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