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HomeMy WebLinkAbout2002 - Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing - Family Fun Center / Bank of America - 2002112700185320021127001853 Branch :GOK,User :BLOE AFTER RECORDING RETURN TO BANK OF AMERICA, N A Northwest CLSC Real Estate 800 Fifth Avenue, 37th Floor Seattle, WA 98104 Attentron Sonia Nelson LEGAL DESCRIPTION Loan No 3142783 Comment: i DEED OF TRUST WITH ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING KING,WA Page 1 of 11 Document: 2002.1127001853 OLD REPUBLIC T DT 87 ® V�� 21/27/2002 11 KING COUNTY, IJA i WASHINGTON STATE COUNTY AUDITOR'S/RECORDER'S INFORMATION (RCW 65 04) GRANTOR FAMILY FUN CENTERS, TUKWILA LLC GRANTEE BANK OF AMERICA, N A aag9s7�g ABBREVIATED PORTION OF GOVERNMENT LOTS 8 AN f0, AND THE WEST HALF OF SECTION 24, TOWNSHIP 23 NORTH, RANGE 4 EAST, W M , AND OF VACATED BLOCKS 12 THROUGH 15, INCLUSIVE, AND THE STREETS ADJOINING, GUNDAKER'S INTERURBAN ADDITION TO SEATTLE [FOR THE FULL LEGAL DESCRIPTION SEE EXHIBIT "A" TO THIS DOCUMENT) ASSESSOR'S PROPERTY TAX PARCEL ACCOUNT NUMBER(S) 242304 - 9063 -06 THIS DEED OF TRUST is granted as of October 29, 2002, by FAMILY FUN CENTERS, TUKWILA LLC, a Washington limited liability company ( "Grantor") the address of which is 7300 Fun Center Way, Tukwila, WA 98188, to PRLAP, Inc ('Trustee "), the address of which is 800 Fifth Avenue, 13th Floor, Seattle, WA 98104, in trust for BANK OF AMERICA, N A ( "Bank ") the address of which is 800 Fifth Avenue, 37th Floor, Seattle, WA 98104, Attention Northwest CLSC Real Estate, and is made with reference to the Borrowing Agreement of even date herewith between Grantor and Bank (the "Agreement") Grantor agrees as follows 1 CONVEYANCE Grantor hereby irrevocably grants, bargains, sells and conveys to Trustee, in trust, with power of sale, all of Grantor's right, title and interest in the real property legally descnbed in Exhibit A attached ( "Property "), whether now owned or later acquired by Grantor, together with all other property described in the Exhibit B attached This Deed of Trust also constitutes a security agreement under the Uniform Commercial Code (as adopted in the State of Washington) granting to • Bank a security interest in the property, both tangible and intangible, described in this paragraph and in the exhibits, to the extent such property shall be deemed to be personal property or fixtures Grantor represents and warrants to Bank that THE REAL PROPERTY Deed of Trust (Rev 7/31/98) aws/0334/huish dot Station Id :EGUI PECEIv MAR 23100I OEO AT Printed on 2/13/2007 7:22:28 AM Branch :GOK,User :BLOE Comment: Station Id :EGUI CONVEYED BY THIS DEED OF TRUST IS NOT USED PRINCIPALLY FOR AGRICULTURAL PURPOSES 2 ASSIGNMENT OF RENTS (a) Assignment Grantor further assigns to Bank all of Grantor's interest in all existing and future leases, licenses and other agreements for the use or occupancy of the Property ( "Contracts "), including the immediate and continuing nght to collect, in either Grantor's or Bank's name, all rents, receipts, income, accounts and other payments due or to become due under the Contracts ( "Payments ") As long as there is no default under the Agreement or this Deed of Trust, Grantor is granted a license to collect the Payments, but such license shall not constitute Bank's consent to Grantor's use of the Payments in any bankruptcy proceeding (b) Disclaimer Nothing contained in this Deed of Trust shall be construed as obligating Bank or any receiver to take any action to enforce any provision of the Contracts, expend any money, incur any expense or perform any obligation under the Contracts Bank's duties are expressly limited to giving of proper credit for all Payments received by it 3 SECURED OBLIGATIONS This Deed of Trust secures performance of (i) each agreement of Grantor contained in the Agreement and/or this Deed of Trust (but does not secure the independent Hazardous Substances and Building Law Compliance indemnities in the Agreement), (ii) payment of the sum of $6,250,000 00 with interest thereon according to the terms of the Agreement, (iii) payment and performance obligations of Grantor (or of the obligor under the Agreement, if different from Grantor) under any one or more interest rate swap transactions, forward rn rate transactions, interest rate cap, floor, or collar transactions, swaptions, bond and bond pnce swaps, options or forwards, treasury locks, any similar transaction, any option to enter into any of the m foregoing and any combination of the foregoing, with Bank, whether now existing or hereafter entered into including, without limitation, any master agreement relating to or governing any or all of the c , foregoing and any related schedules or confirmations, and in which this Deed of Trust is expressly referenced as a credit support document (each, a "Swap Contract ") and (iv) all other existing and cv future obligations of Grantor to Bank if the existing or future obligation by its terms states that it is secured by this Deed of Trust (collectively the "Secured Obligations "), including all renewals, modifications and extensions thereof and substitutions therefor, it being the express intent of ti Grantor and Bank that this Deed of Trust and the estate held by Trustee hereunder shall continue in • o effect notwithstanding that from time- to-time no Secured Obligations of Grantor to Bank may exist, N and shall survive as secunty for all new or additional Secured Obligations of Grantor to Bank from time- to-time ansing Nothing contained in this Deed of Trust shall be construed as obligating Bank to make any future advance to Grantor THE AGREEMENT MAY CONTAIN PROVISIONS ALLOWING FOR CHANGES IN THE INTEREST RATE, PAYMENT TERMS OR BALANCE DUE TO BE INDEXED, ADJUSTED, RENEWED OR RENEGOTIATED 4 AFFIRMATIVE COVENANTS Grantor shall, unless waived in writing by Bank (a) Maintenance of Property and Title Maintain and preserve the Property in good condition and repair, and not commit or permit any waste thereof, complete any improvement which may be constructed on the Property, restore any improvement which may be damaged or destroyed, and maintain the Property free and clear of all liens and encumbrances other than any lien for taxes or assessments not delinquent Failure to maintain and preserve the Property in good condition and repair shall constitute 'Haste" by the Grantor as that term is used in R C W 61 24 100 (b) Compliance with Laws Comply with all laws, ordinances, regulations, covenants, conditions and restnctions affecting the Property, Deed of Trust (Rev 7/31198) KING,WA Document: 2002.1127001853 - aws/0334ihussh dot Page 2 of 11 Printed on 2/13/2007 7:22:29 AM Branch :GOK,User :BLOE KING,WA Document: 2002.1 127001853 Comment: Station Id :EGU1 (c) Real Estate Interests Perform all obligations to be performed by Grantor under the Contracts, (d) Payment of Debts and Taxes Pay promptly all obligations secured by the Property, all taxes, assessments and governmental liens or charges levied against the Property, and all claims for labor, materials, supplies or otherwise which, if unpaid, might become a lien or charge upon the Property If required by Bank and at the time of making each payment to Bank under the Agreement, Grantor shall deposit into a non- interest- beanng reserve account with Bank, hereby pledged to Bank as security for the Secured Obligations, a sum estimated by Bank sufficient to pay when due taxes and assessments on the Property and premiums on required insurance, (e) Insurance (i) Casualty Insure continuously with premiums prepaid, with financially sound and reputable insurers acceptable to Bank, all improvements on the Property against all risks, casualties and losses through standard fire and extended coverage insurance or otherwise, including, without limitation, insurance against fire, theft, casualty, vandalism, loss of rents and business interruption and any other risk Bank may reasonably request The insurance policies shall be in an aggregate amount of not less than the full replacement cost of all improvements on the Property, including the cost of demolition and removal of debns, and shall name Bank as loss payee under a lender loss payable endorsement in form satisfactory to Bank All deductibles shall be in amounts acceptable to Bank The amounts collected under the insurance policies may be applied to the Secured Obligations in any manner as Bank determines, and such application shall not cause discontinuance of any proceeding to foreclose upon this Deed of Trust In the event of foreclosure, all of Grantor's rights in the insurance policies shall pass to purchaser at the foreclosure sale, (ii) Flood Obtain flood insurance if the Property is located in a designated flood hazard area (as determined by Bank, with such determination to be made at Grantor's expense) and where federally subsidized flood insurance is available (iii) Liability Maintain comprehensive general public liability insurance insunng against liability from nsks associated with the use, ownership and operation of the property (iv) ytle Provide to Bank an A L T A (1992 form) form of lender's extended coverage title insurance for the full amount of Bank's commitment under the Agreement insuring the first lien pnority of this Deed of Trust, subject only to such exceptions as may be permitted by Bank, in writing Such policy shall be issued by a title company acceptable to Bank The policy shall contain such endorsements as Bank may reasonably request (f) Hazardous Waste Notify Bank within 24 hours of any release of a reportable quantity of any Hazardous Substance, or of the receipt by Grantor of any notice, order or communication from any governmental authority which relates to the existence or potential for environmental pollution of any kind existing on the Property, or results from the use of the Property or any surrounding property Grantor shall indemnify, defend and hold Bank and its successors and assigns harmless from and against any and all claims, demands, penalties, fees, liens, damages, losses, expenses, and liabilities arising out of or in any way connected with any alleged or actual past or future presence on or under the Property of any Hazardous Substance from any cause whatsoever, it being intended that Deed of Trust (Rev 7/31/98) -3- aws/0334 /huish dot Page 3 of 11 Printed on 2/13/2007 7:22:30 AM Branch :GOK,User :BLOE ti Comment: Station Id :EGU1 Grantor shall be stnctly and absolutely liable to Bank without regard to any fault by Grantor, provided that this indemnification shall not apply to any Hazardous Substances which originated on or under the Property after the date Bank or any third party acquires fee title to the Property by foreclosure or deed in lieu of foreclosure "Hazardous Substances' shall mean any substance or material which may be hazardous to the health or safety of any person, including without limitation any substance or matenal which is now or hereafter becomes regulated under any federal, state, or local statute, ordinance, rule, regulation or other law relating to environmental protection, contamination or cleanup, and (g) Site Visits, Observation and Testing Permit Bank and its agents and representatives, at any reasonable time, to enter and visit the Property for the purpose of performing appraisals and/or inspecting the Property, taking and removing soil, groundwater and other samples, and conducting tests on any part of the Property Grantor agrees that Bank neither has nor undertakes any duty or obligation to examine or inspect the Property, and that any inspection by Bank is solely for the purpose of protecting its security and its nghts under this Deed of Trust If Bank believes it has an obligation to disclose any report or findings made as a result of its inspection of the Property, then Bank may make such disclosure (h) Costs and Expenses Pay, reimburse and indemnify Bank for all of Bank's reasonable costs and expenses incurred in connection with the enforcement of Bank's rights and Grantor's obligations under this Deed of Trust, foreclosing upon this Deed of Trust, defending any action or proceeding purporting to affect the nghts or duties of Bank or Trustee under this Deed of Trust, or managing the Property and collecting the Payments, including, without limitation, all reasonable attorneys' fees and value of the services of staff counsel, legal expenses, collection costs, costs of title search, and trustee's and receiver's fees 5 NEGATIVE COVENANTS Grantor shall not, without Bank's prior written consent (a) Payments Accept or collect Payments more than one month in advance of the due date, (b) Contracts Terminate, modify or amend any provision of the Contracts or enter into a Contract with a term, including options or renewal rights, of more than 3 years and/or containing an option to purchase, (c) Use Change the present use or intended use of the Property, or scope of the development or improvements of the Property, or permit or consent to any restriction that would prevent or otherwise impair the use or development of the Property, or permit thereon the generation, processing, storage or disposal of any Hazardous Substance, or (d) Restrictions on Conveyances Cause, permit or allow the transfer, conveyance or encumbrance of the Property or of any interest in the Property, or the transfer of any interest in the Grantor, whether voluntary, involuntary or by operation of law 6 EMINENT DOMAIN In the event any portion of the Property is taken through eminent domain, the amount of the award to which Grantor is entitled shall be applied to the Secured Obligations 7 PROTECTION OF BANK'S INTEREST If Grantor shall fail to pay any amounts which may become a lien on the Property, pursuant to Section 4 (d), or fail to maintain adequate insurance on the Property, as required by Section 4 (e), Bank may at its sole option pay such obligations and /or obtain such insurance 8 ADDITIONS TO SECURED OBLIGATIONS Any payments required under Sections 4 (d), 4 (e), 4 (f), 4 (g) or 4 (h), but not made when demanded, shall immediately be Deed of Trust (Rev 7/31/98) -4- aws/0334/hursh dot KING,WA Page 4 of 11 Printed on 2/13/2007 7:22:31 AM Document: 2002.1127001853 Branch :GOK,User :BLOE . • Deed of Trust (Rev 7/31/98) KING,WA Document: 2002.1 127001853 Comment: Station Id :EGUI deemed added to the Secured Obligations, and shall accrue interest at the highest rate of interest accruing from time to time under the Secured Obligations 9 RECONVEYANCE Trustee shall reconvey such portion of the Property to the person entitled thereto upon written request of Bank, or upon satisfaction of the Secured Obligations and written request for reconveyance made by Bank or any person interested in the Property, accompanied by Trustee's standard reconveyance fee, which fee shall be Grantor's obligation 10 SUCCESSOR TRUSTEE In the event of death, incapacity, disability, dissolution, resignation or refusal to act by the Trustee, Bank may appoint a successor trustee and, upon the recording of such appointment in the records of the county in which this Deed of Trust is recorded, the successor trustee shall be vested with all powers of the original Trustee 11 EVENTS OF DEFAULT The occurrence of any of the following events shall, at Bank's option, and at any time without regard to any previous knowledge on Bank's part, constitute a default under the terns of this Deed of Trust, the Agreement, the Secured Obligations, and all related loan documents (a) Non - payment of Principal or Interest Any payment of pnncipal or interest on the Secured Obligations is not made when due, or (b) Failure to Perform Any tax, assessment, insurance premium, lien, encumbrance or other charge against the Property is not paid when due, or any other term, covenant or agreement of Grantor contained in this Deed of Trust, the Agreement, or in any other document with Bank, or in which Grantor grants a security interest in the Property, is not promptly performed or satisfied 12 REMEDIES UPON DEFAULT If any default occurs and is continuing, and subject to any applicable notice and cure period provided for in the Agreement, Bank may, at its option (a) Terminate Commitment Terminate any outstanding and unfulfilled commitment to Grantor, (b) Accelerate Declare any or all of the Secured Obligations, together with all accrued interest, to be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are expressly waived by Grantor, (c) Payments Pay such sums as may be necessary to obtain a current appraisal, to inspect and test the Property, and to pay any tax, assessment, insurance premium, lien, encumbrance or other charge against the Property, all without prejudice to Bank's right to accelerate the Secured Obligations and foreclose upon this Deed of Trust Grantor shall reimburse Bank upon demand, for all such amounts paid by Bank, with interest thereon from the date of such payment at the highest rate that is, from time to time, applicable on any of the Secured Obligations All unreimbursed amounts shall be added to and become a part of the Secured Obligations, (d) Collection of Payments Terminate the license granted to Grantor to collect the Payments, take possession of, manage and operate the Properly under the terms of the Contracts, and demand and collect all Payments, including endorsing in the name of Grantor any check, draft or other instrument given as payment, either by itself or through an agent or judicially- appointed receiver The Payments shall be applied first to payment of the costs of managing the Property and collecting the Payments, and then to the Secured Obligations, (e) Trustee's Sale Direct the Trustee, upon written request, to sell the Property and apply the sale proceeds in accordance with Washington's Deed of Trust Act -5- aws/0334/huish dot Page 5 of 11 Printed on 2/13/2007 7:22:31 AM Branch :GOK,User :BLOE v, try (f) Other Remedies Pursue all other available legal and equitable remedies, including, without limitation, foreclosing upon this Deed of Trust as a mortgage Grantor expressly waives any defense or right, in any action or proceeding in connection with the Secured Obligations, that Bank must first resort to any other security or person 13 FIXTURE FILING This Deed of Trust also constitutes a fixture filing financing statement pursuant to the Uniform Commercial Code of the State of Washington and RCW 62A 9A- 502(c) The Grantor is the Debtor, the Bank is the Secured Party, and their respective addresses for the purpose of this fixture filing and the giving of any notice under or in connection with this Deed of Trust is as first stated above The mailing address of the Bank is as shown at the top of this Deed of Trust Grantor's Organizational Number is /,601909362 This fixture financing statement covers items of property which are or are to become fixtures with respect to the real property descnbed in Exhibit A hereto 14 WAIVER No waiver by Bank of any deviation by Grantor from full performance of this Deed of Trust or the Secured Obligations, as the case may be, shalt constitute a waiver of Bank's nght to require prompt payment or to assert any other right or remedy provided for in this Deed of Trust or the Secured Obligations on the basis of the same or similar failure to perform 15 SUCCESSORS/APPLICABLE LAW This Deed of Trust shall be binding upon the Grantor and the Grantor's successors and assigns If there Is more than one Grantor, then the obligations of each Grantor shall be joint and several The enforcement of this Deed of Trust and Bank's rights hereunder shall be governed by and construed in accordance with the laws of the State of Washington FAMILY FUN CENTERS, TUKWILA LLC (RCW §61 24 010, of seq) Any person, except Trustee, may bid at the Trustee's sale, and Deed of Trust (Rev 7/31/98) KING,WA Document: 2002.1127001853 Comment: Station Id :EGU1 -6- aws/03341hu sh dot Page 6 of 11 Printed on 2/13/2007 7:22:32 AM Branch :GOK,User :BLOE N N STATE OF WASHINGTON COUNTY OF �/7 Comment: Station Id :EGUI I certify that I know or have satisfactory evidence that S OT is/A is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authonzed to execute the instrument and acknowledge it as the of Family Fun Centers, Tukwila LLC, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument Dated // /6/02- - ;A 2 . f WC4 ; •• x A F y � O r (li 4/ IP .�'y U9 • p !OW * ti: ° ''.� F WAS , EQUEST FOR FULL RECONVEYANCE To be used only when all obligations have been paid under the Borrowing Agreement and this Deed of Trust TO TRUSTEE �•o Q The undersigned is the legal owner and holder of the Borrowing Agreement and the obligations secured by this Deed of Trust All obligations under the Borrowing Agreement and this Deed of Trust have been paid or otherwise satisfied and you are hereby requested and directed to n reconvey, without warranty, to the person or persons entitled thereto, all of the estate now held by you hereunder N • - Dated Mail reconveyance to Deed of Trust (Rev 7131/98) (Print Notary Names' nXf 1- X4 Notary Public in and for te State of Washington residing at .rte i++� (' My appointment expires ,3 /..),VAC - aws/0334/hwsh dot KING,WA Page 7 of 11 Printed on 2/13/2007 7:22:33 AM Document: 2002.1127001853 Branch :GOK,User :BLOE LEGAL DESCRIPTION KING, WA Document: 2002.1127001853 Deed of Trust (Rev 7/31/98) E)G-IIBIT B Comment: ', Station Id :EGUI EXHIBIT A EXHIBIT A ATTACHED TO AND FORMING A PART OF THAT DEED OF TRUST DATED OCTOBER 29, 2002, GIVEN BY FAMILY FUN CENTERS, TUKWILA LLC, AS GRANTOR That portion of the West half of Section 24, Township 23 North, Range 4 East, W M , in King County, Washington, being more particularly described as follows Commencing at the intersection of the 2M -Line of Primary State Highway No 1, Green River Interchange, all as conveyed to or condemned by the State of Washington by Deeds recorded under King County Recording Nos 5499612, 5507291, 5510773, 5503778, 5536582, and proceedings under King County Superior Court Cause No 596089, STA POC (2M) 134+28 58, with the A -Line, STA POT (A) 102+82 12, as shown on that certain map on file with the State of Washington Department of Transportation labeled SR 405 Green River Interchange Right -of -way STA 99 +00 to STA 120 +00, Sheet 2 of 2, approval date of January 30, 1962, with last revision date of December 31, 1992, THENCE North 42°30'02" East along the centerline of said A -Line, 88 55 feet to STA 103 +70 67 of said A -Line, THENCE North 47°29'58" West, 60 00 feet to a point on the Northerly right -of -way of said Primary State Highway No 1, said Point being the beginning of a curve UN concave to the South, whose radius point bears South 47°30'02" West, 163 00 feet distant, THENCE Northerly, Easterly and Southerly along said Right -of -way, on the arc of said Curve through a central angle of 87°3423" a distance of 24913 feet to the True Point of Beginning, N THENCE continuing on the arc of said Curve through a central angle of 1°22'20" a distance of 3 feet to a point opposite STA PT (A) 105+30 55 of said A -Line, and 60 feet distant, THENCE continuing along the Northeasterly and Northerly right -of -way of said A- ° a Line the following courses and distances CN' South 48°33'18" East 115 79 feet, THENCE North 81°24'26" East, 106 02 feet, THENCE South 08°35'34" East, 60 00 feet, THENCE South 17 °41'53" West, 29 84 feet to the beginning of a non - tangent curve concave to the North, whose radius point bears North 17 °41'53" East, 182 00 feet distant, THENCE Easterly along the arc of said Curve through a central angle of 21°38'15" a distance of 68 73 feet, THENCE North 66 °5845" East, 152 75 feet, THENCE South 23°01'15" East, 2000 feet to a point on the Northwesterly right -of- way of Secondary State Highway No 1 -L (formerly known as the Black River Junction- Renton Road No 1193) as conveyed to King County by Deed recorded under King County Recording No 2919485, THENCE North 66 °58'45" East along said Northwesterly Right -of -way, 482 07 feet to its intersection with the West margin of the 100 -foot nght -of -way conveyed to Chicago, Milwaukee and St Paul Railway Company by Deed recorded under King County Recording Was 453942 and 995370, -1- aws/0334/huish dot Page 8 of 11 Printed on 2/13/2007 7:22:34 AM Branch :GOK,User :BLOE c:, cr N p n! KING, WA Document: 2002.1127001853 THENCE Northerly along said West Margin and said West Margin extended Northwesterly parallel to the centerline of said Railroad to its intersection with the Easterly extension of the boundary line as established by King County Superior Court Cause No 725392, THENCE South 48 °14'49" West along said Boundary Line Extension, 134 07 feet to its intersection with a line that Iles 200 feet Southwesterly of and parallel with the centerline of the Northern Pacific Railway, THENCE North 33 °54'49" West along said Parallel Line, 26 08 feet, to its point of intersection with the ordinary high water line of the Green (White) River, as it was mapped by Barghausen Consulting Engineers, Inc on August 11, 1997, THENCE along the ordinary high water line of said River the following courses and distances South 55°20'00" West, 51 46 feet, THENCE South 77°30'00" West, 55 00 feet, THENCE South 74°00'00" West, 50 00 feet, THENCE South 77°30'00" West, 51 55 feet, THENCE leaving said Ordinary High Water Line and beanng South 17°22'51" East, 105 07 feet, THENCE North 69 °51'38" East, 24 62 feet, THENCE South 20°08'22" East, 44 35 feet, THENCE South 48 °58'55" East, 20 06 feet, THENCE South 17 °49'32" East, 49 22 feet, THENCE South 17°03'48 West, 53 44 feet, THENCE South 53 °52'52" West, 93 41 feet, THENCE South 33 °14'15' East, 2564 feet, THENCE South 54 °43'56" West, 207 60 feet, THENCE South 65°34'09" West, 14944 feet, THENCE South 24°09'32' West, 41 99 feet to the Point of Beginning, (BEING KNOWN AS Adjusted Parcel 3 of Boundary Line Adjustment No L98- 0028, recorded under Recording No 9806309017) ALL SITUATE in the County of King, State of Washington Deed of Trust (Rev 7/31/98) EXHIBIT B Comment: Station Id :EGU1 .2_ awsro334nwrsh dot Page 9 of]] Printed on 2/13/2007 7:22:35 AM Branch :GOK,User :BLOE Comment: Station Id :EGUI EXHIBIT B EXHIBIT B ATTACHED TO AND FORMING A PART OF THAT DEED OF TRUST DATED OCTOBER 29, 2002, GIVEN BY FAMILY FUN CENTERS, TUKWILA LLC, AS GRANTOR ADDITIONAL PROPERTY 1 All buildings, structures, improvements, fixtures, equipment and machinery and property now or hereafter attached to or used in connection with the use, occupancy or operation of the real property described in Exhibit A attached (which real property, together with the improvements thereon, are referred to in this Exhibit B as the "Property") including, but not limited to, heating and incinerating apparatus and equipment, boilers, engines, motors, generating equipment, telephone and other communication systems, piping and plumbing fixtures, ranges, cooking apparatus and mechanical kitchen equipment, refngerators, cooling, ventilating, sprinkling and vacuum cleaning systems, fire extinguishing apparatus, gas and electnc fixtures, imgation equipment, carpeting, underpadding, elevators, escalators, partitions, mantles, built -in mirrors, window shades, blinds, screens, storm sash, awnings, furnishings of public spaces, halls and lobbies, and shrubbery and plants 2 All rents, issues and profits of the Property, all existing and future leases of the Property (including extensions, renewals and subleases), all agreements for use and occupancy of the Property (all such leases and agreements whether written or oral, are hereafter referred to as the 'Leases "), and all guaranties of lessees' performance under the Leases, together with the immediate and continuing right to collect and receive all of the rents, income, receipts, revenues, issues, profits and other income of any nature now or hereafter due (including any income of any Q nature corning due during any redemption penod) under the Leases or from or arising out of the n Property including minimum rents, additional rents, percentage rents, parking or common area cv maintenance contnbutions, tax and insurance contributions, deficiency rents, liquidated damages ... following default in any Lease, all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by destruction or damage to the Property, all proceeds payable as a result of exercise of an option to purchase the Property, all proceeds derived from the • o termination or rejection of any Lease in a bankruptcy or other insolvency proceeding, all security cv deposits or other deposits for the performance of any lessee's obligations under the Leases, and all proceeds from any nghts and claims of any kind which Grantor may have against any lessee under the Leases or any occupants of the Property 3 All furniture, furnishings, appliances, machinery, vehicles, equipment and all other property of any kind now or hereafter located on the Property, used or intended to be used on the Property wherever actually located or purchased with the proceeds of the Borrowing Agreement secured hereby (the "Note"), and all nghts of Grantor as lessee of any property described herein 4 All compensation, awards, damages, rights of action and proceeds (including insurance proceeds and any interest on any of the foregoing) arising out of or relating to a taking or damaging of the Property by reason of any public or private improvement, condemnation proceeding (including change of grade), fire, earthquake or other casualty, injury or decrease in the value of the Property 5 All returned premiums or other payments on any insurance policies pertaining to the Property and any refunds or rebates of taxes or assessments on the Property 6 All rights to the payment of money, accounts receivable, deferred payments, refunds, cost savings, payments and deposits, whether now or later to be received from third parties (including all utility deposits), architectural and engineering plans, specifications and drawings, KING,WA Document: 2002.1127001853 Deed of Trust (Rev 7/31/98) EXHIBIT B .1- aws/O334/hursh dot Page 10 of 11 Printed on 2/13/2007 7:22:36 AM Branch :GOK,User :BLOE Comment: Station Id :EGU contract rights, governmental permits and licenses, and agreements and purchase orders which pertain to or are incidental to the design or construction of any improvements on the Property, Grantor's rights under any payment, performance, or other bond in connection with construction of Improvements on the Property, and all construction materials, supplies, and equipment delivered to the Property or intended to be used in connection with the construction of improvements on the Property wherever actually located 7 All contracts and agreements pertaining to or affecting the Property including, but not limited to, management, operating and franchise agreements, licenses, trade names and trademarks 8 The proceeds of the loan (the "Loan ") evidenced by the Note, whether disbursed or not, any account into which Loan proceeds are deposited, and Grantor's own funds now or later held on deposit as equity funds or for payment of bills relating to the Property 9 All loan commitments or other agreements, now or hereafter in existence, which will provide Grantor with proceeds to satisfy the obligations secured hereby and the right to receive the proceeds due under such commitments or agreements including refundable deposits and fees 10 All books and records pertaining to any and all of the Property and the other collateral descnbed above, including computer readable memory and any computer hardware or software necessary to access and process such memory 11 All additions, accessions, replacements, substitutions, proceeds and products of the collateral described herein Deed of Trust (Rev 7131/98) EkiIBIT B -2- aws/0334/hwsh dot KING,WA Page 11 of 11 Printed on 2/13/2007 7:22:37 AM Document: 2002.11270018 53