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HomeMy WebLinkAboutDeed APPLICANT 8/6/2008 . , ( Dlvl.lon of Chl.f D.puty Cle~k L.n. County D..dS ~ RecordS ~~~~~~~ 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 . . 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"" . 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 PAGE I - TABLE OF CONTENTS PDX U03J85vl 61072.2J Page 1 2 2 3 4 4 5 5 5 5 5 5 6 6 6 6 7 7 8 8 8 8 Date Received: AUG - 6 2008 Onglnal Submittal .. . 15 ZONING, TITLEMATIERS 16 INSURANCE 17 BENEFICIARY'S RIGHT TO PROTECT COLLATERAL 8 9 11 18 INDEMNITY 12 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 13 13 15 15 15 15 17 17 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 17 19 23 23 23 23 23 23 33 MODIFICATION, WAIVER 34 JOINT AND SEVERAL LIABILITY, CUMULATNE REMEDIES 35 SUCCESSORS AND ASSIGNS 24 24 25 PAGE 11 - TABLE OF CONTENTS POX 15033SSvI61072 23 Date Received: AUG - 6 2008 Onglnal Submittal ..... . . 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 PAGE 11l - TABLE OF CONTENTS POX 1503)15...1 61072 23 Date Received: AUG - 6 2008 Onglnal Submittal 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 Date Received AUG - 6 2008 Onglnal Submittal . . 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 PAGE 2. DEED OF TRUST, SECURITY AGREEMENT AND FINANCING STATEMENT POX 1503385vl 6J072-23 Date Received. AUG - 6 2008 Onglnal Submittal . . 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: AUG - 6 2008 Ongmal Submittal 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 PAGE 4 - DEED OF TRUST, SECURITY AGREEMENT AND FINANCING STATEMENT POX I50J385vl 61072 23 Date Received: AUG - 6 2008 Onglnal Submittal . 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 PAGE 5. DEFD OF TRUST, SECURITY AGREEMENT AND FINANCING STATEMENT PDX )50JJS'svl 61072-23 Date Received: AUG - 6 2008 Onglnal Submittal . . 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 PAGE 6 - DEED OF TRUST, SECURITY AGREEMENT AND FINANCING STATEMENT PDX 150JJ8,v! 61072.23 Date Received: AUG - 6 2008 Ongmal Submittal . . 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 Date Received: AUG - 6 2008 Onglnal Submittal J " . . 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 AUG - 6 200S :~ ,- '. J~~1 ~J Date ReceIved: Onglnal Submlttr>' . 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 ~ ";j ?~ ~ '-1 " ,. Date Received: Onglnal Submittal u . . 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 Date ReceIved: AUG - 6 2008 Ongmal submittal . 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 " '"1II.fUi. ;t"LiJI",1A MARIAN RDON CAHfto~N\l\- 4 STATB OF~county of L.ot..~ lea Thill inut:n1111ont \/0.1 acknowledged blllors me on ~~ ~= on' _... I. 00'00. NOtary Public for Oregon 1.1,,_'.~~ My commission expirea. \ ~I ~ if.)Jj,." 1'lo 1. 'Iq '-' j@ """"",...... 1 - C:O......IOA!OIJ li I N~=tBCC~~ .. I.. ' . IottC~ ~~~lJl~,( 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____.__ - ....".- ',' I ,~! , I \': " I' { , , I '.l I ", "' 1', I I . " ",I '~\, I, ~t- > r '. t" '1', fll j,1 " I I. , F' ~ : " , ~ l . 01;;;'/;;<71::<. 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 .." Lana County OFFICIAL RKord. "-,Co,,,",yClctk D..fJ A .--t.J'..)I "" CClI.mly(;kfk - r.....t ,,~r, !Jaw >\E;~I~l ,,, A.UG - b 20C8 b I, Jnglnal Su I 11 "'''''- '. >f ... , , ) ---pi ., ., J d i , , . } . , , " 1- ~ ; , ! .' j > I , , , . . .; . , ! : ~ . . . c-r ;l.l/.lfo (,IS" 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 r.....- .~~~- - .__.._.."".u -'I -iG ~r : IIOTARY PUBUC. OREGON COMMISSION NO 369697 - Ift'CllWIISSIOll ElIPIREUlllE 15, 2lI07 _ - ----- ---------'":lo..J' 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