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HomeMy WebLinkAbout2004 - Deed of Trust - H2 Hotel / Frontier Bank / Pacific Northwest Title Company - 2004021200032120040212000321 Branch :GOK,User :BLOE RETURN ADDRESS: Frontlet Bank Redmond 17000 Avondale Way NE PO Box 005 Redmond, WA 98073 -0508 DEED OF TRUST DATE: February 12, 2004 Reference I1 (it applicable). BEPM_1cx1793!TITLE NO 555202 Grantor(s). 1 H2 HOTEL, LLC Comment: III III II 2000321 Zi3 1 - 7 1E7) Ti FNI I1 Additional on page _ Grantee(s) 1 Frontier Bank 2 PACIFIC NORTHWEST TITLE COMPANY OF WASHINGTON, INC., Trustee Legal Descnptlon. W 1/2 24 -23-04 Additional on page 2 Assessor's Tax ParcellDt• 242304- 9013 -07 THIS DEED OF TRUST Is dated February 12, 2004, among 142 HOTEL, LLC, WHICH ACQUIRED TITLE AS WHICH AND IS IDENTICAL WITH H2 HOTELS, LLC, whose address is 7200 FUN CENTER WAY, TUKWILA, WA 98188 (*Grantor"); Frontier Hank, whose mailing address Is Redmond, 17000 Avondale Way NE, PO Box 809, Redmond, WA 98073-0805 (referred to below sometimes as "Lender' and sometimes as "Beneficiary*); and PACIFIC NORTHWEST TITLE COMPANY OF WASHINGTON, INC, whose malting address la 215 COLUMBIA STREET, SEATTLE, WA 98104 -1511 (referred to below as "T 3stee "). KING,WA Page 1 of 9 Document: 2004.0212000321 20040212000321.001 RECEIVED MAR 2 3 1001 COMMUNITY DEVELOPMENT Station Id :EGUI Printed on 2/13/2007 7:21:03 AM Branch :GOK,User :BLOE CONVEYANCE AND GRANT. For valuable consIderabon, Grantor conveys to Trustee in trust with power of ride, nghl of entry and possessron and to the benefit of Lender as Beneficiary, at d Grantor's light bite, and interest in and to the following described real properly, together with as =stag or oubsequentty steeled or affixed buddngs, undimmenb and fixtures, alt easements, rights of way, and appurtenances, at wafer, water rights and ditch rghls (including stock in ubbos with ditch or xrgabon rights), and as other rights, royalbs, and probe relating to the real p including without Imitation all minerals. od, gas, geothermal and similar matters, (the "Real Property") located In K County, State of Washington: See SEE DGiIBIT A, which Is attached to this Deed of Trust and made a part of this Deed of Trust as If fully set forth herein. The Real Property or Its address Is commonly known as 7200 FUN CENTER WAY, TUKWILA, WA 98188. The Real Property tax identification number Is 242304- 9013-07 Grantor hereby assigns as security to Lender, as of Grantor's rgM, bee, and interest in and to as leases, Ranh, end profits of the Properly The *segment is recorded in accordance with RCW 6508 070, the ken created by this assgnmend is intended to be specific, perfected and chaste upon the recording of this Deed d Trust Lender grants to Grantor a bceree to celled the Rents and profits, which license may be revoked at Lender's opbon and shall be automatic* revoked upon acceleration of at or part of the Indebtedness THIS DEED OF TRUST, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS AND PERFORMANCE OF ANY AND ALL OBLIGATIONS UNDER THE NOTE, THE RELATED DOCUMENTS, AND THIS DEED OF TRUST THIS DEED OP TRUST IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS PAYMENT AND PERFORMANCE Except as otherwise provided in this Deed of Trust, Grantor shall pay to Lender at amounts secured by the Deed of Trust as they become due, and shall strictly and m a timely manna perform at of Granter's oblgabons under the Note, Ns Deed of Trust, and the Related Documents POSSESSION AND MAINTENANCE OF THE PROPERTY. Grantor agrees that Grenloes possession and use of the Property shall be governed by the following provisions Possession and Use. Until the occurrence of an Event d Default Grantor may (1) remain n possession and control of the Property, (2) use, operate or manage the Property, and (3) collect the Rents from the Properly (this prmlege is a incase from Lander to Grantor automatically revoked upon detail) The blowing prowmons relate to the use of the Property or to other Imitations on the Property The Real Property a not used pnnnpally for agrouhral purposes Duty to Mantes. Grantor shit maintain the Property wn tenantable condition and promptly perform at repels, replacements, and maintenance necessary to preserve its value Nuisance, Waste Grantor shit not cause, conduct or permit any nuisance nor commit, permit, or suffer any stripping of or waste on or to the Property or any portion of the Property Without Imulig the generality of the faregerg, Grantor we not remove, or grant to any other party the nghl to remove, any timber, numbs (including d and gas), cod, day, scam, sod, gravel or rock products without Lender's poor written consent Removal of Improvements. Grantor shal not demolish or remove any Improvements from the Reel Property without Lender's prior written consent Asa condition to the removal of any Improvements, s, Lander may receive Grantor to make arrangements satisfactory to Lender to replace such Improvement with Improvements of at least equal value Lender's Right to Enter. Lender and Lender's agents and representatives may enter upon the Reel Property at all reasonable times to attend to Landers interests and to inspect the Real Properly for purposes of Grantor compliance with the terms and conditions of this Deed of Trust Compliance with Governmental Requirements. Grantor shat promptly comply, and shall promptly cause compliance by all agents, tenants or other persons or entities of every nature whatsoever who red, tease or otherwise use or occupy the Properly in any manner, with an laws, ordinances, and regulations, now or hereafter in effect of an governmental authorities applicable to the use or occupancy of the Ruweayy, including without krratabon, the A encans With Dnab bees Act Grantor may contest in good faith any such law, ord Ten ra, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Grantor has notified Lender in writing pica to doing so and so long as, in Lender's ado maroon, Lender's interests in the Properly are not Jeopardized Lender may require Grantor to post adequate security or a surely bond, reasonably satisfactory to Lender, to protect Lender's interest Duty lo Protect. Grantor addition to those ads eel faun above in this section, which from olharader and use of Property d other Y ere reasonably necessary to protect and preserve the Property Pr DUE ON SALE — CONSENT BY LENDER. Lender may, at Landers option, (A) declare anmedtslely due and payable d sums secured by to Deed of Trust or (B) mcreese the interest rate provided fo in the Note or other document evidencing the Indebtedness and impose such other conditions as Lender deems appropriate, upon the sate or bander, without Lenders prior written consent, of an or any part of the Real Property, or any interest in the Real Properly A lab a transfer means the conveyance or Red Property or any right, bee or awned in the Reel Property, whether legal, ban l:ad or equaeble, whether voluntary or involuntary, whether by outright eate, deed, nstallment sale contract, land contract, contract for deed, leasehold nterest with a term greater then three (3) years, lease -opbon contract, or by sale, assignment, or transfer of any beneficial interest in or to any tend trust holding fete lo the Real Property, or by any other method of conveyance of an interest in the Reel Properly U any Grantor is a corporaton, p rt nershp or bated tabby company, transfer also mamba any change in ownership of MOM than nuts, the case may be, of such percent Grantor However, option shat be eceresed by Lender if such es prohibited by federal law or by Was law TAXES AND LIENS The blowing provisions relating to the tans and bas on the Property are pat d the Deed of Trust Payment. Grantor shit pay when due (and in as events prior to dek quency) at taxes, special taxes, assessments, charges (uriudrg water and sewer), fines and unsrostbons levied against or on account of the Property, and shalt pay when due alt dams to wok done on or for seines rendered or maternal furnished to the Property Grantor shah maintain the Property free of all Zero having prang one or equal to the Interest of Lender under this Deed of Trust, accept for the ben of taxes and assessments not due and except as otherwise provided in the Deed at Trull Right to Contest Grantor may wdhhotd payment of any tax, assessment, or claim m connection with a good faith dispute over the obbgebon to pay, so tong as Laura's interest in the Property is not Jeopardized If a Len tunes or is bled as a result of nonpayment, Grantor shall within fifteen (15) days after the ben ass or. if a ben is bled, within fifteen (15) days after Granter has notice of the tiling, secure the discharge of the hems, or it requested by Lender, deposit with Lender cash or a sufficient corporate surety bond or other security satisladay to Lender in an amount sufficient to KING,WA Document: 2004.0212000321 Comment: Station Id :EGUI DEED OF TRUST (Continued) Page 2 20040212000321.002 Page 2 of 9 Printed on 2/13/2007 7:21:03 AM Branch :GOK,User :BLOE DEED OF TRUST (Continued) Page 3 discharge the hen plus any costs and attorneys' fees, or other charges that could ecorue as a mutt of a to ectosure or sale under the hen In any contest, Grantor shall defend dead and Lender and shall satisy any adverse judgment before enforcement against the Property Grantor shalt name Lender as an additional obligee under any surety bond hrmshed in the contest proceedings Evidence of Payment Grantor shall upon demand arrive, to Lender satisfactory oedema of payment of the taxes or assessments and shall authorize the appropriate governmental official to deliver to Lander at any time a wntten statement of the taxes and assessments agar st the Properly Notice of Construction Grantor shall notify Lender at least fifteen (16) days before any work is commenced, any services are !meshed, or any matinee are supplied to the Properly, If any mechanic's hen, male akren's hen. or other ben cold be asserted on account of the work, amass, or matareb Grantor vie upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Grantor can and we pay the cod of such improvements PROPERTY DAMAGE INSURANCE The folowirg provsroro relating to insuring the Properly are a part of this Deed of Trust Maintenance of Insurance Grantor shell procure and maintain policies of ire insurance with standard eededed coverage endarsemenb on a replacement basis for the tut mumble value covering al Improvements on the Real Property in an amount sufficient to avoid apptcahon of any eamurance dross. and with a standard mortgagee dause in favor of Lender Grantor slid also procure and maintain comprehensive general habdty nerarce in such coverage amounts as Lender may request with Trustee and Leander tang named as additional insureds in such hadhty Insurance ponces Additionally. Grantor shad maintain such other aeearce, including but not Muted to hazard, business interruption, and boiler insurance. as Lander may reasonably require Polices shed be written in form, amounts. coverages and teas reasonably acceptable to Lender and issued by a company or companies reasonably acceptable to Lender Grantor. upon request of Lender, will deliver to Lender from lime to time the proms or centiecales of Insurance in form satisfactory to Lender, including stipulat ens that coverages will not be cancelled or drmmshed without at least thirty (30) days prior w nten notice to Lender Each insurance policy also shat include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default d Grantor or any other person Should the Real Property be located in an area designated by the Director of the Federal Emergency Management Agency as • special flood hazard area, Grantor agrees to obtain and maiden Federal Rood Insurance, it available, Whin 45 days after notice is gnen by Lender that the Property is located m a special flood hazard area, for the fell unpaid principal balance of the loan end any prior hens on the property secung the loan, up to the maemum policy hinds set under the National Flood Insurance Program, or as otherwise requned by Lender, and to maintain such insurance for the term of the loan Applicaton of Proceeds. Grantor shad promptly notify Lander of any loss or damage to the Property Lender may make proof of loss if Grantor fails to do so within Mfteen (15) days of the casualty Whether or not Lender's security is impaired, Larder may, at Lender's election, receive and retain the proceeds of any insurance and apply the proceeds to the reduction of the indebtedness, payment of any hen afeebng the Property, or the restoration and repair of the Property If Lender elects to apply the proceeds to restoration and repair. Grantor shad repair or replace the damaged or destroyed Improvements in a manner satisfactory te Lander Lender shat upon satisfactory proof of such expenditure. pay or reimburse Grantor from the proceeds for to reasonable cost of repar or restoration if Grantor is not in default wider the Deed of Trust Any proceeds which have not been disbursed within 180 days after their receipt and which Lander has not committed to the repair or restoration of the Property shall be used fast to pay any amount owing to Lander under the Deed of Tad, then to pay acaued interest, and the remainder. if any. shad be applied to the principal balance of the Indebtedness If Lender holds any proceeds after payment in furl of to Indebtedness, such proceeds shall be paid without interest to Grantor as Grantors dam* may appear Grantor's Report on Insurance. Upon request Of Lender, however not more than once a year. Grantor shall furnish to Lender a report on each mating policy of insurance showing (1) the name of the insurer, (2) the tales insured, (3) the amount of the policy, (4) the property awed, the then current replacement value of such property, and the manner of determining that value. and (5) the cordon dale of the poky Grantor shae upon request of Lender, have an independent appraiser sahsfactory to Lender determine the cash value replacement cost of the Properly LENDER'S EXPENDITURES. H any action or proceeding is commenced that would materially affect Lender's interest in the Property or if Grantor fails to comply with any provision d the Dead of Tad or any Related Documents, ndudi g but not tended to Grantor's failure to discharge or pay when due any amounts Grantor is required to discharge or pay under the Deed of Trust or any Related Documents, Lender on Grantor's behalf may (but shat not be reheated to) take any action that Larder deems appropriate, including but not Smiled to discharging or paying al tams, bare, security interests, encumbrances end other damns, at any tune levied or placed on the Property and paying all oosb for esurrg, rtahnteumg and preserving the Property Al such expenditures maned or paid by Lender for such purposes w1 then bear interest at the rale charged under the Note from the date incurred or paid by Lander to the date of repayment by Grantor Al such a penses we become a pert of the Indebtedness and, at Lender's option, will (A) be payable on demand. (B) be added to the balance of the Note and be apportioned among and be payable with any instalment paymnerds to become due during either (1) the term of any applicable usuance policy, or (2) the remaining term of the Note, or (C) be treated as a balloon payment which will be due and payable at the Note's maturity The Deed of Trust also will secure payment of these amounts Such right and be in addition to al other nods and remedies to which Lender may be addled upon Default WARRANTY; DEFENSE OF TITLE The following provisions Mang to ownership of the Property are a part of the Deed of Trust Title Grantor warrants that (a) Grantor holds good and marketable Site of record to the Property in fee simple, free and dear of al hero and encumbrances other than Mesa set forth in the Real Property description or in any hula insurance pokey, See report, or final title opinion cued in favor of, and accepted by, Lender m oumadban with the Deed of Trust, and (b) Grantor has the lull right power, and authority to macula and deliver the Deed of Tact to Lender Defense of Tito. Subject to the exception in the paragraph above, Grantor warrants and we forever defend the de to the Property against the lawful dams of al persona In the event any action or proceeding is commenced that questions Grantor's Sea or the interest of Trustee or Lander under the Deed of That. Grantor shit defend the action at Ganhr'a expense Grantor may be the nominal parly on such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented n the proceeding by counsel of Lenders own choice, and Grantor we dslner, or cause to be delivered. to Lender such msbunents as Lander may request from lime to here to permit such participation Compliance With Lees. Grantor warrants that the Property and Grantor's use of the Property complies with all costing applicable laws, ordinances. and regulations of govemmenal authoress Survival of Representations and Warranties All representations, warranties, and agreements made by Grantor in the Deed of Trust shad survive the execution and delivery of this Deed of Trust, shall be continuing g m nature, and shall remain n furl farce and Oriel until such time as Granter's Indebtedness shall be paid in full CONDEMNATION The following provisions resting to condemnation proceedings are a part of this Deed of Trust Proceedings. It any proceeding in condemnation is fled, Grantor shad promptly notify Lander in writing, and Grantor KING,WA Document: 2004.02120003 21 Comment: Station Id :EGU1 20040212000321.003 Page 3 of 9 Printed on 2/13/2007 7:21:04 AM Branch :GOK,User :BLOE Comment: KING, WA Document: 2004.02120003 21 DEED OF TRUST (Continued) Page 4 shalt promptly take such steps as may be necessary to defend the action and obtain the award Grantor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of as own choice an at Grader's wane, end Grantor wa deliver or cause to be deemed to Lender such nshvments and documentation as may be requested by Lender from time to time to permit such pe,bbon Application of Net Proceeds. If all or any part of the Property a condemned by eminent domain proceedings or by any proceeding or purchase in bee of condemnation, Lender may at its election rectum that all or any portion of the net proceeds of the award be applied to the Indebtedness or the repair or restoration d the Properly The net proceeds of the award shall mean the award eller payment of al reasonable costs, expenses, and attorneys' tees incurred by Trustee or Lender n connection with the condemnation IMPOSITION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUFHORMES. The following proasors relating to governmental taxes, fees and charges are a part of the Deed of Mel Current Taxes, Fees and Charges Upon request by Lender, Grantor shell execute such documents at Addison to gas Deed of Trust and take whatever other actions requested by Lender to perfect end continue Lender's hen on the Reel Properly Grantor shall reimburse Lander for at tines, as described below, together with at expenses incurred in recording, perfecting or continuing the Deed of Trust, including without timtation all taxes, fees, documentary stamps. and other charges for recording or registering to Deed of Trust Taxes. The following shall constitute taxes to which the section apples (1) a speedo tea upon this type d Deed of Trust or upon all or any pat of the Indebtedness secured by the Deed of Trust, (2) a smalo tax on Grantor which Grantor is authorized or required to deduct from payments on the Indebtedness secured by the type of Deed of Trust, (3) a tax on this type of Deed of Tent chargeable against the Lender or the holder d the Note. end (4) a spealto fax on all or any portion of the Indebtedness or on payments of enamel and interest made by Grunter Subsequent Taxes N any tax to which the section applies is enacted subsequent to the date of the Deed d Trust, the event shell have the same effect as an Evart of Default, and Lender may mamas any or all of its avertable remedies for an Event of Default as provided below unless Grantor either (1) pays the tat bathe it becomes delinquent, or (2) contests the tax as provided above in the Taxes and Lens section and deposits with Lender cash or a sediment corporate surety bond or other seemly satisfactory to Lender SECURITY AGREEMENT; FINANCING STATEMENTS. The flowing provisions relating to Was Deed of Trust as a security agreement we a part of the Deed of Trust Socially Agreement This instrument shag constitute a Security Agreement to the extent any of the Property constitutes fodues, and Lender anti have all of the rights of a secured party under the Uniform Commerce, Code as amended from time to time Socially Interest. Upon request by lender, Grantor seal execute financing statements and take whatever other action is requested by Lender to perfect end continue Lender's security mfaest in the Rents and Personal Properly In addition to recording the Deed of Trial in the reel properly records, Lender may, at any time and Whoa further autetmbon from Grantor, hie executed counterparts, copes or reproductions of the Deed of Tent as a dancing statement Grantor shal reimburse Lander for all expenses incurred m perfecting or manure this security interest Upon defeat, Grantor ahal not remove, sever or detach the Persona Property born the Property Upon defeat, Grantor shall assemble any Personal Property not abed to the Property at a manner and ale place reasonably movement to Grantor and Lender and make it evadable to Lender within three (3) days after receipt of written demand from Lender to the cadent permitted by applicable law Addresses The mailing addressee of Grantor (debtor) and Lender (secured party) from which rdamabon concerning ing the security interest granted by the Deed of Trust may be obtained (each as required by the lkstam Commercial Code) are as stated on the that page of the Deed of Trust FURTHER ASSURANCES; ATTORNEY-IN-FACT. The following provisions relating to further assurances and atto neyrn -tad are a part of this Deed of Trust Further Assurances. At any time, and from tins to time, upon request of Lender, Grantor w0 make, execute and deliver, or will cause to be made, executed or delivered, to Lender or to Lender's designee, and when requested by Lender, cause to be fled, recorded. retied, or rerecorded. as the case may be, at such times and at such offices and places as Lender may deem appropriate, any and as such mortgages, deeds of bunt, security deeds, security agreements, financing statedenb, continuation statements, instruments of further assurarm, certificates. and other documents as may, in the site opinion of Lender, be necessary or degrade m order to effectuate, complete, perfect, continue. or preserve (1) Grantor's obtigatiote under We Note, the Deed of red, and the Related Documents. end (2) the bas and security interests created by the Deed of Trust as lit and prior bete on the Property, whether now owned or hereafter acquired by Grantor Unless prdebated by law or Lender agrees to the contrary in wehrg. Grantor shat reinMuse Lender for all costs and incenses moored n connection with the maths referred ton this paragraph Attorney- In-Fact If Garda fads to do any of the things referred to in the preceding paragraph, Lender may do so for and in the name d Grander and at Grantor's repass For such purposes. Grantor hereby irrevocably appoints Lender as Grantor's attorney -intact for the purpose of mating, executing, delivering, fang, recording, and doing al other tarps as may be necessary or dateable. in Lender's sole oprreon, to aecomptsh the mailers relared to in the preceding paragraph FULL PERFORMANCE N Grantor pays all the Indebtedness when due, and otherwise ise performs all the Obligations unposed upon Grantor under this Deed of Trust. Lender shat thecae and delver to Trustee a request for full (*conveyance and shat execute and delver to Grantor suitable statements of termination of any Menem statement on tale evidencing Lender's securely interest in the Rants and We Personal Property My recorneyance fee shall be paid by Grantor, if pernetted by applicable taw The grantee in any reconveyance may be described as ths 'person or persons legally entitled thereto, arid the recited at the recorneyanee of any matters or Sects shall be conclusive proof of the truthfulness d any such matters or fact EVENTS OF DEFAULT. aid' of the folowing, at Landers option. shall constitute an Event of Default under I Deed of Trust Payment Default. Grantor fads to make any payment when due under the Indebtedness Other Defaults. Grantor fads to comply with or to perform any otter tam, obligation. covenant or cordton contend in this Deed of Trust or in any of the Related Documents or to comply with or to perform any term. obligation, covenant or condition contained in any other agreement between Lender and Grantor Compliance Default. Failure to comply with any other term, obligation, covenant t or condition contained in the Deed of Trust, the Note or in any of the Related Documents If such a fedure is curable and if Grantor has not been given a notice of a breach of the same provision of the Deed of Trust within the preceding twelve (12) months, it may be cured (and no Event of Default wit have occurred) it Grantor, after Lender sends written notice demanding cure of such failure 20040212000321.004 Station Id :EGU1 Page 4 of 9 Printed on 2/13/2007 7:21:05 AM Branch :GOK,User :BLOE Comment: DEED OF TRUST (Continued) Page 5 (a) cures the failure within ten (10) days, or (b) if the cure requires more than ten (10) days, immediately nitates steps sufficient to cure the failure and thereafter continues and completes at reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical Default on Other Payments Failure of Grantor Whin the time requwed by this Deed of Trust to make any payment for taxes or insurance, or any other payment necessary to prevent fang of or to effect discharge of any hen Detaull hi Favor of Third Par1ea Should Grande delul under any loan, extension of credit, security agreement, any of Grantor's property G abddy�repa�y the in taw of Indebtedness may and ess perform then respective adgabonsunder the Deed of Trust or any of the Related Documents Fab* Statements Any warranty, representation or statement made or furnished to Lender by Grantor or on Granter's behalf under the Deed of Trust or the Related Documents is false or ineueadng m any material respect, ether now or at the bee made or furnished or becomes false or misleading at any time thereafter Defective Cote2eradffion This Deed of Trust or any of the Related Documents ceases to be in fire force and effect (including Inure d any collateral document to create a valid and perfected security interest or ten) at any time and for any reason Death or Insolvency. The dissolution of Grantor's (regardless of whether election to confine is made), any member wdtdraws from the mated bandy company, or any other termination of Grantor's existence as a going business or the death of any member, the insolvency of Grantor, the appo meant of a receiver for any part of Grantor's property, any assignment for the benefit of creditors, any type of crock workout, or the commencement of any proceeding under any bankruptcy or insolvency taws by or against Grantor Creditor or Forfeiture Proceedings. Commencement of foreclosure or Iodedwe proceedmps, whether by judicial proceeding, sell-help. repossession or any other method, by any creditor of Grantor or by any governmental agency against any property aeanng the Indebtedness This includes a garnishment of any of Grantor's accounts. ts, ndudng deposit accounts, with Lender However, the Event of Debug shag not apply if there a a good faith dispute by Grantor as to the validity or reasonableness of the Claim which is the base of the creditor or forfeiture proceeding and it Grantor gives Lender widen notice of the creditor or fondue proceeding and deposits with Lender manes a a suety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the depute Breech of Other Agreement Any breach by Grantor under the terms of any ober agreement between Grantor and Lender that a not remedied within any grace period provided therein, mduding without kmdahon any agreement concerning any indebtedness or other obligation of Grantor to lender, whether existing now or take Events Affecting Guarantor. Any d the preceding events scars with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes moor p tent. or revokes or disputes the validity of or hate* wider, any Guaranty of the Indebtedness In the evert d a death, Lender. at its option, may, but shall not be requred to, permit the Guarantor's estate to assume unconditionally y the obligations arising under the guaranty in a manner satisfactory to lender, and, in don g so, cure any Event of DaIse* Adverse Change A maternet adverse change occurs in Grantor's financial condition, or Lander behaves the prospect of payment or performance of the Indebtedness e unpaired Right to Cure. If such a failure is curable and if Grantor has not been given a notice of a breech of the same provision of this Deed of Trust when the preceding twelve (12) month sot d may be cured (and no Event of Default will have occurred) if Granter, after Lender sends written nice demanding ctre of such ladure (a) cures the failure within ten (10) days, or (b) it the cure resins more than ten (10) days, immerbatey retiahe steps sufficient to ere the Inure and thereafter continues and completes as reasonable and necessary steps sufficed to produce compliance as soon as ramonabN practical RIGHTS AND REMEDIES ON DEFAULT If an Event of Default occurs under the Deed of Trust, at any time thereafter. Trustee or Lander may exercise any one or more of the fdoveng netts and remedies Benton of Rem inaction by Lender to pursue any remedy shall not exclude mud of any other remedy, and an election to make ependitwes or to fake anon to perform an obligation of Grantor under has Deed of Trust, after Grantor's failure to perform, shall not affect Lender's right lo declare a default and coarse its remedies Accelerate Indebtedness. Lender shall have the right at its option to declare the endue Indebtedness hmmereatey due and payable, including any prepayment penalty which Grantor would be required to pay Foreclosure With respect to all or any part of the Real Properly, the Trustee shall have the right to exercise its power of Sate and to foreclose by notice and sale, and Lender shat have the nght to foreclose by judicial foreclosure, to either case in accordance with and to the fN extent provided by eppteade law UCC Remedies With respect to all or any pert of the Personal Ropey, Lander shall have all the rights and remedies of a secured party wider the Urabrm Commercial Code Collect Rents Lender shall have the nght, without notice to Grantor to take possession of and manage the Property and collect the Rents, ncluding amounts past due and taped, and apply the net proceeds, over end above Lender's costs, against the Indebtedness In furtherance of the rght. Lender may require any tenant or other user of the Properly to make payments of rent or use lees drecty to Lander If the Reds one collected by Lads. then Grantor irrevocably designates Lends as Grantor's attorney-in-fact lo endorse i struments fenced in payment tiered In the name of Grantor and to negotiate the same and ceded the proceeds Payments by tenants or other users to Lender in response to Lender's demand shell satisfy the obligations for which the payments we made, whether or not any proper grounds for the demand existed Lender may exercise its rights under the subparagraph either n person, by agent, or through a receiver Appobd Receiver Lends shall have the light to have a receiver appointed to take possession n of ail or any pad of the Property, with the power to protect and preserve the Property, to operate the Property preceding or pending foreclosure or sale, and to cooed the Rants from the Properly and apply the proceeds, over and above the cost d the reoaveralnp, against the Indebtedness The reamer may save without bond if permitted by law Landers nod to the appointment of a receiver shall amt whether or not the apparent value of the Properly exceeds the Indebtedness by a substantial amount Employment by Lender anal not @squatty a person from serving as a recover Tenney at Sufferance. If Grantor remains m possession of the Property after the Property is add as provided above or Lender otherwise becomes entitled to possession of the Properly upon default of Grantor, Grantor shall become a tenant at sufferance of Lender or the purchaser of the Properly and shall. at tender's option, either (1) pay a reasonable rental for the use of the Property. or (2) vacate the Property nmmedatey upon the demand of Lender Other Remedies Trustee or Lender shag have any other nght or remedy provided in this Deed of Trust or the Note or by law KING,WA Document: 2004.0212000321 20040212000321.005 Station Id :EGUI Page 5 of 9 Printed on 2/132007 7:21:06 AM Branch :GOK,User :BLOE Notice of Sale Lender that give Grantor reasonable notice of the tune and place of any pubbo sale of the Personal Property or of the tune after which any private sale or other intended disposition of the Personal Property is to be made Reasonable notice shed mean notice given at least ten (10) days betas the time of the sale or deposition Any sale of the Personal Property may be made in cayuneoon with any sale of the Real Property Sale of the Property To the extent permitted by applicable law. Granter hereby waives any and all rights to have the Property marshalled In exercising lb rights and remedies, the Trustee or Lender shat be free to set at or any pert of the Property together or ssparatay, in one sale or by separate sales Lender shag be entitled to bid at any public sale on as or any portion of the Properly Attorneys' Fees; lapenees tit Lender institutes any suit or anon to enforce any of the terms of the Deed of Trust. Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys' fees at trial and upon any appeal Whether or net any court action is rnvoved, and to the extent not prohbdad by law, all reasonable expenses Lender moue that in Lender's opinion are necessary at any time for the protection of its interest or the enforcement of its rights shat become a part a the Indebtedness payable on demand and sties bear interest at the Note rate from the date of the expenditure until repaid Expenses covered by this paragraph =lade. Wheel kmndabon, however subject to arty bats under applicable law, Lender's fees and Lender's legal expenses, whether or not there e a !tweed. mduch g attorneys' fees and expenses for proceedings (including efforts to noddy or vacate any autor atn stay or injunction), appeals. and any enbapaled post-judgment collection senates, the dint of searching records, chimney title reports (inducting foreclosure reports), surveyors' reports, and appraisal fees, title issuance, and tees for the Trustee, to the extent perndted by apptrabt law Grantor also wt pay any court costs, in addition to all other sans provided by law Rights of Trustee Trustee shall have ell of the rights and duties of Lender as set forth in Iles section POWERS AND ODUGATIONS OF TRUSTEE The following provisons relating to the powers and cbbgabons of Trustee (pursuant to Lender's instructions) are part of this Deed of Trust Powers of Trustee In addition to all powers of Trustee slang as a matter of law, Trustee shall have the power to take the following actions with respect to the Property upon the written request at Lender and Grantor (a) join in preparing and filing a map or plat of the Real Property, including the dedication of streets or other rights to the pbtio. (b) join in granting any easement or aeabng any restriction on the Real Property, and (c) join in any subodabon or other agreement affecting the Deed of Trust or the interest of Lender under the Deed of Trust ObngatIons to Notify. Trustee shall not be obligated to nobly any other party of a pending sale under any other to ist deed or ben, or of any action or pig n which Grantor. Lender, or Trustee shall be a party. unless ramrod by applicable law, or unless the action or proceeding is brought by Trustee Trustee. Trustee shat meet all qualifications reared for Trustee under applicable law In addition to the rights and remedies set forth above, with respect to all or any part of the Property, the Trustee ahal have the right to foreclose by notice and sale, and Lender that have the right to foreclose by Judea! foreclosure. us ether case in accordance with and to the hull extent provided by applicable law Successor Trustee. Lender, at Lender's option, may from time to time appoint a successor Trustee to any Trustee appointed under this Deed of Trust by an instrument executed and acknowledged by Lender and recorded n the oteoe of the recorder of KING County, State of Washington The instrument shall contain. in addition to at other matters required by state law, the names of the original Lender. Trustee, and Grantor, the book and page or the Auditor's Fite Number where this Deed of Trust a recorded, and the name and address of the successor trustee. and the nutriment shall be executed and acknowledged by Lender or its successes in interest The successor trustee, without conveyance of the Property, shat succeed to all the Idle, power, and duties conferred upon the Trustee in this Deed of Trust and by applicable law Ths procedure for substitution of Trustee shat govern to the exclusion of all other provisions for substitution NOTICES. Subject to applicable law, and except for notice reposed or allowed by law to be wen in another manner, any notice required to be given under this Deed of Trudt including Whoa Imitation any nobs a detadt and any notice a sale shall be given in writing, and shat be elteeave when actually delivered, when actuary received by laefaca a (unless otherwise requred by law), when deposited with a nationally recognized overnight corer, or, it mailed, when deposited in the tinted States sad, as first Gass, certified or registered mad postage prepaid, deeded to the addresses shown near the beginning of this Deed of Trust Al copes of notices of foreclosure from the holder of any ben which has pnordy over this Deed of Trust shat be sent to Lenders s address, as shown near the beginning of this Deed of Trust Any party may change its address for notices under the Deed of That by gang formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address For notice purposes. Grantor agrees to keep Lender informed at at byres or Grantor's current address Subject to eppbcable taw, and except to notice requred or allowed by taw to be given in another manner, d there a more than one Grantor, any notice given by Lender to any Grantor a deemed to be notice given to all Grantors MISCELLANEOUS PROVISIONS, The Mowing ,rmcelareaa prowsions are a part of the Deed of Thal Amendments. The Deed of Tint, together with ay Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set lath in the Deed of Trust No anerabon of or amendment to an Deed of Trust shat be effective unless given in writing and signed by the party or padres wage to be charged or bound by the alteration or amendment Annual Reports If the Properly is used for purposes other than Grantor's residence, Grantor shell Mesh to Lander, upon request, a certified statement of net operating income received from the Properly during Grantor's previous fiscal year in such fore and detail as Lender shat require 'Nel operating income shall mean at cash receipts from the Property less at cash expenditures made in connection with the operation of the Properly Caption Readings Caption headings in this Deed of Trust are for convenience purposes only and are not to be used to interpret or dolma the provisions a this Deed of Test KING,WA Document: 2004.0212 0003 21 Comment: Station Id :EGUI DEED OF TRUST (Continued) Page 6 Merger. There shall be no merger of the interest or estate created by the Deed of Trust with any other interest or estate in the Property at any time taut by or for the band of Lander in any capacity, without the written consent of Lender Governing Lae. This Deed of Trust will be governed by, construed and enforced hi accordance with federal law and the laws of the Slats of Washington. This Deed of Trust has been accepted by Lender In the Slate of Washington Choice of Venue If there is a lawsuit. Grantor agrees upon Lender's request to submit to the jurisdiction of the courts of King County, Slate of Washington No Waiver by Lender. Lender shat not be deemed to have waived any rights under the Dead of Trust unless such waive n given in writing and seined by Lender No delay or omission on the par of Lender in exercise g any right shat operate as a waiver of such right or any other right A waiver by Lender of a provision of the Deed of Trust shat not prejudice or constitute a waiver of Lender's right otherwise to demand strait compliance with that provision or any other Page 6 of 9 20040212000321.006 Printed on 2/13/2007 7:21:06 AM Branch :GOK,User :BLOE Comment: DEED OF TRUST (Continued) Page 7 provion of this Deed of Trust No poor waiver by Lender, nor any course of dealing between Lander and Grantor, shall constitute a waiver of any of Lenders rights or of any d Grantor's obligations as to any future transactions Whenever the consent of Lender is required under the Deed of Trust, the granting of such consent by Lender m any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender Severabiby. If a court of competent r u sdrton finds any provision of this Deed at Trust to be illegal, invalid. or unenforceable as to any arcumslance, that Ending shall not make the offending provrnon Regal, rnvald, or unenforceable as to any other circumstance M feasible. the offending pennon that be considered meddled so that it becomes legal, valid and enforceable If the offending provision cannot be so modeled, a shall be considered deleted from this Deed of Trust Unless otherwise required by law, the illegality. unabdity, a uranbrceebdty of any proem d the Deed of Trust that not aged the legally, validity or enforceability of any other provision of the Deed d Trust Successors and Assigns Subject to any limitations slated m Has Deed of That on bander of Grantors nearest, this Deed of Trust shall be binding upon and inure to the benefit of the parts. thew successes and assigns M ownership of the Properly becomes vested in a person other than Grantor, tender, without nonce to Granter. may deal with Grantab successors with reference to this Deed of Trust and the Indebtedness by way of forbearance or exteroon without releasing Grantor from the obligations of the Deed of That or heady under the Indebtedness Time is of the Essence. Time is of the essence in the performance of this Deed of Trust Waiver of Homestead Exemppttopnn Grantor hereby releases and wawa al nghb and benefits of the homestead exemption taws of the State of Washington as to at Indebtedness secured by this Deed of Trust DEFINMTMONS The following capitalized words and tame shall have the blowing meanings when used m the Deed of That Unless spedoaly stated to the contrary, e• r feranes to dollar amounts stall mean amounts in lawful money of the United States of Amenca Words end terms used in the singular shag mdude the plural, and the plural shal include the annular, as the coded may require Words and terms not otherwise defined in the Deed of Trust shall have the meanings attributed to such terms in the Uniform Commercial Code Benetbtary The word'9aaSaary' means frontier Sank, and its successors and assigns Borrower The word "Borrower means H2 HOTEL. U.0 and Includes all co -agree and co- makers signing the Note Deed of Trost. The words 'Deed of Thar mean this Deed of Trust among Grantor, Lander. and Trustee, and i dudes without knutahon at assignment and sooty interest provisions relating to the Personal Property and Rents Default. The word 'Default' means the Default sat forth in this Deed of Trust in the section Idled Meted' Event of Default The words 'Event of Default' mean any of the events of delaul eel bib in the Deed of Trust in to events of default section of this Deed of Trust Grantor The word'lGrantar means 112 NOTE.. LLC Guarantor. The word 'Guarantor' means any guarantor, surely, or accommodation party of any or all of the Indebtedness Guaranty The wad 'Guaranty' means the guaranty from Guarantor to Lender. mdudrg without t krndetron a guaranty of all or part of the Note Improvements The word Improvements' means at meting and future improvements, buidngs, structures, mobde hares affixed on the Real Property, tacdhes. additions, replacemerde and other coraktw'hon on this Real Property Indebtedness The word Indebtedness' means at =opal, interest, end other amounts, costs and expenses payable wider the Nob or Related Documents, together with at renewals of, elderisens of, modlcakors of, consolidations of and substtubc s for the Note or Related Documents and any amounts spaded or advanced by tender to discharge Grantor's abkgabons or mpensa escwred by Trustee or Lender to enforce Grardor's obligations under the Deed d Trust, together with interest on such amounts as provided in this Deed of Trust Lender. The word "Lender" means Frontier Bank its successors and assigns Note. The word 'Note" means the promissory note dated February 12, 2004, In the original principal amount of 35, 600, 000.00 from Granter to Lender, together with at renewals of, eudensimns of, modifications of, refinancings o, casohdabaa of, and substitutions for the promissory note or agreement NOTICE TO GRANTOR THE NOTE CONTAINS A VARIABLE INTEREST RATE. Personal Property The words 'Personal Property' mean al equipment fodwes, and other attdes d personal propey now or hereafter owned by Grantor, end now or hereafter attached or al®oed to the Reel Property, together with all accession% part, and additions to, at replacements d. and an substitutions for, any of such properly, and together with al issues and profits thereon and proceeds (including without t limitation all insurance proceeds and refunds of premiums) from any sale or other depcatron of the Property Property. The word 'Property' means ooaecbvey the Red Property end the Personal Property Red Property The words 'Real Property' mean the reel properly, mtaesb and rights, as further descried in the Deed of Trust Related Documents. The words 'Added Documents' man as promissory nobs, pelt agreements, loan egreerteu%, guaranies, sec rdy agreements. mortgages, deeds of trust, seamy deeds, collateral mortgages, sort all other Instruments, agreements and documents. whether now or hereafter meting, matted m connection with the Indebtedness, provided, that the envuonmentat indemnity agreements are not 'Related Documents' and are not secured by the Deed of Trust Rents. The word 'Rents' means at present and future rents, revenues, income, sores, royalties, profits, and other benefits derived from the Properly Trustee. The word Testa" means PACIFIC NORTHWEST TITLE COMPANY OF WASy9NGTON. INC . whose maize address is 216 COLUMBIA STREET, SEATTLE, WA 98101 -1611 and any substitute or successor trustees KING,WA Document: 2004.0212000321 20040212000321.007 Station Id :EGUI Page 7 of 9 Printed on 2/13/2007 7:21:07 AM Branch :GOK,User :BLOE Comment: GRANTOR' STATE OF W4.5 14 hG Trst COUNTY OF rI To KING,WA Document: 2004.0212000321 DEED OF TRUST (Continued) Page 8 GRANTOR ACXNOWLEDGES HAVING READ AU. THE PROVISIONS OF THIS DEED OF TRUST, AND GRANTOR AGREES TO ITS TERMS. LLC LIMITED LIABILITY COMPANY ACKNOWLEDGMENT ) ) SS ) On this 9th, day of t. ) r t)4 mt 20 04 - , betas me. the undersigned Notary Public. personally appeared SCOTT R. HUISH, Prestdenl and Chairman of 12 HOTEL, LLC, and personally known to me or proved to me on the basis d satisfactory evidence to be a of the limited babddy company Ihal emoted Vie Deed of Trust and acknowledged the Deed of Trust to be the free and voluntary set and deed of the Mated tmbdty company, by euthony of statute, its arhdes of organization or lb op. .. ent. for the uses and purposes therein mentioned, end on oath stated thal he er she is authorized to the .:: M and an fad executed the Deed of That on behat of the limited tabby company Readmgat (5 W4 WA o Nv,..n♦ Notary Public In and for to State of WA Ly coatroasAon exptee 12-0 2. — 06 REQUEST FOR FULL RECONVEYANCE Trustee The undersigned a the legal owner and holder of a1 indebtedness seared by the Deed of Trust You are hereby requested, upon payment of all sums owing to you, to moawey without warranty, to the persons entitled thereto, the eight, ate end interest now held by you under the Deed of Trust Data Beneficiary BY Its W,O,•O WOy Y„ S.W. M ll.rh„har..S1iirr r tor ,,,, N ,.M,.MnwS .YY Oltlnsa.•W TsMM, M.cams 0 20040212000321.008 Station Id :EGUI Page 8 of 9 Printed on 2/13/2007 7:21:08 AM Branch :GOK,User :BLOE Comment: EXHIBIT A 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 Numbers 5499612, 5507291, 5510773, 5503778, 5536502, and proceedings under King County Superior Court Cause No. 596089, ETA POC (2M) 134 +28.56, with the A -Line, ETA 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 ETA 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 concave to the south, the radius point of which bears south 47 ° 29'58" east, 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 64 ° 48'29" a distance of 184.37 feet, to the TRUE POINT OF BEGINNING, Thence continuing along said northerly right -of -way line on a curve through a central angle of 22 an arc distance of 64.76 feet, Thence leaving said northerly right -of -way and bearing north 24 ° 09'32" east, 41.99 feet; Thence north 65 ° 34'09" east, 149 44 feet; Thence north 54 ° 43'56" east, 207 60 feet; Thence north 33 west, 25.64 feet, Thence north 53 ° 52'52" east, 93.41 feet; Thence north 17 ° 03'48" east, 53.44 feet; Thence north 17 ° 49'32" west, 49.22 feet; Thence north 48 ° 58'55" west, 20.06 feet; Thence north 20 ° 08'22" west, 44 35 feet; Thence south 69 ° 51'38" west, 24 62 feet; Thence north 17 west, 105.07 feet to a point on 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 77 ° 30'00' west, 3 45 feet; Thence south 72 ° 00'00" west, 80.00 feet; Thence south 71 °30'00" west, 55.00 feet; Thence south 79'20 west, 70.00 feet; Thence south 69 ° 00'00" west, 65 00 feet; Thence south 66 ° 40'00" west, 55.00 feet; Thence south 70 ° 00'00" west, Thence leaving said Ordinary 22 °01'42" west, 229 49 feet; Thence south 22 ° 58'18° east, Thence south 64 ° 48'08" east, Thence south 21 ° 14 "11" west, (BEING KNOWN AS Adjusted Par No. L98 -0028, recorded under 15 94 feet; Sigh Water Line and bearing south 166.10 feet, 5.90 feet; 38 16 feet to the point of beginning; cel 2 of Boundary Line Adjustment Recording Number 9806309017). 20040212000321.009 Station Id :EGUI KING,WA Page 9 of 9 Printed on 2/13/2007 7:21:09 AM Document: 2004.0212000321