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HomeMy WebLinkAbout2015 - Deed of Trust, Assignment of Leases and Rents and Security Agreement - SEG 56th LLC, First American Title Insurance Conpany / Bancorp Bank - 20150324000831 THIS DOCUMENT PREPARED BY AND RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Wachtel Miss!), LLP One Dag Hammarskjold Plaza 885 Second Avenue, 47th Floor New York, New York 10017 Attention: Robert Bourguignon Electronically Recorded 20150324000831 SIMPLIFILE Page 001 of 020 03/24/2015 11:56 King County, WA DT 20150324000831.001 164.00 SEG 56TH, LLC (Grantor) to FIRST AMERICAN TITLE INSURANCE COMPANY (Trustee) for the Benefit of THE BANCORP (BANK (Beneficiary) DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT Dated: As of March 2015 Property Location: 14427 Tukwila International Boulevard Tukwila, WA /6-.23vy- Asir,. 00 '56,- ✓eau( Ae ce .• y,, sec. /b- 7Jf 23A, Rfe 5 &*' Srr/ c2,6^ 20150324000831.002 DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT (this "Deed of Trust"), made as of March g3, 2015, by SEG 56TH, LLC, a Washington limited liability company, having an office at 845 106th Avenue, NE, #100, Bellevue, Washington 98004 ("Grantor"), to FIRST AMERICAN TITLE INSURANCE COMPANY, having an address at 818 Stewart Street, Suite 800, Seattle, WA 98101 ("Trustee"), as Trustee, for the benefit of THE BANCORP BANK (together with its successors and assigns, hereinafter referred to as "Beneficiary"), having an address at 712 5th Avenue, 8t Floor, New York NY 10019. Grantor and Beneficiary have entered into a Loan Agreement dated as of the date hereof (as amended, modified, restated, consolidated or supplemented from time to time, the "Loan Agreement") pursuant to which Beneficiary is making a secured loan to Grantor in the aggregate original principal amount of $5,595,000.00 (the "Loan"). Capitalized terms used herein without definition are used as defined in the Loan Agreement. The Loan is evidenced by a Note dated the date hereof made by Grantor to Beneficiary in such principal amount (as the same may be amended, modified, restated, severed, consolidated, renewed, replaced, or supplemented from time to time, the "Note"). To secure the payment of the Note and all sums which may or shall become due thereunder or under any of the other documents evidencing, securing or executed in connection with the Loan (the Note, this Deed of Trust, the Loan Agreement and such other documents, as any of the same may, from time to time, be modified, amended or supplemented, being hereinafter collectively referred to as the "Loan Documents"), including (i) the payment of interest and other amounts which would accrue and become due but for the filing of a petition in bankruptcy (whether or not a claim is allowed against Grantor for such interest or other amounts in any such bankruptcy proceeding) or the operation of the automatic stay under Section 362(a) of Title 11 of the United States Code (the "Bankruptcy Code"), and (ii) the costs and expenses of enforcing any provision of any Loan Document (all such sums being hereinafter collectively referred to as the "Debt'), Grantor has given, granted, bargained, sold, alienated, enfeoffed, conveyed, confirmed, warranted, pledged, assigned and hypothecated and by these presents does hereby give, grant, bargain, sell, alien, enfeoff, convey, confirm, warrant, pledge, assign and hypothecate unto Trustee, in trust for the benefit of Beneficiary, WITH POWER OF SALE, the land described in Exhibit A (the "Premises"), and the buildings, structures, fixtures and other improvements now or hereafter located thereon (the "Improvements"); TOGETHER WITH: all right, title, interest and estate of Grantor now owned, or hereafter acquired, in and to the following property, rights, interests and estates (the Premises, the Improvements, and the property, rights, interests and estates hereinafter described are collectively referred to herein as the "Trust Property"): (a) all easements, rights -of -way, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers, air rights and development rights, rights to oil, gas, minerals, coal and other substances of any kind or character, and all estates, rights, titles, interests, privileges, liberties, tenements, hereditaments and appurtenances of any nature whatsoever, in any way belonging, relating or pertaining to the Premises and the Improvements; and the reversion and reversions, remainder and remainders, and all land lying in 20150324000831.003 the bed of any street, road, highway, alley or avenue, opened, vacated or proposed, in front of or adjoining the Premises, to the center line thereof; and all the estates, rights, titles, interests, dower and rights of dower, curtesy and rights of curtesy, property, possession, claim and demand whatsoever, both at law and in equity, of Grantor of, in and to the Premises and the Improvements and every part and parcel thereof, with the appurtenances thereto; (b) all machinery, furniture, furnishings, equipment, computer software and hardware, fixtures (including all heating, air conditioning, plumbing, lighting, communications and elevator fixtures), inventory, materials, supplies and other articles of personal property and accessions thereof, renewals and replacements thereof and substitutions therefor, and other property of every kind and nature, tangible or intangible, owned by Grantor, or in which Grantor has or shall have an interest, now or hereafter located upon the Premises or the Improvements, or appurtenant thereto, and usable in connection with the present or future operation and occupancy of the Premises and the Improvements (hereinafter collectively referred to as the "Equipment'), including any leases of, deposits in connection with, and proceeds of any sale or transfer of any of the foregoing, and the right, title and interest of Grantor in and to any of' the Equipment that may be subject to any "security interest" as defined in the Uniform Commercial Code, as in effect in the State where the Trust Property is located (the "UCC), superior in lien to the lien of this Deed of Trust; (c) all awards or payments, including interest thereon, that may heretofore or hereafter be made with respect to the Premises or the Improvements, whether from the exercise of the right of eminent domain or condemnation (including any transfer made in lieu of or in anticipation of the exercise of such right), or for a change of grade, or for any other injury to or decrease in the value of the Premises or Improvements; (d) all leases, subleases and other agreements or arrangements heretofore or hereafter entered into affecting the use, enjoyment or occupancy of, or the conduct of any activity upon or in, the Premises or the Improvements, including any extensions, renewals, modifications or amendments thereof (hereinafter collectively referred to as the "Leases") and all rents, rent equivalents, moneys payable as damages (including payments by reason of the rejection of a Lease in a Bankruptcy Proceeding or in lieu of rent or rent equivalents), royalties (including all oil and gas or other mineral royalties and bonuses), income, fees, receivables, receipts, revenues, deposits (including security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Grantor or its agents or employees from any and all sources arising from or attributable to the Premises and the Improvements, including all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of the Premises or the Improvements, or rendering of services by Grantor or any of its agents or employees, and proceeds, if any, from business interruption or other loss of income insurance (hereinafter collectively referred to as the "Rents"), together with all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debt; 2 20150324000831.004 (e) all proceeds of and any unearned premiums on any insurance policies covering the Trust Property, including, without limitation, the right to receive and apply the proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the Trust Property; (f) the right, in the name and on behalf of Grantor, to appear in and defend any action or proceeding brought with respect to the Trust Property and to commence any action or proceeding to protect the interest of Beneficiary in the Trust Property; (g) all accounts (including reserve accounts), escrows, documents, instruments, chattel paper, claims, deposits and general intangibles, as the foregoing terms are defined in the UCC, and all franchises, trade names, trademarks, symbols, service marks, books, records, plans, specifications, designs, drawings, surveys, title insurance policies, permits, consents, licenses, management agreements, contract rights (including any contract with any architect or engineer or with any other provider of goods or services for or in connection with any construction, repair or other work upon the Trust Property), approvals, actions, refunds of real estate taxes and assessments (and any other governmental impositions related to the Trust Property) and causes of action that now or hereafter relate to, are derived from or are used in connection with the Trust Property, or the use, operation, maintenance, occupancy or enjoyment thereof or the conduct of any business or activities thereon (hereinafter collectively referred to as the "Intangibles"); and (h) all proceeds, products, offspring, rents and profits from any of the foregoing, including those from sale, exchange, transfer, collection, loss, damage, disposition, substitution or replacement of any of the foregoing. Without limiting the generality of any of the foregoing, in the event that a case under the Bankruptcy Code is commenced by or against Grantor, pursuant to Section 552(b)(2) of the Bankruptcy Code, the security interest granted by this Deed of Trust shall automatically extend to all Rents acquired by the Grantor after the commencement of the case and shall constitute cash collateral under Section 363(a) of the Bankruptcy Code. TO HAVE AND TO HOLD the Trust Property unto and to the use and benefit of Beneficiary and its successors and assigns, forever; PROVIDED, HOWEVER, these presents are upon the express condition that, if Grantor shall well and truly pay to Beneficiary the Debt at the time and in the manner provided in the Loan Documents and shall well and truly abide by and comply with each and every covenant and condition set forth in the Loan Documents in a timely manner, these presents and the estate hereby granted shall cease, terminate and be void; AND Grantor represents and warrants to and covenants and agrees with Beneficiary as follows: PART I - GENERAL PROVISIONS 1. Payment of Debt and Incorporation of Covenants. Conditions and Aereements. Grantor shall pay the Debt at the time and in the manner provided in the Loan Documents. All the covenants, conditions and agreements contained in the Loan Documents are hereby made a part of this Deed of Trust to the same extent and with the same force as if fully set 3 20150324000831.005 forth herein. Without limiting the generality of the foregoing, Grantor (i) agrees to insure, repair, maintain and restore damage to the Trust Property, pay Taxes and Other Charges, and comply with Legal Requirements, in accordance with the Loan Agreement, and (ii) agrees that the Proceeds of Insurance and Awards for Condemnation shall be settled, held and applied in accordance with the Loan Agreement. 2. Leases and Rents. (a) Grantor does hereby absolutely and unconditionally assign to Beneficiary all of Grantor's right, title and interest in all current and future Leases and Rents, it being intended by Grantor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment shall not be construed to bind Beneficiary to the performance of any of the covenants or provisions contained in any Lease or otherwise impose any obligation upon Beneficiary. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to operate and manage the Trust Property and to collect the Rents subject to the requirements of the Loan Agreement (including the deposit of Rents into the Clearing Account). Upon an Event of Default, without the need for notice or demand, the license granted to Grantor herein shall automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents in the Clearing Account, the Deposit Account (including all Subaccounts thereof) and all Rents collected thereafter (including Rents past due and unpaid), whether or not Beneficiary enters upon or takes control of the Trust Property. Grantor hereby grants and assigns to Beneficiary the right, at its option, upon revocation of the license granted herein, to enter upon the Trust'. Property in person, by agent or by court -appointed receiver to collect the Rents. Any Rents collected after the revocation of such license may be applied toward payment of the Debt in such priority and proportions as Beneficiary in its sole discretion shall deem proper. (b) Grantor shall not enter into, modify, amend, cancel, terminate or renew any Lease except as provided in Section 6.10 of the Loan Agreement. 3. Use of Trust Property. Grantor shall not initiate, join in, acquiesce in or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Trust Property. If under applicable zoning provisions the use of the Trust Property is or shall become a nonconforming use, Grantor shall not cause or permit such nonconforming use to be discontinued or abandoned without the consent of Beneficiary. Grantor shall not (i) change the use of the Trust Property, (ii) permit or suffer to occur any waste on or to the Trust Property or (iii) take any steps to convert the Trust Property to a condominium or cooperative form of ownership. 4. Transfer or Encumbrance of the Trust Property. (a) Grantor acknowledges that (i) Beneficiary has examined and relied on the creditworthiness and experience of the principals of Grantor in owning and operating properties such as the Trust Property in agreeing to make the Loan, (ii) Beneficiary will continue to rely on Grantor's ownership of the Trust Property as a means of maintaining the value of the Trust Property as security for the Debt, and (iii) Beneficiary has a valid interest in maintaining the value of the Trust Property so as to ensure that, should Grantor default in the repayment of the Debt, Beneficiary can recover the Debt by a sale of the Trust Property. Grantor shall not sell, convey, 4 20150324000831.006 alienate, mortgage, encumber, pledge or otherwise transfer the Trust Property or any part thereof, or suffer or permit any Transfer to occur, other than a Permitted Transfer. (b) Beneficiary shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon Transfer in violation of this Paragraph 4. This provision shall apply to every sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Trust Property (and every other Transfer) regardless of whether voluntary or not. Any Transfer made in contravention of this Paragraph 4 shall be null and void and of no force and effect. Grantor agrees to bear and shall pay or reimburse Beneficiary on demand for all reasonable expenses (including reasonable attorneys' fees and disbursements, title search costs and title insurance endorsement premiums) incurred by Beneficiary in connection with the review, approval and documentation of any Permitted Transfer. 5. Chang in Laws Reearding Taxation. If any law is enacted or adopted or amended after the date of this Deed of Trust which deducts the Debt from the value of the Trust Property for the purpose of taxation or which imposes a tax, either directly or indirectly, on the Debt or Beneficiary's interest in the Trust Property, Grantor will pay such tax, with interest and penalties thereon, if any. If Beneficiary is advised by its counsel that the payment of such tax or interest and penalties by Grantor would be unlawful, taxable to Beneficiary or unenforceable, or would provide the basis for a defense of usury, then Beneficiary shall have the option, by notice of not less than 90 clays, to declare the Debt immediately due and payable. 6. No Credits on Account of the Debt. Grantor shall not claim or demand or be entitled to any credit on account of the Debt for any part of the Taxes or Other Charges assessed against the Trust Property, and no deduction shall otherwise be made or claimed from the assessed value of the Trust Property for real estate tax purposes by reason of this Deed of Trust or the Debt. If such claim, credit or deduction shall be required by law, Beneficiary shall have the option, by notice of not less than 90 days, to declare the Debt immediately due and payable. 7. Further Acts, Etc. Grantor shall, at its sole cost, do execute, acknowledge and deliver all and every such further acts, deeds, conveyances, mortgages, assignments, notices of assignment, transfers and assurances as Beneficiary shall, from time to time, require, for the better assuring, conveying, assigning, transferring, and confirming unto Beneficiary the property and rights hereby mortgaged, given, granted, bargained, sold, alienated, enfeoffed, conveyed, confirmed, pledged, assigned and hypothecated or intended now or hereafter so to be, or which Grantor may be or may hereafter become bound to convey or assign to Beneficiary, or for carrying out the intention or facilitating the performance of the terms of this Deed of Trust, or for filing, registering or recording this Deed of Trust or for facilitating the sale and transfer of the Loan and the Loan Documents in connection with a Secondary Market Transaction as described in Section 10.1 of the Loan Agreement. Upon foreclosure, the appointment of a receiver or any other relevant action, Grantor shall, at its sole cost, cooperate fully and completely to effect the assignment or transfer of any license, permit, agreement or any other right necessary or useful to the operation of the Trust Property. Grantor grants to Beneficiary an irrevocable power of attorney coupled with an interest for the purpose of exercising and perfecting any and all rights and remedies available to Beneficiary at law and in equity, including such rights and remedies available to Beneficiary pursuant to this paragraph. Notwithstanding anything to the contrary in the immediately preceding 5 20150324000831.007 sentence, Beneficiary shall not execute any document as attorney -in -fact of Grantor unless (x) Grantor shall have failed or refused to execute the same within five (5) Business Days after Beneficiary's request therefor, or (y) in Beneficiary's good faith determination it would be materially prejudiced by the delay involved in making such a request. Beneficiary shall give prompt notice to Grantor of any exercise of the power of attorney as provided for in this Paragraph 7, along with copies of all documents executed in connection therewith. 8. Recording of Deed of Trust, Etc. Grantor forthwith upon the execution and delivery of this Deed of Trust and thereafter, from time to time, shall cause this Deed of Trust, and any security instrument creating a lien or security interest or evidencing the lien hereof upon the Trust Property and each instrument of further assurance to be filed, registered or recorded in such manner and in such places as may be required by any present or future law in order to publish notice of and fully to protect the lien or security interest hereof upon, and the interest of Beneficiary in, the Trust Property. Grantor shall pay all filing, registration or recording fees, all expenses incident to the preparation, execution and acknowledgment of and all federal, state, county and municipal, taxes, duties, imposts, documentary stamps, assessments and charges arising out of or in connection with the execution and delivery of, this Deed of Trust, any Deed of Trust supplemental hereto, any security instrument with respect to the Trust Property or any instrument of further assurance, except where prohibited by law .41 to do. Grantor shall hold harmless and indemnify Beneficiary, its successors and assigns, against any liability incurred by reason of the imposition of any tax on the making or recording of this Deed of Trust. 9. Right to Cure Defaults. Upon the occurrence of any Event of Default, Beneficiary may, but without any obligation to do so and without notice to or demand on Grantor and without releasing Grantor from any obligation hereunder, perform the obligations in Default in such manner and to such extent as Beneficiary may deem necessary to protect the security hereof. Beneficiary is authorized to enter upon the Trust Property for such purposes or appear in, defend or bring any action or proceeding to protect its interest in the Trust Property or to foreclose this Deed of Trust or collect the Debt, and the cost and expense thereof (including reasonable attorneys' fees and disbursements to the extent permitted by law), with interest thereon at the Default Rate for the period after notice from Beneficiary that such cost or expense was incurred to the date of payment to Beneficiary, shall constitute a portion of the Debt, shall be secured by this Deed of Trust and the other Loan Documents and shall be due and payable to Beneficiary upon demand. 10. Remedies. (a) Upon the occurrence of any Event of Default, Beneficiary may take such action, without notice or demand, as it deems advisable to protect and enforce its rights against Grantor and in and to the Trust Property, by Beneficiary itself or otherwise, including the following actions, each of which may be pursued concurrently or otherwise, at such time and in such order as Beneficiary may determine, in its sole discretion, without impairing or otherwise affecting the other rights and remedies of Beneficiary: (i) declare the entire Debt to be immediately due and payable; 6 20150324000831.008 (ii) give such notice of default and of election to cause the Trust Property to be sold as may be required by law or as may be necessary to cause Trustee to exercise the power of sale granted herein; Trustee shall then record and give such notice of Trustee's sale as then required by law and, after the expiration of such time as may be required by law, may sell the Trust Property at the time and place specified in the notice of sale, as a whole or in separate parcels as directed by Beneficiary, or by Grantor to the extent required by law, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale, all in accordance with applicable law. Trustee, from time to time, may postpone or continue the sale of all or any portion of the Trust Property by public declaration at the time and place last appointed for the sale and no other notice of the postponed sale shall be required unless provided by applicable law. Upon any sale, Trustee shall deliver its deed conveying the property sold, without any covenant or warranty, expressed or implied, to the purchaser or purchasers at the sale. The recitals in such deed of any matters or facts shall be conclusive as to the accuracy thereof; (iii) institute a proceeding or proceedings, judicial or nonjudicial, to the extent permitted by Iaw, by advertisement or otherwise, for the complete foreclosure of this Deed of Trust, in which case the Trust Property may be sold for cash or upon credit in one or more parcels or in several interests or portions and in any order or manner; (iv) with or without entry, to the extent permitted and pursuant to the procedures provided by applicable law, institute proceedings for the partial foreclosure of this Deed of Trust for the portion of the Debt then due and payable, subject to the continuing lien of this Deed of Trust for the balance of the Debt not then due; (v) sell for cash or upon credit the Trust Property and all estate, claim, demand, right, title and interest of Grantor therein and rights of redemption thereof, pursuant to the power of sale, to the extent permitted by law, or otherwise, at one or more sales, as an entirety or in parcels, at such tune and place, upon such terms and after such notice thereof as may be required or permitted by law; (vi) institute an action, suit or proceeding in equity for the specific performance of any covenant, condition or agreement contained herein or in any other Loan Document; (vii) recover judgment on the Note either before, during or after any proceeding for the enforcement of this Deed of Trust; (viii) apply for the appointment of a trustee, receiver, liquidator or conservator of the Trust Property, without notice and without regard for the adequacy of the security for the Debt and without regard for the solvency of the Grantor or of any person, firm or other entity liable for the payment of the Debt; (ix) enforce Beneficiary's interest in the Leases and Rents and enter into or upon the Trust Property, either personally or by its agents, nominees or attorneys and dispossess Grantor and its agents and employees therefrom, and thereupon Beneficiary may (A) use, operate, manage, control, insure, maintain, repair, restore and otherwise deal 7 20150324000831.009 with the Trust Property and conduct the business thereat; (B) complete any construction on the Trust Property in such manner and form as Beneficiary deems advisable; (C) make alterations, additions, renewals, replacements and improvements to or on the Trust Property; (D) exercise all rights and powers of Grantor with respect to the Trust Property, whether in the name of Grantor or otherwise, including the right to make, cancel, enforce or modify Leases, obtain and evict tenants, and demand, sue for, collect and receive Rents; and (E) apply the receipts from the Trust Property to the payment of the Debt, after deducting therefrom all expenses (including reasonable attorneys' fees and disbursements) incurred in connection with the aforesaid operations and all amounts necessary to pay the Taxes, insurance and other charges in connection with the Trust Property, as well as just and reasonable compensation for the services of Beneficiary, and its counsel, agents and employees; (x) require Grantor to pay monthly in advance to Beneficiary, or any receiver appointed to collect the Rents, the fair and reasonable rental value for the use and occupation of any portion of the Trust Property occupied by Grantor, and require Grantor to vacate and surrender possession of the Trust Property to Beneficiary or to such receiver, and, in default thereof, evict Grantor by summary proceedings or otherwise; or (xi) pursue such other rights and remedies as may be available at law or in equity or under the UCC, including the right to receive and/or establish a lock box for all Rents and proceeds from the Intangibles and any other receivables or rights to payments of Grantor relating to the Trust Property. In the event of a sale, by foreclosure or otherwise, of less than all of the Trust Property, this Deed of Trust shall continue as a lien on the remaining portion of the Trust Property. (b) The proceeds of any sale made under or by virtue of this Paragraph 10, together with any other sums which then may be held by Beneficiary under this Deed of Trust, whether under the provisions of this paragraph or otherwise, shall be applied by Beneficiary to the payment of the Debt in such priority and proportion as Beneficiary in its sole discretion shall deem proper. (c) Beneficiary may adjourn from time to time any sale by it to be made under or by virtue of this Deed of Trust by announcement at the time and place appointed for such sale or for such adjourned sale or sales; and, except as otherwise provided by any applicable law, Beneficiary, without further notice or publication, may make such sale at the time and place to which the same shall be so adjourned. (d) Upon the completion of any sale or sales pursuant hereto, Beneficiary, or an officer of any court empowered to do so, shall execute and deliver to the accepted purchaser or purchasers a good and sufficient instrument, or good and sufficient instruments, conveying, assigning and transferring all estate, right, title and interest in and to the property and rights sold. Beneficiary is hereby irrevocably appointed the true and lawful attorney of Grantor, in its name and stead, to make all necessary conveyances, assignments, transfers and deliveries of the Trust Property and rights so sold and for that purpose Beneficiary may execute all necessary instruments of conveyance, assignment and transfer, and may substitute one or more persons with lake power, 8 20150324000831.010 Grantor hereby ratifying and confirming all that its said attorney or such substitute or substitutes shall lawfully do by virtue hereof. Any sale or sales made under or by virtue of this Paragraph 10, whether made under the power of sale herein granted or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale, shall operate to divest all the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of Grantor in and to the properties and rights so sold, and shall be a perpetual bar both at law and in equity against Grantor and against any and all persons claiming or who may claim the same, or any part thereof, from, through or under Grantor. (e) Upon any sale made under or by virtue of this Paragraph 10, whether made under a power of sale or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale, Beneficiary may bid for and acquire the Trust Property or any part thereof and in lieu of paying cash therefor may make settlement for the purchase price by crediting upon the Debt the net sales price after deducting therefrom the expenses of the sale and costs of the action and any other sums which Beneficiary is authorized to deduct under this Deed of Trust or any other Loan Document. (f) No recovery of any judgment by Beneficiary and no levy of an execution under any judgment upon the Trust Property or upon any other property of Grantor shall affect in any manner or to any extent the lien of this Deed of Trust upon the Trust Property or any part thereof, or any liens, rights, powers or remedies of Beneficiary hereunder, but such liens, rights, powers and remedies of Beneficiary shall continue unimpaired as before. (g) Beneficiary may terminate or rescind any proceeding or other action brought in connection with its exercise of the remedies provided in this Paragraph 10 at any time before the conclusion thereof, as determined in Beneficiary's sole discretion and without prejudice to Beneficiary. (h) Beneficiary may resort to any remedies and the security given by this Deed of Trust or in any other Loan Document in whole or in part, and in such portions and in such order as determined by Beneficiary's sole discretion. No such action shall in any way be considered a waiver of any rights, benefits or remedies evidenced or provided by any Loan Document. The failure of Beneficiary to exercise any right, remedy or option provided in any Loan Document shall not be deemed a waiver of such right, remedy or option or of any covenant or obligation secured by any Loan Document. No acceptance by Beneficiary of any payment after the occurrence of any Event of Default and no payment by Beneficiary of any obligation for which Grantor is liable hereunder shall be deemed to waive or cure any Event of Default, or Grantor's liability to pay such obligation. No sale of all or any portion of the Trust Property, no forbearance on the part of Beneficiary, and no extension of time for the payment of the whole or any portion of the Debt or any other indulgence given by Beneficiary to Grantor, shall operate to release or in any manner affect the interest of Beneficiary in the remaining Trust Property or the liability of Grantor to pay the Debt. No waiver by Beneficiary shall be effective unless it is in writing and then only to the extent specifically stated. All costs and expenses of Beneficiary in exercising its rights and remedies under this Paragraph 10 (including reasonable attorneys' fees and disbursements to the extent permitted by law), shall be paid by Grantor immediately upon notice from Beneficiary, with interest at the Default Rate for the period after notice from Beneficiary, 9 20150324000831.011 and such costs and expenses shall constitute a portion of the Debt and shall be secured by this Deed of Trust. (i) The interests and rights of Beneficiary under the Loan Documents shall not be impaired by any indulgence, including (i) any renewal, extension or modification which Beneficiary may grant with respect to any of the Debt, (ii) any surrender, compromise, release, renewal, extension, exchange or substitution which Beneficiary may grant with respect to the Trust Property or any portion thereof or (iii) any release or indulgence granted to any maker, endorser, guarantor or surety of any of the Debt. 11. Right of Entry. In addition to any other rights or remedies granted under this Deed of Trust, Beneficiary and its agents shall have the right to enter and inspect the Trust Property at any reasonable time during the term of this Deed of Trust. The cost of such inspections or audits shall be bome by Grantor should Beneficiary determine that an Event of Default exists, including the cost of all follow up or additional investigations or inquiries deemed reasonably necessary by Beneficiary. The cost of such inspections, if not paid for by Grantor following demand, may be added to the principal balance of the sums due under the Note and this Deed of Trust and shall bear interest thereafter until paid at the Default Rate. 12. Security Agreement. This Deed of Trust is both a real property deed of trust and a "security agreement" within the meaning of the UCC. The Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor in the Trust Property. Grantor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, as security for the Debt, a security interest in the Trust Property to the full extent that the Trust Property may be subject to the UCC (such portion of the Trust Property so subject to the UCC being called in this paragraph the "Collateral'). This Deed of Trust shall also constitute a "fixture filing" for the purposes of the UCC. As such, this Deed of Trust covers all items of the Collateral that are or are to become fixtures. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur, Beneficiary, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the UCC, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Grantor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand any and all expenses, including reasonable attorneys' fees and disbursements, incurred or paid by Beneficiary in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Beneficiary with respect to the Collateral, sent to Grantor in accordance with the provisions hereof at least ten days prior to such action, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its sole discretion shall deem proper. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and promptly after request shall execute, file and record such UCC forms as are necessary to maintain the priority of Beneficiary's 10 20150324000831.012 lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Beneficiary shall require the filing or recording of additional UCC forms or continuation statements, Grantor shall, promptly after request, execute, file and record such UCC forms or continuation statements as Beneficiary shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Grantor's obligations under the Loan Documents. 13. Actions and Proceedings. Beneficiary has the right to appear in and defend any action or proceeding brought with respect to the Trust Property and to bring any action or proceeding, in the name and on behalf of Grantor, which Beneficiary, in its sole discretion, decides should be brought to protect its or their interest in the Trust Property. Beneficiary shall, at its option, be subrogated to the lien of any deed of trust or other security instrument discharged in whole or in part by the Debt, and any such subrogation rights shall constitute additional security for the payment of the Debt. 14. Marshalling and Other Matters. Grantor hereby waives, to the extent permitted by law, the benefit of all appraisement, valuation, stay, extension, reinstatement and redemption laws now or hereafter in force and all rights of marshalling in the event of any sale hereunder of the Trust Property or any part thereof or any interest therein. Further, Grantor hereby expressly waives any and all rights of redemption from sale under any order or decree of foreclosure of this Deed of Trust on behalf of Grantor, and on behalf of each and every person acquiring any interest in or title to the Trust Property subsequent to the date of this Deed of Trust and on behalf of all persons to the extent permitted by applicable law. The lien of this Deed of Trust shall be absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever of Beneficiary and, without limiting the generality of the foregoing, the lien hereof shall not be impaired by (i) any acceptance by Beneficiary of any other security for any portion of the Debt, (ii) any failure, neglect or omission on the part of Beneficiary to realize upon or protect any portion of the Debt or any collateral security therefor or (iii) any release (except as to the property released), sale, pledge, surrender, compromise, settlement, renewal, extension, indulgence, alteration, change, modification or disposition of any portion of the Debt or of any of the collateral security therefor; and Beneficiary may foreclose, or exercise any other remedy available to Beneficiary under other Loan Documents without first exercising or enforcing any of its remedies under this Deed of Trust, and any exercise of the rights and remedies of Beneficiary hereunder shall not in any manner impair the Debt or the liens of any other Loan Document or any of Beneficiary's rights and remedies thereunder. 15. Notices. All notices, consents, approvals and requests required or permitted hereunder shall be in writing, and shall be sent, and shall be deemed effective, as provided in the Loan Agreement. 16. Inatmlicable Provisions. If any term, covenant or condition of this Deed of Trust is held to be invalid, illegal or unenforceable in any respect, this Deed of Trust shall be construed without such provision. 11 20150324000831.013 17. Headings. The paragraph headings in this Deed of Trust are for convenience of reference only and are not to be construed as defining or limiting, in any way, the scope or intent of the provisions hereof. 18. Duplicate Originals. This Deed of Trust may be executed in any number of duplicate originals and each such duplicate original shall be deemed to be an original. 19. Definitions. Unless the context clearly indicates a contrary intent or unless otherwise specifically provided herein, words used in this Deed of Trust may be used interchangeably in singular or plural form; and the word "Grantor" shall mean "each Grantor and any subsequent owner or owners of the Trust Property or any part thereof or any interest therein," the word "Beneficiary" shall mean "Beneficiary and any subsequent holder of the Note," the words "Trust Property" shall include any portion of the Trust Property and any interest therein, the word "including" means "including but not limited to" and the words "attorneys' fees" shall include any and all attorneys' fees, paralegal and law clerk fees, including fees at the pre-trial, trial and appellate levels incurred or paid by Beneficiary in protecting its interest in the Trust Property and Collateral and enforcing its rights hereunder. 20. Homestead. Grantor hereby waives and renounces all homestead and exemption rights provided by the Constitution and the laws of the United States and of any state, in and to the Trust Property as against the collection of the Debt, or any part thereof. 21. Assignments. Beneficiary shall have the right to assign or transfer its rights under this Deed of Trust without limitation. Any assignee or transferee shall be entitled to all the benefits afforded Beneficiary under this Deed of Trust. 22. Waiver of Jury Trial. GRANTOR HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS DEED OF TRUST OR ANY OTHER LOAN DOCUMENT, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY GRANTOR, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. BENEFICIARY IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY GRANTOR. 23. Consents. Any consent or approval by Beneficiary in any single instance shall not be deemed or construed to be Beneficiary's consent or approval in any like matter arising at a subsequent date, and the failure of Beneficiary to promptly exercise any right, power, remedy, consent or approval provided herein or at law or in equity shall not constitute or be construed as a waiver of the same nor shall Beneficiary be estopped from exercising such right, power, remedy, consent or approval at a later date. Any consent or approval requested of and granted by Beneficiary pursuant hereto shall be narrowly construed to be applicable only to Grantor and the matter identified in such consent or approval and no third party shall claim any benefit by reason 12 20150324000831.014 thereof, and any such consent or approval shall not be deemed to constitute Beneficiary a venturer or partner with Grantor nor shall privity of contract be presumed to have been established with any such third party. If Beneficiary deems it to be in its best interest to retain assistance of persons, firms or corporations (including attorneys, title insurance companies, appraisers, engineers and surveyors) with respect to a request for consent or approval, Grantor shall reimburse Beneficiary for all costs reasonably incurred in connection with the employment of such persons, firms or corporations. 24. Loan Repayment and Defeasance. Provided no Event of Default exists, the Lien of this Deed of Trust shall be terminated, released and reconveyed of record by Beneficiary (and the Trustee, to the extent required by law to effect a full and proper termination, release and reconveyance) prior to the Maturity Date only in accordance with the terms and provisions set forth in the Loan Agreement. 25. Governine Law. THE LAW OF THE STATE OF WASHINGTON WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES SHALL GOVERN ALL MATTERS RELATING TO THIS DEED OF TRUST AND THE OTHER LOAN DOCUMENTS AND ALL OF THE INDEBTEDNESS OR OBLIGATIONS ARISING HEREUNDER OR THEREUNDER. ALL PROVISIONS OF THE LOAN AGREEMENT INCORPORATED HEREIN BY REFERENCE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF WASHINGTON WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES, AS SET FORTH IN THE GOVERNING LAW PROVISION OF THE LOAN AGREEMENT. 26. Exculpation. The liability of Grantor hereunder is limited pursuant to Section 3.1 of the Loan Agreement. 27. Trustee: Successor Trustee. Trustee shall not be liable for any error of judgment or act done by Trustee, or be otherwise responsible or accountable under any circumstances whatsoever, except if the result of Trustee's gross negligence or willful misconduct. Trustee shall not be personally liable in case of entry by him or anyone acting by virtue of the powers herein granted him upon the Trust Property for debts contracted or liability or damages or damages incurred in the management or operation of the Trust Property. Trustee shall have the right to rely on any instrument, document or signature authorizing or supporting any action taken or proposed to be taken by him hereunder or believed by him to be genuine. Trustee shall be entitled to reimbursement for actual expenses incurred by him in the performance of his duties hereunder and to reasonable compensation for such of his services hereunder as shall be rendered. Grantor will, from time to time, reimburse Trustee for and save and hold him harmless from and against any and all loss, cost, liability, damage and reasonable expense whatsoever incurred by him in the performance of his duties. All monies received by Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated in any manner from any other monies (except to the extent required by law) and Trustee shall be under no liability for interest on any monies received by him hereunder. Trustee may resign by giving of notice of such resignation in writing to Beneficiary. If Trustee shall die, resign or become disqualified from acting in the execution of this trust or shall fail or refuse to exercise the same when requested by Beneficiary or if for any or no reason and without cause Beneficiary shall prefer to appoint a substitute trustee to act instead of the original Trustee named herein, or 13 20150324000831.015 any prior successor or substitute trustee, Beneficiary shall, without any formality or notice to Grantor or any other person, have full power to appoint a substitute trustee and, if Beneficiary so elects, several substitute trustees in succession who shall succeed to all the estate, rights, powers and duties of the aforenamed Trustee. Each appointment and substitution shall be evidenced by an instrument in writing which shall recite the parties to, and the book and page of record of, this Deed of Trust, and the description of the real property herein described, which instrument, executed and acknowledged by Beneficiary, shall (i) be conclusive proof of the proper substitution and appointment of such successor Trustee or Trustees, (ii) duly assign and transfer all the estates, properties, rights, powers and trusts of Trustee so ceasing to act and (iii) be notice of such proper substitution and appointment to all parties in interest. In addition, such Trustee ceasing to act shall duly assign, transfer, and deliver any of the property and monies held by Trustee to the successor Trustee so appointed in its or his place. The Trustee may act in the execution of this trust and may authorize one or more parties to act on his behalf to perform the ministerial functions required of him hereunder, including without limitation, the transmittal and posting of any notices and it shall not be necessary for any Trustee to be present in person at any foreclosure sale. PART II • STATE -SPECIFIC PROVISIONS 28. Coniliets With Part I. In the event of any conflict between the provisions of this Part II and any provision of Part I, then the provisions of this Part II shall control. 29. Acceleration: Remedies. Beneficiary shall give notice to Grantor prior to acceleration following Grantor's breach of any covenant or agreement in this Deed of Trust (but not prior to acceleration resulting from an Event of Default described in paragraph (1) or (g) of Section 9.1 of the Loan Agreement, unless applicable law provides otherwise). The notice shall specify: (a) the default; (b) the action required to cure the default; (c) a date, not less than 30 days from the date the notice is given to Grantor, by which the default must be cured; and (d) that failure to cure the default on or before the date specified in the notice may result in acceleration of the sums secured by this Deed of Trust and sale of the Property at public auction at a date not less than 120 days in the future. The notice shall further inform Grantor of the right to reinstate after acceleration, the right to bring a court action to assert the non-existence of a default or any other defense of Grantor to acceleration and sale, and any other matters required to be included in the notice by any applicable law. If the default is not cured on or before the date specified in the notice, Beneficiary at its option, may require immediate payment in full of all sums secured by this Deed of Trust without further demand and may invoke the power of sale and/or any other remedies permitted by any applicable law. Beneficiary shall be entitled to collect all expenses incurred in pursuing the remedies provided in this Section 29, including, but not llimited to, reasonable attorneys' fees and costs of title evidence. (a) If Beneficiary invokes the power of sale, Beneficiary shall give written notice to Trustee of the occurrence of an event of default and of Beneficiary's election to cause the Property to be sold. Trustee and Beneficiary shall take such action regarding notice of sale and shall give such notices to Grantor and to other persons, as any applicable law may require. After the time required by any applicable law and after publication of the notice of sale, Trustee, without demand on Grantor, shall sell the Property at public auction to the highest bidder at the time and place and under the terms designated in the notice of sale in one or more parcels and in any order Trustee determines. Trustee may postpone sale of the Property for a period or periods permitted 14 20150324000831.016 by applicable law by public announcement at the time and place fixed in the notice of sale. Beneficiary or its designee may purchase the Property at any sale. (b) Trustee shall deliver to the purchaser Trustee's deed conveying the Property without any covenant or warranty, expressed or implied. The recitals in the Trustee's deed shall be prima facie evidence of the truth of the statements made therein. Trustee shall apply the proceeds of the sale in the following order: (a) to all expenses of the sale, including, but not limited to, reasonable Trustee's and attorneys' fees; (b) to all sums secured by this Deed of Trust; and (c) any excess to the person or persons legally entitled to it or to the clerk of the superior court of the county in which the sale took place. 30. Reconvevance. Upon payment of all sums secured by this Deed of Trust, Beneficiary shall request Trustee to reconvey the Property and shall surrender this Deed of Trust and all notes evidencing debt secured by this Deed of Trust to Trustee. Trustee shall reconvey the Property without warranty to the person or persons legally entitled to it. Such person or persons shall pay any recordation costs and the Trustee's fee for preparing the reconveyance. 31. Substitute Trustee. In accordance with applicable law, Beneficiary may from time to time appoint a successor trustee to any Trustee appointed hereunder who has ceased to act. Without conveyance of the Property, the successor trustee shall succeed to all the title, power and duties conferred upon Trustee herein and by applicable law. 32. Use of Property. The Property is not used principally for agricultural purposes. 33. Attorneys' Fees. Beneficiary shall be entitled to recover its reasonable attorneys' fees and costs in any action or proceeding to construe or enforce any term of this Deed of Trust. The term "attorneys' fees," whenever used in this Deed of Trust, shall include without limitation attorneys' fees incurred by Beneficiary in any bankruptcy proceeding or on appeal. 34. ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. [NO FURTHER TEXT ON THIS PAGE] 15 20150324000831.017 IN WITNESS WHEREOF, Grantor has executed this instrument as of the day and year first above written. Grantor: SEG 56TH, LLC, a Washington limited liability company By: SEG 56TH M ager, LLC, a Delaware limited liability co pany, its m: sager • STATE OF _ 31). ' f �, SS: COUNTY OF .��O.. 1 ,lam ! J ) On the 1 day of _M in the year aosf before me, the undersigned, personally appeared personally known to me or proved to me on the basis of satisfactory evidento be the individual(s) whose name(s) is(are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity, and that by his/her/their signature(s) on the instrument, the individual(s) or the person(s) upon behalf of which the individual(s) acted, executed the instrument. &a-AAA,,,ao (\WA& NOTARY PUBLIC [Seal] Deed of Trust Signature Page EXHIBIT A Legal Description PARCEL A: 20150324000831.018 THAT PORTION OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 15, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE SOUTHERLY LINE OF SAID SUBDIVISION WHICH IS 25 FEET EAST OF THE SOUTHWEST CORNER THEREOF; THENCE NORTH 330 FEET PARALLEL WITH THE WEST LINE OF SAID SUBDIVISION TO THE SOUTHWEST CORNER OF LOT 10, BLOCK 3, JAMES CLARK'S GARDEN ADDITION TO THE CITY OF SEATTLE, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 13 OF PLATS, PAGE 12, IN KING COUNTY, WASHINGTON; THENCE EAST 264 FEET ALONG THE SOUTH LINE OF SAID LOT 10; THENCE SOUTH 330 FEET, MORE OR LESS, PARALLEL WITH THE WEST LINE OF SAID SUBDIVISION TO THE SOUTHERLY LINE THEREOF; THENCE WEST 264 FEET ALONG SAID SOUTHERLY LINE TO THE POINT OF BEGINNING. EXCEPT THE SOUTH 180 FEET THEREOF. EXCEPT THE NORTH 60 FEET AS MEASURED ALONG THE WEST LINE THEREOF. EXCEPT THE WEST 5 FEET OF THE REMAINDER THEREOF CONVEYED TO KING COUNTY FOR 37TH AVENUE SOUTH BY DEED RECORDED JUNE 2, 1972 UNDER RECORDING NO. 7206020386. PARCEL B: THAT PORTION OF THE SOUTHEAST QUARTER. OF THE SOUTHWEST QUARTER OF SECTION 15, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING ON THE SOUTH LINE OF SAID SUBDIVISION AT A POINT 229.00 FEET EASTERLY OF THE SOUTHWEST CORNER THEREOF; THENCE NORTH 213'57" EAST PARALLEL WITH THE WEST LINE OF SAID SUBDIVISION 20.00 FEET TO THE TRUE POINT OF BEGINNING: THENCE NORTH 213'57" EAST PARALLEL WITH THE WEST LINE OF SAID SUBDIVISION 160.00 FEET; THENCE SOUTH 8735'33" EAST PARALLEL WITH THE SOUTH LINE OF SAID SUBDIVISION 60.00 FEET; THENCE SOUTH 213'57" WEST PARALLEL WITH THE WEST LINE OF SAID SUBDIVISION 6.10 FEET; THENCE SOUTH 8633'03" EAST 261.03 FEET TO THE WESTERLY MARGIN OF STATE HIGHWAY NO. 1; THENCE SOUTH 2007'27" WEST ALONG SAID WESTERLY MARGIN 93.60 FEET; THENCE NORTH 8735'33" WEST PARALLEL WITH THE SOUTH LINE OF SAID Exhibit A — Page 1 20150324000831.019 SUBDIVISION 139.17 FEET; THENCE SOUTH 224'27" WEST 60.00 FEET; THENCE NORTH 8735'33" WEST 152.86 FEET TO THE TRUE POINT OF BEGINNING. ALSO BEGINNING AT THE INTERSECTION OF THE WESTERLY LINE OF STATE ROAD NO. 1 WITH THE NORTH LINE OF THE SOUTH 20.00 FEET OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION; THENCE WEST ALONG SAID NORTH LINE 120 FEET; THENCE NORTH AT RIGHT ANGLES THERETO 60 FEET; THENCE EAST PARALLEL TO SAID NORTH LINE TO THE WESTERLY MARGIN OF STATE ROAD NO. 1; THENCE SOUTHERLY ALONG SAID WESTERLY MARGIN TO THE POINT OF BEGINNING. EXCEPT THAT PORTION CONVEYED TO THE STATE OF WASHINGTON RECORDED DECEMBER 14,1995 UNDER RECORDING NO. 9512140574; AND EXCEPT THAT PORTION CONVEYED TO THE CITY OF TUKWILA BY INSTRUMENTS RECORDED MAY 1, 2006 UNDER RECORDING NOS. 20060501000630 AND 20060501000631. PARCEL C: THAT PORTION OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 15, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE SOUTH LINE OF SAID SUBDIVISION WHICH IS SOUTH 8735'33" EAST 289 FEET FROM THE SOUTHWEST CORNER THEREOF; THENCE NORTH 213'57" EAST PARALLEL TO THE WEST LINE OF SAID SUBDIVISION 173.90 FEET TO THE TRUE POINT OF BEGINNING OF THE TRACT HERE IN DESCRIBED; CONTINUING THENCE NORTH 213'57" EAST 105.40 FEET; THENCE SOUTH 8633'03" EAST 294.65 FEET TO THE WESTERLY MARGIN OF STATE HIGHWAY NO. I; THENCE SOUTHERLY ALONG AN ARC OF A CURVE TO THE RIGHT WHOSE RADIUS IS 1,860 FEET, 25.11 FEET TO A POINT OF TANGENCY; THENCE SOUTH 2017'27" WEST ALONG SAID WESTERLY MARGIN OF STATE ROAD NO. 1, 84.84 FEET; THENCE NORTH 8633'03" WEST 261.03 FEET TO THE TRUE POINT OF BEGINNING. PARCEL D: THAT PORTION OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 15, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE SOUTH LINE OF SAID SUBDIVISION DISTANT SOUTH 8735'33" EAST 289' FEET FROM THE SOUTHWEST CORNER THEREOF; THENCE NORTH 213'57" EAST PARALLEL WITH THE WEST LINE OF SAID SUBDIVISION 279.30 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH 213'57" EAST 151.6 FEET, MORE OR LESS, TO THE NORTHEAST CORNER OF LOT 10, BLOCK 3, JAMES CLARK'S GARDEN ADDITION TO THE CITY OF SEATTLE, ACCORDING TO Exhibit A — Page 2 20150324000831.020 THE PLAT THEREOF, RECORDED IN VOLUME 13 OF PLATS, PAGE 12, IN KING COUNTY, WASHINGTON; THENCE EASTERLY ALONG THE SOUTH LINE OF SAID BLOCK 3 TO THE WESTERLY MARGIN OF STATE HIGHWAY NO. 1; THENCE SOUTHWESTERLY ALONG SAID WESTERLY MARGIN TO A POINT WHICH BEARS SOUTH 8633'03" EAST 294.65 FEET FROM THE TRUE POINT OF BEGINNING; THENCE NORTH 8633'03" WEST 294.65 FEET TO THE TRUE POINT OF BEGINNING. PARCEL E: THAT PORTION OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 15, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF LOT 10, BLOCK 3, JAMES CLARK'S GARDEN ADDITION TO THE CITY OF SEATTLE, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 13 OF PLATS, PAGE 12, IN KING COUNTY, WASHINGTON; THENCE EASTERLY ALONG THE SOUTH LINE OF SAID LOT 10 A DISTANCE OF 264 FEET; THENCE SOUTHERLY PARALLEL WITH THE WEST LINE OF SAID SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER 60 FEET; THENCE WESTERLY PARALLEL WITH SAID SOUTH LINE OF LOT 10 A DISTANCE OF 264 FEET; THENCE NORTHERLY PARALLEL WITH THE WEST LINE OF SAID SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER 60 FEET TO THE POINT OF BEGINNING. EXCEPT THE WEST 5 FEET THEREOF CONVEYED TO KING COUNTY FOR 37TH AVENUE SOUTH BY DEED RECORDED UNDER RECORDING NUMBER 7206020386. Exhibit A — Page 3 DOCUMENT PREPARED BY AND WHEN RECORDED, RETURN TO: ANDERSON, McCOY & ORTA, P.C. 100 North Broadway, Suite 2600 Oklahoma City, Oklahoma 73102 Telephone: 888-236-0007 DOCUMENT DATE: EFFECTIVE AS OF MAY 20, 2015 Electronically Recorded 20150706001676 SIMPLIFILE ADT Page 001 of 007 07/06/2015 04:56 King County, WA 20150706001676.001 86.00 DOCUMENT TITLE: ASSIGNMENT OF DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT BORROWER(S): SEG 56TH, LLC GRANTOR/ASSIGNOR: THE BANCORP BANK, A DELAWARE STATE -CHARTERED BANK, HAVING AN ADDRESS AT 712 FIFTH AVENUE, 11TH FLOOR, NEW YORK, NY 10019 GRANTEE/ASSIGNEE: WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE, ON BEHALF OF THE REGISTERED HOLDERS OF CSAIL 2015-C2 COMMERCIAL MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS -THROUGH CERTIFICATES, SERIES 2015-C2, HAVING AN ADDRESS AT 1100 NORTH MARKET STREET, WILMINGTON, DE 19890, PROPERTY DESCRIPTION: 1. PARCEL NUMBER(S): 152304-9011-00 2. ABBREVIATED LEGAL: PTN SEC 15 7WN 23N RGE 4E, SE QTR SW QTR SEE EXHIBIT A ATTACHED FOR COMPLETE LEGAL DESCRIPTION RECORDING NUMBER REFERENCE(S): # 20150324000831 Reference No.: 4507.009 Matter Name: Riverton Heights Shopping Center Pool: CSAIL 2015-C2 20150706001676.002 ASSIGNMENT OF DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT THE BANCORP BANK, a Delaware state -chartered bank (Assignor) SEG 56id LLC (Borrower) to WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE, ON BEHALF OF THE REGISTERED HOLDERS OF CSAIL 2015-C2 COMMERCIAL MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS -THROUGH CERTIFICATES, SERIES 2015-C2 (Assignee) Effective as of May 20, 2015 Parcel Number(s): 152304-9011-00 County of King State of Washington DOCUMENT PREPARED BY AND WHEN RECORDED, RETURN TO: ANDERSON, McCOY & ORTA, P.C. 100 North Broadway, Suite 2600 Oklahoma City, Oklahoma 73102 Telephone: 888-236-0007 20150706001676.003 ASSIGNMENT OF DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT As of the 20th day of May, 2015, THE BANCORP BANK, a Delaware state -chartered bank, having an address at 712 Fifth Avenue, 11th Floor, New York, NY 10019, ("Assignor"), as the holder of the instrument hereinafter described and for valuable consideration hereby endorses, assigns, sells, transfers and delivers to WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE, ON BEHALF OF THE REGISTERED HOLDERS OF CSAIL 2015-C2 COMMERCIAL MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS - THROUGH CERTIFICATES, SERIES 2015-C2, having an address at 1100 North Market Street, Wilmington, DE 198190, ("Assignee"), its successors, participants and assigns, without recourse or warranty, all right, title and interest of Assignor in and to that certain: DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT made by SEG 56TH, LLC, a Washington limited liability company to Assignor dated as of March 23, 2015 and recorded on March 24, 2015, as Document Number 20150324000831 in the Recorder's Office of King County, Washington (as the same has heretofore been amended, modified, restated, supplemented, renewed or extended), securing payment of note(s) of even date therewith, in the original principal amount of $5,595,000.00, and creating a first lien on the property described in Exhibit A attached hereto and by this reference made a part hereof. Together with any and all notes and obligations therein described, the debt and claims secured thereby and all sums of money due and to become due thereon, with interest provided for therein, and hereby irrevocably appoints Assignee hereunder its attorney to collect and receive such debt, and to foreclose, enforce and satisfy the foregoing the same as it might or could have done were these presents not executed, but at the cost and expense of Assignee. Together with any and all other liens, privileges, security interests, rights, entitlements, equities, claims and demands as to which Assignor hereunder possesses or to which Assignor is otherwise entitled as additional security for the payment of the notes and other obligations described herein. This Assignment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. [SIGNATURE(S) ON THE FOLLOWING PAGE] Reference No.: 4507.009 Matter Name: Riverton Heights Shopping Center Pool: CSAIL 2015•C2 20150706001676.004 4 `LIN WITNESS WHEREOF, the Assignor has caused this instrument to be executed this ? day of May, 2015. THE BANCORP BANK, a Delaware state -chartered bank By: Name: Timothy f. Hallock Title: Managing Director STATE OF NEW YORK § COUNTY OF NEW YORK § On the) day of May, 2015, before me, the undersigned, a Notary Public in and for said state, personally appeared Timothy J. Hallock, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity as Managing Director of The Bancorp Bank, a Delaware state -chartered bank and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS •yi hand and official sea Signatu' Public My Commission Expires: _ ,C SOPHIA TZANNES Notary Public: S;.ta oI Kaw York No. 01YZs50 ii17 Oual:;:eci in O..:a:r•s County C81:fi i:e d.to h.:LdlY Y.,.. you iy Conl;t,i::$ion EAr::as July 27,'20 ' Reference No.: 4507.009 Matter Name: Riverton Heights Shopping Center Pool: CSAIL 2015-C2 20150706001676.005 EXHIBIT A LEGAL DESCRIPTION PARCEL A: THAT PORTION OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 15, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE SOUTHERLY LINE OF SAID SUBDIVISION WHICH I5 25 FEET EAST OF THE SOUTHWEST CORNER THEREOF; THENCE NORTH 330 FEET PARALLEL WITH THE WEST LINE OF SAID SUBDIVISION TO THE SOUTHWEST CORNER OF LOT 10, BLOCK 3, JAMES CLARK'S GARDEN ADDITION TO THE CITY OF SEATTLE, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 13 OF PLATS, PAGE 12, IN KING COUNTY, WASHINGTON; THENCE EAST 264 FEET ALONG THE SOUTH LINE OF SAID LOT 10; THENCE SOUTH 330 FEET, MORE OR LESS, PARALLEL WITH THE WEST LINE OF SAID SUBDIVISION TO THE SOUTHERLY LINE THEREOF; THENCE WEST 264 FEET ALONG SAID SOUTHERLY LINE TO THE POINT OF BEGINNING. EXCEPT THE SOUTH 180 FEET THEREOF. EXCEPT THE NORTH 60 FEET AS MEASURED ALONG THE WEST LINE THEREOF. EXCEPT THE WEST 5 FEET OF THE REMAINDER THEREOF CONVEYED TO KING COUNTY FOR 37TH AVENUE SOUTH BY DEED RECORDED JUNE 2, 1972 UNDER RECORDING NO. 7206020386. PARCEL B: THAT PORTION OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 15, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING ON THE SOUTH LINE OF SAID SUBDIVISION AT A POINT 229.00 FEET EASTERLY OF THE SOUTHWEST CORNER THEREOF; THENCE NORTH 213'57" EAST PARALLEL WITH THE WEST LINE OF SAID SUBDIVISION 20.00 FEET TO THE TRUE POINT OF BEGINNING: THENCE NORTH 213'5 T EAST PARALLEL WITH THE WEST LINE OF SAID SUBDIVISION 160.00 FEET; THENCE SOUTH 8735'33" EAST PARALLEL WITH THE SOUTH LINE OF SAID SUBDIVISION 60.00 FEET; THENCE SOUTH 213'57" WEST PARALLEL WITH THE WEST LINE OF SAID SUBDIVISION 6.10 FEET; THENCE SOUTH 8633'03" EAST 261.03 FEET TO THE WESTERLY MARGIN OF STATE HIGHWAY NO. 1; THENCE SOUTH 2007'27' WEST ALONG SAID WESTERLY MARGIN Reference No.: 4507.009 Matter Name: Riverton Heights Shopping Center Pool; CSAIL 2015•C2 20150706001676.006 93.60 FEET; THENCE NORTH 8735'33" WEST PARALLEL WITH THE SOUTH LINE OF SAID SUBDIVISION 139.17 FEET; THENCE SOUTH 224'27" WEST 60.00 FEET; THENCE NORTH 8735'33" WEST 152.86 FEET TO THE TRUE POINT OF BEGINNING. ALSO BEGINNING AT THE INTERSECTION OF THE WESTERLY LINE OF STATE ROAD NO. 1 WITH THE NORTH LINE OF THE SOUTH 20.00 FEET OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION; THENCE WEST ALONG SAID NORTH LANE 120 FEET; THENCE NORTH AT RIGHT ANGLES THERETO 60 FEET; THENCE EAST PARALLEL TO SAID NORTH LINE TO THE WESTERLY MARGIN OF STATE ROAD NO. 1; THENCE SOUTHERLY ALONG SAID WESTERLY MARGIN TO THE POINT OF BEGINNING. EXCEPT THAT PORTION CONVEYED TO THE STATE OF WASHINGTON RECORDED DECEMBER 14, 1995 UNDER RECORDING NO. 9512140574; AND EXCEPT THAT PORTION CONVEYED TO THE CITY OF TUKWILA BY INSTRUMENTS RECORDED MAY 1, 2006 UNDER RECORDING NOS. 20060501000630 AND 20060501000631. PARCEL C: THAT PORTION OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 15, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE SOUTH LINE OF SAID SUBDIVISION WHICH IS SOUTH 8735'33" EAST 289 FEET FROM THE SOUTHWEST CORNER THEREOF; THENCE NORTH 213'57" EAST PARALLEL TO THE WEST LINE OF SAID SUBDIVISION 173.90 FEET TO THE TRUE POINT OF BEGINNING OF THE TRACT HERE IN DESCRIBED; CONTINUING THENCE NORTH 213'57" EAST 105.40 FEET; THENCE SOUTH 8633'03" EAST 294.65 FEET TO THE WESTERLY MARGIN OF STATE HIGHWAY NO. 1; THENCE SOUTHERLY ALONG AN ARC OF A CURVE TO THE RIGHT WHOSE RADIUS IS 1,860 FEET, 25.11 FEET TO A POINT OF TANGENCY; THENCE SOUTH 2017'27" WEST ALONG SAID WESTERLY MARGIN OF STATE ROAD NO. I, 84.84 FEET; THENCE NORTH 8633'03" WEST 261.03 FEET TO THE TRUE POINT OF BEGINNING. PARCEL D: THAT PORTION OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 15, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE SOUTH LINE OF SAID SUBDIVISION DISTANT SOUTH 8735'33" EAST 289 FEET FROM THE SOUTHWEST CORNER THEREOF; THENCE NORTH 213'57" EAST PARALLEL WITH THE WEST LINE OF SAID SUBDIVISION 279.30 FEET TO THE TRUE POINT OF BEGINNING; THENCE Reference No.; 4507.009 Matter Name: Riverton Heights Shopping Center Pool: CSAIL2015•C2 20150706001676.007 CONTINUING NORTH 213'57" EAST 151.6 FEET, MORE OR LESS, TO THE NORTHEAST CORNER OF LOT 10, BLOCK 3, JAMES CLARK'S GARDEN ADDITION TO THE CITY OF SEATTLE, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 13 OF PLATS, PAGE 12, IN KING COUNTY, WASHINGTON; THENCE EASTERLY ALONG THE SOUTH LINE OF SAID BLOCK 3 TO THE WESTERLY MARGIN OF STATE HIGHWAY NO. 1; THENCE SOUTHWESTERLY ALONG SAID WESTERLY MARGIN TO A POINT WHICH BEARS SOUTH 8633'03" EAST 294.65 FEET FROM THE TRUE POINT OF BEGINNING; THENCE NORTH 8633'03" WEST 294.65 FEET TO THE TRUE POINT OF BEGINNING. PARCEL E: THAT PORTION OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 15, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF LOT 10, BLOCK 3, JAMES CLARK'S GARDEN ADDITION TO THE CITY OF SEATTLE, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 13 OF PLATS, PAGE 12, IN KING COUNTY, WASHINGTON; THENCE EASTERLY ALONG THE SOUTH LINE OF SAID LOT 10 A DISTANCE OF 264 FEET; THENCE SOUTHERLY PARALLEL WITH THE WEST LINE OF SAID SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER 60 FEET; THENCE WESTERLY PARALLEL WITH SAID SOUTH LINE OF LOT 10 A DISTANCE OF 264 FEET; THENCE NORTHERLY PARALLEL WITH THE WEST LINE OF SAID SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER 60 FEET TO THE POINT OF BEGINNING. EXCEPT THE WEST 5 FEET THEREOF CONVEYED TO KING COUNTY FOR 37TH AVENUE SOUTH BY DEED RECORDED UNDER RECORDING NUMBER 7206020386. Reference No.: 4507.009 Matter Name: Riverton Heights Shopping Center Pool: CSA1L 2015-C2