HomeMy WebLinkAboutDeed APPLICANT 8/6/2008
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( Dlvl.lon of Chl.f D.puty Cle~k
L.n. County D..dS ~ RecordS
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11111\nll~lllllllIll\11111 \11 )\III~1I11 $211,00
10 ~8!l2006006298203Q-,~- 08/3012006 01 :01:49 Pl\
RPR-DTR Cnt=3 Stnm!l CASHIER 08
110 00 1180.00 $10.00 Sll.00
After Fl1mg Return To
Paul W Ip
Vice Presldent Commercial Bankmg
HSBC Bank USA
Swte 1650
601 SW Second Avenue
Portland, OR 97204-3157
DEED OF TRUST,
SECURITY AGREEMENT AND FINANCING STATEMENT
Grantor(s):
I Pape Properties, lnc
Grantee(s):
1 HSBC Bank USA, NatIOnal AssoCIation
Abbreviated Legal Description (lot, block and plat name, or sectlOn-townshlp-range)
Parcel 2, Land Partll10n Plat No 93-P0340
o Additional legal descriptIon IS on Exlublt A
Tax Account Number(s): 1505047
Reference Numbers of Documents Assigned or Released (if applicable):
N/A
AFTER RECORDING RETURN TO
FIDELITY NATIONAL TITLE INSURANCE
COMPANY OF OREGON
BOO WILLM'ETTE ST , #500
EUGENE, OR 97401
Glenwood
Date Received
AUG - 6 2008
Ongmal Submltt~1
1/1 DIl Ih--
fNT
Glenwood
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DEED OF TRUST,
SECURITY AGREEMENT AND FINANCING STATEMENT
P APE PROPERTIES, INe ,
as Grantor
to
Fidelity Nattonal Title Insurance Company,
as Trustee
for the benefit of
HSBC Bank USA, NatIonal AssociatIon,
as BenefiCiary
Dated AUguSl_, 2006
Date Received:
AUG - 6 2008
Onglnal Submltt""
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TABLE OF CONTENTS
1 SECURED OBLIGA nONS
2 [INTENTIONALLY OM1ITED]
3 GRANT.
4 SECURITY AGREEMENT
5 PAYMENT OF INDEBTEDNESS, PERFORMANCE OF SECURED
OBLIGATIONS
6 GRANTOR'S TITLE
7 STATUTORY AND COMMON LAW LIENS, TAXES AND OTHER
CHANGES
7 I Statutory and Common Law Liens ....
7 2 Taxes and Other Charges on the Collateral
7 3 Recordmg Fees and Other Taxes Imposed on BenefiCiary
74 Receipts. .......
7.5 ReImbursement for Certam Taxes and Costs
7 6 RIght to Contest
8 FURTHER ENCUMBRANCES
9 STATEMENT OF AMOUNT OWING
10 RESERVE ACCOUNTS
11 LATE CHARGES
12 OPERATION OF THE PROPERTY, COMPLIANCE WITH LAWS
13 MAINTENANCE, ALTERATION, INSPECTION
13 1 Repair, Mamtenance and Alteration
13 2 Replacement of EqUipment
14 BENEFICIARY'S ACTION
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15 ZONING, TITLEMATIERS
16 INSURANCE
17 BENEFICIARY'S RIGHT TO PROTECT COLLATERAL
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18 INDEMNITY
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19 LEASES AND RENTS
19 1 Leases
192 Assigmnent of Rents and Leases, Grantor's RIght to Collect
20 USE OF THE PROPERTY
21 CONDEMNATION, CASUALTY LOSS
22 W ANERS BY GRANTOR,
23 ACTIONS BY TRUSTEE, RECONVEYANCE
24 APPOINTMENT OF RECENER
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25 EVENTS OF DEFAULT
26 REMEDIES
27 REPAIRS AND ADVANCES DURING REDEMPTION PERIOD
28 EXAMINATION OF BOOKS AND RECORDS .
29 FORECLOSURE OF TENANT'S RIGHTS, SUBORDINATION
30 PREPAYMENT TERMS NOT AFFECTED BY DEFAULT AND
ACCELERATION
31 RIGHT OF SUBROGATION
32 ADDITIONAL SECURITY INSTRUMENTS
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33 MODIFICATION, WAIVER
34 JOINT AND SEVERAL LIABILITY, CUMULATNE REMEDIES
35 SUCCESSORS AND ASSIGNS
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36 GENDER, NUMBER, DEFINITION OF "BENEFICIARY" .. ....25
37 INVALIDITY. 25
38 USURY 25
39 NOTICES 25
40 APPOINTMENT OF TRUSTEE AND BENEFICIARY 25
41 REPORT OF REAL ESTATE TRANSACTION 25
42 FOREIGN INVESTMENT ACTS AND REGULATIONS .26
43 CONTROLLING DOCUMENT 26
44 GOVERNING LAW 26
45 ATTORNEYS' FEES. 26
46 COMMERCIAL LOAN 27
47 NONDISCRIMINATION 27
48 NO OFFSET 27
EXHIBIT:
A Legal DescnptJon
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DEED OF TRUST,
SECURITY AGREEMENT AND FINANCING STATEMENT
THIS DEED OF TRUST, SECURITY AGREEMENT AND FINANCING
STATEMENT IS made as of the 1;Qday of August, 2006, by Pap<! I\v}'v.;.es,lnc, an Oregon
corporatJon, as Grantor, whose address IS 355 Goodpasture Island Road, Eugene, Oregon 9740 I.
to Fl(lehty National Title Insurance Company, as Trustee, whose address IS 900 SW Fifth
Avenue, Portland, Oregon 97204, for the benefit ofHSBC Bank USA, NatJ.onal AssoclatJon, as
BenefiCiary, whose address IS 601 S.W. Second Avenue, Swte 1650, Portland, Oregon 97204
1. Secured Obhgations. TIns Deed of Trust IS given to secure the foUowmg (the
"ObhgatJ.ons").
1.1 Payment of a loan m the cum:nt pnnClpa1 amount of Twelve MUhon SIX
Hundn:d Seventy One Thousand Two Hundred FJfty Umted States Dollars (USD12,671,250),
together With Interest thereon, late charges and other amounts due accordmg to the terms of
prOInlSsory note, payable to BenefiCiary or order and made by Grantor (the "Note," winch term
shall mclude all notes eVldencmg the Indebtedness secured by tins Deed of Trust and all
replacements, renewals, modJficatJons or extensIOns thereof),
1.2 Payment of any costs and expenses mcurred or advances made by
BenefiCiary pursuant to tins Deed of Trust or any other documents executed by Gnmtor secunng
or relating to the Note and/or the Collateral. whether executed pnor to, contemporaneously With
or subsequent to tins Deed of Trust to protect the Collateral or fulfill Grantor's obhgatlons under
the Loan Documents, or as a result of Grantor's default hereunder, together With mterest thereon
from the tune such costs and expenses are mcurred or advances made, at the Default Rate as
defined m the Note, unless a different I..;v.v.. rate IS specified In the Loan Documents or agreed
to m writing,
1.3 Payment of any further swns loaned by BenefiCiary to Grantor, or any of
Its successors or asSigns, together With Interest thereon at the rate set forth m the Note (unless a
drlferentmterest rate IS specified III the Loan Documents or agreed to m wntmg) If the note or
other writmg eVldencmg the further loan states that It IS secured by tins Deed of Trust. and
1.4 Performance of each agreement, term and condJtJon set forth or
Illcorporated by reference herem or m the other Loan Documents_
1 5 In addJtJon to certam other Loan Documents, Grantor has executed an
Unsecured EnVl1'onmentallndemmty Agreement (the "lndemruty Agreement") In co~ectlOn
With the Note NotWJthstandmg any other proVlSlOn oftlus Deed of Trust, any other Loan
Document, or the Indemmty Agreement, tins Deed of Trust does not secure (I) any obligations
under the Indemruty Agreement, or (11) any obhgatJ.ons under tins Deed of Trust or any Loan
PAGE 1 - DEED OF TRUST, SECURITY AGREEMENT AND FINANCING STATEMENT
POX 1503385\'1 61072.26
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Document that are substantIally equivalent to the obligations ansmg under the Indemmty
Agreement, and none of these unsecured obligations shall be mc1uded m the tenn "Secured
ObligatJons" As used herem, "Loan Documents" means the Note, tlus Deed of Trust, and any
other document executed by Grantor m connection With the mdebtedness secured hereby,
mc1udmg WIthout limitatIon any loan agreement, but exc1udmg the Indemmty Agreement
2. [Intentionally omitted].
3. Grant. Grantor lfrevocably grants, bargains, sells and conveys to Trustee, m
trust, WIth power of sale and nght of entry, all of Grantor's estate, nght, title and mterest, now
owned or hereafter acqwred, m and to the followmg property and nghts
3.1 The real t'.ut'u'~1 descnbed m Exlublt A attached hereto and mcorporated
herem by thiS reference, now owned or hereafter acqUired, mcludmg all easements, agreements,
tenements, reverSions, remainders, licenses, pnvlleges, Imgatlon and water nghts, water stock,
timber, crops, 011 and gas nghts, royalties, mmerals and mmeral nghts, development nghts, or
other nghts belongmg or m any way appurtenant thereto, mcludmg Without limltalton (I) any
easement, nght or license m, to or under any streets, ways, alleys, vaults, gores or Strips of land
adJomlllg such real property or any portion thereof, or m or to the iIlr space over such real
property or any land adJommg such real property, (n) all nghts ofmgress and egress With respect
to such real property or any land adJolmng such real property, and (111) all claims or demands of
Grantor, either at law or m eqUity, m possessIOn or expectancy, m or to such real property (all of
the foregomg heremafter collectIVely referred to as the "Land''),
3 2 All bUlldmgs, structures, Improvements, equipment, and property now or
hereafter bUilt on or m, or affixed to, the Land, mcludmg but not limited to boilers, engmes,
motors, dynamos and generating eqUipment, computers, computer workstaltons and tennmals
used m the operation ofbulldmg systems, telephone and other communications systems, plpmg
and plumbmg fIXtures, stoves, ranges, coolang apparatus and mcehamcal kItchen eqUipment,
dIshwashers, clothes-dryers, rethgerators and freezers, coohng, heatmg, ventilatmg, spnnklmg
and vacuum cleanmg systems, fire extmgUlslung apparatus and eqUipment, gas and electnc
fixtures, Imgatlon systems and eqUIpment, carpctmg and underpaddmg, fire alarm, sceunty and
access control systems, elevators, escalators, parl1tJons, mantels, bUllt-m mirrors, wmdow
shades, blinds, screens, stonn sash and awrungs, furmture and fumlslungs of public spaces, halls
and lobbies, mcmeratmg systems and eqUIpment, and shrubbery and plants (all of the foregomg
heremafter collectIVely referred to as the "Improvements", the Land and Improvements are
referred to collectively as the "Property"), all property mentJoned m thiS subsectIOn 3 2 shall be
deemed part of the realty and not severable wholly or m part WIthout matenal mJury to the
Property, and
3 3 All rents, ISSUes and profits of the Property, all eXlstmg and future leases
of the Property (mcludmg extenSions, renewals and subleases) and all agreements for use and
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occupancy of the Property (all such leases and agreements whether wntten or oral are hereafter
referred to as the "Leases"), and all guarantIes of tenants' performance under the Leases,
together With the nrunedlate and contmumg nght to collect and receIVe all of the rents, mcome,
receipts, revenues, ISSUes, profits and other mcome of any nature now or hereafter due (mcludmg
any inCOme of any nature commg due dunng any redemptIon period) under the Leases or from or
ansmg out of the Property mcludmg mlmmwn rents, addItional rents, percentage rents, parking
or common area mamtenance contnbutIons, tax and msurance contnbutlons, defiCiency rents,
forfeitures or liqUIdated damages followmg default m any Lease, all proceeds payable under any
policy of msurance covenng loss of rents or other mcome resultIng from untenantability caused
by destruchon or damage to the Property, all proceeds payable as a result of exercise of any
ophon to purchase the Property, all proceeds denved from the tenninahon or rejection of any
Lease m a bankruptcy or other msolvency proceedmg, and all proceeds frorn any nghts and
claIms of any kmd that Grantor may have agamst any tenant under the Leases or any occupants
of the Property (all of the above are hereafter collechvely referred to as the "Rents"), tIus
subscellon 3 3 IS subject to the nght, power and authonty, If any, given to Grantor m the Loan
Documents to collect and apply the Rents
4. Security Agreement. ThiS Deed of Trust shall constitute a secunty agreement
under the Umform Commercial Code between Grantor as debtor and BenefiCiary as secured
party Grantor grants a secunty mterest to BenefiCiary m any of the Property or Rents that IS
personal property and also grants a secunty mterest to BenefiCiary III the followmg property now
owned or hereafter acqwred by Grantor
4.1 To the extent the same arc nol Improvements, all furniture, furmshmgs,
appliances, machmery, equipment and other property of any land now or hereafter located on the
Property, used or mtended to be used on the P."< ..;,: wherever actually located, or purchased
WIth the proceeds of the Note, and all nghts of Grantor as lessee of any property descnbed m
subsecllon 3 2 above, and to the extent the same are personal property and not real property, the
Leases and Rents,
4.2 With respect to the property descnbcd m Secllons 3 and D, 4 3-4 8 all
unearned premIUms under msurance poliCies covenng such property now or hereafter obtamed
by Grantor, all proceeds (mcluding, WIthout bmltahon, funds, accounts, depoSits, mstruments,
general mtanglbles, notes or chattel paper) oflhe voluntary or mvoluntary conversIOn thereof
mto cash or other hqUldated clamlS, includmg proceeds of hazard, htle and other msurance and
proceeds received pursuant to any sales or rental agreements, aU refunds or rebates of taxes or
assessments thereon, all nghts of acllon m respect thereof,
4.3 All plans, speCificatIons, contracts, agreements and purchase orders
pertalmng or mCldental to the deSign or conslruclion of any Improvements, Grantor's nghls
under any payment, performance or other bond In conneclion With constructIon of
Improvements, and all construclion matenals, supplies and eqUipment delivered to the Property
PAGE 3. DEED OF TRUST, SECURITY AGREEMENT AND FINANCING STATEMENT
pox lS0338S,1 61072-23 Date Received:
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or Intended to be used 10 connecbon With the construction of Improvements wherever actually
located,
4.4 All contracts, accounts, nghts, causes or causes of acbon pertamlng to or
atTecbng the:- ,....-"";Y or the property described m SectIOn 4 I mcludmg, Without hrrutallon, all
ophons or contracts to acquire other property for use m connechon With operabon or
development of the Property, management agreements. sefV1ce agreements, depOSits. bank
accounts. general intangibles (mcludmg, WithOUt limltahon, trademarks, trade names and
symbols), penmts. licenses, franchiSes. certlficates and refunds or rebates of taxes or assessments
thereon,
4.5 All commItments or agreements, now or hereafter m existence, mtended
by the obhgor thereof to prOVide Grantor With proceeds to sabsfy the Note or Improve the
Properly and the nght to receive all proceeds due under such comnutments or agreements
Includmg refundable depOSits and fees,
4.6 All books, records, surveys, reports and other documents related to the
Property, Leases, Rents or other Items of collateral descnbed 10 tlus Sechon 4 or related to the
construchon or operabon of Improvements,
4.7 All addlbons, acceSSions, replacements, substituhons, proceeds and
products of the properly descnbed In thiS Secl10n 4, and
4.8 With respect to the Property, all Judgments, damages, awards, settlements
and compensahon (mcludlng mterest thereon) for any lOJury to or decrease m the value thereof
for any reason, Includmg, wlthoutlurutahon, the ta10ng by emment domam, condemnabon or
othelWlse of all or any parl thereof
The Properly, Leases, Rents and the property descnbed m tIus Sechon 4 are collecl1vely
referred to herem as the "Collateral"
5. Payment of Indebtedness; Performance of Secured Obligations. Grantor shall
pay and perform all of the Secured ObligatiOns on or before the date such payment or
performance IS due
6. Grantor's Title. Grantor has good, marketable and Insurable I1tle to, and the
nghtto convey, an mdefeaslble fee Simple estate In the Property, Rents and Leases, and good
and marketable title to and the nght to convey the other Collateral. subject to no liens,
encumbrances, easements, assessments, secunty mterests, cla1ll1s or demands of any kind except
those set forth In Exlublt A and those approved by Beneficiary in wntmg (collecl1vely, the
"Excephons"). and real estate taxes and assessments for the current year The Exceptions and
the real estate taxes and assessments are not delinquent or In default Grnntor hereby warrants
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and agrees to defend title to the Collateral and Will defend the vahdlty and pnonty of the hen of
thiS Deed of Trust and the secunty mterest granted herem agamst any chums or demands
7. Statutory and Common Law Liens; Taxes and Other Changes.
7.1 Statutory and Common Law Liens. Grantor will keep the Collateral
free from statutory or common law hens of any !ond, except the hen of taxes and assessments not
yet due and payable, and pay all claims and demands of mechanICS, matenalmen, laborers and
others WhiCh, If unp81d, might result m, or pemnt the creallon of, a hen on the Properly Grantor
shall payor cause to be p81d all rents, all amounts secured by the Excepllons, any further
encumbrances permitted by BenefiCiary, and any applicable mterest, penallles or fees, mcludmg
attorneys' fees, that may now or hereafter be leVied, assessed or claimed m respect of the
Collateral or any part thereof
7,2 Taxes and Other Charges on the CollateraL Grantor Will promptly pay
before delmquency all taxes and assessments, water, sewer and other ulllity rates, pennit,
mspeclion and hcense fees, and other governmental and quasi-governmental fees or charges,
general and speCial, ordmary and extraordmary, foreseen and unforeseen, heretofore or hereafter
assessed, leVied or otherwise Imposed agamst or upon or WIth respect to, or which may become a
lien upon, all or any part of the Collateral or ansmg m respect of the occupancy, use or
possession thereof, together WIth all penalties and mterest for late or nonpayment
7.3 Recording Fees and Other Taxes Imposed On Beneficiary. Grantor
will pay any and all taxes, charges, fihng, regtstrallon and recordmg fees Imposed upon
BenefiCiary by reason of, or levied or charged m conneclion WIth, the execul1on, dehvery and/or
recordmg of the Loan Documents or the ownerslup of this Deed of Trost or any mstrument
supplemental hereto, any secunty mstrument with respect to any Collateral or any mstrument of
further assurance
7.4 Receipts. On request by Benefictary, Grantor shall funnsh proof of
payment salisfactory to BenefiCiary at the lime payment IS made by Grantor of all hens, charges,
taxes and assessments which Grantor IS obhgaled to pay hereunder
75 Relmbursemeut for Certalu Tnes aud Costs. In the event of the
enactment of or change ID (mcludmg, Without hmltalion, a change m mterpretatlOn of) any
applicable law sUbJcct10g BenefiCiary to any tax measured by or based on the 10debtedness
secured hereby, m whole or m part, and the result IS to mcrease the taxes Imposed upon
BenefiCiary or to reduce the amount of any payments receIvable hereunder, then Grantor shall,
on demand, pay to BenefiCiary addlllonal amounls to compensate for such mcreased costs or
reduced amounts, proVIded that 10 such event Grantor shall have the nght to prepay the Note, or
any pOrllon thereof, together Wlth any prepayment fee, m accordance WIth the prOVISIons of the
Note, and, ,orovlded, further, thaI If any such additional payment or reimbursement shall be
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unlawful or would constItute usury or render the Note wholly or partJally usunous under
applicable law, then BenefiCiary may, at Its optJon, declare the Note unmediate1y due and
payable or reqwre Grantor to payor reunburse BenefiCIary for payment of the lawful and
nonusunousportJonthereof
7.6 Right to Contest. Notwilhstandmg anytlung set forth m thiS secl1on, so
long as an Event of Default shall not have occurred hereunder and be contmumg, Grantor shall
have the right to contest or object to the amount or validity of any tax, charge, hen, claun or
demand by appropnate admlIllstratJve or JudiCial proceedmgs so long as (I) Grantor notifies
BenefiCiary of Grantor's mtent to contest or object to such tax, charge, hen, claim or demand,
(u) Grantor shall have provided BenefiCiary WIth eVidence reasonably satisfactory to BenefiCIary
that such proceedmgs shall operate to prevent the sale of the Property or any porlIon thereof,
(111) Grantor shall have furnished BenefiCiary With a bond, cash depoSIt or other secunty or
assurances reasonably satisfactory to BenefiCiary m the amount of one hundred fifty percent
(J 50%) of such tax, charge, hen, claim or demand plus costs and expenses, mcludmg Without
hmltatlon attorneys' fees, disbursements, court costs and mterest for which Grantor may
reasonably be expected, m BenefiCiary's OplD10n, to become hable m connection With such tax,
charge, hen, chum or demand, If such contest or objection IS not successful, and (IV) on a final
detenmnatlon of such contest which IS not appealable or IS not bemg appealed by Grantor,
Grantor shall pay the amount of such lax, charge, hen, claim or demand, If and when due
8. Further Encumbrances. Subject to any other proViSion of the Loan Documents
penmttmg further encumbenng of the Property, Grantor shall not encumber the Collateral or any
portion thereof for current or future debt Without the Pnor consent of BenefiCiary, wluch consent
may be given or Withheld m BenefiCiary's sole discretion
9. Statement of Amount Owing. Grantor upon request by BenefiCiary from time to
tune wlllli.umsh to BenefiCIary a wntten statement duly acknowledged by Grantor of the amount
secured by thiS Deed of Trust and whether Grantor claims that any offsets or defenses eXist
agamst the Secured Obhgatlons secured hereby
10 Reserve Accounts. If Grantor shsU fall to pay when due any taxes, assessments,
ground rents or msurance premiums, BenefiCiary may, at Its optIon at anytime thereafter, reqUIre
Grantor to pay, In addll10n to payments of pnnClpal and/or mterest under the Note, W1thm ten
(10) days followmg the malhng of a notice from BenefiCiary requesting such payment, the sum
as estunated by BenefiCiary of the amount of any ground rents, taxes or assessments on the
P.~..~.;/ and premiums on msurance pohcles required herem that will become due and payable
wlt1un sIxty (60) days follOWIng the datc of such request Such sum shall be held by BenefiCiary,
WIthout mterest, m a reserve control account to pay such ground rents, premiums, taxes and
special assessments Any excess funds m the reserve account above the amount reasonably
accumulated for payments to become due may be credited by BenefiCiary against either any
amounts then due and payable under the Loan Documents or the next payments commg due for
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reserves If the reserve account docs not have sufficient funds to make the payments when they
become due, Grantor shall pay to Beneficiary the amount necessary to make up the deficiency
wlthm fifteen (15) days after wntten notice to Grantor If Beneficiary acquires the Collateral
through foreclosure and sale or otherwIse, BenefiCiary may, at the lime of commencement of
foreclosure proceedmgs or at the time the Collateral IS othCfWlse acqwrcd, apply the remammg
funds m the reserve account, less such sums as Will become due and payable dunng the
pendency of any foreclosure proceedmgs, agamst any amounts due under the Loan Documents
The reserve account IS solely for the protection of Beneficiary BenefiCiary shall have no
'''''l'uuSlb,hty except to properly credit sums actually receIVed by It On assIgnment of thiS Deed
of Trust by BenefiCiary, any funds m the reserve account shall be turned over to the assIgnee and
any responslblhty of Beneficiary With respect thereto shall temunate Each transfer of the
Property shall automalically transfer to the transferee all nghts of Grantor to any funds m the
reserve account. NotWIthstandmg the foregomg, If Grantor contests any taxes or assessments as
allowed herem, then such taxes or assessments shall not be rcqUlfed to be depOSIted m the
reserve account
11. Late Cbarges. Unless Otherwise proVlded m the other Loan Documents, Ifany
payment or portion thereof due hereunder or under any other Loan Document IS not paId Within
ten (10) days after the date It IS due, BenefiCiary may collect, and Grantor agrees to pay WIth
such payment, a late charge of five cents ($ 05) for each dollar so overdue, as hqwdated damages
for the addlltonal expense ofhandhng such dehnquent payments. Grantor acknowledges that the
actual damages that BenefiCiary would illCur due to Grantor's late payments IS Impossible to
detenmne accurately and that the amount set forth above IS a reasonable estimate of such actual
damages
12. Operation of tbe Property; Compliance Wltb Laws Grantor has and WIll
mamtaln, and shall dehver to BenefiCiary on request COpies of, all certificates, hcenses,
authonzatlons, registrations, penmts and/or approvals required for the construClion and operatIOn
of the Property and for the conduct of Grantor's busilless at the Property, all of whIch are as of
the date hereof In full force and effect and not subject to any fCvocatlon, amendment, release,
suspensIOn or forfeIture To the extent apphcable to Grantor or the Property, Grantor Will
perfonn and comply promptly With, and cause the Property to be mamtamed, used and operated
ill accordance With, any and all (I) present and future laws, ordmances, rules, regulalions and
orders of every duly conslituled governmental or quasi-governmental authonty or agency
including, wlthoutlllnItal10n, all federal, state and local laws pertammg to air and water quahty,
hazardous waste, waste disposal, au elnlSSlOnS and other environmental matters, all zomng and
other land use matters, and utlhty aVaIlabIlity, (II) present and future orders, rules and regulations
of any regulatory, hcensmg, accredlbng, Insurance underwntlng or ratmg organization or other
body exerclSlng SimIlar functions. (m) duties or obhgabons of any kind Imposed under any of the
Exceptions or otherwise by law, covenant, condllion, agreement or easement, pubhc or pnvate,
and (IV) reqUirements for continued coverage under all pohcles ofmsurance at any lime m force
PAGE 7 - DEED OF TRUST, SECURITY AGREEMENT AND FINANCING STATEMENT
POX ISOJJ8Sv) 61072 23
Date ReceIVed:
AUG - 6 2008
Onglnal submittal
.
with respect to the Property Grantor shall have the nght m good flllth, and upon advance wntten
nouce thereof to Beneficiary, to contest or object to any such law, requlCement or obhgauon by
appropnate admlmstranve or JudiCial proceedings, and If there IS an adverse conclUSIOn WIth
respect to any such contest represented by a final Judgment, decree or detennmatlon which may
not be or IS otherwise not appealed by Grantor, Grantor shall thereafter promptly comply With
any such law, requlfement or obhgatIOIL NotWIthstandmg the foregomg, If failure to perform
and comply thereunder Will result m a hen or charge on the Property, Grantor shall either
perform and comply therewith or proVide BenefiCiary With assurances reasonably sahsfactory to
BenefiCiary that such lien or charge Will be sallsfied pnor to the foreclosure thereof Grantor
WIll promptly furnish to BenefiCiary a copy of any nonce recClved by Grantor that Grantor or the
Property IS m default under or IS not m comphance WIth any of the foregomg, or that any
proceedmg under or With respect to any of the foregomg has been commenced
13. Maintenance; Alteration; Inspection.
13.1 Repair, Maintenance and Alteration. Grantor Will operate and mamtam
the Property m good order, repair and operatmg condluon, Will promptly make all replllrs,
renewals and replacements, mtenor and extenor, structural and nonstructural, foreseen and
unforeseen, necessary to so mlllntam the Property, and Will not cause or allow any of the
Property to be Dllsused or wasted or to detenorate, reasonable and ordmary wear and tear
excepted No part of the Property shall be removed, demohshed or structurally altered, nor shall
any new bulldmg, structure, faCility or other Improvement be constructed on the Land Without
BenefiCiary's pnor wntten consent
13.2 Replacement of Equipment. Grantor Will keep the Property fully
eqUipped and WIll replace all worn out fixtures and personal property WIth fixtures or personal
property comparable thereto when new, and Will not, WithOUt BenefiCiary's pnor wntten consent,
remove from the Property any fixtures or personalty covered by tIns Deed of Trust except m the
ordmary course of Grantor's busmess and unless the same IS replaced by Grantor With an article
of equal sUltablhty and value when new, owned by Grantor free and clear of any hen or secunty
mterest (other than ExceptIons and the hen created by thiS Deed of Trust)
14. Beneficiary's Action. An achon by BenefiCiary to obtain speCific performance
or mJunctlve rellef or to recover damages under thiS mstrument may be brought as an
mdependent action Without foreclosmg the hen of tIns Deed of Trust, and m any such achon or
appeal therefrom, BenefiCiary may recover ItS costs of SUit, disbursements of counsel, and
reasonable attorneys' fees
I s. Zoning; Title Matters. Grantor Will nol, Without the prior wntten consent of
BenefiCIary, which consent may be Withheld or granted m Its sole dIScretIon, (I) ImtJate or
support any zonmg reclasSIfication of the Land or the Improvements, seek any vanance under
eXlstmg zomng ordmances apphcable to the Land Or the Improvements or use or penmt the use
PAGE 8 - DEED OF TRUST, SECURlTY AGREEMENT AND FINANCING STATEMENT
PDX IS03J85vl 610n.23
Date Received
AUG - 6 2008
OnQlnAI Su~mltt,,1
.
of the Property m a manner that would result In such use becommg a nonconformmg use under
applicable zomng ordmances, (n) modify, amend or supplement any of the Exceplions,
(111) Impose any restnclive covenants or encumbrances upon the Property, (IV) execute or file any
subdiVIsion or parcel map affectmg the Land or the Improvements, (v) consent to the annexation
of the Land or the Improvements to any mumclpality, (VI) pemut or suffer the Property to be
used by the pubhc or any person m such manner as might make possible a claim of adverse
usage or posseSSion, prescnphve easement, or Implied dedIcation, or (vn) convert the Property to
condommlUms
16. Insurance. Grantor shall at all tunes malntam insurance With premIUms prepaid
on all of the Collateral m such amounts, for such period of time and msunng against such nsks
as may be reqUIred from lime to time by BenefiCiary, In form and WIth such deduclible amounts
as are salisfactory to BenefiCiary Grantor shall prOVIde coverage m amounts not less than, and
on terms no less favorable to BenefiCIary than, so proVIded m that certain Certificate of
Insurance Issued by Marsh USA, Inc. In favor of Grantor dated August 4, 2006 Grantor shall
also prOVide
16.1 Insurance agamst damage or loss by flood If the Property IS located m an
area Identified by the Secretary of Housmg and UrbWl Development or any successor thereto or
other appropnate authonty (governmental or pnvate) as Wl area havmg speCIal flood hazards and
III whIch flood Illsurance has been made aVailable under the Nabonal Flood Insurance Act of
1968 or the Flood Disaster Protection Act of1973, as amended,
16.Z Dunng the penod of any alteratiOn, renovation, expWlslOn, addllion to,
construcbon or replacement of the Improvements, or any substanhal portIon thereof, a standard
butlder's nsk policy With extended coverage, Illcludmg completed operations coverage, for an
amount at least equal to the Full Insurable Value of the Improvements and, Ifrequlfed, worker's
compensanon, In statutory amounts, and
16.3 BOiler Wld machmery Insurance, and
16.4 Computer eqUIpment and valuable paper coverage
During the makmg of any alterations or Improvements to the Property, Grantor shall
require all contractors to comply WIth applicable contractor regtstratJon, bondmg and workmen's
compensatJon requrrements of the state In wluch the Property IS located
All Insurance shall be ISSUed by compames that are domg busmess m the state III whIch
the Property IS located and that are approved by BenefiCIary All poliCies shall be pnmary, fully
paId for, nonassessable and shall prOVIde for at least tlurty (30) days' pnor wnlten nohce to
Beneficiary of cancellation, matenal amendment (Illcludmg Without hmltalion any reductlOn III
the scope and limits of coverage) or renewal All property damage Illsurance shall (I) contBln a
PAGE 9 - DEED OF TRUST, SECURITY AGREEMENT AND FINANCING STATEMENT
pox 1503385vI61072-23
Date Received:
AUG - 6 2008
j
Onglnal Submittal
..
.
noncontnbutlng first mortgagee clause m favor of Beneficiary, WIth loss proceeds payable to
Beneficiary as the exclusive loss payee for all mterests, (11) Include a lender's loss payee
endorsement, Fonn 438 BFU (Rev Mar I, 1942) as approved by the Board of Fire Underwnters
of the PaCific, or an equivalent loss payable endorsement approved by BenefiCiary, (111) be
wollen In amounts suffiCient to prevent C. ......u. from becommg a co-msurer and !Dclude an
agreed value endorsement; (IV) mclude a betterment and mcreased cost endorsement, and
(v) contain a waiver of subrogation endorsement Grantor shall deliver all poliCies to
BenefiCIary; Qrovlded, however, that BenefiCiary may, at Its opnon, penmt (which permISSion
may be withdrawn at any lime) Grantor to mamtam the reqUIred poliCies In Grantor's possession
m lieu of delivenng the poliCies to BenefiCIary, m which event the poliCies shall be kept
available by Grantor at all hmes for return to BenefiCiary or for mspectIOn by BenefiCiary or Its
agents or msurers, and duplicate ongmal poliCies or certified COpies of ongmal poliCies,
eVldencmg the msurance reqwred hereunder and anyaddttlonal msurance w/uch shall be taken
out on the Property by or on behalf of Grantor, shall be depOSited With and held by BenefiCiary
BenefiCiary may, at ItS option, m lieu of requmng duplicate ongmal poliCies or certified copies
ofpohcles, accept ACORD 27 certificates ISSUed by the Insurer(s) or theIr authonzed agents
Grantor shall deliver to BenefiCiary (I) upon request, receipts eVldencmg payment nf all
premIUms and (11) original renewal poliCies (or duplicate ongmals If Beneficiary has penmtted
Grantor to retain ongmal poliCIes) or a binder thereof With eVidence sansfactory to BenefiCiary
of payment of all premiums thereon, at least thirty (30) days pnor 10 the expiration of each such
pohcy
Grantor shall not carry separate or addttlonal Insurance concurrent In form or contnbutlllg
m the event of loss With that reqUIred hereunder unless endorsed III favor of BenefiCiary III
accordance With the requirements of thiS section and otherwise approved by BenefiCiary in all
respects
In the event of foreclosure oftJus Deed of Trust or other transfer oftllte to all or part of
the Collateral m extlllguishment of some or all ofthe Indebtedness secured hereby, all mterest of
Grantor III any Insurance poliCies and III any chums against the pohCles and m any unearned
premIUms or proceeds due under the poliCies, relating to the portion of the Collateral foreclosed
upon or transferred, shall pass to the party acqwnng ntle thereto
The lerm "Full Insurable Value" shall mean the actual cost of replacing the property In
question without allowance for depreclanon
No approval by BenefiCiary of any msurer shall be construed to be a representatIOn,
certification or warranty of Its solvency and no approval by BenefiCiary as to the amount, type
andlor form of any msurance shall be construed 10 be a representation, certificatIOn or warranly
of lIs suffiCIency
PAGE 10 - DEED OF TRUST, SECURITY AGREEMENT AND FINANCING STATEMENT
PDX 1503385vl 61072-23 Date Received
AUG - 6 2008
Onglnal Submittal
.
.
17. Beneficiary's Right to Protect CoDateral. If Grantor fails to make any payment
or do any act required under the Loan Documents, BeneficIary, Without any obligation to do so,
without notJce to or demand upon Grantor or any other party, and Without releasmg Grantor or
any other party from any obhgatJon under the Loan Documents, may make the payment or cause
the act to be performed m such manner and to such extent, and mcur such expenses m connechon
thereWith, as BenefiCiary may deem necessary in its absolute dlscrehon to protect the Collateral
BenefiCiary IS authonzed to enter upon the Property for such purpose Without IUDltmg the
foregomg, BenefiCiary may commence, appear m or defend any actIOn or proceedmg which may
affect the Collateral or the nghts or powers of BenefiCIary or Trustee, and may pay, purchase,
contest or compromise any encumbrance, charge or hen other than an Excepl10n whIch m Its
Judgment appears to be pnor or supenorto the lien of thIS Deed of Trust.
Grantor shall appear in and defend any SUIt, achon or proceedmg mvolvmg the Collateral,
the Grantor or Its partners (If any), that mIght affect the value of thIS Deed of Trust or the
secunty provided hereby or the nghts and powers of BenefiCiary or Trustee, and should
BenefiCiary or Trustee elect also to appear 10 or defend any such achon or proceedmg, or be
made a party to such by reason ofthts Deed of Trust, or elect to prosecute such achon as appears
necessary to preserve such value, Grantor Will at all hmes mdemmfy agamst and reImburse
BenefiCiary or Trustee for any and all loss, damage, expense or cost, mcludmg cost of htle
reports, guaranty oftltle and attorneys' fees, ansmg out of or mcurred m connechon With any
such SUit, achon, proceedmg or appeal therefrom
Except as preViously disclosed to BenefiCiary m wntmg, Granlor has received no
notIficatIon of any kind from any agency suggestmg that the P,v,,~../ or any adjacent property IS
or may be contammated With any hazardous waste or matenals or IS or may be reqUired to be
cleaned up m accordance with any applicable law or regulaholL Except as preVIOusly disclosed
to BenefiCiary m wnhng, to the best of Grantor's knowledge as of the date hereof after due and
dilIgent mqulry, there are no hazardous waste or matenals located m, on or under the Property or
any adjacent property, or mcorporated m any bnprovements, nor has the Property or any adjacent
property ever been used as a landfill or a waste disposal Site, or a manufactunng, handling,
storage, distnbutlon or disposal facility for hazardous waste or matenals As used herem, the
term "hazardous waste or matenals" mcludes any substance or matenal defined 10 or deSignated
as hazardous or tOXIC wastes, hazardous or tOXIC matenal. a hazardous, tOXIC or radlOachve
substance, or other SImilar term, by any federal, state or local statute, regulal10n or ordmance
now or hereafter m effect At Grantor's expense, Grantor shall promptly comply With all
statutes, regulatJons and ordinances, and With all orders, decrees or Judgments of governmental
authontIes or courts havmg junsdtCtIon, relahng to the use, collection, treatment, dispoSal,
storage, control, removal or cleanup of hazardous waste or matenals m, on or under the Property
or any adjacent property, or mcorporaled m any Improvements BenefiCiary may, but IS not
obligated to, enter upon the Property and take such achons and mcur such costs and expenses to
effect such complIance as It deems adVisable to protect Its mterest m the Collateral
PAGE I I - DEED OF TRUST, SECURITY AGREEMENT AND FINANCING STATEMENT
POX 1$0338$...1 61072.2)
Date Received:
AUG - 6 2008
'\
J
Original Submlttpl
.
Grantor shall pay Wlthtn ten (10) days after wntten demand from Beneficiary all sums
advanced by BenefiCiary and all costs and expenses mcurred by BenefiCiary m takmg any aclions
pursuant to the Loan Documents includmg attorneys' fees and disbursements, accountants' fees,
appraisal and mspection fees and the costs for lide reports and guaranlies, together With mterest
thereon at the rate applicable under the Note after an Event of Default from the date such costs
were advanced or mcurred If Grantor fails to pay any such advances, costs and expenses and
mterest thereon, Beneficiary may apply any undisbursed loan proceeds to pay the same, and,
Without foreclosmg the lien of thIS Deed of Trust, may at Its oplion commence an mdependent
action agmnst Grantor for the recovery of the costs, expenses and/or advances, With mterest,
together With costs of SUit, costs oflide reports and guaranty of tide, disbursements of counsel
and reasonable attorneys' fees mcurred therem or m any appeal therefrom
18. Indemnity.
18 1 Grantor agrees to mdemrufy and hold bannless Trustee and BenefiCiary
agamst any and all losses, liabilities, SUits, obligations, fines, damages, Judgments, penaltIes,
claims, charges, costs and expenses (mc1udmg attorneys' fees and disbursements) which may be
Imposed on, mcurred or paid by, or asserted agalllst Trustee and/or BenefiCiary by reason of, or
m connecl1on With, (I) any Event of Default or event WhiCh, but for the passage of time, the
gIVIng of no lice or both, would conslitute an Event of Default hereunder or under the other Loan
Documents, (11) Trustee's and/or BenefiCiary's good faith and commerCially reasonable exerCise
of any of their nghts and remedies, or the performance of any of theIr duties, hereunder or under
the other Loan Documents, (111) the conslrucl1On, reconstruction or alteration of the Property,
(IV) any negligence or WIllful misconduct of Grantor, or any negligence or WIllful misconduct of
any lessee of the Property, or any oftheu respeclive agents, contractors, subcontractors, servants,
employees, licensees or mVltees, (v) any acCident, mJury, death or damage to any person or,
property occurnng m, on or about the Property or any street, dnve, Sidewalk, curb or passageway
adjacent thereto, except for the Willful misconduct or gross negligence of the mdemmfied person,
or (VI) any failure of any party (mcludmg Without lirmtatlon BenefiCIary or counsel for
BenefiCiary) to file any reports or returns The mdemruty prOVIded under clause (v11 of the
precedmg sentence shall also extend to counsel for BenefiCIary Any amount payable to Trustee
or BenefiCiary under thiS section shall be due wlthm ten (10) days after demand and receipt by
Grantor of a statement from Trustee or BenefiCiary settmg forth m reasonable detail the wnount
and baSIS ofthe claim, and such wnounts shall bear mterest at the rate Ul effect under the Note
after an Event of Default from and after the date such amounts are paid by BenefiCiary or Trustee
until paid m full by Grantor
182 Grantor's obligations under thiS seclion shall not be affected by the
absence or unavailability of msurance or by the failure or refusal by any insurance camer to
perform any oblJgatlon on Its part under any such polJcy of UlSurance Grantor shall resist or
defend agamst any clmm, action or proceedmg made or brought against Trustee and/or
BenefiCiary which IS subject to the mdemruty set forth m thIS section, USlllg attorneys for
PAGE 12 - DEED OF TRUST, SECURITY AGREEMENf AND FINANCING STATEMENT
pox I50Jl8.lvl 61071-13
Date Received'
AUG - 6 2008
Onglnal Submittal
.
.
Grantor's Insurance camer or attorneys approved by Beneficiary In the alternative, Trustee and
Beneficiary, III thelf discretion, may engage thelf own attorneys to resist or defend, or assist
therem, and Grantor shall pay, or, on demand, shall reimburse Trustee and BenefiCiary for the
payment of, the reasonable attorneys' fees and disbursements
18.3 The foregolllg mdemmty shall not apply With respect to any loss, liability,
clmm, damage, cost or expense covered under any mdemmty agreement that IS expressly
excluded from the Secured Obligations
19. Leases and Rents.
19.1 Leases. BenefiCIary must approve Grantor's standard fonn oflease or
rental agreement pnor to Its further use by Grantor, however, such approval shall not be reqUired
If the lease IS between Grantor and an affiliate of Grantor Grantor may not matenally modIfy
the approved standard fonn residentIal lease WIthOut BenefiCIary's pnor wntten consent, together
With the approval of all other partles whose consent IS reqUIred Leasmg shall be profeSSIOnally
managed to aclueve maxlIDum profits in light of market conditIons Except as may be agreed
between Grantor and BenefiCiary m a separate agreement regardmg leasmg
19.1.1 Grantor shall fully comply With all of the tenns, conditions and
prOVISIonS of the Leases, if any, so that the same shall not become in default, and do all that IS
necessary to preserve all of the Leases III full force and effect
19.1.% With respect to each Lease, Grantor shall not, Without the pnor
wntten consent of BenefiCiary, (A) pemut assignment or subletting of all or part of the tenant's
nghts under the Lease (unless the nght to assign or sublet IS expressly reserved by the lessee
thereunder), (B) accept surrender of or tennlDate the Lease, conunence any actIon for
dispossessIOn of the tenant, or exercise any nght of recapture ofthe denused premises, except m
accordance With the terms of the Lease proVldmg for tennmatJon after a bona fide default, (C)
receIve or collect any Rents for a penod of more than one (1) month m advance of the due date,
except that Grantor may collect from tenants an additional one month's rent to be held for
Grantor as secunly for the last month's rent, or (D) set off, compromise or discount any Rents or
W3.1Ve, release or discharge the tenant frolD any obligatJon, covenant or agreement under the
Lease If an Event of Default has occurred and IS contmumg, any proceeds or damages resultmg
from a tenant's or lessee's default under any such Lease, at BenefiCIary's optJon, shall be paId to
BenefiCIary and applied agamst any amounts owed under the Loan Documents
19.1.3 Grantor shall not enter mto any Leases not m eXistence on the date
hereof With respect to the whole or any part of the Property havmg a term ofmorc than one (1)
year Without the pnor wntten consent of Beneficiary as to the form and substance thereof
Grantor shall, on demand, execute such further assIgnments to BenefiCiary of all Leases and
Rents as BenefiCiary may require to confirm or protect BenefiCIary's secunty mterest therem
PAGE 13 - DEED OF TRUST, SECURITY AGREEMENT AND FINANCING STATEMENT
pox 150338'" 61072-23 Date Received:
AUG - 6 2008
Onglnal Submittal
.
.
Upon request, Grantor shall deliver to Beneficiary two (2) true copIes of any or all Leases and
amendments thereto and upon BeneficIary's request shall make avwlable for BenefiCIary's
mspeclion all records related to the Leases In BeneficIary's posseSSIon or control, Includmg
WithOut linutabon rent rolls, tenant financial statements and books of account Upon request,
Grantor shall furmsh BenefiCiary With estoppel certIficates from each tenant under each Lease
staling that such tenant has accepted posseSSlon of Its premises, that such tenant's obhgatlon to
pay rent IS Without any claim or nght of set-off; and such other matters as BenefiCiary may
reasonably request.
19.1.4 If after the occurrence of an Event of Default any tenant or lcssee
under a Lease becomes the subject of any proceedlOg under the Bankruptcy Code or any other
federal, state or local statute whIch proVIdes for the possible tennmatJon or fCjeclton of the
Leases asSIgned hereby, and any such Lease IS rejected, then no damages settlement shall be
made Without the pnor wntten consent of BeneficIary; any check m payment of damages for
rejectIon or termination of any such Lease Will be made payable both to Grantor and BenefiCiary,
and upon request of BenefiCIary, Grantor Will duly endorse to the order of BenefiCIary any such
check, thc proceeds of which Will be apphed to any portion of the mdebtedness secured hereby m
such manner as BenefiCiary may elect Grantor hereby appomts BenefiCiary its attomey-m-fact
for the purpose ofendorsmg after the occurrence ofan Event of Default any check for rent or
other charges under the Leases, or for damages for rejection or termmabon of any Lease, such
power of attorney bemg coupled With an mterest and lffevocable
19.1.5 After the occurrence of any Event of Default, if Grantor or any
other owner of the Collateral occupies the Property or any portIOn thereof, such occupancy shall
be a tenancy at Will, termmable by BenefiCiary, and pnor to such termmahon such owner shall
pay BenefiCiary on the first (I st) day of each month a reasonable rental m advance for the space
so OCCUpied On fwlure of such owner to vacate or pay rent as BenefiCiary may reqUire,
BenefiCiary shall be entitled to eVict such owner from the Property by any lawful means
19.1.6 Grantor hereby agrees to mdemmfy BenefiCiary agwnst and hold
It harmless from all loss, liablhty, damage, cost or expense including attorneys' fees mcurred by
BenefiCiary m connection With any claJIDS under the Leases, mcludmg without limitatIOn clwms
by tenants for secunty depOSIts or for rental payments more than one (I) month 10 advance and
not delivered to BenefiCiary All amounts mdemrufied agamst hereunder, mc1udmg reasonable
attorneys' fees paid by BenefiCiary shall bear interest at the rate apphcable under the Note after
an Event of Default and shall be payable by Grantor lInmediately WIthout demand and shall be
secured hereby
19.1.7 Proceeds or damages applied to the ObligatJons pursuant to
subsechons 19 1 2 and 19 1 4 shall notlngger a prepayment premium under the Loan
Documents
PAGE 14 - DEED OF TRUST, SECURITY AGREEMENT AND FINANCING STATEMENT
PDX lS03J8Sv' 61072 2J
Date Received.
AUG - 6 2008
Onglnal Submittal
.
.
.
19.2 Assignment of Rents aud Leases; Grantor's Rigbt to Collect. Grantor
hereby absolutely and mevocably assignS to Bcueficlary all Grantor's mterest m the Rents and
Leases TIus assIgnment may be subject to the terms and conmtlons of any separate assignment
ofleases and/or rents, If executed, m favor of Beneficiary and covenng the Property Unless
othelWlse proVIded m any separate assignment ofJeases and/or rents, and so long as no Event of
Default has occurred and IS contmumg, Grantor may collect the Rents as they become due under
a license which IS hereby granted Grantor shall apply all Rents first to payment of amounts due
and payments required to be made under the Loan Documents, and then to payment of operatmg
expenses, repairs and mamtenance for the Property, before applymg Rents to any other purpose
Grantor's nght to collect and apply the Rents as above prOVIded m the absence of an Event of
Default shall not constitute BenefiCiary's consent to the use of cash collateral by Grantor m any
bankruptcy proceedmg All tCUants under the Leases are hereby expressly authonzod and
directed to pay any and all Rents and other sums due Grantor pursuant to Leases directly to
BenefiCiary or such nonunee as BenefiCiary may designate 10 wntlng after BenefiCIary's request
therefor, and such tenants are hereby expressly relieved of any and all duty, liability or obligatIOn
to Grantor 10 respect of all payments made to Bcneficlary or Its nonunee No further
authonzation shall be reqUired from Grantor m order for a tenant to make payment of Rent to
BenefiCIary pursuant to thiS Deed of Trust
20. Use oftbe Property_ The Property IS not used pnnclpally for agncultural
purposes
21. Condemnation; Casualty Loss. Grantor shall give IDUnedlate notice to
BenefiCiary of any condemnatIOn proceedmg, or loss or damage to the Collateral or any nght
therem Grantor authonzes BenefiCiary, at BenefiCiary's optJon, to make a claim for and to enter
mto a compromise or a settlement With respect to any proceeds payable as a result of
condemnation, loss or damage, and Grantor shall execute such further documents as BenefiCiary
shall require m connectJon therewith All proceeds payable as a result of condemnatJon, loss Or
damage to the Collateral shall be paId to BenefiCiary On receipt of any proceeds, BenefiCiary
shall, at ItS option, and m Its sole dlscretJon, after deductJng ItS expenses mcludmg attorneys'
fees, either (1) apply all or part of the proceeds agamst the sums owed under the Loan Documents
whether or not the sums are actually due or the Collateral IS lnlpaued, and Wllhout affectJng the
due dates or amount of payments thereafter due under the Note, or (11) release all or any part of
the proceeds to Grantor, or (111) perTUIt all or any part of the proceeds to be used for repair and
restoratIOn of the Property on such condItIOns as BenefiCiary may unpose mcludmg eVIdence of
suffiCient funds to complete the work, approval of the plans and specifications and penodlc
dIsbursement of the proceeds dunng the course of reparr and restoration
22 Waivers by Grantor. To the full extent Grantor may do so under applIcable law,
Grantor agrees With BenefiCiary as follows
PAGE 15 - DEED OF TRUST, SECURJTY AGREEMENT AND FINANCING STATEMENT
pox IlOJJ8Sv161072-2J
Date Received:
AUG - 6 2008
Onglnal submittal
.
.
22.1 Grantor hereby wmves and releases all nghts to a marshalling of the
assets of Grantor, Illcludlllg the Collateral, or to a sale Illlllverse order of ahenatlon, III the event
of foreclosure of the hens and secunty Illterests created hereunder
22.2 Grantor shall not be reheved of Its obligatIOn to pay the Secured
ObhgatlOns at the bIne and in the manner proVided herem and III the other Loan Documents, nor
shall the hen or pnonty oftIus Deed of Trust or any other Loan Documents be Impalfed by any
of the followmg achons, nonacl1ons or mdulgences by Trustee or BenefiCiary
22.2.1 any fmlure or refusal by Trustee or BenefiCiary to comply With
any request by Grantor (A) to consent to any actJon by Grantor or (B) to take any acbon to
foreclose tIus Deed of Trust or othCfWlse enforce any of the prOVISIOns hereof or of the other
Loan Documents,
22.2.2 any release, regardless of conSideration, of the whole or any part
ofthe Collateral or any other secunty for the Obligations, or any person liable for payment ofthe
Secured ObhgatlOns,
22.2.3 BeneficIary's waiver of compliance, or consent to or acqUiescence
m any noncomphance With any other proVISion oftIus Deed of Trust or the other Loan
Documents by Grantor or any guarantor of the Secured OblIgations, or
22.2.4 any agreement or stlpulal10n between Trustee or BenefiCiary and
Grantor, or, WIth or Without Grantor's consent, between Trostee or BenefiCIary and any
subsequent owner or owners of the Collateral or any other secunty for the Secured ObligatIOns,
renewlllg, extendmg or modIfying the time of payment or the terms oftIus Deed of Trust or any
of the other Loan Documents (mcludmg a modllicatlOn of any mterest rate), and m any such
event Grantor shall contmue to be obhgated to pay the Secured Obligations at the bme and m the
manner prOVided herem and m the other Loan Documents, as so renewed, extended or modified
unless expressly released and discharged by BenefiCiary
22.3 Without affecbng the habllity of Grantor or any other person for the
payment or performance of any of the Secured Obhgalions and Without affechng the lien hereof
upon any portion oflbe Collateral not released, BenefiCiary may, regardless of CODSlderatlon,
Without nObce to any person, release any person at any bme hable for payment or performance
ofthe Secured Obhgatlons, extend the matunty or modify the terms of any Obhgatlon or grant
other mdulgences, release or reconvey or cause to be released or reconveyed at any time all or
part of the Collateral and take or release any other secunty or make composlbons or other
arrangements WIth debtors Benefic18ry may resort for the payment of the Secured Obhgaltons
,
to any other secunty held by BenefiCiary as secunty for the payment of the Secured OblJgalJons
m such order and manner as Beneficiary m Its sole discretIOn, may elect Beneficiary may take
or cause to be taken actlon to recover the Secured Obhgatlons, or any portion thereof, or to
PAGE 16 - DEED OF TRUST, SECURlTY AGREEMENT AND FINANCING STATEMENT
pox J50JJ8Svl 610n 23
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enforce any prOVISion hereof or of the other Loan Documents Without prejudice to the nght of
Beneficiary thereafter to foreclosc or cause to be foreclosed this Deed of Trust Beneficiary shall
not be hmiled exclUSively to the nghts and remedies herein stated but shall be enutled to every
additional nght and remedy now or hereafter afforded by law or equity The nghts of Trustee
and Beneficiary under tIns Deed of Trust shall be separate, distmct and cumulative and none
shall be given effect to the exclusion of the others No act of Trustee and/or BenefiCiary shall be
construed as an election to proceed under anyone provISIon herem to the exclUSIOn of any other
provISIon
23. Actions by Trustee; Reconveyance. At any time upon wntlen request of
BenefiCiary, Without affectmg the hablhty of any person for the payment of mdebtedness,
Trustee may. (1) consent to the makmg of any map or plat of sllld Property, (n) Jom m grantmg
any easement or creatmg any restncllon thereon, (111) Jom m any subordination or other
agreement affecting tIns Deed of Trust or the hen or charge hereof, and (IV) reconvey, Without
warranty, all or any part of the Collateral The grantee m any reconveyance may be descnbed as
the "person or persons legally entitled thereto" Grantor agrees to pay a reasonable Trustee's fee
for full or partial reconveyance plus any recordmg fees
24. Appointment of Receiver. At any time after an Event of Default, and dunng any
penod of redemptIOn, BenefiCiary shall be entitled, Without notice, WithOUt bond, and WithOUt
regard to the adequacy of the Collateral, to the appomtment of a receiver for the Collateral The
receIVer shall have, In addibon to all the nghts and powers customanly given to and exercised by
a receiver of real property appomted pursuant to an agreement m a deed of trust or mortgage
after default m payment or perfonnance of the secured obhganons, all the nghts and powers
granted to BenefiCiary by the Loan Documents The receiver shall be entitled to receive a
reasonable fee for management of the Property If Grantor IS an occupant of the Property,
BenefiCiary has the nght to reqUJre Grantor to pay rent at fair market rates and the nght to
remove Grantor from Property If Grantor flllls to pay rent.
25. Events of Default. Time IS of the essence of the Loan Documents All sums
secured hereby shall become Immediately due and payable, at the optIOn of BenefiCiary, WithOUt
further demand or nohce, after any of the followmg occur, each of which shall be an "Event of
Default".
25.1 Failure by Grantor to make any payment (whether ofpnnclpal, mterest,
expenses, fees or otherwise) reqwred to be made under the Note, tIns Dced of Trust, or any other
Loan Document wltInn tcn (10) days of the date on which It IS due and to cure such failure
Within three (3) busmess days of receipt ofwntten nollce thereof, except no such nohces shall be
reqUIred more than two (2) hmes in any calendar year, or
25.2 Failure by Grantor to observe or perfonn any other covenant, condition or
agreement contained herem or In the Loan Documents, or m the Indemmty Agreement, and the
PAGE t7 - DEED OF TRUST, SECURITY AGREEMENT AND FINANCING STATEMENT
pox "OJJ8'v! 61072.23
Date Received:
AUG - 6 2008
Onglnal Submittal
.
failure to cure such default witlun tlllrty (30) days after wnllen notice thereof given to Grantor by
Beneficiary or, If such cure cannot be completed WltIun such 30-day penod through the exeTCIse
of diligence, the fwlure by Grantor to commence the reqwred cure WIth such 3O-day penod and
thcreafter to contmue the cure wIth dlhgence and to complete the cure wltlun 45 days followmg
Beneficiary's notice of default, or
25.3 Any represental10n or warranty made by Grantor contamed herem or m
any other Loan Document, or m the Indemmty Agreement, shall be untrue m any matenal
respect, or
25.4 The occurrence of any of the followmg wlth respect to Grantor, any
general partner m Grantor or any general partner m a general partner m Grantor (If Grantor IS a
partnerslup), or With respect to The Pape Group, Inc., an Oregon corporal1on, or the then owner
of the Collateral (each referred to as "such person"), or With respect to the Collateral'
25.4.1 Any assignment made by any such person for the benefit of
creditors or the calhng of a meetmg of the creditors representmg a SIgnIficant pomon of the
habllil1es of any such person, and an agreement by such creditors to effect a moratonurn,
extension or compOSItion of debt or any of the foregomg, or
25.4.2 The filmg of any involuntary petition or any other pel1t1on agwnst
any such person under any section or chapter of the Bankruptcy Code, or any SImIlar law,
whether state, federal or otherWIse, relatmg to msolvency, reorgarnZalion or hqwdatlon, or the
rehef of debtors, by the credJtors of such person and such petition is not dismissed WIthm 45
days after the date of fihng, or
25.4.3 The appomtment by any court of a receiver, trustee, hqwdator or
slmJlar offiCial to take possession of the Property (or any portion thereof) or any property or any
asset or assets of any such person and such appomtment IS not vacated wltlun 45 days after the
date of entry such appomtment, or
25.4.4 The attachment, execul10n or JudiCia] seizure (whether by
enforcement of money Judgment, by wnt or warrant of attachment, or by any other process) of
the Collateral or of all or any part of the assets of any such person, such attachment, execulion or
other seizure remammg undlsmlssed or undischarged for more than 10 days, or
25.4 5 The admiSSion III wntmg by any such person of ItS mablhty to pay
ItS debts or perform Its obhgatlon as they become due or the fihng of a pelitlon m bankruptcy by
any such person, or
25.4.6 If the Secured Obhgatlons secured hereby or any part thereof are
made for the purpose of financmg construction of Improvements on the Property, the
PAGE 18 - DEED OF TRUST, SECURITY AGREEMENT AND FINANCING STATEMENT
PDX ISOJJ85vl 61072 23
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commencement of any SUIt, action or proceeding before any court or governmental authonty to
enJoin or othelWlse prevent construction of any such IIDprovements; or
25.4.7 A matenal adverse change In the financial condItIon of any such
person occurs and continues for a penod ofthrrty (30) days, or
25.5 Grantor abandons the Property or ceases to do busmess or tennmates Its
business as It relates to the r.u~'" ~y for any reason whatsoever,
25.6 A Transfer of the Property occurs, whether voluntary, Involuntary or by
operation oflaw, and whether or not BenefiCIary has w31ved or failed to assert ItS nghts In
connecnon With any prevIOus Transfer The teoo "Transfer" as used herem means any sale,
mortgage, encumbrance, conveyance, or other transfer of any present or future mterest in all or
any part of the Collateral (except personal property In the ordmary course of bus mess), or any
contract or agreement therefor The teoo "Transfer" shall also mclude any lease of the Property
contamlng an option to purchase, If Grantor or any general partner In Grantor IS a corporanon
other than one whose stock IS pubhcly traded, any change m the ownership of votmg control of
the corporatlon, and If Grantor IS a partnerslup, any change m the ownerslup of voting control of
the partnership whether through the WIthdrawal and/or admiSSIon of partners or amendment of
the partnerslup agreement WithOUt hmltmg the generahty of the foregomg, thiS subsectlon shall
apply to Transfers to or from nominees or agents, Transfers made to SUbSIdiary or affihated
entities, Transfers made to a restructured hmlted partnerslup, Transfers by any partnership to the
mdlVldual partners or VIce versa, Transfers by any corporation to ItS stockholders or vice versa,
and Transfers m connectlon With any corporate merger or consohdatlon In the event of a
Transfer, BenefiCiary may, WIthout notlce to Grantor, deal With the transferee With respect to this
Deed of Trust, the Secured Obhganons and the other Loan Documents, as If the transferee were
Grantor, and such deahng shall neither sansfy nor discharge Grantor's hablhty for the Secured
Obhgatlons or under the Loan Documents, nor constitute BenefiCiary's consent to the Transfer;
or
25.7 The commencement of any action or proceedmg that would result m
forfeiture of the Property to any governmental authonty or agency
Z5.8 An event of defaull occurs under the sentor credit faclhly of TIle Pape
Group, Inc , an Oregon corporation, as eVidenced by that certaln Credit Agreement dated June
25, 2004, as amended from nme to time
26. Remedies. On the oCCUrrence of anyone or more Events of Default, BenefiCiary
may (but shall not be obligated to), m additlon to any nghts or remedies available to It hereunder
or under the Note or other Loan Documents, take such of the follOWIng actlons personally or by
Its agents, servants or attorneys, or through Trustee or a court-appomted receiver, WIth or WlthoUI
entry, and WithOUt notice, demand, presentment or protest, as BenefiCiary deems necessary or
PAGE t9 - DEED OF TRUST, SECURITY AGREEMENT AND FINANCING STATEMENT
POX ISOJ385vl 61072~23
AUG - 6 2008
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Onglnal Submittal
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advisable to protect and enforce Its nghts and remedies agamst Grantor and m and to the
Collateral, each of which may be pursued concurrently or othetWlse, at such lime and m such
order as BenefiCiary may detennme, m its sole discretion, Without Impamng or othefWIse
affectmg Its other nghts or remedies
26.1 declare the entire balance of the Secured ObligalJons (mcludmg the enhre
pnnclpal balance thereof, all accrued and unprod mterest, and all other such sums secured
hereby) to be IInmediately due and payable and upon any such declarahon the enhre unpaId
balance oflhe Secured Obhgatlons shall become and be Immediately due and payable Without
presentment, demand, protest or further notice of any Iond, or
26.2 Insl1lute a proceedmg or proceedmgs, JudICial or otherwIse, for the
complete foreclosure ofthts Deed of Trust under any applicable provlSlon oflaw, or
26.3 cause any or all of the Collateral to be sold under the power of sale
granted by this Deed of Trust or any of the other Loan Documents m any manner pemutted by
applicable law; or
26.4 inshlule an actJon, SUIt or proceeding m eqUity for the specific
performance of any of the proVISions contamed In the Loan Documents or for mJunctJve relief,
or
26.5 revoke Grantor's license to collect Rents, enter upon the Property and
exclude Grantor and Its agents and servants wholly therefrom, wllhout liabIlity for trespass,
damages or otherwise, and take possessIOn of all books, records and accounts relatmg thereto and
all other Collateral, and Grantor agrees to surrender possession of the Collateral and of such
books, records and accounts to BenefiCiary on demand after the happenmg of any Event of
Default, and use, operate, manage, preserve, control and otherwise deal thereWIth and conduct
the busmess thereof, Without mterference from Grantor, and upon each such entry and from tune
to time thereafter, at the expense of Grantor and the Collateral, WIthOUt mterference by Grantor
and as BenefiCiary may deem adVIsable, (I) either by purchase, repror or construction, mamtam
and restore the Property, (II) msure or remsure the same, (Ill) make all necessary or proper
reparrs, renewals, "'Placements, alteratJons, additions, betterments and Improvements thereto and
thereon, (IV) complete the constructIon of the Improvements and, In the course of such
completion, make such changes 10 the contemplated or completed Improvements as It may deem
adVisable, and (v) have the nght to exercIse all nghts and powers with respect to the Property,
either m Grantor's name or otherwise mcludmg, Without hmltahon, the nght to make,
tenmnate, cancel, enforce or modIfy Leases (subject to the nghts of tenants thereunder), obtam
and eVICt tenants and subtenants on such terms as BenefiCIary shall deem adVisable, reqUIre
Grantor to transfer secunty depOSIts to BenefiCiary together With all records eVldencmg such
depOSits, and take any achons descnbed m subsection 26 6 of thiS sectIOn, or
PAGE 20 - DEED OF TRUST, SECURlTY AGREEMENT AND FINANCING STATEMENT
POX 1$03385....1 61072~23
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AUG - 6 2008
Ongmal submittal
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26.6 with or WlthOut the entrance upon the Property collect, receive, sue for
and recover m Its own name all Rents and cash collateral denved from the Property, and after
deductmg therefrom all costs, expenses and hablhtu:ll of every character mcurred by Trustee
and/or Beneficiary m collecting the same and m usmg, operatmg, managmg, preservmg and
controllmg the Property, and otherWlse m exerclSlng BenefiCiary's nghts under subsectIon 26.5.
of tbls sectIOn, Includmg payment of taxes and Insurance premiums and other charges m
connection wllh the Collateral, and compensation for the service of Trustee and BenefiCIary and
theu respective attorneys, agents and employees, to apply the remamder to payment of the
Secured Obhgatlons then due (whether or not the matunty date of the Note has been
accelerated) If the matunty of the Note has not been accelerated, BenefiCiary may Withhold
from any collected Rents m excess of the amount necessary to pay Secured Obhgatlons currently
due, an amount detennined by BenefiCiary m Its sole dlscrebon necessary to pay sums
anbclpated to become due wluch exceed the antiCIpated future rents, or
26.7 take all actIOns permitted under the Umform CommerCial Code of the
State m which the Collateral IS located, or
26.8 take any other acbon or pursue any other nght or remedy as BenefiCiary
may have under applicable law, Includmg Without limitation, an acbon to obtam a defiCiency
Judgment after completlon of a judiCial or nonjudicial foreclosure
The collection of Rents shall not cure or Wlllve any default or modify or affect any notice
of default reqwred under the Loan Documentll Grantor further agrees and covenants that for the
purpose of enforcmg any nghts or remedIes hereunder, BenefiCiary shaH have constructive
possessIOn of the Property, whether or not It IS actual possessIOn, but m no event shall
BenefiCiary accrue any liability by reason of such constructIve posseSSIOn, orovided. however,
that the acceptance by BenefiCIary of thiS Deed of Trust, Wlth all of the nghts, powers, pnvlleges
and authonty so created shall not, pnor to entry upon and taking ofactual possession of the
Property by Beneficiary, be deemed or construed to consbtute BenefiCiary a "mortgagee m
possessIOn" nor thereafter or at any time or In any event obligate BenefiCiary to appear In or
defend any action or proceedmg relating to the Leases or the Property, take any action relatmg to
the Property, relet the Property, expend any money or mcur any expenses or perform or
discharge any obligatIOn, duty or Iiablhty under the Leases, or assume any obhgabon or
responSibility for any secunty dePOSits or other depoSits dehvered to Grantor by any tenant
thereunder and not asSigned and dehvered to BenefiCiary, nor shall BenefiCiary be hable In any
way for any personal Injury or property damage sustamed by any person or entity, m or about the
Property In exerclsmg Its nghts under t1us section, BenefiCiary shall be hable only for the
proper apphcatlon of and accounting for the Rents collected by BenefiCiary or Its agents Any
Rents pllld to BenefiCiary as Its agents, or to a receiver shaH be credited agamsl the amount due
from the tenant or lessee under the Lease, and applied to any portion of the Secured ObhgatlOns
m such manner as BenefiCiary may elect
PAGE 21. DEED OF TRUST, SECURITY AGREEMENT AND FINANCING STATEMENT
PDX /503J8.5vl 61072-23
D'ttG Received:
AUG - 6 2008
')'Iglnal Submittal
On the occurrence of an Event of Default, acceleratIOn and wntten request of
Beneficiary, Trustee shall sell the Property In accordance WIth the apphcable law of the state In
which the Property IS located, at pubhc auction to the lughest bidder The Collateral may be sold
separately or as a whole, at the option of Beneficiary If noncontiguous portions of the Property
are situated m different counlies, Grantor agrees that a sale by Trustee of all or any part of the
Property may be held In a Single county proVided all notices required to be posted are posted on
the Property In each county and that all notices requll'Cd to be published are pubhshed in each
county Any person penmtted by law may bid at the Trustee's sale [fBeneficlary IS the
purchaser at a foreclosure sale, BenefiCiary shall be entitled to a credit agalnst the purchase pnce
In an amount equal to the lesser of (I) the full amount secured by thiS Deed of Trust as of the date
of the sale, or (11) the purchase pnce Trustee shall apply the proceeds of any sale, first, to the
expenses of sale, includmg the cost of guaranty oftltle and a reasonable Trustee's fee and
Trustee's attorneys' fees and, second, to the Secured ObligatIOns and any other Indebtedness
(mcludmg WIthout hmltatlon attorneys' fees) secured by this Deed of Trust, and the surplus, If
any, shall be dlstnbuted In accordance WIth apphcable law Trustee shall dehver to the purchaser
at the sale of the Property ItS deed, WIthout warranty, wluch shall convey to the purchaser the
mterest In the Property whIch Grantor had or had the power to convey at the time of Its execution
oftlus Deed of Trust, and such as It may have acquired thereafter The Trustee's deed shall
recite the facts shOWIng that the sale was conducted In comphance WIth all the requirements of
law and thiS Deed of Trust, which recital shall be pnma faCie eVidence of such comphance and
conclUSive eVidence thereof in favor of bona fide purchasers and encumbrancers for value
At the request of BenefiCiary, Trustee shall sell the personal property Collateral at a
public sale at the same time and place as the sale of the Property, or BenefiCiary may sell the
personal property Collateral at one or more other pubhc or pnvate sales in accordance WIth the
applicable Umfonn Commercial Code The personal property shall not be requrred to be
exhlbJted, presented or displayed at any sale In the event of a Trustee's sale of all the Collateral,
BenefiCiary hereby asSignS Its secunty Interest m the ,,~..yual property Collateral to Trustee
Grantor agrees that a sale by Trustee and the DOlices required under the deed of trust laws are
commerCIally reasonable and adequate under the Umfonn CommerCial Code
The power of sale conferred by thIS Deed of Trust and by apphcable law IS not an
exclUSive remedy, and when not being exercised, BenefiCiary may foreclose thiS Deed of Trust
as a mortgage and Grantor shall pay all costs Incurred by BenefiCiary In any SUit, or appeal
therefrom, brought by BenefiCiary to foreclose thiS Deed of Trust, including Without limitation
costs of guaranty of title and reasonable attorneys' fees Trustee IS not oblIgated to notIfy any
party hereto of a pendmg sale under any other deed of trust or of any actloD or proceedmg 10
which Grantor, Trustee or BenefiCIary shall be a party, unless such action or proceedmg IS
brought by Trustee
BenefiCiary may at any time dIscharge Trustee and appoint a successor Trustee, who shall
have all of the powers of the onglnal Trustee
PAGE 22 - DEED OF TRUST, SECURITY AGREEMENT AND FINANCING STATEMENT
pox 150JJ85vJ 6lQ72 23
Date Received.
AUG - 6 2008
Onglnal Submittal
27. Repairs and Advances During Redemption Period. In the event of a Judicial
foreclosure, the purchaser dunng any redemplion penod may make such repam and alteralions
to the 1\ ~..",;j as may be reasonably necessary for the proper operanoD, care, preservalion,
proteclion and illsunng of the Property and may pay any taxes or mdebtedness secured by liens
on the Property wluch become due and payable dunng the redemplion penod Any sums so
pilld, together With mterest from the date of payment at the rate proVlded m the Judgment, shall
be added to the amount reqUired to be pilld for redempl10n of the Property
28. Examination of Books and Records, Grantor shall permit Beneficiary or Its
represental1ve to examme all books and records pertillmng to the Property upon pnor wntten
demand of not less than ten (10) days and to examme the Property at any reasonable lime
29. Foreelosure ofTeuant's Rights; Subordmatlon. BenefiCiary shall have the
nght, at Its opbon, to foreclose thiS Deed of Trust subject to the nghts of any tenants of the
Property BenefiCiary's failure to foreclose agamst any tenant shall not be asserted as a claim
agamst BeneficliIry or as a defense agillnst any claim by BenefiCiary m any actIon or proceedmg
BenefiCiary at any time may subordmate thiS Deed of Trust to any or all of the Leases and may,
m case of such subordmatlOn, retam Its pnonty claim to any condemnalion or msurance
proceeds
30. Prepayment Terms Not Affected by Default and Acceleration. After the
occurrence of an Event of Default and acceleral10n of the matunty date of the Note, any tender of
payment suffiCient to sahsfy all sums due under the Loan Documents made at any tune pnor to
foreclosure shall consbtute an evasion of the prepayment terms of the Note, If any If the Note
contams a prepayment pnvIlege, any such payment shall be deemed a voluntary prepayment and,
to the extent permitted by law, shall be accompamed by the addItional payment reqUired, If any,
under the prepayment pnVllege ill the Note If at that bme there IS no prepayment pnvllege, then
such payment, to the extent pernutted by law, shall be aw~.....amed by an additIOnal payment of
five percent (5%) of the then pnnclpal balance of the Note
31. Right of Subrogation. BenefiCiary shall be subrogated to the hen and nghts,
whether legal or eqUitable, of all beneficlanes, mortgagees, henholders, vendors and owners
directly or illdlrectly p31d ofT or satlsfied ill whole or m part by any proceeds advanced by
BenefiCiary under the Loan Documents, wluch hen and nghts shall not be thereby extmgulshed,
regardless of whether these parties asSigned orreleased of record theu nghts or hens upon
payment In conSideration of such payment by BenefiCiary, effective upon such payment,
Grantor shall and hereby does waive and release all demands, defenses and causes of achon for
offsets and payments With respect to the same
32 Additional Security Instruments. Wltlun ten (10) days after request by
BenefiCiary, Grantor shall execute, acknowledge and deliver to BenefiCiary such addItional
secunty agreements or sundar secunty mstrwnents, 10 form and substance sal1sfactory to
PAGE 23 - DEED OF TRUST, SECURITY AGREEMENT AND FINANCING STATEMENT
pox 1503385vl 61072-23 Date ReceIved:
AUG - 6 2008
onglnal Submittal
.
Beneficiary, covenng a1l property of any land descnbed herem m winch Grantor owns any
mterest Wlthm ten (10) days after request by BenefiCiary, Grantor also sha1l execute,
acknowledge and dehver to BenefiCiary any financmg statement, renewal, affidaVit, certificate,
contmuatlon statement or other document as BenefiCiary may request III order to perfect,
preserve, contmue, extend or main tam the security interest created hereunder or under any other
secunty mstrument and the pnonty of such secunty mterest, and Grantor hereby appomts
BenefiCiary Its attorney-m-fact for the purpose of executing such documents on Its behalf If It
falls to do so, such power of attorney bemg coupled With an mterest and Irrevocable
When recorded, thiS Deed of Trust shall consl1tute a fixture fihng under the Umfonn
CommerCial Code Grantor shall gIVe BenefiCIary at least fifteen (15) days' pnorwntten notice
of any proposed change m Grantor's name, idenhty or structure, or the adoptIOn or change of any
trade names under which Grantor operates or intends to operate the Property, and Will execute
and dehver to BenefiCIary, pnor to or concurrently With the occurrence of any such change or the
adoption or change of any such trade name, all additional fmancmg statements that BenefiCiary
may request to estabhsh and mamlam the perfechon and pnonty of Beneficiary's secunty
mterest in the Collateral Grantor further agrees to pay to BenefiCiary on demand all costs and
expenses mcurred by BenefiCiary m connection With the preparalion, execul1on, recordmg, fihng
and refihng of any such mstrument or document, mcludmg the charges for exanumng title and
the attomeys' fees for rendenng an oplmon as to the pnonty oftIus Deed ofTrus! and of such
secunty agreements or mstruments as a vahd and subslsling hen on the Collateral subject to no
exceplions whatsoever except as descnbed herem However, neither a request so made by
BenefiCiary nor the faIlure of BeneficIary to make such request shall be construed as a release of
such Collateral or any part thereof from the secunty Interest created by tIus Deed of Trust, It
bemg understood and agreed that thiS covenant and any such secunty agreement or other Similar
secunty mstrument, dehvered to BenefiCiary, are cumulative and given as addItional secunty
33. Modification; Waiver. 11us Deed of Trust cannot be modIfied except in wntmg
Signed by all parties hereto except Trustee, With the signatures of all grantors acknowledged
before a Notary Pubhc No waIVer of any nght or remedy of BenefiCiary or obhgatlOn of
Grantor hereunder sha1l be effective unless m wntmg Signed by BenefiCiary No waIVer of any
nght or remedy shall operate to waIve any other or subsequently arising nght or remedy
34. Joint and Several Liability; CumulatIve Remedies. Ifthere IS more than one
grantor hereunder, theIr obhgahons shall be Jom! and several All BenefiCIary's nghts and
remedies hereunder are cumulalive and not m substitutIOn for any nght or remedy otherwise
available Without waJV1ng ItS nghts agamst GTantor or m the Collateral, BenefiCiary may resort
for the payment of the mdebtedness secured hereby to any other secunty or guaranty therefor
held by BenefiCiary, m such order and manner as BenefiCiary may eleet The enforcement or
commencement of proceedmgs to enforce a particular remedy shall not preclude the
dlscontmuance thereof and the subsequent enforcement or commencement of proceedmgs to
enforce the same or a different remedy
PAGE 24 - DEED OF TRUST, SECURITY AGREEMENT AND FINANCING STATEMENT
pox 150J38sv I 61072-23
Date ReceIved.
AUG - 6 2008
Onglnal Submittal
3S Successors aud Assigns. T1us Deed of Trust apphes to, mures to the benefit of
and bmds all parnes hereto and their heirs, devisees, legatees, adnumstrators, executors,
dlstnbutees. successors and assigns
36. Gender; Number; Definition of "Beneficiary". T1us Deed of Trust shall be so
construed that, wherever apphcable, the use of the smgular shall mclude the plural number, the
use of the plural number shall mclude the sIngular number and the use of any gender shall be
apphcable to all genders and shall likeWIse be so construed as applicable to and IncludIng a
corporation, partnership or other busmess entity The tenn "BenefiCIary" shall mean the holder
and owner, Includmg pledgees, of any mdebtedness or any note eVldencmg any mdebtedness
secured hereby, whether or not named as BenefiCiary herem
37. Invalidity. The Invahdlty or unenforceablhty of any tenn or provlSlon hereof
shall not affect the validity or enforceablhty of any other tcnn or proviSion hereof
38 Usury. If perfonnance of any obligation or payment of any amount under the
Loan Documents when such perfonnance or payment is due shall constitute a VIolation of any
apphcable usury laws, then the obligation to be perfonned or the payment to be made shall be
reduced so that m no event shall any exaction be pOSSible under the Loan Documents that would
constitute a VIOlation of such usury laws, but the obligal1ons shall be perfonned and the
payments shall be made to the full extent pOSSIble Without consl1tutmg a VIOlation of such usury
laws
39. Notices. Any demand or notIce made or to be gIVen hereunder by Trustee or
BenefiCiary, or both, to Grantor shall be effective on the earlier of (a) three (3) days afterbemg
mlllled by registered or cernfied mall, return receipt requested, or dispatched by pubhc or pnvate
couner service, to the address of Grantor as set forth above or to the address at which
BenefiCIary customanly or last communicated WIth Grantor or (b) when delivered personally to
Grantor or Grantor's agent for receipt of such notices, proVided, however, that If thiS Deed of
Trust secures Grantor's perfonnance under a loan agreement, any notice prOVISion m such
agreement shall control
40. Appointment of Trustee and Beneficiary. If Grantor IS obligated to execute any
document or mstrument hereunder and falls or refuses to do so Wltlun ten (10) days after wntten
demand by BenefiCiary, Grantor hereby appomts each of Trustee and BenefiCiary, severally Its
attorney-m-fact, which appoIntment IS lffevocable and shall be deemed to be coupled With an
mterest, With respect to the execution, acknowledgment, dehvery and filing or recordmg for and
m the name of Grantor of any of such documents or mstruments
41. Report of Real Estate Transaction. Grantor WIll make, on a I1mely basiS, any
reports or returns reqUired under Section 604S(e) of the Internal Revenue Code of 1986 (and any
SImilar reports or returns reqUired by state or local law) relatmg to the Property, notwIthstandIng
PAGE 25 - DEED OF TRUST, SECURITY AGREEMENT AND FINANCING STATEMENT
PDX IjO))8SvI61072 2) Date Received:
AUG - 6 2008
Onglnal SubmlttF I
.
the fact that the pnmary repomng responslblhty may fall on Beneficiary, counsel for
Benefielary, or any other party Grantor's obhgalions under thiS seellon will be deemed to be
satisfied If proper and tunely reports and returns required under thiS seclion are filed by a title
eompany or real estate broker mvolved In the real estate transaclion relallng to the Property, but
nothing contamed herem shall be construed to require such returns or reports to be filed by
BenefiCiary or counsel for BenefiCiary
42. Foreign Investment Acts and Regulations. If Grantor IS or shall become
subject to the International Investment Survey Act of 1976, the Agncultural ForClgn Investment
Disclosure Act of 1978, the Foreign Investment In Real Property Tax Act of 1980, the
regulallons ISSUed pursuant to such Acts or any amendment to such Acts or regulahons (such
Acts, regulatIOns and amendments are collectIvely referred to as the "Foreign Investment Acts
and RegulatIOns") Grantor shall promptly give to BenefiCiary wntten notice that It IS so subject
and shall, at ItS sole expense file whatever records and reports are reqUired or necessary pursuant
to any Foreign Investment Acts and Regulahons and shall mdemmry and hold hannless
BenefiCIary from and agamst any losses, damages, liabilities, expenses and costs (mcludmg, but
not limited to, attorneys' fees, disbursements and court costs) BenefiCIary may sustam or Incur as
a result of Grantor's faIlure to comply With the provlSlons of such Foreign Investment Acts and
Regulahons
43. Controlling Document. In the event of any conthct or mconslstency between the
tenns and proVISions eontamed m tIus Deed of Trust and those contamed 10 any of the other
Loan Documents (except any separate assignment of leases and/or rents and any loan agreement,
which shall preVail over thiS Deed of Trust), the tenns and provlSlons of thiS Deed of Trust shall
control
44. Governing Law. This Deed of Trust shall be construed m accordance With the
laws of the state m which the Property IS located
45. Attorneys' Fees. In the event of any Event of Default under thiS Deed ofTrust,
or m the event that any dispute arises relatmg to the interpretation, enforcement, or perfonnance
of any obligatIOn secured by thiS Deed of Trust, or In the event of bankruptcy or Insolvency
proceedmgs as descnbed below, BenefiCiary shall be enlit1ed to collect from Grantor on demand
all costs and expenses mcurred m connectIon therewIth, including but not limited to fees of
attorneys, accountants, appraisers, envlfonmental mspectors, consultants, expert Witnesses,
arbitrators, mediators, and court reporters WithOut limiting the generality of the foregomg,
Grantor shall pay all such costs and expenses Incurred m connection With (a) arbitration or other
alternative dispute resolutton proceedmgs, tnal court acllons, and appeals, (b) cases and
proceedmgs In bankruptcy, or other Insolvency proceedmgs, of Grantor, any guarantor or other
party hable for any of the obhgatlons secured by tIus Deed ofTrusl, or any party havmg any
mterest In any secunty for any of those obhgatlons, (c) JudiCial or nonjudiCial foreclosure on, or
appomtment of a receiver for, any ofthe Property, (d) post-Judgment collecllon proceedings,
PAGE 26 - DEED OF TRUST, SECURITY AGREEMENT AND FINANCING STATEMENT
PDX ISOJJ8$v) 61072 23
Date Received:
AUG - 6 2008
Onglnal Submittal
.
mcludmg actions for deficIency Judgments, (e) all claIms, counterclaIms, cross-cla11Ils, and
defenses asserted m any of the foregomg whether or not they anse out of or are related to this
Deed of Trust: (f) all preparation for any ofthe foregomg, and (g) all settlement negotlal1ons
wIth respect to any of the foregomg
46. Commercial LoaD. Grantor represents and warrants that the loan eVIdenced by
the Note IS a commercJalloan transacted solely for the purpose of carrYing on or acqumng
Grantor's busmess and that no portion of the proceeds of the loan WIll be used for personal,
fanllly or household purposes
47. Nondiscrimination. Grantor IS and shall be, until all mdebtedness secured by
thIS Deed of Trust IS paId m full, In full compliance WIth all proVISIons oflaw prohibIting
dlscnmmal10n 10 housmg on the basIS of race, creed, sex, age or national ongm, mcludmg but
not hmlted to the requIrements ofTltle VIII ofthe 1968 CIVIl RIghts Act, as amended
48. No Offset. Grantor's obhgatlOn to make payments and perform all obbgatlons,
covenants and warranties under thIS Deed of Trust and under the Note shall be absolute and
uncondlllonaJ and shall not be affected by any Circumstance, Includmg WIthout ]11II1laUon any
setoff, countercla11Il, abatement, suspenSion, recoupment, deduction, defense or other nght that
Grantor or any guarantor may have or claim against BenefiCIary or any entity parUclpatmg m
makmg the loans secured hereby The foregomg proviSions of thIS secUon do not conslltute a
waIVer of any claim whIch Grantor or any guarantor may have m damages or otherwise against
BenefiCiary or any other person, or preclude Grantor from malntammg a separate acllon thereon
Grantor waIves any nght It may have at law or 10 eqUIty 10 consolJda[e such separate aCllOn WIth
any aCllon or proceedmg brought by BenefiCiary, or to assert such claIm as a counterclaim m any
aellon or proceedmg brought by BenefiCIary, except for claims wluch, under apphcable law,
Grantor must make 10 such acMn or proceedmg m order to preserve ItS nghtto make the claim
49. Forced Insurance Notlce. WARNING UNLESS BORROWER PROVIDES
LENDER WITH EVIDENCE OF THE INSURANCE COVERAGE AS REQUIRED BY THE
LOAN DOCUMENTS, THE LENDER MAY PURCHASE SUCH INSURANCE AT
BORROWER'S EXPENSE TO PROTEST LENDER'S INTEREST THIS INSURANCE
MAY, BUT NEED NOT, ALSO PROTECT BORROWER'S INTEREST IF THE
COLLATERAL BECOMES DAMAGED, THE COVERAGE LENDER PURCHASES MAY
NOT PAY ANY CLAIM BORROWER MAKES OR ANY CLAIM MADE AGAINST
BORROWER BORROWER MAY LATER CANCEL THIS COVERAGE BY PROVIDING
EVIDENCE THAT BORROWER HAS OBTAINED PROPERTY COVERAGE ELSEWHERE
BORROWER IS RESPONSIBLE FOR THE REASONABLE COST OF ANY SUCH
INSURANCE PURCHASED BY LENDER THE COST OF THIS INSURANCE MAYBE
ADDED TO THE LOAN BALANCE IF THIS COST IS ADDED TO THE LOAN
BALANCE, THE INTEREST RATE PAYABLE UNDER THE UNDERLYING LOAN WILL
PAGE 27 DEED OF TRUST. SECURITY AGREEMENT AND FINANCING STATEMENT
POX IS03385vl 61072 23
Date Received:
AUG - 6 2008
,
"
'c
'"
'.1:J
Onglnal SubmIttal
.
APPLY TO THE ADDED AMOUNT THE EFFECTIVE DATE OF THE COVERAGE MAY
BE THE DATE BORROWER'S PRIOR COVERAGE LAPSED OR THE DATE BORROWER
FAILED TO PROVIDE PROOF OF COVERAGE
THE COVERAGE LENDER PURCHASES MAY BE CONSIDERABLY MORE
EXPENSIVE THAN INSURANCE BORROWER CAN OBTAIN ON BORROWER'S OWN
AND MAY NOT SATISFY ANY NEED FOR PROPERTY DAMAGE COVERAGE OR ANY
MANDATORY LIABILITY INSURANCE REQUIREMENTS IMPOSED BY APPLICABLE
LAW
50. No Oral Commitments Notice. UNDER OREGON LAW, MOST
AGREEMENT, PROMISES AND COMMITMENTS MADE BY LENDER, CONCERNING
LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL,
FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER'S
RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY
THE LENDER TO BY ENFORCEABLE
PAGE 28 - DEED OF TRUST. SECURITY AGREEMENT AND FINANCING STATEMENT
PDX I50JJ85vl 61072 23
Date Received.
AUG - 6 2008
Orlgln!:!1 Submittal
EXECUTED by Grantor as of the day and year first above wntten
GRANTOR
PAPE PROPERTIES, INC , an Oregon corporal1on
By
I!~ A A!4
RObe~JiJ.ei;ke, Presldent
PAGE 29 - DEED OF TRUST. SECURITY AGREEMENT AND FINANCING STATEMENT
POX lS03JS5vl 61072-13
Date Received.
AUG - 6 2008
Onglnal submittal
1-
.
ACKNOWLEDGMENT
STATE OF OREGON
County of ~ "
)
)ss
)
ThIS mstrument was acknowledged before me on thIS d ~ay of August, 2006, by Robert J
RIecke, as President ofPape PropertIes, Inc , an Oregon corporal1on
t .....'....' ,.1 I,J. 1~'.II.l"."'II.,ll''''':;''JI;''., _J U.II ;>'1. :1""
. 0FRClAlSEAl. ..
. CAROL F DEIINI!R ;
1 NOTARY PUBUC . OREGON.
X COMIoII88ION NO 378180,
'I ,.....,..rf'OW<9tO()H,EXl'tIl~FE8.~.~.
/1".J ~
N&fARY'PimLIC FOR OREGON
My CommIssIon Expires (),2-tJ3 -0 g
PAGE 30 - DEED OF TRUST, SECURITY AGREEMENT AND FINANCING STATEMENT
POX J50JJ8j;v1610n.23
Date ReceIved:
AUG - 6 2008
Ongmal SubmIttaL
1
.
.
Parcel 2. Land Partition Plat No 93-P0340, Lane County OfficIal records, In Lane
County. Oregon
EXHIBIT A
(Glenwood)
Date Received:
AUG - 6 2008
Onglnal Submittal
.
.
AFTER RECORDING RETUr.N TO
FIDELITY NI\1I0NAL TITLE INSURANCE
CG".1PANY OF OREGON
800 WILLAMETTE ST , #500
EUGENE, OR 97401
UCC FINANCING STATEMENT
FOLLOW INSTR:UCTlONStfronfand back) CAFtEFlJLLY
.... NAMe & PHONE OF CONTACT AT FJLEF\ 'joptlonalJ
Paul W Ip
S SENOACKNOWLt:OGcMENTTO (N8meanclAdll'UI)
(5031299-1160
I" PaulW Ip I
VICe PresJdent Comm9/'Cla1 Bankmg
HSBC BANK USA, National AssOCiation
601 SW Second Avenue, SUite 1650
L Portland OR 97204-3157 ~
THe ABOYE SPACE! tS FOR FIUNQ OFFICE use ONLY
1 DEBTOR S EXACT FULL I.EGAL NAYE ~aRylllllclltltcwl'll!llM("or1b) donDl.I:ltnvIateOl'c:ombInel'lalMl
I'.. ORGANIZATION'S NAUf
Papa Properties, Inc
OR 11 b IMJIVIOUAI.. a I.A5T NAME FIRST NAME MlOOI.E NAME
1c. MAlUNGAOORfSS CllY STATE [POSTAl.CODE
355 Goodpasture Island Road Eugene OR 97401
iIiIiiiIId SEeINSTRUCTlO"IS ADO'LINFORf 11. TVPE OF OR """ IZItTION 11 JU'USOICTK)NOFORGANlZATION 'D-ORGANlZATlOHAlIO'dany
ORGANIlATION Ores
DEBTOR Corporation on 031582~
2 ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME insa1on1yllDld~or_(2IIO(2b)-dDnot~orc:ombinlnamM
2a. ORGAHIZATlO"iS trrt'.ME
SUFFIX
COUNTRY
USA
o NON'
OR :2D INOMDUAl.8lASTNM4E
FIRST w.ME
MiDDlE NAME
SlXFIX
2e. WolLING ADDRESS
CITY
STATE. IPOSTAL-CODE
2g. ORGANIlATlONAlID. 'Iatly
COUNTRY
--..SEEIN8TRUCTIONS ADULlNFORE 12. TVPEOFORGANllATlON 2f Jl.RISDICTtONOF ORQANLlATION
ORGANIZATION
DEBTOR
,
3 SF-CURED PA~TY'S NAME/OlNAMEofTDTAlASSlGNEEdASStGNORSIPl~lnMr1ont-1Clr'1l1IOQ1n1dNl1vF\lml/:J.or3bl
13a. ORGANIZATION 8 NANE
HSBC BANK USA, Nabonal AsSOCiation
OR 13b lNOMOUAl8 LAST NAME
3c. MA,IUNG ADDRESS
o NONE
FIRST NAME
MIDDLe: NAME
601 SW Second Avenue, SUite 1850
4 TN'FINANCINGSTATEMENTCO*SthefollowinO~
r
See attached Exhibits A and B Incorporated herein by reference Dlvlola" 0' Chlo' DapuLy Clo~k
Lan. County Deed. end R.~orda
CIT'I
Portland
STATE IPOSTAlCODE
OR 97204-3157
eUfFIX
ICOUNTRY
USA
.,
u UJ~Dm~mWJ~WUt" '''I'' III
08/30/2006 01 :07:49 P"
RPR-ftTG C"Lol SL"a5 CASHIER 08
$20.00 $10.00 $11.00
lO~~~62~~J
$41. 00
· ....TERNATlVE DE~"""1lON~_ D"SSEEA>SSOR 0 CONSlGNEEICONSIGNOR D............OR 0 SruElWUYER
e 1'01 ThWFIAAltClNGSTATEMENTltlObllNad/fOrN(Xl'd)(ClrtKOrr>>d)lnu.REAlI7 S-1nIlNctIon~'}
~ ESTATE RI1COROS Alladl AdclMcUn rd appllcabIeJ
IS OPTIONAl.. FIlER REFERENCE DATA
1504609v1 (81072-28) LANE COUNTY
o AG UEN 0 NDf+<JCCAL.JNG '
uate J"\t:~elved:
AUG - 6 2008
FlUNG OFFICE copy - NA.T}()NAl UCC FINANCING STATEMENT (FORM UCC1) (REV ()g/()5)
Q.r,lg"l.~ Submltt~ I
~ "111Dl I f'Z-
.
.
'~
EXHIBIT A to UCC-l FINANCING STATEMENT
DESCRIPTION OF PROPERTIES
QLENWOOD
PARCEL 2, LAND PARTITION PLAT NO 93.P0340, LANE COUNTY OFFICIAL RECORDS, IN
LANE COUNTY, OREGON
Date Received:
AUG - 6 2008
Onglnal Submittal
POX 1504609vI 61072 26
Portland
2
~
T
EXHIBIT B to UCC-I FINANCING STATEMENT
DESCRIPTION OF COLLATERAL
.
DEBTOR
Pape Propemes, Inc
SECURED PARTY-
HSBC BANK USA, NATIONAL ASSOCIATION
I All bwldmgs, structures, 11IIprovements, eqUIpment, fixtures and property now or
hereafter built on or lD, or attached to, the real property (the "Land") descnbed m ExhibIt A to
tlus financlOg statement, mcludmg but not IlIDIted to boilers, engmes, motors, dynamos and
generating eqUipment, computers, computer workslatlons and terrnmals used In the operation of
bU1ldmg systems, telephone and other commumcal1ons systems, plpmg and plumbmg fixtures,
stoves, ranges, coolang apparatus and mechamcallatchen eqUIpment, dishwashers, clothes
dryers, refrigerators and freezers, coohng, healing, ven111atmg, spnnklmg and vacuwn cleanmg
systems, fife extlngmshmg apparatus and eqUIpment, gas and electnc fixtures, Imgatlon systems
and eqUIpment, carpetmg and underpaddmg, fire alarm, secunty and access control systems;
elevators, escalators, parlJlIons, mantels, bu1lt-U1lll11Tors, wmdow shades, bhnds, screens, storm
sash and awnmgs, furmture and furmslungs of pubhc spaces, halls and lobbIes, mClOerallng
systems and eqwpmeot, and shrubbery and plants (the "Improvements", the Land and
Improvements are referred to collecuvely as the "Property"), all property menlloned 10 tlus
paral!l'Dph 1 shall be deemed part of the realty and not severable wholly or 10 part WIthout
matenal mJury to the Property
2 All rents, Issues and profits of the Property, all eXlslJng and future leases of the
Property (mcludmg extenSIOns, renewals and subleases) and all agreements for use and
occupancy of the Property (all such leases and agreements whether wnllen or oral are hereafter
referred to as the "Leases"), and all guaraol1es oflessees' perfonnance under the Leases, together
WIth the ImmedIate and contmumg nght to collect and receive all of the rents, U1come, receIpts,
revenues, Issues, profits and other mcome of any nature now or hereafter due (mcludmg any
mcome of any nature coming due dunng any redempUon period) under the Leases or from or
anslOg out of the Property mcludmg nurumum rents, add1l1onal rents, percenlage rents, parkmg
or common area maJDtenance contnbul1ons, tax and msurance contnbuuons, defiCiency rents,
forfeitures or hqUldated damages folloWIDg default 10 any lease, all proceeds payable under any
pohcy of msurance covermg loss of rents or other mcome resull1ng from untenanlablhty caused
by destrucllon or damage to the Property, all proceeds payable as a result of exercise of an opl1on
to purchase the Property, all proceeds denved from the termlnaUon or rejection of any lease m a
bankruptcy or other msolvency proceedmg, and all proceeds from any nghts and claimS of any
land that debtor may have agamst any tenant under the Leases or any occupants of the Property
(all of the above are hereafter collectively .~f".."d to as the "Rents'')
3 To the extent the same are not Improvements, all funnture, funnshlngs,
apphances, machinery, eqwpment and other Property of any land now or hereafter located on the
P,vl'"..j, used or mtended to be used on the LvI'''''' wherever actually located, or purchased
WIth funds lent 10 debtor by secured party, and all nghts of debtor as lessee of any property
descnbed 10 Secl10n I above
4 WIth respect to the Property, and the Property descnbed 10 Paral?ranhs I. 2. 3 and
5 throul?h 9 hereof, all unearned prenuums under any and allmsurance poliCies covermg such d'
Date Receive .
pox IS04609vI 610n-Z6 3
Portland
AII6 - 6 2008
Orj::lsl ~l'''m,ttr,L __~__~__;:c-
.
r .~.....;/ now or hereafter obtamed by debtor, all...u_w~:1s (mcludmg, Wlthoutlumtauon, funds,
accounts, depOSIt accounts, mstrurnents, general intangibles, notes or chattel paper) of the
voluntary or mvoluntary conversIOn thereof mto cash or other lIqUIdated c181ms, mc1udmg
proceeds of hazard, utle and other msurance and proceeds receIved pursuant to any sales or
rental agreements, all refunds or rebates of taxes or assessments thereon, all nghts of actIon m
respect thereof
5 All plans, speclficauons, contracts, agreements and purchase orders pertaJnmg or
inCIdental to the deSIgn or construcUon of any Improvements, debtor's nghts under any payment,
performance or other bond In connection With construcllon of Improvements, and all
construcllon materials, supplies and eqwpment delIvered to the Property or intended to be used
10 connecllon WIth the construcllon of Improvements wherever actually located
6. All contracts, accounts, nghts, causes or causes of acl10n pertaullng to or affecting
the Property or the Property descnbed ill ,Paravraoh 3 above, IOcludmg, WIthout hmitallon, all
opl1ons or contracts to acqwre other property for use in connecl1on WIth operallon or
development of the Property, management contracts, servIce or supply contracts, depoSIts, bank
accounts, trademarks, trade names and symbols, penwts, lIcenses, franchises and certificates
7 All COlD1D1tments or agreements, now or hereafter 10 eXIstence, intended by the
obligor thereof to prOVIde debtor WIth proceeds to sallsfy the note or uoprove the Property and
the nght to receive all proceeds due under such conumtments or agreements mcludlng
refundable depOSits and fees
8 All books, records, surveys, reports and other documents related to the P .~..w. ~l'
Leases, other Items of collateral descnbed herem, or construcl1on or operaUon of the
Improvement.
9 WIth respect to the property, all Judgments, damages, awards, settlements and
compensauon (mc1uding mterest thereon) for any inJury to or decrease ID the value thereof for
any reason, mcludtng, WIthOut hmltallon, the takmg of emment domam, condenmatlOn or
otherwise of all or any part thereof
10 All addil1ons, acceSSIOns, replacements, subSlltul1ons, proceeds and products of the real and
personal property, tangible and mtanglble, descnbed herem
Date Received:
AUG - 6 2008
Onglnal Submittal
POX 1504609v1 61012-26
Portland
4
I
I
L
,.
"":~~~T~
/1-iP3-,:/3 -/-3 4t ~/ 7~ Ifr;;.";';o
11-;'~7~ 1- 5/g, ~/e.,~ flAm TJIX ~~.:
I ~ k. dJ.~ ,pr~ TJIX ACCT 110
....,. '-""2 V , TAX Acer. NO
HAARAN'n' DBI'D - - S'1'A'1'U'1'ORY fORK
977Ul93
212/792
EU9'-1094
1385234
138524:1
1]72661
rTlTU!c....
....
a'll...
CABCAOIi
TIT'"
CQ
/0
I~
fjJ
FRANXI.IN HOWARD GORDO'f and HAIUAN L GORDON, t:~.t:.II. l}( U D 'I'
OCTOBIR 30, 1194, Granter,
CODveys and .....rrants to
PAI'BI iRO:5'ER'tIES. J:HC. AN OUGeN COJlPORA.'1'ION, Orll.nt..,
tbe tollowing described real property tree of encumbrance. u~Qept A8
Dpocitlc~lly set forth herein,
SEE BXHIBIT A tnlICQ IS w.Dr; A PART KERKer BY THIS REFERENCE
'I
'1'HIS INBTRIJKJ!:N'1' WILL NOT At.1,QW VBB or 'niB PROPERn DESCRIBED IN THIS
INSTRUMmrr IN VIOLATION 0' APPLlCA:IlLB LAND USt LAWS AND UOl1LATIONB
DBlORS SIGHINQ OR A....... .......~ TKIS ni..................., 'l'JUC PBRSON ACQtJ+aIHa FEZ:
'l'I'1'LB TO 'I'HB PROPD'1'Y SHOULD CHICK WITH nm APPROPJU'ATB CITY OR COirnTY
PI.ANNING DZPAR'I'HEm' ro \'ERIn AllPROVZO 'OSIS AND '1'0 ElBTIWUN!: ANY X.tHITB
0>> LAWSOI!'S AGAINST )>AJUoIXNO OR PDR!ft PRAC'11'C'BS AS DEPINZD m ORS 30 "0
,
,
Except the following oncumbnnce81
)
WolOCr 22'971lO7Rl:C 10 00
~T 221971101Pfl..M) to. 00
~~CT .2219711071\&1 FUND 20 00
SiB' EXHIBIr "B. FOR PERMITTED ENCIDGAANCES
The true cona!deration ter thia ~onve ance il
to an accommodQto~pur8U8nt to IRe 1
Dal:od th.h __1/JJ/J _I day of
$239.05'J 00 of \lhich 90.65% ls paid
, ".5l-2
,
,
Thill Dooll is bolag givan by O~aD.tor diroctly t.Q Grant.. pl.J.rlluant to t.ho to:nu Df.
(0) tho Roal Propo~ty Bxchango Agraelllellit b.tv~ O"'llInt.o anc! Cuoa4a habaDgu
Suvtcu. 11:1c d.at.d 1/1 I A... , 151.:!:1, and (b) tho Mdgnmant and
A..umptlon betw.on Orlllllitor, Grant.. anc! C..oad. Bxoban;o Sorvie.., IDO , datad
/0 / r..~ , J.'.:2....2, &8 an lDt~tao:l part of tho oxollango transaction
c01:lt.~1.l:Bd by tho.. .~e.mallit8.
,.
~JkJL".z_~
FRANKLIN HOWARD GORDON
,:J
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MARIAN RDON
CAHfto~N\l\- 4
STATB OF~county of L.ot..~ lea
Thill inut:n1111ont \/0.1 acknowledged blllors me on
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NOtary Public for Oregon 1.1,,_'.~~
My commission expirea. \ ~I ~
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FRAJ.rk.LtN HOWARD GORDON
2022~ LO~R~~ DRIVR
covrWA. OR. 91'724
. GRANTOR' S NAMS AND MORESs
Until . change lu r.quoeted
all tax statement. shall be
Dent to the following addr...
... SAME AS QRANTBB *.*
PftP'B' PR.OP&R'J'I~S. INC
101. g BROArnlAY
EUG~. OR 9".01
GRANTEE I S NAMB AND ADDRESS
Afto~ recording raturn to
CASCADE TITLB CO
811 WILt.AME1'TB
EUGBNB, OR 97401
Oatl; R0(,Si "",0
AUG ~ 6 2008
Ongmsl Subllllttal____.__
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EXHIBIT "All
. \ 317.1893
BGillnnin'iJ at thlJ Northwest cotTIer of Lot 5, BlOCk: S, ot the AMftNDID PLh.! OF
O~ PARK, as platted and racorde~ Ln Book 25, Page 82, tane County Or8Qon
0..4 Recorda, thence B.at along t~. Nortn 11n8 of '..d Block 5, to . pOLnt an
the Cant8~11n. of vacatod Horton street I thence South along a.14 centerline
to the la.early projeoted Sout~ l1ne ot Lot, 1# 2 and 3, Block 8 of 8aid Plat,
thGdoe ~.8t 160.00 taet mora or 1.... &10n9 tho BObtb 11n. of 8.id Lot. 1, a
and 3, to D POint ln the South line ot Lot J ot a.14 BLOck which 1. the
Bouth...t oot"nor of hr~l 2 .. dDOodbect 1n that deed to thlll SI:..",. Qt ~re:ljj'on,
by and throu9h its State Ki9hway C~1881on, recorded June 4, 1953, Reception
No. 5301, Lane county oregon Deed RecoC'dul thence North 15 0 t..t, thence
Woat 200 0 telt Merl DC' 118a, along .. 11ne 15.0 teet "OrthDrly fto. and
parallel with the South line of Lots J, 4 and Ii of .ald BlocJt, t.c a point on
tho ~GDtGrtLno of vacated Rarrleon Stroet, thonce Noeth along the conterlin.
of .aLd Street to the Weatorly projected North I1n8 ot Lot 5, Blook 5 ot ,alcl
Plat, thence East 24 75 teet to the North",..t cornar of add Lot, be1ng the
po1nt of beginning, all 1n LanG Co~ntYI or890n,
ExmnIT "B"
Taxee for tho f1.Q~l r-~r 1~9'-1998, a 11en not yet payable
Clty 1Lene, aa lovied by tho Clty of SUgone fOr ,ewer, Aocount No,
1981-0042-0160, 1n the amount of 66,326 04
^9re~nt Deferrlng Collection of Aoe.eemont, inCluding the ~'rm. and
provisione thereof, recorded November 15, 1982, aeoeption No 8234140, Lane
County Offioial Recorda,
Rcutrictien of aCCDU .l,.n deec3e to the $tate ot Oregon, by and through ite
stato Hig-hway COlMlhoLon, reCOrded October 17, 1950, in 800k 425, Pag8 265,
and recorded. June 4, 1953, Rec:ePtlon No 5301, Lane COunty Or890n Deed
R8C(;Jl"dlil
~a8.m~nt. tor utilltlQliI over and .creGO the premise. tor~8rly Lncluded
within tho bound.rio. ot .. port1on of H..'rban Street. f\O'oI vaoated, au
r'..rvod by Vacat1ng Order recorded huguet 7, 1984, ~el No 1309, Reception
No 9431684. Lane count~ Qtt!cial a_oord.
Za.emante for u~111tl.q over and aoro.e the premiB.. formerly 1n=luded
within the bounda~lea of 23rd Streat, Morton Street and Harrieon street, now
vacated, .l,.t any ouch Dxiet
site Review 6ubdl.trLct, 1nQl~lng the ~urm. and provl.tons thereot.
Notice ot which ia reCorded February 26, 1990, ReceptLon No. 9009309, Lane
Caunty ottloial Reoord..
BLte Review Subdistrict, inclUding the term, and provision. theroot,
NotiCe of which 1. reCOrded June 25, 1991, RDO.ption No 9129509, LanG COUnty
offlc.Lal ReCOrd.
5tUot of OtCIOIl
Count)l 01 Lan. -..
I IfwCounIyClelk.lnwforlh.,w
Counly doh"~eeT'lfylhaltne\llllhln
1nI.lNl1WrM_lf~elvtdlol,coofd'l
'S?OCT22.. 2134
2348R
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Lana County OFFICIAL RKord.
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I\tTIII\1I10 Cf..SCf..OnIlLE co
euOS'liOH Cl?\~
UntO a change Is reqnested,
aD tax statements shaD be sent to:
Pape Properties, Inc
Allenlloo Robert] RIecke
PO Box407
Eugene, Oregon 97440
Mter recording, return to:
Pape PropertIes, Inc
Allenllon Robert J RIecke
PO Box 407
Eugene, Oregon 97440
,
Dlvaalon 0' Chle' Deputy Clerk
Lane County D... and Racords
U~1{Vl~~~m'11I1Wm'I'"II"11
RPR-DEED Cnbl S'--l!l 12/22/2005 03:~:53 PI!
..... CASHIER 07
$!l 00 $11 00 $10 00
~I~II "'
$26,00
BARGAIN AND SALE DEED
KNOW ALL MEN BY THESE PRESENTS, that MO Partners, an Oregon general partnership,
hereinafter Grantor, conveys to Pape Properues, Inc , an Oregon corporahon, heremafler Grantee, the real
~.v~.. ,j descnbed as follows
Pan:eI2, Land Partallon Plat No 93-P0340, Lane County OffiCIal Records, In Lane County,
Oregon
The true conslllerallon for thIS conveyance IS $290,000 00
BEFORE SIGNING OR ACCEPTING THIS li .... n.UMENT, THE PERSON
TRANSFERRING FEE TITLE SHOULD INQUIRE ABOUT THE PERSON'S RIGHTS, IF ANY,
UNDER CHAPTER I, OREGON LAWS 200S (BALLOT MEASURE 37 (2004)). TIllS
INSTRUMENT DOES NOT ALLOW USE OF THE PROPERTY DESCRIBED IN THIS
INSTRUMENT IN VIOLATION OF APPLICABLE LAND USE LAWS AND REGULATIONS
BEFORE SIGNING OR ACCEPTING TffiS INSTRUMENT, THE PERSON ACQUIRING FEE
TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY
PLANNING DEPARTMENT TO VERIFY APPROVED USES AND TO DETERMINE ANY LIMITS
ON LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS DEFINED IN ORS 30.390
AND TO INQUIRE ABOUT THE RIGHTS OF NEIGHBORING PROPERTY OWNERS, IF ANY,
UNDER CHAPTER 1, OREGON LAWS 200S (BALLOT MEASURE 37 (2004))
Dated thIS ~.:z k.t.. day of December, 2005
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-iG ~r
: IIOTARY PUBUC. OREGON
COMMISSION NO 369697
- Ift'CllWIISSIOll ElIPIREUlllE 15, 2lI07 _
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MO Pamen
B~&Partn~
Date Received
STATE OF OREGON )
AUG - 6 2008
SS
Onglnal submIttal
County of Lane
)
ThIs mstrument was acknowledged before me on December..<'-t .2005, by Bnan B Oble as
Managing Partn~ ofMO Partners, en Oregon general pertnerslu~ (J.
P/'P'
NofiitfPuohcWf Oregon
My Comnusslon ExpIreS ~/15/o:f