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MMD2015-00013 MMD2O15 - 00013 LA QUINTA INNS & SUITES NOTICE OF TYPE I DECISION MINOR MODIFICATION (MMD) 2015-00013 -.01 LA QUINTA INNS & SUITES T I GARD 120 DAYS = August 25,2015 SECTION I. APPLICATION SUMMARY FILE NAME: La Ouinta Inns & Suites CASE NO.: Minor Modification (MMD) MMD2015-00013 PROPOSAL: The applicant is proposing a minor modification to an existing commercial site located at 10830 SW Greenburg Road.The proposal includes modifications to the property's parking,landscaping, floor plan,and building exterior.The property will be occupied by a commercial lodging use,La Quinta Inns&Suites. APPLICANT: The OM,LLC Shirish B. Patel 10830 SW Greenburg Road Tigard,OR 97223 OWNER: West Coast Service Company Gerald V. Miller 10250 SW Greenburg Road,Suite 214 Tigard,OR 97223 LOCATION: 10830 SW Greenburg Road WCTM 1S135BD,Tax Lot 1300 ZONING DESIGNATION: MUC: Mixed Use Commercial District. The MUC zoning district includes land around the Washington Square Mall and land immediately west of Highway 217. Primary uses permitted include office buildings, retail, and service uses. Also permitted are mixed-use developments and housing at densities of 50 units per acre. Larger buildings are encouraged in this area with parking under,behind or to the sides of buildings. APPLICABLE REVIEW CRITERIA: Community Development Code Chapters 18.360.060.0 SECTION II. DECISION Notice is hereby given that the City of Tigard Community Development Director's designee has APPROVED WITH CONDITION the above request. The findings and conclusions on which the decision is based are noted in Section IV. h1 N11)2015-00013 1 of 3 THE FOLLOWING CONDITION SHALL BE SATISFIED PRIOR TO A FINAL BUILDING INSPECTION: The applicant shall prepare a cover letter and submit it, along with any supporting documents and/or plans that address the following requirements to the PLANNING DIVISION, ATTN: LINA SMITH (503)718-2438 or LinaCS antigard-or.gov. The cover letter shall clearly identify where in the submittal the required information is found: 1. Prior to final building inspection, the applicant shall contact the staff planner, Lina Smith at (503) 718-2438, for final walk-through. All parking lot and landscaping improvements must be completed per TDC Table 18.765.2,Figure 18.765.1,and 18.630.090. THIS APPROVAL SHALL BE VALID FOR 18 MONTHS FROM THE EFFECTIVE DATE OF THIS DECISION. SECTION III. BACKGROUND INFORMATION Site Information: The project is located at 10830 SW Greenburg Road; south of SW Shady Lane, and west of SW Greenburg Road. The subject property is an approximately 1.17 acre development site,which includes one (1) hotel building, on-site parking, and associated landscaping. The previous tenant was a commercial lodging use, Shilo Inn. The new tenant will also be a commercial lodging use, La Quinta Inns & Suites.The site is located in the Washington Square Regional Center Plan District. Proposal Description: The applicant is proposing a minor modification to an existing commercial site located at 10830 SW Greenburg Road. The property will be occupied by a commercial lodging use,La Quinta Inns& Suites. Specifically,the applicant proposes to: 1. Revise the hotel floor plan,and reduce the total number of guest rooms from 79 to 65 2. Repave and restripe the on-site parking lot without altering the number of existing parking spaces 3. Upgrade the existing,on-site landscaping 4. Update hotel building exterior SECTION IV. APPLICABLE REVIEW CRITERIA AND FINDINGS MINOR MODIFICATION OF SITE DEVELOPMENT REVIEW: Section 18.360.060.0 states that a minor modification shall be approved, approved with conditions or denied following the Director's review and as follows: 1. The proposed development is in compliance with all applicable requirements of this title;and FINDING: The applicant is proposing a minor modification to an existing commercial site located at 10830 SW Greenburg Road. The property will be occupied by a commercial lodging use, La Quinta Inns&Suites. Specifically,the applicant proposes to: 1. Revise the hotel floor plan, and reduce the total number of guest rooms from 79 to 65. This change will primarily impact off-street parking regulations. As outlined in TDC Table 18.765.2, the minimum off-street parking requirement for commercial lodging is one (1) parking space for each guest room. Accordingly, the new minimum off-street parking requirement for this property is 65 spaces. Staff conducted a site visit to determine there is adequate parking,with 69 spaces provided. A condition of approval has been added that requires a final walk-through by MMD2015-00013 2 of 3 the staff planner prior to final building inspection, in order to ensure the minimum off-street parking requirement is maintained. 2. Repave and restripe the on-site parking lot without altering the number of existing parking spaces. Staff determined that repaving and restriping will not impact the configuration or availability of on-site parking for the proposed commercial lodging use. In addition, repaving and restriping complies with the design standards for parking areas, as outlined in TDC 18.765.040. In order to ensure that all parking lot improvements are completed per TDC Figure 18.765.1 Off-Street Surface Parking Matrix, a condition of approval has been added that requires a final walk-through by the staff planner prior to final building inspection. 3. Upgrade the existing,on-site landscaping. The applicant submitted an updated landscaping plan and renderings with this Minor Modification application. Staff reviewed the applicant's materials to determine that proposed landscaping complies with both the L-1 Parking Lot Screen and the L-2 General Landscaping standards for the Washington Square Regional Center Plan District (TDC 18.630.090). In particular, the applicant proposes to plant shrubs that will provide three-foot high parking lot screen and 90% opacity within one year, as required by TDC 18.630.090.A. In order to ensure that all landscaping improvements are completed per TDC 18.630.090 Landscaping and Screening, a condition of approval has been added that requires a final walk-through by the staff planner prior to final building inspection. 4. Update hotel building exterior. The applicant submitted hotel elevations and architectural renderings with this Minor Modification application. Staff reviewed the applicant's materials to determine the hotel's exterior design complies with applicable building design standards for the Washington Square Regional Center Plan District(TDC 18.630.060). As conditioned, this criterion is met. In addition, staff reviewed the applicant's narrative, plans, and other materials to determine that all other applicable requirements are met. 2. The modification is not a major modification. FINDING: Staff finds that the changes listed in TDC 18.360.050.B.1-11 are either satisfied or do not apply.Therefore,the proposed development is not a major modification.This criterion is met. CONCLUSION: The proposal is a minor modification of existing site development and is in compliance with the applicable requirements of this title. SECTION VI. PROCEDURE AND APPEAL INFORMATION Notice: Notice was posted at City Hall and mailed to: X The applicant and owners X Affected government agencies Final Decision: A Minor Modification is a Type I procedure. As such, the Director's decision is final on the date it is mailed or otherwise provided to the applicant,whichever occurs first. The Director's decision may not be appealed locally and is the final decision of the City. MMI)2015-00013 3 of 3 THIS DECISION IS FINAL ON APRIL 29, 2015 AND BECOMES EFFECTIVE ON APRIL 30, 2015 Questions: If you have any questions,please contact Lina Smith at(503) 718-2438 or LinaCS(2i tigard-or.gov. April 29,2015 APPROVED BY: Lina Smith Assistant Planner NI\ID2015-00013 4 ut 3 MAILING / NOTIFICATION RECORDS Lina Chung Smith From: Lina Chung Smith Sent: Wednesday, April 29, 2015 9:07 AM To: 'DOCSBPDX @aol.com' Cc: Walter Barnett; Dan Nelson; Tom McGuire; Albert Shields Subject: Decision: 10830 SW Greenburg Rd (MMD2015-00013) Attachments: M M D2015-00013.pdf Dear Dr. Patel, Attached is the approved decision for case no. MMD2015-00013, a Minor Modification to 10830 SW Greenburg Rd. Please pay special attention to the Condition of Approval at the top of page 2. Now that the decision has been issued,please contact the Building Division at (503) 718-2439 regarding your building permits. Make sure to have a copy of the decision with you when you come into the Permit Center. Thank you, Lina Smith Assistant Planner City of Tigard I Community Development 13125 Hall Blvd.Tigard,OR 97223 E-mail:LinaCSQi tigard-or.gov • 1 III s TIGARD City of Tigard April 22, 2015 Dr. Shirish B. Patel The OM, LLC 10830 SW Greenburg Road Tigard, OR 97223 Re: Completeness —La Quinta Inns & Suites Case File No. MMD2015-00013 Dear Dr. Patel, The City of Tigard Planning Division has received your application for a Minor Modification (MMD2015-00013), located at 10830 SW Greenburg Road. Staff has conducted a preliminary review of the submittal materials, and determined that a landscaping plan and site plan (which includes on-site parking) is necessary before the application can be deemed complete. Should you have any questions with regard to these items,please contact me at (503) 718- 2438 or LinaCS @tigard-or.gov. Sincerely, Lina Smith Assistant Planner cc: Chip Barnett, Senior Building Inspector MMD2015-00013 Land Use File 13125 SW Hall Blvd. • Tigard, Oregon 97223 • 503.639.4171 TTY Relay: 503.684.2772 • www.tigard-or.gov RECEIVED 1111 I City of Tigard MAR 30 2015 COMMUNITY DEVELOPMENT DEPARTMENT PLANNING'NGGN ERING TIGARD Minor Modification Type I Application PROPOSAL SUMMARY (Brief description) • Cm ro S4 a• e. d 4� ° R..e� Es,a.�ea sj.�,w.1z-- , REQUIRED SUBMITTAL ELEMENTS -'o PS N8 •., 'Rae• oVA"Tt•• 65 Q•e•.1 LA CILvAvtA X. Dw ner s Signature/Written ..ea?* $. ' V I r 4 L. F,..-f-44. .4. ■ T u Sc . A S,.,+ • • Authorization . -10,6%• QUetw el IIo Q "Jai %: Q : \ C.,.„C s. ..1 a X Title Transfer Instrument or Deed • , .,b /sA oow Q £' a.r .to .. •Q.G'd'e,1. cs re.r.•.e! X o e X.Site Plan(2 large plans drawn to scale • L o R Q )0 S 8 Cd's M. P*s i 6.44,e e.., e"!va POP ur •G/teMC4•+7 and one reduced to 8.5"xl nil pt 1 0 $ 3 e s w G R c."84-4 G iC/ Applicant's Statement/Narrative Property address/location(s): 1∎G wA,o hAc °t-7 ?2. 3 (2 copies)Address criteria in: TDC 18.360.050.B.1-11 j Oa Tax map and tax lot #(s): 0 Filing Fee .7®/ /s/3c 2 01300 ` Site size: I. /9- 4e,ee-g I I Applicant': 1)c -5,4,4,s t. 0. Pig,r- de I 0 9 3 o S Case No: VIID o?b!S-- dad/3 Address: w CmRdr@i.,evL a R-1 'T% Q n� o t 7� 3 Related Case No.(s): City/state: Zip: $7c.1 •uV Phone: ° 3 q-75 Email: 1> ° cart c s a f• J► )c C=' /4o<. ct Application Fee: 9 -►-i'o Application accepted: PROPERTY OWNER/DEED HOLDER(S)` [2}Same as Applicant B}: Date: 3'^30 'IS Name: 'Tit e a t T‘ o 4�° L c • lion't..ro pplica ^mined complete: �/Address: 1 t ° g-- 5 d' 1.. s s C�t Bs: Ls Date: " `� City/state:11 avo y Or e L d'y d Zip: 9 7 d 9 6' P:WN4?U IA•sten\Wd Ui.Arc.mns Rev.niNtatro Contact name: -n,- 5•w.4,s n 8. e A-r- Phone number: S ° 's 4-7 s cri'4' Cr ° .When the owner and the applicant are different people,the applicant must be the purchaser of record or a lessee in possession with written authorization from the owner or an agent of the owner.The owner(s)must sign this application in the space provided on the back of this form or submit a written authorization with this application. APPLICANT'S STATEMENT The applicant's statement must include a summary of the proposed changes.Criteria in either 18.360.050(B)or 18.330.020(B)(2)must be addressed with a detailed response to each criterion. Failure to provide the information needed to process the application would be reason to consider an application incomplete and delay review of the proposal. In addition,the Director must find that the proposed change is in compliance with all applicable requirements of Title 18 of the Tigard Development Code.To complete this review,the Applicant's proposal must include a discussion indicating how the site expansion/change will continue to comply with the maximum setback,building height,parking,and landscaping standards. Other requirements of this title such as dear vision,solid waste storage,non-conforming situations,signs,and tree removal may also be applicable depending on the type and location of the proposed modifications. City of Tigard • 13125 SW Hall Blvd. • Tigard,Oregon 97223 • wwwtigard-or.gov • 503-718-2421 • Page 1 of 2 I___ APPLICANTS To consider an application complete,you will need to submit ALL of the REQUIRED SUBMITTALELEMENTS as described on the front of this application in the"Required Submittal Elements"box. THE APPLICANT(S) SHALL CERTIFY THAT: • The above request does not violate auysleed restrictions thatsnay be attached to or imposed upon the subject property. • If the application is granted,the applicant will exercise the rights granted in accordance with the terms and subject to all the conditions and limitations of the approval. • All of the above statements and the statements in the plot plan,attachments,and exhibits transmitted herewith,are true;and the applicants so acknowledge that any permit issued,based on this application,may be revoked if it is found that any such statements are false. • The applicant has read the entire contents of the application,including the policies and criteria,and understands the requirements for approving or denying the application. SIGNATURES of each owner of the subject property required. 4 si B Pn "'r ow. C 3/96//'5' Applicant's signature Print name Date Shi ..r4 9 . [ n T a 3/-it I' Owner's signature Print name Date Owner's signature Print name Date ADDITIONAL OWNER/DEED HOLDER INFORMATION Name: �� tleTTACVEL Name: Address: Address: City/state: Zip: City/state: Zip: Signature: Signature: MINOR MODIFICATION APPLICATION City of Tigard • 13125 SW Hall Blvd. • Tigard,Oregon 97223 • www.tigard-or.gov • 503-718-2421 • Page 2 of 2 RECEIVED APR 16 2015 L. -rt- r :` own.„ " = , -1,..!,-... hp ,, ; ,,.• CITY OF TIGARD ;t . City of Tigard PLANNING/ENGINEERING ._; t. f.; 1 COMMUNITY DEVELOPMENT DEPARTMENT }'t.{tt ti, - ;pct TIGARI' ' Minor Modification Type I Application 4 vI„p-----,ws ,4 NW''A..a[W�IKP,.......0%,4. aVC'.. A...v➢∎u a,nw W:nMn J...kk ,---a. -.q?+-.,y .y+i. • PROPOSAL SUMMARY (Brief description) �.�• REQUIRED SUBMITTAL C-10.p. v er a►. a •.i b 43 s7 Q..+c.� Fo,t..1 a•. . e'Z."" ELEMENTS ~1-0 is e W 'R4e► AvA^r4•• C5 ••• e• LA cgi...sdtA � �rner's Signature/Written 'd r S- ' J.-r ..1 1, e-r..-rfte .c. ' '' '1•u e c • A •,-,.r. r Authorization ' Mans. 44sE4•� C4tlu if•. w woo s; t 1 C••∎•' C4 it/.i ^• Tit;e Transfer FnctrutnentorDeed • • 'f b /•t:A 0,114 Q. 4••s.o.r a» •. •mss%.tt a•a. rt'rr N 0 r! ft; e Q,•••% XSite Plan(2 large plans drawn to scale • 1, 46 Vii G. Y S to 4cr**L (>."4"I +'tut m n a Co v rew u' 'G *.J cA•r., and one reduced to 8.5na1 l'e ) l } O $' a St.1 c-it �6�+gw G iCrf �,( Applicant's Statement/”�aerttive Property address/location(s) d (2 copies)Address criteria et: ..-7-stG t,tin 4r•4 ei-7 22. 3 ',DC i S.360.050.13.1-1 i V. Tax map and tax lot #(s). R' billing Fte 70/c__,_ i'S/'3.;,f�bci,' 6) , Site size: 1. / 4 71047 e.s Applicant': 'pc. -Sb.,c.F ri t.3. PAr a< Cast No Pi MD ,q G t 5 .— (Ji i. /3 Address: t cs 13 e W C-ir'4•t-c?N9sie• G R.( Reined Case? o. } ct a zip: p -7..2 2 CAN,/state: -T s Q nti >.- 'lLi t,c> Application Fee: Phone: ° .�'. Email: 'n s c s S e .s CAvi<. c 9 -g-('0 Appl+cauon accepted. Br': S'kk' Date; 3 a '6 PROPERTY OVrNER/DEED HOLDER(S). r6 Same as.lpplica,t Name: --sm r °rA T t A Ito t-t c... . APPLCOI tt .,n'td•,.• uned c0501-401e: Address: t ' 4z S' t.,2 t a'1` t By _ _ Date: - City/state:\r Pooy v rr t L iii'7 +- Zip: a ? ' 9 ' GeolPIN\M.•••ia.,4 Vu SDsIN.Vns R*', YIh4FZOS4 Contact name.: -3""c ' tires n S'. ?4-r m Phone number: © -5 4-2 -s °ti-i' G 0 •When the owner and the applicant are different people,the applicant must be the purchaser of record or a lessee in possession with written authorization from the owner or an agent of the owner.The owners)must sign this application in the space provided on the back of this form or submit a written authorization with this application. APPLICANT'S STATEMENT The applicant's statement must include a summary of the proposed changes. Criteria in either 1 Ci.36().(153(Ii'or l .330 021)(13)(2)must be addressed with a detailed response to each criterion. Failure to provide the information needed to process the application would be reason to consider an application incomplete and delay review of the proposal. In addition,the Director must find that the proposed change is in compliance with all applicable requirements of Tide 18 of the Tigard Development Code.To complete this review, the Applicant's proposal must include a discussion indicating how the site expansion/change will continue to comply with the maNimum setback,building height,parking,and landscaping standards. Other requirements of this title such as clear vision,solid waste storage,non conforming situations,signs,and tree removal may also be applicable depending on the type and location of the proposed modifications. City of Tigard • 13125 SW Hall Blvd. • Tigard,Oregon 97223 • u'ww.tigard-or.gov • 503-718-2421 • Page 1 of 2 APPLICANTS To consider an application complete,you will need to submit ALL of the REQUIRED SUBMITTALELEMENTS as described on the front of this application in the"Required Submittal Elements"box. THE APPLICANT(S)SHALL CERTIFY THAT: • The above req iest does not violate any decd restrictions that may he attached to or imposed upon the subject pzoperj' • If the application is granted,the applicant will exercise the rights granted in accordance with the terms and subject to all the conditions and limitations of the approval. • All of the above statements and the statements in the plot plan,attachments,and exhibits transmitted herewith,are true;and the applicants so acknowledge that any permit issued,based on this application,may be revoked if it is found that any such statements are false_ • The applicant has read the entire contents of the application,including the policies and criteria,and understands the requirements for approving or denying the application. SIGNATURES of e.at h owner of the subject property required.(� �t -50f4 ./?H f3 PA T cR 03,/pbb Applicant's signature Print name Date 5,./4,..r.4 9 . .�T .4. 0 34 Owner's signature Print name Date Owner's signature Print mune Date ADDITIONAL OWNER/DEED HOLDER INFORMATION Name: _Alm 'i //Ar 4 Name: Address: /C-9-2-Sr 56✓ ®o'r7 '2n Address: Cirir/star era272-1 't'n Zip:F7-7 2? City/state: Zip: Signan rc 411. / 4 Signature: p- ar.•:rt::wrlWlnlu•emano4tw.w`+w""n+r.'�::_... samaaucw�w..`.W.:r.:":.awr.•n...w....+?.s.�.^.'ar r._VIAIIMIMPWWWIDA00.1.ntlW'W:.e,;(!'.4.X '-A rsY+.aw .L•.'.-•: MINOR MODIFICATION APPLICATION City of Tigard • 13125 S\Y' Hall Blvd • Tigard,Oregon 97223 • wwwtigard-or.gov • 503-718-2421 • Page 2 of 2 Washington County,Oregon 2014-078932 D-LEASE 12/10/2014 02:13:04 PM After recording return to: Stn=31 REED Shilo Inn Washington Square.LLC $25.00$11.00$5.00$20.00 $61.00 c/o Legal Department i,Richard rfobern cht,Director of Assessment and Taxation and ex• Oaicio County Clerk for Washington County,Oregon,do hereby 11600 SW Shilo Lane certify that the within instrument of writing was received and Portland,Oregon 97225 recorded in the boot of records of said county. Richard Hobemicht,Director of Send Tax Statements To: Assessment and Taxation,Ex-Officio No change RECEIVED APR 1 5 2015 ' MEMORANDUM OF SUBLEASE Assessor's Parcel Number: 1S135BD01300 CITY OF TIGARD �1 "NNING/ENGINEERING This Memorandum of Sublease is entered into by and between Shilo Inn,Washington Square,LLC,an Oregon limited liability company("Sublandlord"),and The OM Tigard,LLC,an Oregon limited liability company("Subtenant"). aSublandlord is a party to that certain ground lease dated January 31,1984 between West Coast s, Service Company,a general partnership,as Lessor,and William F.Brenner and Lorene Brenner,and Chi Tsung Pong and Wen Chu Pong,as Lessees,a memorandum of which was recorded November 15,1984 U under fee number 84044772,Records of Washington County,Oregon,together with any and all amendments thereto,including but not limited to the First Amendment(collectively referred to as the OD r.. "Ground Lease")for the real property commonly known as Shilo Inn,Washington Square and legally 0 described in Exhibit"A"attached hereto and incorporated herein for all purposes(the"Property"). r- O Effective as of the date of this Agreement and subject to the rights and remedies of the parties under the Ground Lease,Sub-landlord has subleased the Property to Subtenant pursuant to the Sublease agreement between the parties dated September 15,2014. This Memorandum of Sublease is being filed to give record notice of the Sublease,and nothing contained herein may be deemed in any way to modify or vary any of the terms or conditions of the Ground Lease or Sublease. Lu 1= c IN WITNESS WHEREOF,the parties hereto have executed this Memorandum of Sublease,effective as F of the 10 day of .1/Y Th" ,2014. T .2 'fa E SUBLANDLORD: • is Shilo Inn,Washington Square,LLC By: Cascade Hotel Corp.,its Manager By: 1? ri—ffa-.QAS- Printed Name: .C -\-U C. PA(cO'n4 Title: V■LA-- QY e.SK`ei" Page 1 of 5 Memorandum of Sublease-WA Square SUBTENANT: The OM Tigard,LLC BY: Printed Name: 'sh+R, s N i3• P evr- Title: STATE OF OREGON ) )Ss. COUNTY OF WASHINGTON ) br This instrument was acknowledged before me on �ecaa.4 w 8 20/'/ by Staci McDonald,V.P. of Cascade Hotel Corporation,statutory Manager of Shilo Inn,Washington Square,LLC,an Oregon limited liability corporation,on behalf of said Oregon limited liability company. Dated: /2/8/20/1 ` Print :„, - •e whe My commission expires rya. 5 '20 JAN ES ,y JAMES IIABERLE BOO NE T `. -j NOTARY PUBUCCS EOON COMMISSION N( 929411 MY COMMISSION EXPIRES JUNE 15,2018 (Use this space for notary stamp/seal) Page 2 of 5 Memorandum of Sublease-WA Square STATE OF OREGON lAHy10V1i&' )ss. COUNTY OF ) This instrument was acknowledged before me on Qt(L(ry1 t,r °1 t by Shirish Patel, Authorized Member/Manager of The OM Tigard,LLC,an Oregon limited liability corporation,on behalf of said Oregon limited liability company. Dated: [1tc.,.01 I 7-0 4 Notary Public W, I OFFICIAL STAMP rint Name �d('Z 106 WY) V v Pit�/)P4 L CANDICE DAWN WEISCHEDEL y commission expires a(P')8 �� NOT ARY PUBUC-OREGON I'"3. COMMISSION NO.925617 MY COMMISSION EXPIRES FEBRUARY 26,201$ (Use this space for notary stamp/seal) Page 3 of 5 Memorandum of Sublease-WA Square Order No.: 3626070178CDW-TTPOR50 EXHIBIT"A" A tract of land in the Northwest one quarter of Section 35,Township 1 South,Range 1 West of the Willamette Meridian,in the City of Tigard,County of Washington and State of Oregon,described as follows: Beginning at the Southwest corner of the D.L.Graham Donation Land Claim No.52,Township 1 South,Range 1 West of the Willamette Meridian,Washington County,Oregon and running thence East along the South line of said Donation Land Claim 1,007.9 feet to an iron pipe;thence North 0°28'East,843.9 feet to an Iron pipe on the East line of that certain tract of land conveyed to Andrew Wormsborg by deed recorded on Page 9 of Volume 201 of Washington County,Oregon,Deed Records,which point is the true place of beginning of the herein described tract;thence South 85°58'West,396.67 feet to a one inch iron shaft as reset as station 30+56.2 P.O.S.T.of Washington County Road Plat No.2043(S.W.Greenburg Road)survey of April 1967;thence along a curve to the right with a radius of 686.2 feet and a long chord which bears North 38°16'45"East,48.81 feet to a 3/4 inch iron pipe;thence along the East right of way of said County Road 2043,North 40°15'East,225.82 feet to a 3/4 inch iron pipe;thence South 74°24'East,228.29 feet to a one inch channel iron;thence South 00°16' West, 121.39 feet to a one inch iron pipe,the true point of beginning. EXCEPTING THEREFROM that portion thereof dedicated for street purposes by instrument recorded January 3, 1985,as Recorder's Fee No.85-000189. Together with a non exclusive easement for road and utility purposes over,under and across the following described portion of the Northwest one quarter of Section 35,Township 1 South,Range 1 West of the Willamette Meridian,in the City of Tigard,County of Washington and State of Oregon,more particularly described as follows: Beginning at the Southeast corner of that tract conveyed to Cary H.Cotton and wife by Deed Book 361,Page 583,which point bears South 88°10'West,643.8 feet and South 0 degrees 20'East,466.5 feet from the Southeast corner of Lot 5,ASHBROOK FARM;thence South 88°10'West,100 feet to the Southwest corner of said Cotton tract;thence North 0°20'West on the West line of said Cotton tract,200 feet;thence South 88°10' West on the South line of an easement described in Deed Book 433,Page 472,a distance of 100 feet to the West line of that tract conveyed to Conrad E.Anderson and wife,by Deed Book 254, Page 793;thence South 0°20'East along the West line of the Anderson tract a distance of 4.00 feet to a point which is 34.00 feet South of the center line of a connecting road known as Southwest Shady Lane,which point is also 16.00 feet North of the Northeast corner of that certain tract described in contract to Donald A.Forbes,et al,recorded in Book 1067, Page 109,Deed Records,and the true point of beginning of the parcel to be described;from said true point of beginning running West parallel to the center line of Southwest Shady Lane a distance of 15.00 feet;thence South 0°20'East,parallel to and 15.00 feet distant Westerly from the Westerly line of the aforementioned Anderson tract,a distance of 127 feet,more or less,to the Southwesterly line of the Burdick tract;thence South 73°17'00"East along the Southwesterly line of the Burdick tract a distance of 15.50 feet,more or less,to the Southeast corner of the Burdick tract,which point is also on the Westerly line of the Anderson tract;thence North 0°20'West along the Westerly line of the Anderson tract,a distance of 131.25 feet to the true point of beginning. Together with a non exclusive easement recorded July 20,1979 as Fee 79-028579 for road and utility purposes over,under and across the following described portion of the Northwest one quarter of Section 35,Township 1 South,Range 1 West of the Willamette Meridian. in the City of Tigard,County of Washington and State of Oregon,more particularly described as follows: Beginning at the Southeast corner of that tract conveyed to Cary H.Cotton and wife by Deed Book 361,Page 583,which point bears South 88°10'West,643.8 feet and South 0°20'East,466.5 feet from the Southeast corner of Lot 5,ASHBROOK FARM;thence South 88°10'West,100 feet to the Southwest corner of said Cotton tract;thence North 0°20'West on the West line of said Cotton tract,200 feet;thence South 88°10'West on the South line of an easement described in Deed Book 433,Page 472,a distance of 100 feet to the West line of that FDOR0553.rdw EXHIBIT"A" (Continued) tract conveyed to Conrad E.Anderson and wife,by Deed Book 254,Page 793;and the true point of beginning of the parcel to be described;from said true point of beginning running South 0°20'East on the West line of the Anderson tract,a distance of 155.25 feet;thence North 89°40'East,a distance of 15.00 feet;thence North 0°20' West a distance of 155.25 feet,more or less,to a point on the South line of that certain easement described in instrument recorded in Book 433,Page 472,Deed Records;thence South 88°10'West along the Southerly line of said easement a distance of 15.00 feet, more or less,to the point of beginning. Together with an easement recorded March 22, 1984 as Fee No.84-010838 for drainage purposes over a strip of land 5.0 feet in width lying 5.0 feet Westerly and adjacent to the following described line: Beginning at the Southwest corner of the D.L.Graham Donation Land Claim No.52,Township 1 South, Range 1 West of the Willamette Meridian,Washington County,Oregon and running thence East along the South line of said Donation Land Claim 1,007.9 feet to an iron pipe;thence North 0°28'East,572.9 feet to an iron pipe on the East line of that certain tract of land conveyed to Andrew Wormsborg by Deed as recorded on Page 9 of Volume 201 of Washington County,Oregon,Deed Records;thence South 85°08'West,525.9 feet to a point in County Road No. 179,which point is on the West line of said Wormsborg tract;thence North along said West line and in said County Road 187.1 feet to a point;thence North 40°00'East along the Northwesterly line of said Wormsborg tract and in said County Road 125.4 feet to a point;thence North 85°58'East,447.5 feet to an iron pipe on the East line of said Wormsborg tract to the true point of beginning of the hereinbefore mentioned easement line;thence South°28'West along the East line of said Wormsborg tract 110 feet,more or less,to Fanno Creek and the end of said easement line. FDOR0553.rdw Washington County,()regal 2014-078933 0-M TRUST DEED Stn=3 I REED 12/10/2014 02:13:04 PM 345.00$11.00 85.00$20.00 $81.00 The OM Tigard,LLC and I,Richard HObxnkht,Director of Assessment and Taxation and Ex• g dace toady clerk for Washington county.Oregon,do hereby Shirish B.Patel certify that the within instrument of writing was received end 11042 SE 121"Ct recorded In am boot of records of said corny. Clackamas,Oregon 97015 Richard Hobemicht Director of Assessment and Taxation,Ex-Officio Grantor's Name and Address Shilo Inn,Washington Square,LLC 11600 SW Shilo Lane Portland,Oregon 97225 Beneficiary's Name and Address After recording,return to: Shilo Management Corporation Attn: Legal Department 11600 SW Shilo Lane Portland,Oregon 97225 Space Reserved for Recorder's Use This Trust Deed,made on September 15,2014,between The OM Tigard,LLC,an N Oregon limited liability company,and Shirish B.Patel,collectively,Grantor,and Charles R. Markley,as Trustee,and Shilo Inn,Washington Square,LLC,an Oregon limited liability company,as Beneficiary. WITNESSETH: p Grantor irrevocably grants,bargains,sells and conveys to Trustee,in trust,with power of r sale the property in Washington County,Oregon,described in Exhibit A(the"Property") 0 attached hereto and incorporated herein,together with all and singular the tenements, A hereditaments,and appurtenances and all other rights thereunto belonging or in any way now or Ahereafter appertaining,and the rents,issues and profits thereof,and all fixtures now or hereafter attached to or used in connection with the Property. The interest granted herein is on Grantor's ILL leasehold interest in the Property. This instrument is also the grant of a security interest under the Uniform Commercial F Code. Grantor hereby grants to Beneficiary a security interest in all the furniture,fixtures,and L equipment used in or about the Property including but not limited to all of the beds,tables, chairs,television sets,cabinets,chests of drawers,mirrors,coffee makers,hair dryers,office 10- furniture,lobby furniture,pool equipment,and housekeeping equipment. Grantor also grants to eS Beneficiary a security interest in all of the rents,issues,proceeds and profits of the Property including but not limited to all income from the letting of hotel rooms and all other income received from hotel operations. TRUST DEED Page 1 THE INTERESTS GRANTED HEREIN ARE FOR THE PURPOSE OF SECURING PERFORMANCE of each agreement of Grantor herein contained and payment of the sum of FIVE HUNDRED THOUSAND DOLLARS($500,000.00),with interest thereon according to the terms of a promissory note(the"Note")of even date herewith,payable to Beneficiary or order and made by Grantor,the payment of principal and interest,if not sooner paid,to be due and payable within sixty(60)months of execution.. Grantor has previously submitted to Beneficiary preliminary plans to upgrade and improve the Property. Grantor shall,not later than October 1,2014,submit to Beneficiary for Beneficiary's approval,which will not be unreasonably withheld or delayed,updated plans for the improvement of the Property. Grantor agrees to invest not less than Five Hundred Thousand Dollars($500,000.00)to improvements to the Property and to replace the Hotel roof and have such improvements completed in accordance with the terms of the Sublease of even date. To protect the security of this trust deed,Grantor Agrees to all of the following: 1. Concurrently with the execution of this Trust Deed,Grantor and Beneficiary are entering into a lease(the"Sublease")of the land described at Exhibit A,under which Beneficiary is Landlord and Grantor is Tenant. Grantor agrees to perform all of the covenants and conditions required of Tenant under the Sublease;and a breach of the Sublease is a default by Grantor under this Trust Deed. 2. Grantor agrees to protect,preserve and maintain the Property in good condition and repair, not to remove or demolish any building or improvement thereon;and not to commit or permit any waste of the Property. 3. Grantor agrees to complete or restore promptly and in good and habitable condition any building or improvements which may be constructed,damaged or destroyed thereon,and pay when due all cost incurred therefor. 4. Grantor agrees to comply with all laws,ordinances,regulations,covenants,conditions and restrictions affecting the Property;if the Beneficiary so requests,Grantor agrees to join in executing such financing statements pursuant to the Uniform Commercial Code as the Beneficiary may require,and to pay for filing the same in the proper public office or offices,as well as the cost of all lien searches made by filing officers or searching agencies as may be deemed desirable by the Beneficiary. 5. Grantor agrees to provide and continuously maintain insurance on the buildings and other improvements on the Property against loss or damage by fire and other hazards,as the Beneficiary may from time to time require,in an amount not less than the full replacement cost of the buildings and other improvements and the furniture,fixtures and equipment used in and around the Property. The policy or policies shall be written by companies acceptable to Beneficiary,and the Beneficiary shall be a loss payee. All of the policies shall provide that such policy may not be cancelled without first giving Beneficiary not less than thirty(30)days advanced notice of such intended cancellation. If Grantor shall fail for any reason to procure any such insurance,and to deliver the policies to Beneficiary at least fifteen(15)days prior to the TRUST DEED Page 2 expiration of any policy of insurance now or hereafter placed on the buildings or other improvements,the Beneficiary may procure the same at Grantor's expense,and may,at Beneficiary's option,treat the failure to procure insurance as a breach of this Trust Deed. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured hereby and in such order as Beneficiary may determine,or at the option of Beneficiary,the entire amount so collected,or any part thereof,may be released to Grantor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. 6. Grantor agrees to keep the Property free from construction liens,and to pay all taxes, assessments and other charges that may be levied or assessed upon or against the Property before any part of such taxes,assessments and other charges becomes past due or delinquent and promptly deliver receipts therefor to Beneficiary. Grantor shall pay Beneficiary reserves for taxes at the times and in the amounts set forth in the Sublease. Should Grantor fail to make payment of any taxes,assessments,insurance premiums,liens or other charges payable by Grantor,either by direct payment or by providing Beneficiary with the fluids with which to make such payment,Beneficiary may,at its option make payment thereof,and the amount so paid, with interest at the greater of twelve percent(12%)per annum or five percent(5.0%)higher than the interest rate then applicable under the Note shall be added to and become a part of the debt secured by the Trust Deed,without waiver of any rights arising from breach of any of the covenants hereof. For such payments,with interest as stated herein,the Property,as well as the Grantor,shall be bound in the same extent that they are bound for the payment of the Note. All such payments shall be immediately due and payable,without notice,and the nonpayment thereof shall,at the option of Beneficiary,render all sums secured by this Trust Deed immediately due and payable and shall constitute a breach of this Trust Deed. 7. Grantor agrees to pay all costs,fees and expenses of this trust,including but not limited to the cost of title search,as well as the other costs and expenses of the Trustee incurred in connection with or in enforcing this obligation,and trustee and attorney fees actually incurred. Beneficiary's right to have Grantor pay the attorney fees and expenses of the Trustee and/or the Beneficiary shall also apply to any proceeding in Bankruptcy. 8. Grantor shall appear in and defend any action or proceeding purporting to affect the security, rights or powers of Beneficiary or Trustee;and in any suit,action or proceeding in which the Beneficiary or Trustee may appear,including any suit for foreclosure of this trust deed or any suit or action related to this instrument,including but not limited to its validity and/or enforcement,and including but not limited to any proceeding in Bankruptcy, to pay all costs and expenses,including evidence of title and the Beneficiary's or Trustee's attorney fees. The amount of attorney fees for any appearance in any suit,action,Bankruptcy court,or other proceeding shall be fixed by the court in which such appearance is made,including additional fees to be fixed and awarded by the appellate court in the event of any appeal. 9. In the event that any potion or all of the Property shall be taken under the right of eminent domain or condemnation,Beneficiary shall have the right,if Beneficiary so elects,to require that all or any portion of the monies payable as compensation to Grantor for such taking shall be first applied to Beneficiary's costs and attorney fees,if any,both in the trial and appellate courts, TRUST DEED Page 3 necessarily paid or incurred by Beneficiary in such proceedings,and the balance applied to the Note until the Note is paid in full. Grantor agrees,at its own expense,to take such actions and execute such instruments as shall be necessary in obtaining such compensation promptly upon Beneficiary's request. 10. At any time,and from time to time,upon written request of Beneficiary,payment of its fees, and presentation of this Trust Deed and Note for endorsement(in case of full reconveyance,for cancellation)without affecting the liability of any person for the payment of the indebtedness, Trustee may(a)consent to the making of any map or plat of the Property,(b)join in granting any easement or creating any restriction thereon;(c)join in any subordination or other agreement affecting this Trust Deed or the lien or charge thereof;or(d)reconvey,without warranty,all or any part of the Property. The grantee in any reconveyance may be described as the"person or persons legally entitled thereto,"and the recitals therein of any matters or facts shall be conclusive proof of the truthfulness thereof. 11. Upon any default by Grantor,Beneficiary may,at any time without notice,either in person, by agent,or by a receiver to be appointed by a court,and without regard to the adequacy of any security for the indebtedness hereby secured,enter upon and take possession of the Property or any part thereof,in its own name,sue or otherwise collect the rents,issues and profits,including those past due and unpaid,and apply the same,less costs and expenses of operation and collection,including reasonable attorney fees,upon any indebtedness secured hereby,and in such order as Beneficiary may determine. Upon any application for receiver,Beneficiary or Shilo Management Corporation,or such other person or entity as Beneficiary may select may be appointed receiver. 12. The entering upon and taking possession of the Property,the collection of such rents,issues and profits,or the proceeds of fire and other insurance policies or compensation or awards for any taking or damage to the Property,and the application or release thereof as stated herein,shall not cure or waive any default or notice of default hereunder,or invalidate any act done pursuant to such notice. 13. Upon default by Grantor in payment of any indebtedness secured hereby or in Grantor's performance of any agreement hereunder,including but not limited to the Sublease,time being the essence with respect to such payment and/or performance,Beneficiary may declare all sums secured hereby immediately due and payable. In such event,the Beneficiary may elect to proceed to foreclose this Trust Deed in equity as a mortgage or direct the Trustee to foreclose this Trust Deed by advertisement and sale,or may direct the Trustee to pursue any other right or remedy,either at law or in equity,which Beneficiary may have. In the event Beneficiary elects to foreclose by advertisement and sale,the Beneficiary or the Trustee shall execute and cause to be recorded a written notice of default and election to sell the Property to satisfy the obligations secured hereby,whereupon the Trustee shall fix the time and place of sale,give notice thereof as then required by law and proceed to foreclose this Trust Deed in the manner provided by ORS 86.735 to ORS 86.795. 14. After the Trustee has commenced foreclosure by advertisement and sale,and at any time prior to five(5)days before the date the Trustee conducts the sale,the Grantor or any other TRUST DEED Page 4 person so privileged by ORS 86.753 may cure the default or defaults. If the default consists of a failure to pay,when due,sums secured by the Trust Deed,the default may be cured by paying the entire amount due at the time of the cure other than such portion as would not be due had no default occurred. Any other default that is capable of being cured may be cured by tendering the performance required under the obligation or Trust Deed. In any case,in addition to curing the default or defaults,the person effecting the cure shall pay to the Beneficiary all costs and expenses actually incurred in enforcing the obligation of the Trust Deed,together with Trustee and attorney fees not exceeding the amounts provided by law. 15. If the default or defaults are not cured as described in section 14 above,the sale shall be held on the date and at the time and place designated in the notice of sale or the time to which the sale may be postponed as provided by law. The Trustee may sell the Property either in one parcel or in separate parcels and shall sell the parcel at auction to the highest bidder for cash,payable at the time of sale. Trustee shall deliver to the purchaser its deed in form as required by law conveying the Property so sold,but without any covenant or warranty,express or implied. The recitals in the deed of any matters of fact shall be conclusive proof of the truthfulness thereof. Any persons,excluding the Trustee,but including the Grantor and Beneficiary,may purchase at the sale. 16. When the Trustee sells pursuant to the powers provided herein,Trustee shall apply the proceeds of sale to payment of:(1)the expenses of sale,including the compensation of the Trustee and a reasonable charge by Trustee's attorney;(2)to the obligation secured by the Trust Deed;(3)to all persons having recorded liens subsequent to the interest of the Trustee in the Trust Deed as their interests may appear in the order of their priority;and(4)the surplus,if any, to the Grantor,or to any successor in interest entitled to such surplus. 17. Beneficiary may,from time to time,appoint a successor or successors to any trustee named herein or to any successor trustee appointed hereunder. Upon such appointment,and without conveyance to the successor trustee,the latter shall be vested with all title,powers and duties conferred upon any trustee herein named or appointed hereunder. Each such appointment and substitution shall be made by written instrument executed by Beneficiary,which,when recorded in the mortgage records of the county or counties in which the Property is situated,shall be conclusive proof of proper appointment of the successor trustee. 18. Trustee accepts this trust when this Trust Deed,duly executed and acknowledged,is made a public record as provided by law. Trustee is not obligated to notify any party herein of pending sale under any other deed of trust or of any action or proceeding in which Grantor,Beneficiary or Trustee shall be a party unless such notice or proceeding is brought by Trustee. 19. The Grantor covenants to and agrees with the Beneficiary and the Beneficiary's successors in interest that the Grantor lawfully owns a sub-leasehold interest in the Property pursuant to the Sublease described above and that the Grantor will warrant and forever defend such interest against all persons whomsoever. 20. The Grantor warrants that the proceeds of the loan represented by the Note described above and this Trust Deed are for business or commercial purposes. TRUST DEED Page 5 21. The Trust Deed applies to and inures to the benefit of and binds all parties hereto,their heirs, legatees,devisees,administrators,executors,personal representatives,successors and assigns. 22. In construing this Trust Deed,it is understood that the Grantor,Trustee and/or Beneficiary may each be more than one person;that if the context so requires,the singular shell be taken to mean and include the plural,and that generally all grammatical changes shall be made,assumed and implied to make the provisions hereof apply equally to corporations,limited liability companies,other business entities,and to individuals. IN WITNESS WHEREOF,The Grantor has executed this instrument the day and year first written above. The OM Tigard,LLC By i4AN Pb 4 C d`/NI BY S».r.sN O• P4-T c Shirish B.Patel,individually STATE OF OREGON,County of (.LRwt Ars )ss. This instrument was acknowledged before me on 3644.10.1641-8' ,2014, by SIn:r:San PA4t-t as Mu•rnQR,v of The OM Tigard,LLC. v Notary Public for Oregon My commission expires 1. t 5,znl , OFRCVL SEAL BRANDON dAM151 HA It .'� YYCO MN6'LIONWINESJUNE 04, TRUST DEED Page 6 STATE OF OREGON,County of L't.At.1GRo+‘AS )ss. This instrument was acknowledged before me on 5g Pit-mats&8 8 ,2014, by Shirish B.Patel. Notary Public for Oregon My commission expires v OFFICIAL BEAL BRANDON JAMES HAUSEMAN NOTARY PUSE104RIGON `/ COMMISSION Na I6eo32 MY COMMISSION WIRES JUNE 011.201S REQUEST FOR FULL RECONVEYANCE TO: ,Trustee The undersigned is the legal owner and holder of all indebtedness secured by the foregoing Trust Deed. All sums secured by the Trust Deed have been fully paid and satisfied. You hereby are directed,on payment to you of any sums owing to you under the terms of the Trust Deed or pursuant to statute,to cancel all evidences of indebtedness secured by the Trust Deed which are delivered to you herewith together with the Trust Deed)and to reconvey, without warranty,to the parties designated by the terms of the Trust Deed,the estate now held by you under the same. Mail the reconveyance documents to Dated Beneficiary TRUST DEED Page 7 Exhibit A A tract of land in the Northwest one-quarter of Section 35, Township 1 South, Range 1 West of the Willamette Meridian, in the City of Tigard, County of Washington and State of Oregon, described as follows: Beginning at the Southwest corner of the D.L. Graham Donation Land Claim No.52,Township 1 South, Range 1 West of the Willamette Meridian,Washington County,Oregon and running thence East along the South line of said Donation Land Claim 1,007.9 feet to an iron pipe;thence North 0 degrees 28'East 843.9 feet to an iron pipe on the East line of that certain tract of land conveyed to Andrew Wormsborg by deed recorded on Page 9 of Volume 201 of Washington County,Oregon,Deed Records,which point is the true place of beginning of the herein described tract;thence South 85 degrees 58'West 396.67 feet to a one inch iron shaft as reset as station 30+56,2 P.O.S.T. of Washington County Road Plat No. 2043 (S.W. Greenburg Road) survey of April 1967; thence along a curve to the right with a radius of 686.2 feet and a long chord which bears North 38 degrees 16'45"East 48.81 feet to a 3/4 inch iron pipe;thence along the East right of way of said County Road 2043.North 40 degrees 15'East 225.82 feet to a 3/4 inch iron pipe;thence South 74 degrees 24'East 228.29 feet to a one inch channel iron; thence South 00 degrees 16'West 121.39 feet to a one inch iron pipe,the true point of beginning. EXCEPTING THEREFROM that portion thereof dedicated for street purposes by instrument recorded January 3, 1985,as Recorder's Fee No.85000189. Together with a non-exclusive easement for road and utility purposes over, under and across the following described portion of the Northwest one-quarter of Section 35, Township 1 South, Range 1 West of the Willamette Meridian, in the City of Tigard,County of Washington and State of Oregon, more particularly described.as follows: Beginning at the Southeast corner of that tract conveyed to Cary H.Cotton and wife by Deed Book 361, Page 583,which point bears South 88 degrees 10'West 643.8 feet and South 0 degrees 20'East 466.5 feet from the Southeast corner of Lot 5,ASHBROOK FARM; thence South 88 degrees 10' West 100 feet to the Southwest corner of said Cotton tract;thence North 0 degrees 20'West on the West line of said Cotton tract 200 feet; thence South 88 degrees 10' West on the South line of an easement described in Deed Book 433,Page 472,a distance of 100 feet to the West line of that tract conveyed to Conrad E. Anderson and wife, by Deed Book 254, Page 793; thence South 0 degrees 20'East along the West line of the Anderson tract a distance of 4.00 feet to a point which is 34.00 feet South of the center line of a connecting road known as Southwest Shady Lane,which point is also 16.00 feet North of the Northeast corner of that certain tract described in contract to Donald A. Forbes,et al,recorded in Book 1067, Page 109, Deed Records, and the true point of beginning.of the parcel to be described; from said true point of beginning running West parallel to the center line of Southwest Shady Lane a distance of 15.00 feet;thence South 0 degrees 20'East, parallel to and 15.00 feet distant Westerly from the Westerly line of the aforementioned Anderson tract, a distance of 127 feet, more or less,to the Southwesterly line of the Burdick tract; thence South 73 degrees 17'00"East along the Southwesterly line of the Burdick tract a distance of 15.50 feet, more or less,to the Southeast corner of the Burdick tract, which point is also on the Westerly line of the Anderson tract; thence North 0 degrees 20'West along the Westerly line of the Anderson tract,a distance of 131.25 feet to the true point of beginning. Together with a non-exclusive easement recorded July 20, 1979 as Fee 79028579 for road and utility purposes over, under and across the following described portion of the Northwest one-quarter of Section 35, Township 1 South, Range 1 West of the Willamette Meridian,in the City of Tigard,County of Washington and State of Oregon,more particularly described as follows: Beginning at the Southeast corner of that tract conveyed to Cary H. Cotton and wife—by-Deed Book 361, Page 583,which point bears South 88 degrees 10'West 643.8 feel and South 0 degrees 20'East 466.5 feet from the Southeast corner of Lot 5,ASHBROOK FARM; thence South 88 degrees 10' West 100 feet to the Southwest corner of said Cotton tract;thence North 0 degrees 20'West on the West line of said Cotton tract 200 feel; thence South 88 degrees 10' West on the South tine of an easement described in Deed Book 433, Page 472,a distance of 100 feet to the West line of that tract conveyed to Conrad E. Anderson and wife, by Deed Book 254, Page 793; and the true point of beginning of the parcel to be described;from said true point of beginning running South 0 degrees 20'East on the West line of the Anderson tract, a distance of 155.25 feet; thence North 89 degrees 40'East, a distance of 15.00 feet;thence North 0 degrees 20'West a distance of 155.25 feet, more or less, to a point on the South line of that certain easement described in instrument recorded in Book 433, Page 472, Deed Records; thence South 88 degrees 10'West along the Southerly line of said easement a distance of 15.00 feet,more or less,to the point of beginning. Together with an easement recorded March 22, 1984 as Fee No.84-010838 for drainage purposes over a strip of land 5.0 feet in width lying 5.0 feet Westerly and adjacent to the following described line. Beginning at the Southwest corner of the D.L.Graham Donation Land Claim No. 52,Township 1 South, Range 1 West of the Willamette Meriden,Washington County.Oregon and running thence East along the South line of said Donation Land Claim 1,007.9 feet to an iron pipe;thence North 0 degrees 28' East, 572.9 feet to an iron pipe on the East line of that certain tract of land conveyed to Andrew Wormsborg by Deed as recorded on Page 9 of Volume 201 of Washington County, Oregon, Deed Records;thence South 85 degrees 08'West,525.9 feet to a point in County Road No. 179,which point is on the West line of said Wormsborg tract;thence North along said West Ilne and in said County Road 187.1 feet to a point;thence North 40 degrees 00'East along the Northwesterly line of said Wormsborg tract and in said County Road 125.4 feet to a point;thence North 85 degrees 58'East,447,5 feet to an iron pipe on the East line of said Wormsborg tract to the true point of beginning of the hereinbefore mentioned easement line;thence South 0 degrees 28'West along the East line of said Wormsborg tract 110 feet,more or less,to Fenno Creek and the end of said easement fine. Washington County.Oregon 2014-078934 D 12/10/2014 02:13:04 PM After Recording Return to: Stn.-31 REED $115.00$1 1.00$5.00 520 00 $151.00 Luther C.Curtis,Esq. - Richard ttbernlcht,Director of Assessment and Taxation and Ea Officio Count,Clerk for Washington County.Oregon.do hereby Miller&Martin PLLC cerby that the wrhln instrument of wrong was received and 1 180 West Peachtree Street,N.W. recorded in the book of records of sod county. Suite 2100 Richard Hobernicht,Director of Atlanta,Georgia 30309 Assessment and Taxation,Ex-Officio STATE OF OREGON COUNTY OF WASHINGTON LEASEHOLD MORTGAGE THIS LEASEHOLD MORTGAGE (this"Instrument")is made and entered into as of the day of OC{olrztr ,2014 by THE OM TIGARD,LLC,an Oregon limited liability company("Borrower"), • having an address of °" S es t a t"C'r • 1 4'#v ";ftn favor of ACCESS POINT FINANCIAL, INC., a Delaware corporation (together with its successors and assigns, "Lender"), Lender having a business address of 1 Ravinia Drive, Suite 900, Atlanta, Georgia 30346, this Instrument being given to secure the Secured Indebtedness (as hereinafter defined), which includes a loan in a principal amount not to exceed ONE THOUSAND and No/100 Dollars($1,000.00)at any one time outstanding(the "Loan"),maturing ON DEMAND(the"Maturity Date"). WITNESSETH: WHEREAS,Borrower and Lender have entered into that certain Equipment Loan Agreement dated `-- of even date herewith (together with all amendments, extensions, modifications, restatements, and p supplements thereto, being referred to hereinafter as the "Loan Agreement") (all capitalized terms used herein and not otherwise defined shall have the same meanings given to such terms in the Loan Agreement); WHEREAS, pursuant and subject to the Loan Agreement,the Lender has agreed to lend Borrower t� the Loan as evidenced by that certain Demand Promissory Note dated June 20,2014 in the principal face amount of ONE THOUSAND and No/100 Dollars ($1,000.00) maturing on the Maturity Date, or such f earlier date as may be provided under the Loan Agreement, together with any renewals, modifications, o� • consolidations and extensions thereof and amendments thereto(the"Note"); 0 WHEREAS, Borrower is the owner of a sub-leasehold interest in the real property described on .o Exhibit"A"attached hereto and incorporated herein by reference;and fY e WHEREAS,Lender has required the execution of this Instrument as a condition to the Loan; 6i s NOW, THEREFORE, Borrower, in consideration of the Secured Indebtedness (as hereinafter defined) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, irrevocably grants,bargains, sells,remises, aliens,assigns,transfers,pledges,conveys, sets over and confirms to Lender and the successors,successors in title,and assigns of Lender,(but,no right in greater than or extending beyond the rights of Borrower under the"Sublease",as hereinafter defined,and fully subject to the terms, conditions, covenants,agreements, and obligations of the Sublease and all and each of the rights of the landlord thereunder)subject to the further terms of this Instrument,all of Borrower's right,title,interest,benefits and privileges in and to any of the following property(collectively,the"Secured Property"): All of Borrower's right,title interest, benefits and privileges arising out of that certain Sublease dated as of 11:)J?JAjii / %V, 2014, between Shilo Inn, Washington Square LLC ("Sublandlord") and Borrower,a memorandum of which is to be recorded in the Records of Washington County,Oregon,which Sublease encumbers that certain tract or parcel of land located in Washington County,Oregon described in Exhibit A attached hereto and incorporated herein by this reference,together with all right,title,and interest of Borrower,including any after-acquired title or reversion,in and to the rights-of-ways,streets,and alleys adjacent thereto, all easements, and licenses, appertaining thereto, all strips and gores of land adjacent thereto, all vaults, sewers, sewer rights,waters, water courses,water rights and powers, pumps, pumping plants,pipes,flumes,and ditches appertaining thereto,all oil,gas,and other minerals located thereunder,all shrubs,crops,trees,timber and other emblements now or hereafter located thereon, and all estates,rights, titles, interests, privileges, liberties,tenements, hereditaments,and appurtenances whatsoever, in any way belonging, relating to, or appertaining to any of the foregoing(collectively hereinafter referred to as the "Land"); TOGETHER WITH all right,title and interest of Borrower in and to all policies of insurance and all condemnation proceeds,which in any way now or hereafter belong,relate,or appertain to the Land,or any part thereof; TOGETHER WITH all oil, gas and other hydrocarbons and other minerals produced from or allocated to the Land and all products processed or obtained therefrom,and the proceeds thereof; TO HAVE AND TO HOLD the Secured Property and all parts,rights,members,and appurtenances thereof,to the use,benefit and behoof of Lender and the successors,successors in title and assigns of Lender forever subject to the terms and conditions herein. THIS Instrument is given to secure the following obligations (collectively, the "Secured Indebtedness")in such order of priority as may be determined pursuant to the Loan Agreement: all indebtedness of Borrower under the Note which amount shall be secured hereby with priority effective as of the date hereof; any and all future advances made pursuant to the Note,this Instrument and any of the other Loan Documents by the Lender to or for the benefit of Borrower,direct or indirect,together with interest, fees,costs,and other amounts hereafter arising; the full and prompt payment and performance of any and all other obligations and covenants of Borrower to Lender under the terms of any other Loan Documents; any and all additional advances made by the Lender to protect or preserve the Secured Property or the lien hereof on the Secured Property,or to pay taxes,to pay premiums on insurance on the Secured Property or to repair or maintain the Secured Property, or to complete improvements on the Secured Property(whether or not the original Borrower remains the owner of the Secured Property at the time of such advances and whether or not the original Lender remain the owner of the Secured Indebtedness and this Instrument); any and all expenses incident to the collection of the Secured Indebtedness and the foreclosure hereof by action in any court or by exercise of the power of sale herein contained, including, without limitation,reasonable attorneys'fees and costs of collection actually incurred. PROVIDED ALWAYS,SHOULD THE INDEBTEDNESS BE PAID according to the tenor and effect thereof when the same shall become due and payable,and should Borrower perform all covenants herein contained in a timely manner,then this Instrument shall cease and be null and void;otherwise to remain in full force and effect. Borrower further covenants and agrees with Lender as follows: ARTICLE 1. Covenants of Borrower Section 1.1 Title to the Secured Property. Borrower warrants that:(i)it is lawfully seized and possessed of the Secured Property and that subject to the terms and conditions of the Sublease has good right to convey the same; (ii) it has full power and lawful authority to encumber the Secured Property in the manner and form herein set forth; (iii)it owns or will own all Improvements;(iv)this Instrument creates a valid and enforceable security title, security interest, and lien on the Secured Property; and (v) it will preserve such title, and will forever warrant and defend the same to Lender and will forever warrant and defend the validity and priority of the lien hereof against the claims of all persons and parties whomsoever. Section 1.2 Maintenance of the Secured Property. (a) Borrower shall keep the buildings, parking areas,roads and walkways,recreational facilities, landscaping and all other improvements of any kind now or hereafter erected on the Secured Property or any part thereof in good condition and repair,will not commit or suffer any waste or will not do or suffer to be done anything which would or could increase the risk of fire or other hazard to the Secured Property or any other part thereof or which would or could result in the cancellation of any insurance policy carried with respect to the Secured Property. (b) Borrower shall not remove,demolish or alter the structural character of the Secured Property without the prior written consent of Lender. Borrower shall not remove or permit to be removed from the Secured Property any item or items referred to in this Instrument which are or may hereafter be in any way attached or affixed to the Land or to any improvement thereon. (c) If the Secured Property or any part thereof is damaged by fire or other cause, Borrower will give prompt written notice thereof to Lender. (d) Lender and any persons authorized by Lender shall have the right to enter upon and inspect the Secured Property and to make or cause to be made such investigations and analyses thereof as Lender deems necessary at all reasonable times and upon reasonable prior notice,and access thereto shall be permitted for such purposes. (e) Borrower will promptly comply with all present and future laws,ordinances,orders, rules and regulations of any governmental authority affecting the Secured Property or any part thereof. (f) If all or any part of the Secured Property shall be damaged by fire or other casualty, Borrower will promptly restore the Secured Property to the equivalent of its original condition or payoff the Secured Indebtedness; and if a part of the Secured Property shall be damaged through condemnation, Borrower will promptly restore,repair or alter the remaining portions of the Secured Property in a manner reasonably satisfactory to Lender in accordance with the Loan Documents. (g) Borrower shall not,directly or indirectly,initiate,join in or consent to any change in any private restrictive covenant, zoning ordinance or other public or private restrictions applicable to the Secured Property or any part thereof or interest therein without the prior written consent of Lender, such consent not to be unreasonably withheld, conditioned or delayed, and no such action, vote, consent or the like taken or given by Borrower with respect to the Secured Property or any part thereof or interest therein shall be effective without such prior written consent. Section 1.3 Insurance. Borrower, at its sole cost, for the mutual benefit of Borrower and Lender,shall obtain and maintain during the Term the following policies of insurance: (a) Property insurance insuring against loss or damage customarily included under so called "all risk" or "special form" policies including fire, lightning, flood, earthquake, vandalism, and malicious mischief, boiler and machinery and, if available,coverage for damage or destruction caused by "War" , if available, and the"certified"(as defined in the Terrorism Risk Insurance Act of 2002)acts of terrorists (or such policies shall have no exclusion from coverage with respect thereto) and such other insurable hazards as,under good insurance practices,from time to time are insured against for other property and buildings similar to the Property in nature, use, location, height, and type of construction. Such insurance policy shall also insure costs of demolition and increased cost of construction(which insurance for demolition and increased cost of construction may contain a sub-limit satisfactory to Lender). Each such insurance policy shall(i)be in an amount equal to the greater of(A)one hundred percent(100%)of the then replacement cost of the Improvements without deduction for physical depreciation,and(B)such amount as is necessary so that the insurer would not deem Borrower a co-insurer under such policies, (ii) have deductibles no greater than the lesser of$100,000 or five percent (5%) of Net Operating Income per occurrence,and(iii)contain an agreed amount replacement cost endorsement with a waiver of depreciation, and shall cover, without limitation, all tenant improvements and betterments that Borrower is required to insure pursuant to any Lease on a replacement cost basis. If the insurance required under this subparagraph is not obtained by blanket insurance policies, the insurance policy shall be endorsed to also provide guaranteed building replacement cost to the Improvements and such tenant improvements in an amount to be subject to the consent of Lender,which consent shall not be unreasonably withheld,but in all events,not less than would be required to restore the Property following a Casualty. Lender shall be named Lender Loss Payee on a Standard Mortgagee Endorsement. (b) Flood insurance if any part of the Property is located in an area identified by the Federal Emergency Management Agency as an area having special flood hazards,in an amount at least equal to the lesser of: (i)the greater of(A)the then full replacement cost of the Property without deduction for physical depreciation and(B)the unpaid Principal and(ii)the maximum limit of coverage available under the National Flood Insurance Plan with respect to the Property; provided, however, that Lender shall be entitled to require flood insurance in amounts greater than the foregoing,in its discretion. (c) Public liability insurance, including(i) "Commercial General Liability Insurance", (ii)"Owned","Hired"and"Non Owned Auto Liability"; and(iii)umbrella liability coverage for personal injury,bodily injury,death,accident and property damage,such insurance providing in combination no less than $5,000,000 per occurrence and in the annual aggregate on per location basis, if aggregate limits are shared with other locations the amount of umbrella liability insurance to be provided shall be not less than $20,000,000. The policies described in this subsection shall also include coverage for elevators,escalators, independent contractors, "Contractual Liability" (covering, to the maximum extent permitted by law, Borrower's obligation to indemnify Lender as required under this Agreement and the other Loan Documents),"Products"and"Completed Operations Liability"coverage. (d) Rental loss and/or business interruption insurance(i)with Lender being named as "Lender Loss Payee",(ii)in an amount equal to one hundred percent(100%)of the projected Rents from the Property during the period of restoration;and(iii)containing an extended period of indemnity endorsement which provides that after the physical loss to the Property has been repaired, the continued loss of income will be insured until such income either returns to the same level it was at prior to the loss,or the expiration of twelve (12) months from the date that the Property is damaged, whichever first occurs, and notwithstanding that the policy may expire prior to the end of such period. The amount of such insurance shall be increased from time to time during the Term as and when the estimated or actual Rents increase. (e) To the extent such equipment is located at the Property,comprehensive boiler and machinery insurance covering all mechanical and equipment against physical damage, rent loss and improvements loss and covering,without limitation,all tenant improvements and betterments that Borrower is required to insure pursuant to the lease on a replacement cost basis and in the minimum amount $3,000,000. (f) Worker's compensation and disability insurance with respect to any employees of Borrower,if any,as required by any Legal Requirement. (g) During any period of construction, repair or restoration, builder's "all-risk" insurance in an amount equal to not less than the full insurable value of the Property, against such risks (including fire and extended coverage and collapse of the Improvements to agreed limits)as Lender may request,in form and substance acceptable to Lender,and coverage to compensate for the cost of demolition and the increased cost of construction in an amount satisfactory to Lender. (h) Such other insurance (including environmental liability insurance, earthquake insurance and windstorm insurance)as may from time to time be reasonably required by Lender in order to protect its interests. Section 13.1 Insurance Policies All policies of insurance(the"Policies")required pursuant to these insurance requirements shall(i)be issued by companies approved by Lender and licensed to do business in the State,with a claims paying ability rating of"AA"or better by S&P(and the equivalent by any other Rating Agency)and a rating of A:VII or better in the current Best's Insurance Reports;(ii)name Lender and its successors and/or assigns as their interests may appear as the mortgagee(in the case of property and rent loss or business interruption insurance)or an additional insured(in the case of liability' insurance); (iii)contain(in the case of property insurance) a Non-Contributory Standard Mortgagee Clause and a Lender's Loss Payable Endorsement,or their equivalents,naming Lender as the Person to which all payments made by such insurance company shall be paid; (iv) provisions permitting Borrower to waive its rights of subrogation against Lender; (v) be assigned and the originals thereof delivered to Lender; (vi) contain such provisions as Lender deems reasonably necessary or desirable to protect its interest, including(A)endorsements providing that neither Borrower,Lender nor any other party shall be a co-insurer under the Policies,(B)that Lender shall receive at least thirty (30) days' prior written notice of any modification, reduction or cancellation of any of the Policies,(C)an agreement whereby the insurer waives any right to claim any premiums and commissions against Lender,provided that the policy need not waive the requirement that the premium be paid in order for a claim to be paid to the insured and(D)providing that Lender is permitted to make payments to effect the continuation of such Policy upon notice of cancellation due to non-payment of premiums; (vii) in the event any insurance policy (except for general public and other liability and workers compensation insurance) shall contain breach of warranty provisions, such policy shall provide that with respect to the interest of Lender,such insurance policy shall not be invalidated by and shall insure Lender regardless of(A) any act,failure to act or negligence of or violation of warranties,declarations or conditions contained in such policy by any named insured,(B)the occupancy or use of the premises for purposes more hazardous than permitted by the terms thereof, or (C) any foreclosure or other action or proceeding taken by Lender pursuant to any provision of the Loan Documents;and(viii)be satisfactory in form and substance to Lender and approved by Lender as to amounts, form, risk coverage, deductibles, loss payees and insureds. Borrower shall pay the premiums for such Policies(the"Insurance Premiums")as the same become due and payable and furnish to Lender evidence of the renewal of each of the Policies together with (unless such Insurance Premiums have been paid by Lender pursuant to Section 3.8 of the Security Instrument)receipts for or other evidence of the payment of the Insurance Premiums reasonably satisfactory to Lender. If Borrower does not furnish such evidence and receipts at least thirty(30)days prior to the expiration of any expiring Policy, then Lender may, but shall not be obligated to, procure such insurance and pay the Insurance Premiums therefor,and Borrower shall reimburse Lender for the cost of such Insurance Premiums promptly on demand,with interest accruing at the Default Rate. Borrower shall deliver to Lender a certified copy of each Policy within thirty(30)days after its effective date. Within thirty(30)days after request by Lender, Borrower shall obtain such increases in the amounts of coverage required hereunder as may be reasonably requested by Lender,taking into consideration changes in the value of money over time,changes in liability laws,changes in prudent customs and practices,and the like. Borrower, to the full extent permitted by Law and to the full extent permitted without invalidating the insurance policies required above,hereby waives the right of subrogation against Lender. Borrower will inform hs insurers of the waiver and obtain a waiver of subrogation endorsement if applicable. Lender shall not, because of accepting, rejecting, approving or obtaining insurance, incur any liability for(i)the existence,nonexistence,form or legal sufficiency thereof,(ii)the solvency of any insurer, or(iii)the payment of losses. Borrower shall keep, observe and satisfy, and not suffer violations of, the requirements of insurance companies and any bureau or agency which established standards of insurability affecting the Property,and pertaining to acts committed or conditions existing thereon.Upon foreclosure of this Instrument or other transfer of title or assignment of the Property in discharge,in whole or part,of the Secured Debt, all right, title and interest of Borrower in and to all policies of insurance required by this Paragraph 4.3 shall inure to the benefit of and pass to the purchaser at such sale. 1.3.2 Escrow. (a) To secure the payment of the taxes and assessments referred to in Paragraph 1.4 and the premiums on the insurance referred to in Paragraph 1.3, on the date hereof Borrower shall deposit with Lender an amount equal to the sum of taxes next coming due plus an amount equal to the insurance premiums next coming due. Additionally, Borrower shall deposit, in addition to the monthly installments of interest(and,when due,principal)due and payable under the Note,monthly until the Secured Debt is fully paid the following sums(collectively the"Tax and Insurance Deposits"): (i) a sum equal to one-twelfth(1/12th)of the annual Property Taxes and Charges next due on the Property,all as estimated by Lender(the"Tax Deposits"); (ii) a sum equal to one-twelfth(I/12th)of the annual premium or premiums next payable for the insurance herein required to be maintained on or with respect to the Property(the"Insurance Deposits");and (iii) notwithstanding(i)and(ii)above the amount of the initial Tax Deposits shall be increased by Lender,and Borrower shall pay the amount estimated by Lender,to adequately fund the escrow to pay taxes,assessments and insurance premiums next due following the date hereof. The amounts paid as Tax and Insurance Deposits are herein called the"Other Payments." (b) Should the total Tax and Insurance Deposits on hand not be sufficient to pay all of the Property Taxes and Charges and insurance premiums,together with all penalties and interest thereon, when the same become due and payable,then the Borrower shall pay to Lender promptly on demand any amount necessary to make up the deficiency. If the total of such Tax and Insurance Deposits exceeds the amount required to pay the Property Taxes and Charges and insurance premiums, such excess shall be credited on subsequent payments to be made for such items. (c) All such Tax and Insurance Deposits: (i) shall be held by Lender or a depository designated by Lender,in trust,with no obligation to segregate such payments and without any obligation arising for the payment of any interest thereon; (ii) shall be held in trust to be applied by Lender for the purposes for which made (as hereinabove provided)subject,however,to the security interest granted Lender herein;and (d) Provided that no Event of Default (as hereinafter defined) exists and there are sufficient funds in the Tax and Insurance Deposits, Lender agrees to make the payment of the Property Taxes and Charges or insurance premiums with reasonable promptness following its receipt of appropriate tax and/or insurance bills therefor,or alternatively upon presentation by Borrower of receipts(paid for)tax and/or insurance bills Lender shall reimburse the Borrower for such Property Taxes and Charges and insurance premium payments made by the Borrower. (e) Upon the occurrence of an Event of Default(as hereinafter defined),Lender may,at its option,without being required to do so,apply any Tax and Insurance Deposits on hand on account of any of the Indebtedness,in such order and manner as Lender may elect. When the Indebtedness has been fully paid,then any remaining Tax and Insurance Deposits shall be paid to the Borrower. Notwithstanding the foregoing, in no event shall Lender establish escrows for taxes and insurance on more than one loan to Borrower. Section 1.4 Taxes and Other Charges. Borrower shall pay and discharge prior to the delinquency date thereof all taxes of every kind and nature,all water charges,sewer rents and assessments, levies,permit fees, inspection and license fees,and all other charges imposed upon or assessed against the Secured Property or any part thereof or upon the revenues,rents,issues,income,and profits of the Secured Property and, unless Borrower is making monthly deposits with Lender in accordance with Section 1.3.2 hereof, Borrower shall exhibit to Lender validated receipts (or other commercially reasonable evidence of payment)showing the payment of such taxes,assessments,water charges,sewer rents,levies,fees,and other charges which may be or become a lien on the Secured Property within ten(10)days after Lender's request therefor. Should Borrower default in the payment of any of the foregoing taxes,assessments,water charges, sewer rents, or other charges, Lender may, but shall not be obligated to,pay the same or any part thereof, and amounts so paid shall be secured by this Instrument,and Borrower shall,on demand,reimburse Lender for all amounts so paid. Section 1.5 Mechanics'and Other Liens. Borrower shall pay,from time to time when the same shall become due,all lawful claims and demands of mechanics,materialmen,laborers,and others which, if unpaid,might result in,or permit the creation of,a lien or claim of lien on the Secured Property or any part thereof and,in general,Borrower shall do,or cause to be done,at the cost of Borrower and without expense to Lender,everything necessary to fully preserve the lien of this Instrument. In the event Borrower fails to make payment of such claims and demands, Lender may, but shall not be obligated to, make payment thereof, and all sums so expended shall be secured by this Instrument, and Borrower shall, on demand, reimburse Lender for all sums so expended. Section 1.6 Condemnation Awards. Borrower, immediately upon written notice of the institution,or the proposed,contemplated or threatened institution of any action or proceeding for the taking through condemnation of the Secured Property or any portion thereof,will notify Lender of the pendency of such proceedings. Lender may participate in any such proceedings and Borrower from time to time will deliver to Lender all instruments requested by it to permit such participation. All awards and compensation for condemnation or other taking or purchase in lieu thereof,of the Secured Property or any part thereof,are hereby assigned to and shall be paid to Lender. Borrower hereby authorizes Lender to collect and receive such awards and compensation and to give proper receipts and acquittances therefor. Borrower, upon request by Lender, shall make, execute, and deliver any and all instruments requested for the purpose of confirming the assignment of the aforesaid awards and compensation to Lender free and clear of any liens, charges,or encumbrances of any kind or nature whatsoever. Section 1.7 Costs of Defending and Upholding the Lien. If any action or proceeding is commenced to which action or proceeding Lender is made a party or in which it becomes necessary for Lender to defend or uphold the lien or security title of this Instrument,Borrower shall,on demand,reimburse Lender for all reasonable expenses(including,without limitation, reasonable attorneys' fees and appellate attorneys' fees)actually incurred by Lender in any such action or proceeding and all such expenses shall be secured by this Instrument. In any action or proceeding to foreclose this Instrument or to recover or collect the Secured Indebtedness, the provisions of law relating to the recovering of costs, disbursements and allowances shall prevail unaffected by this covenant, provided that any such recovery shall not exceed Lender's reasonable,actual out-of-pocket fees and expenses. Section 1.8 Additional Advances and Disbursements. Borrower shall pay when due all payments and charges on all mortgages,security agreements,liens,encumbrances,ground and other leases, and security interests which may be or become superior or inferior to the lien of this Instrument, and in default thereof,Lender shall have the right,but shall not be obligated, to pay,without notice to Borrower, such payments and charges, and Borrower shall, on demand, reimburse Lender for amounts so paid. In addition, upon default of Borrower in the performance of any other terms, covenants, conditions, or obligations by it to be performed under any such prior or subordinate lien,encumbrance, lease,or security interest, Lender shall have the right, but shall not be obligated, to cure such default in the name and on behalf of Borrower. All sums advanced and expenses incurred at any time by Lender pursuant to this Section 1.8 or as otherwise provided under the terms and provisions of this Instrument or under applicable law shall bear interest from the date that such sum is advanced or expense incurred,to and including the date of reimbursement,computed at the Default Rate(as defined in the Note). Section 1.9 Costs of Enforcement. Borrower agrees to bear and pay all expenses (including attorneys'fees and all costs of collection)of or incidental to the perfection and enforcement of any provision hereof,or the enforcement,compromise,or settlement of this Instrument or the Secured Indebtedness,and for the curing thereof, or for defending or asserting the rights and claims of Lender in respect thereof, by litigation or otherwise. All rights and remedies of Lender shall be cumulative and may be exercised singly or concurrently. Notwithstanding anything herein contained to the contrary,Borrower: (a)will not(i)at any time insist upon,or plead,or in any manner whatsoever claim or take any benefit or advantage of any stay or extension or moratorium law, any exemption from execution or sale of the Secured Property or any part thereof.wherever enacted,now or at any time hereafter in force,which may affect the covenants and terms of performance of this Instrument, nor(ii)claim,take, or insist upon any benefit or advantage of any law now or hereafter in force providing for the valuation or appraisal of the Secured Property, or any part thereof,prior to any sale or sales thereof which may be made pursuant to any provision herein,or pursuant to the decree,judgment,or order of any court of competent jurisdiction, nor(iii)after any such sale or sales, claim or exercise any right under any statute heretofore or hereafter enacted to redeem the property so sold or any part thereof; (b)hereby expressly waives all benefit or advantage of any such law or laws;and(c) covenants not to hinder,delay,or impede the execution of any power herein granted or delegated to Lender, but to suffer and permit the execution of every power as though no such law or laws had been made or enacted. Borrower, for itself and all who may claim under it,waives,to the extent that it lawfully may,all right to have the Secured Property marshaled upon any foreclosure hereof. Section 1.10 Intangible and Other Taxes. Borrower shall pay any and all taxes, charges, filing, registration and recording fees,excises,and levies imposed upon Lender by reason of its ownership of this Instrument and the other Loan Documents,or by reason of the recording or filing thereof,or any security instrument supplemental hereto and any instrument of further assurance(other than income, franchise and doing business taxes),and shall pay all stamp or intangible taxes and other taxes required to be paid on any of the Loan Documents except any taxes or fees in connection with Lender's sale or assignment of any Loan Documents. In the event Borrower fails to make such payment after demand by Lender then Lender shall have the right,but shall not be obligated,to pay the amount due,and Borrower shall,on demand,reimburse Lender for said amount,and until so paid said amount shall become part of the Secured Indebtedness. The provisions of this Section shall survive the repayment of the Secured Indebtedness. Section 1.11 1Reservedj Section 1.12 Transfer of the Secured Property. Borrower hereby acknowledges to Lender that(a) the identity and expertise of Borrower were and continue to be material circumstances upon which Lender has relied in connection with, and which constitute valuable consideration to Lender for,the extending to Borrower of the Secured Indebtedness and (b) any change in such identity or expertise could materially impair or jeopardize the security for the payment of the Secured Indebtedness granted to Lender by this Instrument. Borrower hereby covenants and agrees with Lender, as part of the consideration for the extending to Borrower of the Secured Indebtedness, that, except with regard to Permitted Transfers (as hereinafter defined), Borrower shall not encumber, pledge, convey, transfer or assign any or all of its interest in the Secured Property without the prior written consent of' Lender, and, if Borrower is a corporation,partnership, limited liability company or other artificial entity,there shall be no encumbrance, pledge,conveyance,transfer or assignment of any legal or beneficial interest whatsoever in Borrower or in any entity comprising Borrower. Such consent of Lender may be given or withheld by Lender at its sole discretion. For purposes of this Section 1.12,"Permitted Transfers"shall mean(i)transfers of interests in Borrower by and among Borrower's members and/or their affiliates,(ii)one or a series of transfers of up to twenty percent(20%)(in the aggregate)of the interests in Borrower,and(iii)transfers of direct or indirect interests in Borrower's members and/or their affiliates,provided that any transfer under parts(i),(ii)or(iii) of this sentence does not result in a change of control of Borrower. The consent by Lender to any sale, transfer,pledge,encumbrance,creation of a security interest in,or other hypothecation of,any portion of the Secured Property shall not be deemed to constitute a novation or a consent to any further sale, transfer, pledge, encumbrance, creation of a security interest in or other hypothecation, or to waive the right of Lender, at its option,to declare the Secured Indebtedness immediately due and payable, without notice to Borrower or any other person or entity, upon any such sale, transfer, pledge, encumbrance, creation of a security interest or other hypothecation to which Lender shall not have consented. Section 1.13 Use and Management of Secured Property. The Secured Property shall at all times be used for commercial purposes in conformance with all federal,state and local laws,ordinances,orders, rules and regulations. Article 2 Default and Remedies Section 2.1 Events of Default. The occurrence of any of the following events shall constitute an Event of Default hereunder: (a) an `Event of Default" under the Loan Agreement, (b) any default by Borrower in any material respect with respect to any representation or warranty under this Instrument,(c) any default by Borrower with respect to any covenant contained in Sections 1.3 or 1.12 of this Instrument, (d)any default by Borrower under any other covenant contained in this Instrument,or(e)any default by Borrower under the Sublease. Section 2.2 Remedies. 2.2.1 Lender's Power of Enforcement. If an Event of Default shall have occurred and be continuing, Lender may,either with or without entry or taking possession as herein provided or otherwise, proceed by suit or suits at law or in equity or by any other appropriate proceeding or remedy:(a)to enforce payment of the obligations of Borrower under the Note and other obligations secured hereby or the performance of any term hereof or any other right;(b)to foreclose this Instrument;and(c)to pursue any other remedy, legal and/or equitable, available to it herein and/or in any of the other Loan Documents granted and/or under applicable law. 2.2.2 Suits to Protect the Secured Property. Lender shall have the power and authority,but not the obligation,to institute and maintain any suits and proceedings as Lender may deem advisable (a)to prevent • any impairment of the Secured Property by any acts which may be unlawful or any violation of this Instrument,(b)to preserve or protect its interest in the Secured Property,and(c)to restrain the enforcement of or compliance with any legislation or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid,if the enforcement of or compliance with such enactment,rule or order might impair the security hereunder or be prejudicial to Lender's interest. Borrower shall cooperate with respect to any action taken by Lender as set forth above. 2.2.3 Foreclosure. (a)Lender may institute proceedings for the partial or complete foreclosure of this Instrument and Lender may, pursuant to any final judgment of foreclosure, sell the Secured Property as an entirety or in separate lots,units,or parcels. (b)In case of a foreclosure sale of all or any part of the Secured Property,the proceeds of sale shall be applied in accordance with Section 2.2.9 hereof, and Lender shall be entitled to seek a deficiency judgment against Borrower to enforce payment of any and all obligations secured hereby then remaining due and unpaid,together with interest thereon,and to recover a judgment against Borrower therefor. (c) Lender is authorized to foreclose this Instrument subject to the rights of any tenants of the Secured Property,or Lender may elect which tenants Lender desires to name as parties defendant in such foreclosure and failure to make any such tenants parties defendant to any such foreclosure proceedings and to foreclose their rights will not be, nor be asserted by Borrower or be, a defense to any proceedings instituted by Lender to collect the unpaid obligations secured hereby or to collect any deficiency remaining unpaid after the foreclosure sale of the Secured Property. 2.2.4 Credit of Lender. Upon any foreclosure of all or any part of the Secured Property,Lender may bid for and acquire the Secured Property,or any part thereof and,in lieu of paying cash therefor,may apply to the purchase price any portion of or all of the unpaid obligations secured hereby.in such order as Lender may elect. 2.2.5 Sale. Any sale or sales made under or by virtue of this Article shall operate to divest all the estate,right,title,interest,claim and demand whatsoever at law or in equity,of Borrower and all persons, except tenants pursuant to leases approved by Lender,claiming by,through or under Borrower in and to the properties and rights so sold,whether sold to Lender or to others. 2.2.6 Proofs of Claim. In the case of any receivership, insolvency, bankruptcy, reorganization, arrangement,adjustment, composition or other judicial proceedings affecting Borrower,any endorser, co- maker,surety,or guarantor of the obligations secured hereby,or any of their respective properties,Lender, to the extent permitted by law,shall be entitled to file such proofs of claim and other documents as may be necessary or advisable in order to have its claim allowed in such proceedings for the entire unpaid obligations at the date of the institution of such proceedings, and for any additional amounts which may become due and payable after such date. 2.2.7 fReserved] 2.2.8 Automatic Stay. Borrower hereby agrees that, in consideration of the recitals and mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower does agree that in the event Borrower or(if applicable) any member or shareholder of Borrower shall(a)file with any bankruptcy court of competent jurisdiction or be the subject of any petition under Title II of the U.S.Code,as amended;(b)be the subject of any order for relief issued under such Title 11 of the U.S. Code, as amended; (c) file or be the subject of any petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future federal or state act or law relating to bankruptcy,insolvency,or other relief for debtors; (d) have sought or consented to or acquiesced in the appointment of any trustee, receiver, conservator,or liquidator, or(e)be the subject of any order,judgment, or decree entered by any court of competent jurisdiction approving a petition filed against such party for any reorganization, arrangement, composition,readjustment, liquidation,dissolution,or similar relief under any present or future federal or state act or law relating to bankruptcy,insolvency,or relief for debtors,then and in any of such events,to the fullest extent permitted by applicable law, Lender shall thereupon be entitled to relief from any automatic stay imposed by Section 362 of Title 11 of the U.S. Code, as amended, or otherwise, on or against the exercise of the rights and remedies otherwise available to Lender as provided in the Note,this Instrument, and all associated Loan Documents,and as otherwise provided by law. Borrower hereby agrees not to object to Lender immediately seeking relief from the automatic stay,to allow Lender to proceed immediately to obtain a final judgment of foreclosure of this Instrument, to complete a foreclosure sale and/or to proceed against and realize upon the collateral for the indebtedness secured hereby and to otherwise allow Lender to take all such actions as Lender may elect in its sole discretion in pursuance of the other rights and remedies available in the event of a default by Borrower under this Instrument and all associated Loan Documents. Borrower hereby waives any protection afforded under 11 U.S.C.,Section 362(a). 2.2.9 Application of Proceeds. The proceeds of any sale of all or any portion of the Secured Property shall be applied by Lender first,to the payment of receiver's fees and expenses, if any,and to the payment of all costs and expenses (including, without limitation,reasonable attorneys fees and expenses) incurred by Lender,together with interest thereon at the maximum rate permitted under applicable law from the date so incurred, in connection with any entry, action or proceeding under this Article and,second, in such order as Lender may elect,to the payment of the debts,liabilities and obligations secured hereby until all of said debts and obligations have been paid in full. 2.2.10 Delay or Omission No Waiver. No delay or omission of Lender to exercise any right,power or remedy accruing upon any Event of Default shall exhaust or impair any such right,power or remedy or shall be construed to waive any such Event of Default or to constitute acquiescence therein. Every right, power and remedy given to Lender may be exercised from time to time and as often as may be deemed expedient by Lender. 2.2.11 No Waiver of One Default to Affect Another. No waiver of any Event of Default hereunder shall extend to or affect any subsequent or any other Event of Defaut then existing,or impair any rights, powers or remedies consequent thereon. If Lender(a) grants forbearance or an extension of time for the payment of any sums secured hereby; (b) takes other or additional security for the payment thereof; (c) waives or does not exercise any right granted in the Note, this Instrument or any other instrument secured hereby;(d)releases any part of the Secured Property from the lien of this Instrument or any other instrument secured hereby; or (e) makes or consents to any agreement changing the terms of this Instrument or subordinating the lien or any charge hereof,no such act or omission shall release,discharge,modify,change or affect the original liability under the Note,this Instrument or otherwise of Borrower,or any subsequent purchaser of the Secured Property or any part thereof or any maker,cosigner,endorser,surety or guarantor. No such act or omission shall preclude Lender from exercising any right,power or privilege herein granted or intended to be granted in case of any Event of Default nor,except as otherwise expressly provided in an instrument or instruments executed by Lender,shall the lien of this Instrument be altered thereby. 2.2.12 Further Encumbrances. No additional mortgage or encumbrance shall be placed upon the Secured Property without the prior written consent of Lender,which consent shall be in Lender's sole and absolute discretion. 2.2.13 Remedies Cumulative. No right,power or remedy conferred upon or reserved to Lender by the Note, this Instrument or any other instrument secured hereby or related to the indebtedness secured hereby is exclusive of any other right,power or remedy,but each and every such right,power and remedy shall be cumulative and concurrent and shall be in addition to any other right, power and remedy given hereunder or under the Note or any other instrument securing the Note or secured by this Instrument, or now or hereafter existing at law,in equity or by statute. Section 2.3 Po session of the Secured Property. To the extent permitted by law, upon any foreclosure of the Secured Property, it is agreed that the then owner of the Secured Property, if it is the occupant of the Secured Property or any part thereof,shall immediately surrender possession of the Secured Property so occupied to Lender,and if such occupant is permitted to remain in possession,the possession shall be as tenant of Lender and,on demand,such occupant(a)shall pay to Lender monthly,in advance,a reasonable rental for the space so occupied,and(b) in default thereof may be dispossessed by the usual summary proceedings. The covenants herein contained may be enforced by a receiver of the Secured Property or any part thereof. Nothing in this Section 2.3 shall be deemed to be a waiver of the provisions of this Instrument prohibiting the sale or other disposition of the Secured Property without Lender's consent. Section 2.4 Borrower's Actions After Default. Nothing herein shall be deemed to require the commencement of a suit or the consent of Borrower as a condition precedent for Lender's right to the appointment of a receiver or the exercise of any other rights or remedies available to Lender. Section 2.5 Control by Lender After Default. Notwithstanding the appointment of any receiver, liquidator,or trustee of Borrower,or of any of its property,or of the Secured Property or any part thereof, Lender shall be entitled to retain possession and control of all property now and hereafter covered by this Instrument. Section 2.6 WAIVER OF BORROWER'S RIGHTS. BY EXECUTION OF THIS INSTRUMENT, BORROWER EXPRESSLY: (A)ACKNOWLEDGES THE RIGHT OF LENDER TO ACCELERATE THE SECURED INDEBTEDNESS EVIDENCED BY THE NOTE; (B) TO THE EXTENT ALLOWED BY APPLICABLE LAW, WAIVES ANY AND ALL RIGHTS WHICH BORROWER MAY HAVE UNDER THE CONSTITUTION OF THE UNITED STATES,THE VARIOUS PROVISIONS OF THE CONSTITUTIONS FOR THE SEVERAL STATES,OR BY REASON OF ANY OTHER APPLICABLE LAW,TO NOTICE AND TO JUDICIAL HEARING PRIOR TO THE EXERCISE BY LENDER OF ANY RIGHT OR REMEDY HEREIN PROVIDED TO LENDER; (C) ACKNOWLEDGES THAT BORROWER HAS READ THIS INSTRUMENT AND ITS PROVISIONS HAVE BEEN EXPLAINED FULLY TO BORROWER AND BORROWER HAS CONSULTED WITH LEGAL COUNSEL OF BORROWER'S CHOICE PRIOR TO EXECUTING THIS INSTRUMENT;AND (D) ACKNOWLEDGES THAT ALL WAIVERS OF THE AFORESAID RIGHTS OF BORROWER HAVE BEEN MADE KNOWINGLY, INTENTIONALLY AND WILLINGLY BY BORROWER AS PART OF A BARGAINED FOR LOAN TRANSACTION. ARTICLE 3 Miscellaneous Section 3.1 Credits Waived. Borrower will not claim nor demand nor be entitled to any credit or credits against the Secured Indebtedness for so much of the taxes assessed against the Secured Property or any part thereof as is equal to the tax rate applied to the amount due on this Instrument or any part thereof, and no deductions shall otherwise be made or claimed from the taxable value of the Secured Property or any part thereof by reason of this Instrument or the Secured Indebtedness. Section 3.2 No Release. Borrower agrees,that in the event the Secured Property is sold with the written consent of Lender and Lender enters into any agreement with the then owner of the Secured Property extending the time of payment of the Secured Indebtedness, or otherwise modifying the terms hereof, Borrower shall continue to be liable to pay the Secured Indebtedness according to the tenor of any such agreement unless expressly released and discharged in writing by Lender. Section 3.3 Notices. Any and all notices,elections or demands permitted or required to be made under this Instrument shall be in writing, signed by the party giving such notice, election or demand, and shall be delivered personally,or sent by recognized overnight delivery service(such as Federal Express or UPS),or sent by registered or certified United States mail,postage prepaid,to the other party at the address set forth below,or at such other address as may have theretofore been designated by written notice delivered in the manner aforesaid. The date of personal delivery(by courier or overnight delivery)or the second(2nd) day following the date of mailing, as the case may be, shall be the date of delivery of any such notice, election or demand. For the purposes of this Instrument: The address of Borrower is: The OM Tigard,LLC 0 S 4 ■ <'o y Vn e el Y, �70� °1 7 ' 6 Attn: A SMSiSH 'B.r, r 6L The address of Lender is: Access Point Financial,Inc. 1 Ravinia Drive Suite 900 Atlanta,Georgia 30346 Attn: Dilip Petigara With a copy to: Miller&Martin PLLC 1180 West Peachtree Street,NW Suite 2100 Atlanta,Georgia 30309 Attn: Luther C.Curtis,Esq. Section 3.4 Binding Obligations. The provisions and covenants of this Instrument shall run with the land,shall be binding upon Borrower and shall inure to the benefit of Lender,subsequent holders of this Instrument and their respective successors and assigns. For the purpose of this Instrument, the term "Borrower"shall mean Borrower named herein, any subsequent owner of the Secured Property, and their respective heirs,executors, legal representatives, successors and assigns. All undertakings hereunder shall be deemed to be the joint and several obligations of all Borrower. Section 3.5 Captions. The captions of the Sections of this Instrument are for the purpose of convenience only and are not intended to be a part of this Instrument and shall not be deemed to modify, explain,enlarge or restrict any of the provisions hereof. Section 3.6 Further Assurances. Borrower shall do, execute, acknowledge and deliver, at the sole cost and expense of Borrower, all and every such further acts, deeds, conveyances, assignments, estoppel certificates,notices of assignment,transfers and assurances as Lender may reasonably require from time to time in order to better assure,convey,assign,transfer and confirm unto Lender,the rights now or hereafter intended to be granted to Lender under this Instrument, any other instrument executed in connection with this Instrument or any other instrument under which Borrower may be or may hereafter become bound to convey, transfer or assign to Lender for carrying out the intention of facilitating the performance of the terms of this Instrument. Upon any failure by Borrower so to do, Lender may make, execute, record, file, re-record and/or refile any and all such mortgages, instruments, certificates and documents for and in the name of Borrower,and Borrower hereby irrevocably appoints Lender the agent and attorney-in-fact of Borrower so to do. The lien and/or security title of this Instrument and the security interest created hereby will automatically attach,without further act,to all after-acquired property attached to and/or used in the operation of the Secured Property or any part thereof. Section 3.7 Severability. Any provision of this Instrument which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction. Section 3.8 General Conditions. (a) All covenants hereof shall be construed as affording to Lender rights additional to and not exclusive of the rights conferred under the provisions of applicable laws of the state in which the Land is located. (b) This Instrument cannot be altered, amended,modified or discharged orally and no agreement shall be effective to modify or discharge it in whole or in part,unless it is in writing and signed by the party against whom enforcement of the modification, alteration, amendment or discharge is sought. Notwithstanding the foregoing, this Instrument may be amended and modified from time to time by instruments signed only by Borrower if the sole purpose of such instruments is to encumber additional real property by this Instrument. (c) No remedy herein conferred upon or reserved to Lender is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. No delay or omission of Lender in exercising any right or power accruing upon any Event of Default shall impair any such right or power,or shall be construed to be a waiver of any such Event of Default,or any acquiescence therein. Acceptance of any payment after the occurrence of an Event of Default shall not be deemed to waive or cure such Event of Default; and every power and remedy given by this Instrument to Lender may be exercised from time to time as often as may be deemed expedient by Lender. Nothing in this Instrument shall affect the obligation of Borrower to pay the Secured Indebtedness in the manner and at the time and place expressed in the Loan Agreement. (d) No waiver by Lender will be effective unless it is in writing and then only to the extent specifically stated. Without limiting the generality of the foregoing,any payment made by Lender for insurance premiums, taxes, assessments, water rates, sewer rentals or any other charges affecting the Secured Property,shall not constitute a waiver of Borrower's default in making such payments and shall not obligate Lender to make any further payments. (e) Lender shall have the right to appear in and defend any action or proceeding,in the name and on behalf of Borrower which Lender, in its discretion, feels may adversely affect the Secured Property or this Instrument. Lender shall also have the right to institute any action or proceeding which Lender, in its discretion, feels should be brought to protect its interest in the Secured Property or its rights hereunder. All costs and expenses incurred by Lender in connection with such actions or proceedings, including, without limitation, attorneys' fees and appellate attorneys' fees, shall be paid by Borrower, on demand. (f) In the event of the passage after the date of'this Instrument of any law of any governmental authority having jurisdiction, deducting the Secured Indebtedness from the value of the Secured Property for the purpose of taxation,affecting any lien thereon or changing in any way the laws of the taxation of mortgages or debts secured by mortgages for federal,state or local purposes,or the manner of the collection of any such taxes,so as to affect this Instrument,Borrower shall promptly pay to Lender,on demand,all taxes,costs and charges for which Lender is or may be liable as a result thereof,provided said payment shall not be prohibited by law or render any obligations under the Note usurious, in which event Lender may declare the Secured Indebtedness to be immediately due and payable. (g) Borrower acknowledges that it has received a true copy of this Instrument. (h) For the purposes of this Instrument, all defined terms and personal pronouns contained herein shall be construed,whenever the context of this Instrument so requires,so that the singular shall be construed as the plural and vice versa and so that the masculine,feminine or neuter gender shall be construed to include all other genders. (i) No provision of this Instrument shall be construed against or interpreted to the disadvantage of Borrower or Lender by any court or other governmental or judicial authority by reason of such party having or being deemed to have drafted,prepared,structured or dictated such provision. (j) Upon receipt of evidence reasonably satisfactory to Borrower of the loss, theft, destruction or mutilation of any note or instrument evidencing a portion of the Secured Indebtedness,and in the case of any such loss, theft or destruction, upon delivery of an indemnity agreement reasonably satisfactory to Borrower or,in the case of any such mutilation,upon surrender and cancellation of such note or instrument,Borrower shall execute and deliver,in lieu thereof,a replacement note or instrument,identical in form and substance to the original note or instrument and dated as of the date of the original note or instrument and upon such execution and delivery all references in this Instrument and the other Loan Documents to the original note or instrument shall be deemed to refer to such replacement note or instrument. (k) Time is of the essence with respect to each and every covenant, agreement and obligation of Borrower under the Loan Agreement,this Instrument,and the other Loan Documents. (1) Whenever the Loan Agreement, this Instrument, or any other Loan Document requires the consent,approval,waiver,acceptance,satisfaction or expression of opinion of,or the taking of any discretionary act by Lender, the right, power, privilege and option of Lender to withhold or grant its consent shall not be exhausted by the exercise thereof on one or more occasions,but shall be a continuing right,power,privilege and option of Lender with respect to any such matters. Section 3.9 LEGAL CONSTRUCTION. THE ENFORCEMENT OF THIS INSTRUMENT SHALL BE GOVERNED, CONSTRUED AND INTERPRETED BY THE LAWS OF THE STATE IN WHICH THE LAND IS LOCATED. NOTHING IN THIS INSTRUMENT, THE NOTE OR IN ANY OTHER AGREEMENT AMONG BORROWER AND LENDER SHALL REQUIRE BORROWER TO PAY,OR LENDER TO ACCEPT,INTEREST IN AN AMOUNT WHICH WOULD SUBJECT LENDER TO ANY PENALTY UNDER APPLICABLE LAW. N THE EVENT THAT THE PAYMENT OF ANY INTEREST DUE HEREUNDER OR UNDER THE NOTE OR ANY SUCH OTHER AGREEMENT WOULD SUBJECT LENDER TO ANY PENALTY UNDER APPLICABLE LAW, THEN AUTOMATICALLY THE OBLIGATIONS OF BORROWER TO MAKE SUCH PAYMENT SHALL BE REDUCED TO THE HIGHEST RATE AUTHORIZED UNDER APPLICABLE LAW. Section 3.10 WAIVER OF JURY TRIAL. BORROWER AND LENDER, ON BEHALF OF THEMSELVES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THE LOAN AGREEMENT, THIS INSTRUMENT, OR UNDER ANY OF THE OTHER LOAN DOCUMENTS OR RELATING THERETO. Section 3.11 Attorney's Fees. Any and all references in this Instrument to the recovery of attorney's fees by Lender or the Lender shall be deemed to refer to reasonable attorney's fees. Section 3.12 WAIVER. BORROWER DOES HEREBY EXPRESSLY WAIVE ANY AND ALL BENEFITS BORROWER MAY HAVE TO CLAIM OR ASSERT THAT THE SECURED INDEBTEDNESS HAS BEEN REINSTATED IN ACCORDANCE WITH ITS TERMS FOLLOWING THE WITHDRAWAL OF ANY FORECLOSURE PROCEEDING BY LENDER, AND ACKNOWLEDGES AND AGREES THAT REINSTATEMENT SHALL OCCUR ONLY UPON WRITTEN AGREEMENT OF LENDER. Section 3.13 Due on Sale. Subject to the terms of this Instrument,in the event Borrower sells all or any portion of the Secured Property, the entire indebtedness evidenced by the Note shall immediately become due and payable. IN WITNESS WHEREOF,Borrower has executed this Instrument under seal,as of the day and year first above written. Signed,sealed and delivered in my presence this day of ,2014: THE OM TIGARD,LLC,an Oregon limited liability company Witness By: (SEAL) Name: -5∎4,.'s., . P hT*St- Title: Cr)n N A st a CO e.,'s ee Witness STATE OF DrelD h ACKNOWLEDGEMENT , COUNTY OF Ll p r,{�a r+.e.S Oc4&Jtw- g, The foregoing instrument was signed,sealed and acknowledged before me this IA-54-day of-Feiner 2014 by S 1^ ► S ? .k' ,as Ih-'M -'1 Ma,.1ove of THE OM TIGARD,LLC,an Oregon limited liability company. He_is personally knoVvn to me or ✓ has produced O"atA ts..wit as identification. 0814551L SEAL ellitANDON AWES NAU MAN Norm PUOUGOREOON COMPASSION NO.448052 MY COMMISSION EXPIRES JUNE BS,POte • Notary Public for OM.,4 Printed Name; My Commission expires: 0 . Q'7.01 L Commission number: (o 0 8''L (NOTARY SEAL) OFFICIAL SEAL BRANDON JAMES HAUSEMAN �..^""",t. NOTARY PUBLIC-REGON •,;0 COMMISSION NO.4680e2 ! MY COMMISSION EXPIRES JUNE 05,2016 Order No.: 3626070178CDW-TTPOR50 EXHIBIT"A" A tract of land in the Northwest one quarter of Section 35,Township 1 South,Range 1 West of the Willamette Meridian,in the City of Tigard,County of Washington and State of Oregon,described as follows: Beginning at the Southwest corner of the D.L.Graham Donation Land Claim No.52,Township 1 South,Range 1 West of the Willamette Meridian,Washington County,Oregon and running thence East along the South line of said Donation Land Claim 1,007.9 feet to an iron pipe;thence North 0°28'East,843.9 feet to an iron pipe on the East line of that certain tract of land conveyed to Andrew Wormsborg by deed recorded on Page 9 of Volume 201 of Washington County,Oregon,Deed Records,which point is the true place of beginning of the herein described tract;thence South 85°58'West,396.67 feet to a one inch iron shaft as reset as station 30+56.2 P.O.S.T.of Washington County Road Plat No.2043(S.W.Greenburg Road)survey of April 1967;thence along a curve to the right with a radius of 686.2 feet and a long chord which bears North 38°16'45"East,48.81 feet to a 3/4 inch iron pipe;thence along the East right of way of said County Road 2043,North 40°15'East,225.82 feet to a 3/4 inch iron pipe;thence South 74°24'East,228.29 feet to a one inch channel iron;thence South 00°16' West, 121.39 feet to a one inch iron pipe,the true point of beginning. EXCEPTING THEREFROM that portion thereof dedicated for street purposes by instrument recorded January 3, 1985,as Recorder's Fee No.85-000189. Together with a non exclusive easement for road and utility purposes over,under and across the following described portion of the Northwest one quarter of Section 35,Township 1 South, Range 1 West of the Willamette Meridian,in the City of Tigard,County of Washington and State of Oregon,more particularly described as follows: Beginning at the Southeast corner of that tract conveyed to Cary H.Cotton and wife by Deed Book 361,Page 583,which point bears South 88°10'West,643.8 feet and South 0 degrees 20'East,466.5 feet from the Southeast corner of Lot 5,ASHBROOK FARM;thence South 88°10'West,100 feet to the Southwest corner of said Cotton tract;thence North 0°20'West on the West line of said Cotton tract,200 feet;thence South 88°10' West on the South line of an easement described in Deed Book 433,Page 472,a distance of 100 feet to the West line of that tract conveyed to Conrad E.Anderson and wife,by Deed Book 254,Page 793;thence South 0°20'East along the West line of the Anderson tract a distance of 4.00 feet to a point which is 34.00 feet South of the center line of a connecting road known as Southwest Shady Lane,which point is also 16.00 feet North of the Northeast corner of that certain tract described in contract to Donald A.Forbes,et al,recorded In Book 1067, Page 109,Deed Records,and the true point of beginning of the parcel to be described;from said true point of beginning running West parallel to the center line of Southwest Shady Lane a distance of 15.00 feet;thence South 0'20'East,parallel to and 15.00 feet distant Westerly from the Westerly fne of the aforementioned Anderson tract,a distance of 127 feet,more or less,to the Southwesterly line of the Burdick tract;thence South 73°17'00"East along the Southwesterly ine of the Burdick tract a distance of 15.50 feet,more or less,to the Southeast corner of the Burdick tract,which point is also or the Westerly line of the Anderson tract;thence North 0°20'West along the Westerly line of the Anderson tract,a distance of 131.25 feet to the true point of beginning. Together with a non exclusive easement recorded July 20,1979 as Fee 79-028579 for road and utility purposes over,under and across the following described portion of the Northwest one quarter of Section 35,Township 1 South,Range 1 West of the Willamette Meridian,in the City of Tigard,County of Washington and State of Oregon,more particularly described as follows: Beginning at the Southeast corner of that tract conveyed to Cary H.Cotton and wife by Deed Book 361,Page 583,which point bears South 88°10'West,643.8 feet and South 0°20'East,466 5 feet from the Southeast corner of Lot 5,ASHBROOK FARM;thence South 88°10'West,100 feet to the Southwest corner of said Cotton tract;thence North 0°20'Weston the West line of said Cotton tract,200 feet;thence South 88°10'West on the South line of an easement described in Deed Book 433,Page 472,a distance of 100 feet to the West line of that FOOR0553.rdw EXHIBIT"A" (Continued) tract conveyed to Conrad E Anderson and wife,by Deed Book 254,Page 793;and the true point of beginning of the parcel to be described;from said true point of beginning running South 0°20'East on the West line of the Anderson tract,a distance of 155.25 feet;thence North 89°40'East,a distance of 15.00 feet;thence North 0°20' West a distance of 155.25 feet,more or less,to a point on the South line of that certain easement described in instrument recorded in Book 433,Page 472,Deed Records;thence South 88°10'West along the Southerly line of said easement a distance of 15.00 feet,more or less,to the point of beginning. Together with an easement recorded March 22,1984 as Fee No.84-010838 for drainage purposes over a strip of land 5.0 feet in width lying 5.0 feet Westerly and adjacent to the following described line: Beginning at the Southwest corner of the D.L.Graham Donation Land Claim No.52,Township 1 South,Range 1 West of the Willamette Meridian,Washington County,Oregon and running thence East along the South line of said Donation Land Claim 1,007.9 feet to an iron pipe;thence North 0°28'East,572.9 feet to an iron pipe on the East line of that certain tract of land conveyed to Andrew Wormsborg by Deed as recorded on Page 9 of Volume 201 of Washington County,Oregon,Deed Records;thence South 85°08'West,525.9 feet to a point in County Road No. 179,which point is on the West line of said Wormsborg tract;thence North along said West line and in said County Road 187.1 feet to a point;thence North 40°00'East along the Northwesterly line of said Wormsborg tract and in said County Road 125.4 feet to a point:thence North 85°58'East,447.5 feet to an iron pipe on the East line of said Wormsborg tract to the true point of beginning of the hereinbefore mentioned easement line;thence South°28'West along the East line of said Wormsborg tract 110 feet,more or less,to Fanno Creek and the end of said easement line. FDOR0553.rdw EXHIBIT"B" (Further Stipulations) B-1 Sublease Provisions. The following provisions are made a part of this Instrument: A. Representations and Warranties regarding Sublease. Borrower warrants and represents to Lender that,as of the date of this Instrument:(i)the Sublease is in full force and effect in accordance with its terms;(ii)Borrower has not waived,canceled or surrendered any of its rights under the Sublease; (iii)Borrower is the sole owner of, and has good and marketable title to,the Sub-Leasehold Estate ("Sub-Leasehold Estate") created by the Sublease; (iv) the Sub-Leasehold Estate and the Land are free and clear of all liens,encumbrances and other matters affecting title, other than the lien of this Instrument and the easements,restrictions and other matters listed in the schedule of exceptions to coverage in the title insurance policy issued to Lender in connection with the execution and recordation of this Instrument and insuring Lender's interest in the Sub- Leasehold Estate;(v)there is no existing default under the Sublease(a"Sub-Lessee Default")and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a Sub-Lessee Default;and(vi)to the best of Borrower's knowledge there is no existing default by the lessor under the Sublease(a"Sub-Lessor Default")and no event has occurred which, with the passage of time or the giving of notice,or both,would constitute a Sub-Lessor Default. B. Notices under Sublease. Borrower shall promptly deliver to Lender, and at a minimum within ten(10) days after Borrower's receipt, a true and correct copy of each notice, demand,complaint or request from the Sub-Lessor under,or with respect to,the Sublease. C. Borrower's Obligations to Comply with Sublease. Borrower shall (i)pay the rent and all other sums of money due and payable at any time and from time to time under the Sublease as and when such sums become due and payable, but in any event before the expiration of any grace period provided in the Sublease for the payment of any such sum,and(ii)at all times fully perform observe and comply with all other terms, covenants and conditions of the Sublease to be performed, observed or complied with by Borrower as lessee under the Sublease. Borrower shall make all payments due under the Sublease on or before the date on which each such payment becomes due and payable after taking into consideration any applicable grace period, if any, provided by the Sublease. Borrower shall deliver evidence of the payment to Lender within ten (10)days after receipt of a written request from Lender for evidence of the payment. D. Lender's Right to Cure Borrower Defaults. At any time after Lender receives notice of a Sub-Lessee Default, (i)Lender may(but shall not be obligated to do so),make any payment, perform any obligation and take any other action Borrower would have the right to pay,perform or take under the Sublease which Lender deems necessary or desirable to cure the Sub-Lessee Default, and (ii)Lender and its authorized agents shall have the right at any time or from time to time to enter the Leasehold Parcel and improvements thereon, or any part thereof, to such extent and as often as Lender, in its discretion, deems necessary or desirable in order to cure the Sub-Lessee Default, subject to the rights of the tenants and occupants of the improvements thereon. Lender may exercise its rights under this section immediately after receipt of notice of a Sub-Lessee Default and without regard to any grace period provided to Borrower in the Sublease to cure the Sub-Lessee Default.Lender shall be fully protected for any action taken or omitted to be taken by Lender,in good faith, in reliance on any written notice from Sub-Lessor stating that a Sub-Lessee Default has occurred and is continuing even though Borrower may question or deny the existence or nature of the Sub-Lessee Default. All expenditures made by Lender pursuant to this section to cure a Sub-Lessee Default shall become an additional part of the Indebtedness. E. Covenants to Protect Sub-Leasehold Estate. Borrower shall not,without the written consent of Lender(which may be given or withheld by Lender in its discretion),(i)surrender the . Sub-Leasehold Estate or terminate or cancel the Sublease, (ii) amend, modify or change the Sublease, either orally or in writing, or waive any of Borrower's rights under the Sublease, (iii) subordinate the Sublease or the Sub-Leasehold Estate to any deed to secure debt,mortgage,deed of trust or other lien on the fee title of Sub-Lessor to the Leasehold Parcel and Improvements thereon, or(iv)except as otherwise provided in Section F below,reject or assume the Sublease or assign the Sub-Leasehold Estate pursuant to Section 365(h)of the Bankruptcy Code. Borrower absolutely and unconditionally transfers and assigns to Lender all of Borrower's rights to surrender, terminate, cancel, modify and change the Sublease, and any such surrender, termination, cancellation, modification or change made without the prior written consent of Lender shall be void and have no legal effect. F. Sub-Lessee's Bankruptcy. (a) Subject to part (b) of this Section F, Borrower assigns to Lender, as additional security for the Indebtedness, Borrower's right to reject the Sublease under Section 265 of the Bankruptcy Code after the occurrence of a bankruptcy by Borrower. (b) If, after the occurrence of a bankruptcy by Borrower, Borrower decides to reject the Sublease, Borrower shall give Lender written notice thereof at least fifteen (15) days in advance,of the date on which Borrower' intends to apply to the Bankruptcy Court for authority and permission to reject the Sublease. Lender shall have the right,but not the obligation,within fifteen(15)days after receipt of Borrower's notice,to deliver to Borrower a notice ("Lender's Assumption Notice") in which (i) Lender demands that Borrower assume the Sublease and assign the Sublease to Lender,or its designee,in accordance with the Bankruptcy Code, and (ii) Lender agrees to cure or provide adequate assurance of prompt cure of all Sub-Lessee Defaults reasonably susceptible of being cured by Lender and of future performance under the Sublease. If Lender timely delivers Lender's Assumption Notice to Borrower,Borrower shall not reject the Sublease and shall within fifteen(15)days after receipt of Lender's notice,comply with the demand contained in clause(i)of Lender's notice. If Lender does not timely deliver Lender's Assumption Notice to Borrower, Borrower shall have the right to reject the Sublease. G. Sub-Lessor's Bankruptcy. (a) If, after the occurrence of a bankruptcy by the Sub-Lessor, the Sub-Lessor rejects the Sublease pursuant to Section 365(h) of the Bankruptcy Code (i) Borrower, immediately after obtaining notice of the rejection, shall deliver a copy of the notice to Lender,(ii)Borrower shall not,without Lender's prior written consent(which may be given or withheld in Lender's discretion), elect to treat the Sublease as terminated pursuant to Section 365(h) or any other applicable provision of the Bankruptcy Code, and this Instrument and the lien created by this Instrument shall extend to and encumber Borrower's retained rights under the Sublease that are appurtenant to the Leasehold Parcel and Improvements thereon for the balance of the term of the Sublease and for any renewal or extension of those rights under the Sublease. Borrower transfers and assigns to Lender,as additional security for the Indebtedness, Borrower's rights, after the rejection of the Sublease by the Sub-Lessor,to treat the Sublease as terminated,and any termination of the Sublease made by Borrower without Lender's prior written consent shall be void and have no legal effect. (b) Borrower transfers and assigns to Lender, as additional security for the Indebtedness,all of Borrower's rights to damages caused by the rejection of the Sublease by the Sub-Lessor after the occurrence of a bankruptcy by the Sub-Lessor and all of Borrower's rights to offset such damages against rent and other charges payable under the Sublease. As long as no Default has occurred and is continuing,Lender agrees that it will not enforce its rights under the preceding sentence, but will permit Borrower to exercise such rights with Lender's prior written consent. H. No Merger of Estates. If Borrower acquires the estate of the Sub-Lessor(the"Sub- Lessor's Estate") (i) there shall be no merger between the Sub-Lessor's Estate and the Sub- Leasehold Estate unless all persons,including Lender,having an interest in the Sublease consent in writing to the merger,and(ii)simultaneously with Borrower's acquisition the Sub-Lessor's Estate, the lien of this Instrument shall automatically,without the necessity of any further conveyance,be spread to cover the Sub-Lessor's Estate and as so spread shall be prior to the lien of any deed to secure debt,mortgage,deed of trust or other lien placed on the Sub-Lessor's Estate after the date of this Instrument. Promptly after Borrower's acquisition of the Sub-Lessor's Estate,Borrower,at its sole cost and expense, including payment of Lender's attorneys' fees and out-of-pocket disbursements, shall execute and deliver all documents and instruments necessary to subject the Sub-Lessor's Estate to the lien of this Instrument, and shall provide to Lender a title insurance policy insuring the lien of this Instrument as a first lien on the Sub-Lessor's Estate and the Sub- Leasehold Estate. If Lender acquires the Sub-Lessor's Estate and the Sub-Leasehold Estate (whether pursuant to the provisions of the Sublease, by foreclosure of this Instrument, or otherwise), the Sub-Lessor's Estate and the Sub-Leasehold Estate shall not merge as a result of such acquisition and shall remain separate and distinct for all purposes after such acquisition unless and until Lender shall expressly elect in writing to merge the Sub-Lessor's Estate and the Sub- Leasehold Estate. I. New Lease. If(i)the Sublease is cancelled or terminated for any reason before the natural expiration of its term,and(ii)Lender(or its designee)obtains from Sub-Lessor a new lease in accordance with the term of the Sublease,Borrower shall have no right,title or interest in and to the new lease or the Sub-Leasehold Estate created by the new lease. J. Appointment of Lender as Borrower's Attorney-in-Fact. Borrower makes, constitutes and appoints Lender as Borrower's attorney-in-fact, in Borrower's name, place and stead,with full power of substitution,to take all actions and to sign all documents and instruments which Lender,in its discretion,considers to be necessary or desirable to(i)prevent or cure a Sub- Lessee Default pursuant to Section D above, (ii) perform or carry out any of the Borrower's covenants in these Sections A through J, (iii) request and obtain estoppel certificates from the Lessor under the Sublease, and (iv) take any other action that Borrower is entitled to take with respect to the Sublease. Borrower gives and grants to Lender,as Borrower's attorney-in-fact,full power and authority to do and perform every act and sign every document and instrument necessary and proper to be done in the exercise of the foregoing power as fully as Borrower might or could do,and Borrower hereby ratifies and confirms all acts that Lender,as Borrower's attorney-in-fact, shall lawfully do or cause to be done by virtue of this power of attorney. This power of attorney, being coupled with an interest, shall be irrevocable as long as any of the Indebtedness remains unpaid,provided,however,shall not limit any of the Borrower's rights related to the matters such power of attorney is so granted. Washington County,Oregon 2014-078944 D-MSU 12/10/2014 02:40:17 PM After recording,return to: Stn=4 K GRUNEVVALD 00$2 Access Point Financial,Inc. I.Richard a t t oo$s.00,e o 00$zo 0o $76.00 One Ravinia Drive,Suite 900 I.Richard fnty Clerk Director of Assessment and Tazaaon end Ez� Officio County Clerk for Washington County,Oregon,do hereby Atlanta,GA 30346 certify mar me anrmn msnument of writ,ng was rece sed and recorded in the book of records of said county. Attn: Dilip Petigara Richard Hobernicht,Director of Assessment and Taxation,Ex-Officio Send Tax Statements To: No Change SUBORDINATION For good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged,Shilo Inn,Washington Square,LLC,an Oregon limited liability company ( ("Shilo"),hereby subordinates its security interests in(a)the Promissory Note dated September 8,2014(the"Subordinated Note")in its favor in the amount of$550,000.00,and(b)the Deed of Trust dated September 15,2014,with The OM Tigard,LLC,an Oregon limited liability company("Mortgagor"),to be recorded in Washington County,Oregon real property records (the"Subordinated Mortgage"),to the mortgage executed by Mortgagor in favor of Access Point (-- Financial,Inc.,a Delaware corporation("Mortgagee")dated October 27,2014,to be recorded in 5 the Washington County,Oregon real property records as UP-{— C'1Q - 1 ("Mortgage"),as such real property is described in Exhibit A attached hereto and incorporated 0 herein by this reference("Property"). For so long as the loan secured by the Mortgage in the principal amount of$1,000.00 is due and owing,Shilo agrees that the Subordinated Note and the Subordinated Mortgage on the Property,as described above,are subordinate to all indebtedness owed by Mortgagor to Mortgagee;however,nothing herein shall:(1)create an obligation on behalf of Shilo for any o debts or obligations owed by The OM Tigard,LLC to Lender;(2)limit any rights,obligations or F responsibilities under the Lease or Sublease affecting the Property,or(3)limit,restrict or forbear any right of Shilo to collect payments,as they come due,under the Subordinated Note,provided that Shilo may not take any actions(in law or in equity)to collect the Subordinated Note or enforce the Subordinated Mortgage against The OM Tigard,LLC or Shirish"Doc"Patel without N. first providing Lender with thirty(30)days prior written notice of default under the Subordinated Note and Shilo's intent to collect. Shilo shall only be obligated to provide one(1)such notice to Lender per calendar year for any such defaults under the Subordinated Note. [Signature page to follow] Page 1. Subordination.WA Square.10.2014 12516028v2 25019-0102 DATED: December I 0 ,2014 Shilo Inn,Washington Square,LLC By Cascade Hotel Corporation, its manager By ) "fr1(06nc Staci McDonald,Vice President State of Oregon ) ss. County of Washington qq) Signed and attested before me on �JPrc.•.41iw 5' ,2014 by Staci McDonald,as Vice Presi' t. u:. •er of Shilo Inn,Washington Square,LLC. U • .•, lic,s . cifOregon My co .sion expires OS/W/8 ' '= o srAMP ., JAMES HAWKE BENNETT `;;F/ NOTARY PUBIJC-OREGON _MY COMMISSION D�IRE� JUNE 115,2016 Page 2. Subordination.WA Square.10.2014 12616028v2 25019-0102 Order No.: 362 60 701 7 8CDW-TTPOR50 EXHIBIT"A" A tract of land in the Northwest one quarter of Section 35,Township 1 South, Range 1 West of the Willamette Meridian,in the City of Tigard,County of Washington and State of Oregon,described as follows: Beginning at the Southwest corner of the D.L.Graham Donation Land Claim No.52,Township 1 South,Range 1 West of the Willamette Meridian,Washington County,Oregon and running thence East along the South line of said Donation Land Claim 1,007.9 feet to an iron pipe;thence North 0°28'East, 843.9 feet to an iron pipe on the East line of that certain tract of land conveyed to Andrew Wormsborg by deed recorded on Page 9 of Volume 201 of Washington County,Oregon,Deed Records,which point is the true place of beginning of the herein described tract;thence South 85°58'West,396.67 feet to a one inch iron shaft as reset as station 30+56.2 P.O.S.T.of Washington County Road Plat No.2043(S.W.Greenburg Road)survey of April 1967;thence along a curve to the right with a radius of 686 2 feet and a long chord which bears North 38°16'45"East,48.81 feet to a 3/4 inch iron pipe;thence along the East right of way of said County Road 2043,North 40°15'East,225.82 feet to a 3/4 inch iron pipe;thence South 74°24'East,228.29 feet to a one inch channel iron;thence South 00°16' West,121 39 feet to a one inch iron pipe,the true point of beginning. EXCEPTING THEREFROM that portion thereof dedicated for street purposes by instrument recorded January 3, 1985,as Recorder's Fee No.85-000189. Together with a non exclusive easement for road and utility purposes over,under and across the following described portion of the Northwest one quarter of Section 35,Township 1 South,Range 1 West of the Willamette Meridian,in the City of Tigard,County of Washington arid State of Oregon,more particularly described as follows: Beginning at the Southeast corner of that tract conveyed to Cary-I.Cotton and wife by Deed Book 361,Page 583,which point bears South 88°10'West,643.8 feet and South 0 degrees 20'East,466.5 feet from the Southeast corner of Lot 5,ASHBROOK FARM;thence South 88°10'West, 100 feet to the Southwest corner of said Cotton tract;thence North 0°20'Weston the West line of said Cotton tract,200 feet;thence South 88°10' West on the South line of an easement described in Deed Book 433.Page 472,a distance of 100 feet to the West line of that tract conveyed to Conrad E.Anderson and wife,by Deed Book 254,Page 793;therce South 0°20'East along the West line of the Anderson tract a distance of 4.00 feet to a point which is 34.00 feet South of the center line of a connecting road known as Southwest Shady Lane,which point is also 16.00 feet North of the Northeast corner of that certain tract described in contract to Dorald A.Forbes,et al,recorded in Book 1067, Page 109,Deed Records,and the true point of beginning of the parcel to be described;from said true point of beginning running West parallel to the center line of Southwest Shady Lane a distance of 15.00 feet;thence South 0°20'East,parallel to and 15.00 feet distant Westerly from the Westerly line of the aforementioned Anderson tract,a distance of 127 feet,more or less,to the Southwesterly line of the Burdick tract;thence South 73°17'00"East along the Southwesterly line of the Burdick tract a distance of 15.50 feet,more or less,to the Southeast corner of the Burdick tract,which point is also on the Westerly line of the Anderson tract;thence North 0°20'West along the Westerly line of the Anderson tract,a distance of 131.25 feet to the true point of beginning. Together with a non exclusive easement recorded July 20,1979 as Fee 79-028579 for road and utility purposes over,under and across the following described portion of the Northwest one quarter of Section 35,Township 1 South,Range 1 West of the Willamette Meridian,in the City of Tigard,County of Washington and State of Oregon,more particularly described as follows Beginning at the Southeast corner of that tract conveyed to Cary H.Cotton and wife by Deed Book 361,Page 583,which point bears South 88°10'West,643.8 feet and South 0°20'East,466.5 feet from the Southeast corner of Lot 5,ASHBROOK FARM;thence South 88°10'West,100 feet to the Southwest corner of said Cotton tract;thence North 0°20'West on the West line of said Cotton tract,200 feet;thence South 88°10'West on the South line of an easement described in Deed Book 433,Page 472,a distance of 100 feet to the West line of that FDOR0553.rdw EXHIBIT"A" (Continued) tract conveyed to Conrad E.Anderson and wife,by Deed Book 254,Page 793;and the true point of beginning of the parcel to be described;from said true point of beginning running South 0°20'East on the West line of the Anderson tract,a distance of 155.25 feet;thence North 89°40'East,a distance of 15.00 feet;thence North 0°20' West a distance of 155.25 feet,more or less,to a point on the South line of that certain easement described in instrument recorded in Book 433,Page 472,Deed Records;thence South 88°10'West along the Southerly line of said easement a distance of 15.00 feet,more or less,to the point of beginning. Together with an easement recorded March 22,1984 as Fee No.84-010838 for drainage purposes over a strip of land 5.0 feet in width lying 5.0 feet Westerly and adjacent to the following described line: Beginning at the Southwest corner of the D.L.Graham Donation Land Claim No.52,Township 1 South,Range 1 West of the Willamette Meridian,Washington County,Oregon and running thence East along the South line of said Donation Land Claim 1,007.9 feet to an iron pipe;thence North 0°28'East,572.9 feet to an iron pipe on the East line of that certain tract of land conveyed to Andrew Wormsborg by Deed as recorded on Page 9 of Volume 201 of Washington County,Oregon,Deed Records;thence South 85°08'West,525.9 feet to a point in County Road No.179,which point is on the West line of said Wormsborg tract;thence North along said West line and In said County Road 187.1 feet to a point;thence North 40°00'East along the Northwesterly line of said Wormsborg tract and in said County Road 125.4 feet to a point;thence North 85°58'East,447.5 feet to an iron pipe on the East line of said Wormsborg tract to the true point of beginning of the hereinbefore mentioned easement line;thence South°28'West along the East line of said Wormsborg tract 110 feet,more or less,to Fanno Creek and the end of said easement line. FDOR0553.rdw RECEIVED MAR 3 0 2015 CITY OF TIGARD LANDLORD WAIVER AND CONSENT PLANNING/ENGINEERING THIS LANDLORD WAIVER AND CONSENT ("Agreement") is made as of this "" day of '44+'*01- , 2014, by the undersigned Landlord WEST COAST SERVICE COMPANY, a general partnership ("Landlord"), SHILO INN, WASHINGTON SQUARE, LLC, an Oregon limited liability company ("Sublandlord") and THE OM TIGARD, LLC, an Oregon limited liability company ("Company") in favor of ACCESS POINT FINANCIAL, INC., a Delaware corporation ("APF"). RECITALS A. Landlord is the lessor to Sublandlord under a Ground Lease dated January 31, 1984, as amended, a memorandum of which was recorded November 15, 1084 under Recorder's Fee No. 84-044772, Official Records of Washington County, Oregon (the "Ground Lease"). With Landlord's consent, Sublandlord has subleased to Company the real property under the Ground Lease, and Company is the lessee as to such real property and the owner of physical improvements therein (the "Sublease") located at 10830 SW Greenbura Road, Tigard, OR 97223 (collectively, "Premises"). As used below, the term "Lessee" means Company as subtenant under the Sublease and as owner of the physical improvements on the land. B. APF and Company, as the Lessee, entered into a loan agreement dated , 2014, a copy of which is attached as Exhibit"A" ("Loan") and may now or hereafter enter into a security agreement, a copy of which is attached as Exhibit"B" under which APF may be granted a security interest in some or all of the Company's now owned or hereafter acquired equipment, furniture and fixtures and all proceeds, replacements and accessions to any or all of the foregoing (collectively, "Company Personal Property"). APF and Company also may enter into financing leases under which APF will finance Company's purchase of equipment, furniture and fixtures initially titled in APF's name during the term of the lease (such leased property, together with all proceeds, replacements and accessions to any or all of the foregoing, is collectively referred to as"APF Personal Property"). C. Some or all of the Company Personal Property and the APF Personal Property (collectively, "Personal Property")will be placed, stored or otherwise located on the Premises. D. APF has required, as a condition for APF to enter into such loans and/or leases with Company and extend certain financial accommodations to Company, that Landlord and Sublandlord subordinate and waive any rights, interest or liens which it may have or claim to the Personal Property. In order for APF to loan to Company, APF requires this Landlord Waiver and Consent agreement be signed by all parties. AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein, the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 1. Representations, Warranties and Covenants of Landlord and Sublandlord. Each of Landlord and Sublandlord (as to themselves) hereby represents and warrants to, and covenants and agrees with, APF as follows: (a) To the best of knowledge, no default or event of default has occurred and is continuing under the Ground Lease or Sublease. To Landlord's and Sublandlord's best knowledge, information and belief, no state of facts or conditions exist which, with the giving of applicable notice or the expiration of applicable grace or cure periods, or both, would constitute a default or an event of default under the Ground Lease or Sublease, as applicable. (b) Landlord is the sole owner of the fee simple title to the Premises. Sublandlord leases the fee simple title to the Premises from Landlord and has leased it to Company pursuant to the Sublease. Sublandlord owns the physical improvements on the Premises and is conveying them to Company in connection with the Sublease. With the exception of Sublandlord (as to the Ground Lease) and Sublandlord (as to the Sublease) no consent or joinder from any other party is required in connection with, or as a condition to, Landlord's execution of this Agreement. 1 (c) The Company's grant of a security interest in the Personal Property to APF, shall not constitute a default or an event of default under the Ground Lease. (d) Each of Landlord and Sublandlord has granted all necessary consents to the security interest granted by Company to APF and to the improvements to the Premises, if any, which are being financed by APF. (e) The Personal Property shall not be removed from the Premises by or on behalf of Landlord without the prior written consent of APF. (f) The insurance maintained by Company with respect to the Personal Property may name APF as an additional insured and as primary loss payee. (g) Nothing contained herein shall be interpreted to obligate APF in any respect with regard to the Ground Lease or the Sublease. 2. Representations, Warranties, Covenants and Agreements of Company. Each of Sublandlord and Company hereby represents and warrants to, and covenants and agrees with APF as follows: (a) Sublandlord and Company has furnished APF with a true, accurate and complete copy of the Ground Lease and Sublease. (b) Sublandlord and Company shall not default under the provisions of the Ground Lease and any such default shall constitute an "Event of Default" under Company's lease or loan with APF. (c) Nothing contained herein shall be interpreted to obligate APF in any respect with regard to the Ground Lease or the Sublease. 3. Subordination. Landlord and Sublandlord hereby agree that APF's right, title and interest in and to the Personal Property, and to all proceeds therefrom (including without limitation insurance proceeds), whether now in existence or hereafter arising, shall be prior and superior to any and all liens which Landlord or Sublandlord may now or in the future have in the Personal Property, however and whenever arising. Landlord and Sublandlord hereby subordinates in favor of APF any such liens which Landlord or Sublandord, as applicable, may now or in the future have so long as the Loan remains unpaid. The Loan may not be modified, extended, amended or supplemented without Landlord's and Sublandlord's prior written consent, which consent may be withheld in the parties' sole discretion. 4. APF's Right of Entry. APF hereby is authorized and directed at any time to enter the Premises for periodic inspections of the Personal Property and, only after an uncured event of default with respect to the Ground Lease or Sublease claimed by the Landlord or Sublandlord, to remove the Personal Property from the Premises, in a commercially reasonable manner so as to not cause damage to the Premises or hotel property ; provided, however, that, by its acceptance hereof, APF agrees to repair, or pay the reasonable cost to repair, any physical injury to the Premises caused directly by the removal of the Personal Property (but APF shall not be liable for any diminution in the value of the Premises resulting from the removal of any of the Personal Property). 5. Notice of Default. Each of Landlord and Sublandlord, as appropriate under the Ground Lease and Sublease, shall promptly notify APF in writing of any default by Sublandlord or Company under the Ground Lease or Sublease, and APF shall have the right (but is not obligated) to cure such default on behalf within 30 days from the date it receives such notice. The failure of Landlord or Sublandlord to provide such notice shall not impair the rights of either party against Company. Company agrees that any sums (including reasonable legal fees) expended by APF to cure a default under the Ground Lease or Sublease, as applicable, shall be deemed secured by the Personal Property under the applicable transaction documents entered with APF. 6. Power to Execute Agreement. Each party hereby represents and warrants to the other that it has full power and authority to execute this Agreement, that the execution and delivery of this Agreement by the party making this representation has been fully authorized and directed, that the persons executing 2 this Agreement on behalf of the party making this representation have been duly authorized to do so, and that this Agreement, once executed, shall be the valid and binding obligation of the party making this representation, enforceable against it in accordance with its terms. 7. Notices, Demands and Requests. All notices and other communications to be provided to APF under this Agreement are to be in writing, addressed to the respective party to the address as set forth below such party's signature hereto, and shall be deemed to have been duly given (a) upon delivery, if delivered in person with receipt acknowledged by the recipient thereof, (b) one business day after having been timely deposited for overnight delivery, fee prepaid, with any reputable overnight courier service, or(c) three business days after having been deposited in any post office or mail depository regularly maintained by the U.S. Postal Service and sent by certified mail, postage prepaid, return receipt requested. Each party may establish a new address from time to time by written notice to the other given in accordance with this section; provided, however, that no such change of address will be effective until written notice thereof is actually received by the party to whom such change of address is sent. Notice to additional parties designated by a party entitled to notice are for convenience only and are not required for notice to a party to be effective in accordance with this section. Otherwise, nothing herein shall modify the terms of the Ground Lease or Sublease Notice provisions as it relates to the parties thereto. 8. Miscellaneous. (a) Entire Agreement; Modification. This Agreement supersedes all prior agreements, understandings, representations and communications between the parties, whether oral or written, with respect to the transactions contemplated hereby. Neither this Agreement nor any provisions hereof will be modified, supplemented or waived, except by an instrument in writing signed by both parties hereto and then only to the extent expressly provided in such writing. (b) Binding Effect. The Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, legal representatives, successors, successors and assigns, whether by voluntary action of the parties or by operation of law. The foregoing shall not be construed to permit assignments or other transfers otherwise prohibited. If any party consists of more than one person or entity, the obligations and liabilities of each such person or entity hereunder shall be joint and several. (c) Applicable Law. This Agreement and all the rights and obligations hereunder will be governed in accordance with the laws of the State of Oregon (without regard to its conflict of laws principles). (d) Enforceability. If any provision of this Agreement is found by competent judicial authority to be invalid or unenforceable, the other provisions of this Agreement that can be carried out without the invalid or unenforceable provision will not be affected, and such invalid or unenforceable provision will be ineffective only to the extent of such invalidity or unenforceability and shall be construed to the greatest extent possible to accomplish fairly the purposes and intentions of the parties hereto. All rights and remedies under this Agreement are distinct and cumulative not only as to each other but as to any rights or remedies afforded by law or equity. They may be exercised together, separately or successively. Any failure by a party to exercise any of its remedies does not constitute a waiver of that remedy in the future as to the same or any other default. (e) Ambiguity; Headings; Gender; and Certain Terms. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against Lessor by virtue of the fact that such document has originated with Lessor as drafter. Both parties agree that this Agreement shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto. Section headings are for convenience only and shall not enter into interpretation of this Agreement. Words used in this Agreement may be used interchangeably in singular or plural form, and any pronoun shall be deemed to cover all genders. "Herein," "hereof' and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or other subdivision. Reference to days for performance shall mean calendar days unless business days are expressly indicated. 3 (f) Multiple Counterparts. This Agreement may be executed in one or more counterparts, each of which counterpart will, for all purposes, be deemed an original, but all such counterparts together will constitute one instrument. Any of the parties may execute this Agreement by signing separate counterpart signature pages, and all such pages may be assembled to create counterparts of this Agreement. Signatures transmitted by telecopy or as emailed PDF copies shall be binding as originals, and each party hereby waives any defenses to the enforcement of the terms of this Agreement based upon the form of signature (whether "ink original," telecopied or emailed PDF copies). If telecopied signatures or emailed PDF copies are used to exchange signed counterparts, the parties will each forward original counterpart signatures to the other promptly after delivery of the telecopied signatures or PDF copies. (g) Consent to Jurisdiction. Each party hereto agrees and consents to the jurisdiction and venue of any state or federal court sitting in Washington County, Oregon with respect to any legal action, proceeding, or dispute between them as it relates to this Agreement and hereby expressly waives any and all rights under applicable law or in equity to object to the jurisdiction and venue of said courts. Each party further irrevocably consents to service of process by certified mail, return receipt requested, to the address for such party last provided in accordance with the notice provision of this Agreement. 9. Copy and Notice to Landlord. A signed counterpart, or true copy, of this Agreement will be provided to Landlord after this Agreement is fully signed. When the Loan is repaid and APF's interest is released from the Premises, this Agreement will terminate and APF or Company will notify Landlord of such release and termination. [NO MORE TEXT ON THIS PAGE] 4 IN WITNESS WHEREOF, the parties have entered into this Agreement and affixed their seals hereto as of the date first above written, intending to be legally bound hereby. SUBLANDLORD: COMPANY: SHILO INN, WASHINGTON SQUARE, LLC THE OM TIGARD, LLC ( By _.� 1 i ti d t By: L \/ i Name .q = Name: ;,./ .> 'r cam, . 0 r� Title: �.,. ..,' Title: S.) n _ " , ., ;Y 12_- Address for Sublandlord: Address for Company: Shilo Inn, Washington Square, LLC 11042 SE 121st Court 11600 SW Shilo Lane Clackamas, OR 97086 Portland, Oregon 97225 Attention: t 41-J`-- Attention: 'L` {k :v✓� APF: ACCESS POINT FINANCIAL, INC. By: Name: Title: Address for APF: Access Point Financial, Inc. 1 Ravinia Drive Suite 900 Atlanta, Georgia 30346 Attention: LANDLORD: • WEST COAST SERVICE COMPANY By- ' Name/Ti . Gerald V. Miller, partner By: Name/Title: Robert M. Schaefer, partner By: Name/Title: Sally Jo Schaefer, partner Address for Landlord: With a copy to: And a copy to: West Coast Service Company West Coast Service Company Stoel Rives LLP 10250 SW Greenburg Road 105 W. Evergreen, Suite 200 900 SW Fifth Avenue, Lincoln Center, Suite 214 Vancouver,Washington 98660 Suite 2600 Portland, Oregon 97223 Attention: Robert M. Schaefer Portland, OR 97204 Attention: Gerald V. Mille; and Sally Jo Schaefer Attention: David W. Green 5 IN WITNESS WHEREOF, the parties have entered into this Agreement and affixed their seals hereto as of the date first above written, intending to be legally bound hereby. SUBLANDLORD: COMPANY: SHILO INN,WASHINGTON SQUARE, LLC THE OM TIGARD, LLC By: By. Name: Name: Title: Title: Address for Sublandlord: Address for Company: Shilo Inn,Washington Square, LLC 11042 SE 121w Court 11600 SW Shilo Lane Clackamas, OR 97086 Portland, Oregon 97225 Attention: Attention: APF: ACCESS POINT FINANCIAL, INC. Name: Title: Address for APF: Access Point Financial, Inc. 1 Ravinia Drive Suite 900 Atlanta, Georgia 30346 Attention: LANDLORD: WEST COAST SERVICE COMPANY By: Name/Title: Gerald V. Miller, partner By. ' 1 // Na e/Title: •obert M. Scaefer, partner By. Name/Title: Slfilly Jo Schaef r, partner Address for Landlord: With a copy to: And a copy to: West Coast Service Company West Coast Service Company Stoel Rives LLP 10250 SW Greenburg Road 105 W. Evergreen, Suite 200 900 SW Fifth Avenue, Lincoln Center, Suite 214 Vancouver, Washington 98660 Suite 2600 Portland, Oregon 97223 Attention' Robert M. Schaefer Portland, OR 97204 Attention: Gerald V. Miller and Sally Jo Schaefer Attention: David W. Green 5 RECEIVED SUBLEASE MAR 3 0 2015 LANDLORD: Shilo Inn, Washington Square LLC CITY OF TIGARD PLANNING/ENGINEERING TENANT: The OM Tigard, LLC, and Shirish B. Patel, individually RECITALS A. Landlord is the present holder of the Lessee's interest in that certain lease agreement (the"Ground Lease")dated January 31, 1984, between West Coast Service Company, a general partnership, as Lessor, and William F. Brenner and Lorenne Brenner and Chi Sung Pong and Wen Chu Pong, as lessee, for real estate located at 10830 SW Greenberg Road, Tigard, Oregon, and commonly known as the Shilo Inn, Washington Square. The legal description of the property subject to the Ground Lease is attached as Exhibit A. A copy of the Ground Lease is attached hereto as Exhibit B. The real property subject to this Sublease is referred to herein as the "Leased Premises." B. Landlord is the owner of the improvements located on the Leased Premises as well as the furniture, fixtures, and equipment ("FF&E") located in or on the Leased Premises. C. The Leased Premises and the improvements and the FF&E are presently operated as a limited service hotel, and are collectively referred to herein as the"Hotel." THE PARTIES AGREE AS FOLLOWS: 1. Landlord herby leases to Tenant and Tenant hereby leases of and from Landlord that certain real property situated in Washington County, Oregon, referred to herein as the "Leased Premises"as described in Exhibit A for the term and at the rental and upon the covenants, conditions and stipulations as set forth in this agreement. Tenant accepts the Leased Premises AS IS and all of its exceptions including access in accordance with title insurance report dated May 28, 2008, from Ticor Title Insurance Company (Order #913328), a copy of which has been received and reviewed and approved by Tenant. 2. The Sublease created by this agreement is only for a lease of the land. Tenant is separately purchasing the improvements and the FF&E,and Landlord is financing part of the purchase price for the improvements and the FF&E through a separate note secured by a deed of trust on the Tenant's leasehold interest and the improvements and FF&E (the"Note"and"Deed of Trust"). A default by Tenant in the performance of the Note and/or the Trust Deed and/or the Underlying Financing(as hereinafter defined) shall likewise be a default under this Sublease, and any cure or affirmation of this Sublease, whether in Bankruptcy Chapter 11 or otherwise, shall require the full payment and performance of the terms of the Note and/or Trust Deed and/or the Underlying Financing as well as making the lease payments and otherwise performing the terms of this Sublease and/or the Ground Lease. A default in the performance of the terms of this SUBLEASE Page 1 Sublease shall also be a default in the performance of the terms of the Note and Trust Deed. 3. The term of this Sublease shall commence June 1, 2008, and shall end concurrently with the ending date of the Ground Lease including any extension options under the Ground Lease that have currently been exercised. When the Note and Trust Deed have been paid in full, and provided that the Ground Lease is not then in default, this Sublease will terminate, and the Lessee's interest in the Ground Lease will be assigned to Tenant under the terms as more fully set forth in section 20 below. The Ground Lease has a current lease term that extends until June 30, 2024. 4. Tenant's initial rent shall be equal to the rent paid by Landlord on the Ground Lease. The rent for June, 2008 shall be paid to Landlord by Tenant in the amount of$7,678.82 at closing. Thereafter, the rent shall be paid to Landlord on the first day of each month, commencing July 1, 2008. As long as Tenant pays its rent as agreed, Landlord shall pay the rent on the Ground Lease. The rent shall increase at the same time and in the same amounts as the Ground Lease. Pursuant to the terms of the Ground Lease, commencing July 1, 2008, the monthly rent shall increase by five percent(5%)to $8,062.76. In all events, the rent under this Sublease shall not be less than the rent due under the Ground Lease. All rent payments shall be due on the first day of each month and shall be delinquent if not paid by the fifth day of each month, and, at the option of the Landlord, Tenant shall be in default under this Sublease and the Note and Trust Deed. If all rent due is not received by the fifth day of the month, there shall be a late charge equal to five percent (5%) of the amount due,plus interest shall accrue on the past due rent at the rate of twelve percent (12%)per annum from the first day of the month for which the rent was due. The late payment charge and the interest shall be in addition and not in lieu of any other remedies to which the Landlord is entitled. 5 . Real property taxes for the land and all improvements shall be paid by Tenant. 5.1 Tenant shall reimburse Landlord at the execution of this Sublease in the sum of$2,570.41 ($85.6804657/day) for the property taxes for the month of June, 2008, which Landlord has already paid. 5.2 Tenant shall pay to Landlord property tax reserve payments. Unless the Bank requires tax reserve payments under the Underlying Financing, Landlord shall deposit the tax reserves to an interest-bearing account(the"Property Tax Reserve Account"). As long as Tenant is not in default, the interest earned on the Property Tax Reserve Account shall be for the benefit of Tenant. 5.3 In order to have sufficient funds on hand to pay the 2008-2009 taxes on or before November 15, 2008, Tenant shall pay, upon the execution of this Sublease, a sum equal to 7/12ths of 103% of the 2007-2008 property taxes. Such sum shall be deposited to the Property Tax Reserve Account. SUBLEASE Page 2 5.4 Commencing July 1, 2008,Tenant shall pay on the first day of each month, together with rent payment, a sum equal to 1/12th of the estimated property taxes which initially shall be 1/12th of 103%of the 2007-2008 property taxes. In addition to the November property tax reserve payment Tenant shall pay with the November reserve payment any additional amount necessary to pay the real property taxes for the current fiscal year in full. Landlord shall adjust the amount of the property tax reserve payment annually, commencing with the December tax reserve payment to allow for the collection of an estimated sum equal to the estimated real property taxes for the next fiscal year. If there is any reduction in the amount of taxes due, and provided the Tenant is not in default under this Sublease and/or the Ground Lease, and/or the Note and Trust Deed,the amount in excess of the taxes due shall be refunded to Tenant. If the full amount of each tax reserve payment is not paid within five (5)days of its due date, Tenant shall pay, in addition to the taxes owing, a sum equal to five percent(5%) of the amount owing, and in addition, Tenant shall pay interest at twelve percent(12%)per annum from the date the payment was due from Tenant to Landlord until such payment is made in full. 5.5 When the Note and Trust Deed are paid in full any sums in the Property Tax Reserve Account shall be paid to Tenant. 6. Tenant shall pay to Landlord all special assessments applicable to the Leased Premises or the improvements at the times and in the amounts as required by paragraph 7(b) of the Ground Lease. If the full amount of any assessment is not paid when due, Tenant shall pay, in addition to the amount of the assessment owing,a sum equal to five percent (5%) of the amount owing, and in addition, Tenant shall pay interest at twelve percent(12%) per annum from the date the payment was due from Tenant to Landlord until such payment is made in full. 7. Insurance. 7.1 Tenant shall at all times during the term of this Sublease and any extensions hereof purchase and pay for the following kinds of insurance: 7.1.1 Liability insurance for the Leased Premises, including but not limited to automobile liability in a sum of not less than$2,000,000 per occurrence and shall name Landlord as an additional named insured. 7.1.2 Fire and extended coverage in an amount equal to one hundred percent (100%) of full replacement cost of the improvements and the FF&E, and shall name Landlord as an additional loss payee as Landlord's interest may appear. 7.1.3 Earthquake insurance with a deductible not greater than$50,000 or such lesser amount required by the Underling Financing. 7.1.4 Such additional amounts or types of insurance as may be required by the Ground Lease and/or the Underlying Financing. In all events all insurance shall satisfy as a minimum the requirements of the Ground Lease and the Underlying Financing if greater than the requirements of this Sublease. SUBLEASE Page 3 7.2 Certificates of Insurance shall be provided to Landlord, Lessor, and the holder of the Underlying Financing, and where required by the lease or loan documents, copies of policies shall be provided. All insurance policies shall provide that such policy shall not be cancelled without less than 30 days notice to Landlord, Lessor, and the holder of the Underlying Financing. 7.3 In the event of any damage or destruction of the improvements or the FF&E, Tenant shall repair or replace as required by the Ground Lease. Except to the extent of any claim on insurance proceeds by the holder of the Underlying Financing, and provided Tenant is not in default, Tenant may use the insurance proceeds to pay for the damage or destruction, but in the event there are no insurance proceeds or such insurance proceeds are insufficient to repair or replace the damage, Tenant shall still be required to complete the repairs or replacement as required by the Ground Lease. 8. Landlord is liable on a promissory note to Cathay Bank ("Cathay Bank")on which the current balance is approximately $621,000. Such note is secured by a first deed of trust and UCC financing statement on Landlord's leasehold interest in the Leased Premises, and the improvements and the FF&E. Such note,trust deed, and UCC financing statement are collectively referred to herein as the"Underlying Financing." 8.1 As long as Tenant is not in default under this Sublease and/or the Ground Lease, and/or the Note and Trust Deed, Landlord shall make the payments under the Underlying Financing. Tenant shall be responsible to Landlord to perform the duties under the Underlying Financing which are to be performed by the party in possession of the collateral, including but not limited to maintenance. In the event Cathay Bank requires the payment of reserves for property taxes, Landlord shall pay the tax reserve payments received from Tenant to Cathay Bank. If Cathay Bank requires reserves for insurance or any other reserves that may be required under the Underlying Financing, Tenant shall pay to Landlord such sums not later than 10 days prior to when such sums are due under the Underlying Financing. 8.2 Tenant shall prepare and provide to Landlord at the end of each month a month-end daily report sheet reflecting occupancy, gross receipts, and average daily room rate. Tenant shall prepare and provide to Landlord within 10 days of the end of each calendar quarter(March 31, June 30, September 30, and December 31) a quarterly operating statement showing the gross receipts, net operating revenues and all expenses prepared in accordance with Generally Accepted Accounting Procedures as applied to hotel operations. Tenant shall prepare and provide to Landlord within 30 day of the end of each calendar year a year-end operating statement and balance sheet showing the gross receipts, net operating revenues and all expenses prepared in accordance with Generally Accepted Accounting Procedures as applied to hotel operations. 8.3 If required by Cathay Bank, Tenant shall prepare and provide to Landlord all financial reports required by the Underlying Financing for the performance of the collateral property; all such reports shall be prepared in the form and contain the information required by the Underlying Financing, and shall be delivered not later than 2 SUBLEASE Page 4 days prior to the time such report(s) must be delivered to Cathay Bank. In the event the requirements of the Underlying Financing with respect to the payment of taxes, or the amount or kinds of insurance are greater than the requirements of this Sublease, then Tenant shall, at the option of Landlord, pay the taxes and provide the kind and amount of insurance that will satisfy the terms of the Underlying Financing. 9. Tenant shall keep the Leased Premises and the improvements and the FF&E in good and sanitary order and repair, and shall keep the premises improvements and all things connected therewith, including adjacent sidewalks , in a clean and healthy condition and in good order and repair in accordance with all applicable ordinances and in compliance with the terms of the Ground Lease and the Underlying Financing. 10. Tenant shall keep the Leased Premises and the improvements and FF&E free of liens and encumbrances save and except the lien of the Underlying Financing and the Note and Trust Deed. Tenant shall not make any additions or material improvements without the written consent of Landlord and the Lessor under the Ground Lease. Any material changes or improvements necessary to change the Hotel to another franchise shall be subject to Landlord's written approval which approval shall not be unreasonably withheld or delayed as long as such improvements are approved by the Lessor and do not reduce the value of Landlord's collateral under the Note and Trust Deed. 11. Tenant shall pay for all charges for steam, gas, electricity, lights, water, heat, power, sewer and other services used in and for the Leased Premises and/or the improvements and shall indemnify Landlord against any liability for any of such services. 12. In the event of any condemnation the provisions of paragraph 12 of the Ground Lease shall control, except that any sum to which Tenant would otherwise be entitled shall first be applied to all sums owing on the Underlying Financing and then to any remaining amount owing on the Note and Trust Deed. 13. Tenant shall not assign, sublet or encumber the Leased Premises, or the improvements or the FF&E without the written consent of the Lessor under the Ground Lease and the Landlord. Landlord shall have the absolute right to refuse to consent to any assignment or sublease as long as any sum is owing under the Note and Trust Deed or this Sublease and/or the Ground Lease are in default. 14. Tenant shall only use the Leased Premises and the improvements as a Hotel and shall keep the Hotel in operation.. Tenant shall not use the Leased Premises or the improvements in an unlawful manner or permit any unlawful use of the Leased Premises or the improvements or any part thereof. Tenant shall hold Landlord and Lessor harmless, and indemnify them, to include attorneys' fees and costs, for any damage or liability either Landlord and/or Lessor may incur by reason of any unlawful activity in or about the Leased Premise or the improvements. 15. Each of the following shall be deemed a default by Tenant and a breach of this Sublease: SUBLEASE Page 5 15.1 A default in the payment of rent herein reserved, or any part thereof, for a period of five (5) days. No prior written notice from Landlord shall be required in order for Landlord to declare a default. 15.2 A default in the payment of taxes, or insurance, or any reserve payments required by the Underlying Financing, for a period of five (5) days from the date such payment is due. No prior written notice from Landlord shall be required in order for Landlord to declare a default. 15.3 A failure by Tenant to pay any late payment penalty or interest on any past due payment. Landlord shall have the right to accept a tender of a payment due without the late payment penalty or interest to which Landlord is entitled, and such acceptance shall not be deemed a waiver of Tenant's default and shall not waive Landlord's right to require the payment of the late penalty and/or interest. 15.4 A default in the performance of any other covenant or condition of this Sublease on the part of Tenant to be performed, for a period of ten(10)days after service of written notice by Landlord on Tenant. • 15.5 A default by Tenant under the terms of the Note and Trust Deed. 15.6 A default under the Ground Lease or the Underlying Financing caused by Tenant's failure to perform under the terms of this Sublease. As between Landlord and Tenant, Landlord shall have the right but not the duty to make any payment or perform any act required under the terms of the Ground Lease and/or the Underlying Financing even though Landlord has not received performance from Tenant, and no such payment or performance by Landlord shall be deemed a waiver of Tenant's default. However, Landlord shall have no liability to Tenant if Landlord waits until Tenant performs under this Sublease but Landlord is then not able to obtain a cure of the default under the Ground Lease and/or the Underlying Financing. 15.7 Any notices of default required to be given to Tenant by the terms of this section 15 shall be sent by certified mail, return receipt requested, addressed to: The Om Tigard, LLC Attn: Shirish B. Patel 11042 SE 1213`Court Clackamas, Oregon 97015 16. In the event of Tenant's default under this Sublease and/or the Note and Trust Deed, Landlord shall have the following remedies which shall be cumulative to the maximum extent permitted by law: 16.1 To terminate this Sublease and take possession of the Leased Premises and improvements and FF&E free of any interest of Tenant. 16.2 To declare the balance of the Note immediately due and payable and commence any remedies to which Landlord is entitled under the terms of the Note and/or Trust Deed. 16.3 To record the Default Deed as set forth in paragraph 18 below. 16.4 To collect from Tenant all damages incurred by Landlord by reason of Tenant's default. SUBLEASE Page 6 17. In the event of any termination of this Sublease by reason of any default or breach by Tenant, Landlord shall be entitled to recover from Tenant, as liquidated damages, all of the following: 17.1 The amount of all past-due and unpaid rent, taxes, insurance premiums, late penalties, and interest owing by Tenant to the date of Landlord obtaining possession of the Leased Premises; and 17.2 The amount of all expenses, including reasonable attorneys' fees and costs (including but not limited to foreclosure reports, recording fees, any engineering reports or other inspections), incurred in recovering possession of the Leased Premises and the improvements and FF&E; and 17.3 The amount of all expenses, costs and damages (including but not limited to attorneys' fees and costs paid on account of other parties' attorneys) incurred by Landlord by reason of Tenant's default causing a default in the Ground Lease and/or the Underlying Financing; and 17.4 The reasonable replacement cost of any missing or damaged FF&E that was included in the original sale of the Hotel to Tenant; and 17.5 All reasonable charges and costs to care for the Leased Premises and improvements and FF&E while vacant, and all of the reasonable costs and charges to make any repairs necessary to restore the Leased Premises and the improvements and FF&E to the condition they should have been in if Tenant had maintained the Hotel in a proper manner as agreed; and 17.6 If Landlord elects to relet the Leased Premises, an amount equal to the rent reserved under this Sublease less the rent collected by Landlord on reletting the Leased Premises; or, if Landlord elects to retain the Leased Premises and operate the Hotel, the reasonable cost to restore the Hotel to retain the then current franchise (including any franchise transfer fee) or the cost of restoring the Hotel to a Shilo Inn,plus any loss incurred after deducting operating expenses (including reasonable management fees) from income from operation of the Hotel for one year after recovering possession of the Hotel. 18. Concurrently with the execution of this Sublease, and the Note and Trust Deed, Tenant shall execute a warranty deed (the"Default Deed")back to Landlord. The purpose of the Default Deed shall be to reconvey all of Tenant's interest in the Leased Premises, the improvements and the FF&E back to Landlord in the event of Tenant's default. The Default Deed shall contain specific reference to this Sublease and shall contain a blank to be used, if necessary, to fill in the recording information for the Recording Notice for this Sublease. The Default Deed together with a letter of instructions shall be deposited with the Deposit Agent. The Deposit Agent may be an attorney of Landlord's choosing who has or is currently providing legal services to Landlord and/or to Shilo Inns. The Deposit Agent shall also hold the executed but undated Consent and Assignment of Ground Lease, to be used to convey the leasehold interest under the Ground Lease to Tenant if and when the Tenant pays the Note and Trust Deed in full. At closing, Tenant shall pay to Landlord the sum of$2,500 for the cost of establishing the Deposit Escrow. SUBLEASE Page 7 • 18.1 In the event of Tenant's default, Landlord shall have the option to exercise Landlord's right to foreclose through the use of the Default Deed. To foreclose using the Default Deed, Landlord shall send written notice to the Deposit Agent and the Tenant specifying the default or defaults and precisely what Tenant must do to cure the default. The notice may be made by hand delivery or certified mail return receipt requested. 18.2 If the default can be cured simply by the payment of money,the notice shall state exactly how much must be paid, what the payment is for,the address to which payment shall be delivered, and the date by which payment must be made. Tenant shall have not less than five business days from the date of receipt of the notice within which to cure the monetary default. Landlord shall have the right to require payment by wire transfer or certified funds. If payment is made by check, and the check is dishonored, the payment shall be treated as having not been made. 18.3 If the default cannot be cured simply by the payment of money,the Tenant shall have up to 30 days after receipt of the default notice to cure the non-monetary default(s); provided, however, that if the Tenant's default has caused a default in the Ground Lease and/or the Underlying Financing,the time in which Tenant has to cure the non-monetary default shall be no greater than the time Landlord has to cure the same default under the Ground Lease and/or Underlying Financing. 18.4 If Tenant's defaults are both monetary and non-monetary, and if Tenant fails to cure the monetary defaults within the time required under subparagraph 18.2, Landlord may proceed to have the Deposit Agent record the Default Deed under paragraph 18.5 below and terminate Tenant's interest without waiting to determine whether Tenant will cure the non-monetary default(s). 18.5 If Tenant fails to cure the defaults within the time or times specified, Landlord shall so notify the Deposit Agent in writing. The Deposit Agent shall then deliver the Default Deed to Landlord for recording, and the recording of such Default Deed shall convey all of Tenant's interest in the Hotel to Landlord and shall totally and irrevocably terminate, without any right of redemption,all of Tenant's right, title and interest in and to the Leased Premises and the improvements and the FF&E. 18.6 Upon the recording of the Default Deed, Tenant shall vacate the Leased Premises and promptly and peaceably deliver possession of the Leased Premises and improvements and FF&E to Landlord, or Landlord's designee free and clear of liens and encumbrances created by or through Tenant or Tenant's assigns (except the Note and Trust Deed)and in good order and repair. Tenant shall be liable for all property taxes and operating expenses of the Hotel through the date of delivery of possession to Landlord. Tenant shall also execute such additional documentation as reasonably requested by Landlord or a title insurance company to clear Landlord's title to the leasehold interest in the Leased Premises and the improvements and FF&E. 18.7 Nothing herein shall be construed to require Landlord to use the procedure set forth in this section in lieu of other legal remedies to which Landlord is entitled. SUBLEASE Page 8 18.8 Any notices of default required to be given to Tenant by the terms of this section 18 shall be sent by certified mail, return receipt requested, addressed to: The Om Tigard, LLC Attn: Shirish B. Patel 11042 SE 121g Court Clackamas, Oregon 97015 19. As between The Om Tigard, LLC, and Shirish B. Patel, Shirish B. Patel may treat The Om Tigard, LLC, as the owner of the Hotel, but The Om Tigard, LLC, and Shirish B. Patel, individually, shall be jointly and severally liable to Landlord to perform all the covenants and conditions of this Sublease. 20. Upon Tenant's payment in full of the Note and Trust Deed, Landlord shall cause the Note to be satisfied and the Trust Deed reconveyed and pay off the Underlying Financing if not previously paid. Provided this Sublease is not then in default, Landlord shall then assign the Ground Lease to Tenant, using the form set forth in Exhibit C, and this Sublease shall be deemed performed. 21. This Sublease shall be interpreted as though both parties had an equal hand in drafting its terms and neither party shall be entitled to any presumption or right to the most favorable interpretation by reason of which party actually drafted its terms. 22 Upon the execution of this Sublease the parties shall execute a recording notice which shall be recorded in lieu of recording the entire Sublease. Upon expiration or earlier termination of this Sublease, Tenant shall promptly execute, upon request, a special warranty deed, free and clear of liens and encumbrances created or suffered to be created by or through Tenant except the Note and Trust Deed, or termination of lease instrument in a form reasonably required by Landlord to clear the record title to the Leased Premises, and if Tenant fails to do so within ten (10)business days of receipt of such request, each of Lessor and Landlord is hereby granted a limited power of attorney, coupled with an interest,to do so on Tenant's behalf and in its name and stead. THE BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK. SUBLEASE Page 9 23. West Coast Service Company("Lessor") is executing this Sublease solely to signify its consent. Nothing in this Sublease shall be construed to release or alter the liability of Shilo Inn, Washington Square, LLC or of Mark S. Hemstreet under the Ground Lease. The consent of Lessor in this instance, or in connection with any future assignment, sublease or other transfer, will not constitute a waiver of the requirements of the Ground Lease for parties to obtain Lessor's consent. Without limiting the foregoing, each of Landlord and Mark S. Hemstreet(individually, as co-obligor of obligations under the Ground Lease), by signing below, acknowledge and agree to the provisions of this Section 23. Dated LANDLORD Shilo Inn, Washington Square, LLC By Cascade Hotel Corporation, Mark S. Hemstreet, individually its manager By a, ic & Staci A. McDonald, Vice President LESSOR West Coast Service Company By By Robert M. Schaefer,partner Sally Jo Schaefer, partner By Gerald V. Miller, partner TENANT The Om Tigar , LLC By Shiris . Patel , Member By Dr. Shirish B. Patel, individually SUBLEASE Page 10 V 23. West Coast Service Company("Lessor") is executing this Sublease solely to signify its consent. Nothing in this Sublease shall be construed to release or alter the liability of Shilo Inn, Washington Square,LLC or of Mark S. Hemstreet under the Ground Lease. The consent of Lessor in this instance,or in connection with any future assignment, sublease or other transfer,will not constitute a waiver of the requirements of the Ground Lease for parties to obtain Lessor's consent. Without limiting the foregoing,each of Landlord and Mark S. Hemstreet(individually,as co-obligor of obligations under the Ground Lease),by signing below, acknowledge and agree to the provisions of this Section 23. Dated —P.a g' Di 4' LANDLORD ` Shilo Inn,Washington Square,LLC _ :'f� / #1" By Cascade Hotel Corporation, Mark S.Hemstreet, individually its mans er By Staci A. McDonald, Vice President LESSOR WestAiTet Service Company B /, By Seetale) 'obert M .__ •:, , partner Sally Jo h fer,partner e''1-'rald V. Miller, partner TENANT The Om Tigard, LLC By By /11(1 5-1 3. P h-�� cr)A y .. 6 ti Dr. Shirish B. Patel, individually SUBLEASE Page 10 L RECEIVED j ' - r s y tiR }' rair • • r✓ �' CITY OF TIGA PLANNINGIEN SING . .4paggpiat '- I `_ 11611111.11111.111 ti I p :. • , • 9800 ' ■• 0 ' ''' '- .„.1/4_/ ., i• -„Tc ). h ._ 9804 1 CASE` � ,« � ::.@ � ,�- •� ATE AV • } � I 1 leril7Q, 4, ras 111 / ....,..,\. . e I\ 7 . a' 1 _ IMP Oa NN - -- -- - _ ri ,N. r :.. ‘, \.... 16 10830 - 4 r r F v 4 ft. , ill ski Feet • + C 8' - I■1 , 1 ' _ ____ • .. • . .. , ,:.i, RECEIVED ,„: . APR 27 2015 CITY OF TIGARD • PLANNING/ENGINEERING • ,:. 1 H Ili m'.1 .,\:‘,,,, :l r* J • 44 -{ Q�\4. '+c;"1 4,-.,. I Revision# v1 1 Scale. Landscape Plan: Wahington Square Hotel Landscape Design by. Burrell Palmer 10830 SW Greenburg Road Date: 4/24/2015 1/16"=1' Tigard,OR 97223 Pro Scape NW Inc RECEIVED APR 272015 ~ - . Ir 10111111$1111111 Ohl 9 NI 1:9.. Street View-Sep 2014 % 1 r:'r y � , , ;i . di'f itii.. .. - ' r ill . .. . . ,,4 4.% 6.."' I. IL ••,5, ,, r ° iv : . e q ' .._ • ......„,. ... .. . . ...... . r r. r. . . . . , . iiiiitomamio gl Vie AIIII mon. r;• • .' -4, •M. i ear 1•:,..4411N.Ala. ',.. I . '............. .;" .. ' ' ...--. . ,...i .;1411/g.1 - 4449iflii:....k :'- ' "'...".." • " ' T — - —--- 0 0 > Nude,rn,tgery ;, RECEIVED APR 23 2015 CITY OF TIGARD . 1 :: ■ lhhL_ _ __ _ __ - _ — _ _ - I. "'rte .9 =.. --► w �•.�, IL ,._ r t • ,..,—x,.+1:4. r. ! °.ziii.y., r _ 11 ---------- _ __. play ... ' [ . , A _____ , ....'"'-----v--- ..,, , : .". 7":774:-„- • .J:`41• } I `.• yr t' 1' r _may ;� t _s/ ♦ ! ‘. ,11 ,....-'' � # +• LF�,�l,`� 'y. . ..4-.11,- ,i; 117'- �'' v- '� �•� ,5' -. } ►• J/ •,:}f� A`- —�- RECEIVED APR 23 2015 CITY OF TIGARD ` -•.,,,_ PLANNING/ENGINEERING 41,_ -lb_ ., 6........ ,,,, H -11 , i lia _ • ID 1.111. : -,,i..., F HOTEL _ at:■ 1 1 _ , . _ . .... _ . s ,m _ A . _ , _ _... :... I : , -..- z _ . - `�.. ' ---_ 7 -4..=t..,': 1 RECEIVED APR 2 3 2015 CITY OF TIGARD 4ll , ' ro , • t ,, i._ 44 , 4 • A. r4i jrtw.' , '4,4 .. , . . .. ., , r I ...., .. & 4 i ._ • • .. ..0; ..„, , • "a . . r ) / • j./X . VIVkC. .._ • . • ...... 1 , AT , .- • ... „.. ,. .., .4..)..._ , . .. 9 . .._ Vili ' t1/4.;......,4*.•......„... „. ..... • .. . r 1 14111 l.' - L. a 4 3 . . ' •• 4 .4. ■ft . - Le- ,.. •, , r . .. ,„, „ir,... ...... . • . 1 4 .---, , • ,,,„, ....• , • . ... .„.... ..• ..... .... _ —--• . •■••••so •01)dire 4.1...,.... . . . a • _ • • • ••1 .iii ''11.161417171031 l'1714; * . i . ti. •-_ _ , • , sari , .,. . . % - g • S. Ai. ..I . 4.• — .._. adillall I - , . --...- ...... t . .. ••._• _ ,.. ...: 'Rt.c ..."? 1, , ,. ,, ,r,0, . .. ., ......._ „ ., . 1_,L.....-... ..;;;*.NrAIL._96, . .:..............-7,. .,:,..,.. ...I , . ... _ . ...,. i .„,_ :-.4,-------.„----_,-_--.----—....----"'r -1 5r--.....:■■•■•4 -.- ----46:1..;.:-.''r..0 • ; _ ---4C1..,r--- .... " --A." _ •_.. '-' 7 4.---.-'-..'5 t‘s■-•r.rr a:''. - - -` J —. ....„..,g,...:,_ a____. ..e •_._:...4.....i_ 4---- - -4.4_ - „ ....a.: .- . --"'-- -1.--ri_li- '-..- ..--.. . ......0- li*--.- _. . . . .. .- .----- / ,..,. Iv - . . RECEIVED APR 0 9 2015 CITY OF TIGARD 18.360.050.B. Evaluation criteria. The director shall determine that a major i;NG/ENGINEERING modification(s) will result if one or more of the following changes are proposed. There will be: 1. An increase in dwelling unit density, or lot coverage for residential development; No there will be a decrease to 65 units from 79 2. A change in the ratio or number of different types of dwelling units; Single Queens to become Single King Suite (3 : 2) conversion 3. A change that requires additional on-site parking in accordance with Chapter 18.765; None 4. A change in the type of commercial or industrial structures as defined by the Uniform Building Code; : None 5. An increase in the height of the building(s) by more than 20%; None: actually the height will decrease after removing the tile structure 6. A change in the type and location of accessways and parking areas where off-site traffic would be affected; None 7. An increase in vehicular traffic to and from the site and the increase can be expected to exceed 100 vehicles per day; None 8. An increase in the floor area proposed for a nonresidential use by more than 10% excluding expansions under 5,000 square feet; None 9. A reduction in the area reserved for common open space and/or usable open space which reduces the open space area below the minimum required by this code or reduces the open space area by more than 10%; None 10. A reduction of project amenities below the minimum established by this code or by more than 10% where specified in the site plan: a. Recreational facilities; : Fitness Room will be bigger b. Screening; and/or N/A c. Landscaping provisions. Beautifying 11. A modification to the conditions imposed at the time of site development review approval which are not the subject of paragraphs 1 through 10 of this subsection. N/A The OM Tigard LLC March 26`h,2015 Dba: Washington Square Hotel Proposed: La Quinta Inn & Suites 10830 SW Greenburg Rd RECEIVED Tigard Or 97223 MAR 3 0 2015 503 620 4320 (0) 503 475 9460 © CITY OF TIGARD To PLANNING/ENGINEERING The Community Development Department City Of Tigard 13125 SW Hall Blvd., Tigard Or 97223 Dear Sir (s)/Madam, Tax Lot: P 1354377 Former Shilo Inn &Suites This is in continuation with our application for a Minor Modification of our property. As you are aware that I was able to re—acquire this property back from Mr Mark Hemstreet after losing it to him in 2012. I had purchased it from him in July of 2008 but the economy downtrend and the Banking industry backing away from the Hospitality Industry, I was not able to get a Loan and had to lose the property to them, but after the recent upward trend in the industry and my persistence, I was able to secure a Loan to acquire this property again. In order for me to survive in this business, I had to sign up with a Major National Franchise and after negotiating with many names I have accepted the La Quinta Inn & Suites Franchise. We plan to open under the new flag by early July, if all goes well. This property needs a lot of"TLC" and we plan to make a major revival in its look: Exterior: As per the attached schematic: We plan to place stucco and stones around the building and have removed the old "castle" look of all Shilos the blue tiles and have replaced the roof New Landscape with prominent water feature in the front New Paving and re striping on completion of the re model and before opening Interior: We will be converting the small Queen Bed Rooms to a King Suite by doing a 2:1 or 3:2 conversion of the rooms as per the schematic drawings attached This rooms will have a business suite or a family friendly We will thus be reducing the total room count from 80 to about 65 or 66 b)The Spa/Sauna/Steam room will be remodeled to have a larger Fitness Room As per attached schematic c) The Main Lobby area and the breakfast area will be called as "the great room' which will be remodeled to have a bigger look and opened up for better use in the evenings as place to gather and mingle: see attached schematic. In order for us to give a Hot Continental Breakfast to our Guests and have a Manager's reception in the evenings. The rooms will have new look color and furniture wise and we will be competing with the surrounding properties as a small higher budget rooms. See attached proposed plans. I look forward to bring a new modern look to the Greenburg belt beyond the Washington Square Mall side and with the upcoming new Starbucks in front of us we will bring a greater asthetic look to this side of Greenburg. I appreciate your time and guidance and support during my venture and am looking forward for a wonderful relationship with the Community as we move along to a new look and a new Team . If there are any other details needed from my side please do contact me. I remain Yours truly Dr. Shirish B Patel docsbpdx @aol.com Manager/Owner The OM Tigard LLC ADDITIONAL DOCUMENTS RECEIVED MAR 3 0 2015 CITY OF TIGARD PLANNING/ENGINEERING 3 I■ it ■■ ■■ ■■ ■I ■N I T ■■ ■■ ■■ IN `.- "I ■■ ■■ ■■ ■ I 1117 r ■I �• ■■ ■■ IN ■■ :t ' t ■■ ■I■ ■■ INTA INN & SUITES NORTH ELEVATION Greenberg Road `°' cgon 2015 1 Project It 14119 Dedicated 20 amp, 120 Volt AC circuit for each treadmill including dedicated neutral and with 5-20R NEMA ® Receptacle. Stretching Mat it f I all Hanging Treadmills Mats ® -e Fitness Ball Elliptical — - . Recumbent , Bike I :■1 Dumbbell Rack Cleaning Station Adj.Bench IM Medicine Ball Rack Washington Square Inn-Tigard SCALE: 1/4"= 1' VERSION DATE: #3 RECEIVEL Fitness Area Provided by: Trevor Poling MAR 3 0 2015 CITY OF TIGARD Exerci PLANNING/ENGINEERING Equip 16074 SE 106th Ave,Suite 20D,Oademas,OR 97015 800-659-0421 www.E>o qupmahWwmm RECEI\IED • Ira 12'–— WINDO D R WINDOW WINDOW 0 2015 WIMO - MAR 7 CITY OF T$GARD Qcon Fl L ,..-,7 1 7' PLANNING/ENGINEERING ®4:111 m FOOD PREP 8 y STORAGE 18'4- 30X30 ®CM 1+- T_-.F-x I. 9 0 Ul 5m Hii :5 A w Q®■� 1 O. 5 F1 � 8 p m CI II 124%30n 4 8 R 6a_� I _. ■I -I 1 - Ira "'1= LOUNGE L a.1 _ ---A'�"—i L{�� ^ .^ A /f Z REF. REF. V o AIL - 7� `_– .'FMRKET ‘ O Z FIRE PAN L CHAIR SOFA ___, , LOBBY FrrOKFD OFFICE •. ,-- SOFA A' I, RFISTRATION DESK WINDOW WINDOW EN CE y - 6' z i 0.-41. '4s 5.-1' • 1'-r—F _- - _23'_– --SMUT --4. 17.•3 OP 11'$ f - _-50'4" --- ___— — Ole LA QUINTA-TIGARD,OR NEW PUBLIC SPACE FURNITURE PLAN IORI'ON 7YIOR DATE:2.24.15 ""..111:IC"`"' DRAWN BY.K.GINN • 46.-. _ _._, —_...__ .. 2741' WINDOW,.. D R ... .. r 17 w 1311 ... 1 RECEIVED 1:1■1 !■1 I■ --, MAR 302015 111 °D=1■ prp \ r) m FOOD PREP PB CITY OF TIGARD I✓-6 ��- STORAGE PLANNING/ENGINEER ING 30%30 / d ■1 •I■ m m t' A W CC. ] • ? 1 24X30 I I - ' - J�-0'--r � :,..� 4.1 - x_10 � .1 . \\ � z ;ja s e—••LOU E \\ �I�, CHAI ; g I REF.I REF. , .,„ AIL\ i �- LOU GE \ F1 MARNET \\ I CHAT' t i t FIRE PAN I 1 S 7 OFA I I - 1 LOBBY i / 17-110 IS- I i i ! OFFICE '= / V SOFA % / / 1 410 ■a 16' // REGISTRATION‘ / DESK 4 1 \1 \\\ WINDOW WINDOW E CE , ..._.._....G q . •2_.-_-.._z • - _ 164. .1•to-10"- At 12-5'— A----..........__11._5.. _.------_---._ _ _-__.._ 5f LA QUINTA-TIGARD,OR NEW PUBLIC SPACE CEILING PLAN-OPTION 1 BOSTON TRADE ... •,-,.ams1 DATE:3.10.15 .....-7.-- DRAWN BY:K.GINN RECEIVED MAR 3 0 2015 hello sunshine. The hello sunshine guestroom is a cozy, eclectic CITY OF TIGARD room that helps to make guests feel at home. A collection of warm neutral tones and soft, tactile materials mixed with minimal pops of bold color make for a vibrant, yet comfortable space. Snuggle up with a cup of tea. Get caught ,,, _- up in a book. Relax. This is your home away from home. rt. . , ., , „„ 1 1 1____.___I a- i........ . .....„......,, _..............................._____. .......*......, ............_ , ___ ,.......... . _ ___. ...,. ._ ....._ __ ___. _ • '. .. . �� _ , ... .. •. ..,.. . ., . n'°' .sue"y I • i; — •••. • • • •• ■ .E. i 4..Z-°,0,...,V a• 44. 1 • 1 .14, 41610 1 glk#/1i• r RECEIVED hello sunshine. MAR 30 2015 The hello sunshine lobby is a vibrant, welcoming ... ,... 111 space that gives guests a sense of warmth and .. . • , • a comfort upon arrival. With a touch of whimsy and an interesting blend of materials, this lobby is the perfect environment in .. — which to relax, socialize, . ..., recharge, and connect, -,.... . _ ..„.. . „ Come on in and take a seat on the bright ii, , side!,,,,,o,„...,„,..„„,„r„,,..wp--ww...r....,,,,gpws ... , . , . .1 ... _. lops 1 • • 1,-y.:,,..“....,L,r4 , JI AI --- -- - i IIIIIIF"Vl— . , 1 1117.-ii , . _ -- ' -- ' ' .. v,24,..c.li-.4-1, -- .- 7 ■ •,A, r*k■ 7.4.411.... w ... ..._ ,rffellialiff '' . t rlq L ' 71 _ If ,,, .- .. -, ., tql- AO 5;-:i; . ..', '. .' lt,.‘iii. - • . ----- Al 1 ,...■ • -..,,, re. rk. ,' •'.4:1;-41 :- . - -,- , . , .. . •ffallf I T Ail ' .„--,1 'r' ,,,i. . ''',1 .'. •-•,.t^:i,-. . ,. ---- -4 -........... 4 , -_,....„,.... _ i -- , , .... „.120.0 40 somialimow . . , ._ . _ ... , . , .. . . _ / 4-...:- r SYSTEM OPTIONS How It Works Outsulation systems typically consist of the following components, as determined by code and performance requirements. All Outsulation systems include adhesive, rigid insulation, fiberglass mesh,embedded 1.AquaRash®Flashing System: in base coat, and finish, which are installed Seamlessly protects openings in the building envelope from moisture sequentially by a trainedyprofessional 2.Backstop N7e Air-and Water Resistive Barrier: • Liquid-applied coating and mesh contractor ass specified by the design team, • Easier to apply and less costly than p y g Seamlessly protects sheathing • or substrate from peel and stick'membranes and as required by code. Some Outsulation incidental moisture and eliminates air infiltration • Liquid applied by trowel or roller systems protect the underlying wall with an • Meets code requirements for air-and moisture-resistive barriers _ _ air-and water-resistive barrier under the rigid • Meets ASHRAE 189.1-2009 and ABAA requirements . for air barriers e a Adhesive/Drainage which maximizes the Cl benefit. • Far more effective than'sheet good°barriers Medium: g Outsulation systems can be installed in either • Easier to apply and less costly than ! Vertical notches allow drainage "barrier," "moisture drainage" or"pressure peel and stick'membranes of incidental moisture e ulized" configurations, and these systems • Adheres insulation board to q g y the Backstop We Air-and 'are engineered to perform in all climates and WaterResisfiveBarrier 4.Insulation Board: on all types of structures. On certain types Absorbs expected building movement I1 . of construction (high-rise)and in certain ob and enhances energy efficiency ( 9 ) 1 6.Finish Coat: • Eliminates thermal bridging in framed • conditions (cold weather), a prefabricated construction Blend of 100 percent acrylic assembly method may be preferred. • Meets continuous insulation requirements copolymers,natural aggregates for all zones per ASHRAE 90.1-2010 and UV resistant pigments • Available in both EPS(expanded • Easy to maintain polystyrene)and XPS(extruded • Available in many textures and polystyrene) limitless color options • Available in various thicknesses and can • Offer multiple aesthetic options fully meet wall insulation requirements 5.Base Coat and Reinforcing Mesh: • Options for increased hydrophobicity,flexibility and Combine to provide the primary mildew and fade resistance RE CEIVED es tangy rrier and impact • Mesh embedded in base coat MAR 3 0 2015 • Various weights of mesh available, depending on impact resistance required CITY OF TIGARD PLANNING/ENGINEERING 6 1