract or lho TVC - Paccl or II lho umo -.,. u tbc TVC Tract or lho TVC -Pa...i (wholho, --<linlclly by dinoct owncnliip or indi...cty duough tho 1110 of a.., .,,..,..... ,.,, ._,. or limilu dacument,)towlddt M.ru.c-Muir(or 111yofill-.,-,,, iodmdual memboa, or part,l<d) bold, or ICCj1Ul<O lido, ,hill not bo loucd or used ror tbc puoJ><1e ofa relail ballh-boallh and boauly Iida ...., •........,,...,a dollar-a pt,oto praooamg fmlily, a """'"' eani ard gift .... ; a candy il1ore; -Ololo; prilllina -or lllliJina ...vicel, I pbmnacy mail onto, r..iliiy, a d!ug...., and/or a phlnnaoy ix-iptioa depormalt or ro, Ibo alo of Ibo i>-ng: (•) alcoholic bo,orqes for off-pmn!sa COIIMlmptioo; (b) pooling Clldl ond/or party goods; (•) photo printing or ~ in<luding, willlout limitalioo, _, or loll photo pn,co11U1g; (d) hoollh and boauly aid,; (e) vl1aminl and hoallh IUP!'lcmeelo; or (f) pharmaceutical prodllCtl requiring tho services of a replen:ld pharmamt. includiag, a pbanMcy mail order facility. Al ....t lu:n:ia, "Dollar Sum," ol>all mean a "dollar..,.... or lim!lal lypo ...,. « aey - variety,_ gcnaal lllCIObandilc"""' off-bnnd gcnml_,__¥1rioty,_ .. cJosc..our' store. or any 1imilar openitioo auch 11, by way of eamnple mi JaOt in lilllitatioa, stores sw:h 111 "Fred'.'1". "Big Lois", "99 Cent Only•, "'[)ollar Slare", ~Ocncral", "family DoDm"', "Maxway" or "Allied Stoca". Al -In this -tho -"phumacy ,......;plion ........ ahall inclGde Ibo dispenaioa of prmipticm drop by p1,y,;.;.,., dmtim, olhor bc&kh m ]>'lrti1iooon, or ealiti" suoh u bcaltb m&intaiancc QIPnia.titms; a ''dnlg ston1" wll mean a store whkh IOIII pracription dlUp which are required by law ID be dispc,,xd by & 1iunood pharmoci,I; I "dolW l!Me" oholi mean any 10-<alled "dollar ..,... or aimilu lype of ,.,.. or ll1Y -Yariely ax,, goneral """"1landi,o ,_ off-t.ud m=lw,d;,c -dl=ont varieoy...., "clON-<>Ut" ._ or ,ny aimiJar opera1ion. Tho re"1ictive COV<Om>U OOI b1b herein all mt, howova-, ialriol M&illet"Muir fioo> allowioa tbc pnmiao, on ,ny llld, land ID bo '80d Ii>< OOlllfflCfl:ial ollico apace for medical, dallll "' glim, hoallh pror..i<ma• aod, if .. uaed, all not -Mdl1el'Mu~ -allowina - medioal, d-1 or-beallh prolcaaionab !torn acWng. preocn'bmg or clllpOllling villmioa, heallh lids, beallh lllpp!omeors, pbmoaceutical im,du<ro, or ....iicadon a, ao ...Ulary part oflhe medi<ol 15Hl7w.i v2 • Order: Non-Order 5\!arch Doc: KC:2013 20131001000418 Page 7 of33 • 2013100100041 B.007 Created By: bloedel Printed: 4/3/2014 6:58:17 AM PST pn,foaionol'1 pmcticc, PROVIDED thot IIUCh aollin& pmi;<iou or di,pcmina cloos not_ tho primacy basmoss ofdlO provider. Natw:itbstandq tho daw::terizaticm of lhc latrictive covenants dra;;n"oed hcmn a """"""""lho"""""""" oball-yc,q,irc aadbe ofno !in1horcffiiot ii; for'"l' period of 6,e (S) !uO -tiw caleadar yc,n, no -or eme,pri,e socli II ls deocnood 11,m,o Clisll or ii opntiag on 1ba 1VC Tnct. · s. PROHIBITED psgs. l!xeq,t II otherwise let forth bmio, • Ttaot shall be 1llod for lhooo ..., pormiUod oodor lhe 1.a.., pn>Vidod, hOWOffl', that no part oflho Ilevdop111e111 shall be 1llod or oecupiod for Ibo operation or any or tho following: • cinema, video ...,,. or 11oo-. ...iu.a. roadoa, "'exhm;,jq primwily material of a po..i.oax~ « adult nature;• fircarml lhootins tanBCi «•SN 1tatioa. 6. MAlNJINMfCliANDTAW (1) GencnJ Swx!aro,. E&ob Ownor lhall be ,ospon,ihle !br Main--. at its own COiii, of itl rcapectivo TIKt in acc:ordanco with Lawa and olhcrwise in a good, clean and aanitary onim', he from iElfortatiou from inaec:11, rodonta, vermin md OCbor' pests and otberwilc in a condition compmablti 1o otbcr "fint~i..· ~mmercial/retu1 pJOpmiea IOOltod in Renton, Wuhington. For JA11POR1 of Ibis Seelion 6(A)(i), ~· inclodeo (but i1 not llmltod 10) ~ wuhinjj aad ....,val ofbuh, littac aad o,fbse, removal of snow and ice from pavement, parldag .,... and walkways, pamluJi and ltriping of paoong ...... ~ and ,opi-.c., of pal'ing IS -,, repail' and ,oplacemont of utilities aad drlinqo =lumdy 1em11& IIUCh ,._ malnteunoo of land,coped .,... (inch.ling ,..,-aad rcplulina), and ...................... ofHsJ,tiog, fixtutoa,lipp, cJu.otinoalligns,lira lDdawtm. Paved .,... lhall be malnllillod In• 1...i, lm<>Oth and ...Jy-covorod oondidon wilb Ibo type of sudl,;i,,a malerlsl originally inlllllod oc lllCh 1Ubetit"1e II shall be <Olllplllble lo quaUty, uw, and dulll>IUty. GubaJc, truh, rubbi<h and other 1'iuw, will be doRd lo OOVOtOd ooollnu:nor-and""""'"'1atragulerinler,w, not IOll thm-uy, at llUCh Owner'l o,q,eose. (2) EuemmJ\ MJintt;p,nco. Notwilhatandmg aoythma io tho contrary hcR,ln, lho Owner of Iha lVC Tncl shall be iapons,'bk, at ill sole cost aod .._, for du: opmition. Maintenance and ....,;, of Ille lVC Tnct A=a Buoment Ant in the cooditioo dctcribod in au"""-116(A)(I) above; tho Owner ofth, lVC lhoeosParl:ol sh:&11 be l'C8p0nll"'ble, at its aolo ~ and axpcmac. for 1he opmtion, Mdmtmax:e and 7 Order: Non-Order Search Doc: KC:2013 20131001000418 Page 8 of 33 e 20131001000418.008 Created By: bloedel PJinted: 4/3/2014 6:58:17 AM PST n:pair or tho TVC -l'lltel Ac<cu Euemcnt Am in Ibo DOlldition deacribcd In 111bparagropb 6(A)(l) &bow,; ,nd the Owner or the MM Tnct shall be ~ at ita wlc cctt 111d oxpeue.. f'or the opcmioQ. Mdntemnco and n,pdr of the MM Tract Accea Eascmont AJel io 1ho <Onditiou deacribcd in mbparagnpb 6(A)(l) .-. For pu,pooea of cbil acet:ion 6(A)(2), ~aintcnancc" lhaU mean, without limitation, lhe hllDtll:mnr.ll of the applic.able Euemcnt Facilitiet in I f\ally opentional condition and in a condition """"'"'blo w!lh other fint ci.... -tail propardOI in lhe Roll""', Wuhmpm area. With reapec:.t to maintmmcc of Acc:cN Facilities. the &mn "Mlintaamce" NII include, without llmi1ation, IWCOJ>U'lo wuhlng and .......i of t,ut,, Ii-...i ,.-, """°Val or IIIOW nd !co fnnn po......U, pointing ml mping or any app!i.at,Jo ...... ropalr and ,eplaccmcm or paving u I\OCOISU)', maimenanco of any land1<tpod 11111, and ... 1n...._ and n:pair or 111Y IJahtin& twm.a, .....,., dnectioaat ,...., linoo and marbn. wilh paving beq mai:naiood in a level, smooth and evenly-cav«ed condifian wi1b tllo typo of 1..r..ing material originally in111tlcd or l1l<h A>bstiMa u shall be oomporablo In quality, u,e, and durability. 7. CONSTRUCTION A.CTJY[l'IRS. 8. (•) ahall be perfonnod in • 800d and -......... u ..... unreuonat,Jy diatom 1ho c,pe,at;oo of any~ conduct.d upoa my n.ct, or inlorfao with the OMa"' Pmoiu.d Uacrs of any Owner, and 00« ...........i, IUCll work will be diliFUUy pwncd lo """'Plction; and (b) my gnding which materially alten tho flow of flllfacc water or materially modifies Ille grading or draimigo of any of the Euemlfflt Areal or an adjoining Tncl (a =m,dy COlll1rUc1"d) 11,au be ,epainod and ..... i,:d u -i7 u pncti"""" 1o ;,, prio,-exillina coaditioo in. prompt and -ah .. _ and (c) oneo COl\llrl1ctcd, 1ho Eucmont A,aa, Ba......t Focilitioa, and any portion(a) thcmof lhall not be materially """"""8d during tho nonna1 bcslnon ba1n of IAY Ow.or except U O\IY be ......at,ly ,-a,y 10 pcrfotm moi-n:pair and rep1accmcnl OJ u may be n:aaonab1y necesary to pRVCnt the dedkalion ofdlC P.unment Anu or Basemcat Faci.litica to public uso. INDEMNIFICATION/INSURANCE, A, lndmrurillcatjgg. Bach Owner (Ibo ''lndomnlfyjna Own;(') lholl mdcmaify and ,... b,..,1.., 1ho o1har Owner(•) (tho "lpdomnifiod Owno(1 nom and op1n11 IIIY oru1 ,u liabilitic.11, damages. penalties or judgmenta, any and all actions, lllitl, p!'OCe dings. claims. 8 O..der: Non-Order Search Doc: KC:2013 20131001000418 Page 9 of 33 e 20131001000418.009 Created By: bloedel Printed: 4/3/2014 6:58:17 AM PST domanda, ..........,,., COIis arnl .. ~ includh>g, -limiDllioo, """'111ble legal r.o, and m:pclllQ, incumd in enf'oroing this indemnity, Wins from injury to person or pnJpCd)' audlincd by anyone in and about ttici Jndcnmificd O..C,11 Trffl 1"111tins from aay aec gr omiaion of tbc lndemnif'yiog Owner OT ill Pemiiaod lJscn. The lndellllliJy;ng Owner Iha!~ &t ils own cost IIOd ~ defend any and all suila or actions, just or uqjust, which may be lxoaght qainst tho Indemnified Owner or in which 1ho Indemnified Ownor may be implel<led with othen upon any tueh abovo.mcnlioned mattr.:r, claim or elaims, except ror 1hoac Wing from Ibo. affim11tive acts. omission1,, bad flith or ncgligcnc;e of the Iodomniflcd Owner or lbc affinnativa acts, omiasiou, bed faith ornc11iga:ice of tho lndernnifiod Owner', Ponnittcd u ... 9. B. IDl!!r!m9. (I) Each Owner at ill own apeme shall be rcquifm io pn,CU1'fl and mamlltll in f\tll fomi and dfccc a policy or policlca of ~ial general Ulblllty insurance lpiMt any liability or claim far pet10"'1 Tiability, wroogl\al deo1h, property damqe or liability for which such puty is ~ible under lhis Agrocmcnt or under the laWI, wilh ftnanci1lly responsible UlSllmfl authorized IO ll'lnllCt buainess in the Sulc of Wubington with a ,commerdally rcuon1blo <iOfflbined sin&Jo 1imit of noc lea than $1,000,000.00 per occuncnce (such mnounc 10 be inmucd gvar timo so II to maintain comparable covet1gc 1mounni u dcllar values erode with inflation or if mucmably rcquimd under then-prevailing indulUy l1aadardt for rdail ,hopping liCDten). (2) Policies of insurance Rqllilm under dm puapph lhlll name Iha otber Qwnc,(1) (and llw, morta•JIC'l andlor......., if ._in>d) u oddidooal lllfflOd Ul8Uftdl. Eacl> Owner shall provide tbc othor Owner(•) with certillcata of auch inlumice from timCI to timo upon written n:,que:st IO tvidcnce lhlt mch irw!n!IC$ is in force. SKlt in1unnc:o polic:ioa lhall provide an obllptiou ,oquiri"J th, 1 ........ ro pn,vido thirty (30) daya wri ... notico ID tho other Ow=(•) and od<lllioosl nsmed i111Uroda prior ID csncollation or lennination of tho policy (10 daya in tho -of-). (J) Ari OWnar or ila pueat or afBlialed entity havios a net worth of One Hundred Million Dollar, (3100,000,000) or moro, or a IIIUbt capillliu<lon of One Bill;.,, Dollars (ll,000,000,000) or more, may aolf•inauto tho obllpti-under tllia Section 8. Should m Ownor elect tu 1elf-inmn, aw:h Owner lhall, upoo writtm nsqYllll by another Owner, provide eurrent audited financial abtemcntll (including a ba1uce abcel). EMINl!NT DQMA1N. A. Pmso Right to AWBrd, In tho nreal or lhe cxerdac of eminent domain or tranlfer in lii=u thereof" of a Tract or Ill)' portion thereof (whether or not IUCh taking includcl any lllSIH740S Y2 ' Order: Non-Order Search Doc: KC:2013 20131001000418 Page 10 of 33 e 20131001000418.010 Created By: bloedel Printed: 4/3/2014 6:58:17 AM PST Buemcnt Ar<al. l!ucm,nt Facilitiea, or ,ny portion(,) -..1)(1ho "Condpnxd Iw;t"), the award •-blc 10 the Coadcmnod Tract 11h10 be payable only 10 the OWncr thcreo( No other Owner ahall have •n interest in any award or pl)'lDRlt ma.di, ia eonnecdon with lhc exercitio of eminent domain or traufer tn ticu dlattof of the Condemned Tract, providod, ~. lhal lhci other Owner(,) may file collalenl claillll with Ibo condmnning authorily fur 1hoir loloel llld may 1oooive payrneal if awarded ,epualely 111d 11por1 from Ibo award made 10 tho Owner or lhe Condcmnod Trad, including ,ny -aWlrd for -...iial impaim,cnt 10 lhe -fill hennlnder aaoh u parkulg. 1ipqo,. or accca. B. 8Cd0Ilti9P pf AEEW E.gemant ftetlitie, If lhc "IVC Tract ACCC&s Ewnumt Area, tho TVC Bxcaa Parcel Buemmit Aloa and/0< lhe MM Tmt Acce11 Eucmcat Area, or uy portiona thom,( ... ao ""1llcmnod "' ....,femd, the Owaet or Ille applicable Tnu:I nil p,omplly rcpa;, oncl ...-tho remalmng pol1ion of tho allbclod Ea...,.., Ania(•) a, nm,Jy u pncticable IO the eooclition which existed immedialely prio< IO ouck condomnalioa or ...,re, 10 tho ex.mat that tho enlW procaxl:I of auch awud are 1uflicicnt to pay the GOit of 11:1ch tcltaration and repair and with.out oontribwion from 1M ocher Ownen. Notwi1hatanding 1ho fOlqOiog. in tho ovant that the, proceed, ofauch anaw.1ni am insuffldmtt to pay lhceoatoftbe raton.tion and rq,alr or the affedod Eaiem .. , Arca(,), tho other awn... may, at i1I aole and absolute ctiKtetion, contribute any additiand amourila 1*8111ty to n:stan:i and n:pir the E.uen-.1 Facilities. u contemplated herein. 10. RIGHTS Pl MORTGAGEIS, No proviidon of rhil Agreement shall in any way defeat or nmder invaJid the Jica of any monpp or other NCUrity insttumont Cl11m:d into in good faith and for valuable con,icwalion, wJi•r pruendy in exktan:e or hereafter RCOl'dod apinrt any part of the Dcvclopmcnt, but any Rich lion ahall lxl subon;Umle md 1ubjcct to Ou: prgviliona ofthic Agrcome:nt but not to any Ji ............ by Ibis Agreom~ pnmdcd, -.... !hat if lfl)' poztioo or the Dovelopmem is purohuod in conneedon with • forwclo&ln or 1UOb mortpgc or IOCWity inslnmcat or ii COOY~ 10 the party 10 OOC11Rd in lieu of ful'llcloluze, Ill)' pcnon ,o KqUiring Of pw<llasina .,.,i hi, •U«alOII and usig,,o 1ball hold any and all NII pn,pony ,o purchued or acquiz<d nbje,:t to lhe provlaion1 of lhi.1 Agn::,cme:at. The Parties ahaO. upon written requs, undertab: bolt offurtl 10 obtain, within 1e11 (I~) bulinea daya, an ._..,, fiom tho exiating holden or auch mortg,ge or other aecarity ins1rumen! on thett ....,...;.. Tracu aubordUlllin& the....,. theroofto Ibo tenno of this Agzeemoor. 11. BINDING 1mcr. A. Qmnanta BYD WjJh Land. Thill Agreement llall ba perpetual in !1lbn, &bill rua wilh Iha land and shall beoofit and be blading upon Iha Ownan, thett hmn, admh,..,._ rq:n:scaCativca_ tu~sors and auigm. Thia Agreement shill bci ~ with bl King County' IS1917405vl 10 Order: Non-Order Search Doc: KC:2013 20131001000418 Page 11 of 33 e 20131001000418.011 Created By: bloedel Printed: 4/3/2014 6:58:17 AM PST • Recorder'• Office. My baJ1a!m,o of Ill)' T-, or any put 11,m,o~ ahall automalically bo deeined, by acccptanc:o of a dlood, • leuobold ;--~ the condition, ,ct ford, RI Sec.tion l(A) above, or Ill)' ownmhip intenlt in and to a Tmct. or portion tbcrcof. to haw ...,..,c1 all obligations ICI for1h haem, ,nd to have ogo,od IO comply will, lho pn,vwom bcnol The lrlNlm>r of any IOl<h Traot oh.Ill, upon the completion of the -. bo rclie...i of all liabnity hemmdcr =opt that Which Ullll dunJli dio IIUllferor'a period of ownfflhip ml wbich mnaim un11ti:a6cd on the date tnmm:r. B. No Dpdicatfnn tg PPblic· No lmplkr;I Enornmta. NQChing contained in this Agreement aha.II be deemed tu be • gift or dcdation of any portion of any TXIC.t lo lhc pacnl public or for any JNblk: use or parpaso whmocvar, it beiag tho ink:atioa of the pu1ica hcmo that thil A&n,emcnt bo for the exclusive l>eoefit of Iha Ownen and dio Pllnnillod u .... and lilat nothing borein, .._ or implmd, ,hall oonfer upon my penaa. othorthm the Ownm aod their bein. admlnilta.ton, 1cp1 tcp1QC1Ealiva, aucceaon and aaigm, any rigbtl or icmadica undor or by reuon of thil Ag,eement. No CllllfflC1lll, except thole exp,aaly ,ct fiwtb hmon ohall bo implmd by Ibis A_..l C. Np WaJm. No dabiy or omiaiDII. or an Owni:,r in the CMl'd1c of any right """'RIB upon ddault by -OwMr lhlll 1-u Ill)' 1111d, right or be c:onsuued to be a waiVCJ thim:of. A waiYa" 011 one occasion by m. Owner of I brea(:b or a default of any of 1ho k:nnl and conditions of this Agreement by 111.oiher Owner ahall not be CODltrucd to be a WUWI' of subacqu,ut bn:ia:ha or dcliulfl or.of any other provillonl bereol: 12. REMEDIES AND ENFORCEMENT. A. Al) Jeni apd Pmitabk Remedjp Ayp;iJabh; In tho ovcnt or • 1nacJa or .--d breach hy an Owner of• Tm:t aod/or ill PmniUod U-(colleelivoly, jolntly and laYCr1.lly, 1M j)Qfapltjpg Owno(') of any of the lemal,, cove111nta, restrictio111 or condition, ha=~ the olhor Ownor(•) ohaU be cntidod filrlhwilh to ftlll and adoqlll!O reHef by 11\luoction aod/ot all such olhc, available lcpl and equitable nmediea llorn the CO"""!UIIDOOI of OJ<b breach from the llel'aulting Owra. B. bll':IWIJ. In addition IO all other mncdiea avu1able at law or RI oqaily, 11J)OO lhe failure of a Defaulting Owner to nu,e • "'-11 of lhia Apcmmt within lhiny (30) .i.,.. following written notice lhenioC by an Qwncr or tu liCDIDII (W\lcu. wilh rupect 1o any IIICb broach !he nam,e of which caJmDI .-onably be cmod wilbln aucb 30-day period, the Dofaul!lng Owner nommanoos such cure wilhm ,uch 30-day period ml lheNfler clilipntly ponue1 ...i. cure IO oomple1ion), any Owner or m ....,.. ohall have the right to perform aucb oblipticms contained RI lhi1 Agrocmenl no bebalf of ,ucb Doliullioa Owoer and be tcimbuncd hy 1UOb Defaultina Owner IIJ>OII demand for !he ........,1, COl1II tboreof IOplber with ..-at Ibo Primo Rate <barged linm lime IO limo by Bank of Amerlc& Qta -...on or aaigna) • 11 Order: Non-Order Seardl Doc: KC:2013 20131001000418 Page 12 of 33 • 2013100100041 e.0,2 Created By: bloedel Printed: 4/3/2014 6:58:18 AM PST • publbhad in the w,u s-10 .... 1 plua -pon:ent (3%) per ""'"'" (nor 1u exccoo! tho maximum ate of intmm allowed by law). Notwilhstandiq: Iha foregoing. in Cho event of (i) an omc.tp:tnc)' (e.g. the faiture to timcfy remc,w lnOW, Ice. fallen 1rOcl, dillblcd Yehic:les « other obstruelions which unpmr lhe ... oflhe Accea Ea1C111e111Aioa), (lij malmial impairment oftbo ........i rigbra, and/or (iil) <be uaao<boriiod puld• of vobioles on • 1iaof, an Owner or ill mnan11 may lrnmediar.ly cwo <be 11me, wffhout notice, ml be reimbmsed by <be Dofaultiog Owner upon demand for Ibo ...-10 eoot thoroof lOgethcr with i......,., <be Primo Ra"' plus three pcrccat (3%), 11 above descnlxd. In the event tho ODfaulting Owner f'a.111 to pay or raimb11t1C another Owner f'or any sums duci and owtna under lhil Section 12 wft!ua durty (30) M}'I of demand from ...ii Ow= (lb, "Ilo]jnquent Pmn,pt"), Ibo amount of IIU<h llcllnqucnt Paymon< sball auromatically becomo a lien upon tho llclinq-Owner'1 Thlof, wt,lch anch lien lhall be enfon:,d (with.._ .. tho ram ad fonh henrin) m tha ..... .....,... U I DIOrflJIP, Such lien oball 111<omalically •-ml lake olleol upon tho reeoidlng of 1 •lalm of lien ln tho oppropriatc """"'"'8 offi<o in Kl• <:ouaiy, Wllllllnp,o 10ttiq fimh the ..,.. of lhe Dofoul!ing Owner, the 1mount of lho Ddlnquon< Payment, the dalll of tho aon-paym"", • description of Ibo nact or po,,;.,n thcn,of to which Ibo lien ahall attacb, ml 1 .,._, <ha< lhe lien is claimed punuanl lo tho provisiom oftbia Agniome:nt C. Atrpmeys' fees. In 1ny legal or equitable pn)Cll(ldjng to dctcnnina lhe rights of Che Ownm to onfon:e or Rlttlin the brelob of thi., A-,. Iha locing party or pweo. u doterminod by tho c:ourt, homni oflioer, other <nlninll, or llbilm utilized for !hi, JIUIPOIO, lhlll pay <be .......,blo attorneys' C-, lcpl eotll Ind "'IJC'1'CI oflhc prevullng party or panics. o. Remo,t;a, o,mulatiye. The rrmedies l(JCC-ified herein thalt be coumulltive md in additiot1 to all orbcr remedies pon:nitced 8t law win equity, E.. Np J);rrnipatjpn for Qaad). Notwitbltanding the forqoing to 1be coatruy1 no bread! honnmclet ahall ootillo any Owner to ....,., n:ooiod, or othorwiaa t<tmi..,. <bi• Agreement Each Owner, within film> (l S) buainoa da)'I of wria.n -&om anothor Owner, Nill CX«nto, oclmowlodp ml daliY« 00 ostapp,i ""'1Jftwo, in I mntuaJJy -bl, fonn, ""1ifyi,,g to such -<inl Owner"' any im,opeo<ivo p-. u,ignoc, 1 ..... or....,._ daignolod by IIICh noquesliq Owner, wilhoat c:horge, that (a) 1bit .._.... is in full ftlRo aad cffcot, without modillcation (or if there bal'O beeo modi~ ldeatilyiog <be modificalimu); (b) lbera ~ no existing de&.ultl nor docs ltt)' ICt of fai:11 aiR which witb 1he pusage of lime or the &Mlll of nofu:e or both woold oomti,... , dofautt (or if oo, opaolfying tho nalilrc and extcot tboo,oJ); (c) <hon, exist no dilpules rellti,e to """°"" payable by or to ouch OMler or my unpmd .. _ (or if so, ..aiog fonh lho ..-Ind 1moont of tho disputo~ and (d) IUdi other 1.$191'1'403 v2 12 Orner: Non-Order Search Doc: KC:2013 20131001000418 Page 13 of 33 • 20131001000418 .a, 3 Created By: bloedel Printed: 4/3/2014 6:58:18 AM PST • inf'onnation eonccming tho status of tlUI Agmmcnt or Ike performance of Ibo Owntn of their rcspcctiw obligationa hcnruader u may be ruaonably mquelled. 14. DURATION. Unlcsa otherwiso tai=lcd or tmminaled, III of the ........,,. and rishls gm,lod in lhi1 Agnemen~ and thc obligation, hon,in (.....,. u o11>erwi,o pruvidad ha.in), dwl con-in perpetuity; provided, howtm:r, that if any &crm or provi1ion hcrmf would Olhotwilc be unlawilJ and void or voidable for violation of the Nlo apimt perpetuitin or any other common llw or statutory mlo pcrtainina: to tho llhntion of ,uch 1DU011XDb and rights, then such 1orm or pnnisktn 1hall bo otli,ctivc ooly wrtll thc dalll which ii ....,,iy .... (21) ycm &lb the death of the lut 1uivivin1 descendant,, 1.umndy Hvina., of Ibo fonner Prcai.dentl t1f thc United Slakll alive on the dato ofthi& Aar-cat The ...alctioo, a:t fonh in Soctions 4 and 5 llhall coati..,. in porpoe,i1y, providad,, however, that if IUCh duration \YOUld violate any ~ law or mtutory rule penainina to tho dun.ti on or r'Dltrlelfonl, then IUCb rcllJ'ictionl Iha.II be limlted to lhe ihoncr of (•) thirty (30) )'OIIII, and (b) tho longest period ano-i by law. If tho 1111111 of ID)' m:oolod ..-ion, may pn,lony tho duration of auoh n=!cdoo,, ~ ouch .....,,;ona llhal! bo m:oolod at lhCI •PPf'OPriltc time. Is. pQCUMFNr MODIJi'ICl'l10N AND CtY!Qil T •TION, Thi• Aar=,,aot (iooluding uhibi1>) may bo modified or .....,led ooly by ...... 1 agreement of all of daci Ownen a IOl forth in a wriaai doc.umcnt and which &hall be cffectivo u;,oc, !<COiding with the IIJ'Pl'll)riato recon!ing office. 115. [QRCll MillQRR. Aey Owner lluol! bo oxeused from penormin1 any obligation or undertaking promlod In tlua Agreemcnl, a,1;:cpt any obligation to p1111y any tum1 of money UQdcr Che applicable proviliom h=of, m the .-Iha~ ,od only for u lor,a u, the pe,rom,a ... of any '1ICb obli9tioo is pm'<lllCd, delayed, n:tardod or hindcn:d by Act of Ood, lil!, Olnllquake, flood, explosion. extraordina,y action of the ~ta. war, invuion, i~ 1el'Tol'llm, riot. mob via~ ubo<age, inabili,y to procure or genmal lbortaac of labor, oquipmon~ &cililie~ lllllllriala o, suppl!,. tn the open marlcet, r.num of 1r1nspo111tion, ldrib, lo<i<out, action or labor ......, conclcmmation, rcq,11ili6on. Laws, otdcr ot govcmmmt. or ci.,;t, military ur naval autboritits, or any other cai.isc:i, whether 1imikr or diaimilar to tho foregoing. not within Ibo .c,::qonabJc coatrol cf IUCh Ownu, (Iha "for:a MJi11um BYMr'). Such Owner shall provide notice to the other Owner(•) wilhin five (SJ buPneaa days following !he .-or tho p.,.. Majc,wo E"""' cpecifying tho ...,.. which prow,ab mch Ownet, pornxu,u,cc and ostimatiag tho poriod of expected delay. 13 Order: Non-Order Search Doc: KC:2013 20131001000418 Page 14 of 33 e 2013100100041!1.01"4 Created By: bloedel Printed: 4/3/2014 6:58:18 AM PST 17. M[SCEI J 1:YffljQUS, A. Sma,hjUty. I! any proYilioa of lhil Agm:mcnt or 1be application thsreof to any pcnoa or ·-llllall, lo any ...... be bold invalid, lnopc,otive or WICllfimlooblc, lhe -.indcr of 11111 ~ or tho applicalioa of ouoh provilioa, to '"Y ocher -or circwnmuw llllall llOI be affected thmcy; the remaiador of thu Apemet,1 sball be IP""" dlicct u if ,uch invalid or iROpoRtivo podion had not been mdudod. B. Apgllc,bJ; I aw Thfs Aar=mcnt lball be construed in aceordaDoe wit!! the llwa of tho alllc afWabiagtoa. c. Np Partnqshjp or JgiQ1 YAJ1lllP. No1hing in this Apcmenc 111a11 bo construed io mab tho Putic, ......, par1Qcn or joint .......,. or 1'11der aay of aald Putioa liable for lhe dcbb or obligadou of the othcrt. D. li2!im. AU DOlicaa, ai,p,ovlll. COIIIOll1I ..--giveo o, mldc: ~ to thil Agreement sboll be -in writing and wll be -given opoo =cipt by pcnoaal delivery, or United Sratca cmtlfied mail, flllllm n:ccipt requNlad, with poatage prepaid; 0r one (I) day after dq,om with a lOCO(Plized o.mnight curler, cbupa pn,pa!d. N.-,ball be addrcned II follows until• t1CW address for naticea: QD bo dangnltod by nodco lll 1bc manner provid«I in this panpapb lo all oeb« Ownera: If to MM: with. copy to: Mai11ct•Muir Aaaoci.atcs Alln: Jolm w. Maillet 12119SB38th S-#32!5 Bellevue, WA 98006 Pboru,: (2(16) 369-2081 Fax, (425) 641-5112 Joshua D. Sund~ l!,q. Sound Lepl Center PO Box3737 l.aooy, WA 98SOIJ -(360) !513-3338 Fax: (888) BIH910 I< Order: Non-Order Search Doc: KC:2013 20131001000418 Page 15 of 33 e 2013100100041S..015 Created By: bloedel Printed: 4/3/2014 6:58:18 AM PST lflo lVC: With a copy m: lftoCVS: with a c:opy to: lVC Rontoa Co. WA, I.LC. 5157 West Maple Road Suire 800 WOii Bloomflold, Michigan 41322 Alil1.:8teYonS!lk Ph<me: (248) 5lM997 John D. Oabcr, bqui,,:. Williamut. al, P.C. 380 Nodh Old Woodwud A-. Sullo 300 Binningh..,, MiclJipn 4$009 Phone: (248) 642--0333 Fu: (248) 642--0856 And lVC Renloo Co. WA, !.LC. 5757 Won Maple Road, Suilo 800 Wctt Bloomfield,, Michigan 48322 Alm.: SlopbenJ. Book,!!squire Woallington CVS Plwmaoy, L.L.C. c/o CVS c.m...t Co,pon,lion Ona CVS Drive Woomocltet, RI 02895 Alill: Propotry Adminis!lalioo, s .... No. I 01!5 Hinckley, Allon A S")'der LLP 50 Kenoody Plua, Suilo 1500 Providence, Rl 02903 Attn: David I. Lough, l!lquire. Phone: (401) 457-5198 Fu: (401) 277-!1600 B. Jntttpretatiog. Wherever hcRin lhc sm,uJar number is used, tho ume shall im:lude Ibo phttal, and Ibo """"'lino gender ,lull mclude tb, -· and -genden, and vice versa. u tho context ahall require. The ACtioa. boidinp usod bcmn 118 for rvfi=ace aDd comicnicncr: only, and lhaU not enter inb lhc inllrrpnution lieteot Thia Alf98IDOlll may bo execuled in ~ ;ouaterpuU, each of which lhlll be an ori&inal, but all of which lball constitute one and lhc 111DO imtnuncnL " Order: Non-Order Search Doc: KC:2013 20131001000418 Page 16 of 33 e 20131001000418.016 Created Sy: bloedel Printed: 4/3/2014 6:58:18 AM PST • • 20131001000418.017 (REMAINDER OF PAGE INTBNTIONALL Y LEFT BLANK] " Order: Non-Order Search Doc: KC:2013 20131001000418 Page 17 of 33 Created By: bloedel Printed: 4/3/2014 6:58:18 AM PST .. • IN Wlll<ll!SS WHEREOF, tho pm!ia haveex"""ed lhlsAgrmncot tho day IRd yac firlt written above. STATl!OF WASHINGTON COUNTY Of KING MAILLET•MUIR ASSOCIATES, a Wulungt0n p:ncRI portncnhip @~~4&{, ,de: Muqi,,1 l'anno< ss. I catify thal I lcnow or bave 1&tiafacuny evidence that JOHN W. MAILLl!T is Ille peroon who _....i betim: me, IRd aid pe,,on acknowlodged lha1 he signed lhls ............, on Ollb Ollled he wu aulhorized lo..-. lbe-t and odcnowlodged h u a managing paru.of MAILLET'MUIR ASSOCIATES, a WuJunaton acnaaJ ponnenhip, lo be the &ee ud ..,1unwy ... or such pony re, 111e ... ...i _., meallooed in this..........,, Order: Non-Order Search Doc: KC:2013 20131001000418 Page 18 of 33 • 20131001000418.018 Created By: bloedel Printed: 4/3/2014 6:58:18 AM PST ,I STATEOFWA~N ) ) • ss. COUNTYO&.l OMJ)~ I <Or1ify 1h11 I know or haYO -fa<lory OVMlcnce lhat DONALD M. MUIR ia the ponon who _...., befon, me, and said penon aclcnowledaod that ho ligoed thit .,,,,,._., on oath stated he -IUlhottzed to eucul< the inJtrument and 1dmowledpd ii QI mm,qilg pumm of MAILLErMUIR ASSOCIATES, a Wubinaton genertl pannenllip, to be the &ee and vah1111a,y 1e1 of such party r« the u,a llDCI purpoY& mcnlioncd In lhia ins......,• . IJ1917<40S ¥2 11 Order: Non-Order Search Doc: KC:2013 20131001000418 Page 19 of 33 e 20131001000418 .019 Created By: bloedel Printed: 4/3/2014 6:58:18 AM PST IN WITNESS WHEREOF, the parties have exocuted th~ Agreement lhe day and yeas first written above. STATE OF MICHIGAN COUNTY OF OAKLAND 4,L.LC. ilily company I ccnify that l know or have satisfacaory evidence that Steven Silk is the person who appeared before me, 1n<I sak! person ool<nowlcdged that h• signed this msuumenc, an Dllh "8!od he WU authorized lO execute the instrument and acknowledged it H the Manager orrvc Renton Co. WA~ L.L.C .. a Michigan limited liability company, to be the free ,rtd vol1mtary act of such party for I.he uses and purposes mentioned in lhis instrument. Givtn under my hand an<! official ..,I thisthe*yof ,9«,u.S I-, 2013. J ......... P~ Notary Public /, My commission expires: 01..,k,,1 111, 191740S (Siplnrc Pip.) Order: Non-Order Search Doc: KC:2013 20131001000418 Page 20 of 33 e 20131001 OCXMHl.020 Created By: bloedel Printed: 4/3/2014 6:58:18 AM PST e 20131001000418.021 IN WllNESS WHEREOF, the parties have execuled this Agn:cmcnt the day and year first written above. By: Name: Title: cvs U;GAI APPROVAL: Hinckley, Allen 8t Snyder LLP David I. Lough, E,q. In on this __ day or 2013, before me personally appeared PC<tOnJ, •le) of Washington CVS Phannacy, L.L.C., a Washington !1 · d liabil~'t company, who proved to me through satisfactory e\lidcnce of iden1ification, · h was holographic idcntifiwion with :signature issued by a Federal or state 1t1vemmental , or personal knowledge of lhe undenigned. to be lhe par1)I executing 1hc foregoing in5tl'Um I and Aflshe acknowledged said inslrumen[. by himlhcr executed to be his/her rree .ca uid deed, · er rree ec.t and deed in satd c:,.pec:ity and 1he fm actanddc«lofWashingtonCVS Pharmacy, C. [Affix NotarySeaij #Sl9174Cl5 {SignllUtO-Pia~) Order: Non-Order Search Doc: KC:2013 20131001000418 Page 21 of 33 Created By: bloedel Printed: 4/3/2014 6:58:18 AM PST .~"i'!otl ,r.;~: wllO IJf<Ml(ltc meon1hebaiad~-"' be"'-<•)wllOMname(•) l!/an, 111111 11bedto 1he wllhln lnsrumentond ada-1odgad tc me tllOl-...a,,,yenculed the eame ln-OUlhorlmd capaclty(INJ, and 111att,v-llgna1J.n(1) on Ille i.-.nont1he penon{I), orh enily....,.. bohaf dwhldl h-(s)ac:lad, ~ 1he -I ...Vy under PENAL TY OF Pl:RJURY under the - of the Slate of Catilamla Illa! the fcngdng pangraph lo 1nlelild"""8C:t. wmlESSmy_ond __ ~-•x.-,·~,. ... ---------OPIICWAI..IOFOAMAJION---------- .tlh..~\'11• n., ."l;"i;rT-'11:on ,., t'lir nairn ;r r.o;! ,.._ •• ,.:J:'&~n~~·,. 11..-:ic.-!1.,..,.,.n, ~11::'f.n.-.;,.m,-,~· r,r.c,··ut!li.;1:.~¥t! :f Ws,elfh~~,1 :a •r: 11Y•u,~~~n: ,~ IM'i~ !Iii<\'! ~;nrs,11 r,,']11.-!Q Olt I!',. .,-1~1.:f~ De""1ptl<m of Allaohed Doalmenl lhl~Cartl'clMOlldl f 3;::•1111819d19dto1 CloU'Mnl llledlb"lhe purpoae "'-------___ ...... ..,, _______ ~ Thi ...-(1) CIP8dtr• IUllorllrillme n: 0-0 •4--a-------.=----~M;d C Bi I lt4u•• 0 ,-.lnl!IIIGlnd OT-O-------------- Order: Non-Order Searcll Doc: KC:2013 20131001000418 lldlOddSuu~ ....... _ ......... ......, ..... a ................. 0--........., ,...... .... 11 ......... ....,......., _ -·--·---.... a--a--0 Page 22 of 33 e 20131001000418.022 ~ Created By: bloedel Printed: 4/3/2014 6:58:18 AM PST EXHIBIT A (Legal Daulp&n oriu MM Tnct) Lot C, King Cou1l1y Boumlmy Line Adjllllmon!Number S91L0069, R=nlod Ullderllec:onlioa Numbor 90142<51002, in KingCowty, Wnhington. Order: Non-Order Search Doc: KC:2013 20131001000418 Page 23 of 33 e 2013100100!M18.023 Created By: bloedel Printed: 4/3/2014 6:58:18 AM PST • ! I ! I - NJFE8MSCIIISd l!MW ,0......,.........., .,,,,.,,.,,.._,., .....,.,e,M,. rtWNM71'atclfffl'I.AT EXHIBITB (Site 11aa) T,.111. ........ . • LOT A. ISOUIWOAll1" L .. ,.,..,.,.T~ ··-· SITTS & HILL ENGINEERS, INC. Cl\111. • IJ'fflUCIUIUL • SUR~ 4a1:i CDniA T TACOMA. WA. N<IIOI PHQl'lfl 47~-...<f.e Order: Non-Order Search Doc: KC:2013 20131001000418 Page 24 of 33 10F1 - • 20131001~18,(12,4 Created By: bloedel Printed: 4/3/2014 6:58:18 AM PST EXBIBJTC (Leeal Descrlpttoa or lhe TVC TncQ THAT PORTION OF LOT A, KING COUNIY BOUNDARY LIN!!ADJUS'l'MENT NUMBER S91 L0069, RECORDED UNDER RECORDING NUMBER 9104261!02, IN ICING COUNTY, WASHINGTON, LYING SOUTII OF11ll!FOLLOWING DESCRIBED LINE: COMMENCING ATTI!BNORTIIWl!ST CORNER OF SAID WT A; THENCE SOUTH 01°4S'IS"WEST, AWNO 1llE WEST LIN!! OF SAID LOT A, A DISTANCE OF 193.22 FEET TO TIil! POINTOF BEOINNJNG: THEN CB NORTH 87'13'55'' EAST, 346.91 FEET TO 1llE EAST LINE OF SAID LOT A AND THE TERMINUS OF nus DESCRIBED L!Nll. Order: Non-Order Search Doc: KC:2013 20131001000418 Page 25 of 33 e 20131001000413.025 Created By: bloedel Printed: 4/3/2014 6:58:18 AM PST • EXHIBITD (Lepl Daalplloo of Ille TVC E...., Pared) THAT PORTION OF LOT A, KING COUNTY BOUNDARY LlNll ADJUS'IMENT NUMBERS91L0069, RBCORDED UNDERRBCORDING NUMBER 9104261602, IN KING COUNlY, W AllHINOTON, LYING NORlH Of 111B !'OU.OWING DBSCRIBl!D I.INE: COMMBNCING A.T IBE NORTl!WEST CORNER OF SAID LOT A; lHENCE SOU1H 01 '45'15" WEST, A.LONG l1IE WEST LINE OF SAID LOT A, A DISTANCl!OF 193.22FEET TOTIIE PQINTOFBBGINNING; TIIBNCE NORTll 87"13'56" EAST, 346.91 FEl!T TO 111B BASTLINE OF SAID LOT A. AND 1HE TERMINUS OP 1lllS DBSCRIBED LINE. Order: Non-Order Search Doc: KC:2013 20131001000418 Page 26 of 33 e 20131001000418.026 Created By: bloedel Printed: 4/3/2014 6:58:19 AM PST EXIIIIIITE (Legal Dacr!pttoa of the TVCTHCI ,._, -..,., Aru) TNEWESr ;M.00 FEET Of LOT A. KING CXXMY BOUMlARY LINE ADJUSTMENT NUP'8ER S91lll0&9, RECORDED UllER RECOROING NUM85t 910426160,l,. IN KING CQ.MY, WASHINGTON. LVING SOlml OFTI£ FOI.LOV'NilG DE5CR18ED UN!: cot.ll.lEM'.:IN AT11£ NORTINJEST COR-OF SAID Lor A. lHENCe SOl/11-101-.s,.-WEST, M.ONG1HEWESTU£0F SAIOLOT A,ACfflANCe OF 19122 FEET TO 11£ l'ar<TOF BEGINNING: THEMCE: NORl1i IJM3"56" EAST. 346_gt FEET TO THE EAST LINE OF SAIOLOT A NC> lHE TERMINUS OF 1HIS llESCRIBal LINE. Order: Non-Order Seari:11 Doc: KC:2013 20131001000418 Page 27 of 33 • 2013100100CM1&.027 Created By: bloedel Printed: 4/3/2014 6:58:19 AM PST ... • ltXJIIIIIT I' (Pl1a S11owhl1, tile TVC .EJcea Pueel Accea Euemeat An•) --NOIIIH ~~~:::::-:::-------SCALE 1"'•1oo' --=---------..J ' SE~-~ .. _.. ( ~--.. ,. r.~.N. •• ._ .... ~ "'*"""5ID ~ !StUEt'a .olD,l,\«ltl' """""1 ~ WOQ,11' 0,.0 oc:t'SS ,.a. 'Qi \ ; "'-.=-'a\ ..,,:r,n: - !"--. I ' ! ........._ Sf! CARR AIJMJ -~----------- 1.51917405 SITTS& HILL ENGlliEERS, lliC, C1"1l. • S"n'tl.JC'fUU,L • SUJt\1£Y!NC 4a1.$ ~ $1JtlD' TMXIIU.. WA. H40I PH01«1 474-94141 Order: Non-Order Search Doc: KC:2013 20131001000418 Page 28 of 33 • 20131001000418.028 Created By: bloedel Printed: 4/3/2014 6:58:19 AM PST .. . .... EXHIBITG (Lccll D-1ptioa of !be TVC E!Ctll Pan:el Accm -I Ar~) TliEWEST 26.00 FEET OFT>£ SOl/fH 28.00 FEET OF lliE FOU.OWING DESCRIIED PROPfRTY: THAT PORTION OF LOT A. KING COUNTY BOUNCARY LINE ADJUSTMENT NUMBER S91UIOGSI,. RECORDS) UNDER REC~G Wll3ER 9104261602, It KftG ca.NTY WASHJNGTON, LYINGNOR'fli OFTHEl'Ol.LOWINGDf9CRIBEDUNE: ' COMMENCING •T lliE NORIHVVEST CORNER OF 5"10 LDT A; lHENCE SOUTH 01"4S15"WEST, "LONG ll£WEST Ll<E Of 5"1DLOT A; •OlSTANCE OF 193.22 FEET TOTtE POINT OF BEGINNING: THENCe NORTH 8'r13'fi6" EAST, 3'8.91 fEETT01HEEASTLINE.OFSA1DLOT ANW 'IHETEIMNUS OFntS DacR1B€O LINE. t,191740~ Order: Non-Order Search Doc: KC:2013 20131001000418 Page 29 of 33 e 201310010004111.029 Created By: bloedel Printed: 4/3/2014 6:58:19 AM PST ... ~ ~ • J:XJIIIIITB (PIH Slliowioc tbe MM Tract At.eta Euemeat An1) I • : I I DLSSWEICIIIBll &f801itr 10 IIENEFII' NrrAL -·--....... Mr.til.~4Hl:lffl'P"LAT • 1------T_,...._ _ ___ ,.. SITTS&HILL ENGINEERS, INC. a\1L • 1l1RUC1UlltM. • ~ 461, c:DnUI l,t,COW., WA. 11409 PHONE: 2Sl 474-9«.8 10F1 1li37CI Order: Non-Order Search Doc: KC:2013 20131001000418 Page 30 of 33 • 20131001000418 030 Created By: bloedel Pnnted: 4/3/2014 6:58:19 AM PST ......... • EXHIBIT! (Lepl Da"lptloc of Ibo MM Tract~ Eaemect Ana) THE SOUTH 24.UC FEET OF LOT C. KING OOI.N1Y BOUNllARY LINE HlJUSINENT NUMBER S91Ul069, Rfl:ORDED UNDER RECORDING IUIBER 9104261602, ti KINJ <XllJl'ffY, WASHINGfON. :: 'i''-?<··, ····•. Order: Non-Order Search Doc: KC:2013 20131001000418 Page 31 of 33 • 201310010004.18.031 Created By: bloedel Printed: 4/3/2014 6:58:19 AM PST ST ATE or WASHIXOTO~} Count~· of Kine T!1,e, ~irKtor of Rt'Cord~ & LlrP1L-.in1. King Coum.,·. Suue• of "a~:Junrton 1mdt>xofficio Rl'<."urdt>r ofDN"1U ancl othPr ins1ru1nPntt1. do h"rel.,y ft'ni(,· 1hP fo~inr ro11.,· ha~ hl'f'n cvnipal'ecl wirh the,originRI in.,:1rum,e,m a.;: the ..amf' APl't'l'U on filE' and 0Cre,co1'tl in lhf' ofli<-l' nnd 1h1tt ihe same, i~ a lnte RDd perfect 1ransrrip1 of said oriJinal am! oflllf' whok> thel'(>Qf. ~~itn('fl S£Pn~l 3n20i3ial ~~! 1 hi~ ---day Order: Non-Order Search Doc: KC:2013 20131001000418 Page 32 of 33 • 20131001000418.032 Created By: bloedel Printed: 4/3/2014 6:58:19 AM PST .. t' "· • CONSENT AND SUBORDINATION OF • THE PRIVATE BANK AND TRUST COMPANY 20131001000418.033 THE PRIVATEBANK AND TRUST COMPANY, an Illinois state chartered bank ("Bank"), hereby consents to that certain Reciprocal Easement Agreement between MAILLET•MUIR ASSOCIATES, a Washington general partnership, TVC RENTON CO. WA, L.L.C., a Michigan limited liability company ("TVC'') and WASHINGTON CVS PHARMACY, L.L.C., a Washington limited liability company, dated September 13, 2013, and recorded in Instrument No. 20130913002675, King Cowity, Washington ("REA''), and subordinates that certain Construction Deed of Trust granted by TVC to Bank, dated September 13, 2013, and recorded in Instrument No. 20130913002677, King Cowity, Washington (''Deed of Trust") against the real property legally described in the Deed of Trust, to the REA. THEPRIVATEBANKANDTRUSTCOMPANY, ~"m;07:__'"" Nam; ~.--' .. ~ R,.,.,.~l,,/4._. Its: A,,.,Ol ,J._ · tvt_"ll')' STATEOFMICHIGAN ) )ss. COUNTY OF OAKLAND ) The foregoing instrumen was knowledged before m~,?.t#-,da,1:rseptembet;, 2013, =@.~&:-#..~~~~~~-:-:-::,:----:'. the tr#riife l!J(M.~111Q..brt!1¥of TRUST COMPANY, an Illinois state chartered bank; on'iiehalfofthe ~ Qifc/tl. _C9}lnty,MI Acting in cr:<.Ela.Jld'. County, MI My Commission Expires: I ( · 2.. I · 20 I <f- 831271 Order: Non-Order Search Doc: KC:2013 20131001000418 Page 33 of33 Created By: bloedel Printed: 4/3/2014 6:58:19 AM PST ' WJiEN RECORDED RETURN TO: BEN DORER TVC RENTON CO. WA, L.L.C. 5757 WEST MAPLE RD, SUITE 800 WEST BLOOMFIELD, MI 48322 I 11 IIIIIIIIIHIII 20130913002675 CHICAGO TITLE EAS 112 .N PAOINI OF '31 19/13/2113 11:18 KING COUNTY , UA '--·--·· EXCISE TAX NOT REQUIRED King c,oqnJy Rm~sJ}'islon 9yU'JtJJ/Ji~4, Deputy @ CHICAGO TITLE INSURANCE COMPANY 20130913002675.001 nocOMENT TITLE<sl 1 RECIPROCAL EASEMENT AGREEMENT 2 3 4 Order Number: 001340943-" ;,le,~ REFERENCE NUMBER(s) OF DOCUMENT ASSIGNED OR RELEASED: 0 Additional reference numbers on page __ of document GRANTOR ( s) : 1 MAILLET•MUIR ASSOCIATES 2 TVC RENTON CO. WA, L.L.C. 3 WASHINGTON CVS PHARMACY, L.L.C. c:::J Additional names on page ~~-of document GRANTEE ( B) ! 1 Ml',ILLET*MUIR ASSOCIATBS 2 TVC RENTON CO. WA, L.L.C. 3 WASHINGTON CVS PHARMACY, L.L.C. CJ Additional names on page __ of document ABBREVIATED LEGAL DESCRIPTION; Lot-Unit: A & c Block: Volume: Page: Section: 29 Township: 23N Range: OSE Portion: PTN SE 1/4 OF SW l/4 Plat Name: KING COUNTY BLA S91L0069 (#9104261602) llcla Complete legal description is on page~ of document ASSESSOR'S PROPERTY TAX PARCEL ACCOUNT NUMBER(s): 292305-9125-06 292305-9042-06 Additional Tax Accounts are on page-~ of document Note: This cover sheet Is prepared to conform to the requirements of Chapter 143, Laws of 1996. Nothing on this sheet alters the names. legal description or other Information In the attached document. The only purpose of this wver sheet Is to assist the auditor In Indexing the document In conformance with statute. The Recorder will rely on the Information rrovlded on this form. The staff wlll not read the document to verify the accuracy or completeness o the Indexing Information provided herein. COVERl/RDA~m:o • !RECIPROCAL EASEMENT AGREEMENlt THIS RECIPROCAL EASEMENT AGREEMENT (this "Agreement") is made as of the Jl day of ~k: , 2013 by and between Malllet*Muir Associates, a Washington general partners'p("Maillet*Muir"), TVC Renton Co. WA, LL.C., a Michigan limited liability company ("~"), and Washington CVS Pharmacy, L.L.C., a Washington limited liability company (''.l:;YS.") (Mailler'Muir, TVC and CVS are referred to herein collectively as the'~" and individually as a "~j. WITNESSETH: 20130913002675.002 WHEREAS, Maillet•Muir is the Owner (as hereinafter defined) of a tract of land consisting of approximately I. 76+/-acres located on SE 174th Street in the municipality of Renton, King County, State of Washington (the "MM Tract''), as legally described on Exhibit A attached hereto, and depicted and labeled as the "Seller's Adjacent Property'' on the plan attached here to as Exhibit B (the "Site Plan"), both exhibits being hereby incorporated by reference herein; and WHEREAS, TVC is the Owner of a certain tract ofland consisting of approximately 1.67 +/-acres located adjacent to the MM Tract in the same intersection, as shown and depicted as the "Retail Pharmacy Parcel" on the Site Plan shown on Exhibit B and legally descnl>ed on .a!l!.ilill !;; attached hereto and incorporated by reference herein (the "TVC Tract"); and WHEREAS, TVC is also the Owner of a certain tract ofland consisting of approximately 1.1 +/-acres located adjacent to the TVC Tract and MM Tract in the same intersection, as shown and depicted as the "Excess Parcel" on the Site Plan and legally descnlled on Exhibjt D attached hereto and incorporated by reference herein (the ''TVC Excess Parcel'1 (the MM Tract, the TVC Tract and the TVC Excess Parcel are referred to herein collectively as the "Tracts" and individually as a ''Tract"); and WHEREAS, TVC is planning to construct a building on the TVC Tract for the operation of a retail pharmacy with a drive through, and related uses (the 'TYC Building'1, together with adjacent paved paddng and driveway areas; WHEREAS, CVS is planning to lease the TVC Tract from TVC (the "CVS Lease''), whereby CVS shall be the tenant and TVC shall be the landlord, and CVS shall have the right to operate a retail pharmacy with a drive through on said property; and #S 1987405 v2 (Reciprocal Easement Agrccmcnt) • WHEREAS, the Parties desire that the TVC Tract, the TVC Excess Parcel and the MM Tract (hereinafter sometimes referred to collectively as the ''Development") be subject to certain easements, rights, and restrictions as hereinafter set forth. NOW, TIIEREFORE, for and in consideration of the premises, easements, restrictions and encumbrances contained herein, and Ten Dollars ($10.00) and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows: I. DEFINITIONS. A. Owner: "Owner'' shall mean the record owner from time to time (whether one or more persons) of title to any Tract, or portion thereof, but excluding those holding security interests for the performance of an obligation. Notwithstanding the foregoing, in the event an entire Tract is ground leased or otherwise leased for a term of at least twenty (20) years, the ground lessee or lessee shall be deemed the Owner in lieu of such record owner. Notwithstanding anything contained herein to the contrary: (i) CVS, as tenant wxler the CVS Lease, shall have the right but not the obligation to enfon:e the terms contained in this Agreement and (ii) this Agreement is not intended to and shall not be construed to alter any of the tenns of the CVS Lease. B. TVC Tract Access Easement Area: ''TVC Tract Access Easement Area" shall mean the areas of the TVC Tract shown as "Proposed Ingress/Egress Easement Over Retail Pharmacy Parcel To Benefit Seller's Adjacent Property" on the Site Plan shown on Exhibit B, and legally described on Exhjbjt E attached hereto and incorporated by reference herein. C. TVC Excess Parcel Access Easement Area: ''TVC Excess Parcel Access Easement Area" shall mean the areas of the TVC Excess Parcel shown as "Proposed Ingress/Egress Easement Over Excess Parcel To Benefit Seller's Adjacent Property'' on the plan attached hereto as Exhjbit F, and legally described on Exhibit G attached hereto and incorporated by reference herein. D. MM Tract Access Easement Area: "MM Tract Access Easement Area" shall mean the areas of the MM Tract shown as "Proposed Ingress/Egress Easement Over Seller's Adjacent Property To Benefit Retail Pharmacy Pan:el'' on the plan attached hereto as Exhibit H, and legally described on Exhibit I attached hereto and incorporated by reference herein. E. Access Facllitles: "Access Facilities" shall mean all roadways, access drives, driveways, entrances, walkways, landscaped areas, curbing, curb cuts, lighting, markings, directional signs, pavement and any other structures or improvements used for access and located #Sl98740S v2 2 20130913002675.003 ' • in the TVC Tract Access Easement Area, the TVC Excess Parcel Access Easement Area and the MM Tract Access Easement Area. F. Easement Areas: "Easement Areas" shall mean all areas of the Development on, over, under and across which easement rights have been granted pursuant to this Agreement, including the TVC Excess Parcel Access Easement Area and the MM Tract Access Easement Area. G. Easement Facilltles. "Easement Facilities" means the Access Facilities. H. Laws: "Laws" shall mean all Jaws, ordinances, requirements, orders, codes, directives, rules and regulations of the federal, state, county and municipal governments and of all other govenunental authorities affecting the Development or the appurtenances thereto or any part thereof whether the same are in force at the recording of this Agreement or in the future passed, enacted or directed. I. Tract: "Tract" shall mean any parcel of land within the Development, legally existing on this date, and as created from time lo time, together with the buildings and improvements located thereon, from time to time. 2. GRANT OF EASEMENTS. A. TVC Tract Access Easement: TVC, as the Owner of the TVC Tract, hereby grants lo Maillet•Muir, as the Owner of the MM Tract, a permanent and non-exclusive right and casement for pedestrian and vehicular (both commercial and non-commereial) passage in, on, over and across the TVC Tract Access Easement Arca, for the puipose of providing ingress to and egress from the MM Tract to SE Carr Road (the ''TVC Tract Access Easement''). The TVC Tract Access Easement shall be transferable with the MM Tract, and neither the TVC Tract Access Easement Arca nor its points of connection with SE Carr Road shall be modified without the prior written consent of the Owner of the MM Traci and the current holder(s) of any mortgage or deed of trust upon the MM Tract, which such consent may be withheld for any reason, and in any such case the modified location must continue lo provide adequate access to and from the MM Tract that is of substantially the same grade, width and visibility, and affords substantially the same convenience of access, as the former location. B. TVC Elscess Parcel Access Easement: TVC, as the Owner of the TVC Excess Parcel, hereby grants to Maillet*Muir, as the Owner of the MM Tract, a permanent and non- exclusive right and easement for pedestrian and vehicular (both commereial and non- commercial) passage in, on, over and across the TVC Excess Parcel Access Easement Arca, for the putpOSC of providing ingress to and egress from the MM Tract to the TVC Tract (the ''TVC Excess Parcel Access Easement"). The TVC Excess Parcel Access Easement shall be #51987405 v2 3 20130913002675.004 • transferable with the MM Tract, and neither the TVC Excess Parcel Access Easement Area nor its points of connection with TVC Tract shall be modified without the prior written consent of the Owner of the MM Tract and the current holder(s) of any mortgage or deed of trust upon tbe MM Tract, which such consent may be withheld for any reason, and in any such case the modified location must continue to provide adequate access to and from the MM Tract that is of substantially the same grade, width and visibility, and affords substantially the same convenience of access, as the former location. TVC, as the Owner of the TVC Excess Parcel, also hereby grants to the Owner of the TVC Tract, a permanent and non-exclusive right and easement for pedestrian and vehicular (both commercial and non-commercial) passage in, on, over and across the TVC Excess Parcel Access Easement for the purpose of providing ingress to and egress from the TVC Parcel to the MM Tract Access Easement (as hereinafter defined). The TVC Excess Parcel Access Easement shall be transferable with the TVC Tract, and neither the TVC Excess Parcel Access Easement Area nor its points of connection with TVC Tract and the MM Tract Access Easement (as hereinafter defined) shall be modified without the prior written consent of the Owner of the TVC Tract and the current holder(s) of any mortgage or deed of trust upon the TVC Tract, which such consent may be withheld for any reason, and in any such case the modified location must continue to provide adequate access to and from the TVC Tract that is of substantially the same grade, width and visibility, and affords substantially the same convenience of access, as the fonner location. C. MM Tract Access Easement: Maillet*Muir, as the Owner of the MM Tract, hereby grants to TVC, as the Owner of the TVC Tract and the TVC Excess Parcel, a permanent and non-exclusive right and easement for pedestrian and vehicular (both commercial and non- commercial) passage in, on, over and across the MM Tract Access Easement Area, for the purpose of providing ingress to and egress from the TVC Tract and the TVC Excess Parcel to I 06th Place (the "MM Tract Access Easement"). The MM Tract Access Easement shall be transferable with the TVC Tract and the 1VC Excess Parcel, and neither the MM Tract Access Easement Area nor its points of connection with 106th Place shall be modified without the prior written consent of the Owner of the TVC Tract and the TVC Excess Parcel and the current holder(s) of any mortgage or deed of trust upon the TVC Tract and the TVC Excess Paree~ which such consent may be withheld for any reason, and in any such case the modified location must continue to provide adequate access to and from the TVC Tract and the TVC Excess Parcel that is of substantially the same grade, width and visibility, and affords substantially the same convenience of access, as the former location. Notwithstanding the foregoing, however, the owner of the MM Tract shall have the right, at its sole cost and ex:pense, to relocate the MM Tract Access Easement Area and/or its points of connection with 10611, Place up to twenty-four (24) feet in a northerly direction without the prior written consent of the Owner of the TVC Tract or the TVC Excess Parcel, PROVIDED that such modified location: has been approved by the applicable municipal, state or county authorities, #5 I 98740S vZ 4 20130913002675.005 • continues to provide adequate access to and from the TVC Tract and the TVC Excess Parcel that is substantially of the same grade, width and visibility, and affords substantially the same convenience of access as the former location, and PROVIDED FURTHER that access to and from the TVC Tract and the TVC Excess Parcel is not impaired or impeded during the process of relocating the MM Tract Access Aiea and such relocation is memorialized and in recordable form in an access easement agreement or modification of the existing access agreement of record in form and substance reasonably satisfactory to the Owner of the TVC Tract and the TVC Excess Parcel and their respective title insurance company representatives. If the Owner of the MM Tract elects to move the MM Tract Access Easement Area pursuant to this provision, then that Owner shall provide to the Owner of the TVC Tract and the TVC Exceas Parcel written notice at least 30 days before relocating the MM Tract Access Area. For purposes of providing notice, the Owner of the MM Tract shall send notice to the TVC address set forth in this Agreement with respect to the TVC Tract and shall send notice to the TVC address set forth in this Agreement with respect to the TVC Excess Parcel, or if a new address is provided in writing by the Owner of the TVC Tract or the TVC Excess Parcel, then to such address. If no current address for the Owner of the TVC Tract or the TVC Excess Parcel has been provided to the Owner of the MM Tract, then the Owner of the MM Tract shall send notice to the then current Owner's address as reflected in the records of the King County Tax Assessor. D. Permitted Users. An Owner may grant the benefit of the easement(s) described in this Agreement to its tenants hereafter occupying any building or any portion thereof on its Tract, for the duration of such tenancy and to the agents, vendors, licensees, customers, employees and invitees of such Owner or tenant (collectively, the "Pennitted Users"). Notwithstanding the foregoing, nothing in this Section 2(0) shall release an Owner from its obligations and responsibilities contained herein. E. Damage or Destruction by Owner, Any Owner (or such owner's Permitted Users) who disturbs or damages another Owner's Tract, or any portion thereof, in the exercise of any rights or obligations hereunder, shall, in a prompt and workmanlike manner, repair and restore such damage or disturbance as nearly aa practicable to the condition that existed prior to such damage or disturbance. Any grading which materially alters the flow of surface water to, or materially alters the drainage of, another Owner's Tract or the TVC Tract Acceas Easement Area, the TVC Excess Parcel Access Easement Area or the MM Tract Access Easement Area shall likewise be repaired and restored as nearly as practicable to the condition that existed prior to such grading. 3. PARKING AREAS. Nothing in this Agreement shall be construed or deemed to convey any rights to an Owner that would permit parking on another Owner's Tract. All future development of any other Tract, or any portion thereof, shall include the on-site construction of parking sufficient to #51987405 v2 s 20130913002675.006 satisfy the demands of its intended use as well as Laws pertaining to parking areas and parking requirements. No casements or agreements related to parking areas shall be granted or entered into by the Owners to third parties, which may invoke the application of Laws requiring cross parking within the Development 4. USE RESTRICTION. The MM Tmct, or any land immediately adjacent to the TVC Tmct or the TVC &cess Parcel or at the same intersection as the TVC Tmct or the TVC Excess Parcel (whether accomplished directly by direct ownership or indirectly through the use of leases, cross-easement agreements or similar documents) to which Maillet*Muir ( or any of its officers, directors, individual members, or partners) holds or acquires title, shall not be leased or used for the putpose of a retail health center; health and beauty aids store, a vitamin store, a dollar store, a photo processing facility, a greeting card and gift store; a candy store; convenience store; printing and/or mailing services, a pharmacy mail order facility, a drug store, and/or a pharmacy prescription department or for the sale of the following; (a) alcoholic beverages for off-premises consumption; (b) greeting cards and/or party goods; (c) photo printing or processing, including, without limitation, one-hour or less photo processing; (d) health and beauty aids; (e) vitamins and health supplements; or (f) pharmaceutical products requiring the services of a registered pharmacist, including, a pharmacy mail order facility. As used herein, "Dollar Store" shall mean a "dollar store" or similar type store or any other variety store, general merobandise store, off-bmnd general merchandise store, discount variety store, "close-out'' store, or any similar operation such as, by way of example and not in limitation, stores such as "Fred's", "Big Lots", ''99 Cent Only", ''Dollar Store", "Dollar General", "Family Dolla!", "Maxway" or "Allied Stores". As used in this agreement: the term ''pharmacy prescription department'' shall include the dispensing of prescription drugs by physicians, dentists, other health care practitioners, or entities such as health maintenance organi7.ations; a "drug store" shall mean a store which sells prescription drugs which are required by law to be dispensed by a licensed pharmacist; a "dollar store" shall mean any so-called "dollar store" or similar type of store or any other variety store, general merchandise store, off-brand merchandise store, discount variety store, "close-out'' store, or any similar operation. The restrictive covenants set forth herein shall not, however, restrict Maillet*Muir from allowing the premises on any such land to be used for commercial office space for medical, dental or other health professionals and, if so used, shall not restrict Maillet*Muir from allowing such medical, dental or other health professionals from selling, prescnbing or dispensing vitamins, health aids, health supplements, pharmaceutical products, or medication as an ancillary part of the medical #S l 987405 v2 6 20130913002675.007 professional' s practice, PROVIDED that such selling, prescription or dispensing does not constitute the primary business of the provider. Notwithstanding the characterization of the restrictive covenants described herein as permanent, the covenants shall automatically expire and be of no further effect if, for any period of five (5) full consecutive calendar years, no business or enterprise such as is described above exists or is operating on the TVC Tract 5. PROHIBITED USES, Except as otherwise set forth herein, a Tract shall be used for those uses pennitted under the Laws provided, however, that no part of the Development shall be used or occupied for the operation of any of the following: a cinema, video store or bookstore selling, renting, or exht'biting primarily material ofa pornographic or adult nature; a firearms shooting range; or a gas slation. 6. MAINTENANCE AND TAXES. A. Maintenance (I) General Standards. Each Owner shall be responsible for Maintenance, at its own cost, of its respective Tract in accordance with Laws and otherwise in a good, clean and sanitary order, free fiom infestation from insects, rodents, vermin and other pests and otherwise in a condition comparable to other "first-class" commercial/retail properties located in Renton, Washington. For puipOSes of this Section 6(A)(i), "Maintenance" includes (but is not limited to) sweeping, washing and removal of trash, litter and refuse, removal of snow and ice from pavement, parking areas and walkways, painting and striping of parking areas, repair and replacement of paving as necessary, repair and replacement of utilities and drainage exclusively serving such Tract, maintenance of landscaped areas (including replacement and replanting), and maintenance and repair of lighting, fixtures, signage, directional signs, lines and markers. Paved areas shall be maintained in a level, smooth and evenly-covered condition with the type of surfacing material originally installed or such substitute as shall be comparable in quality, use, and durability. Garbage, trash, rubbish and other refuse, will be stored in covered containers or compactors and removed at regular intervals, not less than weekly, at such Owner's expense. (2) Easement Maintenance. Notwithstanding anything to the contrary herein, the Owner of the TVC Tract shall be responsible, at its sole cost and expense, for the operation, Maintenance and repair of the TVC Tract Access Easement Area in the condition described in subparagraph 6(A)(I) above; the Owner of the TVC Excess Parcel shall be responsible, at its sole cost and expense, for the operation, Maintenance and #51987405 v2 7 20130913002675.008 7. repair of the TVC Excess Parcel Access Easement Area in the condition descn"bed in subparagraph 6(A)(J) above; and the Owner of the MM Tract shall be responsible, at its sole cost and expense, for the operation, Maintenance and repair of the MM Tract Access Easement Area in the condition described in subparagraph 6(A)(l) above. For purposes of this section 6(A)(2), "Maintenance" shall mean, without limitation, the maintenance of the applicable Easement Facilities in a fully operational condition and in a condition comparable with other first class commcrciaVretail properties in the Renton, Washington area. With respect to maintenance of Access Facilities, the term "Maintenance" shall include, without limitation, sweeping, washing and removal of trash, litter and refuse, removal of snow and ice from pavement, painting and striping of any applicable areas, repair and replacement of paving as necessary, maintenance of any landscaped areas, and maintenance and repair of any lighting, fixtures, signagc, directional signs, lines and markers, with paving being maintained in a level, smooth and evenly-<:<>vered condition with the type of surfacing material originally installed or such substitute as shall be comparable in quality, use, and durability. CONSTRUCTION ACTMTIES. Construction activities performed on the Development, or any portions thereof: 8. (a) shall be performed in a good and workmanlike manner so as not to unreasonably disturb the operation of any business conducted upon any Tract, or interfere with the Owner or Permitted Users of any Owner, and once commenced, such work will be diligently pursued to completion; and (b) any grading which materially alters the flow of surface water or materially modifies the grading or drainage of any of the Easement Areas or an adjoining Tract (as currently constructed) shall be repaired and restored as nearly as practicable to its prior existing condition in a prompt and workmanlike manner; and (c) once constructed, the Easement Areas, Easement Facilities, and any portion(s) thereof shall not be materially obstructed during the nonnal business hours of any Owner except as may be reasonably necessary to perform maintenance, repair and replacement or as may be reasonably necessary to prevent the dedication of the Easement Areas or Easement Facilities to public use. INDEMNIFICATION/INSURANCE. A. Indemnification. Each Owner (the "Indernnjfying Owner'') shall indemnify and save hannless the other Ownel(s) (the "Indemnified Owner'') from and against any and all liabilities, damages, penalties or judgments, any and all actions, suits, proceedings, claims, #51987405 v2 8 20130913002675.009 • • demands, assessm1111ts, costs and expenses, including, without limitation, reasonable legal fees and expenses, incurred in enforcing this indemnity, arising from injury to person or property sustained by anyone in and about the Indemnified Owner's Tract resulting from any act or omission of the Indemnifying Owner or its Pennitted Users. The Indemnifying Owner shall, at its own cost and expense, defend any and all suits or actions, just or unjust, which may be brought against the Indemnified Owner or in which the Indemnified Owner may be implesded with others upon any such above-mentioned matter, claim or claims, except for those arising from the affirmative acts, omissions, bad faith or negligence of the Indemnified Owner or the affirmative acts, omissions, bad faith or negligence of the Indemnified Owner's Permitted Users. 9. B. Insurance. {I) Each Owner at its own expense shall be required to procure and maintain in full force and effect a policy or policies of commercial general liability insurance against any liability or claim for personal liability, wrongful death, property damage or liability for which such party is responsible under this Agreement or under the Laws, with financially responsible insurers authorized to transact business in the State of Washington with a commercially reasonable combined single limit of not less than $1,000,000.00 per occurrence (such amount to be increased over time so as to maintain comparable coverage amounts as dollar values erode with inflation or if reasonably required under then-prevailing industry standards for retail shopping centers). (2) Policies of insurance required under this paragraph shall name the other Owner(s) (and their mortgagees and/or lessors, if required) as additional named insureds. Each Owner shall provide the other Owner(s) with certificates of such insurance from time to time upon written request to evidence that such insurance is in force. Such insurance policies shall provide an obligation requiring the insurer to provide thirty (30) days written notice to the other Owner(s) and additional named insureds prior to cancellation or termination of the policy (10 days in the case of non-payment). (3) An Owner or its parent or affiliated entity having a net worth of One Hundred Million Dollars ($100,000,000) or more, or a market capitalization of One Billion Dollars ($1,000,000,000) or more, may self-insure the obligations under this Section 8. Should an Owner elect to self-insure, such Owner shall, upon written request by another Owner, provide current audited financial statements (including a balance sheet). EMINENT DOMAIN. A. Owner's Right to Award. In the event of the exercise of eminent domain or transfer in lieu thereof of a Tract or any portion thereof (whether or not such taking includes any #S1987405 v2 9 20130913002675.010 • Easement Areas, Easement Facilities, or any portion(s) thcreof)(the "Condemned Tract''), the award attributable to the Condemned Tract shall be payable only to the Owner thereof. No other Owner shall have an interest in any award or payment made in connection with the exercise of eminent domain or transfer in lieu thereof of the Condemned Tract, provided, however, that the other Owner(s) may file collateral claims with the condemning authority for their losses and may receive payment if awarded separately and apart from the award made to the Owner of the Condemned Tract, including any separate award for substantial impainnent to the benefits hereunder such as parking, signage, or access. B. Restoration of Access Easement Facilities, If the TVC Tract Access Easement Area, the TVC Excess Parcel Easement Area and/or the MM Tract Access Easement Arca, or any portions thereof, arc so condemned or transferred, the Owner of the applicable Tract shall promptly repair and restore the remaining portion of the affected Easement Area(s) as nearly as practicable to the condition which existed immediately prior to such condemnation or transfer to the extent that the entire proceeds of such award are sufficient to pay the cost of such restoration and repair and without contribution from the other Owners. Notwithstanding the foregoing, in the event that the proceeds of such an award arc insufficient to pay the cost of the restoration and repair of the affected Easement Area(s), the other Owners may, at its sole and absolute discretion, contribute any additional amounts necessary to restore and repair the Easement Facilities, as contemplated herein. 10. RIGHTS OF MORTGAGEES. No provision of this Agreement shall in any way defeat or render invalid the lien of any mortgage or other security instrument entered into in good faith and for valuable consideration, whether presently in existence or hereafter recorded against any part of the Development, but any such lien shall be subordinate and subject to the provisions of this Agreement but not to any liens created by this Agreement; provided, however, that if any portion of the Development is purchased in connection with a foreclosure of such mortgage or security instrument or is conveyed to the party so secured in lieu of foreclosure, any person so acquiring or purchasing and his successors and assigns shall hold any and all real property so purchased or acquired subject to the provisions of this Agreement. The Parties shall, upon written request, undertake best efforts to obtain, within ten ( I 0) business days, an agreement from the existing holders of such mortgage or other security instrument on their respective Tracts subordinating the terms thereof to the terms of this Agreement. 11. BINDING EFFECT. A. Covenants Run Wjth Land. This Agreement shall be perpetual in nature, shall run with the land and shall benefit and be binding upon the Owners, their heirs, administrators, representatives, successors and assigns. This Agreement shall be recorded with the King County #Sl98740S v2 10 20130913002675.011 • Recorder's Office. Any transferee of any Tract, or any part thereof; shall automatically be deemed, by acceptance of a deed, a leasehold interest satisfying the conditions set forth in Section !(A) above, or any ownership interest in and to a Tract, or portion thereof, to have assumed all obligations set forth herein, and to have agreed to comply with the provisions hereof. The transferor of any such Tract shall, upon the completion of the transfer, be relieved of all liability hereunder except that which arose during the transferor's period of ownership and which remains unsatisfied on the date transfer. B. No Dedication to Public: No Implied Easements. Nothing contained in this Agreement shall be deemed to be a gift or dedication of any portion of any Tract to the general public or for any public use or purpose whatsoever, it being the intention of the parties hereto that this Agreement be for the exclusive benefit of the Owners and the Permitted Users and that nothing herein, express or implied, shall confer upon any person, other than the Owners and their heirs, administrators, legal representatives, successors and assigns, any rights or remedies under or by reason of this Agreement. No easements, except those expressly set forth herein shall be implied by this Agreement. C. No Waiver. No delay or omission of an Owner in the exercise of any right accruing upon default by another Owner shall impair any such right or be construed to be a waiver thereof. A waiver on one occasion by an Owner of a breach or a default of any of the terms and conditions of this Agreement by another Owner shall not be construed to be a waiver of subsequent breaches or defaults or of any other provisions hereof. 12. REMEDIES AND ENFORCEMENT. A. All Legal and Equitable Remedies Available. In the event of a breach or threatened breach by an Owner of a Tract and/or its Permitted Users (collectively, jointly and severally, the "Defaulting Owner") of any of the terms, covenants, restrictions or conditions hereof, the other Owner(s) shall be entitled forthwith to full and adequate relief by injunction and/or all such other available legal and equitable remedies from the consequences of such breach from the Defaulting Owner. B. Self-Help. In addition to all other remedies available at law or in equity, upon the failure of a Defaulting Owner to cure a breach of this Agreement within thirty (30) days following written notice thereof by an Owner or its tenants (unless, with respect to any such breach the nature of which cannot reasonably be cured within such 30-day period, the Defaulting Owner commences such cure within such 30-day period and thereafter diligently pursues such cure to completion), any Owner or its tenants shall have the right to perform such obligations contained in this Agreement on behalf of such Defaulting Owner and be reimbursed by such Defaulting Owner upon demand for the reasonable costs thereof together with interest at the Prime Rate charged from time to time by Bank of America (its successors or assigns) as #S 198140S v2 II 20130913002675.012 published in the Wall Street Journal plus three percent (3%) per annum (not to exceed the maximum rate of interest allowed by law). Notwithstanding the foregoing, in the event of (i) an emergency (e.g. the failure to timely remove snow, ice, fallen trees, disabled vehicles or other obstroctions which impair the use of the Access Easement Area), (ii) material impairment of the easement rights, and/or (iii) the unauthorized parking of vehicles on a Tract, an Owner or its tenants may immediately cure the same, without notice, and be reimbursed by the Defaulting Owner upon demand for the reasonable cost thereof together with interest at the Prime Rate, plus three percent (3%), as above descnoed. In the event the Defaulting Owner fails to pay or reimburse another Owner for any sums due and owing under this Section 12 within thirty (30) days of demand from such Owner (the "Delinquent Payment'~, the amount of such Delinquent Payment shall automatically become a lien upon the Delinquent Owner's Tract, which such lien shall be enfon:ed (with interest at the rate set forth herein) in the same manner as a mortgage. Such lien shall automatically attach and take effect upon the recording of a claim of lien in the appropriate recording office in King County, Washington setting forth the name of the Defaulting Owner, the amount of the Delinquent Payment, the date of the non-payment, a description of the tract or portion thereof to which the lien shall attach, and a statement that the lien is claimed pursuant to the provisions of this Agreement C. Attorneys' Fees. In any legal or equitable proceeding to determine the rights of the Owners to enforce or restrain the breach of this Agreement, the losing party or parties, as determined by the court, hearing officer, other tribunal, or arbiter utilized for this purpose, shall pay the reasonable attorneys' fees, legal costs and expenses of the prevailing party or parties. D. Remedies Cumulative. The remedies specified herein shall be cumulative and in addition to all other remedies permitted at law or in equity. E. No Termination for Breach. Notwithstanding the foregoing to the contrary, no breach hereunder shall entitle any Owner to cancel, rescind, or otherwise terminate this Agreement. 13. ESTOPPEL CERTIFICATE. Each Owner, within fifteen (15) business days of written request from another Owner, shall execute, acknowledge and deliver an estoppel certificate, in a mutually acceplable form, certifying to such requesting Owner or any prospective purchaser, assignee, lessee or mortgagee designated by such requesting Owner, without charge, that: (a) this Agreement is in full force and effect, without modification (or if there have been modifications, identifying the modifications); (b) there are no existing defaults nor does any set of facts exist which with the passage of time or the giving of notice or both would constitute a default (or if so, specifying the nature and extent thereof); (c) there exist no disputes relative to amounts payable by or to such Owner or any unpaid expenses (or if so, setting forth the nature and amount of the dispute); and (d) such other #51987405 v2 20130913002675.013 information concerning the status of this Agreement or the perfonnance of the Owners of their respective obligations hereunder as may be reasonably requested. 14. DURATION. Unless otherwise canceled or terminated, all of the easements and rights granted in this Agreement, and the obligations herein (except as otherwise provided herein), shall continue in perpetuity; provided, however, that if any term or provision hereof would otherwise be unlawful and void or voidable for violation of the rule against perpetuities or any other common law or statutory rule pertaining to the duration of such easements and rights, then such term or provision shall be effective only until the date which is twenty-one (21) years after the death of the last surviving descendant, currently living, of the former Presidents of the United States alive on the date of this Agreement The restrictions set forth in Sections 4 and 5 shall continue in perpetuity; provided, however, that if such duration would violate any common law or statutory rule pertaining to the duration ofrestrictions, then such restrictions shall be limited to the shorter of (a) thirty (30) years, and (b) the longest period allowed by law. If the filing of any recorded extensions may prolong the duration of such restrictions, then such extensions shall be recorded at the appropriate time. IS. DOCUMENT MODIFICATION AND CANCELLATION. This Agreement (including exhibits) may be modified or canceled only by mutual agreement of all of the Owners as set forth in a written document and which shall be effective upon recording with the appropriate recording office. 16. FORCE MAJEURE. Any Owner shall be excused from performing any obligation or undertaking provided in this Agreement, except any obligation to pay any sums of money under the applicable provisions hereof, in the event that, and only for as long as, the performance of any such obligation is prevented, delayed, retarded or hindered by Act of God, fire, earthquake, flood, explosion, extraordinary action of the elements, war, invasion, insurrection, terrorism, riot, mob violence, sabotage, inability to procure or general shortage of labor, equipment, facilities, materials or supplies in the open market, failure of transportstion, strike, lockout, action of labor unions, condemnation, requisition, Laws, order of government or civil, military or naval authorities, or any other cause, whether similar or dissimilar to the foregoing, not within the reasonable control of such Owner, (the "Force Majeure Event''). Such Owner shall provide notice to the other Owner(s) within five (5) business days following the onset of the Force Majeure Event, specifying the cause which prevents such Owner's perfonnance and estimating the period of expected delay. #51987405 v2 13 20130913002675.014 17. MISCELLANEOUS. A. Severability. If any provision of this Agreement or the application thereof to any person or circumstances shall, to any extent, be held invalid, inoperative or unenforceable, the remainder of this Agreement, or the application of such provision, to any other person or circumstance shall not be affected thereby; the remainder of this Agreement shall be given effect as if such invalid or inoperative portion had not been included. B. Applicable Law. This Agreement shall be construed in accordance with the laws of the state of Washington. C. No Partnership or Joint Venture. Nothing in this Agreement shall be construed to make the Parties hereto partners or joint venturers or render any of said Parties liable for the debts or obligations of the others. D. Notices. AU notices, approvals, consents or requests given or made pursuant to this Agreement shall be made in writing and shall be deemed given upon receipt by personal delivery; or United States certified mail, return receipt requested, with postage prepaid; or one (I) day after deposit with a recognized overnight carrier, charges prepaid. Notices shall be addressed as follows until a new address for notices shall be designated by notice in the manner provided in this paragraph to all other Owners: IftoMM: with a copy to: #51987405 v2 Maillet*Muir Associates Attn: John W. Maillet 12819 SE 38th Street, #325 Bellevue, WA 98006 Phone: (206) 369-2082 Fax: (425) 641-5112 Joshua D. Sundt, Esq. Sound Legal Center PO Box 3737 Lacey, WA 98509 Phone: (360) 513-3338 Fax: (888) 817-2910 14 20130013002675.015 Ifto 1VC: With a copy to: If to CVS: with a copy to: 1VC Renton Co. WA, L.L.C. 5757 West Maple Road Suite 800 West Bloomfield, Michigan 48322 Attn.: Steven Silk Phone: (248) 539-7997 John D. Gaber, Esquire. Williams et. al, P.C. 380 North Old Woodward Avenue, Suite 300 Birmingham, Michigan 48009 Phone: (248) 642-0333 Fax: (248) 642-0856 And 1VC Renton Co. WA, L.L.C. 5757 West Maple Road, Suite 800 West Bloomfield, Michigan 48322 Attn.: Stephen J. Bock, Esquire Washington CVS Phannacy, L.L.C. c/o CVS Caremark Corporation One CVS Drive Woonsocket, RI 02895 Attn: Property Administration, Store No. I 0285 Hinckley, Allen & Snyder LLP SO Kennedy Plaza, Suite 1500 Providence, RI 02903 Attn: David I. Lough, Esquire. Phone: (401) 457-5198 Fax: (401) 277-9600 E. Interpretation. Wherever herein the singular number is used, the same shall include the plural, and the masculine gender shall include the feminine and neuter genders, and vice versa, as the context shall require. The section headings used herein are for reference and convenience only, and shall not enter into the interpretation hereof. This Agreement may be executed in several counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument #51987405 v2 IS 20130913002675.016 • F. Entire Agreement. This Agreement and the Exhibits attached hereto set forth the entire agreement between the Parties governing the Development. There are no statements, promises, representations or understandings, oral or written, not herein expressed. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] #5198740S v2 16 20130913002675.017 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first written above. STATE OF WASHINGTON COUNTY OF KING MAILLET*MUIR ASSOCIATES, a Washington general partnership @~~ '1M: N .o~let ) ) ) ©syef}~Jt. ~ Name: Donald M. Muir Title: Managing Partner ss. 20130913002675.01 B I certify that I know or have satisfactory evidence that JOHN W. MAILLET is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated he was authorized to execute the instrument and acknowledged it as a managing partner of MAILLET*MUIR ASSOCIATES, a Washington general partnership, to be the free and voluntary act of such party for the uses and purposes mentioned in this instrument N'olaty Public Sme of Washington CHRISTIANE S PIEPER My Appolntm1nt Expires Mar 2. 20lS #51987~5 (Signature Page) I • 20130913002675.019 STATE OF w~s TON ) ) -ss. COUNTYO _ . MJ)~ I certify that I know or have satisfactory evidence that DONALD M. MUIR is the person who appeated before me, and said person acknowledged that he signed this instrument, on oath stated he was authorized to execute the instrument and acknowledged it as a managing partner of MAILLET•MU!R ASSOCIATES, a Washington general partnership, to be the free and voluntary act of such party for the uses and purposes mentioned in this instrument. Notary Public C Stare or Washington My Appo;~:!~~E: PIEPER ,p es Mar 2, 2015 ----- #5198740S v2 Public in and Residing at ..!:,,!11'."-AU.~~ My appointment expires: .Jl.l,o!:..ll""1.d.1.1'"1:...L - 18 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first written above. STATE OF MICHIGAN ) COUNTY OF OAKLAND ) 20130913002675.020 l certify that I know or have satisfactory evidence that Steven Silk is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated he was authorized to execute the instrument and acknowledged it as the Manager ofTVC Renton Co. WA, L.L.C., a Michigan limited liability company, to be the free and voluntary act of such party for the uses and purposes mentioned in this instrument. Given under my hand and official seal this the :::3::::;;i;i._ day of fbl.' Us /-, 2013. ~P~ Notary Public / My commission expires: ()1/J.:Jfalp/K #S 1987405 (Signature Page) IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first written above. STATE OF COUNTYO~F,--_.....,__ __ mpany By: Name: Title: __ .JAllnliillllNUlalll~Se.lcc:l•1ee1111~ry1----- CVS LEGAL APPROVAL: Hinckley, Allen & Snyder LLP David I. Lough, Esq. 20130913002675.021 In on this __ day of , 2013, before me personally appeared (Person], Title] of Washington CVS Pharmacy, L.L.C., a Washington h ited liabil~ company, who proved to me through satisfactory evidence of identification, w · h was LJ photographic identification with signature issued by a federal or state governmental ag cy, or O personal knowledge of the undersigned, to be the party executing the foregoing instrum t and he/she acknowledged said instrument, by him/her executed to be his/her free act and deed, · her free act and deed in said capacity and the free act and deed of Washington CVS Pharmacy, .C. #SI 98740S (Signature Page) Notary Public Printed Name: __ _,.._ ____ _ My Commission Expire-·,__ ___ _ [Affix Notary Seal] .e ' Califomla All-Purpose Acknowledgment :. S.S. State of California County of t)uu~ 0n.J,r.4q !M/8 before me...,,,,T:.W:I Z....,e!("'l-"~,:..,_J+-/ ~i.t~_g,a<,LL,='€¥'::":'1.;; '-::-:, ... ~ ...... ---~-'-C:c.."'----' persona11y appearet1___,.,6,.....,.th.=~··Jt;,...,....u_· ...,Lc..1.c-4-8."""7/p""~~?._,_f _______ _ !,",:.·~c·.5'·1-•1.· 1\ ,·:i"7t Cf ili:="t~ ;!! 201309130<rai75.022, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/lhey executed the same in his/her/their authorized capacity[ies), and that by hislherllheir signature(s) on the Instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct ,-~~ ----.-.,=~---r WITNESS my hand and official seal. ~r...-.:Je<~..,-~xr OFTIONAL INFORMATION----------- ,1,.'t/1C,t•~/1 i.'i!I :'1/V,P'.ci!,bn f,1 C,1/S !;:lfc·~ .;!' r;-;! !S-:{:..;l--e1 ;:_J ."3'• !. !t C:'.it:.~ .,:-~1,e;;r f1a::·::!if,,1i (o:J:l::)'/!ti :,,,;r:· 't!16.:•~.":':Er':~ :::! this Qc'U10:·.il~rne,1r :o ei? una!.Tii~riz~C: t:bcume,?! t.,1a' mEI:; r.:·:01/S' :.,.safu! to p9:""S-;·,s r.siy!!lfl on !!;e a,\s~,sd <kr:omr,ni. Description of Attached Document The preceding Celtilicale of Ad<nclwledgmenl i& attached to a document titJedlfor the purpo,;e of _______ _ conlalning __ pages, and datacl -------~ The signer(s) capacity or authorily is/are as: 0 lndMdual(s) o-..,.- 0 CorpcnlatOfficef(s) ----------- 0~ 0---0 TNSlllo(s) :'ii.e;.s} D Ohr.--------------- representing: --------------'Ja:;it.;EJ ~ ?e.nNt,[;J Er:',lti'!i~!; Si;1:,(-· (~ ?,.~~~f:r.!.:s Method of Signer ld&ltif.c.atiolt .. PrlMld ID me CII .. ta:111 d 5 C .-D bm(s) d illa IT I .o---i __ ,._ln...,)unol<n: Page._-·----Olis a---o Slpolto)-> D EXHIBITA (Legal Description of the MM Tract) Lot C, King County Boundary Line Adjustment Number S91L0069, Recorded Under Recording Number 9014261602, in King County, Washington. #5!987405 20130913002675.023 • - EXHIBITB (Site Plan) • NORTH SCALE t" -100· f • ! T.fil'./M. tifl!.Rfl«D6018itl1 .... '(f',l,PI.N, :ll»JIBIIIStl?~li LO'!" A, IBOUMOAR!f LINE ADJU3TMEIM'f!' f910'ltl"1dl0~ -2:4• AET"iL PHIJIUACY PMta seCARRROAD ! ':::::::,,"--I -------• I n,,-...----------.---·-~-----------,.--~--1 INOPS89/EORBB8 EASEMENr SITTS & HILL TO&all:Rreeu.enl ENGINEERS, INC. AO IACENT MU Silt CML • S1RUCl\JRAL • SURV(YtNC -~-.. ~•-••-~-•·:r 41115 COl1ER S1REET TACOMA, WA. 9&409 ·-~•-r~, -• ~ PHONE:a (253) ~7~-9~49 10F1 .__.,,., ... 15376 #51987405 20130913002675.024 • • EXHIBITC (Legal Description of the TVC Tract) THAT PORTION OF LOT A, KING COUNTY BOUNDARY LlNE ADJUSTMENT NUMBER S91L0069, RECORDED UNDER RECORDING NUMBER 9104261602, IN KING COUN1Y, WASHINGTON, LYING SOUTI:! OF THE FOLLOWING DESCRIBED LlNE: COMMENCING AT THE NORTIIWEST CORNER OF SAID LOT A; TIIENCE S0UTHOl 0 45'l5" WEST, ALONG THE WESTLINE OF SAID LOT A, A DISTANCE OF 193.22 FEET TO THE POINT OF BEGINNING; THENCE NORTH 87°13'56" EAST, 346.91 FEET TO THE EAST LINE OF SAID LOT A AND THE TERMINUS OF THIS DESCRIBED LINE. #51987405 20130913002675.025 • EXIDBITD (Legal Description of the TVC Excess Parcel) THAT PORTION OF LOT A, KING COUN1Y BOUNDARY LINE ADJUSTMENT NUMBER S91L0069, RECORDED UNDER RECORDING NUMBER 9104261602, IN KING COUN1Y, WASHINGTON, LYING NORTH OF THE FOLLOWING DESCRIBED LINE: COMMENCING AT THE NORTHWEST CORNER OF SAID LOT A; TIIENCE SOUTH 01°45'15" WEST, ALONG THE WEST LINE OF SAID LOT A, A DISTANCE OF 193 .22 FEET TO THE POINT OF BEGINNING; THENCE NORTH 87°13 '56" EAST, 346.91 FEET TO THE EAST LINE OF SAID LOT A AND THE TERMINUS OF IBIS DESCRIBED LINE. #5198740S 20130913002675.026 EXHIBITE (Legal Description ortbe TVC Tract Access Easement Area) THE WEST 24.00 FEET OF LOT A, KING COUNTY BOUNDARY LINE ADJUSTMENT NUMBER S91LD069, RECORDED UND€R RECORDING NUMBER 9104261602, IN KING COUNTY, WASHINGTON, LYING SOUTH OF THE FOU.OW!NG DESCRIBED LINE: COMMENCING AT THE NORTHWEST OORNER OF SAID LOT A; THENCE SOUTH 01'45'15" WEST, ALONG THE WEST LINE OF SAID LOT A, A DISTANCE OF 193.22 FEET TO THE POlNT OF BEGINNING; THENCE NORTH 87'13'56" EAST, 346.91 FEET TO THE EAST LINE OF SAID LOT A AND THE TERMINUS OF THIS DESCRIBED LINE. #51987405 20130913002675.027 , !"" EXHIBITF (Plan Showing the TVC Eness Parcel Access Easement Area) ~w COalCER LOT A • NORTH SC.a.I£ 1• • 100' "I' .P.14, IIIPllftUif/186 LOV A. 1101/lVDARY LI/lie AO./Utlf'Bl!IIT IPffUffU0.11 i ...... } ------SE CARR ROAD I --=--=-- ------ I m" nes~fEQA~--s-a -; -E<-'18-~-~-------.. -==~~------.---~· SITTS & HILL TOEle!ERrlEl..l..l!ff'II ENGINEERS, INC. 1 OF 1 AD IACENT PROPERIY CIVIL • STRUCTURAL • SURVCYINC ~ '113.&ER JIEl'AL PHAfNACY atOR1' ~ ·~ ~815 COll'ER SfflC.T TACOMA, WA. 98.09 .----... PHONE': 253 41,74-9449 15376 NSl98140S 20130913002675.028 . .. -• EXHIBITG (Legal Description of the TVC Excess Parcel Access Easement Area) THE WEST 26.00 FEET OF THE SOUTH 28.00 FEET OF THE FOLLOWING DESCRIBED PROPERTY: THAT PORTION OF LOT A. KING COUNTY BOUNDARY LINE ADJUSTMENT NUMBER S91L0069, RECORDED UNDER RECORDING NUl'v'BER 9104261602, IN KING COUNTY, WASHINGTON, LYING NORTH Of THE FOLLOWING DESCRIBED LINE: COMMENCING AT THE NORTHWEST CORNER OF SAID LOT A:. THENCE SOUTH 01 '45'15" WEST. ALONG THE WEST LINE OF SAID LOT A, A DISTANCE OF 193.22 FEET TO THE POINT OF BEGINNING; THENCE NORTH 87'13'56' EAST, 346.91 FEET TO THE EAST LINE OF SAID LOT A AND THE TERMINUS OF THIS DESCRIBED LINE. #51987405 20130913002675.029 ... , ... • EXlllBITH (Plan Showing tbe MM Tract Access Easement Area) • NORTH SCAL~ 1" -100' ---------=--:-:--:==;:-~:::------ SE Z74ri-( S7REtir _ - EXCESS P AttCEL V.P.IM.- 1/l01/l:J1(!Jl$fil11fli T.G'J.IM. JR@:11a@••1s111 RCTAR. PHARMACY PAACEL f • t i I l l ....,,, ... ---------..... ...,._. .. ,-------,------.--m INQRESS/EQR888 EABBENT SITTS & HILL TO BENl:Flr IETAL ENGINEERS, INC. PtfARMAC'( PAFICEl.. CML • S1Rl/Cl\JRAL • SURI/C'IING -•-~u ~•~•---•~ 4815 CENTER SlREEr TACOMA, WA. 98409 •~~•-r~, ~• r_, PHONE: (253 474-944-9 10F1 " 15376 #S1981405 20130913002675.030 ... , ..... • • EXHIBIT I (Legal Description of the MM Tract Access Easement Area) THE SOUTH 24.00 FEET OF LOT C. KING COUNTY BOUNDARY LINE ADJUSTMENT NUMBER S91L0069, RECORDED UNDER RECORDING NUMBER 9104261602. IN KING COUNTY, WASHINGTON. #51987405 20130913002675.031 RETURN ADDRESS: Puget Sound Energy, Inc. Attn: ROW Oepartment (AEM) PO Box 970341 EST-06W Bellevue, WA 98009-9734 20131122001084.001 -~11111111111111 20131122001084 PUGET SOUND EN EAS 7S. N PAGE-118 l OF -11/22/21113 11 :58 k ING COUNTY I UA EXCISE TAX NOT REQUIRED + PUGET SOUND ENERGY Byt~ Deputy ~ f!:JJ!JJ/1; EASEMENT REFERENCE#: ORIGINAL GRANTOR (Owner): TVC Renton Co. WA, L.LC. GRANTEE (PSE): PUGET SOUND ENERGY, INC. SHORT LEGAL: Portion of SW Qual1er, Sec. 29, Twp. 23 N., Rng 05 E. W.M. ASSESSOR'S PROPERTY TAX PARCEL: 292305-9125 For and In consideration of good and valuable considerallon, the receipt and sufficiency of whlCll ara heraby a~dged, TVC Renton Co. WA, LLC. iOwner herein), hereby grants and conveys to PUGET SOUND ENERGY, INC., a Washington corporation ("PSE" herein), for the purposes described below, a nooexelusive perpetual easement over, under, along across and through the following described real property (the "Property" herem) In King County, Washington: See EXHIBIT "A" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF. Except as may be otherwise sat forth herein PSE's rights shall be exercised upon that portion of the Property ("Easement Area" herein) described as follows: An Easement Area Ten (10) feet In width having Five (5) feet of such width on each -of a centerline described as follows: THE CENTERLINE OF GRANTEE'S FAC1LIT1ES AS NOW CONSTRUCTED, TO BE CONSTRUCTED, EXTENDED OR RELOCATED, LYING WITHIN THE ABOVE DESCRIBED REAL PROPERTY. (This document may be superseded at a later date by a document containing a specific legal description of the easemenl area based on a .survey provided by the Grantor al no cost to the Grantee.) 1. Purpose. PSE shall have ~ right to use the Easement Area to construct, operate, malntaln, repair, replace, improve, remove, upgrade and extend one or more utility systems for purposes of transmission, dlstrlbuti<ln and sale of gas. Such systems may include, but are not limited to: Gas Easemen1 2013 WOii 1090819621 RW-086674 I Bil Dow Page1 of4 Order: Non-Order Search Doc: KC:2013 20131122001084 Page 1 of 4 Created By: bloedel Printed: 4/3/2014 6:58:21 AM PST • Underground facilities. Pipes, pipelines, mains, laterals, conduits, "'9Ulators, gauges and rectifiers for gas: fiber optic cable and other llnes, cables end facilities for communications; semj... buried or ground-mounted facilities and pads, manholes. meters, fixtures, attachments and any and al other faQ1ilies or appurtenances necessary or convenient to any or al of the foregoing. 20131122001084.002 Following the inillal construction of all or a portioo of its systems, PSE may, from time to time, construct such additional facililies as it may require for such systems. PSE sheff have the right of access to the Easement Area over and across the Property to enable PSE to exercise Its rights granted in this easement. 2. Easamant Area Clearing and Maintenance. PSE shaU have the right. but not the obligation to cut, remove and dispose of any and all brush, trees or other vegetatioo In the Easement Area. PSE shall also have the right but not the obligation, to control, oo a continuing basis and by any prudem and reasonable means, the establishment and growth of brush, trees or other vegetation in the Easemem Area. 3. Tre81 Outsldo Eaument ~a. PSE shall have the right to cut, trim remove and dispose of any trees located on the Property outside lhe Easemen1 Atea that could, in PSE's sole judgment, interfere with or create a hazard to PSE's systems. PSE shall, except In the event of an emergency, prior to the exercise of such right, Identify such trees and make a reasonable effort to give Owner prior noUC8 that such trees will be cut, trimmed, removed or disposed. Owner shall be entitled to compensa~on for the actual mar1<et value of merchantable Umber(~ any) C\Jt and removed from the Property by PSE. 4. Resto01tlon. Following initial installation, repair or extension of its facilities, PSE &hall, to the extent reasonably practicable, restore landscaping and surfaces and portions of the Property afleeled by PSE's wor1< to the condition existing immediately prior to such work, unless said work was done at the request of Owner, in which case Owner shall be responsible for such restoration. All restoration which Is the responsibility of PSE shall be pe,lormed as soon as reasonably possible after the completion of PSE's wor1< and shaU be cooldinated wilh Owner so a& to cause the minimum amount of disruption to Owner's use of the Property. 5. Owner's Use of Easement Area. Owner reserves the right to use lhe Easement Area for any purpose not inconsistent with the rights herein granted, provided, however, Owner shall not excavate within or otherwise change the grade of the Easemen1 Area or construct or maintain any buildings or structures on the Easement Area and Owner shall do no blasting within 300 feet of PSE's lacllllles without PS E's prio< wrillet1 consem. 6. Indemnity. PSE agrees to Indemnify Owner from and against 6abiity Incurred by Owner as a resuh of the negligence of PSE or its contraelors in the exercise of the rights horein granted to PSE, but nothing -n shall require PSE to Indemnify Owner for that portion of any such liability attributable to the negligence of Ownor or the negligence of others. 7. Tennlnatlon. The nghts herein granted shall continue until such time as PSE tennlnatos such right by written instNmonL II tem,inated, any improvements remaining in the Easement Area shaD become the property of Owner. No termination shall be deemed lo have occurred by PSE's failure to inSlall Its systems on the Easement Area. 8. Succeaaors and Assigns. PSE shall have the right to assign, apportloo or other.o.ise transfer any or au of its rights, benefits, privileges and Interests ar1sing In and under this easement. Without limiting the generality of the foregoing, the rights and obligations of the parties shall be binding upon their respedive succesSOIS and assigns. Gas Easement 2013 WO# 1090619621 RW-01166741 BUI Dow Page 2 of 4 Order: Non-Order Seardl Doc: KC:2013 20131122001084 Page 2 014 Created By: bloedel Printed: 4/3/2014 6:58:21 AM PST DATED this 1311' day or~t¥'--.J-"l;f4"'--""6t""~'------'' 2ojJ_. OWNER lts: __ _,l,J)"""-'ll"-~"'-/\~(1.,,,1:;)!.=------~ J.11 I.If I bl\~ STATE OF 'Ml/flljW'i(J/Jl I ) ss COUNTY OF OA!l!./M> ) 20131122001084.003 . ; ~ltllbntl On this /,3t/. day of Nov'c.. vn G Y(2., 20 __ , before me, the undersigned, a Notary PubUc In and for th~te of 'ef~f~illfW,, duly commissioned and swom, per.ionally appeared ~~ S1UL , to me known lo be the person(s)..tlo signed as Mll·Nh 1,"f.. , of lVC Renton Co. WA, LLC., ~'11/J'IJII the limited liability company lhat executed the wilhin and foregoing lnslrumenl, and acknowledged said Instrument lo be free and volunlary act and deed and the free and volunlary act and deed of said llmlled liability company for the uses and purposes therein mentioned: and on oalh stated that was authorized to execute the said instrument on behaW of said lml!ed llabilfty company. IN WITNESS WHEREOF I haveherOIJ~nd z:drt:G ~Hen. (Signature of Notary) j n Gas Easement 2013 WO# 1090819621 RW-086674/Bin Dow P-3of4 Order: Non-Order Search Doc: KC:2013 20131122001084 /;#I:,, U flt,//lk. c'>ucf/e1flt.> t<-.. (Print or stamp name of Nolary) NOTARY PUBLIC in and for the Stale of Washington, residing at----------~------- My Appointment Expires: ---1a();J...1./CJ,0t.+.(iJ;i././:.....,;,,.,11a,,.,:..;::3,,_ __ Page 3 of 4 Created By: bloedet Printed: 4/3/2014 6:58:21 AM PST • ExHIBIT"A" THAT PORTION OF THE SouTHEAST QUARTER OF THE $o1JT1,MEST QUARTER OF SECTION 29, TOWNSHIP 23 NoRTH, RANG!: 5 EAsT, W.M., IN K5NG COUNTY, WASHINOTONi BENO MORE PARTICUl.ARl. Y OE$CRIBED AS FOLLOWS: BEGINNING AT THE Soun< QUARTER CORN!R OF SAID SECTION; THENCE Soun< 86" 48' 01 • WEST ALONG THE SOUTI< LINE OF SAID SECTION, 368.01 FEET; THENCE NoRTH 03" 11• 59" WEST 50.00 FEETTO l1iE NoRTHERLY MARG .. OF SAID SoUTHEAET 178TH STREET, THE TRUE POINT OF BEGINNING ANO A POINTON A NOfHANGENTCURVE FROM_.,. THE CENTER BEARS NORT11 03° 11" 59" WEST 308.17 FEET DISTANT; THENCE WesTERL Y ALONG SAID NOfln<ERt. Y MAROU< ALONG A CURVE TO THE RtGHT HAVING A CENTRALANGl.E OF 09'9 321 14• AHO AN ARC L!NOTH OF 51.30 FEET; TH ENCE NoRTH 01 • 43 18" EAsT 199.25 FEET; TH ENCE ALONG A CURVE TO THE LEFT HAVING A Rmus OF 25.DO FEET, A CENTRAL ANG1.E OF 24• 59' 11" AND Ml ARC l.9Gltt Of 10.90 FEET; THENCE NORTH 01"43' 16" EA$T 204.04 FEETll()R£ Ofl I.ES& TO THE SOUTI<ERLY MARGIN OF SoUTI<EAET 174TH STREET, AS CONVEYED TO KING COUNTY BY INSTRUMEHT RECOIIDEO UNO!R uco .... o No. 1598785; THENCE SOUTI< 79• 51· 09" EAST 303.40 FEET MORE OR LESS TOffl! W!ST!Rt."f MARGIN OF S. R. 515, AS CONVEYED TO THE 8TAT£0FWASH1N0TOH BY SNSTRUMENT RECORDED UNDER RECORDINQ NO, 741031-0279 ANDA POINTON A NON--TANG!NT CURVE FROM WHICH THE CENTER BEARS SoUTH es· 04' 12· WEST 755.00 FEET DISTANTj THEHCI! AL.ONGA CURVE TO THE RIGHTHA~GA.CEHTRAL ANGLEOF20·o2•4r AND AN ARCleNGTHOf 264.15 FEET; THENCE SOUTH 01" 42' 52" WEST ALONG SAID MARGIN 69.40 FEET; THENCE SoUTH 42" 21' 02" WEST 21.liO Feet TO THE NORTHERLY MARGIN OF SoUTHEAST 176TH STREl!T AS CONVEYED TO KING COUNTY BY INSTRUMEIIT RECORDEO UHIIEA RECORDING No. 5284856, THENCE SOUTH 86"48' 01"WEST 308.01 FEETTO THE TRUE POINTOF BEGINNING. Also KHOWN AS LOT A, K .. G CoUNTY BoUNDARY LINE ADJUSTMENT NUMBER 591l0069, RECORDED UHOER RECORDING NUMBER 9104261602, IN KING CoUNTV, WASHINGTON, SITUATI! IN THE COUNTY OF KING, STA TE OF WASHINGTON. Gas Easemei,t 2013 WO# 109081962 / RW-086674 / Bill Dow Page4of4 20131122001084.004 Order: Non-Order Search Doc: KC:2013 20131122001084 Page4 of4 Created By: bloedel Printed: 4/3/2014 6:58:21 AM PST e (r.i) CHICAGO TITLE 1Ns:f.1 .• REF# [34 09Y} ·6 WHEN RECORDED RETURN TO: e • THOMAS W. Ml>JXlNNP., JR., ESQ. HINCKLEY, ALLEN & SNYDER LLP 50 KENNEDY PLAZA, SUITE 1500 PROVIDENCE, Rl 20903 IIIMIIIMIIIIIIII 20131223001414 CHICAGO TITLE EAS 99.etl l'QGE-ett OF 928 lZ/23/2013 15:I~ K [NG COUNTY , WA ® CHICAGO TITLE INSURANCE COMPANY DOCUMENT TITLE(s) l RECIPROCAL E1'SEMENT AGREEMENT 2 3 4 OrderNumber: 001340943 REFERENCE NUMBER(s) OF DOCUMENT ASSIGNED OR RELEASED: c:J Additional reference numbers on page_ of document GRANTOR{e): l TVC RENTON CO. WP., L.L.C. 2 WASHINGTON CVS Plll\RM/\CY, L.L.C, 3 CJ Additional names on page ~~-of document GRANTEE{e): l MCDONALD'S USA, LLC 2 3 c:J Additional names on page~~ ABBREVIATED LEGAL DESCRIPTION; Lot-Unit: " Block: Volume: of document Page: 20131223001414.001 Section: 29 Township: 23N Range: 05E Portion: PTN SE l/4 OF SW 1/4 PlatName: KING COUNTY BLA S9lL0069 (#9104261602) CJ Complete legal description is on page~ of document ASSESSOR'S PROPERTY TAX PARCEL ACCOUNT NUMBER{e): 292305-9125-06 Additional Tax Accounts are on page~~ of document Note: This cover sheet Is prepared to conform to the requirements of Chapter 143, Laws of 1996. Nothing on this sheet altera the names, legal description or other Information In the attached document. The only purpose of this cover sheet Is to assist the aud ~or In Indexing the document In conformance with statute. The ReCOlder will rely on the Information provkled on this form. The staff wil not read the document to verify lhe accuracy or completeness of the indexing Information provided herein. covmu,.,,.,..,,,. Order: Non-Order Search Doc: KC:2013 20131223001414 Page 1 of 28 Created By: bloedel Printed: 4/3/2014 6:58:31 AM PST 20131223001414.002 RECIPROCAL EASEMENT AGREEMENT 3llt THIS RECIPROCAL EASEMENT AGREEMENT (this "Agreement") is made as of the _l_ day of l}::jft3k'l. , 2013 by and between TVC Renton Co. WA, L.L.C., a Michigan limited liability company ("TVC"), Washington CVS Pharmacy, L.L.C., a Washington limited liability company ("~") and McDonald's USA, LLC, a Delaware limited liability company ("MCD") (TVC CVS and MCD are referred to herein collectively as the "~" and individually as a "Party"). WITNESSETH: WHEREAS, TVC is the Owner (as hereinafter defined) of a tract of land consisting of approximately 1.1 +/-acres located on SE 174th Street in the municipality of Renton, King County, State of Washington (the "Excess Tract"), as legally described on Exhibit A attached hereto, and depicted and labeled as the "Excess Parcel" on the plan attached here to as Exhibit B (the "Site Plan"), both exhibits being hereby incorporated by reference herein; and WHEREAS, TVC is also the Owner of a certain tract of land consisting of approximately 1.67+/-acres located adjacent to the Excess Tract in the same intersection, as shown and depicted as the "Retail Pharmacy Parcel" on the Site Plan and legally described on Exhibit C altached hereto and incorporated by reference herein (the "CVS Tract") (the Excess Tract and the CVS Tract are referred to herein collectively as the "Tracts" and individually as a "Im£!"); and WHEREAS, TVC is planning to construct a building on the CVS Tract for the operation of a retail pharmacy with a drive-thru facility, and related uses (the "CVS Building''), together with adjacent paved parking, driveway areas and utility facilities; and WHEREAS, CVS is planning to lease the CVS Tract from TVC (the "CVS Lease''), pursuant to which CVS will be the named tenant and TVC is the landlord, and CVS shall have the right, among other things, to operate a retail pharmacy with a drive-thru on the CVS Tract; and WHEREAS, MCD is planning to lease the Excess Tract from TVC (the "MCD Lease"), pursuant to which MCD will be the named tenant and TVC is the landlord, and MCD shall have the right, among other things, to operate a restaurant with a drive-thru on the Excess Tract; and WHEREAS, the Parties desire that the CVS Tract and the Excess Tract (hereinafter sometimes referred to collectively as the "Development") be subject to certain easements, rights, and restrictions as hereinafter set forth. NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows: #52164090 vi Order: Non-Order Search Doc: KC:2013 20131223001414 Page 2 of 28 Created By: bloedel Printed: 4/3/2014 6:58:31 AM PST 20131223001414.003 1. DEFINITIONS. A. ~: "Owner" shall mean the record owner from time to time (whether one or more persons) of title to any Tract, or portion thereof, but excluding those holding security interests for the perfonnance of an obligation. Notwithstanding the foregoing, in the event an entire Tract is ground leased or leased for a tenn of at least twenty (20) years, the ground lessee or lessee shall be deemed the Owner in lieu of such record owner. Notwithstanding anything contained herein to the contrary: (i) CVS and MCD, as tenants under the CVS Lease and MCD Lease respectively, shall have the right to enforce the tenns contained in this Agreement and (ii) this Agreement is not intended to and shall not be construed to alter any of the terms of the CVS Lease or the MCD Lease. B. Excess Tract Access Easement Area: "Excess Tract Access Easement Area" shall mean the areas of the Excess Tract shown as "Proposed Ingress/Egress Easement Over Excess Parcel To Benefit Retail Pharmacy Parcel" on the Site Plan, and legally described on Exhibit D attached hereto and incorporated by reference herein. C. CVS Access Easement Area: "CVS Access Easement Area" shall mean the areas of the CVS Tract shown as "Proposed Ingress/Egress Easement Over Retail Pharmacy Parcel to Benefit Excess Parcel" on the plan attached hereto as Exhibit E and legally described on Exhibit F attached hereto and incorporated by reference herein. D. E:tcess Tract Storm Drainage Easement Area: "Excess Tract Stonn Drainage Easement Area" shall mean the areas of the Excess Tract shown as "Proposed Stonn Easement" on the plan attached hereto as Exhibit G and legally described on Exhibit H attached hereto and incorporated by reference herein (the "Storm Drainage Easement Plan and Legal Description"). E. CVS Storm Drainage Easement Area: "CVS Storm Drainage Easement Area" shall mean the areas of the CVS Tract shown as "Proposed Stonn Easement" on the Stonn Drainage Easement Plan and Legal Description. F. Excess Tract Water Easement Area: "Excess Tract Water Easement Area" shall mean the areas of the Excess Tract shown as "Proposed Water Easement" on the plan attached hereto as Exhibit I and legally described on Exhibit J attached hereto and incorporated by reference herein (the "Water Easement Plan and Legal Description"). G. CVS Water Easement Area: "CVS Water Easement Area" shall mean the areas of the CVS Tract shown as "Proposed Water Easement" on the Water Easement Plan and Legal Description. H. Access Facilities: "Access Facilities" shall mean all roadways, access drives, driveways, entrances, walkways, landscaped areas, curbing, curb cuts, lighting, markings, directional signs, pavement and any other structures or improvements used for access and located in the Excess Tract Access Easement Area and the CVS Access Easement Area. Document Number: 1252813 2 Order: Non-Order Search Doc: KC:2013 20131223001414 Page 3 of 28 0-eated By: bloedel Printed: 4/3/2014 6:58:31 AM PST • 20131223001414.004 I. Easement Areas: "Easement Areas" shall mean all areas of the Development on, over, under and across which easement rights have been granted pursuant to this Agreement, including the Excess Tract Access Easement Area, the CVS Access Easement Area, the Excess Tract Stonn Drainage Easement Area, the CVS Stonn Drainage Easement Area, and the Excess Tract Water Easement Area. J. Easement Facilities: "Easement Facilities" means the Access Facilities. K. Drainage Facilities: "Drainage Facilities" shall mean all storm drainage, sanitary sewer and/or water line facilities, and all pipes, lines, conduits connections, drains and any other structures and improvements for storm drainage, sanitary sewer and/or water line management, within the Excess Tract Storm Drainage Easement Area, the CVS Storm Drainage Easement Area, and the Excess Tract Water Easement Area. L. Laws: "Laws" shall mean all Jaws, ordinances, requirements, orders, codes, directives, rules and regulations of the federal, state, county and municipal governments and of all other governmental authorities affecting the Development or the appurtenances thereto or any part thereof whether the same are in force at the recording of this Agreement or in the future passed, enacted or directed. M. Tract: "Tract" shall mean any parcel of land within the Development, legally ex1stmg on this date, and as created from time to time, together with the buildings and improvements located thereon, from time to time. 2. GRANT OF EASEMENTS. A. Excess Tract Access Easement: TVC, as the Owner of the Excess Tract, hereby grants to the Owner of the CVS Tract, a permanent and non-exclusive right and easement for pedestrian and vehicular (both commercial and non-commercial) passage in, on, over and across the Excess Tract Access Easement Area, for the purpose of providing ingress to and egress from the CVS Tract to SE 174th Street (the "Excess Tract Access Easement"). The Excess Tract Access Easement shall be transferable with the CVS Tract, and neither the Excess Tract Access Easement Area nor its points of connection with SE 174th Street shall be modified without the prior written consent of the Owner of the CVS Tract and the current holder(s) of any mortgage or deed of trust upon the CVS Tract, which such consent may be withheld for any reason, and in any such case the modified location must continue to provide adequate access to and from the CVS Tract that is of substantially the same grade, width and visibility, and affords substantially the same convenience of access, as the former location. The Owner of the CVS Tract shall respond in writing within thirty (30) days to any request from the Owner of the Excess Tract for any modification of the Excess Tract Access Easement. TVC (not CVS, notwithstanding the definition of "Owner" set forth above) shall be responsible for the costs associated with constructing the Excess Tract Access Easement as and to the extent required by the CVS Lease and/or the MCD Lease. B. CVS Access Easement: TVC, as the Owner of the CVS Tract, hereby grants to the Owner of the Excess Tract, a permanent and non-exclusive right and easement for pedestrian Document Number: 12528 I J J Order: Non-Order Search Doc: KC:2013 20131223001414 Page 4 of 28 Created By: bloedel Printed: 4/3/2014 6:58:31 AM PST • • 20131223001414.005 and vehicular (both commercial and non-commercial) passage in, on, over and across the CVS Access Easement Area, for the purpose of providing ingress and egress from the Excess Tract to SE Carr Road (the "CVS Access Easement"). The CVS Access Easement shall be transferable with the Excess Tract, and neither the CVS Access Easement Area nor its points of connection with SE Carr Road shall be modified without the prior written consent of the Owner of the Excess Tract and the current holder(s) of any mortgage or deed of trust upon the Excess Tract, which such ccnsent may be withheld for any reason, and in any such case the modified location must continue to provide adequate access to and from the Excess Tract that is substantially the same grade, width and visibility, and affords substantially the same convenience of access, as the former location. The Owner of the Excess Tract shall respond in writing within thirty (30) days to any request from the Owner of the CVS Tract for any modification of the CVS Access Easement. TVC (fil!1 CVS or MCD, notwithstanding the definition of "Owner" set forth above) shall be responsible for the costs associated with constrocting the CVS Access Easement as and to the extent required by the CVS Lease and/or the MCD Lease. C. Excess Tract Storm Drainage Easement: TVC, as the Owner of the Excess Tract, hereby grants to the Owner of the CVS Tract, a non-exclusive easement in, upon, over, through and across the Excess Tract to lay, construct, operate, maintain, repair, replace, remove and use the storm drainage facilities under, through and across the Excess Tract Storm Drainage Easement Area (the "Excess Tract Storm Drainage Easement''). TVC (not CVS or MCD, notwithstanding the definition of "Owner" set forth above) shall be responsible for the costs associated with constructing the storm drainage facilities located within the Excess Tract Drainage Easement Area as and to the extent required by the CVS Lease and/or the MCD Lease. D. CVS Storm Drainage.Easement: TVC, as the Owner of the CVS Tract, hereby grants to the Owner of the Excess Tract, a non-exclusive easement in, upon, over, through and across the CVS Tract for the purposes of utilizing the storm drainage facilities within the CVS Storm Drainage Easement Area (the "CVS Storm Drainage Easement"). TVC <nm CVS or MCD, notwithstanding the definition of "Owner" set forth above) shall be responsible for the costs associated with constructing the storm drainage facilities located within the CVS Storm Drainage Easement Area as and to the extent required by the CVS Lease and/or the MCD Lease. E. Excess Tract Water Easement: TVC, as the Owner of the Excess Tract, hereby grants to the Owner of the CVS Tract, a non-exclusive easement in, upon, over, through and across the Excess Tract to lay, ccnstruct, operate, maintain, repair, replace, remove and use an underground water pipeline under, through and across the Excess Tract Water Easement Area (the "Excess Tract Water Easement"). TVC {not CVS or MCD, notwithstanding the definition of "Owner" set forth above) shall be responsible for the costs associated with constructing the water pipeline facilities located within the Excess Tract Water Easement Area as and to the extent required by the CVS Lease and/or the MCD Lease. F. CVS Water Easement: TVC, as the Owner of the CVS Tract, hereby grants to the Owner of the Excess Tract, a non-exclusive easement in, upon, over, through and across the CVS Tract for the purposes of utilizing the underground water pipeline under, through and across the CVS Water Easement Area (the "CVS Water Easement"). TVC (fil!1 CVS not MCD, notwithstanding the definition of "Owner" set forth above) shall be responsible for the costs Document Number: 1252813 4 Order: Non-Order Search Doc: KC:2013 20131223001414 Page 5 of 28 Created By: bloedel Printed: 4/3/2014 6:58:31 AM PST 20131223001414.006 associated with constructing the water pipeline facilities located within the CVS Water Easement Area as and lo the extent required by the CVS Lease and/or the MCD Lease. G. Permitted Users. An Owner may grant the benefit of the easement(s) described in this Agreement to its tenants hereafter occupying any building or any portion thereof on its Tract, for the duration of such tenancy and to the agents, vendors, licensees, customers, employees and invitees of such Owner or tenant (collectively, the "Permined Users"). Notwithstanding the foregoing, nothing in this Section 2(0) shall release an Owner from its obligations and responsibilities contained herein. H. Damage or Destruction by Owner. Any Owner (or such owner's Permitted Users) who disturbs or damages another Owner's Tract, or any portion thereof, in the exercise of any rights or obligations hereunder, shall, in a prompt and workmanlike manner, repair and restore such damage or disturbance as nearly as practicable to the condition that existed prior to such damage or disturbance. Any grading which materially alters the flow of surface water to, or materially alters the drainage of another Owner's Tract, the Excess Access Easement Area, or the CVS Access Easement Area shall likewise be repaired and restored as nearly as practicable to the condition that existed prior to such grading. 3. PARKING AREAS. Nothing in this Agreement shall be construed or deemed to convey any rights to an Owner that would permit parking on another Owner's Tract. All future development of any other Tract, or any portion thereof, shall include the on-site construction of parking sufficient to satisfy the demands of its intended use as well as Laws pertaining to parking areas and parking requirements. No easements or agreements related to parking areas shall be granted or entered into by the Owners to third par1ies, which may invoke the application of Laws requiring cross parking within the Development. Parking rights acquired by zoning relief or variances shall not be permitted. 4. USE RESTRICTION. No par1 or the Development, other than the CVS Tract, shall be used for, leased or subleased for use as: a retail drug store, a pharmacy mail order facility, a pharmacy prescription department, a cigarette or smoke shop, a Dollar Store, a printing and/or mail services center, a greeting card or gift store, a health or beauty aids store, a retail health center, a candy store, a vitamin store, or convenience store, or for the sale of any of the following; I. Alcoholic beverages for off-premises consumption; 2. Greeting cards and/or party goods; 3. Photo printing or processing, including, without limitation, one-hour or less photo processing; 4. Health and beauty aids; 5. Vitamins and health supplements; or 6. Pharmaceutical products requiring the services of a registered pharmacist, including, a pharmacy mail order facility. Document Number: l2S28t3 5 Order: Non-Order 5eardl Doc: KC:2013 20131223001414 Page 6 of 28 Created By: bloedel Printed: 4/3/2014 6:58:31 AM PST 2013122300,.414.007 As used herein, "Dollar Store" means a discount, 99 cents store or "dollar" store which sells general merchandise, including, by way of example and not in limitation, stores such as uFred's'\ aBig Lotsu, "99 Cents Only'\ 1~Dollar Store'\ "Dollar General1 1 or "Family Dollar 11 • As used herein, "Convenience stores" shall include but not be limited to such notable stores as "7- Eleven," "Circle K," "ABC Stores." As used herein, the phrase "pharmacy prescription depanment" shall include the dispensing of prescription drugs by physicians, dentists, other health professionals or entities such as health maintenance organizations. The phrase "used for" appearing in the first sentence hereof shall include the support or benefit by means of parking, access, utility facilities or other similar operational support services or facilities for a use prohibited herein. All uses on the Excess Tract shall park to code without the need for a variance or cross parking rights. 5. PROHIBITED USES. Except as otherwise set forth herein, a Tract shall be used for those uses permitted under the Laws provided, however, that no part of the Development shall be used or occupied for the operation of any of the following: a pinball, video game, or any form of entertairuncnt arcade; a gambling or betting office, other than for the sale of lottery tickets; a massage parlor; a cinema, video store or bookstore selling, renting, or exhibiting primarily material of a pornographic or adult nature; an adult entertairunent bar or club; a bowling alley; a roller skating or ice skating rink; a billiards parlor or pool hall; a fireanns shooting range or any other use which creates or causes excessive noise; a theater; a health club or exercise salon; any type of educational or vocational institution; a flea market; a warehouse; a facility which performs on-site dry cleaning; a gas station; a facility which performs on-site auto repair; or an office except as incidental to a permitted retail use. 6. MAINTENANCE AND TAXES. A. Maintenance ( l) General Standards. Each Owner shall be responsible for Maintenance, at its own cost, of its respective Tract in accordance with Laws and otherwise in a good, clean and sanitary order, free from infestation from insects, rodents, vermin and other pests and otherwise in a condition comparable to other ~first-class" commercial/retail properties located in Renton, Washington. For purposes of this Section 6(A)(i), "Maintenance" includes (but is not limited to) sweeping, washing and removal of trash, litter and refuse, removal of snow and ice from pavement, parking areas and walkways, painting and striping of parking areas, repair and replacement of paving as necessary, repair and replacement of utilities and drainage exclusively serving such Tract, maintenance of landscaped areas (including replacement and replanting), and maintenance and repair of lighting, fixtures, signage, directional signs, lines and markers. Paved areas shall be maintained in a level, smooth and evenly-covered condition with the type of surfacing material originally installed or such substitute as shall be comparable in Document Number: 1252813 6 Order: Non-Order Search Doc: KC:2013 20131223001414 Page 7 of 28 Created By: bloedel Printed: 4/3/2014 6:58:31 AM PST 20131223001414.00l! quality, use, and durability. Garbage, trash, rubbish and other refuse, will be stored in covered containers or compactors and removed at regular intervals, not less than weekly, al such Owner's expense. (2) Easement Maintenance. Notwithstanding anything to the contrary herein, the Owner of the Excess Tract shall be responsible, at its sole cost and expense, for the operation, Maintenance and repair of the Excess Tract Access Easement Area in the condition described in subparagraph 6(A)(l) above. Notwithstanding anything to the contrary herein, the Owner of the CVS Tract shall be responsible, at its sole cost and expense, for the operation, Maintenance and repair of the CVS Access Easement Area in the condition described in subparagraph 6(A)(I) above. For purposes of this section 6(A)(2), "Maintenance" shall mean, without limitation, the maintenance of the applicable Easement Facilities in a fully operational condition and in a condition comparable with other first class commercial/retail properties in the Renton, Washington area. The term "Maintenance" shall also include, without limitation, sweeping, washing and removal of trash, litter and refuse, removal of snow and ice from pavement, painting and striping of any applicable areas, repair and replacement of paving as necessary, maintenance of any landscaped areas, and maintenance and repair of any lighting, fixtures, signage, directional signs, lines and markers, with paving being maintained in a level, smooth and evenly-covered condition with the type of surfacing material originally installed or such substitute as shall be comparable in quality, use, and durability. With respect to the maintenance of the Drainage Facilities, the Owner of the CVS Tract shall be responsible for the costs associated with the operation, Maintenance and repair of the Drainage Facilities, and the Owner of the Excess Tract (i.e., MCD, so long as the MCD Lease is in force) shall reimburse the Owner of the CVS Tract for one-third ( 1/3) of such costs, subject to an audit of such costs if requested by the Owner of the Excess Tract (i.e., MCD, so long as the MCD Lease is in force). With respect to the maintenance of the Drainage Facilities, the term "Maintenance" shall include, without limitation, maintaining in a fully functioning and fully operational manner as necessary to facilitate the site and operational requirements of the other Tracts and other Owners who have the right to use such Facilities, and repairing and replacing damaged or failing parts as necessary. 7. CONSTRUCTION ACTIVITIES. Construction activities performed on the Development, or any portions thereof: (a) shall be performed in a good and workmanlike manner so as not to unreasonably disturb the operation of any business conducted upon any Tract, or interfere with the Owner or Permitted Users of any Owner, and once commenced, such work will be diligently pursued to completion; and (b) any grading which materially alters the flow of surface water or materially modifies the grading or drainage of any of the Easement Areas or an adjoining Tract (as Document Number: 125281 J 7 Order: Non-Order Search Doc: KC:2013 20131223001414 Page 8 of 28 Created By: bloedel Printed: 4/3/2014 6:58:31 AM PST 20131223001414.009 currently constructed) shall be repaired and restored as nearly as practicable to its prior existing condition in a prompt and workmanlike manner; and (c) once constructed, the Easement Areas, Easement Facilities, and any portion(s) thereof shall not be materially obstructed during the normal business hours of any Owner except as may be reasonably necessary to perform maintenance, repair and replacement or as may be reasonably necessary to prevent the dedication of the Easement Areas or Easement Facilities to public use. 8. INDEMNIFICATIONnNSURANCE. A. Indemnification. Each Owner (the "Indemnifying Owner"} shall indemnify and save harmless the other Owner(s) (the "Indemnified Owner") from and against any and all liabilities, damages, penalties or judgments, any and all actions, suits, proceedings, claims, demands, assessments, costs and expenses, including, without limitation, reasonable legal fees and expenses, incurred in enforcing this indemnity, arising from injury to person or property sustained by anyone in and about the Indemnified Owner's Tract resulting from any act or omission of the Indemnifying Owner or its Permined Users. The Indemnifying Owner shall, at its own cost and expense, defend any and all suits or actions, just or unjust, which may be brought against the Indemnified Owner or in which the Indemnified Owner may be impleaded with others upon any such above-mentioned matter, claim or claims, except for those arising from the affirmative acts, omissions, bad faith or negligence of the Indemnified Owner or the affirmative acts, omissions, bad faith or negligence of the Indemnified Owner's Permitted Users. B. Insurance. (l) Each Owner at its own expense shall be required to procure and maintain in full force and effect a policy or policies of commercial general liability insurance against any liability or claim for personal liability, wrongful death, property damage or liability for which such party is responsible under this Agreement or under the Laws, with financially responsible insurers authorized to transact business in the State of Washington with a commercially reasonable combined policy limits of not less than $2,000,000 and not in excess of $5,000,000 per occurrence for bodily injury and for property damage with respect to the Development. Owner shall also maintain Contingent Liability/Stop Gap insurance with limits of not less than· $1,000,000 to supplement the state mandated worker's compensation insurance. (2) Policies of insurance required under this paragraph shall name the other Owner(s) (and their mortgagees and/or lessors, if required) as additional named insureds . . Each Owner shall provide the other Owner(s) with cenificates of such insurance from time to time upon written request to evidence that such insurance is in force. Such insurance policies shall provide an obligation requiring the insurer to provide thirty (30) days written notice to the other Owner(s) and additional named insureds prior to cancellation or termination of the policy (IO days in the case of non-payment). Documenl Number. 1252813 8 Order: Non-Order Search Doc: KC:2013 20131223001414 Page 9 of 28 0-eated By: bloedel Printed: 4/3/2014 6:58:31 AM PST • 20131223001414.010 (3) An Owner or its parent or affiliated entity having a net worth of One Hundred Million Dollars ($100,000,000) or more, or a market capitalization of One Billion Dollars ($1,000,000,000) or more, may self-insure the obligations under this Section 8. Should an Owner elect to self-insure, such Owner shall, upon written request by another Owner, provide current audited financial statements (including a balance sheet). 9. EMINENT DOMAIN. A. Owner's Right to Award. In the event of the exercise of eminent domain or transfer in lieu thereof of a Tract or any portion thereof (whether or not such taking includes any Easement Areas, Easement Facilities, or any portion(s) thereof) (the "Condemned Tract"), the award attributable to the Condemned Tract shall be payable only to the Owner thereof. No other Owner shall have an interest in any award or payment made in connection with the exercise of eminent domain or transfer in lieu thereof of the Condemned Tract, provided, however, that the other Owner(s) may file collateral claims with the condemning authority for their losses and may receive payment if awarded separately and apart from the award made to the Owner of the Condemned Tract, including any separate award for substantial impairment to the benefits hereunder such as parking, signage, or access. B. Restoration of Access Easement Facilities. If any Easement Areas, or any portions thereof, are so condemned or transferred, the Owner of the Excess Tract shall promptly repair and restore the remaining portion of the affected Easement Areas as nearly as practicable to the condition which existed immediately prior to such condemnation or transfer to the extent that the entire proceeds of such award are sufficient to pay the cost of such restoration and repair and without contribution from the Owner of the CVS Tract. Notwithstanding the foregoing, in the event that the proceeds of such an award are insufficient to pay the cost of the restoration and repair of the affected Easement Areas, the Owner of the CVS Tract or the Owner of the Excess Tract, as the case may be, may, at its sole and absolute discretion, contribute any additional amounts necessary to restore and repair the Easement Areas, as contemplated herein. IO. RIGHTS OF MORTGAGEES. No provision of this Agreement shall in any way defeat or render invalid the lien of any mortgage or other security instrument entered into in good faith and for valuable consideration, whether presently in existence or hereafter recorded against any part of the Development, but any such lien shall be subordinate and subject to the provisions of this Agreement but not to any liens created by this Agreement; provided, however, that if any portion of the Development is purchased in connection with a foreclosure of such mortgage or security instrument or is conveyed to the party so secured in lieu of foreclosure, any person so acquiring or purchasing and his successors and assigns shall hold any and all real property so purchased or acquired subject to the provisions of this Agreement. The Parties shall, upon written request, undertake best efforts to obtain, within ten (10) business days, an agreement from the existing holders of such mortgage or other security instrument on their respective Tracts subordinating the terms thereof to the terms of this Agreement. Document Number: 1252813 9 Order: Non-Order Search Doc: KC:2013 20131223001414 Page 10 of 28 Created By: bloedel Printed: 4/3/2014 6:58:32 AM PST 20131223001414.011 I. l. BINDING EFFECT. A. Covenants Run With Land. This Agreement shall be perpetual in nature, shall run with the land and shall benefit and be binding upon the Owners, their heirs, administrators, representatives, successors and assigns. This Agreement shall be recorded with the King County Recorder's Office. Any transferee of any Tract, or any part thereof, shall automatically be deemed, by acceptance of a deed, a leasehold interest satisfying the conditions set forth in Section 1 (A) above, or any ownership interest in and to a Tract, or portion thereof, to have assumed all obligations set forth herein, and to have agreed to comply with the provisions hereof. The transferor of any such Tract shall, upon the completion of the transfer, be relieved of all liability hereunder except that which arose during the transferor's period of ownership and which remains unsatisfied on the date transfer. B. No Dedication To Public; No Implied Easements. Nothing contained in this Agreement shall be deemed to be a gift or dedication of any portion of any Tract to the general public or for any public use or purpose whatsoever, it being the intention of the parties hereto that this Agreement be for the exclusive benefit of the Owners and the Permitted Users and that nothing herein, express or implied, shall confer upon any person, other than the Owners and their heirs, administrators, legal representatives, successors and assigns, any rights or remedies under or by reason of this Agreement. No easements, except those expressly set forth herein shall be implied by this Agreement. C. No Waiver. No delay or omission of an Owner in the exercise of any right accruing upon default by another Owner shall impair any such right or be construed to be a waiver thereof. A waiver on one occasion by an Owner of a breach or a default of any of the terms and conditions of this Agreement by another Owner shall not be construed to be a waiver of subsequent breaches or defaults or of any other provisions hereof. 12. REMEDIES AND ENFORCEMENT. A. All Legal and Equitable Remedies Available. In the event of a breach or threatened breach by an Owner of a Tract and/or its Permitted Users (collectively, jointly and severally, the "Defaulting Owner") of any of the terms, covenants, restrictions or conditions hereof, t_he other Owner(s) shall be entitled forthwith to full and adequate relief by injunction and/or all such other available legal and equitable remedies from the consequences of such breach from the Defaulting Owner. B. Self-Help. In addition to all other remedies available at law or in equity, upon the failure of a Defaulting Owner to cure a breach of this Agreement within thirty (30) days following written notice thereof by an Owner or its tenants (unless, with respect to any such breach the nature of which cannot reasonably be cured within such 30-day period, the Defaulting Owner commences such cure within such 30-day period and thereafter diligently pursues such cure to completion), any Owner or its tenants shall have the right to perform such obligations contained in this Agreement on behalf of such Defaulting Owner and be reimbursed by such Defaulting Owner upon demand for the reasonable costs thereof together with interest at the Prime Rate charged from time to time by Bank of America (its successors or assigns) as Documenc Number: 1252813 10 Order: Non-Order Search Doc: KC:2013 20131223001414 Page 11 of 28 Created By: bloedel Printed: 4/3/2014 6:58:32 AM PST 20131223001414.012 published in the Wall Street Journal plus three percent (3%) per annum (not to exceed the maximum rate of interest allowed by law). Notwithstanding the foregoing, in the event of (i) an emergency (e.g. the failure to timely remove snow, ice, fallen trees, disabled vehicles or other obstructions which impair the use of the Access Easement Area), (ii) material impairment of the easement rights, and/or (iii) the unauthorized parking of vehicles on a Tract, an Owner or its tenants may immediately cure the same, without notice, and be reimbursed by the Defaulting Owner upon demand for the reasonable cost thereof together with interest at the Prime Rate, plus three percent {3%), as above described. In the event the Defaulting Owner fails to pay or reimburse another Owner for any sums due and owing under this Section 12 within thirty (30) days of demand from such Owner (the "Delinquent Payment"), the amount of such Delinquent Payment shall automatically become a lien upon the Delinquent Owner's Tract, which such lien shall be enforced {with interest at the rate set forth herein) in the same manner as a mortgage. Such lien shall automatically attach and take effect upon the recording of a claim of lien in the appropriate recording office in King County, Washington setting forth the name of the Defaulting Owner, the amount of the Delinquent Payment, the date of the non-payment, a description of the tract or portion thereof to which the lien shall attach, and a statement that the lien is claimed pursuant to the provisions of this Agreement. C. Attorneys' Fees. In any legal or equitable proceeding to determine the rights of the Owners to enforce or restrain the breach of this Agreement, the losing party or parties, as determined by the court, hearing officer, other tribunal, or arbiter utilized for this purpose, shall pay the reasonable attorneys' fees, legal costs and expenses of the prevailing party or parties. D. Remedies Cumulative. The remedies specified herein shall be cumulative and in addition to all other remedies permitted al law or in equity. E. No Termination for Breach. Notwithstanding the foregoing to the contrary, no !:reach hereunder shall entitle any Owner to cancel, rescind, or otherwise terminate this Agreement. 13. ESTOPPEL CERTIFICATE. Each Owner, within fifteen (1 S) business days of written request from another Owner, shall execute, acknowledge and deliver an estoppel certificate, in a mutually acceptable form, certifying to such requesting Owner or any prospective purchaser, assignee, lessee or mortgagee designated by such requesting Owner, without charge, that: {a) this Agreement is in full force and effect, without modification (or if there have been modifications, identifying the modifications); (b) there are no existing defaults nor does any set of facts exist which with the passage of time or the giving of notice or both would constitute a default (or if so, specifying the nature and extent thereof); (c) there exist no disputes relative to amounts payable by or to such Owner or any unpaid expenses (or if so, setting forth the nature and amount of the dispute); and (d) such other information concerning the status of this Agreement or the performance of the Owners of their respective obligations hereunder as may be reasonably requested. Document Number: l2S28l3 II Order: Non-Order Search Doc: KC:2013 20131223001414 Page 12 of 28 Created By: bloedel Printed: 4/3/2014 6:58:32 AM PST • 20131223001414.013 14. DURATION. Unless otherwise canceled or terminated, all of the easements and rights granted in this Agreement, and the obligations herein (except as otherwise provided herein), shall continue in perpetuity; provided, however, that if any term or provision hereof would otherwise be unlawful and void or voidable for violation of the rule against perpetuities or any other common law or statutory rule pertaining to the duration of such easements and rights, then such term or provision shall be effective only until the date which is twenty-one (21) years after the death of the last surviving descendant, currently living, of the former Presidents of the United States alive on the date of this Agreement. The restrictions set forth in Sections 4 and 5 shall continue in perpetuity; provided, however, that if such duration would violate any common law or statutory rule pertaining to the duration of restrictions, then such restrictions shall be limited to the shorter of (a) thirty (30) years, and (b) the longest period allowed by law. If the filing of any recorded extensions may prolong the duration of such restrictions, then such extensions shall be recorded at the appropriate time. 1 S. DOCUMENT MODIFICATION AND CANCELLATION. This Agreement (including exhibits) may be modified or canceled only by mutual agreement of all of the Owners as set forth in a written document and which shall be effective upon recording with the appropriate recording office. 16. FORCE MAJEURE. Any Owner shall be excused from performing any obligation or undertaking provided in this Agreement, except any obligation to pay any sums of money under the applicable provisions hereof, in the event that, and only for as long as, the performance of any such obligation is prevented, delayed, retarded or hindered by Act of God, fire, earthquake, flood, explosion, extraordinary action of the elements, war, invasion, insurrection, terrorism, riot, mob violence, sabotage, inability to procure or general shortage of labor, equipment, facilities, materials or supplies in the open market, failure of transportation, strike, lockout, action of labor unions, condemnation, requisition, Laws, order of government or civil, military or naval authorities, or any other cause, whether similar or dissimilar to the foregoing, not within the reasonable control of such Owner, (the "Force Majeure Event"). Such Owner shall provide notice to the other Owner(s) within five (5) business days following the onset of the Force Majeurc Event, specifying the cause which prevents such Owner's performance and estimating the period of expected delay. 17. MISCELLANEOUS. A. Severability. If any provision of this Agreement or the application thereof to any person or circumstances shall, to any extent, be held invalid, inoperative or unenforceable, the remainder of this Agreement, or the application of such provision, to any other person or circumstance shall not be affected thereby; the remainder of this Agreement shall be given effect as if such invalid or inoperative ponion had not been included. Document Number: 12528 t l 12 Order: Non-Order Search Doc: KC:2013 20131223001414 Page 13 of 28 Created By: bloedel Printed: 4/3/2014 6:58:32 AM PST • • 20131223001414.014 B. Applicable Law. This Agreement shall be construed in accordance with the laws of the State of Washington. C. No Partnership or Joint Venture. Nothing in this Agreement shall be construed to make the Parties hereto partners or joint venturers or render any of said Parties liable for the debts or obligations of the others. D. Notices. All notices, approvals, consents or requests given or made pursuant to this Agreement shall be made in writing and shall be deemed given upon receipt by personal delivery; or United States certified mail, return receipt requested, with postage prepaid; or one ( 1) day after deposit with a recognized overnight carrier, charges prepaid. Notices shall be addressed as follows until a new address for notices shall be designated by notice in the manner provided in this paragraph to all other Owners: lfto TVC: With a copy to: lfto CVS: With a copy to: Document Number. 1252813 Order: Non-Order search Doc: KC:2013 20131223001414 TVC Renton Co. WA, L.L.C. 5757 West Maple Road, Suite 800 West Bloomfield, Michigan 48322 Attn.: Stephen Silk Phone: (248) 539-7997 John A. Fandel, Esquire Foster Pepper PLLC 1111 Third Avenue, Suite 3400 Seattle, WA 98\01-3299 and TVC Renton Co. WA, L.L.C. 5757 West Maple Road, Suite 800 West Bloomfield, Michigan 48322 Attn.: Stephen J. Bock, Esquire Washington CVS Pharmacy, L.L.C. c/o CVS Caremark Corporation One CVS Drive Woonsocket, Rl 02895 Attn: Property Administration Department (Store No. 10285) Hinckley, Allen & Snyder LLP 50 Kennedy Plaza, Suite 1500 Providence, RI 02903 Attn: David l. Lough, Esq. Phone: (401) 457-5198 Fax: (401) 277-9600 t3 Page 14 of 28 Created By: bloedel Printed: 4/3/2014 6:58:32 AM PST • lfto MCD: With a copy to: Real Estate Director McDonald's USA, LLC Northwest Region 12131 I 13th Ave NE, Suite 103 Kirkland, WA 98034 U.S. Legal Department 046-1102 McDonald's USA, LLC One McDonald's Plaza Oak Brook, IL 60523 20131223001414.015 E. Interpretation. Wherever herein the singular number is used, the same shall include the plural, and the masculine gender shall include the feminine and neuter genders, and vice versa, as the context shall require. The section headings used herein are for reference and convenience only, and shall not enter into the interpretation hereof. This Agreement may be executed in several counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument. F. Entire Agreement. This Agreement and the Exhibits attached hereto set forth the entire agreement between the Parties governing the Development. There are no statements, promises, representations or understandings, oral or written, not herein expressed. (REMAINDER OF PAGE !NTENTIONALL Y LEFT BLANK) Document Number: I 2528 I 3 14 Order: Non-Order Search Doc: KC:2013 20131223001414 Page 15 of 28 Created By: bloedel Printed: 4/3/2014 6: 58: 32 AM PST • IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first written above. TVC: STATEOF~ COUNTYOFJ ) ) By: Name: Title: ---'=""-'=""''--- 20131223001414.016 I, the u~signed atUtiority, a Notary Public in and for said county in said state, hereby certify that uc#e,1~& , whose name is signed to the foregoing instrument, and who is known to me, acknowledged before me on this day that, being informed of the contents of said instrument, he/she executed the same voluntarily on the day the same bears date. Given under my hand and official seal this the~ay of ~t!&JJ~t!!r, 2013. Oruer: Non-Oruer Search Doc: KC:2013 20131223001414 ,.. ~ff My commission expires: & 1".6-~" AFFIX SEAC CYNTHIA 11AR1£ HAA&Ell4 _, --MlchiP' ODIIOd CIUllJ Mr--'°"~ M1ill In .. c-, Page 16 of 28 Created By: bloedel Printed: 4/3/2014 6:58:32 AM PST IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first written above. CVS: STA TE OF RHODE ISLAND WASHINGTON CVS PHARMACY, L.L.C., a Washington limited liability company By:~ N~: Brenna B. Jor an Tit!.-- CVS LEGAL APPROVAL: Hinckley, Allen & Snyder LLP David I. Lough, Esq. 20131223001414.017 COUNTY OF PROVIDENCE ~ In Woonsocket on this~~ day of No,e111eei:, 2013, before me personally appeared Brenna B. Jordan, Assistant Secretary of Washington CVS Pharmacy, L.L.C., a Washington limited liability company, who proved to me through satisfactory evidence of identification, which was O photographic identification with signature issued by a federal or state governmental agency, or [JJ,'personal knowledge of the undersigned, to be the party executing the foregoing instrument and she acknowledged said instrument, by her executed to be her free act and deed, her free act and deed in said capacity and the free act and deed of Washington CVS Pharmacy, L.L.C. . ;. . ' .... ,. -· '· Order: Non-Order Search Doc: KC:2013 20131223001414 ~A76, ~ Notary Public Printed Name:-------- My Commission Expires:----- [Affix Notary Seal] susanoupre Notary Public . Stale of Rhode Island .- My Coim,lsalon Expires 06102~/) Page 17 of 28 Created By: bloedel Printed: 4/3/2014 6:58:32 AM PST • IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first written above. MCD: STATE OF\\\',, .. ;:::. COUNTY OF b.,\).J" ) ) MCDONALDS, USA, LLC, a Delaware limited liability company 'M,~· Name: · 1-,,,.,. Title: =·l 1, the undersigned authority, a Notary Public in and for said county in said state, hereby certify that~:t.c <:ch• .\sc,,,.. £ell ... 1 , whose name is signed to the foregoing instrument,dwho is known'to me, acknowledged before me on this day that, being informed of the contents of said instrument, he/she executed the same voluntarily on the day the same bears date. Given under my hand and official seal this the L5'__ day ofl ,o.,,c.-';H;.--, 2013. :) __ ._ e. ~ - Notary Public My commission expires: a.Jo,\ ,,H I I AFFIX SEAL Documcn1 Number: 12l2813 20131223001414.018 Order: Non-Order Search Doc: KC:2013 20131223001414 Page 16 of 26 Created By: bloedel Printed: 4/3/2014 6:56:32 AM PST • • 20131223001414.019 EXHIBIT A (Legal Description of the Excess Tract) THAT PORTION OF LOT A, KING COUNTY BOUNDARY LINE ADJUSTMENT NUMBER S9lL0069, RECORDED UNDER RECORDING NUMBER 9104261602, IN KING COUNTY, WASHINGTON, LYING NORTH OF THE FOLLOWING DESCRIBED LINE: COMMENCING AT THE NORTHWEST CORNER OF SAID LOT A; THENCE SOUTH 01°45'15" WEST, ALONG THE WEST LINE OF SAID LOT A, A DISTANCE OF l 93.22 FEET TO THE POINT OF BEGINNING; THENCE NORTH 87°13'56" EAST, 346.91 FEET TO THE EAST LINE OF SAID LOT A AND THE TERMINUS OF THIS DESCRIBED LINE. Order: Non-Order Searcll Doc: KC:2013 20131223001414 Page 19 of 28 Created By: bloedel Printed: 4/3/2014 6:58:32 AM PST -- N I • EXHIBITB (Site Plan) • S£:174r,., ------S7°RE:t:r DCESS PARCEL l~) s T.P.P/1. RDIUIO/SOUIII I.OT A SOUM)AIIY Uiil! ADJU8Yllf!NY IHO,/Jll•Y•oa - .., • NOR1H -- SCAl[ 1" a 60' 20131223001414.020 ~ I I I S 87 1 W I. ~912 rr11liiw1 f -1========--S-E-CA-RR_R_OA_O ___ _ 941:n n,.£----------..---.., ___________ ..,._.,.,.., INCIREB8/EOR8B8 E>S9EHTOYBI SITTS & HILL ex,: PARCB. TO eea=rr ENGINEERS, INC. RETAL A-IARMAC't PAACEL. CIVIL • S1RUCl1JRAL • SURvEYINC 4815 CENlER smre:T TACOMA, WA. 98~09 'IEUEI RETAL F'tWMAC'I' 6HOAT Pl.AT PHONE: (253) 47~-9H9 1 OF 1 " ... 15376 Order: Non-Order Search Doc: KC:2013 20131223001414 Page 20 of 28 Created By: bloedel Printed: 4/3/2014 6:58:32 AM PST 20131223001414.021 EXHIBITC (Legal Description of the CVS Tract) THAT PORTION OF LOT A, KING COUNTY BOUNDARY LINE ADJUSTMENT NUMBER S91 L0069, RECORDED UNDER RECORDING NUMBER 9104261602, IN KING COUNTY, WASHINGTON, LYING SOUTH OF THE FOLLOWING DESCRIBED LINE: COMMENCING AT THE NORTHWEST CORNER OF SAID LOT A; THENCE SOUTH 01°45'15" WEST, ALONG THE WEST LINE 01' SAID LOT A, A DISTANCE OF 193.22 FEET TO THE POINT OF BEGINNING; THENCE NORTH 87°13'56" EAST, 346.91 FEET TO THE EAST LINE OF SAID LOT A AND THE TERMINUS OF THIS DESCRIBED LINE. Order: Non-Order Search Doc: KC:2013 20131223001414 Page 21 of 28 Created By: bloedel Printed: 4/3/2014 6:58:32 AM PST EXHIBIT D (Legal Description of the Excess Tract Access Easement Area) A PORTION OF LOT A. KING COUNTY BOUNDARY LINE ADJUSTMENT NUMBER $91 L0069, RECORDED UNDER RECORDING NUMBER 9104261602. IN KING COUNTY. WASHINGTON, DESCRIBED AS FOLLOWS: COMMENaNG AT THE NORTI-M'EST CORNER OF SAID LOT A; THENCE SOUTH 78'49' 12" EAST. ALONG THE SOUTH MARGIN OF SE 174"' STREET, A DISTANCE OF 33.46 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING SOUTH 78'49'12" EAST .. ALONG SAID SOUTH MARGIN. A DISTANCE OF 29.79 FEET: THENCE SOUTH 12'16'11"WEST, 37.77 FEET; THENCE SOUTH 00' 10'45" EAST. 56.89 FEET TO THE BEGINNING OF 25.00-FOOT RADIUS CURVE CONCAVE NORTHEASTERLY; THENCE ALONG THE ARC OF SAID CURVE 38.55 FEET THROUGH A CENTRAL ANGLE OF 88'21"13"; THENCE SOUTH 88'31 '58" EAST. 108.44 FEET: THENCE NORTH 87°14'0r EAST. 106.98 FEET: THENCE SOUTH 18'56'03" EAST. 52.05 FEET: THENCE SOUTH 87' 13'56' WEST. 31.06 FEET TO A NON-TANGENT CURVE CONCAVE SOUTI-M'EST. FROM WHICH THE RADIUS POINT BEARS SOUTH 75'45'4r WEST, A DISTANCE OF 15.00 FEET: THENCE ALONG THE ARC OF SAID CURVE NORTHWESTERLY 10.34 FEET THROUGH A CENTRAL ANGLE OF 39•29·59·; THENCE NORTH 53•43•44· WEST, 17.84 FEET: THENCE SOUTH 87'31"24" WEST, 217.07 FEET TO THE BEGINNING OF A 21.00-FOOT RADIUS CURVE CONCAVE SOUTHEASTERLY: THENCE ALONG THE ARC OF SAID CURVE 33.10 FEET THROUGH A CENTRAL ANGLE OF 90' 15·40•- THENCE SOUTH 87'13'56" WEST, 28.65 FEET TO THE WEST LINE OF AFORESAID LOT A. 193.22 FEET SOUTH OF THE NORTHWEST CORNER THEREOF; THENCE NORTH 01 '45' 15" WEST ALONG SAID WEST LINE. 44.06 FEET: THENCE NORTH 86'45"49" EAST, 10.88 FEET TO THE BEGINNING OF A 25.00-FOOT RADIUS CURVE CONCAVE NORTHWESTERLY: THENCE ALONG THE ARC OF SAID CURVE 38.04 FEET THROUGH A CENTRAL ANGLE OF 87'10'16"; THENCE NORTH 00'24"28" WEST. 101.39 FEET: THENCE NORTH I 3' 17'4r EAST, 15.90 FEET TO THE POINT OF BEGINNING. 20131223001414.022 Order: Non-Order Search Doc: KC:2013 20131223001414 Page 22 of 28 Created By: bloedel Printed: 4/3/2014 6:58:32 AM PST • EXHIBIT E (Plan Showing the CVS Access Easement Area) -------- N... C011J<EJ1 tOT A T.IJ».IM. !i@!Jl81D6@1D'6!i 9:WJl'S AOJACENT l'RO"EIITY i • 'fl'.!P./M. a@aa1Da®1Gc ' .... • NORTH SC/\l.E 1 • -100' I --.._ - SE 174TH --STREr:,----~-_ EXC!'SS Pll!Ca 'Y.//ll.'11, tHJllB06t,ffJIS 11.or A, 11/lOUNOAIRY LIN/ft ADJUS'f'BIJIEIMT f1(1J.1)!ilfNJR li(TAA. PHARMACY PAACEL rROPllSEO ING'l!:SS/EQ>ESS E1'SElilENT 0~ RElAL PHARM~Y t>i\taJ. TO Httell EXCESS PARCEL 20131223001414.023 \ t i I ~.~~;_;-=-~~-5-ECARRROAD -----• r ...,.,,.. _________ ....,._.,.., ___________ 'T"'_m INQAES8/EQR8El8 e,saerr 011e1 RETAL PHARMACY PAACB.. TO BeERT EXCEl88 PARCB. 'IB.M:R REJAL l'tWMAC\' 8HORT PUT Omer: Non-Order Search Doc: KC:2013 20131223001414 SITTS & HILL ENGINEERS, INC, CIV1L • STRUCT\JRAL • SURVEYINC 4815 CENlER STREET T•COMA, WA. 98409 PHONE: (253) 474-9<49 1 OF 1 15376 Page 23 of 28 Created By: bloedel Printed: 4/3/2014 6:58:32 AM PST • EXHIBIT F (Legal Description orthe CVS Access Easement Area) THE 1NEST 28.00 FEET OF LOT A. KING COUN1Y BOUNDARY LINE ADJUSTMENT NUMBER S91L0069, RECORDED UNDER RECORDING NUMBER 9·104261602, IN KING COUNTY. WASHINGTON, LYING SOUTH OF THE FOLLOWING DESCRIBED LINE: COMMENCING AT THE NORTHVl'EST CORNER OF SAID LOT Ji:. THENCE SOUTH 01'45'15' WEST, ALONG THE WEST LINE OF SAID LOT A, A DISTANCE OF 193.22 FEET TO THE POINT OF BEGINNING; THENCE NORTH 87' 13'56" EAST, 346.91 FEET TO THE EAST LINE OF SAID LOT A AND THE TERMINUS OF THIS DESCRIBED LINE. 20131223001414.024 Order: Non-Order Search Doc: KC:2013 20131223001414 Page 24 of 28 Created By: bloedel Printed: 4/3/2014 6:58:33 AM PST --- • ---- EXHIBITG (Storm Drainage Easement Plan} STORM DRAIN EASEMENT T.P.N. acaao1o•,.111• &.OT A BOUNDARY UNI! AO.IVSJIIGNT lltf04fft'90.2 UNETABLE • 1 SE CARR ROAD 20131223001414.025 • NORTH SCA1.E r ~ 60' ,. •v----------.... --· ..... D-11"-----,-.,..,,~-----,r--<> STORM ORAN eA.Seerr SITTS & HILL 10F1 Order: Non-Order Search Doc: KC:2013 20131223001414 ENGINEERS, INC. Cl\1l • SlRUC1\JRAl • SURVEnHG 4815 CE~TER STREET TACOMA. VIA. 96409 PNON~ (203) 474-¥44'3 15376 Page 25 of 28 Created By: bloedel Printed: 4/3/2014 6:58:33 AM PST • EXHIBIT H (Storm Drainage Easement Legal Description) A PORTION OF LOT A. KING COUNTY 80UNOARY LINE ADJUSTMENT NUMBER S91L0069. RECORDED UNDER RECORDING NUMBER 9104261602, IN KING COUNTY, WASHINGTON, OESCRIBEO AS FOLLOWS: COMMENCING AT THE SOUTliWEST CORNER OF SAID LOT A; TH~CE NORTH 01°45'15" EAST, ALONG THE WEST LINE OF SAID LOT A. A DISTANCE OF .27 FEET; TH CE NORTH 87"14'34° EAST. 31.18 FEET TO THE POINT OF BEGINNING; TH CE NORTH 02°45'26• WEST. 140.44 FEET: THE$',ICE NORTH s1•14•23• EAST, 11.78 FEETTOA POINT HEREINAFTER KNOWN AS REFERENCE POINT"A'; THENCE CONTINUING NORTH 87.14'23" EAST, 89.22 FEET; THENCE SOUTH 02•43·41· EAST, 14.53 FEET; THENCE NORTH 87°16'19" EAST, 14.23 FEET; THENCE SOUTH 02°28'42" EAST. 159.47 FEET; THENCE SOUTH 87°14'19" WEST, 96.01 FEET; THEjNCE NORTH 02"45'37' EAST, 6.30 FEET TO A POINT HEREINAFlER KNOWN AS REF.ERENCE POINT •e•; THENCE CONTINUING NORTH 02"45'37" EAST, 27.26 FEET: · THENCE SOUTH 87°14'34" EAST, 18.35 FEET TO THE POINT OF BEGINNING. I ALSp TOGETHER WITH STRIPS OF LANO 15 FEET IN WIDTH, LYING 7.5 FEET ON EACH SIDE OF THE FOi.LOWiNG DESCRIBED CENTER LINES: I I BEqlNNINO AT AFOREMENTIONED REFERENCE POINT "A0 : THE;NCE NORTH 02'32'S4" WEST, 18.72 FEET TO A POINT HEREINAFTER KNOWN AS REFIERENCE POINT •c•; THE;NCE NORTH 01"30"32"WEST, 18.72 FEET; THE;NCE SOUTH so•59•30• EAST, 31.03 FEET; THENCE SOUTH 77"20'46" EAST. 88.41 FEET TO THE TERMINUS OF THIS DESCRIBED CENTER LINE. ALsb BEGINNING AT AFOREMENTIONED REFERENCE POINT ·e·: THENCE SOUTH 4r30'32' WEST, 52.74 FEET TO THE NORTHERN MARGIN OF SE CARR ROi ANO THE TERMINUS OF THIS DESCRIBED CENTER LINE. ALSO BEGINNING AT AFOREMENTIONED REFERENCE POINT 0 C"; THENCE NORTH 86'16'50" EAST, 112.60 FEET TO A POINT HEREINAFTER KNOWN AS REF;ERENCE POINT 0 D"; THENCE NORTH 87°19'4r EAST. 122.48 FEET: THENCE SOUTH 44"03'36" EAST, 105.15 FEET TO THE TERMINUS OF THIS OESCRIBEO CENTI,R LINE. I • ------·----. ·----··. -······ ·--·· ALSO BEGINNING AT AFOREMENTIONED REFERENCE POINT 0 0"; THENCE NORTH 03•49·02· WEST. 69.95 F!:ET TO TI-iE NORTHERN MARGIN OF SE CARR ROAD ANO THE TERMINUS OF THIS DESCRIBED CENTER LINE. ALSO BEGINNING AT AFOREMENTIONED REFERENCE POINT 0 0"; THENCE SOUTH 1 r21 '51' WEST, 73.49 FEET TO THE TERMINUS OF THIS DESCRIBED CENTER LINE. Tl-IE SIDEUNES OF WHICH AAE TO BE U:NGTHENEO OR SHORTENED AS NEEDED TO INTERSECT EACH OTHER AT ALL ANGLE POINTS ANO THE NORTH AND SOUTH LINES OF AFORESAID LOT A. 20131223001414.026 Order: Non-Order Search Doc: KC:2013 20131223001414 Page 26 of 28 Created By: bloedel Prlnted: 4/3/2014 6:58:33 AM PST I = ! ~ ~ I • I l EXHIBITI {Water Easement Plan) --------SE I74r,.., Sr, --- Nw CORNEIi REEr lOl A s1rw,n-P.O.a u 1 ' l --- ···-··--LOT A eOUNOAIU' LINE ADJUIITWIEIIT •to•••tc0• 15' RC! M. PHARM.oct PARal. SCA1£ 1· a 50' SE CARR ROAD 20131223001414.027 , .. ,-----------.--D'&tllD 1•------------,--1r, 15' WATER EASEMENT SITTS & HILL ENGINEERS, INC. CIVIL • SlRUCTVRAl • SURlt£YINC <4815 C!':NTER S1Ra:l lACOMA, 'WA. 9840& PHONE: (2SJ) 474-9449 1 OF 1 15376 Order: Non-Order Search Doc: KC:2013 20131223001414 Page 27 of 28 Created By: bloecel Printed: 4/3/2014 6:58:33 AM PST EXHIBIT J (Water Easement Legal Description) STRIPS OF LAND 15 FEET IN WIDTH OVER A PORTION OF LOT A. KING COUNTY BOUNDARY LINE ADJUSTMENT NUMBER S91LD0e9. RECORDED UNDER RECORDING NUMBER 9104261602, IN KING COUNTY. WASHINGTON, LYING 7.5 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTER LINES: COMMENCING AT THE NORTHWEST CORNER OF SAID LOT A: THENCE SOUTH 78'49'12• EAST, ALONG THE SOUTH MARGIN OF SE 174'w STREET. A DISTANCE OF 230.57 FEET TO THE POINT OF BEGINNING; THENCE SOUTH oe•04·52·wEST. 82.12 FEET TO A POINT HEREINAFTER KNOWN AS REFERENCE POINT • A": THENCE SOUTH 08'05'09" WEST, 46.48 FEET: THENCE SOUTH 41•49•43• WEST, 27.69 FEET TOA POINT HEREINAFTER KNOWN AS REFERENCE POINT 'B"; THENCE SOUTH 41•49•40· WEST, 56.97 FEET TO A POINT HEREINAFTER KNOWN AS REFERENCE POINT ·c-: THENCE SOUTH 41°49'39" WEST, 23.02 FEET: THENCE SOUTH 03"10'48" WEST, 133.98 FEET TO A POINT HEREINAFTER KNOWN AS REFERENCE POINT"D'; THENCE NORTH 86'57'1r EAST, 194.05 FEET; THENCE NORTH 89"29'11" EAST. 26.93 FEET TO THE wesTERN MARGIN OF STATE ROUTE 515 (BENSON ROI\O) ANO THE TERMINUS OF THIS DESCRIBED CENTER LINE. ALSO BEGINNING AT AFOREMENTIONED REFERENCE POINT "A"; THENCE NORTH 81'56'34' WEST, 31.611 FEET TO THE TERMINUS OF THIS DESCRIBED CENTER LINE. ALSO BEGINNING AT AFOREMENTIONED REFERENCE POINT "B': IBENCE SOUTH 48"03'05" EAST, 17.72 FEET TO THE TERMINUS OF THIS DESCRIBED CENTER LINE. ALSO BEGINNING AT AFOREMENTIONED REFERENCE POINT 'C": THENCE NORTH 48"09'24" WEST, 49.16 FEET; THENCE SOUTH er03'31 • WEST, 73.24 FEET TO A POINT HEREINAFTER KNOWN AS REFERENCE POINT 'E': THENCE CONTINUING SOUTH 87°03'31" WEST, 45.14 FEET TO THE WEST LINE OF AFORESAID LOT A AND THE TERMINUS OF THIS DESCRIBED CENTI;R LINE. ALSO BEGINNING AT AFOREMENTIONED REFERENCE POINT "D"; THENCE SOUTH 86'49'3T WEST. 109.08 FEET; THENCE SOUTH 03'11'26' WEST. 21.91 FEET TO THE NORTHERN MARGIN OF SE CARR ROAO AND THE TERMINUS OF THIS DESCRIBED CENTER LINE. ALSO BEGINNING AT AFOREMENTIONED REFERENCE POINT 'E': THENCE NORTH 02'56'29· WEST, 12.49 FEET TO THE TERMINUS OF THIS DESCRIBED CENTER LINE. THE SIDELINES OF WHICH ARE TO BE LENGTHENED OR SHORTENED AS NEEDED TO INTERSECT EACH OTHER AT ALL ANGLE POINTS AND THE NORTH, EAST. SOUTH ANO WEST LINES OF AFORESAID LOT A. 20131223001414.028 Order: Non-Order Search Doc: KC:2013 20131223001414 Page 28 of 28 Created By: bloedel Ptinted: 4/3/2014 6:58:33 AM PST . u . ~ l, ;_, ........ : ,·ut '.c-:r;'! : .. ,,, u. :).. :I .~X ·, · "t~ ,. i .. , I • , •• r•· ··,• · "·, '" .!' ,., ... -.n <' .. t .. i.,'.•l:1·.• 1".I ••." •. ','••\/ ·ii.,~. ~i .. ,,;,~,.)i 1 ·)i 'l,'ji)¥1,,.).f" !,{ht~/-',,,.,.-, .1. IJ . .__/il I ":.V' ..,f. 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'', .,'·'. ,• "".·., .... --: : -ii_-~-! t,.~-. --.. ·,r· .. -;,(.:-; .. •' ' '~ .... .r~:: • .. ·, .. ·' .. ~ l I 'c- a, -= = = .n ~ = = <"" After recording pleaee retLm lo Qwes!W\reless, LL C 450 110111 Ave NE, Room 209 Bal<MJe,WA98004 e Attn Regional Real Estato Coo<d,nator Type cl Documont MEMORANDUM OF THE OPTION AND SITE LEASE AGREEMENT s,te lden1dk:abon SEA291A Landlold Tenant Ma1llel-MIJlr Asso<>atos, a Washmgton general par!nershlp Qwest Wireless, L L C, a Delaware llflllled liabd1ty ecmpany e Leg,al Desotlptlon THAT PORTION OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 29, TOWNSlilP 23 NORTH, RANGE 5 EAST, W M, IN KlNG COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS BEGINNING AT THE SOUTHEAST CORNER OF SAID SUBOIVISION, THENCE NORTH 0'54'30" EAST ALONG THE EAST Lil'E OF SAID SUBDIVISION 361 37 FEET TO A LINE 30 FEET SOUTHER\. Y AND PARALLEL WITH THE CENTERLINE OF I G CARR REVISION ROAD (SOUTHEAST 174 ™ STREET) AS DESCRIBED IN INSTRUt.lENT RECORDED UNDER AUDITOR'S FILE NO 1598785, THENCE NORTH 79"41' WEST ALONG SAID PARALLEL LINE 454 Bil FEET TO AUNE PARALLEL WITH AND 450 FEET WEST OF SAID EAST LINE, THENCE SOUTH 0'54'30" WEST PARALLEL WITH SAID EAST Lil'E TO Tl£ SOUTH LINE OF SAID SUBDMSION, TIENCE NORTH 116'01' EAST ALONG SAID SOUTH LINE 451 64 FEET TO THE POINT OF BEGINNING, EXCEPT THAT PORTION LYING EAST OF THE WEST LINE OF BENSON ROAD AND LYING SOUTH OF THE NORTH LINE OF SOUTHEAST 176"' STREET Q G CARR ROAD) AS SAID WEST LINE AND SAID NORTH LINE WERE ESTABUS/£0 BY DEED RECORDED UNDER AUDITOR'S FILE NO ~. EXCEPTTH,\T PORTION THEREOF CONVEYED TO THE STATE OF WASHINGTON FOR HIGHWAY BY DEED REcoruJEO UNDER AUDITOR'S ALE NO 7410310279, EXCEPT THAT PORTION WITHIN SAID S\J80MSION DESCRIBED AS FOLLOWS BEGINNING AT THE SOUTH QUARTER CORNER OF SAID SUBDMSION, THENCE SOVTH 58'<43'01" WEST ALONG THE SOUTH LINE OF SAID SECTION 368 01 FEET, THENCE NORTH 3"11'59" WEST 50 FEET, 11-IENCE WESTERLY ALONG A CURVE TO THE RIGHT WITH A RADIUSOF30617 FEET 452BFEETTOTHETRUE POINTOF BEGINNING. THENCE NORTH 1'43'ti"E'AST18468 FEl:T, THENCE NORTH 88'16'44"WEST 263 FEET TO THE NORTHERl Y MARGIN OF I G CARR ROAD, THENCE =::r~RLYALONGTHEMARGIN33BB2FEETT0THETRUEPOINTOFBEGINN'ORl8IN Parool ID 292305 9125 MEMORANDUM OF THE OPTION AND SITE LEASE AGREEMENT THIS MEMORANDUM OF THE 0~ AND SITE LEASE AGREEMENT (this "Memorandum") 1s entered mto as of the day of IAJr1:C..tf:::: , 200.P, I between Ma1llet-Mu1r Associates, a Washington general partnership, (•Landlord"), whose address 1s 10700 SE Carr Rd, Renton WA 98055, and Qwest Wireless, L L.C, a Delaware limited hab1hty company, whose address 1s1860 Lincoln, 1411> floor, Denver, Colorado 80295, ("Tenant") SITB # SBA291A-Ma1llet-M.u1r Asaoc1ates Property MEMORANDUM I ... en .... c:::, <::> = ..,., .... c:, c:, "" --• Recitals A. Landlord has a fee simple interest in the real property descnbed on Exhibit A attached hereto and incorporated herein by this reference (the "Property") B Landlord~d Tenant are parties to the Option and Site Lease Agreement, dated 'j}l}j . U , 2001 (the "Lease") C Pursuant to the Lease, Tenant has the nght, exercisable 1n rts sole d1screbon, to lease the real property descnbed on Exhibit B attached hereto (the 'Site") D Further, pursuant to the prov1S1011s of the Lease, Landlord and Tenant have agreed to execute and record a memorandum of the Lease as set forth herein. E Any capitalized term used m this Memorandum which 1s not defined m this Memorandum has the meaning set forth for such term m the Lease Agreement NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which 1s hereby acknowledged, Landlord and Tenant hereby agree as follows. 1. 2 3 4. Lease Landlord grants to Tenant a nght. exercisable 1n Tenant's sole d1saet1on, to lease the Site, together With the right of ingress and egress thereto, pursuant to the terms and cond 1bons of the Lease Tum!.. The initial term of the Lease, if exerC1Sed, will be fffteen (15) years, commencing no later than January 31, 2002, unless agreed otherw1se 1n wntmg by the parties Option to Renew Tenant has the nght to renew the term of the Lease for two (2) addrtional terms of five (5) years each Other proyis1ons Toe terms of this Memorandum are not intended to vary with the terms and cond1bons of the Lease ThlS Memorandum 1s subJect to all of the terms and conditions of the Lease, and any amendments, renewals, or extensions of the Lease In the event of any conflict between the provisions of this Memorandum and the prov1s1ons of the Lease, the Lease shall control SITE# SBA291A-Ma1l1et-Mu1r .......,..., Property MEMORANDUM 2 C" -·= --e IN WITNESS WHEREOF, Landlord and Tenant have executed this Memorandum as of the date first set forth above LANDLORD Maillet-Muir Associate11 JohiJ.,M:~ STATE OF WASHINGTON COUNTY OF K,rl& ) )ss ) TENANT Qwest Wireless, LL.C., a Delaware limited habil1ty com~ By ~A..~~8"'µ{ ,, Its Vice President Ne!wodc Operations I certify that I know or have satisfactory evidence that Don Muir 1s the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authonzed to execute the instrument and acknowledged It as the of Ma1llet-Mu1r Associates, a Washington general partnership, to be the free and voluntary act of such party for the uses and purposes mentioned tn the instrument ,,2t;o/ ~·--... ~ 4i~ r·~"~-~~... -=::: .. : .• o"' f.t,O·. '" . \ t:i § / ~OTAf:/i, \ c N.t1rA-#m'£./,6e-/C...... ! • : ... ~ : • S 1tle) ~-.*~ell~~~/~ J My appointment expires tl'l,4.a/1 8', ~/ ,;'l·~;·,CH a, ,•'..,.~~.,l ....._oiw;.:s~~~ '-':no_,-.- SITE# SEA291A-Mm11ct-M111r Anoeu11cs PIOperty MEMORANDUM 3 r-= -4 = = = U") "" -= ~ = = "" e STATE OF COLORADO ) ) ss COUNTY OF A,.,b.hf ) ; e On th1s~lt. day of 14 , 2001, before me personally appeared 4a:,,.. An~·,·c:...,P/-, to me known to be the \I. ~ 1k;two4: ~ 11fu+:: of Qwest Wiree s, LL C , a Delaware limited liability company executed~ wrthm and foregoing instrument, and acknowledged the said instrument to be free and voluntary act and deed of said company, for the uses and purposes therein mentioned, and on oath stated that he/she was authonzed to execute said instrument In wrtness whereof, I have hereunto set my hand and affixed my off1c1al seal the day and year first above written ' -- J~ial) SITE# S£A291A-Matl1et-Mun A&soc1ates Property MEMORANDUM Dated _J:~:AA-~-~fi~--• 2001 No~hc1n and for the State of Colorado, Residing at f:i~e County My commission expires· 9,il,J,,3 4 I~ I ::§: ! C"I e e EXHIBIT A Description of Landlord's Property Legal Descnpbon PARCEL A' THAT PORTION OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 29, TOWNSHIP 23 NORTH, RANGE 5 EAST, W M , IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS BEGINNING AT THE SOUTHEAST CORNER OF SAID SUBDIVISION, THENCE NORTH 0°54'30'' EAST ALONG THE EAST LINE OF SAID SUBDIVISION 361 37 FEET TO A LINE 30 FEET SOUTHERLY AND PARALLEL WITH THE CENTERLINE OF I. G CARR REVISION ROAD (SOUTHEAST 174TH STREET) AS DESCRIBED IN INSTRUMENT RECORDED UNDER AUDITOR'S FILE NO 1598785, THENCE NORTH 79°41' WEST ALONG SAID PARALLEL LINE 454 89 FEET TO A LINE PARALLEL WITH AND 450 FEET WEST OF SAID EAST LINE, THENCE SOUTH 0'54'30" WEST PARALLEL WITH SAID EAST LINE TO THE SOUTH LINE OF SAID SUBDIVISION, THENCE NORTH 86°01' EAST ALONG SAID SOUTH LINE 451 64 FEET TO THE POINT OF BEGINNING, EXCEPT THAT PORTION LYING EAST OF THE WEST LINE OF BENSON ROAD AND LYING SOUTH OF THE NORTH LINE OF SOUTHEAST 176TH STREET (I. G CARR ROAD) AS SAID WEST LINE AND SAID NORTH LINE WERE ESTABLISHED BY DEED RECORDED UNDER AUDITOR'S FILE NO 5284856, EXCEPT THAT PORTION THEREOF CONVEYED TO THE STATE OF WASHINGTON FOR HIGHWAY BY DEED RECORDED UNDER AUDITOR'S FILE NO. 7410310279, EXCEPT THAT PORTION WITHIN SAID SUBDIVISION DESCRIBED AS FOUOWS· BEGINNING AT THE SOUTH QUARTER CORNER OF SAID SUBDIVISION, THENCE SOUTH 86°48'01"WEST ALONG THE SOUTH LINE OF SAID SECTION 368 01 FEET, THENCE NORTH 3°11 '59" WEST 50 FEET, THENCE WESTERLY ALONG A CURVE TO THE RIGHT WITH A RADIUS OF 308 17 FEET 45 28 FEET TO THE TRUE POINT OF BEGINNING, THENCE NORTH 1'43'6" EAST 184 68 FEET, THENCE NORTH 88'16'44" WEST 263 FEET TO THE NORTHERLY MARGIN OF I G CARR ROAD, THENCE SOUTHEASTERLY ALONG THE MARGIN 338 82 FEET TO THE TRUE POINT OF BEGINNING PIO (Property ldent1f1cabon Number) 292305 9125 Also known as 10700 SE Carr Rd Renton WA 98055 SITE# SEA291A-Ma1net-Mu1r Auoctatcs Property 4A MEMORANDUM ..... en .... = = = ...n e EXHIBIT B Description of Site -- NOl'OIIE.II USltlU'I" 1 """""....,.. ~ PROPOSED PROJECT AFEA SEE@ ~~~'81-l ___ ll _________________ _ SJTB# SBA291A-Ma1ltct~u.-AssOClalel Property Ml'MORANDUM 5 • • 20040819000541.001 Return Address: Spnnt Spectrum LP Sprint Contracts and Performance MIS KSOPIIT0101-Z2650 ~J~~,1111111111 FENTON CONSULT AG 29 II 6391 Sprint Parkway Overland Park, KS 66251-2650 PAuee1 01:-jih ea, 11211,4 es 11 ~I COUNTY, 11A Pleae print or Jllfomuadn HIN TE WAS GTON STA RECORDER'S C over Sb eet (RCW6l04) Document Title(s) (ortrnnsactIODScontamccl therem) (all m-eas apphcabk: to:ioordoooment !!!lW be filledm) 1 Memonmdum or Asstggmmn and A§S!m~JQD 2 3 4 Reference Nnmber(s) of Documents migned or released: SE63XC308 AddJllOnal 1el'c,cnce #'son page __ of document Grantor(s) (Last name, first name, 1mllals) 1 Owcst Wireless LLC ' 2 Addlbonal names on page __ of document Grantee(s) (Last name first. then first name and 1lllbals} 1 Smmt Soectrum L f ' 2 - Addittonal names on page __ af document Legal description (abbrevtated I c lot, block, plat or sec11on, township, range} S!1 '6 of SE '6 !l!: Sccbon 22, ll!N RSE Addtttonal legal is on page EXHIBIT A of document Assessor's Property Tax Parcel/Account Number 2923Q:l·9125-06 0 Assessor Tax # not yet 8SS1gncd The Auditor/Recorder will rely on the mformatton provided on the fonu The staff will not read the docummt to w.n1\r the a="""' or com"""=ess of the lllfonnatton nrmnded hel'elll I am requesting an emergency nonstandard recordmg for an additional fee as provided in RCW 36 18 010 I understand that the recordmg processtng requirements may cover up or otherwise obscur~rofthe text of the origi~ document ~-€2 Signature of Requesting Party • After recording please return to Sprint Spectrum L.P. Sprint Comracts and Perfonnance MIS: KSOPHTOlOl-22650 6391 SpnntParkway Oi!erlandPark, KS 66251-2650 STATEOF COUNTYOF Waslnngton King ) ) ) MEMORANDUM OF ASSIGNMENT AND ASSUMPTION AGREEMENT 20040819000541.002 Tius Memorandum of Assigmnent and AssumptJ.on Agreement (the "Assignment Memorandum") is made and entered into as of tins 4th day of J1U1c, 2004, by and between QWEST WIRELESS, L.L.C., a Delaware limited hab1lity company with an office located at 1801 California Street. 52nd Floor, Denver, Colorado 80202 (the "Assignor''), and SPRINT SPECTRUM L.P., a Delaware hmited habtltty company with an office located at 6391 Sprint Parkway, Overland Park, KS 66251-2650 WITNESSETH WHEREAS, Assignee has acqwred telecommurucations towers and certam related assets of Assignor m several states m which Assignor does business, pursuant to a transacuon mvolvmg an Asstgnment and Asswnptton Agreement (the "Assignment and Assumption Agreement") of even date herewith. SEA291 • 20040819000541.003 WHEREAS, pursuant to the Assignment and Assumption Agreement, Assignor assigned and Assignee accepted and acquired that certam site lease, hcense, easement or sllllllar agreement roore particularly described on Exhibit A attached hereto and mcorporated herein by tins reference (the "Source Document") affectmg the property and/or the prellllSes more particularly described on Exlnbit A-1 attached hereto and incorporated herem by this reference (the "Property"), an interest in a porllon of which was conveyed to Assignor pursuant to the Source Docll!llent (the "Prcnuses''); WHEREAS, the Source Document, if recorded, is more parllcularly described on Exlnb1t :e_ attached hereto and incorporated herem by this reference, WHEREAS, by vutue of the Assignment and AssumptJ.on Agreement, Assignee has succeeded to alt the nghts and obhgallons (accrumg from and after the date hereof) of the Assignor under the Source Document and the terms, covenants and provisions of the Source Document extend to and are bmding upon the respecllve successors and assigns of Assignor and Assignee; WHEREAS, to the extent a consent or other approval of the lessor, landlord, It censor or grantor. under the Source Document was rcqwred by the Source Document, Assignor has obtained such consent or approval; and WHEREAS, Assignor as lessor, landlord or licensor has leased or licensed tower space on the telecommunications tower located on the PrellUscs and/or ground space next to said tower to the lessee(s), tenant(s) or hccnsee(s) descnhed in that (those) certam lease or license agreement(s) more parllcularly descnbed on Exh1b1t C attached hereto and incorporated herem by this reference (the ''Tower Lease(s)''); NOW THEREFORE, Assignor and Assignee, in cons1derat1on of the premises, and other good and valuable cons1deration, the receipt and sufficiency of wluch arc hereby acknowledged, do hereby acknowledge as follows. SEA291 20040819000541.004 1. Pursuant to the Assignment and AssumptJ.on Agreement, Assignor unconditionally granted, sold, conveyed, assigned, transferred, set over and delivered the Source Document and the Tower Lease(s) unto Assignee, to have and to hold forever, subject to the terms oftbeSource Document. 2. Assignee accepted such assignment and agreed to assume all of the obhgatJ.ons of Assignor accruing from and after the date hereof for perfonnance of all of the terms, conditions and covenants of Assignor as lessee, tenant, easement holder, or otherwise under the Source Document, mcludmg the obhgallon to pay rent, and all of the obligations of Assignor accruing from and after the date hereof for performance of all of the terms, conditions and covenants of Assignor as lessor, landlord or hcensor under the Tower Lease(s). 3 Assignor hereby acknowledges that the telecommurucations tower structure and related facihties and eqmpment located on the Premises demised under the Source Document ( except for the Excluded Assets, which includes Assignor's Equipment, as defined below -note these terms are not defined) has been granted, sold, conveyed, assigned, transferred, set over and delivered to Assignee under the Assignment and Assumption Agreement. 4. Tlus Assignment Memorandum ts mtended to give record notice of the Assignment and Assumption Agreement and of the nghts created thereby, all of which are hereby 11ltified and confirmed mall respects by the parties hereto. 5 Copies of the Assigmnent and Assumption Agreement and the Source Document are on file m the offices of Assignor and Assignee rn WITNESS WHEREOF, the parties hereto have executed this Memorandum of Assignment as of the day and year first wntten above. SEA291 [ remainder of page mtenttonally left blank; signature pages for both Assignor and Assignee follow J 20040819000541.006 ASSIGNOR a Delaware Title O,rector, Wireless Network ACKNOWLEDGMENT STATE OF Anzona ) ===-----) COUNTY OF Mancopa ) ur• On the _7_ day of June m the year 2004, before me, the Wlderstgned, personally appeared Ken Frensley, personally known to me or proved to me on the bws of satJsfactory evidence to be the md1v1dual(s) whose name(s) is (are) subscribed to the withm mstrument and acknowledged to me that he/she/they executed the same m h1s/her/the1r capac1ty(1es), that by his/her/their s1gnature(s) on the mstrument, the md1v1dual(s), or the person upon behalf of which the md1v ual(s) ed, executed the mstrument, and that such mdJvidual made such appearan re th ders1gned. (Notanal Stamp/Seal) SC!A 2"1 l My comm1ss10n expires· March 31, 2008 • • ASSIGNEE SPRINT SPECTRUM ACKNOWLEDGMENT STATE OF r aJ1£o.,wo,.... COUNTYOF~&o,_~ 20040819000541.006 Delaware On the \~ da of e year 2004, before me, the undersigned, personal! y appeared , personally known to me or proved to me on the bas1s of sa fact evidence to be the md1v1dual(s) whose name(s) 1s (are) subscribed to the w1thm mstrument and acknowledged to me that h"1she/they executed the same m his/her/theu capac1ty(1es), that by h1s/her/theu s1gnature(s) on the mstrument, the mdividual(s), or the person upon be of which the mdiv1dual(s) acted, executed the mstrument, and that such md1v1du ade such appearance before the unde1s1gned Not My com1mss10n expires ___ _ ExlubitA Source Document 20040819000641.007 Option and Site Lease Agreement (Site Identification No. SEA291) by and between Maillet- Muir As:ioc1ates ("Landlord") and Qwest Wireless, L L.C., dated January 20, 2001, for the Site located at 10700 SE Carr Road, Renton, Washmgton 98055. SEA291 Exlnb1tA-l Legal Descnptioo of Prenuses As set forth m Attachment "A" attached hereto and incorporated herc:m by thts reference. Also known as: 10700 SE Carr Road, Renton, Waslnngton 98055 SEA291 20040819000541.008 . . . . • .' 20040819000541.009 • • EXHIIBIT A Description of Landlord's Property Legal Description PARCELA: THAT PDRTION OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 29, TOWNSHIP 23 NOR™, RANGE 5 EAST, W M, IN KING COUN'TY, WASHINGTON, DESCRIBB) PS FOLLOWS BEGINNING AT THE SOUTHEAST CORNER OF SAID SUBDMSION; THENCE NORTH 0'34'30" EAST ALONG THE EAST LINE OF SAID SUBDIVISION 381 37 FEET TO A LINE 30 FEET SOUTHERLY AND PARALLEL Wllll THE CENTERLINE OF I G CARR REVISION ROAD (SOUTHEAST 174™ STREET) AS DESCRIBED IN INSTRUMENT RECORDED UNDER AUDITOR'S FILE NO, 1588785, THENCE NORTH 79"41' WEST ALONG SAID PARAU.EL LINE 454.88 FEET TO A LINE PARALLEL WfTH AND 450 FEET WEST OF SAID EAST LINE, THENCE SOUTHO'M'30" WEST PARALLEL WITH SAID EAST LINE TO THE SOUTH LINE OF SAID SUBOMSION, ll1ENCE NORTH 86'01' EAST ALONG SAID SOUTH LINE 451 64 FEET TD THE POINT OF BEGINNING, EXCEPT THAT PORTION LYING EAST OF THE WEST LINE OF BENSON ROAD AND LYING SOUTH OF THE NORTH LINE OF SOUTHEAST 176™ STREET (I G CARR ROAD) M SAIO WEST UNEAND SAID NORTH LINE WERE ESTABLISHED BY DEED RECORDED UNDER AUDITOR'S FILE NO. 5284856, EXCEPT THAT PORTION THEREOF CONVeVEll TO THE STATE OF WASHINGTON FOR HIGHWAY BY DESO RECORDED UNDER AUDITOR'S FILE NO, 7410310279, EXCEPT THAT PORTION WITHIN SAID SUBOIVISION DESCRIBED AS FOLLOWS· BEGINNING AT THE SOUTH QUARTER CORNER OF SAID SUBDIVISION, THENCE SOUTH 86'48'01"WEST ALONG THE SOUTH LINE OF SAID SECTION 368.01 FEE"T, THENCE NORTH 3'11'59" WEST 50 FEET; THENCE WEsreRLY ALONG A CURVE TO THE RIGHT WITH A RADIUS Of' 30817 FEET~ 28 FEET TO THE lRUE POINT OF BEGINNING, THENCE NORTH 1'43'8" EAST 1114.88 FEET, THENCE NORTH 86'16'44" WEST 263 FEET TO THE NORTHERLY MARGIN OF LG CARR ROAD; THENCE SOUTHEASTERLY ALONG THE MARGIN 338.82 FEET TO THE TRUE POINT OF BEGINNING. (Fu1uftl plans tor lot line adjustment may adjust the said legal description of Parcel Al Also known as: 10100 SE carr Road Renton, WA 980515 12 • 20040819000641.010 ExlubttB Recordmg Information For Source Document Not recorded at King County Waslungton Recorder's office SEA291 • NIA SEA291 Exlub1tC Tower Lease(s) 20040819000541.011 . , • AFTER RECORDING RETIJRN TO: Hooke< Wokcficld & Fcilbcrg, P.S. 32 I Fir.il Avenue Wesl Scottie, WA 98119 • WIIOOllllllllilll 20130913002677 CHICAGO TITLE DT 86.N PAGE-801 OF 914 89/13/2913 16:18 KING COIJNTY, UA CONSTRUcnON DEED OF TRUST Rcfcm,ce # (if applicable):. Granlor(s): Gran1cc(s): (I) TVC RENTON CO. WA., L.L.C. (I) ThePrivalCBank and Trust COPlplUly Legal lx$crip1ion: Poree! A: Por of SE % of SW %~ AKA Parcel A of King Counly Boundary Line Adjustment No. S91L0069,ApprovedApril 19, 1991 Asscosor's True Partcl I.D. #: Pan:cl A: 29230S-9125; THIS DEED OF TRUST is doled Sq>1cmbcr a 2013, among TVC RENTON CO. WA., LL.C., a Michigan Llmirc<l Liabili1y Company ("Granlor"); wh°"" mailing oddrcss is S7S7 West Maple, Suile 800, West Bloomfield, Michigan 48322; ThcPrivntcBnnk and Trust Company, an Illinois stale chartered bank (referred to below sometimes us "Lender" and somt1imcs os "Bcnoficio,y"), whose mailing addres.s is 38505 Woodward Avenue, Suite 1300, Bloomfield Hills, Michigan 48304; 11n<l Hecker Wakefield & Feilbcrg, P.S., whose msilins addres.s is 321 First Avenue Wesl, Seattle; WD.ihington 98119 (referred 10 below as .. Trustee'"). CONVEYANCE AND GRANT. Far valuable consideration, Grantor conveys to Trustee in trust with power ofsal~ right of entry and possession and for the benefit of Lender as Beneficiary, all of Grantor's righl, title. and interest in and lo lhe following dc:;cribcd raal property, togechcr with oil Q.isting or subsequently erected or affixed buildings, improvancnls and fixtures; all casements, rights of wuy, and appuncnunccs; all water, water rights and ditch rights (including stoclt in utilidcs with ditch or irrigation rights}; and aU otha-rights. royalties:, nnd profit! relating to the real property, including withoul limi1ation all minerals, oil, gas, gcothcnnal and similar mattcn, (the "'Real Property'") located in Kina County, State of Washington: CONSTRUCTION DEED OF TRUST -I BHOl\l889187.2 lDICKO • l02l90IOOS6 • • PARCEL A: LOT A, Kl NG COUNTY BOUNDARY LI NE AOJUSTllENT NUMBER S91 L0069, RECORDED UNDER RECORDING NUIIBER 9104261602. IN KING COUNTY, WASHINGTON; INFORMATIONAL NOTE: THE TAX ACCOUNT NUMBER FOR LOT A IS 292305-9125-06. PARCEL 8: AN EASEMENT FOR I YPROVEIIENT, USE AND MAI NTENANCE FOR I NGRESS. EGRESS, Cl RCULATI ON AND LANOSCAPI NG, AS ESTABll SHED BY I NSTRUMENT RECORDED UlllER RECORDING NUIIBER 9009170443. PARCEL C: AN EASEIIENT FOR SEWER LI NE AS ESTABLISHED BY I NSTRlRfENT RECORDED UND£R RECORDING NUMBER 9009170444, FOR THE BENEFIT OF LOT A OF SAi D BOUNDARY LI NE ADJUSlllENT. PARCEL D: THOS£ CERTAI N EASEMENT RIGHTS FOR PEDESTRI AN AND VEHI CIJlAR I NGRESS AND EGRESS AS ESTABLI SHED BY THAT CERT, N RECI PROCAL EASEIIENT AGREEYEtlT RECORDED UNDER RECORDING NUMBER i2;0(ff"'z ,300..<67S The Real Property or its addresses ure commonly known as: The Real Property Tax Idendfication Numbers are: I 0660 S.E. 176" S1ro1:t, Renton, WA 98055 and part of I 0635 S.E. 174"' Stn:c1, Renton, WA 98055 292305-9125 (Parcel A) end Pun of292305-9042 (Porccls B, C and 0) Gmntor hereby usigns a security to Lender, oll of Grantor's righ~ title, and intc:n:st in and to ell Leases, Rents, and profits of the-Property. This assignment is recorded in accord4ncc: with RCW 66.08.070; 1he lien CJCl'Jtcd by this aS!ignmcnt is intended to be: specific, perfected and choatc upon the recording of this Deed of Trust. Lender grants to Grontor n license 10 collect the Rents and profits. which liCCflSf;: may be revok~ at Lender's op<ion and shall be automatically revoked upon DCCelcnnion of all or part of the Indebtedness. ln addition, Grantor grants to Lender .a Uniform Commercial Code sccurity inccre:st in the Personal Property and Renu. THIS DEED OF TRUST, INCLUDING THE ASSIGNMENT OF RENTS ANO THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS ANO (B) PERFORMANCE OF ANY ANO ALL OBLIGATIONS UNDER THIS DEED OF TRUST. THIS DEED OF TRUST, INCLUDING THE ASSIGNMENT Of RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, IS ALSO GIVEN TO SECURE ANY AND ALL OF BORROWER'S OBLIGATIONS UNDER THAT CERTAIN CONSTRUCTION LOAN AGREEMENT BETWEEN BORROWER ANO LENDER OF EVEN DATE HEREWITH. ANY EVENT OF DEFAULT UNDER THE CONSTRUCTION LOAN AGREEMENT, OR ANY OF THE RELATED DOCUMENTS REFERRED TO THEREIN, SHALL ALSO BE AN EVENT OF DEFAULT UNDER THIS DEED OF TRUST. THIS DEED OF TRUST IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS. CONSTRUCTION DEED OF TRUST· 2 BHOl\1889187.2 IDICllO • I 02190'0056 T • GRANTOR'S REPRESENTATIONS AND WARRANTIES. Granror wamints thut: (a) this D=I ofTrust is ei<ocutcd ot Borrower's request nnd not u.t the request of Lender, (b) Grantor has the full power, right, and authority lo cnto-into this Deed or Trust and to hypothecate the Property; {c) the pl"Qvisions of this Deed of Trust do not conflict with, or rcsull in a default under any arirecmcnt or other instrument binding UJ)On Gnmtor and do no, result in a violation of any law, regulation, oourt dCQ'CC or order npplicable to Gran1or; (d) Gro.nior has established adequate. means of obtaining from Borrowa-on u continuing basis information aboul Borrower's financi;;il condition; and (e) Lender has made no representation to Grantor about Borrower (including without limitation the creditworthiness of borrower). GRANTOR'S WAIVERS. Gruntor waives all rights or defenses mising by reason of any .. one action" or "'anti.Jcticicncy .. law, or imy other law which may prevent Lender from bringing any action agatnst Grantor, including a claim for deficiency to lhc extent Lender is otherwise entitled to a claim for deficiencyt before or after Lender's commcnccmou or completion of any foreclosure action, either judicially or by exercise of a power of sale. PAYMENT AND PERFORMANCE. Exc<p< a, otherwise provided in this D=1 ofTrust, Borrowe,-shall pay to Lend<r all Indebtedness secured by this Deed of Trust as it becomes due, and Borrower W1d Granter shall perform all their respective obligations under 1he Note, this Deed of Trust, and the Related Documents. CONSTRUCTION MORTGAGE. This Deed ofTrust is a "construdion mortgage" for the purposes of Sections 9-334 nnd 2A•309ofthc Unifonn Commercial Code, as those sc:dions have been adopted by the Stale of Washington. POSSESSION AND MAINTENANCE OF THE PROPERTY. Borrowa-and Granto, agree that Borrower's and Grantor's possession and use of the Property shall be govcmcd by the following provisions: Possession and Use. Until the OCCUITence of en Event of Default, Grenlor may (I) nmain in possession and control of the Propeny; (2) use, operate or manage the Properly; and (3) collc:d the Rents from the Property (this privileac is a license from Lender to Gmntor automatia.lty revoked upon default). The following provisions rdatc to the use of the Property or to other limitations on the Property. The ReaJ Property is not used principally for agricultural purposes. Duty to Maintain. Grantor shall maintain the Property in 1cnantuble c:ondition and promptly perform all repairs, replac:emcnts. and maintenance ncocssary to prcsc:vc its value. Compllanco With Envlronm,ntal Laws. Grantor represents and warrnnts to Lender that: (I) During the period of G11111tor's ownership of the Property, there has been no use. gt:nt":ration, manufacture, storage trcabncnt., disposal, release or thl'Ctl.tcntd release of any Hnzardous Substance by any person on, under, about or from the Property; (2) Gnn1or haJ no knowledge Qf, or reason to believe that there has bec1, except as previously disclosed to and acknowledged by Lend« in writing. (a) any brcu.ch or violntion of any Envirvnmcmal Laws, (b) any use, generation, manufacture, storage. treatment, disposal. release or thrc.itcned n:lense of any Hazardous Substance on. under, about or from the Property by any prior owners or occupo.nts of thc Property, or (c) any actual or threatened litigation or cloims of any kind by any person rcla1ing lo aic:h manors; and (3) Except us previously di,olo,cd to and acknowledged by La,dor in writing, (a) ncithcr Granto, nor any tenant, contractor, Bgi.!nl or other nulhorized user of the Property shall use, gcncrntc, manufacture, Slore, treat, dispose of or release any Haznrdous Substant:e on, unda-, about or from t:he Property, and (b) o.ny such activity shall be conducted in compliance wilh all appliicDblc fc:dcra.l, state, and local Jews., regulations and ordim1ncc:s 1 including without limitation all Environmental Laws. Grantor authorizes Lender and its agents to enter upon th,e Property to make sucli. inspections and tests, al Grantor's expense, os Laidcr may deem appropriate to dccennine compliance of the Property with this section of the D«d of Trus1, Any Inspections or tests made by Lender shall be for Lender's purposes only and shall not be construed to create any responsibili1y or liability on the part of Lender to Grnntor or 10 any other person. The represcr11a1ions and wammties contained herein nrc based on Grantor's due diligence in inves1iga1ing the Property for Hu.ardous Substances. Gtantor hereby (I) releases and waives nny ftltlJre claims against Lender for indemnity or conuibution in the event Granlor becomes liable for cleanup or other costs under any such laws; and (2) agrees 10 indemnify, defend, and hold harmless Lender against any and 1111 claims, losses, liabili1ics. damag~ penalties,. and expenses which Lender may directly or indircc::tly sustain or S\lffcr resulting from II breach of 1his section of the Deed of Trust or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release occuning prior to Grantor's ownership or intc;:rcst in the Property, whether or not the same was or should have been known 10 Gnmlor. The provisions of lhis section of the Occd of Trust, including the obligalion to indemnify und defend, shall survive the paymcnl of the lndcbtcdnas and the salisfaction and f'l:(:(!Qveyancc of the lien of this QC1..,"(J. of Trust and shall not be affected by Lender's acquisition of any interest in the Pr0pc:rty, whether by foreclosure: or otherwise. CONSTRUCTION DEED OF TRUST· 3 DHOr\18891872 lDICKO. 102t'lOI0056 Nuisance, Waste. Granlor shall not cuusc, conduct or permit any nuisance nor commit, pennit, OI' suffer ooy stripping of or wns1c on or to the Property or MY portion of the Property. Without limiting the generality of the foregoing, Grantor will not remove, or grant 10 any other party the right 10 remove. any 1imbc:r, minerals (inch1ding oil and gas), coal. clay, scoria. soil, grovel or rock products without Lender's prior written consent. Removal of lmprov~ments. Grantor shall not demolish or remove any Improvements from the Rc:sl Property wi1hou1 Lcnda's prior written consent. As a condition to the removal of any Improvements. Lender may require Granter 10 mnke arrangements :SDlisfoctory to Lender to replace such lmprovcmcnts with lmprovcmcnlS of at least equal value. Le,nder's Right to Enter. Subject 10 the rights of Washington CVS Phannacy, L.L.C .• a Washington limited liability company ("Tenant") undcr its Ground Lease with Granter dated on or about lhe event date herewith (the "lease"), Lender nnd Lender's agents and representatives may enter upon the Real Property at oil reasonable times to auend to Lender's interests and 10 inspect the Reol Property for purposes of Grantor's compliance with the tC!ffls and conditions of this Deed ofTrust. Compliance with Governmental Requirements. Grontor shiill promptly comply, and shalJ promptly cause compliuncc by all agents, tenants or other persons or en.titles of every nature whatsoever who rent. lease or otherwise use or occupy the Property in any manner, with all laws. ordinances, and regulations, now or hereafter in effect, of all govanmental authorities applicable to the use or occupancy of the Property, including without limitolion. the Americans With Disabilities Act. Gro,uor may contest in good faith any such law, ordinance,. or regulation and witl,hold compliance during any proceeding, including apptopriarc appeals. so long as Grantor has notified Lender In writina prior to doing so and so long u, in Lender's sole opinion, Lender's interests in the Ptvperty an:: not jeopardized. Lender may require Granter to post adequate security or o s\ircty bond, reasonably sarisfuctory to Lender, to protect La1dcr's interest. Duty to Protect. Granlor agrees neither to abandon nor )cave unattended the Property. Grantor shall do all other ocis, in addition lO those acts set forth above in this section. which from lhc character and use of lhc Property are reasonably necessary to protCCI and preserve the Property. Construction Loan. If some or all of the proceeds of tbc loan aeating the Indebtedness are to be used to construct or complete construction of any Improvements on the Property, the Improvements shnll be comp!cted no la1er than lhe maturity dale of the Note (or such earlier dale a, lender may reasonably establish) and Grantor shall pay in fuU all costs and expenses ln conncct:ion with the work. Uflder will disburse loan proceeds under such terms and conditions as Lender may deem reasonably necessary to insure that the interest created by this D=l ofTrust ,hall have priority over all possible liens, including those of material suppliers and workmen. Lender may require, ornon& other things, that disburgment requests be supported by m:cipted bills. cx.pcnsc affidavits, waivers or releases of liens,, consrruction progress reports, and such other documentation as Lender may l"QSOOably request. DUE ON SALE -CONSENT BY LENDER. I.ender may, at Lender's option, (A) declare immediately due and payable oil sums secun.'ll by this Deed of Trust or (B) increase lhe interest rate provided for in the Note or al.her document evidencing the Indebtedness and impose such other conditions es Lender deems appropriat~ upon the sale or transfer, without lender's prior written conscnl, of all or any part of the Real Property, or any interest in the Rea.I Property. A "sale or transfer'' means the conveyance of Real Ptoperty or any right, titli: or interest in the Real Property. whdhcr legal, beneficial or equitable.; whether voluntmy or involuntary; whdhcr by outright sale, deed, installment :;ale contrnc1, lnnd contract, con1ract for deed, leasehold interest with a term greater than three (3) years (except for the Lease), lease-option contract, or by sale, assignment, CM" transfer of any beneficial interest in or to any land trust holding title to the Real Property. or by any other me1hod of conveyance of an intcrcsc in the Real Property. If any Grantor is a corponuion, pannership or limited liability company~ transfer also includes any change in ownership of more than twenty-five percent (25%) of the voting Slock, panncnhip intcrcsls or limited liability company interests, as the case may be,. of such Granter. However, this option shall not be exercised by Lender ir such exercise is prohibited by federal law or by Washington law. TAXES AND LIENS. The following provisions relating 10 the laxes and liens on the Property an: pan of this Deed or Trust: Payment. Gruntor sh111l pay when due (and in all evenrs prior to delinquency} all taxes, special taxes, ossc:ssmchls, charges (including waler and sewer), fines and impositions levied against or on account of the: Property, and shall pay whc:n due ull claims for work done on or for services rendered or material furnishW to the Property. Gnmtor shall mD.intain the- Property fn.'C' of aU lit..-ns having priority over or equal to the interest of Lt..'fl<lcr un<ler this Deed of Trust. ~x.cq,t for the lien of tnx.cs and llSSCSSmcnts not due and except as otherwise provided In this Dt."t..-d of Trust. CONSTRUCTION DEED OF TRUST -4 BHOl\1889187.2 ID\CKO-10219CNXJ56 • Right to Contest. Grantor may withhold payment of lllly tnx, 11ssessmen1, or claim in connection with a good.faith dispute over the obligation 10 pay, JO long as Lender's interest in lhc Property is not joopnrdizcd. If a lic:n arises or is filed as a rcsull of nonpayment., Grantor shall wilhin fifteen ( 15) days after lhc lien arises or-, if a lien is filed. within fifteen (1 S) da:ys after Gruntor has notice of the filing, secure the discharge of the lien, or ir requested by Lender, deposit with lender cnsh or a sufficient corporate surety bond or other security satisfoctOf)' to Lender in on amount sufficient to discharge the lien plus any costs and .altomeys' fees., or other charges that could accrue as a rcSult of a forcdosure or sale under the lieu. In any con lest, Grantor shall defend itself and Lendc:t and shall satisfy any ad..,en:e judgment before enfoccemcnt against the Property. Grantor shDII name lender as an additional obligee under any surety bond furnished in 1hc contest proceedings.. Evidence of Paymrq:t. Grantor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes or osscssmcnts and shnJJ authorize the appropriate govemmcnu1l official to deliver to Lender at any time a written statancnt oflhc tuxes Md assessments against the Property. Nolfl:1! of Construction. Gnmlor shall notify Lender al least fi ftccn (IS) days before any work is commenced. any services arc furnished, or o.ny materials are supplied to the Property, if any mechanic's lien, matcrialmcn's licn,.or other lien could be asserted on account of the work, scrvi~. or materials. Grantor will upon request of Lender furnish to Lender advance assunmccs satisfactory 10 Lender that Gran tor cc.n and witl pay the cost o I such improvements. PROPERTY DAMAGE INSURANCE. Gmntor will keep n:11 buildings. improvements, fixtures and equipment now or hereafter upon said Property, insured against loss and damngc by fire and the perils covered by extended coverage insurance (including public liability insurance}, and agains1 such other risks and in such amounts, as may from time to time be raiuircd by Beneficiary, and with such insurcr(s) 115 may from time to time be approved by Bcneficiary1 with proceeds 1hereof payable to Beneficiary under a standnrd Beneficiary endorsement thereto as set forth in and subjecc 10 1he tmns of rhe Loan Agreement. and shall concain an agreement by such insun:r(s) that such policy(,) shall not be cam:cllcd or materially c))angcd without at lca>t lhirty (JO) days prior wrincn notice to Beneficiruy. If the Property is located in an area which has been identified by the Secretary of Housing and Urban Development as a flood hazard area and in which flood insurance tw been made available under the National Flood Insurance Act of I 968 (lhe Act), as amended, lhc Grantor will keep lhc Property covered by flood insunmcc up to the muimum limit of covcn:age availt1.blc under the Act, but not in excess of the arnount of the Nole. The policies of all such insurance 11nd all renewals thereof, together with ~ipl5-evidencing payment in full of·1hc premiums thereon. shall be delivered promptly to Beneficiary upon the wrinen request of Beneficiary. In lhe event of loss or damage, the proceeds of said insurance shall be paid to Beneficiary alone and Beneficiary shall have the right to collect, receive and receipt for such proceeds in the name of Beneficiary and Grantor. Should an uncured Event of Default ~ist beyond any applicable notice nnd cure period, Beneficiary is authorized to adjust ood compromise such l<lSs wilhoul the consent ofGrantor. In the absence of an uncured l:\ICl'II of Default beyond nny applicable notice and cure period, Grantor is authorized to adjust and compromise such loss with the prior written consent of Beneficiary. Such procoecl~ shall be :,pplicd toward reimbursement of all cosls nnd expenses of Beneficiary in collecting said procc:cds, and at the Bencficiary1s election, used in any one o, more or the following ways: (a) apply tho same or any part thereof upon the lndcb1cdncss secured hereby, whether such Indebtedness then be matured or unmaturcd, (b) use the same or any pan thereof to fulfill any of the covenants contained herein as Beneficiary may dcicnni~ (c) use the same or any pan lhereof to replace or restore the Property to a condition .satisfactory to the Beneficiary, or (d) release the same to the Gmntor. All of snid policies of insurance shall be hdd by Beneficiary us additional security hereunder and, in lhe evenl of sale of 1hc Proper1y on forc:closu~ the ownership of all policies of insurance and the rig.ht to receive the proceeds of any insurnnce paynble by reason of ony loss lhem:ofore or thereafter occurring, shall pus to lhc purchaser at sald sale and Grantor hereby appoints Beneficiary its attomcyain-,fact, in Grantor's name, 10 ossign and transfer all such policies and proceeds to such purchaser. Notwithstanding the foregoin& in 1he absence of 11.n Event of Default beyond nny applicable-notice and cure period which is not cured al lhe 1lmc: of the casualty or damage Emd at lhe lime insurance proceeds are to be made avallable to Beneficiary under this provision, and, if requested by Grantor in writing. the Beneficiary agrees 10 disburse such insurance proceeds 10 Gruntor or, 10 contract:on employed by Grantor, lcss 11ctual costs. fees and expenses, including reasonable attorneys' fees, if any, incurred by Beneficiary in connection with the Bdjustmcnt of the loss or any ac1ion takeo by Bencficinry in connection wilh the adjustmcnl of the loss or incurred by Beneficiary in connection with any of the requirements of this Scecion 4 (the ··Net Proceeds'"). consiS1ent with CU3tomary prucliccs of Beneficiary in 1hc administration of construction loans and as set forth in the Loan Agrccma,t. for 1he purpose of rcstoro.tion. n.-poir ond rcplncancnt c-Rcstoration··) of 1hc Property 10 the condition and character existing prior to such event giving rise lo po.ymcnt of such proccods, subject to the following: CONSTRUCTION DEED OF TRUST -5 DIIOIIIH89'"7.2 JDICKO • I0ll90I0056 ' • • (o) Grantor shall deliver a detailed budget to Beneficiary, appro-vcd in writing by Grantor's architect or ensillffl', inclusi vc of the en lire cost of completing the Restoration, on a trade by trade basis; (b) lhe Net Proceeds, together with any addilional funds deposited by Gnmlor with Beneficiary, are sufficient, as determined.by an estimate prepared by an independent appraiser selce1ed by Beneficiary, to pay for the ~tire cost of th<: Res1or.uion; (c) Gnuuor shaU commence the Restoration as soon 11$ reasonably pra.cticable, but in no event later than thiny (JO) days ofter such damage or destruction occurs; notwhhmanding lhe foregoing. Granter shall remove debris and otherwise clean and secure the Premises, promptly foUowing any such damage or destruction; (d) Rcstonilion stutll be performed in compliance with all applicable governmental codes. ordinances, statues and requirements (including, without limitation. all applicable Environmental Laws); ( c) From und after 1hc date of the occurrcocc of tl1e damage or de&ruetion ond continuing during the course of the RCSIDnltion. Borrower shall corninuc to timely pay all costs of owning. maintaining and operating the Premises. including all debt service under the Note; (0 Grantor shall comply wi1h lhe policies and requirements of the Michi&on Construction Lien Act and the Rcstornlion will be completed free of any construction liens. Eadl disbursement of insurance proceeds shall require an endorsement to Beneficiary's title insuruncc policy insuring the full amount ofadvances to date. If nt .ony time the Net Proceeds or the undisburscd balance thereof shall not, in lhe sole opinion of Benefkiary, be sufficient to pay in full the balance of the costs which arc estimated by the Bencfic:iary to be necessary to oomp]et:e lhe Restoration, Orantor shall deposit additiona.J funds with Beneficiary in the amount of such deficiency (the .. Net Proceeds Defic:iency11 bcfon: ony olhcr disbursemenl of the Ne1 Proceeds shall be made. The Net PIO<Ceds Deficiency deposited with Beneficiary shall be held by Bmcficiary end sball be disbursed for costs actually incurred in COMection with the restoration of the same conditions applicable to the dishur$ement of thr.: Nd Proceeds and, until so disburSed, shall constitute addilional sec:urity for the lndcbtcdnc:ss. Any funds held by Beneficiary purnianl to this Section shall be held in a non-intcr<St bearing account and may be commingled with other funds of Beneficiary. Notwithstnnding anything to coonvy in this Section 4 or in the Loan Agn:cmcnt,. so long as the Lease remains in full force and effect, lhc insuronce rcquirc.:mcnts and restoration provisions set forth in the Lease shall govern and control. LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Leader's intcn:sl in lhc Property or if Grantor falls to comply with any provision of this Deed of Trust or any Related Documo1ts, includinc but not limited to Grnntor's failure to discharge or pny when due any amounts Grantot is required 10 dischatge or pn)' under this Deed ofTru!il or any Relato:l Documents, Lender on Grantor's behalf may (but shall not be obligated to) tukc any action that Lender deems appropriat~ including but not limited to discharging or paying aJI taxes, liens, security intcrcsli, cncwnbmnccs Md other claims, at miy time: levied or placed on tbe Property and paying all costs for insuring, maintoining and preserving th<:! Property. All such cxpcnditun:s incurred or paid by Lender for such purposes will lhcn bear interest nt the rule charged under 1he Note from the dale incurred or puid by Lcnda-to lhe date of repayment by Grantor. All such cxpcn!ics will b1."Comc u pa.11 of the Indebtedness and, at Lender's option. will (A} be payabli: on demand; (8) be added lo the b.olancc: of 1hc Note and be apportioned among and be payable with any installment paymc:nts to become due during cilhcr ( l) the tCl'n\ of any applicable insuranc::c policy. or (2) the remaining tenn of the Note; or (3) be UQlc<I as a bnlloon payment which will be due ,nd payable ot the Note's maturity. The Dffll ofTnist also will secure payment ofthc:s< amounts. Such righ1 shalt be in addition to all other righu and remedies to which Lender may be entitled upon Dcfnu.lL WARRANTY; DEFENSE OF TITLE. The following provisions relating to ownership of 1he Property arc a part of this Deed of Trust: Title. Grantor warrnms that: (a) Grantor holds good and marketable title or record to the Property in fee simple, free and cleur of all liens and encumbrances other than those set fonh in the Real Propcny descrip1ion or in any title insurance policy, 1i1lc report. or final title opinion issued in favor of, and ac<:eplcd by, Lender in connection with this Dcc:d of Trusi, and (b) Gruntur has the full right, power, end authority to execute nnd deliver this Oec:d of Trust to Lcndi;I". Dtftnse of Tille. Subjc."Ct to the cxccplion in the pnrngraph above. Grnntor warrants and will forever defend the tide lo lhc Property against the lawful claims of all person:.. In the event any action or proc:ee(ling is commenced thal CONSTRUCTION DEED OF TRUST -6 BIIOl\1889187.2 ID\CK0-!02190\0056 • • • q11cstions Gnm1or·s title or th,c interest of TMtec or Lender undc:r this Deed of Trust, Grantor shall defend the action at Gnmlor·s expense. Gnmtor mny be lhe nominnl party in such p~ing, but Lender shall be entitled to participate in the proceeding 1md to be n:prcscntcd in tbe proceeding by counsel of Lender's own choice, and Grantor will deliver, or cause to be delivered, to Lender such insuuments 115 Lender may request from time to lime to pmnit such panicipation. Compllllnc-e With LawL Grontor warrurns that the Propcny and Gnmtor's use of the Property complies with all existing applicable laws., ordinances. and regulations of governmental authorities. Survival or Representations ud Warranties. All representations,. warranties. and agreements made by Gran1or in lhis Deed of Trust shnll surviv<: the cxcculion and delivery of this Deed of Trust, shall be continuing in narure, and shall remain in full force and effect until such time a5 Borrowcr~s Indebtedness shall be paid in full. CONDEMNATION. The following provisions relating to cor1dcmnation pnx:eedings are a part of this Deed of Trust: Proceedings. If nny proc~ing in condemnation is filed, Gnuuor .shall promptly notify Lender in writing, and Grantor shall promptly take such steps ns may be necessary to defend the 11ttior1 and obtain the award. Grantor may be the nominal pa~y in such proceeding, but Lender shall be cnticled 10 participate in !he proceeding and to be reprosented in lhe proceeding by counsel of its own choice all at Grantor 1s expense. and Onnlor will deliver or cause 10 be dclivtred to Lcndc:r such instruments and documentation as may be requested by Lender from rime to time to pcrmh such participation. Notwithstanding the foregoing, distribution of any cc,ndemnation proceeds .shall be subject to the terms of the Lca:u:. Application of Net Procl!l!ds. lfall or any part of the Property is condemned by eminent domain proceedings or by llf'IY proceeding or purcllasc in lieu or condemnation, Lender may al ilJ election Rquirc lhat all or any por1ion of the nee proceeds of I.he award be applied to the Jndebt:edncss or the n:pair or restoration of the Property. The net proceeds of the awn.rd sh.:ill mcnn the award after payment of all reasonable costs, expenses, and a1tomeys' fees incurred by Trustee or Lender in connection with the condemnation. IMPOSITION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relating ,o governmental tBl'lCS. fees and charges are a pan of this Deed of Trust: Current Tan~, Fttt and Charges. Upon request by Lender, Orantor shall execule such documents in addition to this Occd of Trust and 1nke whatever other action i:s rcquQtcd by Lender to perfect and continue Lender's lien on the Real Property. Grantor shall reimburse Lender for oil taxes, as described below, together with all cq,enses incurred in recording, pcrf'4:Cf.ing or continuing this Dc:cd of Tn.Jst, including wilhout Jirnilation all taxes, fees. documentary stamps. and other charges for recording or registering this Deed of Trust. TauJ, The following shall constitute tax.es to which this section applies: (l) a specific tax upon this type of Deed of Trust or upon all or any part of the Indebtedness secured by this Deed of Trust; {2) a specific. tax on Borrower which Borrower is outborized or miuircd 10 deduct from payments on !he Indebtedness secured by this !)'pc of Deed ofTrust; (3) • tax on this type of Deed of Trust chargeable against the Lender or the holder of the Note; and (4) a spctific tax on all or any port.On of the Indebtedness or on payments of principal and intcrcsl made by Borrower. Subsequent Tues. If any tax. to which this section applies is aiacttd subsequent lo the dale of this Deed of Trust, this CV(.11t shall have the same cfTccl as an Evau of Default, and Lender may exercise ony or ell of its available remedies for an EvL"Tll of D1:fault D$ prvvid(XJ below unless Granter either (I) pays the tf1X bcfon: it bo;omcs delinquent, or (2) contests the tax as provit.lcd above in the Ttll(cs und Liens .sce1ion and deposilS with Lender cash or a sufficient corpomle sumy bond or other security sati5factory to Lender. SECURITY AGREEMENT; FINANCING STATEMENTS. The following provisioos relating to this Deed of Trust a5 a security agrccmenc arc a part of this D«d ofTrvst: Securfly Ag.rttmenl. This instrument shaU constitute a Security Agreement to the ~tent any of the Property constitutes fixture., und Lender sho.11 h11ve all of the rights of a secured party under the Uniform CommcR:ial Code es amended from time to time. Str\trily Jnttrtst. Upon request by Lald<:r, Grantor shall take whatever aciion is requested by Lender to perfect and con1inuc Lcnder·s security int~ in th-c Rents and Personal Property. In addi1K>n to recording 1his Deed of Trust in the real property records, Lender may, nt .nny time and without further authorization from Gran.tor. tile executed counterparU., copit:$ or n.-productions of this Occd of Trust as a tinoncing sunemcnt. Grantor shall reimburse Lender for all expenses CONSTRUCTION DEED OF TRUST -7 BHOl\1889187.2 IOICKO~ 102190\00S6 • incum:d in perfecting or continuing this security interest. Upon default. Grantor shalt not remove, sever or detach the Pmonal Prnpcny from the Property. Upon dcfouk, Grantor shall assemble any Personal Propeny not affixed to the Prope11y in o manner and al a place reasonably convcaient 10 Grantor and Lender and make it available to Lcnda-within three (3) days after receipt of written demand from Lender to the extent permitted by applicable law. Addeflisn. The mailing addrcs~ of Orantor (debtor) and lalder (secured party) from which information concerning the security interest granted by this Deed of Trust may be obtained (each as required by the Uniform Commercial Code) ore ns stoted ?" the fint page of this Deed oflrusl. FURTHER ASSURANCES; ATTORNEY-IN-FACT. The following provisions relating to further assurances and attorney-in-fact are a part of this Deed of Trust Further Alsursnttt. At any time. and from time to time, upon reasonable request of Lender, Grantor will make, execute und dcliva, or will couse to be made., executed or delivered. to Lender or to Lender's designer:, and when requested by Lcndcr, cause to be filed. recorded, refiled, or rerecorded, as the case may be. at such limes and in such offices and places as Lender may deem appropriate, ony und all such mortgages, deeds of bus~ security deeds, security agreements, financing statements, continuation statements. instrument$ of further llSSutance, certificates. and other documents as may, in the sole opinion of Lender, be nccessmy or desirable in order to effectuate, complete, perfect, continue, or prc:scrvc (I) Bom:iwcr's and Grnntor's cbligations under 1he Nole, this Deed of Trust, and the Related Documents, and (2) the liens and ~rily inlerests created by this Deed of Trust as first and prior liens on the Property, whethcr now owned or hereafter acquired by Grantor. Unless prohibited by law or Lender agn::cs to the -contrary in writing.. Grantor shall reimburse Lcnda for all costs und c,q>enses incurred in connection with the maners referred to in this paragraph. FULL PERFORMANCE, If Borrower ond Grantor pay ell the Indebtedness when due, and Grantor otherwise pcrfonns all the obligations imposed upon Grantor under this Deed of Trust, Lender shall execute and deliver to Trustee a request for fiJ.11 rcconveyancc and shall execute and deliver to Grantor suitable statements of tennirlation of any financing statement on file evidencing Lender's security interest in the Rents Md the Personal Property. Any m;onvcyance fee shall be paid by Grantor, if permitted by applicable law. The Grantee in any rcconveyance muy be described as the "person or persons legally entitled thereto," and the recitals iD the rcconveyance of any martm or facts shall be conclusive proof of the truthfulness of any such matters or facts. EVENTS OF DEFAULT. Each of the following, at Lender's option, shell oonsriiutc an. Ev.,,, ofDcfault under this Deed of Trust: Payment Dd'tu.lt. Borrower fails to make any payment when due under the Indebtedness. Other Derauilts. Borrower or Grantor fails to comply with Of to peifonn any other term, obligation, covenant or condition contained in this Deed of Trust or in any of the Related Documents or to comply with or to perfonn any term~ obligation, covcnaqt or condition contained in any other agreement between Lender aod Borrower or Grantor. Camplilnte Dtfault. Failure to comply with any other term, obligation? covenant or condition contained in this Deed of Trust, the Note or in any of the Related DocumenlS. Default on Other Payments. Failure of Gmntor within the time required by this Deed of Trust to make any payment for I.Mes or insurance, or any other payment necessary to prevent tiling of or to effect discharge of any lien. Envlronme11tal Default. Failure of any party to comply with or perform when due any tenn, obligation, covenant or condition contained in any environmental agreement executed in connecrion with the Property. Default in Favor of Third Pardn. Should Borrower or any Grantor default under any loan, extension of credit, security 11.grcemcnt. purchase or sales agreement, or any other agreement, in favor of any other creditor or person th11t may materially affect any of Bom,wer's or any Grantor's property or Borrower's ability to rq,ay the Indebtedness or BorroV1Cr's or Grantor's ability to pc:rfonn their respective obligatk,ns under this Deed ofTrust or any ofthe Related Documents. False Statements. Any warrunty, representation or statement made or furnished to ~derby Borrower or Grantor or on Borrower's or Grantor's bdtulf under this Deed of Trust or the: Related Documents is false or misleading in any materinl respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. CONSTRUCTION DEED OF TRUST -8 BHOl\1889187.2 1DICK0-102190\00S6 • Defective Collateralizalion. This Deed of Trust or any of the Related Documents ceases lo be in full force and effect (including failure of any collateral docum<:nt to create a valid and perfected security interest or lien) at any time nnd for ony reason. Deatlt or Jasolvency. The dissolution of Grantor's (regardless of whether election to «mtinue is made), any mc:mbcr withdraws from the limited liability c;ompany, or any other termination of Borrower's or Grantor's existence: as a going business or the death of any member, the insolvency of Borrower or Grantor, the appointment of a receiver for any part of Borrower's or Granror's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower or Grantor. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings. whe1her by judicial pnx:«ding, self-help, repossession or any other method, by any creditor of Borrower or Grnntor or by any governmental agency against any property securing the lndcl>tcdness. This includes a garnishment of any of Borrowe:r's or Grantor's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good-faith dispute: by Borrower or Gnmtor as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower or Gnmtor gives Lender written notice of the creditor or forfeiture proc::eeding and deposits with Lender 100nies or a surety bond for the creditor or forfeiture proceeding, in an amount detennincd by Lender, in its sole discretLon, as being an adequate reserve or bond for the dispute. Breach or Othr Agreement. Any breach by Bonowcr or Grantor under the tC'flDS of any other agn:cmcnt between Borrower CK Orantor and Lender that is not ranedicd within any grace period provided thcrc:i"9 including without limitation any ogrccment concerning any Indebtedness or other obligation of Borrower or Gran1or to Latdcr, whether existing now or later. Advuu Change. A material adverse change occurs in Borrower's or Grantor's financial condition, or Lender believes the prospect of payment or perlbnnance of the indebtedness is impaired. Loan Agreement. Any Event of Defaull under the Loan AgrcemcnL RIGHTS AND REMEDIES ON DEFAULT. !fan Event of Defauk occurs under this Docd ofTru,t, at any time thereafter, Trustee or Lender may exercise llJl)' one or more of the following rights and remedies: Election ol Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other n:medy, and an election to mlUe expenditures or to take action to perform on obligation of Gran tor under this Deed of Trust, after Grantor's foilurc 10 pcrfonn, shall not affect Lmdcr's right to declare a default and cxc:rcisc: its remedies. Accelerate Iadebtedness. Lender shall have the right at it& option to declare the entire lndebtednC$S immediately due and payable, including any prepayment penalty which Borrower would be required to pay. For«I01ure. With respect to all or any part of the R~J Property, the Trustee shall have the right to cxcrci$e its power of sale and to foreclose by notice and sale, and Lender shall have the right to foreclose by judicial foreclosure., in either case in ao::ordttno: with and to the full extent provided by applicable law. UCC Remedies. Wilh respecl to all or any part of the Per.;onal Property, Lender shall have all the righls and l'l:JTlcdies of a secured party under the Unifonn Commercial Code. Collect Rents. Lender shall have the right. without notice to Borrower or GT811tor lo t.ak;e possession of and manage the Property and collect the Rents, including amounts past due Bild \lllpaid. and apply the net: protcxds, over and above Lcndcr"s costs, against the Indebtedness. In furtherance of this righ1 1 Lender may require: illl)' tenant or other user of the Propeny 10 make payments of re11t or use fees dim:lly to Lender. If the Rents are collected by Lender, then Grantor irrevocably designates Lender as Grantor's anomcy.in--fact to endonc instruments received in paymcnc chcrcof in the name of Omntor and to negotiate the same and collect the proceeds. Payments by tenants or other u.sen to Lender in n::spoosc to Lcoder's demand shall satisfy the obligaiions for which the payments ere made, whether or not any proper grounds for the demand existed. Lendo-may exercise its rights under this subparagnph either in person, by agent. or through a receiver. Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property, with the power to plUtcct and preserve the Property, to operate dte Property preceding or pending foreclosure or sale, and to collect the Rents from the Property and apply the proceeds., over and above the cost of the receivership,, against CONSTRUCTION DEED OF TRUST -9 BHOl\1889187.2 ID\CKO-102190\0016 ' . the Indebted~. The receiver may s~e without bond if permitted by law. Lender's right to the appointment of a receiver shall ex.isl whether or not the apparent value of the Property e..ceed.s the lndcbccdness by u substantial nmou111. Employment by Lender shall not disqw:alify 11. person from serving os a receiver. Tenancy at Suffennce. If Grantor remains in possession of the Property after the Property is i.old as provided above or Lender otherwise becomes entitled 10 possession of the Property upon default of 801Towcr or Granter, Gnmtor shall become a tenont at sufferance of Lender or the purchllSCI' of the Property and shal1 1 .it lender'$ option, either (I) pay o J'CIISon,blc rentnl for the use of lhe Property, or (2) vucalc lhc Property immediatdy upon lhc demand of Lender. Ocher Remedio. Tru5'ce or Lender sh111l have any other right or remedy provided in chis Deed of Trust or the Nole or available ot luw or in equity. Notice of' Sale. Lender shall give Grantor r~nable notice of the time Md place of any public sale of 1he Personal Property or of lhe lime aflcr which any private sale or other intended disposi1ion of the Personal Propcny is to be made. Reasonable notice shall mean notice given at least ten (10) days before 1hc time of 1he sale or disposi1ion. Any sale of the Persooal Property may be made in conjunction with any sale oflhc Real Property. Sale of the Property. To the extent petmitted by applicable law, Borrower nnd Grantor hereby waives any and all rights lo have the Property marShulled. In exercising its rights and remedies, the Trustee or lender shall be free to sell all or any port of the Property together or separately, in one sale or by separate sales. Lender shall be entitled to bid at any public: .sale on all or any ponion of the Property. · Attorneys• FHS; Expenses. If Lcnda i11.sti1utes any suit or action to enforce any of the 1<.'"11S of this Deed of Trust, Lender shall be enti1lcd to recover such sum as the court may adjudge reasonable 11S attorneys' fees at trial and upon any appeal. Whc:thcr or not any court action is involved, and to the extent not prohibited by law, 11111 n::asonablc expenses Lender incurs that in Lender's opinion nre ne<:cssary a, any time for the protection of its intc:rcs1 or the cnforcancnl of its tights sha11 become a pan of the Indebtedness payable on demand and shall bear intcresl nt the No1e rate from the date of the expenditure un1il repaid. Expenses covered by this paragraph include. without limilution, however subject to any limits under applicable law, Lender's attorneys• fees and Lender's legal expenses, whetha or not then:. is a lawsuit, in<:ludin& attorneys' fees and expenses for bankruptcy proceedings, including efforts to modify or vucatc any au1omatic stay or injunction), appeals, and any anticipated post-judgment collection services, the cost of scan:hing records, obtaining title reports (including foreclosure rq,ons), surveyors' repons. and appraisal fce!I, title insurance. and fees for the Trustee, to the extent permitted by applicable law. Gnntor also will poy any court costs, in addition to all other sums provided by law. Rights or Trustee.. Trustee shall have all of the rights and duties of Lender as set for1h in this section. POWERS AND OBLIGATIONS OF TRUSTEE. The following provisions relating to the power.; ond obligations of Tn.i.slee {pursuant to Lendcr 1s lnsm.ac;cions) are pare of lhis Deed of Trust Powers of Ttu;ttt. In addition to all powers of Trustee arising as II matter of h1w, Trustee shall have the power lo take the following actions with l'C!!ipccl to the Property upon lhc written request of Lender and Grantor: (a) join tn prcp11ring and filing • mop or plat of the Real Property, including lhc dedicatioo of streets or other rights lo the public; (b) join in gmntlflg 1my ~scmcnt or creating any restriction on the Real Property; and {t) join tn any subordination or other agrc;ancnt 1ffcc1ing this Deed of Trust or the in1cn:si of Lender under this Deed of Trust Obllsatlons to Notify. Trustoc shall not be obligated 10 notify any 01h<r pnrty of n pending snk under any other trust deed or lien, or of any action or proceeding in which Grantor, Lender, or Trustee shall be a party, unless required by applicable Jaw, or unless the action or proceeding is brought by Trustee. Trustee. Tn.istec shaU meet nJJ qualifica1ions required for Trustee under applicnble law. In addition lo the: rights and remedies sel forth above, wi1h ~cct to all or any pan of the Property, the Trustee stud] have the righ1 to foreclose by notice and .siile, W1d lender shall have the right to foreclose by"judicial foreclosure.. in either aise in accordance with :and to the full extent provided by applicable l11w. Succrsso.-Trustee. Lender, at Loidcr's 0p1ion, may from time 10 time appoint a successor Trustee to any Trustee appointed under this Ot.'Cd ofTrus1 by un instrument executed and acknowledged by Lcmk-r und rctOTdctl in 1he office of the recorder of King Coun1y, State of Washington. The instrument shall contain, in addition 10 all other maucrs required by state law. the names of the original Lender, Trustee, nod Grantor, the book and page or the Auditor's File Number where this Deed CONSTRUCTION DEED OF TRUST -lO BliOl\1889187.2 IDICK0-102190\0056 • • of Trust is recorded, ond 1hc name and oddrcss of the successor trustee, nnd th!! instrument shall be executed and acknowledged by Lender or its successors in interest. The successor trustee,. wi1hout conveyance of tbe Property~ shall succeed to oll the title, power, 11nd duties conferred upon the Trustee in this Deed of Trust and by applicable law. This procedure for substitulioo ofTrustcc shall govern to the exclusion of.:.11 other provisions for substiMiOIL NOTICES. Subject to .applicable law, and except for notice required or nllowcd by law to be given in anothc-manner, any notice required to be given under this Deed of TruSt, irecluding wilhout limitation any notice of defauh and any notice of sale shnll be given in writing. ond shall be effective when actually delivered, when actually received by facsimile (unless otherwise rcquiml by law). when deposited with a muionally m;ognizcd overnight courier, or, if mailed, when dq,osircd in lhc United States moll, ll5 liTilt clllSS, ccr1ificd or registered moil postage prepaid, directed to the addresses shown near the beginning of this Deed of Trust. All copies of notices of forcclosun: from the hokier of any lien which has priority over this Deed of Trust shall be sen1 10 L«:ndi:r's address. as shown near the beginning of 1his Deed of Trust. Any pany may change iu address for notices under this Deed ofTruSt by giving fonnal written notice 10 the other parties, specifying that the purpose of the notice is to change the pony's address. For notice purposes, Grantor agrees to keep under infonned at all times of Grantor's C\lrrcnt address. Subject 10 0ppliC11blc law, end excepl for notice required or allowed. by law to be givm in another marina-, if there is more lhnn one Granlor, any noti,ce given by Lender to any Orantor is deemed to be notice given to all Gran1ors. MISCELLANEOUS PROVISIONS. The following iniscclfancous provisions are a part of this Deed of Trust: Amtndmtnls. This Deed ofTruSI, together with o.ny Related Documents, constitules the entire understanding and 0.11:reemcnt of the panics as 10 the mo.Hers set fonh in I.his Deed of TR1st. No alteration of or amendment to this Deed of Trust shall be cffccfrvc unless given ln writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. An11u.:I Reports. If the Property is used for purposes other than Grantor's residence, Orantor shall fumish to Lender, upon ttqUC:St, a certified statement of net operating income received from the Property during Grantor's previow. fiscal ycnr in such form and ddail as Lender shall require. .. Net Opcruting Income" shall mc:an aU cash receipts from the Property )c.5$ all cash expenditures made in cOMcction with the operation of the Property. Caption Headln2s. Captioo headings in this Deed or Trust are for convenience purposes only and arc not to be: used 10 intetpn:t or define the provisions of this Deed of Trust. Merger. There shall be no merger of the interest or cstnlc crc111ed by this Deed of Trust with any other interest or esuitc: in the Property at nny time held by or for lhc benefit ofLCJ1di:r in any ca.pacity, without the wrincn consent of Lender. Gonrning Law. This Deed of Trust will be governed by federal law applicable to Lender and. to the extent not preempted by fcdcrnl law, the Jaws of th<: SUII<: of W11shingtoo without regard lo its conflicts of law provisions. This Deed of Trust has been n~ted by Lender in the Slat<: of Washington. Choice or Venue. If thac i,: a lnwsuit. Grantor agn:cs upon lender's request to submit to the jurisdiction of the courts of King County, State of Woshins;ton, Seattle location. Joint and Several Llablllty. All obligations of Borrower and Grantor under this Deed of Trust shall be joint and scvcrol, Gnd all rcfcrcnc:cs to Grantor shall mean aich and every Omntor, and all references to Borrower shell mean each and c:Yety Bol'1'0wcr. This mc<ms that c.1ch Orantor signing below is responsible for all obligations in this Deed ofTnast. Where iilJl)' one or more of the parties is: 11 corporation, partnership, limited liability company or similar entity, ii is not necessary for Lender to inquire inlo the powers of any of the officers, directors, part nm, mc:mbcn, or other agents acting or purponing to act on lhc entity's behalf, a.nd any obtig111ions made or crcatOO in reliance upcm the professed exercise of such powers shall be guaranteed. uodcr this Occd of Trust. No Wah·er By Lrndtr. Lender shall not be deemed 10 have waived any rights under this Deed of Trust unless such waiver is givm in writing and signed by Lender. No delay or omission on the part of Lender in excn::ising any righ1 shall operate ns a waiver of such right or any other rigl1t. A wnivcr by Lender of a provision of this Deed or Trust shall not prejudice or constitute a waiver of Lender's rig.hl otherwise to demand strict compliance with that provision or any other provision. of this D<:ed of TNst. No prior waiver by lcnd'I.T, nor any course of dealing between Lender and Grantor, ~I constitute n waiver of any of Lender's rights or of uny of Gnmlor·s obligations ns to any fulurc transactions. Wh(:l'lCVC'[' the consent of Lender is required under this Deed of Trust, 1hc granting of such consenl by Lender in any instance shall not CONSTRUCTION DEED OF TRUST -11 BHOl\1889187.2 ID\CKO-102190'00S6 • constitute continuing coosenr lo subsequent Instances where such consent is required and in all oases such consent maiy be gr.anted or withheld (n the sole dis:.crction of Lender. Sevenbility. !fa coun of compctcnl jurisdiction finds w,y provision of this Deed of Trust to be illegal, invalid. or un"-'flforccablc as to any person or circumsrancc, that findina shall not make the offending provision illegal, invalid, or um:nforcCllblc es to any other person or circumsumcc. If feasible, the: offending provision shall be coo~dercd modified so that it becomes legal, valid and enforceable. If !he offending provision cannot be so modified, it shall be considered deleted from this Deed of Trust. Unles.li otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Deed of Trust shall not offect the legality, vnlidity or cnfonxabi!ity of any ot:her provision of this Deed of Trust. Su censors and A1slgns. Subject to any limitations stated in this Deed of Trust on transrcr of Grantor's inlcrest, lhis Deed of Trust shall be; binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Property becomes vested in a person other than Grantor, Lender, without notice to Grantor, may deal with Grantor's successors with reference to this Deed or Trust and the Indebtedn~ by way of forbearance or cx1ension without rdcasing Grantor from the obligations of this Deed ofTJUst or liability unda the Indebtedness. .Time Js Of The Essence. Time is of the essence in thepc:rfonnance of this Deed of Trust. \Valvtr of Homtstead E,cemplio•. Grantor hereby rclc:asc.1 and waives oil rights and baicfits of the homcslead cxcmplion laW! of the State of Washington ns to all Indebtedness secured by this Deed of Trust. DEFINITIONS. The following cnpitalizcd words and terms shall hove the following meanings when used in this Deed of Tnat. Unless spcciflca!ly slated 10 rhe contrary, all n:fcrcncc., to dollar amounts shall mean amounts in lawful money of the Unitcd Stutco of Arnaica. Words und tcnn, used in the singular shall in<lude the plural, and the plural shall include the singular, as the conte:ic:t may require. Wore.ls and tcnns not otherwise defined in this Deed of Trust shall have the meanings attributed to such terms in the Unifonn Commcrcia.l Code: Bentficiary. The word .. Beneficiary" means The PrivaleBenk and Trust Company, and its successors and assigns. Borrower. The word ··Borrower .. mcnns 1VC Renton Co. WA, LL.C., end includes all oosignm and co makers signing the Nole and all their successors and assigns. Dffd of Trust. The words "Deed of Trus1 11 mean this Deed of Trost among Gra11tor, Lender, and Trustee. and includes without ]imitation all assignm1."fll and security intc:rest provisions relating to the Personal Property and Rents. D.efault. The word ''Default'' means the Default set forth in this Deed ofTruSI in the section titled .. Default". Envlronm(tlt•I Law$, The word...; "'Environmcnta) Laws" mc:rin ony and all state, federal and local statu~ rcgula1ions ond ordinances relating to the protc:ction of human health or the environment, including without limitation the Comprehensive Env;ronmental Response, Compensation,. and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, cc seq. ("CERCLA"), the Supcrfund Amendments und Rcauthori7Jltion Act of 1986, Pub. L No. 99-499 {"SARA"), the Haznrdoos M.a1crials Transportation ACI, 49 U.S.C. Secti0f1 1801, et seq., the Rcso~rce Conservation and Rea>\'ery Act. 42 U.S.C. Section 6901, c1 seq., or other applicable state or fcdaa1 laws, JUies, or regulations .adapted pumaan, 1hcn:1:o. Enat or Orfault. 1ltc words "'Evcn1 of Default'" mean any of the events of default sec forth in this Deed ofTruSl in 1he evenL..; of defaull sectioo of rhis Deed or Trust. Grantor. The word '"Grantor'" means TVC Renton Co. WA, LLC. Guarantor. The word ··ouaran,or-means .any guarantor, surecy, or accommodation party of any or all of lhc lndcb1edncss. Guaranty. The word ··GtJaranty"· means the guaranty from GuarantQI' to Lender, including wichout limitation a guaran1y ofull or port of the Nole. Haurdous Substancrs. The words ... Haz.urdous Substances" mClU\ materials that, because of lhcir quantity, concentration or physical. chcmi-cnl or infcctioll!. characteristics, may cause or pose e present or potential hazard to human health or lhc environment when improperly used, trcotc:d, stored, disposed of. generated, manufucturcd, transponcd or CONSTRUCTION DEED OF TRUST -12 BHOl\1889187.2 10\CKO-1021\IOIOOS6 • B • • otherwise handled. The words "H.uardous Substances" QrC used in their very broadCSI sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The tcnn "Haz..irJous Substances'" also includes, withou1 limiuuion. pc1iulcum and petroleum by~products or any f'raclion then:of and asbestos. Improvements. The word .. Improvcmmts:" means nll existing nnd future Improvements. buildings. structures, mobile homes affixed on the Real Property, facili1ics, additions, replaccmenlS and other construction on the Real Property. lndrbtedness. The word •indebtedness" m~ns all principal, interest, and other ainounts, CO$ts and expenses payable under the Note or Related Documents, together wi1h nll renewal$ of. ex.tens.ions of,. modifications of, consolidations of and substitutions for the Note or Related Documents and any amounts QCpcnded or advanced by Lender to discharge Grantors obligstions or expenses incurred by Trustee or Lender to enforce Grantor's obligations under this Deed of Trusl, logctlicr with interest on such amounts as provided In this Deed ofTnlSt. Lender. The word "Lender"' means The PrivateBank und Trust Contpm1)'~ ils successors and oasigns. Not,. The word .,Note" means the Construction Mortgage Note da1cd September~ 2013, in the: original principal amount of Eight Million Twmty Two Thousand Dollars and no/100 ($8,022,000.00) from Borrower to Lender, together with all renewals of, extensions of, modifications of, refinam::ings of, con.SOlidntiol\$ of, and substitutions for lhc Cons.truction Mortgage Note or Agreement. Ptrsoaal Property. The-words "Pcnonal Property .. shall mean all t:quipmcnl, fixrures, and other articles of personal propcny now or hereafter owned by Grantor, and now or hereafter attached or aff1Xed to the Real Property; together wi1h a11 ~cccssions, pans, and additions to, all rq,lac:cmcnlS of, aDd all substilutions fo1\ any of such propet1Yj utd toge1ha' wi1h all issues and profus thereon and proceeds (including withoul limitation all insurance proceeds and refunds of premiums) from any sale or other disposition of the Property. Propeny. The word "Prop01y" means collo:tivcly the Real Property and the Personal Properly. Rcal Property. The words "Real Property" mean the Real Property, inlcn:stll and riglus. as further des<ribcd in this Deed of Trust. Rtlsted Documents. The words "Related Documents" mean all promissory nolcs,. mxlit agrc:cmcnts, loan ogrccmcnts. environmental agreements, security agreements, mortgages, deeds of trust. security deeds. collateral mortgages, ond nll other inslruments, agreements and documents, whdhcr now or hereafter exisiing. executed In connection with the Indebtedness; provided, that goonmties are not "Related Documents" and are not secured by this Deed of Trust. RC'nt'" The word "Rents" means all ~t and future rents, revenues, Income, issues, royalties, profits, and other benelilS derived from lho Property. Trustee. The word .,Trustee" means Hecker Wakefield & Feilberg. P.S., whose mailing address is 321 First Avenue Wcsl, Scn1tlc; Washington 98119, and any substitute or successor trustees. EACH GRANTOR ACKNOWLEDGES HAVING REAO ALL THE PROVISIONS OF THIS DEED OF lRUST, ANO EACH GRANTOR AGREES TO ITS TERMS. GRANTOR CONSTRUCTION DEED OF TRUST. 13 BHOl\1889187.2 IDICKO • 102190\00S6 • • STATE OF WL I _ 1 .. , I Jss. COUNTYOF~) ~AJtr ~i On this ~ay of ~ 1 2013, before m7-!he und'S\\cd, a Notary Public in ~~:.::!~of We :glo11, duly commissioned andsom' personally appeared ~k , to me known to be th TVC Renton Co. WA., LLC., the Limited Liability Company that executed the within and foregoing instNment, end acknowledged the said ins1rumc:nt lo be the free and voluntary act and deed of said Limited Liability Company, for the uses and purposes 1hercin mentioned, and on oath stated that he/she wns authorized to execute the said instrument IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. REQUEST FOR FULL RECONVEY ANCE TO: -------------------• Trustee The undcr.iig.ned is the legal owner and holder of all indebtedness secured by this Deed of Trust. You arc hereby requested, upon payment of all sums owing to you, to rccon~ without warranty, to the persons entitled thereto, the right,. tide and interest now held by you under the Deed of Trust. • DATE: CONSTRUCTION DEED OF TRUST -14 BIIOl\1889187.2 ID\CKO -I 02190\0056 BENEFICIARY By: Its: • • • e UCC FINANCING STATEMENT FOLLOW INSTRUCTIONS A. NAME 6 PHONE OF CONTACT AT FILER (opUanal) Anna Kamps (616) 776-7641 8. e,MAII. CONTACT AT FU.ER (optional) C. SENOACKNOW\.EDGMENT TO: (Name and Addretl) !Dykema Gossett PLLC 111111111111111111~11 20130913002678 CHICAGO TITLE UCC 78 .1111 PAGi-111 OF ee5 19/1311113 I&: 18 KING COUNTY , IJA 300 Ottawa Ave., N.W. Ste. 700 L Grand Rapids, Ml 49503 THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 1. DEBTOR'S NAME: PrDWM or,y a o.r"'"" 1,• • 1ti)(UM t.:t, ~ l'lllnt; do no1 OIM.IN>'fdr. or~.,, pe,tottM Dutar'•MIM): Kan, pe,1 ot lhtll'ICIMdl.ltl OltlWa nMM wta no1 min liM 10, r ...... a11 °' Mm 11111nk. ct'IKk nn, D 1nc1 Pfovdl 1W lndMClu&I Oltltof lnfom'9llon., m 10« 1h11 Fnanang Stallffln Adc91nd""' cFormUCC1MJ I•. ORGAMZATIOH'8 NAME OR TVC Renton Co. WA., L.L.C. 111. INDIVIOUAL.'S SURNi'ME FIRST PERSONAL NAME AOOITIONAL NMtlEISIIIMTIA.L(S) SUFFIX 1C.. MAILING AOOAESS CIT'r' • STATE IPOSTALCODE COUNTRY 5757 Wut Maple, Suite 800 West Bloomfield Ml 48322 USA 2. DEBTOR'S NAME: Pfovldl ort,W11Dlbtofna1M{2'I or ZbJ (UM,aJratt. u rwne: donol OA!lt,fl'IOCMy. arabtnvll'leany pattotlM Dlbtor'anune); lf'a,ypan r.iltti.~ DtblOr'1' M'Tlt wll not Ill In Int 2tt.1N¥1 all ri ll#n 2 blllil, CMctr: hara O Ind Pfo.1dl !hi ~ Olbkl' IMlffllllUCln In lam 10 gf U.. FINnelng illSlfflMtMdll'lduTI (Form UCCV,G) 211. OROMIZATlON'S NAME OR 211.. INOMCl,W.'$ SURN,,ME FIRST ~L NAM!; ADCITJONM. NI.Me(S)l1Hn'IAU$) ...... 2C. MAILING ADDRESS CITY STATE I POSTAL cooe """""' 3. SECURED PARTY'S NAME ror NAME tll4$$1GNEE or ASSIGNOR SECURED PARTY}: Prowidt a ..... mit&lcufad-..... nlffle,._or3ot lt, ORGANIZATION'S NAME OR The PrlvateBank and Trust Company 3b. lNOMDUAL'S SURNAME flRST l't:RSON/1.L NAME AOOITIONAL NME(S)INTIAI.(&) SUFFIX Jc. MAILING ADDRESS cm i'LTE laos02 COOlfTRY 70 West Madison Street Chicago USA Seo attached collateral description attached as Exhibit B and legal description attached as Exhibit A. hllcll In• T1111t lHt UCC1A.d. twrr. 11..i 1~) 8a. Ct.di. G11ix "1 applicablt and ct1tCk D ant bu 0 Pu~ Tranuctaan M~T"l"IMttlm 7. A.LTtRNA.TM! OlSIGNATION (It~~): 8. OPTIONAL FILER REFERENCE DATA: King County, Waahlngton 102190/0056 357140 lntemaUona1 Assoda.Uon of Commerdal Admlnlstralcn n FILING OFFICE COPY-UC<: FINANCING STATEMENT (Fom, UCC1) (Rev. 002C/11) • • UCC FINANCING STATEMENT ADDENDUM FOLLOW INSTRUCTIONS !iJ. HAW: OF FIRST OEBTOR: $Im.-. an. ,a ar 1t1 <WI Fl!W'ldng S~ U In ,111 WN 11tn _.. ...,.. lncM:lual o.111or n1m1 lid"°' 11. CMCk '*' o aa. ORGANl~TION'S NAME TVC Renton Co. WA., L.L.C. OR llb. INOIVIOI.J41.'S SURNAME FIRST PERSOHAl NAUEi ADDITIONAi. NAME(S)'IHITIAL(S) ISUllftX TKE ABOVE SPACE 18 FOR FLJNG OfffCE UIE ONLY 10. DEBTOR'S NAME: PnMde (1'DI or 10b) ny za addllionll Oltlor narN or DtOlol' rwne 1t1at c1iC1na1111 In w 10 or 2b OIi i'ii flnlnclngi Slalfflft (P'orm UCC1) (UM .-;a, U -.1719; do l'ICll mlliC. inodit,. fll lttn,,,llzt tnJ Plft OI 1't DebW'I MN) tnd ---fflllllng IOlnN In tna 10C 10.. ORGANIZATIOHS fWIIE OR 1CJI>, tNDMOUA1.'S SUAN,t,.ME JHDI\IIDUAl"S FIRST PERSONAL NAME f,lg1vn;1UA1.' QI -cmo~L NAAIE(~)IINITW.(SJ 1Clt .. MA.JUNO ADDRESS CITY 11. 1 ..ODITIONAL SECURED PARTY'S NAME .. 1 • ASSIGNOR SECURED PARTY'S NAME, 111.0ROANIZATION'S NAME OR 11b. tNDMDl,,.W.''S SURNAME FIRST PERSONM.w-ME \ It. MAJUHG ACIORESS C,TY 12. AOOITIOMAL SPACE FOR ITEM• (Collat.nil): 1~. li!J Ttill FINANC1NO STATEMENT ii 10 t1i111 &«I (tor rllCOf'd)(OI' ~) In Wit 1-4. Tta F1NANCING8TA.TEMENT: Rl!ALESTATI! RECORDS (If appllc&blel 15. NIIM Ind adm'ul al I RECORD OY\INER al ...e •llaltl clfta'lbac:I In itlrn 16 (If Dt«IIOI' ... ncM ~. l'lQlrd ....... ):" SUFFIX STATE I POSTAL CODE COUNTRY PrO'MI OftJ 1111 "'"41 (111 Of 11~) ADDITIONAL tw.t.E(&)IINTIAU&) SUFFIX ' STATE I POSTAL ............ COUtn'RY ---41 fr911 • • bu9 lllng See attached legal description attached as Exhibit A. 17. MISCELLANEOUS: lntemallonal Assodatlon of Commercial Xdmnttrators CIACA) FILING OFl'ICE COPY-UCC FINANCING SlAlEMENT ADDENDUM iJ'orm UCC1Ad) (Rov. 0,/20111) • • EXHIBIT "A" Legal Description of Premises Land situated in the City of Renton, King County, State of Washington, described as follows: PARCEL A: Lot A, King County Boundary Line Adjustment Number S9 I L0069, recorded under Recording Number 9104261602, in King County, Washington; Tax Account Number for Lot A is 292305-9125-06. PARCELB: An Easement for improvement, use and maintenance for ingress, egress, circulation and landscaping, as established by instrument recorded under Recording Number 9009170443. PARCELC: An Easement for sewer line as established by instrument recorded under Recording Number 9009170444, for the benefit of Lot A of said Boundary Line Adjustment. PARCELD: Those certain easement rights for pedestrian and vehicular ingress and egress and use restrictions as established by that certain Reciprocal Easement Agreement recorded under Recording NumberJ2QC3 D'j !300,& {) BHOl\1888847.1 10\CKO -\02190IOOS6 ' . • EXHIBIT"B" DESCRIPTION OF COLLATERAL All assets of debtor, including without limitation: All equipment and fii<tures located on the real estate described on the Description of Real Estate attached to the Security Agreement as Exhibit "A" (the "Real Estate'') including all machinery, furniture and furnishings, together with all accessions, parts, attachments, accessories, tools and dies, or appurtenances thereto, or appertaining, attached, kept, used or intended for use in connection therewith, and all substitutions, improvements and replacements thereof and additions thereto, and now owned or hereafter acquired by Debtor; and All building materials, goods and personal property now owned or hereafter acquired by Borrower located on or away from the Real Estate, to be used in connection with the improvements to be constructed on or beneath the Real Estate, and if located at the Real Estate, which is not affixed or incorporated into the Real Estate; and All machinery, apparatus, equipment, fittings, fixtures and articles of personal property of every kind and nature whatsoever, other than consumable goods, now or hereafter located in or upon the Real Estate or any part thereof, and used or usable in connection with any present or future operation of said Real Estate and now owned or hereafter owned by Debtor, including by way of description but without limiting the generality of the foregoing, all heating, lighting, incinerating, and power equipment, engines, pipes, pumps, tanks, motors, conduits, switchboards, plumbing apparatus, electrical apparatus {including, but not limited to all electrical transformers, switches, switch boxes, equipment boxes, cabinets, all whether used in the operation of the Real.Estate or any business operated within or upon the Real Estate) lifting, cleaning, fire-prevention, fire,.extinguishing, refrigerating, ventilating and communications apparatus, air-cooling, and air-conditions apparatus, shades, awnings, screens, storm doors and windows, stoves, wall beds, refrigerators, attached cabinets, partitions, ovens, ranges, disposals, dishwashers, washing machines, dryers, carpeting, plants and shrubbery, ground maintenance equipment, ducts and compressors; and All right, title and interest, if any, of the Debtor to plans and specifications, architectural renderings, drawings, licenses, governmental permits and approvals, soil test reports, environmental reports, proposals or other material now or hereafter existing in any way relating to the Real Estate; and All licenses or permits in possession of Debtor in connection with the development and establishment of the project to be developed and constructed upon the Real Estate; and All of Debtor's rights in all trademarks, tradenames, logos and other materials used to identify or advertise the project to be developed and constructed upon the Real Estate; and All rights of the Debtor under any purchase agreements, land contracts and option agreements executed with respect to the Real Estate and the proceeds thereof. including all BHDl\li84441.1 10\CKO. 102190'00)6 8-1 . \ ' e deposits and down payments, and all leases, rents, security deposits, revenue, income and profits arising out of or in connection with the Real Estate; and All federal and state historical tax credits and other tax credits; and All of Debtor's rights to all proceeds, and proceeds of hazard insurance and eminent domain or condemnation awards of all of the foregoing described properties or interest in properties, including all products of, and accessions to, such properties or interests in properties. BH01\lil444U 10\CKO -102190'00S<; B-2 . •• • ,,w:. \~i/l. - cil\C~"~~o,\ifl A.f'I"'' WHEN RECORDED RETURN TO: i~* WILLIAMS WILLIAMS RATTNER & PLUNKETT 380 NORTH OLD WOODWARD AVE SUITE 300 BIRMINGHAM, MI 48009 11111111111111111 20130917002040 CHICAGO TITLE SUIIL-IIER ae. ee PRliE•tel Ill' etl 19/17/Z813 13 :37 KING COUIITY, MA @ CHICAGO TITLE COMPANY DOCpMENT TITLl(Bl l SUBORDINATION NON DISTURBANCE 2 OrdcrNumbcr: 004319794 3 • REFERENCE NUMBER(&) OF DOCUMENT ASSIGNED OR RELEASED: CJ Additional reference numbers on pagez._ of document GRANTOR ( s) : l CVS Pl!l\RMACY INC. 2 3 CJ Additional names on page ~~-of document GRANTBB(s): l TVC RENTON CO. WA L.L.C. 2 3 CJ Additional names on page __ ABBREVIAIBD LEGAL DESCRIPTION; Lot-Unit: A Block: Volume: Setllon: T ownshlp: Range: Plat Name: KING COUNTY BLA NUMBER $91L0069 of document Page: Portion: c:J Complete legal description is on page of document ASSESSOR'S PROPERTY TAX PARCEL ACCOUNT NUMBBR(s): 292305-9125 Additional Tax Accounts are on page __ of document 20130917002040.001 Note: This cover sheet Is prepared to confo"" to the requirements of Chapter 143, Laws of 1996. Nothing on this sheet alters the names, legal descMptlon or other lntomation in the attached document. The only purpose of this cover sheet Is to assist the aud ltor in Indexing the document In conformance with statute. The Recorder wU! rely on the ln!omatlon provided on this lo"". The staff wm not read the document to wrlfy the accuracy or completeness of the lnd8Xlng information provided herein. CUVEIUnuwo,,, Order: Non-Order Search Doc: KC:2013 20130917002040 Page 1 of 9 Created By: bloedel Printed: 4/3/2014 6:58:09 AM PSf • 20130917002040.1)02 SUBORDINATION, NON-DISTURBANCE AND A TTORNMENT AGREEMENT THIS SUBORDINATION, NON-DISTURBANCE t¥ ATIORNMENT AGREEMENT (this "Agreement"), is made as of this --ll-day of , 2013, by and between Washington CVS Phannacy, L.L.C., a Washington limited liability company , with offices at c/o CVS Phannacy, Inc. A 1TN: Property Administration Department, One CVS Drive, Woonsocket, Rhode Island 02895 (''Tenant•) and The Privatebank and Trust Company, an Illinois state chartered bank, having its office at 38505 Woodward Ave., Suite 1300, Bloomfield Hills, Michigan 48304 ("Mortgagee"), and TVC Renton Co. WA, L.L.C., a Michigan limited liability company, having its office at 5757 West Maple Road, Suite 800, West Bloomfield, Michigan 48322 ("Landlord"). WITNESSETH: WHEREAS, Tenant and Landlord have entered into a certain lease dated~! 3 ,1..Dt3 , (collectively, the "Lease") covering premises located at northwest comer of Carr Road and Benson Drive, Renton, County of !Gng, State of Washington, as legally described on Exhibit A attached hereto (•Premises"), and as more specifically set forth in the Lease; and ~ 1, t}JJ;,,orio- WHEREAS, Mortgagee made or has agreed to make a mortgage loan in the original principal amount of SS';OA,006.00 ("Loan") to Landlord evidenced by a promissory note secured by, among other security, a certain Mortgage/Deed of Trust/Deed to Secure Debt and Security Agreement ("Mortgage") on Landlord's property ; and WHEREAS, the Mortgage, and any other docwnents or instruments evidencing or securing the Loan are hereinafter collectively referred to as the "Loan Documents"; and WHERE AS, Mortgagee has been requested by Tenant and by Landlord to enter into a non- distwbance agreement with Tenant; NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, Mortgagee and Tenant and Landlord hereby agree and covenant as follows: I. Mortgagee hereby consents to the Lease and to all of the provisions thereof. The Lease and any extensions, renewals, replacements or modifications thereof, and Tenant's interest in the Premises under the Lease, are and shall at all times be subject, subordinate, and inferior to the lien of the Loan Documents and to the lien of all renewals, modifications and extensions thereof, subject to the terms and conditions set forth in this Agreement. 2. Notwithstanding such subordination, so long as Tenant is not in default (after notice and the expiration of the applicable cure period) in .the payment of fixed rent as set forth in the Lease, or in the performance of any of the terms, covenants or conditions of the Lease on Tenant's part to be performed, Tenant's possession of the Premises and Tenant's rights and privileges under the Lease, or any extensions or renewals thereof, shall not be diminished or interfered with by Mortgagee, and Tenant's occupancy of the Premises shall not be disturbed by Mortgagee for any Order: Non-Order Search Doc: KC:2013 20130917002040 Page 2 of9 Created By: bloedel Printed: 4/3/2014 6:58:09 AM PST 20130917002040.003 reason whatsoever during the tenn of the Lease or any such extension or renewal thereof, except as would be permined for Landlord to do so. 3. In addition, notwithstanding such subordination, so long as Tenant is not in default (alter notice and the expiration of the applicable cure period) in the payment of rent or additional rent, or in the perfonnance of any of the tenns, covenants or conditions of the Lease on Tenant's pan to be performed, Mongagee will not join Tenant as a pany defendant, unless required by law, in any foreclosure action or other proceeding for the purpose of tenninating Tenant's interest and estate under the Lease or for any other purpose. 4. If the interests of Landlord in the Premises shall be transferred to and owned by Mortgagee by reason of foreclosure or other proceedings brought by it, or by deed in lieu of foreclosure, or if Mortgagee takes possession of the Premises pursuant to any provisions of the Loan Documents, then: (i) Mortgagee and Tenant shall be directly bound to each other under all the terms, covenants and conditions of the Lease for the balance of the tenn thereof and for any extensions or renewals thereof which may be exercised by Tenant, with the same force and effect as if Mongagee were the Landlord under the Lease; and (ii) Tenant does hereby attorn to Mortgagee as its landlord, said anomment to be effective and self-operative {without the execution of any further instruments), immediately upon Mongagee suceeeding to the interests of the Landlord under the Lease; provided, however, regarding· items (i) and (ii) above, that Tenant shall have received written notice from Mortgagee that it has succeeded to the interests of the Landlord under the Lease. The respective rights and obligations of Tenant and Mortgagee upon such attomment, to the extent of the then-remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth from and after Mortgagee's succession to the interests of the Landlord under the Lease, and Tenant shall have the same remedies against Mortgagee for the breach of any agreement contained in the Lease that Tenant might have under the Lease against Landlord if Mortgagee had not succeeded to the interest of Landlord; provided, however, that Mortgagee shall not be: (a) liable for any act or omission of any prior landlord (including Landlord), except to the extent such act or omission continues during the period of possession by Mortgagee or during a period during which Mortgagee is receiving rent from Tenant pursuant to Paragraph 5 hereof; or (b) subject to any defenses which Tenant might have against any prior landlord (including Landlord) prior to the date that Mortgagee first takes possession of the premises, except in connection with the exercise ofrights by Tenant expressly set forth in the Lease; or (c) bound by any fixed rent which Tenant might have paid for more than the current month; or (d) bound by any security deposit which Tenant may have paid to any prior landlord (including Landlord), unless such deposit is in an escrow or other fund available to Mortgagee; or (e) bound by any amendment or modification or waiver of any provision of the Lease made without the consent of Mortgagee, which wou Id reduce the lease term, rents payable, or Order: Non-Order search Doc: KC:2013 20130917002040 Page 3 or 9 Created By: bloedel Printed: 4/3/2014 6:58:09 AM PST 20130917002040.004 square footage. Said consent shall be deemed given if a response by Mortgagee is not received within thirty (30) days of Landlord's request. 5. Tenant shall not be under any obligation to pay rent to Mortgagee until the Tenant shall have received written notice from Mortgagee that Mortgagee has succeeded to the interests of Land lord under the Lease or that Mortgagee has exercised its rights under the Loan Documents, and directing such payments be made to. Mortgagee. Landlord by its execution of this Agreement hereby consents to such direct payments made by Tenant to Mortgagee and hereby releases and discharges Tenant of, and from all liability to Landlord on account of any such payments. Upon receipt of such notice, Tenant shall make future payments due under the Lease to Mortgagee until notified otherwise in writing in accordance with the terms of the Lease and Tenant shall not be liable to Landlord to account for such payments. 6. (a) Tenant shall notify Mortgagee in writing at the address set forth herein of the occurrence of any default or event of default by Landlord under the Lease which would give Tenant the right to cancel or terminate the Lease; and Tenant will grant to Mortgagee up Lo 45 days or a reasonable time (not to exceed 45 days) in which to cure Landlord's default (which time shall be at least the period of time granted to the Landlord by the Lease), provided, however, that Mortgagee shall give Tenant written notice of Mortgagee's intent to cure Landlord's default within ten (IO) business days of receipt of Tenant's notice of Landlord's default Tenant agrees that it will not terminate or cancel the Lease on account of such default until such notice to Mortgagee has been given, and Mortgagee has had the opportunity to cure any such default. Should Mortgagee fail to so notify Tenant of Mortgagee's intent to cure Landlord's default within said ten (10) business days, then Tenant shall have all available rights and remedies (including the right to cure Landlord's default) under the Lease, at law and/or in equity. It is expressly understood and agreed that the above shall not be deemed to create any obligation of Mortgagee to cure any such default or defaults. (b) Mortgagee shall use its best efforts to copy Tenant on any notice of Landlord's default under the Loan Documents at the same time that Mortgagee shall serve a Notice Of Default on Mortgagor. 7. This Agreement may not be modified or amended, except by a writing by all parties hereto. Upon satisfaction of the Mortgage, this Agreement shall become null and void and beofno further effect. Landlord represents and warrants that, as of the date of this Agreement and the date of the Mortgage, there is no mortgage or trust deed encumbering the Premises except the Mortgage. 8. Whenever in this Agreement it is provided that notice be given to or served upon any of the parties, each such notice or demand shall be in writing, and any law or statute to the contrary notwithstanding, shall not be effective for any purpose unless the same shall be given or served as follows: If given or served by the Mortgagee, by mailing the same to the Tenant and Landlord by registered or certified mail, return receipt requested, or by overnight courier service provided a receipt is required, at the addresses listed on Page 1 of this Agreement, or at such other addresses as the Tenant and Landlord may from time to time designate by notice given to the Mortgagee; and if given or served by the Tenant, by mailing the same to the Mortgagee and Order: Non-Order Search Doc: KC:2013 20130917002040 Page 4 of9 Created By: bloedel Printed: 4/3/2014 6:58:09 AM PST • • 20130917002040.005 Landlord by registered or certified mail, retum receipt requested, or by ovemight courier service provided a receipt is required, addressed to the Mortgagee and Landlord at the addresses listed on Page I of this Agreement, or at such other addresses as the Mortgagee and Landlord may from time to time designate by written notice given to Tenant; and if given or served by Lan~lord, by mailing the same to Tenant and Mortgagee by registered or certified mail, retum receipt requested, or by overnight courier service provided a receipt is required, addressed to the Tenant and Mortgagee at the addresses listed on Page I of this Agreement, or such other addresses as the Tenant and Mortgagee may from time to time designate by written notice given to Landlord. 9. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their successors and assigns. In addition, this Agreement shall be binding upon any successor to Mortgagee's interest as Landlord of the Lease. [SIGNATURES ON FOLLOWING PAGE] Order: Non-Order Search Doc: KC:2013 20130917002040 Page 5 of9 Created By: bloedel Printed: 4/3/2014 6:58:09 AM PST 20130917002040.006 IN WITNESS WHEREOF, the parties hereto have hereunto caused this Agreement to be duly executed as of the day and year first above written. WITNESS: Name:------ Name: _____ _ Name: ------- Name: ______ _ Order: Non-Order Search Doc: KC:2013 20130917002040 MORTGAGEE: lbe Privatebank and Trust Company, an Illinois state chartered bank BY:RL Name: '.ii,; • .., b,. .... 1,1(....., Title: ,4.,,, .• l (M, f7' ~i<vk LANDLORD: TVC Renton Co. a Michigan Jim' LC., 1lity company BY:.~"---ll"'---------~ Nam .:---::!J.~~-1~~,"L/k1$,_ ____ ~ Title:_~A=,..."'-"';}'I<~"'<""--------- Page 6 of 9 Created By: bloedel Printed: 4/3/2014 6:58:09 AM PST 20130917002040.007 Califomla All.Purpose Acknowledgment State of CaDfomla County of IJ.llfttLLJb: On ¥1,, 1/J.I? befoni me.I/~ <,.,,C/t:/Jl,~"' f/J.de, personally appeared _....,,A ...... w ........ .t...;· d=t='rl)y...:.._.L--...:..• ..... 8_:JA ..... ':#1..,..u.'L....:Vl'---____ _ 1;,i;:,1:· s,;.~~· ,. ·• 6.S. ;~r.1: er::*" !r .l! who proved to me on the basis of satisfactofy evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their aulhoriZed capacity(ies), and that by his/her/their signature(&) on the instrument the person(s), or the entity upon behalf of which the person(s) aded, executed the instrument I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and conect. WITNESS my hand and official aeal. ~tltf.::.~ '"'"' ~-'" -----------OP110NALINFORMAnoN ------------ .oUtliC1L'Ji1 i l:J ~'1.V':ar.:C,, i,1 :.,is ?~elf~·, !tr::: rfJ,:,t.irE:1;; / ~s ~. :; l'4..·.~ .,.~1,.,e:;, ;i~::::t11' .. •i r.;~:i·1si ~.-;r.:' •;;>J!ts::};.-r.f;:'. Jf this 6C11l:l~1!edgmsnt lo en 1.ma::t:;odz~C: d:i::ume,,t i:ilr:5 rr,~.'/ p:"O\.'S !Js3fi;! io ;,,rs;·1s raiyi:19 on lt.'! ai!.!.-::hs;: ckr::iu;aont. · Description of Attached Document The pnocoding Cer1ificala of Ad<rlowledg.1-ls -to a documanl tiUedlfor 1he pulJ)OSe of _______ _ c:ontainlng __ pages, m,d dated------~ The &lgnel(s) capacity or aulhoflly islanl aa: 0 illl!Mduo(o) 0~ 0 COrpcnloOl!m(sJ ------,,--------=~,~. D-O--~ 0 Tlllltee(s) D Olhor: --------------- rep,esenllng: ---------- Order: Non-Order Search Doc: KC:2013 20130917002040 Page 7 of9 !-lelhod of Signer lde11111'alia11 PKMld ID rmGQ .. blllld -o_., ... r.o---, .... _.. .. dlClllecl In nalaly,..... an:: -·--·----°""" D -si,,... D ---a Created By: bloedel Printed: 4/3/20H 6:58:09 AM PST • 20130917002040.008 STATE OF RHO On this __ day of 13, before me personally appeared Roxanne E. Sicard who, being by me duly sworn, did depose an ay that she resides at Cranston, Rhode Island; that she is Assistant Secretary of Washington CVS Pli acy, L.L.C., a Washington limited liability company, the company described in and which execut the above instrument and that she executed this instrument on behalfofsaid company and that sh ad authority to do so. Notary Public Name: My Commission Expires: STATE OF MICHIGAN ) ) ss: COUNTY OF OAKLAND ) On this /:2..,:), day of ~B~. 2013, before me personally appeared I',l!JAIJ ~CD , who, being by me duly sworn, did depose and say thaJi,: D~ he/she resides at Pt!??nPf811 HIJ Vi ; that he/she isA'A'BffllS' /TIA[I/A-'6r' The Privatebank and Trust Company, an Illinois state chartered bank, the bank described in and which executed the above instrument and that he/she executed this instrument on behalf of said bank and that he/she had authority to do so. CdOOAhtu~&,/ NOTARY PUBU STATEOFMICHIGAN ) ) ss: COUNTY OF OAKLAND ) On this 3o{j day of /deus/:. 2013, before me personally appeared Steven Silk, who, being by me duly sworn, did d:pose and say that he/she resides at West Bloomfield, Michigan; that he/she is Manager ofTVC Renton Co. WA, L.L.C., a Washington limited liability company, the company described in and which executed the above instrument and that he/she executed this instrument on behalfofsaid company that he/s had aumity to do so. ~· i'~· OTARY PUBLIC Order: Non-Order Seardl Doc: KC:2013 20130917002040 Page 8 of9 --__ .. _ -eoun,y _0,1111211 _ ..... ~ .. :b . Created By: bloedel Prnted: 4/3/2014 6:58:10 AM PST EXHIBJT A (to SNDAl LOT A, KING COUNTY BOUNDARY LINE ADJUSTMENT NUMBER S9IL0069 RECORDED UNDER RECORDING NUMBER 9104261602, IN KING COUNTY, ' WASHINGTON. 20130917002040 009 Order: Non-Order Sean::h Doc: KC:2013 20130917002040 Page9 of9 Created By: l>oedel Printed: 4/3/2014 6:58:10 AM PST • G~ICAGO TITLE INS. ca .• REF# 13'f09q3 --r, ~ WHEN RECORDED RETURN TO, DAVID I. LOUGH, ESQUIRE HINCKLEY, ALLEN & SNYDER LLP 50 KENNEDY PLAZA, SUITE 1500 PROVIDECE, RI 20903 • • 1111111111111111 20131216000315 C)llCAGO TIT\.li ~E 81,18 1'111,E-181 OF 811 IZ/l&/Zt13 l!elZ ~ING COUNTY, 11A ® CHICAGO TITLE INSURANCE COMPANY pOCQMENT TITLB(s) l MEMORANDUM OF LEASE AND RESTRICTIONS ' 3 • Order Number: 001340943 REFERENCE NUMBER(s) OF DOCUMENT ASSIGNED OR RELEASED: D Additional reference numbers on page __ of document GRANTOR ( s) : l TVC RENTON CO. WA, L.L.C. 2 3 D Additional names on page ___ of document GRANTEB(s): l WASHINGTON CVS PHARMACY, L.L.C. 2 3 D Additional names on page -- ABBREVIATED LEGAL DESCRIPTION; Lot-Unit: A Block: Volume: of document Page: 20131216000315.001 Section: 29 Township: 23N Range: OSE Portion: PTN SE l/4 OF SW 1/4 PlatName: KING COUNTY Bl.JI. S91L0069 (#9104261602) CJ Complete legal description is on page __ of document ASSESSOR'S PROPERTY TAX PARCEL ACCOUNT NUMBBR{s): 292305-9125·06 Additional Tax Accounts are on page __ of document Note: This cover sheet Is prepared to conform to the requirements of Chapter 143, Laws of 1996. Nothing on this sheet alters the names, legal description or other Information In 1he attached document. The only purpose of this cover sheet is to assist the auditor In Indexing the document in conformance with statute. The Recorder will rely on the Information provided on this form. The staff will not reed 1he document to verHy the accuracy or completeness of the indexing Information provided herein. covBRJ/ 2100 Order: Non-Order Seardl Doc: KC:2013 20131216000315 Page 1 of 10 Created By: bloedel Printed: 4/3/2014 6:58:23 AM PST RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: David I. Lough, Esquire Hinckley, Allen & Snyder LLP Suite 1500 50 Kennedy Plaza, Providence, RI 20903 Re: Carr Road and Benson Drive, Renton, Washington (Space Abo~ for Recorder's Use Only) MEMORANDUM OF LEASE AND RESTRICTIONS 201312)6000315.002 THIS MEMORANDUM OF LEASE AND RESTRICTIONS ("Memorandum'') is made and entered into as of OE(f M81;:~ .LL, 2013, by and between TVC Renton Co. WA, L.L.C., a Michigan limited liability company ("Landlord"), and Washington CVS Pharmacy, L.L.C., a Washington limited liability company ("Tenant''). l. TERM AND PREMISES. For an initial lease term of twenty-five (25) years, from the date of delivery of the Premises (as hereinafter defined) by Landlord to Tenant in the manner and condition provided in the Lease and with all conditions to delivery of possession described in the Lease having been fulfilled ("Lease"), all of which provisions are specifically made a part hereof as though fully and completely set forth herein, Landlord leases to Tenant, and Tenant, subject to the terms and conditions of Section 2 of the Lease, leases from Landlord, that certain real property consisting of land and improvements described in Section 7 of the Lease located at the northwest comer of Carr Road and Benson Drive, Renton, County of King, State of Washington and more particularly described on Exbibit"A" attached hereto ("Premises"), together with all rights of ingress and egress and all other rights appurtenant to said Premises including, without limitation, the right to use the Improvements constructed or to be constructed on the Premises for the purposes authorized in the Lease, all of which rights are more particularly described in the Lease. The Premises are leased with the non-exclusive right to use all access areas benefiting the Premises, including portions of the property located to the north of the Premises owned by #51990076 vi I Order: Non-Order Search Doc: KC:2013 20131216000315 Page 2 of 10 Created By: blaedel Printed: 4/3/2014 6:58:23 AM PST 20131216000315.003 Landlord described on Exhibit "B" attached hereto (the "Excess Pan:el"), and more particularly described in the Reciprocal Easement Agreement by and between Landlord, Tenant and McDonald's USA, LLC and to be recorded in the King County Recorder's Office contemporaneously with this Memorandwn (the "Excess Pan:el Easement Agreement"); and the access areas benefiting the Premises, including portions of the property located to the northwest of the Premises owned by Maillet•Muir Associates, a Washington general partnership, described on Exhibit "C" attached hereto (the "Adjacent Parcel'), and more particularly described in the Reciprocal Easement Agreement by and between Tenant and Mai!let•Muir Associates, a Washington general partnership, dated as of September 13, 2013, and filed in the King County Recorder's Office as Docwnent Number 2013091300267S (the "Adjacent Parcel Easement Agreement''). 2. OmONS TO EXTEND TERM. Reference is particularly made to Section 3 of the Lease wherein Tenant is granted eight (8) successive options to extend the Lease Term for five (S) year, each on the terms and conditions set forth therein. 3. WAIVER QF LANDLORD'S LIEN. Reference is made to Section 23(c) of the Lease wherein Landlord waives any and ail rights it may have to any statutory, pre-judgment landlord's lien on Tenant's inventory, trade fixtures, removable equipment and other personal. property located within the Premises. 4. USE RESTRICTIONS AND EXCLUSIVES. a) If Landlord, or any of Landlord's Affiliates (as defined below), hold or acquire any interest in any land immediately adjacent to the Premises or at the same intersection as the Premises, in the event that the Premises is located at an intersection, (whether accomplished directly by direct ownership, or indirectly through the use of leases, cross-easement agreements or similar documents), during the Term, Landlord agrees that (unless any premises on said land are already so leased and/or used) Landlord shall not allow any of the premises on such land to be leased or to be used for a health and beauty aids store, a greeting card and gift store, a candy store, a store offering one-hour or other on-site photo processing, a vitamin store, a pharmacy mail order facility, a drug store, a pharmacy prescription department, retail health center, and/or a discount, 99 cents store or "dollar'' store which sells general merchandise (a "Dollar Store"), and/or for the sale ofbeer, wine or other alcoholic beverages for off-premises consumption. Examples of a Dollar Store (without limiting such Dollar Stores only to those listed) are stores such as Fred's, Dollar Store, Dollar General, or Family Dollar. b) As used in the Lease: the term "pharmacy prescription department" shall include the dispensing of prescription drugs by physicians, dentists, other health care practitioners, or entities such as health maintenance organizations, where such dispensing is for #51990076 vi 2 Order: Non-Order Search Doc: KC:2013 20131216000315 Page 3 of 10 Created By: bloedel Printed: 4/3/2014 6:58:23 AM PST • 20131216000315.004 profit; and a "health and beauty aids store" shall mean a store which devotes more than five percent (5%) ofits retail selling space to the display and sale of health and beauty aids. c) The term "Landlord's Affiliates" shall mean and refer to (i) any spouse, ancestor, descendant or sibling of Landlord; (ii) any corporation in which Landlord is or was an officer, director, or shareholder; (iii) any partnership in which Landlord is or was a partner; (iv) any trust which is or was for the benefit of Landlord or any spouse, ancestor, descendant or sibling of Landlord; (v) any limited liability company ("LLC") in which Landlord is or was a member or manager; (vi) if Landlord is a partnership, any partner of Landlord; (vii) if Landlord is a corporation, any officer, director or controlling shareholder of Landlord; (viii) if Landlord is an LLC, any member or manager of Landlord; and (ix) any other person or entity sharing common ownership with, or having an interest directly or indirectly in, Landlord. 5. RIGHT OF FIRST REFUSAL. Pursuant to Section 32 of the Lease, Landlord grants to Tenant the right to purchase all or any portion of the Premises on the following terms and conditions (the "Right of Finl Refusal"): a) If Landlord should at any time during the Term receive a bona fide offer to purchase all or any portion of the Premises (the "Refusal Offer") from a third party and Landlord desires to accept such offer, Landlord shall deliver to Tenant a notice (the "Acquisition Notice") setting forth the name of the prospective purchaser and the terms and conditions of such Refusal Offer. b) Tenant shall have twenty (20) days from receipt of the Acquisition Notice to exercise its Right of First Refusal by delivering notice thereof to Landlord. Delivery of such notice shall obligate Tenant to purchase the Premises (or the applicable portion thereof) on the date which is sixty (60) days after receipt of the Acquisition Notice (or any earlier date requested by Tenant) and on the terms and conditions set forth in the Acquisition Notice, provided however, that no such notice by Tenant of its exercise of such Right of First Refusal shall be binding on Tenant or Landlord unless such notice is also executed by the Leasehold Mortgagee if a Leasehold Mortgage shall at that time be in force and effect. In the event Tenant shall not elect to exercise its Right of First Refusal or fails to timely deliver proper notice within the twenty (20) day period, Tenant shall conclusively be deemed to have waived its Right of First Refusal as to the transaction described in the Acquisition Notice in question and Landlord may thereupon proceed to sell the Premises (or portion thereof) on the terms and conditions and to the party specified in the Acquisition Notice in question, and in the event the Premises (or portion thereof) is sold as set forth in the Acquisition Notice in question, the Right of First Refusal shall be applicable to any future sales, and this Lease shall remain in full force and effect. Modifications may be made in the offer outlined in the Acquisition Notice without the necessity of resubmitting the offer to Tenant, provided that the purchase price is not reduced, the payment terms are not #51990076 vi 3 Order: Non-Order Search Doc: KC:2013 20131216000315 Page 4 of 10 Created By: bloedel Printed: 4/3/2014 6:58:23 AM PST • 20, 312~ 6000315.005 changed, and provided that the closing date is not extended for a period in excess of one hundred eighty ( 180) days. c) Tenant shall have no right to exercise the Right of First Refusal at any time when a Tenant's Default exists hereunder, and no such Right of First Refusal shall be deemed exercised unless all of the provisions of Section 32(b) of the Lease shall have been satisfied. The period during which Tenant may exercise the Right of First Refusal shall not be extended by reason of Tenant's inability to exercise such Right of First Refusal as a result of the existence of a Tenant's Default hereunder. 6. PURPOSE OF MEMORANDUM. This Memorandum is prepared for the purpose of providing record or constructive notice of: (a) the Lease; (b) Tenant's interest in the Premises thereunder; and (c) the perpetual and temporary easements appurtenant to the Premises, licenses, rights of way and terms, covenants, conditions and provisions thereof as described in the Lease, and in no way modifies the express and particular provisions of the Lease. Reference is hereby made to the Lease for a more complete description of the terms. Terms used herein not otherwise defined shall have the meanings ascribed to them in the Lease. [Remainder of Page Intentionally Left Blank] #S1990076 vi 4 Order: Non-Order Search Doc: KC:2013 20131216000315 Page 5 of 10 Created By: bloedel Printed: 4/3/2014 6:58:23 AM PST 20131216000315.006 IN WITNESS WHEREOF, this Memorandum of Lease has been executed as of the date first written above. LANDLORD: STATEOF7lJ~..,.-, COUNTY OF . "Jm:/ . In ~~~a~~on thisffiAct?J.of btn~ , 2013, before me personally appeHLffei~ [Person], z~~~ [Title] of TVC Renton Co. WA, L.L.C., a Michigan limited liability company, w ~ed to me through satisfactory evidence of identification, which was O e!!_otographic identification with signature issued by a federal or state governmental agency, or LJ personal knowledge of the undersigned, to be the party executing the foregoing instrument and he/she acknowledged said instrument, by him/her executed to be his/her free act and deed, his/her free act and deed in said capacity and the free act and deed ofTVC Renton Co. WA, L.L.C. #Sl990076v1 Order: Non-Order Seard! Doc: KC:2013 20131216000315 ~/. Printed Name:~MN ,,1;1,,,.,e'#'.i/.ae,,"~ My Commissi pires: B 7£: ;I).? [Affix No~l,,lolliiilili, ____ _....,_~ Page 6 of 10 CYNTHIA MARI£ HMSETH · Nallr)' l'ullllc • Mldllpn -c:...., -MW caarv r r: fllllra Aul 11. zmo.~ Acting In itit CO&fllty alt~'91(61: Created By: bloedel Printed: 4/3/2014 6:58:23 AM PST 20131216000315.007 IN WITNESS WHEREOF, this Memorandum of Lease has been executed as of the date first written above. ST A TE OF RHODE ISLAND TENANT: Washington CVS Pharmacy, LL.C., a Washington limited liability company B~l~~ N 7:'BrennaB.J r Title: Assistant Secretary COUNTY OF PROVIDENCE -:u~ In Woonsocket on thisZ day of t,u,e111be,, 2013, before me personally appeared Brenna B. Jordan, Assistant Secretary of Washington CVS Pharmacy, L.L.C., a Washington limited liability company, who proved to me through satisfactory evidence of identification, which was D photogr~ identification with signature issued by a federal or state governmental agency, or e::J personal knowledge of the undersigned, to be the party executing the foregoing instrument and he/she acknowledged said instrument, by him/her executed to be his/her free act and deed, his/her free act and deed in said capacity and the free act and deed of Washington CVS Pharmacy, L.L.C. •• ;. -_.,!. .. . . ... ... #51990076 ' . ' • . .. 1 . Order: Non-Order Search Doc: KC:2013 201312160003!5 l5Z4,.-,~ Notary Public Printed Name:-------- My Commission Expires: ----- [Affix Notary Seal] Busan Dupre Notary Public State of Rhode Island My Co11" Jsslon E,cplras ()6j02/2015 Page 7 of 10 Created By: bloedel Printed: 4/3/2014 6:58:23 AM PST ' 20131216000315.008 Exhibit "A" (Legal Description of the Premises) THAT PORTION OF LOT A, KING COUNTY BOUNDARY LINE ADJUSTMENT NUMBER S91L0069, RECORDED UNDER RECORDING NUMBER 9104261602, IN KING COUNTY, WASHINGTON, LYING SOITTH OF THE FOLLOWING DESCRIBED LINE: COMMENCING AT THE NORTHWEST CORNER OF SAID LOT A; THENCE SOUTH 01°45'15" WEST, ALONG THE WEST LINE OF SAID LOT A, A DISTANCE OF 193.22 FEET TO THE POINT OF BEGINNING; THENCE NORTH 87°13'56" EAST, 346.91 FEET TO THE EAST LINE OF SAID LOT A AND THE TERMINUS OF THIS DESCRIBED LINE. #51990076 Order: Non-Order Seardl Doc: KC:2013 20131216000315 Page 8 of 10 Created By: bloedel Ptinted: 4/3/2014 6:58:24 AM PST • 20131216000315.009 E;thibit "B" (Legal Description of the Excess Parcel) THAT PORTION OF LOT A, KING COUNTY BOUNDARY LINE ADJUSTMENT NUMBER S91L0069, RECORDED UNDER RECORDING NUMBER 9104261602, IN KING COUNTY, WASHINGTON, LYING NORTH OF THE FOLLOWING DESCRIBED LINE: COMMENCING AT THE NORTHWEST CORNER OF SAID LOT A; THENCE SOUTH 01°45'15" WEST, ALONG THE WEST LINE OF SAID LOT A, A DISTANCE OF 193.22 FEET TO THE POINT OF BEGINNING; THENCE NORTH 87°13'56" EAST, 346.91 FEET TO THE EAST LINE OF SAID LOT A AND THE TERMINUS OF THIS DESCRIBED LINE. #519!Xl076 Order: Non-Order Seard, Doc: KC:2013 20131216000315 Page 9 of 10 Created By: bloedel Printed: 4/3/2014 6:58:24 AM PST ' 20131216000315.010 Exhibit "C" (Legal Description of the Adjacent Parcel) LOT C, KING COUNTY BOUNDARY LINE ADJUSTMENT NUMBER S9JL0069, RECORDED UNDER RECORDING NUMBER 9014261602, IN KING COUNTY, WASHINGTON. #51990076 Order: Non-Order Search Doc: KC:2013 20131216000315 Page 10 of 10 Qeated By: bloedel Printed: 4/3/2014 6:58:24 AM PST