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MMD2015-00035 MMD2O15 - 00035 PACA Properties , LLC NOTICE OF TYPE I DECISION MINOR MODIFICATION (MMD) 2015-00035 PACA PROPERTIES, LLC T I G A R D 120 DAYS = March 8, 2016 SECTION I. APPLICATION SUMMARY FILE NAME: PACA Properties, LLC CASE NO.: Minor Modification (MMD) MMD2015-00035 PROPOSAL: The applicant is proposing to create one (1) new storefront, with a raised parapet and metal canopy, and to construct one (1) new on-site pedestrian walkway. These modifications will accommodate a newly-created tenant space at 6630 SW Bonita Road,which is currently vacant. APPLICANT: Paul Schatz Furniture APPLICANT'S Mildren Design Group,P.C. Attn:Paul Schatz REPRESENTATIVE: Attn: Gene Mildren 6600 SW Bonita Road 7650 SW Beveland Street Tigard,OR 97224 Suite 120 Tigard,OR 97223 OWNER: PACA Properties,LLC 6600 SW Bonita Road Tigard,OR 97224 LOCATION: 6630 SW Bonita Road WCTM 2S112AD,Tax Lot 1100 ZONING DESIGNATION: I-P: Industrial Park District. The I-P zoning district provides appropriate locations for combining light manufacturing,office and small-scale commercial uses,e.g.,restaurants,personal services and fitness centers,in a campus-like setting. Only those light industrial uses with no off-site impacts,e.g.,noise, glare,odor,vibration, are permitted in the I-P zone. In addition to mandatory site development review,design and development standards in the I-P zone have been adopted to insure that developments will be well-integrated, attractively landscaped,and pedestrian-friendly. 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 the above request. The findings and conclusions on which the decision is based are noted in Section IV. Eft iA11\I1)2015-00035 P.A(;:A Pn pertics,1,1A 1 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 6630 SW Bonita Road; south of SW Bonita Road, east of SW Sequoia Parkway, and west of Interstate 5. The subject tenant space is located within a 44,568-square-foot existing commercial building,with associated landscaping and parking. The 2.92-acre development site is made up of one tax lot.The site is located in the Industrial Park (I-P) zone. In February 2007,PACA Properties,LLC was approved to construct a 4,746-square-foot addition to an existing commercial building,and to modify the on-site parking and drive aisles (SDR2006-00008). The site was also approved for a variance to reduce the minimum required access width from 50 feet with 40 feet of pavement to 37 feet with 30 feet of pavement (VAR2006-00086). In October 2007, the property owner was approved for minor modifications to SDR2006-00008, which included changes to the northwest storefront, and alterations to the layout of on-site vehicle and bicycle parking (MMD2007-00029). Proposal Description: The applicant is proposing to create one (1) new storefront, with a raised parapet and metal canopy, and to construct one (1) new on-site pedestrian walkway. These modifications will accommodate a newly-created tenant space at 6630 SW Bonita Road,which is currently vacant. 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 The applicant proposes to create a new storefront on the eastern facade of an existing 44,568-square- foot commercial building, in order to accommodate a newly-created tenant space at 6630 SW Bonita Road. The storefront will include a raised parapet,which will measure 26 feet to the top, and a metal canopy for weather protection, which will be installed 13 feet high. The applicant also proposes to construct an on-site pedestrian walkway,which will connect the new storefront to the existing, on-site parking lot. Staff reviewed the applicant's narrative and elevations to determine the proposed storefront meets the development standards for the I-P zone, and requirements from the original land use approvals (SDR2006-00008,VAR2006-00086, and MMD2007-00029). Furthermore, staff reviewed the applicant's submitted site plan to determine this proposal meets the on-site pedestrian walkway standards for location,design,and pedestrian safety,as outlined in TDC 18.705.030.F. Upon review of the applicant's narrative and plans,staff finds that all other applicable requirements are met. This criterion is 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. \I\11)2()15-lHH 35 I'\( 2 CONCLUSION: The proposal is a Minor Modification of existing site development and is in compliance with the applicable requirements of this Tide. SECTION V. 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. THIS DECISION IS FINAL ON NOVEMBER 12, 2015 AND BECOMES EFFECTIVE ON NOVEMBER 13, 2015 Questions: If you have any questions,please contact Iia Smith at(503) 718-2438 or LinaCS@tigard-or.gov. • November 12.2015 APPROVED BY: Lina Smith Assistant Planner NIMIll2015-00035 P,A(:.A I'ropertics,1.1.(: 3 APPLICANT MATERIALS RECEIVED City of Tigard .11 . COMMUNITY DEVELOPMENT DEPARTMENT NOV 0 4 2015 RD TIGARD Minor Modification Type I Appi o iCITv 'EERING PROPOSAL SUMMARY (Brief description) REQUIRED SUBMITTAL Modification to existing building East elevation, proposed ELEMENTS Storefront Entry - See Narrative Provided iJ Owner's Signature/Written ,{Authorization .(J Title Transfer Instrument or Deed Site Plan(2 large plans drawn to scale and one reduced to 8.5"x111/2") Property address/location(s): 6630 SW Bonita Road 1 Applicant's Statement/Narrative (2 copies)Address criteria in: Tigard, Oregon 97224 TDC 18.360.050.B.1-11 Tax map and tax lot #(s): 2S112AD01100 !" Filing Fee Site size: 127,122.84 SF FOR STAFF USE ONLY Applicant": Gene Mildren. Mildren Design Group. P.C. Case No.: Iti► M DLA 15 -00035 Address: 7650 SW Beveland Street, Suite 120 Related Case No.(s): City/state: Tigard, Oregon Zip: 97223 Phone: 503-224-0552 Email: gene@mdgpc.com Application Fee: 1 Application accepted: PROPERTY OWNER/DEED HOLDER(S)• 0 Same as Applicant By: Date: 1114 Name: Paul Schatz Application determined complete: Address: 6600 SW Bonita Road By: . S Date: /i/ //s— City/state: Tigard. Oregon Zip: 97224 L\cURPLN\Masten\Land Use Applications Rev.11/24/2014 Contact name: ps3@paulschatzfurniture.com Phone number: 503-244-0552 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 I8.330.020(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 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 • wwwtigard-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 request does not violate any deed restrictions that may 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. SIG , URES of each owner of the subject property required. r Gene Mildren 11/02/2015 noir • is signature Print name Date - u / 6-6l Ct ,i is Owne '. signa Print name Date Owner's signature Print name Date ADDITIONAL OWNER/DEED� HOLDER INFORMATION Name: �Q. Cet I'o 5 Name: Address: . e>c 6-4) &A-x.1 f& ,, Address: City/state: 1 T - '3"C.. /�Z Zip: 9?/`d,, L/ City/state: Zip: Signature: 11° /ii%/ Signature: Mir MINOR MODIFICATION APPLICATION City of Tigard • 13125 SW 1all Blvd. • Tigard,Oregon 97223 • wwwtigard-or.gov • 503-718-2421 • Page 2 of 2 When recorded return to: Karen D_ Dike, Esq. c/o Ameritas Life Insurance Corp. 5900 "O" Street Lincoln, NE 68510 DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND FIXTURE FILING STATEMENT THE MAXIMUM PRINCIPAL AMOUNT TO BE ADVANCED PURSUANT TO THE LOAN AGREEMENT IS $4,400,000.00; HOWEVER, SUCH MAXIMUM PRINCIPAL AMOUNT TO BE ADVANCED MAY BE EXCEEDED BY PRINCIPAL ADVANCES MADE TO COMPLETE CONSTRUCTION OF IMPROVEMENTS UPON THE SUBJECT PROPERTY AND/OR TO PROTECT THE SECURITY OF THIS DEED OF TRUST. ORS 86.'155 STATEMENTS: PRINCIPAL AMOUNT: $4,400,000.00 MATURITY DATE: December 1, 2017, EXCLUSIVE OF OPTION(S) TO EXTEND, IF ANY. NOTICE TO RECORDER: THIS DOCUMENT SERVES AS A FIXTURE FILING UNDER THE OREGON UNIFORM COMMERCIAL CODE. Property Address: 6600 SW Bonita Road Tigard, Oregon 97224 Assessor's Parcel Number: R2093429 Date: November , 2007 Trustor: PACA Properties, L.L.C. an Oregon limited liability company Trustor's Mailing Address: 6600 SW Bonita Road Tigard, Oregon 97222 - 1 - Trustee: Pacific Northwest Title of Oregon, inc. Trustee's Mailing Address: 111 SW Columbia Street#200 Portland, Oregon 97201 Beneficiary: The Union Central Life Insurance Company Beneficiary's Mailing Address: 1876 Waycross Road Cincinnati, Ohio 45240 THIS DEED OF TRUST, Security Agreement, Assignment of Rents and Fixture Filing Statement ("Deed of Trust") is made as of November , 2007, by PACA Properties, L.L.C., an Oregon limited liability company ("Trustor" or "Mortgagor") in favor of Pacific Northwest Title of Oregon, Inc. ("Trustee") for the benefit of The Union Central Life Insurance Company, an Ohio corporation ("Beneficiary" or "Mortgagee"). The mailing addresses of Trustor, Trustee and Beneficiary are set forth above. IT IS HEREBY AGREED: That Trustor irrevocably grants, bargains, sells,transfers, conveys and assigns to Trustee in trust, with power of sale, the real estate located in the County of Washington, State of Oregon (the "Real Estate") described on Exhibit A attached hereto and by this reference made a part hereof, together with all interest which Trustor now has or may hereafter acquire in and to said Real Estate and in and to: (a) All oil, gas and mineral rights, all appurtenances, reversions, remainders, water, water stock and water rights and water right applications, pumps and pumping plants, pipes, flumes and ditches thereunto appertaining, all rights to the use of water as well as all rights in ditches for the irrigation of said Real Estate, and all shares of stock evidencing such rights, together with any and all appurtenances to the Real Estate, including without limitation, all development rights and credits and/or air rights; (b) All easements and rights of way appurtenant thereto and all of the estate, right,title, interest, claim and demand whatsoever of Trustor in the Real Estate, either at law or in equity, now or hereafter acquired; (c) All structures, buildings and improvements of every kind and description now or at any time hereafter located or placed on the Real Estate (the "Improvements"); (d) All machinery, appliances, apparatus, equipment and fixtures now or hereafter located in, upon or under the Real Estate or the Improvements, or any part thereof, and used or usable in connection with any present or future operation thereof, and all additions thereto and replacements therefor (the "Fixtures"); Trustor agrees that Fixtures shall include all articles of personal property, furniture and furnishings which are so related to the Real Estate such that an interest arises in them under the real estate laws of the State of Oregon, including, without limiting the generality of the foregoing: all electric wiring, plumbing and heating fixtures, appliances and equipment for heating, lighting, refrigeration, air-conditioning and fire fighting, screen doors, screens, venetian blinds, alarm systems, safety and life support systems, stoves, ovens, dishwashers, carpeting and other floor coverings, - 2 - and all other equipment now or hereafter installed in or upon said premises by Trustor and used or for use therein or thereon, it being mutually agreed that all of the aforesaid property owned by Trustor and placed on the Real Estate shall be deemed to be Fixtures, a part of the Real Estate covered by this Deed of Trust to the extent permitted by law; and as to the balance of said property, this Deed of Trust shall be deemed to be a Security Agreement between Trustor and Beneficiary for the purpose of creating a security interest in said property in favor of Beneficiary pursuant to the terms of Paragraph 17 below, all of which property, whether real or personal, shall secure the performance of Trustor's obligations hereunder and under the Promissory Note as hereinafter defined; provided, however, that if Trustor enters into a separate Security Agreement with Beneficiary relating to any of said property, the terms thereof shall govern the rights and remedies of Beneficiary with regard to the property covered thereby; provided, however, that trade fixtures or other personal property of any tenant now or hereafter installed shall not be included in this provision and shall not be affected hereby. This Deed of Trust shall be self-operative with respect to such personal property, but Trustor agrees to execute and deliver on demand such security agreements, financing statements and other instruments as Beneficiary may request in order to impose the lien hereof more specifically upon any of such property; (e) All articles of personal property and any additions to, substitutions for, changes in or replacements of the whole or any part thereof, including, without limitation, all furniture and furnishings, now or at any time hereafter affixed to, attached to, placed upon or used in any way in connection with the use, enjoyment, occupancy or operation of the Real Estate or the improvements, or any portion thereof, and owned by the Trustor or in which Trustor now has or hereafter acquires an interest (the "Personal Property"); (f) All of the rents, deposits, royalties, issues and profits (the"Rents and Profits") of the Real Estate and the Improvements, or arising from the use or enjoyment of all or any portion thereof or from any lease, license, concession, occupancy agreement or other agreement pertaining thereto (the "Leases"), and all right, title and interest of Trustor in and to all Leases of the Real Estate or of the Improvements now or hereafter entered into and all right, title and interest of Trustor thereunder, including, without limitation, cash or securities deposited thereunder to secure performance by tenants, lessees or licensees, as applicable, of their obligation thereunder; (g) All building materials and supplies now or hereafter placed on the Real Estate or in the Improvements; (h) All proceeds of the conversion,voluntary or involuntary, of any of the foregoing into cash or liquidated claims, including, without limitation, proceeds of insurance and condemnation awards; and (i) All other or greater rights and interests of every nature in the Real Estate, the Improvements, the Fixtures and the Personal Property and in the possession or use thereof and income therefrom, whether now owned or subsequently acquired by Trustor. The property so conveyed hereunder is hereinafter collectively referred to as the"Property". - 3 - FOR THE PURPOSE OF SECURING: (a) Payment of the Principal sum of Four Million Four Hundred Thousand and No/100 Dollars, evidenced by that certain $4.400,000.00 Promissory Note dated of even date herewith, issued by Trustor to Beneficiary, together with all interest, accrued or otherwise, and expenses (including reasonable attorneys'fees)due thereunder and any extensions, modifications, renewals or replacements thereof (hereinafter referred to as the"Promissory Note"). The interest rate, payment terms and balance due with respect to the loan described herein may be indexed, adjusted, renewed or renegotiated in accordance with the terms of the Promissory Note and/or on account of any extensions or renewals of the Promissory Note; (b) Payment of late charges, prepayment charges and charges calculated on the same basis as prepayment charges upon acceleration of the indebtedness secured hereby; (c) Performance, discharge of and compliance with every obligation, covenant and agreement of Trustor incorporated by reference or contained herein, or contained in the Promissory Note, in a separate Assignment of Rents and Leases or Security Agreement and any other instrument now or hereafter evidencing or securing the indebtedness evidenced by the Promissory Note (all of which are collectively hereinafter called the "Security Documents"): (d) Payment of all fees and charges of Beneficiary set forth herein; and (e) Payment of all obligations incurred and all monies expended or advanced by Beneficiary pursuant to the terms hereof or the Security Documents to protect the Property. Notwithstanding any terms in this Deed of Trust to the contrary, this Deed of Trust shall not be deemed to secure that certain Environmental Indemnity of even date herewith executed by Trustor, which does not and shall not constitute additional security for the loan secured hereby. TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR COVENANTS: 1. Title: That it is lawfully seized and possessed of a good and indefeasible title and estate to the Property in fee simple, subject only to the "Permitted Exceptions" shown on Exhibit B attached hereto and by this reference incorporated herein; that it will forever warrant and defend the title thereto against the claims and demands of all persons whosoever; and that it will, at its expense, maintain and preserve the lien of this Deed of Trust as a first and paramount lien upon the Property. 2. Maintenance and Leases: (a) To maintain the Property in its present condition and repair; to complete or restore promptly and in good workmanlike manner any building or other improvements which may be constructed, damaged or destroyed thereon, and to pay, when due, all claims for labor performed and materials furnished therefor and for any alterations thereof; to comply with the provisions of all covenants, conditions and restrictions, if any, affecting the Property; not to remove, demolish or materially alter any building or other Improvements, or the character or use thereof at any time; not - 4 - to drill cr extract nor to permit the drilling for or extraction of oil, gas or other hydrocarbon substances or any mineral of any kind unless the written consent of Beneficiary is first had and obtained; not to commit or permit any waste thereof or any act upon the Property in violation of law; to do all other acts in a timely and proper manner which from the character or use of the Property may be reasonably necessary to protect and preserve said security, the specific enumerations herein not excluding the general, and to keep within the Improvements all Fixtures and all Personal Property originally installed or thereafter placed in the Improvements except for the purpose of replacing such Fixtures or Personal Property with Fixtures or Personal Property having fair value, both physical and economic, of the Fixtures or Personal Property so removed. (b) To faithfully perform all of the covenants of the lessor or landlord under any and all present and future Leases affecting the Property, and neither do nor neglect to do, nor permit to be done, anything which may diminish or impair the value of all such Leases or the Rents and Profits provided for in such Leases, or the interest of the lessor or of the Beneficiary therein or thereunder. 3. Insurance: (a) To keep the hiprovements now existing or hereafter erected on the Property continuously insured by a Special Causes of Loss policy with extended coverage, including insurance coverage for loss or damage by windstorm, hail, plate glass, ordinance and law, earthquake (if required by Beneficiary), flood (if the Property is in an area which is considered a flood zone area by the U.S. Department of Housing and Urban Development or any other applicable agency), boiler and machinery or other equipment breakdown and such other insurance protection as may from time to time be reasonably requested by Beneficiary. In no event shall such special form hazard insurance have coverage less than one hundred percent (100%) of the insurable replacement cost of the Improvements (as determined by an insurance appraiser acceptable to Beneficiary). Agreed value endorsements for replacement cost coverage shall be updated each year, and Beneficiary shall be provided with notice each year that such policy or policies have been renewed for the following year. To obtain and keep in effect insurance against loss of rental income for 100% occupancy in an amount equal to any period of time during which rent may abate but in no instance for less than twelve (12) months' rental income. Such rent loss policy shall include a Lender's Loss Payable endorsement. In the event Trustor occupies the Property then Trustor shall provide Business Interruption Extra Expense coverage in an amount adequate to cover monthly installment payments together with taxes, insurance premiums, utilities and other operating expenses for the Property for a period of at least twelve (12) months. Beneficiary shall be named as a loss payee on such policy. (b) To obtain and keep in effect so long as any amount remains awing under the Promissory Note or the Security Documents comprehensive general public liability insurance in an amount of not less than $2,000,000 per general aggregate and $1,000,000 for any one accident or occurrence in, upon or adjacent to the Property. Such policy shall list Beneficiary as an additional insured under the liability coverage. (c) That said insurance policies shall be endorsed with a standard noncontributory mortgagee's clause in favor of Beneficiary: shall name as insured both Trustor and Beneficiary; shall be issued by companies and shall be in such forms satisfactory to - 5 - Beneficiary; shall provide that such policies will not be cancelled or materially amended without at least thirty (30) days' prior written notice to Beneficiary; and shall be delivered to, and remain in possession of, Beneficiary as further security for the faithful performance of these obligations, which delivery shall constitute an assignment by Trustor to Beneficiary to all rights thereunder, including all return premiums. Trustor shall deliver to Beneficiary original copies of all policies of insurance required hereby and original certificates or policies renewing or extending any expiring insurance with a receipt showing premiums paid at least thirty (30) days before expiration. If Trustor fails to so deliver any renewal policies, Beneficiary may procure such insurance as it may elect and may make payment of premiums thereon, which payment is repayable on demand. Neither Trustee nor Beneficiary shall be responsible for obtaining or maintaining such insurance. Beneficiary, from time to time, may furnish to any insurance agency or company, or any other person, any information contained in or extracted from any insurance policy theretofore delivered to Beneficiary pursuant hereto, and any information concerning the loan secured hereby. In no event and whether or not an Event of Default hereunder has occurred shall Beneficiary, by the fact of approving, accepting or obtaining such insurance, incur any liability for the amount of such insurance, the form or legal sufficiency of insurance contracts, solvency of insurers, or payment of losses by insurers: and Trustor hereby expressly assumes full responsibility therefor and liability; if any, thereunder. In the event of loss, Trustor shall give immediate written notice to Beneficiary; and Beneficiary may, but is not obligated to, make proof of loss if not made promptly by Trustor. WARNING TO TRUSTOR UNLESS YOU PROVIDE BENEFICIARY WITH EVIDENCE OF THE INSURANCE COVERAGE AS REQUIRED BY THIS DEED OF TRUST, BENEFICIARY MAY PURCHASE INSURANCE AT YOUR EXPENSE TO PROTECT BENEFICIARY'S INTEREST. THIS INSURANCE MAY, BUT NEED NOT, ALSO PROTECT YOUR INTEREST. IF THE TRUST ESTATE BECOMES DAMAGED, THE INSURANCE COVERAGE PURCHASED BY BENEFICIARY MAY NOT PAY ANY CLAIM YOU MAKE OR ANY CLAIM MADE AGAINST YOU. YOU MAY LATER CANCEL THE INSURANCE COVERAGE REQUIRED BY THIS DEED OF TRUST ELSEWHERE. YOU ARE RESPONSIBLE FOR THE COST OF ANY INSURANCE PURCHASED BY BENEFICIARY. THE COST OF THIS INSURANCE MAY BE ADDED TO THE BALANCE OF THE LOAN. IF THE COST IS ADDED TO THE LOAN BALANCE, THE INTEREST RATE ON THE LOAN WILL APPLY TO THIS ADDED AMOUNT. THE EFFECTIVE DATE OF COVERAGE MAY BE THE DATE YOUR PRIOR COVERAGE LAPSED OR THE DATE YOU FAILED TO PROVID E PROOF OF REQUIRED COVERAGE. THE COVERAGE PURCHASED BY BENEFICIARY MAY BE CONSIDERABLY MORE EXPENSIVE THAN INSURANCE YOU CAN OBTAIN ON YOUR OWN AND MAY NOT SATISFY ANY NEED FOR PROPERTY DAMAGE COVERAGE OR ANY MANDATORY LIABILITY INSURANCE REQUIREMENTS IMPOSED BY APPLICABLE LAW. (d) In the event of loss, any insurance proceeds payable by reason of such loss shall be paid to Beneficiary (and not jointly to Beneficiary and Trustor); and if such loss is a Major Damage (as defined below), proceeds shall be a pplied at Beneficiary's option to reduce the indebtedness hereby secured (and to apply such proceeds to the - 6 - payment of interest, late charges, prepayment premiums or other amounts due from Trustor under the Promissory Note, this Deed of Trust or any other Security Document), whether then matured or to mature in the future, in such order and manner as Beneficiary may elect; or Beneficiary may permit Trustor to use said proceeds to repair or replace all Improvements damaged or destroyed and covered by said policy, in which case Trustor agrees to repair and rebuild said Improvements without undue delay, holding Beneficiary harmless for, from and against any and all liabilities, claims and liens relating to such repairs or replacements. Should Beneficiary elect to apply the proceeds to the indebtedness, such application shall not be deemed a voluntary prepayment for purposes of the prepayment fee and prepayment premium set forth in the Promissory Note. Trustor agrees that a Major Damage,which is any loss (i) in excess of twenty-five percent(25%) of the insurable replacement cost of the Improvements or (ii)which results in the termination of any Lease or Rents and Profits constituting twenty-five percent (25%) or more of the rental income of the Property (after appropriate credit for the proceeds of loss of rental income insurance required hereby) shall constitute a material impairment of Beneficiary's security for the loan secured hereby. Notwithstanding the foregoing, in case of partial destruction, which is not a Major Damage insurance proceeds will be made available for repair and restoration of the Property, provided: (i) Such destruction occurs at least one(1)year prior to the Maturity Date of the Promissory Note; (ii) The amount of proceeds together with the Trustor's capital are sufficient to repair the Security; (iii) The Trustor provides a certificate (with appropriate supporting documentation from a contractor acceptable to Beneficiary)that such repair and restoration can be completed within one (1) year; (iv) No Event of Default has occurred, there is no history of previous defaults, delinquencies or other loan servicing problems and no material adverse change on the financial condition of the Trustor has occurred; (v) After repair, the loan-to-value ratio is less than Seventy-five percent (75%); and (vi) The Property has the same income producing potential as before the destruction. (e) If Beneficiary applies all or any portion of insurance proceeds to repair or rebuild Improvements, the insurance proceeds required for such rebuilding or repairing shall be received by Beneficiary and held by it in and deposited in an escrow account without payment or allowance of interest. Prior to the commencement of such rebuilding or repair, Trustor shall, at its expense, prepare all plans and specifications necessary for such work and enter into a bonded fixed price construction contract with a contractor acceptable to Beneficiary. Trustor shall promptly deposit in the escrow account an amount equal t o the difference between the insurance proceeds deposited with Beneficiary and the total contract price for such rebuilding or repair, and disbursement shall be made(not more frequently than once a month) from said account for such rebuilding or repair in accordance with a disbursement schedule, - 7 - and subject to other terms and conditions acceptable to Beneficiary, provided that such disbursements shall be charged first against funds deposited in said account by Trustor, and second, after such funds are exhausted, against the insurance proceeds deposited therein. Final payment shall be made upon Beneficiary's receipt of a certificate of occupancy or other certificate issued by an architect, contractor satisfactory to Beneficiary, or an appropriate governmental official, that such repair or replacement has been completed in accordance with plans, specifications and applicable laws and that the Improvements may legally be used or occupied. Beneficiary shall be permitted to withhold any installment in escrow should Beneficiary determine that the funds remaining in escrow are insufficient to pay for the completion of the repair or restoration. All administrative costs incurred in connection with replacement and repair of the Property shall be paid by Trustor. 4. Taxes and Other Sums Due: (a) To pay, satisfy and discharge, at least ten(10)days before delinquency, all general and special taxes and assessments affecting the Property, including, but not limited to, any tax assessed on the value of the Property or related to an Improvement or benefit provided to the Property or arising from the production of income attributed to the Property, whether it be in accordance with the law as it presently exists or to yet be enacted. As used herein, the term "taxes and assessments affecting the Property"shall include any form of assessment, possessory interest tax, license fee, license tax, business license fee, business license tax, commercial rental tax, levy, charge, penalty, tax or similar imposition imposed by an authority having the direct power to tax, including any city, county, state or federal government, or any school, agricultural, lighting, drainage or other improvement or special assessment district thereof, as against any legal or equitable interest of Trustor in the Property, including, but not limited to, the following: (i) Any assessment, tax,fee, levy or charge in substitution, partially or totally, of any assessment, tax, fee, levy or charge previously included within the definition of real property tax. It is the intention of Trustor and Beneficiary that all such new and increased assessments, taxes, fees, levies and charges and all similar assessments, taxes, fees, levies and charges be included within the definition of taxes and assessments affecting the Property for the purposes of this Deed of Trust; (ii) Any assessment, tax, fee, levy or charge allocable to the operation of or measured by the area of the Property, including,without limitation, any gross income tax or excise tax levied in lieu of real property taxes by the state, city or federal government, or any political subdivision thereof, with respect to the possession, leasing, operating, management, maintenance, alteration, repair, use of or occupancy of the Property, or any portion thereof; and (iii) Any assessment, tax, fee, levy or charge upon this transaction or any document creating or transferring any interest or an estate in the Property. (b) To pay, satisfy and discharge the following amounts, in no event later than the date such amounts become due: (i) All encumbrances, charges and liens, with interest, on the Property, or any part thereof, which are, or appear to Beneficiary to be prior to or superior hereto; - 8- • (ii) All costs, fees and expenses of this trust, whether or not described herein; (iii) Fees or charges for any statement regarding the obligation secured hereby in any amount demanded by Beneficiary, not to exceed the maximum amount allowed by law therefor at the time when such request is made; (iv) Such other charges as the Beneficiary may deem reasonable for services rendered by Beneficiary and furnished at the request of Trustor or any successor in interest to Trustor; (v) If the Property includes a leasehold estate, all payments and obligations required of the Trustor, or his successor in interest, under the terms of the instrument or instruments creating such leasehold, Trustor hereby agreeing not to amend, change, or modify his leasehold interest or the terms of which he has such leasehold interest, or to agree to cb so, without the written consent of Beneficiary being first obtained; and (vi) All payments and monetary obligations required of the owner of the Property under any declaration of covenants, conditions and restrictions pertaining to the Property or any modification thereof. (c) Should Trustor fail to make any such payment, Beneficiary, without contesting the validity or amount, may elect to make or advance such payment, together with any costs, expenses, fees or charges relating thereto, including employing counsel and paying reasonable fees of counsel. Trustor agrees to notify Beneficiary immediately upon receipt by Trustor of notice of any increase in the assessed value of the Property and agrees that at its option, Beneficiary, in the name of Trustor, may contest by appropriate proceedings such increase in assessment and may appear in and prosecute or defend any action or proceeding that may affect the priority of this Deed of Trust or the security of Beneficiary hereunder; and Trustor will pay all costs, expenses (including costs of searching title) and attorneys' fees incurred in such action or proceeding at Trustor's sole cost and expense. All amounts, paid, suffered or incurred by Beneficiary in exercising the authority herein granted, shall be secured hereby, shall be a lien on the Property, shall be due and payable by Trustor to Beneficiary without demand and shall bear interest at the Default Rate set forth in the Promissory Note from the date incurred, suffered or advanced, until paid. In the event of the passage of any law imposing a tax on this Deed of Trust or the interest payable under the Note, the holder of this Deed of Trust and of the obligations which it secures shall have the right to declare ail sums secured hereby as due as of a date to be specified by not less than thirty (30) days' written notice to be given to Trustor by Beneficiary; provided, however, that such election shall be ineffective if Trustor is permitted by law to pay the whole of such tax in addition to all other payments required hereunder and if, prior to such specified date, Trustor does pay such tax and agrees to pay any such tax when thereafter levied or assessed against the Property. (d) Notwithstanding the foregoing, Trustor shall, together with, and in addition to the monthly payment of principal and/or interest, and on the same date on which the principal and/or interest is payable under the terms of the Promissory Note secured hereby, deposit with Beneficiary, to be held in an account (without interest for the benefit of Trustor), a sum equal to one-twelfth (1/12) of the yearly taxes and - 9 - assessments which may be levied against the Property, ground rents, if any, plus one-twelfth (1/12)of the yearly premiums for insurance required to be maintained by Trustor under the terms hereof or as may otherwise reasonably be required by Beneficiary. If the amount of funds held shall exceed, at any time, the amount deemed necessary by Beneficiary to provide for the payment of taxes,assessments, ground rents and insurance premiums as they fall due, such excess shall be repaid to Trustor or credited to Trustor, as Beneficiary may determine. If the amount of funds held shall not be sufficient at any time to pay taxes, assessments, ground rents and insurance premiums as theyfall due, Trustor shall pay to Beneficiary any amount necessary to make up the deficiency promptly upon notice from Beneficiary to Trustor requesting payment thereof. Upon payment in full of all sums secured by this Deed of Trust, Beneficiary shall promptly refund to the Trustor any funds held. All amounts paid under this paragraph are hereby assigned to Beneficiary as additional security for the indebtedness secured hereby; and in the event of a default in the payment of any money or the performance of any covenant or obligation herein contained or secured hereby, then any deposits made by the Trustor under this paragraph may, at the option of Beneficiary, be applied to the payment of principal, interest and/or other sums due hereunder or under the Promissory Note or any of the other Security Documents in lieu of being applied to any of the purposes in this paragraph previously stated. Upon any assignment of this Deed of Trust by Beneficiary, any funds on hand shall be turned over to the assignee and any responsibility of the assignor with respect thereto shall terminate. Any interest earned on such funds shall be for the sole benefit of Beneficiary. Beneficiary shall not be a trustee of funds in said account and may commingle such funds with its general assets without any obligation to pay interest thereon or account for any earnings, income or interest on such funds. 5. Sums Advanced to Bear Interest: Trustor agrees to pay immediately upon demand any sums advanced or paid by Beneficiary or Trustee under any clause or provision of this Deed of Trust. Any such sums, until so repaid, shall be secured hereby, shall bear interest from the date advanced or paid at the Default Rate as provided for in the Promissory Note and shall be secured by this Deed of Trust. 6. Assignment of Deposits: That as further additional security, Trustor hereby transfers and assigns to Beneficiary during continuance of these trusts, all right,title and interest to any and all monies deposited by Trustor or deposited on behalf of Trustor with any city, county, public body or agency, sanitary district, gas and/or electric company, telephone company and any other body or agency for the installation or to secure the installation of any utility by Trustor,pertaining to the Property. 7. Default Provisions: Time is of the essence hereof. Upon the occurrence of any one of the following which is not cured within any applicable grace period (hereinafter an"Event of Default"or"Default"),the payment of all principal, interest and any other sums due in accordance with the terms of the Promissory Note or the Security Documents shall, at the option of the Beneficiary, be accelerated and such principal, interest and other sums shall immediately be due and payable without notice or demand; and the Beneficiary shall have the option to foreclose judicially or non-judicially through power of sale any and all liens securing the payment - 10 - thereof; and Beneficiary may pursue any or all of the rights and remedies provided for in the Promissory Note, this Deed of Trust, or any one or more of the Security Documents, or otherwise available at law or in equity under the laws of the State of Oregon: (a) The Trustor fails to pay when due any amount due under the Promissory Note, this Deed of Trust or any Security Document; or (b) The Trustor fails to perform any of the terms, covenants or conditions in the Promissory Note, this Deed of Trust or any of the Security Documents provided that Beneficiary shall provide notice of any such default and Trustor shall have thirty(30) days in which to cure said non-monetary default before Beneficiary further exercises its rights and remedies hereunder; or (c) Any warranties, representations or certifications made by Trustor to Trustee or Beneficiary are found to be materially false or misleading; or (d) The Trustor or any Guarantor of the indebtedness represented by the Promissory Note ("Guarantor") shall: (i) Have an order for relief entered with respect to it under any law relating to bankruptcy, insolvency, reorganization or relief of debtors ("Bankruptcy Law"); (ii) Not pay, or admit in writing its inability to pay its debts generally as they become due; (iii) Make an assignment for the benefit of its creditors; (iv) Apply for, seek, consent to or acquiesce in the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it, or any substantial part of its property; (v) Institute any proceedings seeking an order for relief under any Bankruptcy Law, seeking to adjudicate it a bankrupt or insolvent, seeking a dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it,or its debts, under any Bankruptcy Law, or failing to file an answer or other pleading denying the material allegations of any such proceeding filed against it (or if any creditor of Trustor shall do any of the foregoing); (vi) Take any action to authorize or effect any of the foregoing actions set forth in this Paragraph (d); or (vii) Fail to contest, in good faith, any appointment or proceeding described in Paragraph (e) below; or (e) Without the application, approval or consent of the Trustor, a receiver, custodian, trustee, examiner, liquidator or similar official shall be appointed for the Trustor, or any Guarantor, or any substantial part of the property of either, or a proceeding described in Paragraph (d)(v) shall be instituted against the Trustor, or any Guarantor, and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of thirty (30) consecutive days; or - 11 - {f) If a final order, judgment or decree shall be entered against the Trustor, or any Guarantor, by a court of competent jurisdiction which, together with other outstanding orders, judgments and decrees against the Trustor, or any Guarantor, exceeds an aggregate of $100,000.00 (exclusive of amounts insured against by adequate liability insurance policy), and shall continue in effect for any period of thirty (30) consecutive days without a stay of execution; or (g) Should it be discovered after the execution and delivery of this instrument that there is a defect in the title to, or a lien or encumbrance of any nature, on the Property or the Personal Property described in the Security Documents prior to the lien of the Beneficiary under this Deed of Trust or the Security Documents, and not disclosed in the policy of title insurance issued to the Beneficiary insuring the priority of the Deed of Trust covering the Property, unless such defect is cured within thirty (30) days after written notice of such defect from the Beneficiary to the Trustor; or (h) If any prior lien, encumbrance or homestead claim is determined to exist against the Property adverse to the priority of the lien given to the Beneficiary hereof in this Deed of Trust and not disclosed in the policy of title insurance issued to the Beneficiary insuring the priority of this Deed of Trust, unless the Trustor shall,within thirty (30) days after demand by the Beneficiary, satisfy or otherwise secure the release of such prior lien, encumbrance or homestead claim; or (i) Should the Trustor, or any successor in interest of the Trustor, voluntarily or involuntarily, sell, exchange, convey, transfer, contract to sell, lease with option to purchase, change the character or use of, or further encumber the Property or any other collateral covered by the Security Documents, or any part thereof, or any interest therein, except as therein permitted,without the prior written consent of the Beneficiary of this Deed of Trust in each such instance first had and obtained; or (j} Should the Trustor be divested of title to the Property described in this Deed of Trust, or any part thereof, or any interest therein, either voluntarily or involuntarily, as a result of any condemnation proceedings, except where the proceeds of such proceedings are paid to the Beneficiary; or (k) If legal action or other proceedings are instituted to enforce or foreclose any subordinate mortgage, deed of trust, or security interest or other lien or encumbrance of any kind upon the Property or any portion thereof. 8. Restriction On Transfer and Additional Financing: (a) The financial stability, managerial and operational ability, creditworthiness and business reputation of Trustor and of those persons having a direct or beneficial interest in Trustor, as well as the equity of Trustor in the Property and the projected cash flow from the Property to pay operating costs and debt service are a substantial and material consideration to Beneficiary in its agreement to make the loan to Trustor which is evidenced by the Promissory Note and secured by this Deed of Trust. Therefore, in order to induce Beneficiary to make the loan, Trustor agrees that without the prior written consent of Beneficiary, which consent may be withheld for any or no reason, Trustor shall not: (i) Voluntarily or involuntarily sell,exchange, convey, transfer,contract to sell or lease with option to purchase (collectively a "Transfer") all or any part of or - 12 interest in the Property or any other collateral covered by the Security Documents; or (ii) Voluntarily or involuntarily further encumber the Property by any mortgage, deed of trust, assignment of rents or security interest, or otherwise subject all or any part of the Property to any lien or charge, contractual, statutory, by operation of law or otherwise (collectively an "Encumbrance"); or (iii) If Trustor or any successor or assign of Trustor is a corporation, Transfer fifty percent(50%)or more of the issued and outstanding shares of any class of shares of Trustor or issue new shares equal to fifty percent(50%) or more of the issued and outstanding shares of any class of shares of Trustor; or (iv) If Trustor or any successor or assign of Trustor is a general or limited partnership or a joint venture, make any Transfer of any general partnership interest or joint venture interest of Trustor; or (v) If Trustor or any successor or assign of Trustor is a limited liability company, make any Transfer of a majority of the membership interests to a non- member; or (vi) Transfer or change the management of the Property to any person or entity other than Trustor; or (vii) Permit a Transfer of any or all of a Promissory Note Guarantor's ownership interest in Trustor, if any; or (viii) Permit the Transfer of the controlling interest of Trustor. Should Trustor receive knowledge, either actual or constructive, of any Transfer of or Encumbrance on the title to the Property, or any part thereof, or of any contract providing for any such Transfer or Encumbrance, Trustor shall immediately, upon obtaining such knowledge, notify Beneficiary. (b) In the event that Trustor or any successor in interest of Trustor shall breach the covenants contained in Paragraph 8(a), all indebtedness secured by this Deed of Trust, irrespective of the maturity date thereof, shall, at the sole option of the Beneficiary, become immediately due and payable without demand or notice. (c) Notwithstanding the foregoing, Trustor may exercise a one time right to sell the Property, subject to the Promissory Note and Security Documents, upon the following conditions: (i) Beneficiary's approval, in its sole discretion, of the buyer as the obligor under the Promissory Note and the Security Documents; (ii) The buyer must assume all of the Trustor's obligations and liabilities under the Security Documents; (iii) Sixty(60) days'written notice of the sale or transfer given to the Beneficiary; - 13 - (iv) Beneficiary shall be furnished all information requested by Beneficiary, regarding but not limited to, terms of the sale, financial and managerial experience information, including credit reports, on the buyer; (v) Immediately following the sale, no encumbrance on the Property exists, other than that of the Beneficiary; (vi) The unpaid principal of the loan at the time of the sale shall not exceed Seventy-five percent (75%) of the sale price; (vii) All costs shall be paid by Trustor; and (viii) Payment of an underwriting fee equal to one and one-half percent (1.5%) of the outstanding loan principal at the time said approval is requested. Said fee shall be refunded in the event Beneficiary does not approve the sale. No such consent shall be considered by the Beneficiary unless the appropriate fee is paid in advance; and no such consent shall be given unless the Trustor agrees, inter alia, immediately upon closing of the subject sale or transfer, to provide Beneficiary with a copy of the deed or other instrument conveying title to the Property and with an assumption agreement from the transferee in form satisfactory to the Beneficiary and its legal counsel. (d) If Beneficiary consents to any Transfer or Encumbrance referred to in Paragraph 8(a), Trustor shall pay to Beneficiary all costs, attorneys' fees and other expenses incurred by Beneficiary in reviewing, negotiating, preparing and recording documents in connection with any such Transfer or Encumbrance. Consent to any one such Transfer or Encumbrance shall not be deemed to be a waiver of the right to require consent to future or successive Transfers or Encumbrances. If consent should be given, any such Transfer or Encumbrance shall be subject to this Deed of Trust; and any transferee shall assume all obligations under the Promissory Note, this Deed of Trust and other Security Documents and agree to be bound by all provisions contained herein and therein. Such assumption shall not, however, release Trustor or any Guarantor, for liability under the Promissory Note, this Deed of Trust or any other of the Security Documents. This covenant shall run with the Property and shall remain in full force and effect until the indebtedness secured hereby is satisfied in full; and Beneficiary may, without notice to Trustor, deal with such transferees with reference to the indebtedness or other obligations secured hereby in the same manner as with Trustor, without in any way altering or discharging Trustor's liability hereunder or the indebtedness secured hereby or the liability of any Guarantor with respect thereto. (e) Notwithstanding the foregoing, sale or transfer of the security or of any interest in the borrowing entity to immediate family members or a family trust for estate planning purposes shall not be considered a Transfer for purposes of this paragraph, provided Trustor notifies Beneficiary and provides all documentation reasonably required by Beneficiary to properly document said transfer. 9. Mechanics' and Materialmen's Liens: It is understood and agreed that the lien of this Deed of Trust shall have priority at all times over any and all construction, furnishers', mechanics' and materialmen's liens. It is stipulated and agreed that no contract for labor or materials will be let by Trustor except with - 14- the express stipulation that the mechanics' and materialmen's liens therefor shall at all times be subordinate to the lien of this Deed of Trust. 10. Compliance With Laws, Etc.: Trustor, their lessees or assigns, shall occupy and use the Property in accordance with all federal, state or local laws, statutes, ordinances, regulations or the like, including, but not limited to, the Americans with Disabilities Act of 1990, zoning and use laws, toxic waste laws and landlord-tenant statutes. 11. Litigation: Trustor shall defend this Deed of Trust in any action or proceeding purporting to affect the Property, whether or not it affects the security hereof, or purporting to affect the rights or powers of Beneficiary or Trustee, and shall file and prosecute all necessary claims and actions to prevent or recover for any damage to or destruction of the Property; and either Trustee or Beneficiary is hereby authorized, without obligation so to do, to commence, appear in or defend any such action, whether brought by or against Trustor, Beneficiary or Trustee, or with or without suit, to exercise or enforce any other right, remedy or power available or conferred hereunder, whether or not judgment be entered in any action or proceeding; and Trustor or Beneficiary may appear to intervene in any action or proceeding, and retain counsel therein, and take such action therein, as either may be advised and may settle, compromise or pay the same or any other claims and, in the behalf and for any of said purposes, may expend and advance such sums of money as either may deem necessary. Whether or not Trustor so appears or defends, Trustor on demand shall pay all costs and expenses of Beneficiary and Trustee, including costs of evidence of title and attorneys' fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear by virtue of being made a party defendant or otherwise and irrespective of whether the interest of Beneficiary or Trustee in the Property is directly questioned by such action, including but not limited to partition, condemnation, reorganization, bankruptcy (whether Chapters 7. 11 or 13, or any other similar or successor statutes), probate and administrative proceedings, as well as any other proceeding where proof of claim is required to be filed or in which it becomes necessary to defend or uphold the terms of this Deed of Trust. 12. Condemnation: In the event the Property or any part thereof is taken or damaged under the power of eminent domain, by condemnation or by sale in lieu thereof, the damages awarded, the proceeds for the taking of, the rights of action and the consideration for such acquisition, to the extent of the full amount of the remaining unpaid indebtedness secured hereunder, will be assigned to Beneficiary and after deducting any expenses of Beneficiary, including attorneys' fees, will be applied on account of the last maturing installments of such indebtedness. Beneficiary may. at its option, commence, appear in and prosecute, in its own name, any action or proceeding, or make any compromise or settlement, in connection with such condemnation, taking under the power of eminent domain or sale in lieu thereof. Trustor agrees to execute such further assignments of any compensation, award, damages, right of action and proceeds, as Beneficiary may require. Notwithstanding the preceding, in the case of a partial condemnation, proceeds from such condemnation will be made available for repair and restoration of the Property provided: - 15 - (a) Such condemnation occurs at least one (1) year prior to the Maturity Date of the Promissory Note; and (b) The amount of the condemnation proceeds together with Trustor's capital are sufficient to restore the Security; and (c) The Trustor provides a certificate with appropriate supporting documentation from a contractor acceptable to Beneficiary that such repair or restoration can be completed within one (1) year; and (d) An Event of Default has not occurred and there is not a history of previous defaults, delinquencies or other loan servicing problems; and (e) After restoration,the loan-to-value ratio is less than seventy-five percent(75%); and (f) The Property has the same income producing potential as before the condemnation. If Beneficiary agrees or is required hereunder to apply all or any portion of condemnation proceeds to repair or restore Improvements, disbursement of such proceeds shall be made in the manner described in sub-paragraph 3(e) hereof. 13. Full Reconveyance: Upon written request of Beneficiary stating that all sums secured hereby have been paid, Trustee shall reconvey, without warranty, the Property then held hereunder. Upon recordation of the Trustee's deed, the recitals in such reconveyance of any matters of fact shall be conclusive proof of the truthfulness thereof. The Beneficiary in such reconveyance may be designated as "the person or persons legally entitled thereto." Such request and reconveyance shall operate as a reassignment of the Rents and Profits hereinbefore assigned to Beneficiary. 14. Right to Collect and Receive Rents and Profits: Trustor absolutely and irrevocably assigns to Beneficiary the Rents and Profits of the Property, together with the immediate and continuing right to collect and receive the same, for the purposes and upon the terms set forth in this Deed of Trust, provided that the foregoing assignment shall not impose upon Beneficiary any duty to produce rents from the Property and said assignment shall not cause Beneficiary to be a "mortgagee in possession"for any purpose. The assignment of Rents and Profits and Leases from Trustor to Beneficiary provided for above is absolute and irrevocable;however, notwithstanding any other provisions hereof, Beneficiary hereby grants permission to Trustor to collect and retain the Rents and Profits of the Property as they become due and payable until a Default shall occur under the Promissory Note, under this Deed of Trust or under any Security Document. Upon any such Event of Default, Beneficiary may at any time without notice, either in person, by agent or by receiver to be appointed by the court, and without regard to the adequacy of any security for the indebtedness secured hereby, enter upon and take possession of the Property, or any part thereof, make, cancel, enforce or modify Leases; obtain and eject tenants, set or modify rents; in its own name sue or otherwise collect the Rents and Profits thereof, including those past due and unpaid; apply the same, less costs and expenses of operation and collection, including reasonable attorneys' fees, upon any indebtedness secured hereby and in such order as Beneficiary may determine; and except for such application, Beneficiary shall not be liable to any person for the collection or non-collection of any Rents and Profits, for the failure to assert or enforce any of the - 16- foregoing rights, nor shall Beneficiary be charged with any of the duties and obligations of a mortgagee in possession. The entering upon and taking possession of the Property, the collection of such Rents and Profits, the doing of other acts herein authorized, and the application thereof as aforesaid, shall not cure or waive any Event of Default or notice of default hereunder or invalidate any act done pursuant to such notice. This assignment of rents and profits described in this Paragraph 14 shall be deemed perfected, absolute and choate, upon the recording of this Deed of Trust. In the event of any conflict between the terms of this Paragraph 14 and the terms of any separate assignment of rents and leases, the terms providing Beneficiary with the most extensive or expansive rights and remedies shall control. 15. Judicial Foreclosure or Trustee's Sale on Default: (a) Upon the occurrence of one or more Events of Default as defined in this Deed of Trust, or Default by Trustor in the performance of any other agreement hereunder, or under any instrument or agreement secured hereby, Beneficiary may declare all sums secured hereby immediately due and payable; and at the option of the Beneficiary,this Deed of Trust may be foreclosed in the manner provided by law for the foreclosure of mortgages on real property; or the Property may be sold in the manner provided under the power of sale conferred upon the Trustee hereunder. (b) If an Event of Default occurs and Beneficiary so requests, Trustee shall sell the Property at public auction to the highest bidder. Any person except Trustee may bid at Trustee's sale. Trustee shall apply the proceeds of the sale as follows: (i} To the expenses of sale, including Trustee's fee and attorneys' fee; (ii) To all the indebtedness evidenced by the Promissory Note and all other indebtedness secured by this Deed of Trust or any other Loan Document; (iii) The surplus, if any, shall be distributed in accordance with the statutes of the State of Oregon. Trustee shall deliver to the purchaser at the sale its deed, without warranty, which shall convey to the purchaser the interest in the Property which Trustor had or had the power to convey at the time of its execution of this Deed of Trust and such as it may have acquired thereafter. Trustee's deed shall recite the facts showing that the sale was conducted in compliance with all the requirements of the law and of this Deed of Trust, which recital, upon recordation of such deed, shall be prima facie evidence of such compliance and conclusive evidence thereof in favor of bona fide purchasers and encumbrancers for value. The power of sale conferred by this Deed of Trust and by the statutes of the State of Oregon is not an exclusive remedy, and when not exercised Beneficiary may foreclose this Deed of Trust as a mortgage. Beneficiary may proceed as to the Personal Property in accordance with Beneficiary's rights and remedies and in respect to the Property hereunder, or sell the Personal Property separately and without regard to the remainder of the Property in accordance with Beneficiary's rights and remedies provided by the Oregon Uniform Commercial Code as well as other rights and remedies available at law or in equity. (c) Upon the occurrence of any Event of Default under this Deed of Trust, under the Promissory Note or under any of the Security Documents and following any - 17 - acceleration of maturity of the indebtedness secured hereby,a tender of payment of the amount necessary to satisfy the entire indebtedness secured hereby, made at any time prior to a foreclosure sale, whether under the power of sale contained herein or pursuant to judicial foreclosure proceedings, shall constitute an evasion of the payment terms of the indebtedness secured hereby and shall be deemed a voluntary prepayment of the indebtedness; and any such payment, to the extent permitted by law, must, therefore, include the prepayment fee, premium and any other charge required under the prepayment privilege contained in the Promissory Note secured hereby; or, if at that time there shall be no privilege of prepayment, then such payment, to the extent permitted by law, will include a charge equal in amount to the prepayment fee, premium and other charge calculated under the prepayment provisions, as set forth in the Promissory Note secured hereby. (d) Trustor agrees,for itself and any and all persons or concerns claiming by, through or under Trustor, that if it, or any one or more of them, shall hold possession of the Property, or any part thereof, subsequent to a foreclosure or trustee's sale hereunder, it, or the parties so holding possession, shall become, and be considered as, tenants at will of the purchaser or purchasers at such foreclosure or trustee's sale; and any such tenant failing or refusing to surrender possession upon demand shall be guilty of forcible detainer and shall be subject to eviction and removal, forcible or otherwise, with or without process of law, and all damages which may be sustained by any such tenant as a result thereof being hereby expressly waived. (e) To the extent permitted by law, in addition to the foregoing, in the event of a Default under this Deed of Trust, the Promissory Note or any of the Security Documents, Beneficiary shall have all other rights and remedies provided herein, in the Promissory Note, the Security Documents and available at law or in equity. 16. Personal Property: This Deed of Trust is also intended to encumber and create, and Trustor does hereby grant to Beneficiary, a security interest in: (a) All Personal Property and Fixtures now or hereafter placed in or affixed to the above Property and Improvements and used on or in connection therewith, whether or not the same shall have or would have become a part of said Property by attachment thereto, including without limitation all elevators, and ventilating apparatus, awnings, carpeting and other floor covering materials, draperies, gas and oil tanks and such other goods,equipment and personal property, including but not limited to furniture, furnishings, and all maintenance and other such equipment as is usually furnished by landlords in renting retail business and commercial office space or warehouse space, including the Rents and Profits and all additions thereto and replacements thereof but specifically excluding those items including, without limitation, inventory that is owned by any tenants. (b) All the Rents and Profits and all rights, causes of action, demands and claims which the Trustor is or may be entitled to assert in Bankruptcy Court, or otherwise, by reason of the termination, rejection or breach of any Lease of any portion of said Property. (c) All items described on Exhibit C attached hereto and incorporated herein by this reference. - 18- 17. Security Agreement: This Deed of Trust constitutes a security agreement between Trustor and Beneficiary with respect to all Fixtures and Personal Property in which Beneficiary is granted a security interest hereunder, and, cumulative of all other rights and remedies of Beneficiary hereunder, Beneficiary shall have all of the rights and remedies of a secured party. Trustor hereby agrees to execute and deliver on demand and hereby irrevocably constitutes and appoints Beneficiary the attorney-in-fact of Trustor to execute and deliver and, if appropriate, to file with the appropriate filing officer or officers such security agreements, financing statements, continuation statements or other instruments as Beneficiary may request or require in order to impose, perfect or continue the perfection of the lien or security interest created hereby. Upon the occurrence of a Default hereunder not cured within any applicable grace period, Beneficiary shall have the right to cause any of the Property which is subject to the security interest of Beneficiary hereunder to be sold in one or more public or private sales as permitted by applicable law, including at a sale held in conjunction with the sale of the Property by Trustee, as provided for in this Deed of Trust; and Beneficiary shall further have all rights and remedies, whether at law, in equity or by statute, as are available to secured creditors under applicable law. Any such disposition may be conducted by an employee or agent of Beneficiary or Trustee. Expenses of retaking, holding, preparing for sale, selling or the like shall be borne by Trustor and shall include Beneficiary's and Trustee's fees and legal expenses. Beneficiary shall have the right to enter upon the Property,the Improvements, any other real property or any Personal Property which is the subject of the security interest granted herein to take possession of, assemble and collect such Fixtures and Equipment and Personal Property or to render it unusable, or Trustor, upon demand of Beneficiary, shall assemble such Fixtures and Equipment and Personal Property and make it available to Beneficiary at a place deemed reasonably convenient to Beneficiary. If notice is required by law, Beneficiary shall give Trustor at least ten (10) days' prior written notice of the time and place of any public sale or other disposition of any property which is subject to the security interest of Beneficiary or of the time of or after which any private sale or other intended disposition is to be made; and if such notice is sent to Trustor, as the same is provided for the mailing of notices herein, it is hereby deemed that such notice shall be and is reasonable notice to Trustor. Any sale made pursuant to the provisions of this paragraph shall be deemed to have been a public sale conducted in a reasonably commercial manner if held contemporaneously with the sale under the power of sale granted in this Deed of Trust upon giving the same notice with respect to the sale of the Fixtures and Equipment and Personal Property hereunder as is required with respect to the sale under the power of sale given the Trustee under this Deed of Trust. In the event of any conflict between the terms of this Paragraph 17 and a separate security agreement, the terms providing Beneficiary with the most extensive or expansive rights and remedies shall control. 18. Fixture Financing Statement: This Deed of Trust is intended to be a financing statement within the purview of the Uniform Commercial Code with respect to those items of the Property as constitute fixtures on the Property. The address of Trustor(Debtor) and Beneficiary (Secured Party) are set forth on the first page of this Deed of Trust. This Deed of Trust is to be filed for record in the real property records of Washington County, Oregon, where the Property is located. Trustor is the record owner of the Property. To the extent allowed by law, Trustor hereby authorizes the Trustee or Beneficiary to file financing statements and continuation statements with respect to the Property in the appropriate filing offices, without the Trustor's signature. 19. Substitution of Trustee: Beneficiary may, from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed - 19 - and acknowledged by Beneficiary and recorded in the real property records of the county where the Property is situated, shall be conclusive proof of proper substitution of such Trustee or Trustees, who shall,without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. 20. No Waiver by Beneficiary: No waiver by Beneficiary of any right under this Deed of Trust shall be effective unless in writing. Waiver by Beneficiary of any right granted to Beneficiary under this Deed of Trust or of any provision of this Deed of Trust as to any transaction or occurrences shall not be deemed a waiver as to any future transaction or occurrences. By accepting payment of any sum secured hereby after its due date, or by making any payment or performing any act on behalf of Trustor that Trustor was obligated hereunder, but failed to make or perform, or by adding any payment so made by Beneficiary to the indebtedness secured hereby, Beneficiary does not waive its right to require prompt payment when due of all other sums so secured or to require prompt performance of all other acts required hereunder, or to declare a Default for failure so to pay. 21. Time of the Essence: Time is of the essence in all of Trustor's obligations hereunder. 22. Inspection and Business Records: Trustor agrees to provide Beneficiary with an annual building operating statement and current rent roll within one hundred twenty (120) days of the end of each calendar year, setting forth all income, expenses and occupancy information relating to the Property. In addition, the Trustor will within one hundred twenty (120) days of the end of each calendar year, provide Beneficiary with an annual financial statement of the tenant, which as of the date of this Deed of Trust is known as Paul Schatz Furniture, and its successors and assigns. If in default, Beneficiary shall have the further right to require that such statements be prepared in accordance with generally accepted accounting principles by an independent certified public accountant satisfactory to Beneficiary. All statements provided under this Paragraph 22 will be provided at Trustor's cost. 23. Remedies: To the extent allowed by law, no remedy herein provided shall be exclusive of any other remedy herein or now or hereafter existing by law, but shall be cumulative. To the extent allowed by law, every power or remedy hereby given to Trustee or Beneficiary, or to which either of them may be otherwise entitled, may be exercised from time to time and as often as may be deemed expedient by them, and either of them may pursue inconsistent remedies. If Beneficiary holds any additional security for any obligation secured hereby, it may enforce the sale thereof at its option, either before, contemporaneously with or after the sale is made hereunder; and on any Default of Trustor, Beneficiary may, at its option, offset against any indebtedness secured hereby; and the Beneficiary is hereby authorized and empowered at its option, without any obligation so to do, and without affecting the obligations hereof, to apply toward the payment of any indebtedness of the Trustor to the Beneficiary any and all sums of money of Trustor which Beneficiary may have in its possession or under its control, including without limiting the generality of the foregoing, any savings account, deposit, investment certificate, escrow or trust funds. 24. Savings Clause: If under any circumstances whatsoever, the interest payable to Beneficiary by Trustor is at a rate in excess of that permitted under applicable law to be paid by Trustor,then, the interest - 20- payable to Beneficiary shall be reduced to the maximum amount permitted under applicable law; and if under any circumstance Beneficiary shall ever receive anything of value deemed interest by applicable law which would exceed interest at the highest lawful rate, an a mount equal to any excessive interest shall be applied to the reduction of the principal amount owing under the Promissory Note and the obligations owing under this Deed of Trust and not to the payment of interest; or if such excessive interest exceeds the unpaid balance of principal of the Promissory Note and the obligations owing under this Deed of Trust, such excess shall be refunded to Trustor. 25. Waiver of Jury Trial: TRUSTOR, BY EXECUTION OF THIS DEED OF TRUST, AND BENEFICIARY BY ACCEPTANCE OF THIS DEED OF TRUST, EACH HEREBY IRREVOCABLY WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS DEED OF TRUST, THE NOTE AND OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED THEREBY, ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTION OF ANY OF THE PARTIES. TRUSTOR ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO BENEFICIARY MAKING THE LOAN WHICH IS THE SUBJECT MATTER OF THIS TRANSACTION. TRUSTOR FURTHER ACKNOWLEDGES THAT THIS WAIVER HAS BEEN FREELY AND VOLUNTARILY MADE AFTER FULL OPPORTUNITY TO DISCUSS SAME WITH COUNSEL OF TRUSTOR'S CHOICE. 26. Illegality: In the event that any provision or clause of this Deed of Trust conflicts with applicable law, such conflict shall not affect other provisions of this Deed of Trust which can be given effect without the conflicting provision, and to this end the provisions of this Deed of Trust are declared to be severable. If the lien of this Deed of Trust is a. becomes invalid or unenforceable, the amount secured hereby shall become immediately due and payable. Should this instrument be construed or adjudicated to be ineffective or unenforceable as a Deed of Trust, then this instrument shall be construed and enforced as a real estate mortgage, with Trustor as mortgagor and Beneficiary as mortgagee. 27. General Provisions: (a) This Deed of Trust applies to, inures to the benefit of and binds all parties hereto, their heirs, legatees, devisees, administrators,executors, successors and assigns; however, nothing herein is intended to be a waiver by Beneficiary of the provisions of Paragraph 8 hereof. (b) The term"Beneficiary"shall mean the owner and holder(including a pledgee) of any note secured hereby, whether or not named as Beneficiary herein. (c) Wherever the context so requires, the masculine gender includes the feminine and neuter, the singular number includes the plural, and vice versa. (d) Captions and paragraph headings used herein are for convenience only, are not a part of this Deed of Trust and shall not be used in construing it. (e) The term "Trustor" shall mean the original Trustor hereunder and any subsequent owner of the Property who acquires the same subject to this Deed of Trust with the consent of the Beneficiary. If more than one person is now or hereafter named herein as Trustor, each obligation of Trustor shall be the joint and several obligation of each such person. - 21 - (f) The rights or remedies granted hereunder, or in equity or by law, shall not be exclusive, but shall be concurrent and cumulative. 28. Representations: The representations made by Trustor to Beneficiary,through either itself or any other agent, shall survive the closing of the loan evidenced by the Promissory Note and secured by this Deed of Trust and by the recording of this Deed of Trust. Said representations were important to Beneficiary in determining the ability of the Property to support the debt service of this Loan. 29. Trustee's Acceptance: Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party, unless brought by Trustee. 30. Address for Mailing Notices: Trustor hereby requests that a copy of any notice of default and a copy of any notice of sale hereunder be mailed to Trustor at its address set forth above. All notices, demands, requests or other communications with respect to this Deed of Trust shall be in writing and shall be effective if personally delivered or mailed by certified mail following three (3) days deposit in the United States mail, postage prepaid, to Trustor, Trustee or Beneficiary, respectively, at the addresses set forth above. Any party may at any time change its address for notices by delivering or mailing to the other parties a notice of said change. 31. Law. This Deed of Trust, the rights of the Beneficiary hereunder and the Promissory Note secured hereby shall be construed and enforced according to the laws of the State of Oregon. 32. Entire Contract: This contract together with all other Security Documents embodies the final, entire agreement among the parties hereto and supersedes any and all prior commitments, agreements, representations, and understandings, whether written or oral, relating to the subject matter hereof and may not be contradicted or varied by evidence of rrior, contemporaneous or subsequent oral agreements or discussions of the parties hereto. There are no oral agreements among the parties hereto. The provisions of the Deed of Trust may be amended or waived only by an instrument in writing signed by the parties hereto. 33. No Agricultural Use: The Property is not used principally or primarily for agricultural or farming purposes. 34. Additional Representation: Trustor hereby represents and warrants to Beneficiary that: (a) Trustor: - 22 - (i) Is a limited liability company, validly existing and in good standing under the laws of the State of Oregon; (ii) Has the power and authority to own its properties and to carry on its business as now being conducted; (iii) Is qualified to do business in every jurisdiction in which the nature of its business or its properties makes such qualification necessary; and (iv) Is in material compliance with all laws, regulations, ordinances and orders of public authorities applicable to it. (b) The execution, delivery and performance by Trustor of this Deed of Trust, the Promissory Note and all other Security Documents, and the borrowing evidenced by the Promissory Note: (i) Are within the powers of Trustor; (ii) Have been duly authorized by all requisite action; (iii) Have received all necessary governmental approval; and (iv) Will not violate any provision of law, any order of any court or other agency or government, or the Articles of Organization and Operating Agreement. (c) This Deed of Trust, the Promissory Note and all other Security Documents constitute the legal, valid and binding obligations of Trustor and other obligors named therein, if any, in accordance with their respective terms. (d) Neither the execution and delivery of this Deed of Trust, the Promissory Note or other Security Documents, the consummation of the transactions contemplated hereby, or thereby, nor the fulfillment of or compliance with the terms and conditions of this Deed of Trust, the Promissory Note, or other Security Documents, conflicts with or results in a breach of any of the terms, conditions or provisions of any restrictions or any agreement or instrument to which Trustor is now a party or by which it is bound. 35. Hazardous Materials: a. Definitions. For the purpose of this Deed of Trust,Trustor, Beneficiary and Trustee agree that, unless the context otherwise specifies or requires, the following terms shall have the meaning herein specified: (i) Hazardous Materials: Any substance on the Property,the presence of which is regulated by any Governmental Requirements (as hereinafter defined), including but not limited to: (i) any "hazardous waste" as defined by the Resource Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901 et seq.), as amended from time to time, and regulations promulgated thereunder; (ii) any "hazardous substance" as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. Section 9601 et seq.) ("CERCLA" or "SuperFund"), as amended from time to time, and regulations promulgated thereunder; (iii) asbestos; (iv) polychlorinated biphenyls; (v) any petroleum-based products; and (vi) underground storage tanks, whether empty, filled or partially filled with any substance. - 23 - (ii) Governmental Requirements: All laws, ordinances, statutes, codes, rules, regulations, orders and decrees of the United States, the state, the county, the city, or any other political subdivision in which the Property is located, and any other political subdivision, agency or instrumentality a rcising jurisdiction over Trustor or the Property. (iii) Hazardous Materials Contamination: The contamination (whether presently existing or hereafter occurring) of the improvements, facilities, soil, groundwater, air or other elements on, over or under the Property by Hazardous Materials, or the contamination of the improvements, facilities, soil,ground-water, air or other elements on, over or under any other property as a result of Hazardous Materials at any time (whether before or after the date of this Deed of Trust) emanating from the Property. b. Representations and Warranties. Trustor hereby represents and warrants that: (i) No Hazardous Materials are located on the Property or have been released into the environment, or deposited, discharged, placed or disposed of at, on, under or near the Property, or transported to or from the Property. No portion of the Property is being used or has been used at any previous time, for the disposal, storage, treatment, processing, manufacturing or other handling of Hazardous Materials nor is any part of the Property affected by any Hazardous Materials Contamination. (ii) To the best of Trustor's knowledge(i) no Hazardous Materials are located on property adjoining the Property; (ii) no property adjoining the Property has ever been used at any previous time for the disposal, storage, treatment, processing, manufacturing or other handling of Hazardous Materials; and (iii) no property adjoining the Property is affected by Hazardous Materials Contamination. (iii) No asbestos or asbestos-containing materials have been installed, used, incorporated into, or disposed of on the Property. (iv) No polychlorinated biphenyls or materials containing polychlorinated biphenyls are located on or in the Property, in the form of electrical transformers, fluorescent light fixtures with ballasts, cooling oils, or any other device or form. (v) No underground storage tanks are located on the Property or,to the best of Trustor's knowledge, were previously located on the Property and subsequently removed or filled. (vi) No investigation, administrative order, consent order, agreement, litigation or settlement with respect to Hazardous Materials or Hazardous Materials Contamination is proposed, threatened, anticipated or in existence with respect to the Property. The Property and its existing and prior uses comply and at all times have complied with any applicable Governmental Requirements relating to environmental matters or Hazardous Materials. There is no condition on the Property which is in violation of any applicable Governmental Requirements relating to Hazardous Materials, and Trustor has received no communication from or on behalf of any Governmental Authority that any such condition exists. The Property is not currently on, and to the best of Trustor's knowledge, has never been on, any federal, state or local "Superfund" or "Superlien" list. - 24- (vii) Except for studies, audits, and reports pertaining to the Property which have been made available to Beneficiary, there have been no environmental investigations,studies,audits,tests, reviews or other analyses conducted by or which are in the possession of or available to Trustor in relation to the Property. (viii) All representations and warranties contained in this Paragraph 34 shall survive the consummation of the transactions contemplated by this Deed of Trust. c. Covenants. Trustor agrees: (a) that Trustor shall not receive, store, dispose or release any Hazardous Materials on or to the Property or transport any Hazardous Materials to or from the Property or permit the existence of any Hazardous Materials Contamination, or to the extent such Hazardous Materials are brought in, on, about or under the Property, that all operations or activities shall be in all material respects, in compliance with all State, Federal and local laws and regulations governing the generation, handling, treatment, storage, use, transportation, discharge and disposal of Hazardous Materials; (b) to give written notice to Beneficiary immediately upon Trustor's acquiring knowledge of the presence of any Hazardous Materials on the Property or of the transport of any Hazardous Materials to or from the Property or of the existence of any Hazardous Materials Contamination,with a full description thereof; (c) promptly, at Trustor's sole cost and expense, to comply with any Governmental Requirements requiring the removal, treatment or disposal of such Hazardous Materials or Hazardous Materials Contamination and provide Beneficiary with satisfactory evidence of such compliance; (d) to provide Beneficiary, within thirty (30) days after demand by Beneficiary,with financial assurance evidencing to Beneficiary's satisfaction that the necessary funds are available to pay the cost of removing,treating and disposing of such Hazardous Materials or Hazardous Materials Contamination and discharging any assessments which may be established on the Property as a result thereof; and (e) to insure that all leases, licenses, and agreements of any kind now or hereafter executed which permit any party to occupy, possess, or use in any way the Property or any part thereof, whether written or oral, include an express prohibition on the disposal or discharge of any Hazardous Materials at or affecting the Property, and a provision that failure to comply with such prohibition shall expressly constitute a default under any such agreement. d. Liens. Trustor shall not cause or suffer any liens to be recorded against the Property as a consequence of, or in any way related to, the presence, remediation or disposal of Hazardous Materials in or about the Property, including any so-called state, federal or local "Superfund" lien relating to such matters. e. Site Assessments. Beneficiary(by its officers, employees and agents) at anytime and from time to time, either prior to, in the event Beneficiary has reasonable belief that environmental contamination has occurred, or after the occurrence of an Event of Default, may contract for the services of persons (the "Site Reviewers") to perform environmental site assessments ("Site Assessments") on the Property for the purpose of determining whether there exists on the Property any environmental condition which could result in any liability, cost or expense to the owner, occupier or operator of such Property arising under any Governmental Requirements relating to Hazardous Materials. The Site Assessments may be performed at any time or times, upon reasonable notice, and under reasonable conditions established by Trustor which do not impede the performance of the Site Assessment. The Site Reviewers are hereby authorized to enter upon the Property for such purposes. The Site Reviewers are further authorized to perform both above and below-ground testing for environmental damage or the presence of Hazardous Materials or - 25 - Hazardous Materials Contamination on the Property and such other tests on the Property as may be necessary to conduct the Site Assessments in the reasonable opinion of the Site Reviewers. Trustor will supply to the Site Reviewers such historical and operational information regarding the Property as may be reasonably requested by the Site Reviewers to facilitate the Site Assessments and will make available for meetings with the Site Reviewers appropriate personnel having knowledge of such matters. On request, Beneficiary shall make the results of such Site Assessments fully available to Trustor, which (prior to an Event of Default) may at its election participate under reasonable procedures in the direction of such Site Assessments and the description of tasks of the Site Reviewers, The cost of performing such Site Assessments shall be paid by Trustor upon demand of Beneficiary and any such obligations shall be indebtedness secured by this Deed of Trust. f. Indemnification. Trustor shall at all times retain any and all liabilities arising from the presence, handling, treatment, storage, transportation, removal or disposal of Hazardous Materials on the Property. Regardless of whether any Site Assessments are conducted hereunder, and regardless of whether any Event of Default (as defined in Paragraph 7 of this Deed of Trust) shall have occurred and be continuing or any remedies in respect to the Property are exercised by Beneficiary, Trustor shall defend, indemnify and hold harmless Beneficiary and Trustee (and any successor to the Trustee)from and against any and all liabilities (including strict liability), suits, actions, claims, demands, penalties, damages (including, without limitation, lost profits, consequential damages, interest, penalties,fines and monetary sanctions), losses,costs and expenses (including, without limitation, reasonable attorneys' fees and remedial costs) (the foregoing are hereinafter collectively referred to as "Liabilities") which may now or in the future (whether before or after the culmination of the transactions contemplated by this Deed of Trust) be incurred or suffered by Beneficiary or Trustee (or any successor to the Trustee) by reason of, resulting from, in connection with, or arising in any manner whatsoever out of the breach of any warranty or covenant or the inaccuracy of any representation of Trustor contained or referred to in this Paragraph 35 or in any loan agreement made and entered into between Trustor and Beneficiary relating to the Property or which may be asserted as a direct or indirect result of the presence on or under, or escape, seepage, leakage, spillage, discharge, emission or release from the Property of any Hazardous Materials or any Hazardous Materials Contamination or arise outof or result from the environmental condition of the Property or the applicability of any Governmental Requirements relating to Hazardous Materials, regardless of whether or not caused by or within the control of Trustor, Beneficiary or Trustee (or any successor to the Trustee). Such Liabilities shall include, without limitation: (i) injury or death to any person; (ii) damage to or loss of the use of any property; (iii) the cost of any demolition and rebuilding of any improvements now or hereaftersituated on the Property or elsewhere, and the cost of any repair or remediation of any such improvements: (iv)the cost of any activity required by any Governmental Authority; (v) any lawsuit brought or threatened, good faith settlement reached, or governmental order relating to the presence, disposal, release or threatened release of any Hazardous Materials, on, from or under the Property; and (vi)the imposition of any liens on the Property arising from the activity of Trustor or Trustor's predecessors in interest on the Property or from the existence of Hazardous Materials upon the Property or Hazardous Materials Contamination. The covenants, warranties. agreements and - 26 - indemnifications contained in this Paragraph 35 shall survive the consummation of the transactions contemplated by this Deed of Trust. g. Right of Entry. Beneficiary shall have the right but not the obligation, without in any way limiting Beneficiary's other rights and remedies under this Deed of Trust, to enter onto the Property or to take such other actions as it deems necessary or advisable to clean up, remove, resolve or minimize the impact of, or otherwise deal with, any Hazardous Materials or Hazardous Materials Contamination on or under the Property following receipt of any notice from any person or entity asserting the existence of any Hazardous Materials or Hazardous Materials Contamination pertaining to the Property, or any part thereof which, if true, could result in an order, notice, suit, imposition of a lien on the Property, or other action, and/or which, in Beneficiary's sole opinion, could jeopardize Beneficiary's security upon this Deed of Trust. All costs and expenses paid or incurred by Beneficiary in the exercise of any such rights shall be indebtedness secured by this Deed of Trust and shall be payable by Trustor upon demand. 36. Discretionary Matters: Trustor acknowledges and agrees that should any matter herein depend or be contingent upon the discretion, judgment or consent of the Beneficiary, it is to be presumed that the Beneficiary will take such actions and consider such elements in exercising said discretion, making such judgment, or granting or denying such consent as are required, based on Beneficiary's good faith subjective judgment, to protect the security interest of Beneficiary in the Property and to ensure repayment of the loan secured hereby. 37. Countejparts. This Deed of Trust may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES, AND COMMITMENTS MADE BY BENEFICIARY AFTER OCTOBER 3, 1989, CONCERNING LOANS AND OTHER CREDIT EXTENSIONS THAT ARE NOT FOR PERSONAL, FAMILY, OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE TRUSTOR'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION, AND BE SIGNED BY AN OFFICER OF BENEFICIARY TO BE ENFORCEABLE. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON TRANSFERRING FEE TITLE SHOULD INQUIRE ABOUT THE PERSONS RIGHTS, IF ANY, UNDER ORS 197.352. THIS INSTRUMENT DOES NOT ALLOW USE OF THE PROPERTY DESCRIBED IN THIS INSTRUMENT IN VIOLATION OF APPLICABLE LAND USE LAWS AND REGULATIONS. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY THAT THE UNIT OF LAND BEING TRANSFERRED IS A LAWFULLY ESTABLISHED LOT OR PARCEL, AS DEFINED IN ORS 92.010 OR 215.010, TO VERIFY THE APPROVED USES OF THE LOT OR PARCEL, TO DETERMINE ANY LIMITS ON LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS DEFINED IN ORS 30.930 AND TO INQUIRE ABOUT THE RIGHTS OF NEIGHBORING PROPERTY OWNERS, IF ANY, UNDER ORS 197.352. O.R.S. 41.580 Disclosure. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS BY LENDER CONCERNING LOANS AND OTHER CREDIT EXTENSIONS - 27 - WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES, OR SECURED SOLELY BY THE GRANTOR'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY AN AUTHORIZED REPRESENTATIVE OF LENDER TO BE ENFORCEABLE. IN WITNESS WHEREOF,the undersigned has executed this Deed of Trust on the date first above written. TRUSTOR: PACA Properties, L.L.C., an Oreg limited liability company (iirg PWI Schatz III Mei•- r ,.,,,,, i ,, , i ,,,,_., : : k Carol Sc atz Its: Member STATE OF OREGON ) l,,�+,� ) ss. W COUNTY OF / tot This instrument was acknowledged before me on Novembe .A ,2007, by Paul Schatz III,a Member of PACA Properties, L.L.C., an Oregon limited liability compan •n .-half of whom this instrument is executed. 4 --_,..., (S nature of notarial officer) (Seal, if any) My Commission Expires: Ced OFFICIAL SEAL YVONNE M CLIFFORD rM"r NOTARY PUBLIC-OREGON STATE OF OREGON ) �' COMMISSION N0.393235 ', t G SS. fil MY COMMISSION EXPIRES JUNE 23,7.009 COUNTY OF WA5ll This instrument was acknowledged before me on November 2( ,2007, by Carol Schatz, a Member of PACA Properties, L.L.C., an Oregon limited liability company, on behalf of whom this instrument is executed. r Signatu of notarial officer) i 1 (Seal, if any) My Commission Expires: (03/ OFFICIAL SEAL ti''�'1),, yVONNE M CLIFFORD - 28- ; � `� ;: _ '` a NOTARY PU$LUC•OREGON u COWSSION NO.393235 :,t In C(!MM!$S0�EXPIRESIUNE 23,200 EXHIBIT A Legal Description of Property To Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing Statement Parcel 1, PARTITION PLAT NO. 2000-020, in the City of Tigard. County of Washington and State of Oregon. EXCEPTING THEREFROM that portion of said property lying below a depth of 500 feet measured vertically from the contour of the surface thereof, reserved by Southern Pacific Transportation Company, a Delaware corporation in Deed recorded June 17, 1975 in Book 1028, Page 719, records of Washington County. TOGETHER WITH an easement for access and utilities over that portion of Parcel 2, PARTITION PLAT NO. 2000-020, delineated on the plat as a 30 foot wide access and utility easement and as conveyed in Memorandum of Reciprocal Access and Exclusive Easement recorded April 03, 2000 as Recording No. 2000025964, Records of Washington County. - 29 - EXHIBIT B Permitted Exceptions To Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing Statement 1. Unpaid taxes for 2007-2008: Levied Amount : $36,781.49 Balance Owing : $24,520.99, plus interest and fees, if any Account No. : 2S112AD-01100 Levy Code : 023.81 Key No. R2093429 (Affects the real property) 2. The herein described premises are within the boundaries of and subject to the statutory powers, including the power of assessment, of Clean Water Services. NOTE: There are no unpaid assessments as of the effective date hereof. 3. The herein described premises are within the boundaries of and subject to the statutory powers, including the power of assessment, of Tualatin Valley Water District. NOTE: There are no unpaid assessments as of the effective date hereof. 4. Access Restrictions, including the terms and provisions thereof in Deed: To : State of Oregon, by and through its State Highway Commission Recorded : July 20, 1939 Book : 182 Page : 41 5. Access Restrictions, including the terms and provisions thereof in Deed: To State of Oregon, by and through its State Highway Commission Recorded : June 23, 1953 Book 346 Page : 189 6. Access Restrictions, including the terms and provisions thereof in Deed: To : State of Oregon, by and through its State Highway Commission Recorded : August 27, 1953 Book : 348 Page : 24 7. Access Restrictions, including the terms and provisions thereof in Decree of Final Judgment and Order of Taking: Entered : December 03, 1974 Case No. 33547 To State of Oregon, by and through its State Highway Commission Recorded : April 03, 1975 Book : 1017 Page • 124 8. Easement, including the terms and provisions thereof: For : Underground pipelines or water mains Granted to : Tigard Water District, a municipal corporation of Washington County, Oregon Recorded : November 17, 1975 Book : 1054 Page 400 Affects : A 10.00 foot strip across a portion of said land. NOTE: The above easement is also shown on PARTITION PLAT NO. 2000-020 (D2) 9. Easement as shown on PARTITION PLAT NO. 2000-020: For : A 30 foot wide Reciprocal Easement for Access and Utilities (El) Exclusively for Parking for the benefit of Parcel 2 (E2) Affects : Northwesterly portion, as shown on said plat. 10. Covenants, Conditions and Restrictions, including the terms and provisions thereof, as shown on the recorded PARTITION PLAT NO. 2000-020. 11. Restriction as shown on PARTITION PLAT NO. 2000-020 as follows: "There shall be no direct motor vehicle access from Parcel 1, to or from S.W. Bonita Road and to or from Interstate 5." 12. Memorandum of Standard Purchase and Sale Agreement and of Right of First Offer, Sale and Agreement Regarding Use Covenants, including the terms and provisions thereof: Between : Paca Properties, LLC And : Atiyeh Bros., Inc. Dated : March 31, 2000 Recorded April 03, 2000 Recording No. : 2000025962 13. Easement for Sign (Memorandum of Signage Agreement), including the terms and provisions thereof: Between : Paca Properties, LLC And : Atiyeh Bros., Inc. Dated : March 31, 2000 Recorded : April 03, 2000 Recording No. : 2000025963 14. Easement Agreement (Memorandum of Reciprocal Access and Exclusive Easement), including the terms and provisions thereof: Between : Paca Properties, LLC And : Atiyeh Bros., Inc. Dated : March 31, 2000 Recorded : April 03, 2000 Recording No. 2000025964 15. Easement, including the terms and provisions thereof: For : Underground electric distribution line(s) Granted to Portland General Electric Company, an Oregon corporation Recorded : February 15, 2001 Recording No. : 2001012200 Affects : A six (6) foot strip across a portion of said land, refer to document for location. 16. Easement, including the terms and provisions thereof: For : Sanitary sewer Granted to City of Tigard Recorded : April 05, 2001 Recording No. : 2001028933 Affects : A portion, as described therein 17. Right, title and interest of Lamar Advertising of Eugene, owner of a Billboard located on said land as disclosed by the Washington County Tax Rolls: Account No. 2S112AD-01100-A1 Key No. : R2032406 18. Statutory liens for labor or materials, including liens for contributions due to the State of Oregon for unemployment compensation and for workmen's compensation, which have now gained or hereafter may gain priority over the lien of the insured mortgage where no notice of such liens appear of record. EXHIBIT C Personal Property Description To Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing Statement A. All fixtures and articles of property now or hereafter attached to, or used or adapted for use in the operation of, the real property located in Washington County, Oregon, and more particularly described as Exhibit A(the"Property") (whether such items are leased, owned absolutely or subject to any title retaining or security instrument, or otherwise used or possessed, but excluding those items including, without limitation, inventory that is owned by tenants in accordance with their leases), including, without limitation, all heating, cooling, air-conditioning, ventilating, refrigerating, plumbing, generating, power, lighting, laundry, maintenance, incinerating, lifting, cleaning, fire prevention and extinguishing, security and access control, cooking, gas, electric, and communication fixtures, equipment, and apparatus, all engines, motors, conduits, pipes, pumps, tanks, ducts, compressors, boilers, water heaters and furnaces, all ranges, stoves, disposers, refrigerators, and other appliances, all escalators and elevators, all cabinets, partitions, mantels, built-in mirrors, window shades, blinds, screens, awnings, storm doors, windows and sash, all carpeting, underpadding and draperies, all furnishings of public spaces, halls and lobbies and all shrubbery and plants. B. All present and future contracts and policies of insurance which insure the Property or any building, structures, or improvements thereon, or any such fixtures or personal property, against casualties and theft, and all proceeds and rights thereto which may be or become payable by virtue of any such insurance contracts or policies. C. All the rents, revenues, issues, profits and income of the Property, and all right, title, and interest of Trustor in and to all present and future leases and other agreements for the occupancy or use of all or any part of the Property, and all right, title and, interest of Trustor thereunder, including, without limitation, all cash or security deposits, advance rentals, and deposits or payments of similar nature, together with all guaranties of tenants' or occupants' performance thereunder. D. All general intangibles relating to the development or use of the Property, including, without limitation, all permits, licenses, and franchises, all names under or by which the Property may at any time be operated or known, and all rights to carry on business under any such names or any variant thereof, and all trademarks, trade names, logos, and good will in any way relating to the Property. E. All water stock relating to the Property, all shares of stock or other evidence of ownership of any part of the Property that is owned by Trustor in common with others, and all documents or membership in any owners' or members' association or similar group having responsibility for managing or operating any part of the Property. F. All products and proceeds of all of the foregoing. , LOA�.� POLICY OF TITLE INSURANCE ISSU�.� BY 71 F - PACIFIC NORTHWEST TITLE INSURANCE COMPANY, INC. Any notice of claim and any other notice or statement in writing required to be given to the Company under this Policy must be given to the Company at the address shown in Section 17 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS,PACIFIC NORTHWEST TITLE INSURANCE COMPANY,INC.,a Washington corporation(the"Company")insures as of Date of Policy and,to the extent stated in Covered Risks 11,13,and 14,after Date of Policy,against loss or damage,not exceeding the Amount of Insurance,sustained or incurred by the Insured by reason of: 1. Title being vested other than as stated In Schedule A. 2. Any defect in or lien or encumbrance on the Title.This Covered Risk includes but is not limited to insurance against loss from (a) A defect in the Title caused by (i) forgery,fraud,undue influence,duress,incompetency,Incapacity,or Impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created,executed,witnessed,sealed,acknowledged,no ized,or delivered; (iv)failure to perform those acts necessary to create a document by electronic means auth zed by (v) a document executed under a falsified,expired,or otherwise Invalid power of attorney, (vi) a document not properly filed,recorded,or indexed in the Public Records including failur those acts by electronic means authorized by law;or (vii)a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments Imposed on the Title by a governmental authority due or paya ut unpaid. (c) Any encroachment, encumbrance, violation, variation, or adverse circumstanc- affecting the Title that wo a disclosed by an accurate and complete land survey of the Land.The term"encroachment"in .croachments of existing I vements located on the Land onto adjoining land,and encroachments onto the Land of exi- . Imp . menta located on adjoinin land. 3. Unmarketable Title. 4. No right of access to and from the Land. 5. The violation or enforcement of any law,ordinance,permit,or governmental reg 'on(I. ding those relating to building and zoning) restricting,regulating,prohibiting,or relating to (a)the occupancy,use,or enjoyment of the Land; (b)the character,dimensions,or location of any Improvement erected on the Land; (c)the subdivision of land;or (d)environmental protection if a notice,describing any part of the Land,is recorded In t •ublic •rds setting forth the :tion or intention to enforce,but only to the extent of the violation or enforcement referred to in tha otice. 6. An enforcement action based on the exercise of a governme police po of covered by Covered Risk 5 If a notice of the enforcement action,describing any part of the Land,is recorded in the P• 'c Records, only to the extent of the enforcement referred to in that notice. 7. The exercise of the rights of eminent domain if a notice of the exe -e,describe any part of the Land,Is recorded In the Public Records. 8. Any taking by a governmental body that has occurred and Is bindl •n the rig of a purchaser for value without Knowledge. 9. The Invalidity or unenforceability of the II'. .f the Insured Mortga_. •on th. itle.This Covered Risk includes but is not limited to insurance against loss from any of the f• pairing the lien of th. ortgage w (a) forgery,fraud,undue Influence,dur Inc. .etency,incapacity,or i .. sonation; r (b) failure of any person or Entity to h- authorized a transfer or conveyance; _ • (c) the insured Mortgage not being pro. ly created,executed,witnessed,sealed,acknowledged,notarized,or delivered; ltis< ` (d) failure to perform those acts necess. to create a d• ument by electronic means authorized by law; . -it' (e) a document executed under a falsified, •Ired,or o wise Invalid power of attorney; (f) a document not properly filed,recorded, dexed In Public Records including failure to perform those acts by electronic means authorized by law;or (g) a defective judicial or administrative procee. 10.The lack of priority of the lien of the Insured Mortg-. - e Title over any other lien or encumbrance. 11.The lack of priority of the lien of the Insured Mortgage...n the Title (a) as security for each and every advance of proceeds of the loan secured by the Insured Mortgage over any statutory lien for services, labor,or material arising from construction of an Improvement or work related to the Land when the improvement or work is either (i) contracted for or commenced on or before Date of Policy;or (ii) contracted for,commenced,or continued after Date of Policy If the construction is financed,In whole or In part,by proceeds of the loan secured by the Insured Mortgage that the Insured has advanced or is obligated on Date of Policy to advance;and (b)over the lien of any assessments for street improvements under construction or completed at Date of Policy. 12.The Invalidity or unenforceability of any assignment of the Insured Mortgage,provided the assignment is shown In Schedule A,or the failure of the assignment shown in Schedule A to vest title to the Insured Mortgage In the named Insured assignee free and clear of all liens. 13.The Invalidity,unenforceability,lack of priority,or avoidance of the lien of the insured Mortgage upon the Title (a) resulting from the avoidance in whole or In part,or from a court order providing an alternative remedy,of any transfer of all or any part of the title to or any Interest in the Land occurring prior to the transaction creating the lien of the Insured Mortgage because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy,state Insolvency,or similar creditors'rights laws;or (b) because the Insured Mortgage constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of Its recording in the Public Records (i) to be timely,or (ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor. 14.Any defect in or lien or encumbrance on the Title or other matter Included in Covered Risks 1 through 13 that has been created or attached or has been filed or recorded In the Public Records subsequent to Date of Policy and prior to the recording of the insured Mortgage in the Public Records. The Company will also pay the costs,attorneys'fees,and expenses incurred in defense of any matter insured against by this Policy,but only to the extent provided In the Conditions. r.)...)///gs......0.2.7... ash. i��► President PACIFIC NORTHWEST TITLE Countersi.ned by: Insurance Company.Inc. ._ Q ticta 4t. Aut..rized Signet. s PACIFIC NORTHWEST TITLE v SEAL Company OFOREGON,INC. '•iId'`,,1926 %,a` .R ei Suite 220 City,State 9020 SW Washington Sq.Rd. • M-2062- Tigard OR 97223 ALTA LOAN POLICY—W2006 EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy,and the Company will not pay loss or damage,costs,attorneys'fees,or expenses that arise by reason of: 1. (a)Any law,ordinance,permit,or governmental regulation(Including those relating to building and zoning)restricting,regulating,prohibiting,or relating to (i) the occupancy,use,or enjoyment of the Land; (ii) the character,dimensions,or location of any improvement erected on the Land; (iii) the subdivision of land;or (iv) environmental protection; or the effect of any violation of these laws,ordinances,or governmental regulations.This Exclusion 1(a)does not modify or limit the coverage provided under Covered Risk 5. (b)Any governmental police power.This Exclusion 1(b)does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain.This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects,liens,encumbrances,adverse claims,or other matters (a) created,suffered,assumed,or agreed to by the Insured Claimant; (b) not Known to the Company,not recorded In the Public Records at Date of Policy,but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting In no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy(however,this does not modify or limit the coverage provided under Covered Risk 11,13,or t4);or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws of the state where the Land is situated. 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth-in-lending law. 5. Any claim,by reason of the operation of federal bankruptcy,state insolvency,or similar creditors'rights laws,that the transaction creating the lien of the Insured Mortgage,Is (a) a fraudulent conveyance or fraudulent transfer,or (b) a preferential transfer for any reason not stated In Covered Risk 13(b)of this policy. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the Insured Mortgage in the Public Records.This Exclusion does not modify or limit the coverage provided under Covered Risk 11(b). 1.DEFINITION OF TERMS CONDITIONS The following terms when used In this policy mean: (a) "Amount of Insurance":The amount stated In Schedule A,as may be increased or (m)"Unmarketable Title":Title affected by an alleged or apparent matter that would decreased by endorsement to this policy,Increased by Section 8(b)or decreased permit a prospective purchaser or lessee of the Title or lender on the Title or a by Section 10 of these Conditions. prospective purchaser of the Insured Mortgage to be released from the obligation (b) "Date of Policy":The date designated as"Date of Policy"In Schedule A. to purchase,lease,or lend If there is a contractual condition requiring the delivery (c) "Entity":A corporation,partnership,trust,limited liability company,or other similar of marketable title. legal entity. (d) "Indebtedness":The obligation secured by the Insured Mortgage Including one 2.CONTINUATION OF INSURANCE evidenced by electronic means authorized by law, and if that obligation is the The coverage of this policy shall continue in force as of Date of Policy in favor of an payment of a debt,the Indebtedness is the sum of Insured after acquisition of the Title by an Insured or after conveyance by an Insured, (i) the amount of the principal disbursed as of Date of Policy; but only so long as the Insured retains an estate or Interest in the Land, or holds an (ii) the amount of the principal disbursed subsequent to Date of Policy; obligation secured by a purchase money Mortgage given by a purchaser from the (iii) the construction loan advances made subsequent to Date of Policy for the Insured,or only so long as the Insured shall have liability by reason of warranties in purpose of financing in whole or in part the construction of an improvement to any transfer or conveyance of the Title.This policy shall not continue In force in favor the Land or related to the Land that the Insured was and continued to be of any purchaser from the Insured of either(I)an estate or interest in the Land,or(ii)an obligated to advance at Date of Policy and at the date of the advance; obligation secured by a purchase money Mortgage given to the Insured. (iv) interest on the loan; (v) the prepayment premiums,exit fees,and other similar fees or penalties allowed 3.NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT by law; The Insured shall notify the Company promptly in writing(i)in case of any litigation as (vi)the expenses of foreclosure and any other costs of enforcement; set forth in Section 5(a)of these Conditions,(ii)in case Knowledge shall come to an (vii)the amounts advanced to assure compliance with laws or to protect the lien or Insured of any claim of title or interest that is adverse to the Title or the lien of the the priority of the lien of the Insured Mortgage before the acquisition of the Insured Mortgage, as Insured, and that might cause loss or damage for which the estate or interest In the Title; Company may be liable by virtue of this policy, or (iii)if the Title or the lien of the (viii)the amounts to pay taxes and insurance;and Insured Mortgage, as insured, Is rejected as Unmarketable Title. If the Company Is (Ix) the reasonable amounts expended to prevent deterioration of Improvements; prejudiced by the failure of the Insured Claimant to provide prompt notice, the but the Indebtedness is reduced by the total of all payments and by any amount Company's liability to the Insured Claimant under the policy shall be reduced to the forgiven by an Insured. extent of the prejudice. (e) "Insured":The Insured named In Schedule A. (i) The term"Insured"also Includes 4.PROOF OF LOSS (A) the owner of the Indebtedness and each successor in ownership of the In the event the Company Is unable to determine the amount of loss or damage,the Indebtedness,whether the owner or successor owns the Indebtedness for Company may,at its option,require as a condition of payment that the Insured Claimant Its own account or as a trustee or other fiduciary,except a successor who furnish a signed proof of loss. The proof of loss must describe the defect, lien, is an obligor under the provisions of Section 12(c)of these Conditions; encumbrance,or other matter insured against by this policy that constitutes the basis (0) the person or Entity who has"control"of the"transferable record,"if the of loss or damage and shall state,to the extent possible,the basis of calculating the Indebtedness is evidenced by a"transferable record,"as these terms are amount of the loss or damage. defined by applicable electronic transactions law; (C) successors to an Insured by dissolution,merger,consolidation,distribution, 6.DEFENSE AND PROSECUTION OF ACTIONS or reorganization; (a) Upon written request by the Insured,and subject to the options contained in Section (0) successors to an Insured by its conversion to another kind of Entity; 7 of these Conditions, the Company,at its own cost and without unreasonable (F) a grantee of an Insured under a deed delivered without payment of actual delay, shall provide for the defense of an Insured in litigation in which any third valuable consideration conveying the Title party asserts a claim covered by this policy adverse to the insured.This obligation (1) If the stock, shares, memberships, or other equity interests of the is limited to only those stated causes of action alleging matters insured against by grantee are wholly-owned by the named Insured, this policy.The Company shall have the right to select counsel of its choice(subject (2) If the grantee wholly owns the named Insured,or to the right of the Insured to object for reasonable cause)to represent the Insured (3) If the grantee is wholly-owned by an affiliated Entity of the named as to those stated causes of action. It shall not be liable for and will not pay the Insured,provided the affiliated Entity and the named Insured aro both fees of any other counsel.The Company will not pay any fees,costs,or expenses wholly-owned by the same person or Entity; incurred by the Insured in the defense of those causes of action that allege matters (F)any government agency or Instrumentality that is an insurer or guarantor not Insured against by this policy. under an insurance contract or guaranty Insuring or guaranteeing the (b) The Company shall have the right,in addition to the options contained In Section 7 Indebtedness secured by the Insured Mortgage,or any part of it,whether of these Conditions, at its own cost,to institute and prosecute any action or named as an Insured or not; proceeding or to do any other act that in its opinion may be necessary or desirable (ii) With regard to (A), (B), (C), (D) , end (E) reserving, however, all rights and to establish the Title or the lien of the Insured Mortgage,as insured,or to prevent defenses as to any successor that the Company would have had against any or reduce loss or damage to the Insured.The Company may take any appropriate predecessor Insured, unless the successor acquired the Indebtedness as a action under the terms of this policy,whether or not it shall be liable to the Insured. purchaser for value without Knowledge of the asserted defect, lien, The exercise of these rights shall not be an admission of liability or waiver of any encumbrance,or other matter insured against by this policy. provision of this policy.If the Company exercises Its rights under this subsection, (f) "Insured Claimant":An insured claiming loss or damage. It must do so diligently. (g) "Insured Mortgage":The Mortgage described in paragraph 4 of Schedule A. (c) Whenever the Company brings an action or asserts a defense as required or (h) "Knowledge"or"Known":Actual knowledge,not constructive knowledge or notice permitted by this policy, the Company may pursue the litigation to a final that may be Imputed to an Insured by reason of the Public Records or any other determination by a court of competent jurisdiction,and It expressly reserves the records that impart constructive notice of matters affecting the Title. right,in its sole discretion,to appeal any adverse judgment or order. (i) "Land":The land described In Schedule A,and affixed Improvements that by law constitute real property.The term "Land"does not include any property beyond 6.DUTY OF INSURED CLAIMANT TO COOPERATE the lines of the area described In Schedule A,nor any right,title,interest,estate, (a) In all cases where this policy permits or requires the Company to prosecute or or easement in abutting streets,roads,avenues,alleys,lanes,ways,or waterways, provide for the defense of any action or proceeding and any appeals,the Insured but this does not modify or limit the extent that a right of access to and from the shall secure to the Company the right to so prosecute or provide defense in the Land is insured by this policy. action or proceeding,including the right to use,at Its option,the name of the Insured (j) "Mortgage": Mortgage, deed of trust, trust deed, or other security Instrument, for this purpose. Whenever requested by the Company, the Insured, at the Including one evidenced by electronic means authorized by law. Company's expense, shall give the Company all reasonable aid (i) in securing (k) "Public Records": Records established under state statutes at Date of Policy for evidence,obtaining witnesses,prosecuting or defending the action or proceeding, the purpose of imparting constructive notice of matters relating to real property to or effecting settlement,and(ii)in any other lawful act that In the opinion of the purchasers for value and without Knowledge.With respect to Covered Risk 5(d), Company may be necessary or desirable to establish the Title,the lien of the Insured "Public Records"shall also include environmental protection liens filed in the records Mortgage, or any other matter as insured. If the Company is prejudiced by the of the clerk of the United States District Court for the district where the Land is failure of the Insured to furnish the required cooperation,the Company's obligations located. to the Insured under the policy shall terminate,including any liability or obligation (I) 'Title":The estate or interest described in Schedule A. to defend,prosecute,or continue any litigation,with regard to the matter or matters • C .inued and concluded on last page of this poll ONDITIONS Continued and Concludedf (continued from reverse side of Policy Face) requiring such cooperation. policy except to the extent that the payments reduce the Indebtedness. (b) The Company may reasonably require the Insured Claimant to submit to examination (b) The voluntary satisfaction or release of the Insured Mortgage shall terminate all under oath by any authorized representative of the Company and to produce for liability of the Company except as provided in Section 2 of these Conditions. examination,inspection,and copying,at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in 11.PAYMENT OF LOSS whatever medium maintained, including books, ledgers, checks, memoranda, When liability and the extent of loss or damage have been definitely fixed in accordance correspondence,reports,e-mails,disks,tapes,and videos whether bearing a date with these Conditions,the payment shall be made within 30 days. before or after Date of Policy,that reasonably pertain to the loss or damage.Further, It requested by any authorized representative of the Company,the Insured Claimant 12.RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT shall grant its permission, in writing, for any authorized representative of the (a) The Company's Right to Recover Company to examine,inspect,and copy all of these records in the custody or control Whenever the Company shall have settled and paid a claim under this policy, it of a third party that reasonably pertain to the loss or damage. All information shall be subrogated and entitled to the rights of the Insured Claimant In the Title or designated as confidential by the Insured Claimant provided to the Company Insured Mortgage and all other rights and remedies in respect to the claim that the pursuant to this Section shall not be disclosed to others unless,in the reasonable Insured Claimant has against any person or property,to the extent of the amount judgment of the Company,it is necessary in the administration of the claim.Failure of any loss,costs,attorneys'fees,and expenses paid by the Company.If requested of the Insured Claimant to submit for examination under oath, produce any by the Company,the Insured Claimant shall execute documents to evidence the reasonably requested information, or grant permission to secure reasonably transfer to the Company of these rights and remedies.The insured Claimant shall necessary information from third parties as required in this subsection, unless permit the Company to sue, compromise, or settle in the name of the Insured prohibited by law or governmental regulation, shall terminate any liability of the Claimant and to use the name of the Insured Claimant in any transaction or litigation Company under this policy as to that claim. involving these rights and remedies. If a payment on account of a claim does not fully cover the loss of the Insured 7.OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS;TERMINATION OF LIABILITY Claimant,the Company shall defer the exercise of its right to recover until after the In case of a claim under this policy,the Company shall have the following additional Insured Claimant shall have recovered its loss. options: (b) The Insured's Rights and Limitations (a) To Pay or Tender Payment of the Amount of Insurance or to Purchase the (i) The owner of the Indebtedness may release or substitute the personal liability Indebtedness. of any debtor or guarantor,extend or otherwise modify the terms of payment, (i) To pay or tender payment of the Amount of Insurance under this policy together release a portion of the Title from the lien of the Insured Mortgage,or release with any costs,attorneys'fees,and expenses incurred by the Insured Claimant any collateral security for the Indebtedness, if it does not affect the that were authorized by the Company up to the time of payment or tender of enforceability or priority of the lien of the Insured Mortgage. payment and that the Company is obligated to pay;or (ii) If the Insured exercises a right provided in(b)(i),but has Knowledge of any (ii) To purchase the Indebtedness for the amount of the Indebtedness on the date claim adverse to the Title or the lien of the Insured Mortgage insured against of purchase,together with any costs,attorneys'fees,and expenses incurred by this policy,the Company shall be required to pay only that part of any losses by the Insured Claimant that were authorized by the Company up to the time of insured against by this policy that shall exceed the amount,if any,lost to the purchase and that the Company is obligated to pay. Company by reason of the impairment by the Insured Claimant of the Company's When the Company purchases the Indebtedness, the Insured shall transfer, right of subrogation. assign,and convey to the Company the Indebtedness and the Insured Mortgage, (c) The Company's Rights Against Noninsured Obligors together with any collateral security. The Company's right of subrogation includes the Insured's rights against non- Upon the exercise by the Company of either of the options provided for in insured obligors including the rights of the Insured to indemnities,guaranties,other subsections(a)(i)or(ii),all liability and obligations of the Company to the Insured policies of insurance,or bonds,notwithstanding any terms or conditions contained under this policy,other than to make the payment required in those subsections, in those instruments that address subrogation rights. shall terminate,including any liability or obligation to defend,prosecute,or continue The Company's right of subrogation shall not be avoided by acquisition of the any litigation. Insured Mortgage by an obligor(except an obligor described in Section 1(e)(i)(F)of (b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured these Conditions)who acquires the Insured Mortgage as a result of an Indemnity, Claimant. guarantee,other policy of insurance,or bond,and the obligor will not be an Insured (i) to pay or otherwise settle with other parties for or in the name of an Insured under this policy. Claimant any claim insured against under this policy.In addition,the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured 13.ARBITRATION Claimant that were authorized by the Company up to the time of payment and Either the Company or the Insured may demand that the claim or controversy shall be that the Company is obligated to pay;or submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American (ii) to pay or otherwise settle with the Insured Claimant the loss or damage provided Land Title Association("Rules"). Except as provided in the Rules, there shall be no for under this policy,together with any costs, attorneys'fees,and expenses joinder or consolidation with claims or controversies of other persons.Arbitrable matters incurred by the Insured Claimant that were authorized by the Company up to may include, but are not limited to,any controversy or claim between the Company the time of payment and that the Company is obligated to pay. and the Insured arising out of or relating to this policy,any service in connection with Upon the exercise by the Company of either of the options provided.for in its issuance or the breach of a policy provision,or to any other controversy or claim subsections(b)(i)or(ii),the Company's obligations to the Insured under this policy arising out of the transaction giving rise to this policy.All arbitrable matters when the for the claimed loss or damage, other than the payments required to be made, Amount of Insurance is$2,000,000 or less shall be arbitrated at the option of either the shall terminate,Including any liability or obligation to defend,prosecute,or continue Company or the Insured. All arbitrable matters when the Amount of Insurance is in any litigation. excess of$2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured.Arbitration pursuant to this policy and under the Rules shall be binding 8.DETERMINATION AND EXTENT OF LIABILITY upon the parties.Judgment upon the award rendered by the Arbitrator(s)may be entered This policy is a contract of indemnity against actual monetary loss or damage sustained in any court of competent jurisdiction. or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy. 14.LIABILITY LIMITED TO THIS POLICY;POLICY ENTIRE CONTRACT (a)The extent of liability of the Company for loss or damage under this policy shall not (a) This policy together with all endorsements,if any,attached to it by the Company is exceed the least of the entire policy and contract between the Insured and the Company.In interpreting (i) the Amount of Insurance, any provision of this policy,this policy shall be construed as a whole. (ii) the Indebtedness, (b) Any claim of loss or damage that arises out of the status of the Title or lien of the (iii) the difference between the value of the Title as insured and the value of the Insured Mortgage or by any action asserting such claim shall be restricted to this Title subject to the risk insured against by this policy,or policy. (iv) if a government agency or instrumentality is the Insured Claimant,the amount (c) Any amendment of or endorsement to this policy must be in writing and it paid In the acquisition of the Title or the Insured Mortgage in satisfaction of authenticated by an authorized person,or expressly incorporated by Schedule A its insurance contract or guaranty. of this policy. (b) If the Company pursues its rights under Section 5 of these Conditions and is (d) Each endorsement to this policy issued at any time Is made a part of this policy unsuccessful in establishing the Title or the lien of the Insured Mortgage,as insured, and is subject to all of its terms and provisions.Except as the endorsement expressly (i) the Amount of Insurance shall be increased by 10%,and states,it does not(i)modify any of the terms and provisions of the policy,(ii)modify (ii) the Insured Claimant shall have the right to have the loss or damage determined any prior endorsement,(iii)extend the Date of Policy,or(iv)increase the Amount either as of the date the claim was made by the Insured Claimant or as of the of Insurance. date it is settled and paid. (c) In the event the Insured has acquired the Title in the manner described in Section 15.SEVERABILITY 2 of these Conditions or has conveyed the Title,then the extent of liability of the In the event any provision of this policy, in whole or in part, Is held invalid or Company shall continue as set forth in Section 8(a)of these Conditions. unenforceable under applicable law, the policy shall be deemed not to include that (d) In addition to the extent of liability under(a),(b),and(c),the Company will also pay provision or such part held to be invalid,but all other provisions shall remain in full those costs,attorneys'fees,and expenses incurred in accordance with Sections 5 force and effect. and 7 of these Conditions. 16.CHOICE OF LAW;FORUM 9.LIMITATION OF LIABILITY (a) Choice of Law:The Insured acknowledges the Company has underwritten the risks (a) If the Company establishes the Title, or removes the alleged defect, lien, or covered by this policy and determined the premium charged therefor in reliance encumbrance,or cures the lack of a right of access to or from the Land,or cures upon the law affecting interests in real property and applicable to the interpretation, the claim of Unmarketable Title,or establishes the lien of the Insured Mortgage,all rights, remedies,or enforcement of policies of title insurance of the jurisdiction as insured,in a reasonably diligent manner by any method,including litigation and where the Land is located. the completion of any appeals, it shall have fully performed its obligations with Therefore,the court or an arbitrator shall apply the law of the jurisdiction where respect to that matter and shall not be liable for any loss or damage caused to the the Land is located to determine the validity of claims against the Title or the lien Insured. of the Insured Mortgage that are adverse to the Insured and to interpret and enforce (b) In the event of any litigation, including litigation by the Company or with the the terms of this policy.In neither case shall the court or arbitrator apply its conflicts Company's consent,the Company shall have no liability for loss or damage until of law principles to determine the applicable law. there has been a final determination by a court of competent jurisdiction, and (b) Choice of Forum:Any litigation or other proceeding brought by the Insured against disposition of all appeals,adverse to the Title or to the lien of the Insured Mortgage, the Company must be filed only in a state or federal court within the United States as insured. of America or its territories having appropriate jurisdiction. (c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior 17.NOTICES,WHERE SENT written consent of the Company. Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at 215 Columbia Street, 10.REDUCTION OF INSURANCE;REDUCTION OR TERMINATION OF LIABILITY Seattle,Washington 98104-1511. (a) All payments under this policy,except payments made for costs,attorneys'fees, and expenses,shall reduce the Amount of Insurance by the amount of the payment. However,any payments made prior to the acquisition of Title as provided In Section 2 of these Conditions shall not reduce the Amount of Insurance afforded under this Pacific Northwest Title Insurance Company SCHEDULE A Name and Address of Title Insurance Company: Pacific Northwest Title of Oregon, Inc. 9020 SW Washington Sq. Rd., Suite 220 Tigard, OR 97223 File No.: 07301082-W Policy No.: M-2062-042481 Loan No.: Not Disclosed Address Reference: 6600 SW Bonita Road, Tigard, OR 97224 Amount of Insurance: $4,400,000.00 Premium: $9,000.00 Date of Policy: November 26, 2007 at 2:19 p. m. 1. Name of Insured: THE UNION CENTRAL LIFE INSURANCE COMPANY 2. The estate or interest in the Land that is encumbered by the Insured Mortgage is: A FEE 3. Title is vested in: PACA PROPERTIES, L.L.C., an Oregon limited liability company 4. The Insured Mortgage and its assignments, if any, are described as follows: Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing Statement, including the terms and provisions thereof to secure the amount noted below and other amounts secured thereunder, if any: Grantor : Paca Properties, L.L.C., an Oregon limited liability company Trustee : Pacific Northwest Title of Oregon, Inc. Beneficiary •: The Union Central Life Insurance Company Dated : November 26, 2007 Recorded : November 26, 2007 Recording No. : 2007-122069 Amount $4,400,000.00 Loan No. : Not disclosed 5. The Land referred to in this policy is described as follows: See Exhibit A attached hereto and made a part hereof. 6. This policy incorporates by reference those endorsements selected below: OTIRO Endorsement 59, Location of Improvements OTIRO Endorsement 209, Restrictions/Encroachment/Minerals OTIRO Endorsement 80, Access American Land Title Association Oregon Title Insurance Rating Organization(OTIRO) ALTA Loan Policy(6-17-2006) Page 1 OTIRO No.PL-05 Policy No.: M-2062-042481 File No.: 07301082 EXHIBIT A Parcel 1, PARTITION PLAT NO. 2000-020. in the City of Tigard, County of Washington and State of Oregon. EXCEPTING THEREFROM that portion of said property lying below a depth of 500 feet measured vertically from the contour of the surface thereof, reserved by Southern Pacific Transportation Company, a Delaware corporation in Deed recorded June 17, 1975 in Book 1028, Page 719, records of Washington County. TOGETHER WITH an easement for access and utilities over that portion of Parcel 2, PARTITION PLAT NO. 2000-020, delineated on the plat as a 30 foot wide access and utility easement and as conveyed in Memorandum of Reciprocal Access and Exclusive Easement recorded April 03, 2000 as Recording No. 2000025964, Records of Washington County. American Land Title Association Oregon Title Insurance Rating Organization(OTIRO) ALTA Loan Policy(6-17-2006) Page 2 OTIRO No.PL-05 Policy No.: M-2062-042481 File No.: 07301082 SCHEDULE B PART I EXCEPTIONS FROM COVERAGE Except as provided in Schedule B - Part II, this policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees, or expenses that arise by reason of: 1. Unpaid taxes for 2007-2008: Levied Amount : $36,781.49 Balance Owing : $24,520.99, plus interest and fees, if any Account No. : 2S112AD-01100 Levy Code : 023.81 Key No. : R2093429 (Affects the real property) 2. The herein described premises are within the boundaries of and subject to the statutory powers, including the power of assessment, of Clean Water Services. NOTE: There are no unpaid assessments as of the effective date hereof. 3. The herein described premises are within the boundaries of and subject to the statutory powers, including the power of assessment, of Tualatin Valley Water District. NOTE: There are no unpaid assessments as of the effective date hereof. 4. Access Restrictions, including the terms and provisions thereof in Deed: To : State of Oregon, by and through its State Highway Commission Recorded : July 20, 1939 Book : 182 Page : 41 5. Access Restrictions, including the terms and provisions thereof in Deed: To State of Oregon, by and through its State Highway Commission Recorded : June 23, 1953 Book : 346 Page : 189 6. Access Restrictions, including the terms and provisions thereof in Deed: To : State of Oregon, by and through its State Highway Commission Recorded : August 27, 1953 Book 348 Page : 24 7. Access Restrictions, including the terms and provisions thereof in Decree of Final Judgment and Order of Taking: Entered : December 03, 1974 Case No. : 33547 To : State of Oregon, by and through its State Highway Commission Recorded : April 03, 1975 Book : 1017 Page : 124 American Land Title Association Oregon Title Insurance Rating Organization(OTIRO) ALTA Loan Policy(6-17-2006) Page 3 OTIRO No.PL-05 Policy No.: M-2062-042481 File No.: 07301082-01 1-YMC SCHEDULE B—Part I (Continued) 8. Easement, including the terms and provisions thereof: For Underground pipelines or water mains Granted to : Tigard Water District, a municipal corporation of Washington County. Oregon Recorded November 17, 1975 Book 1054 Page : 400 Affects : A 10.00 foot strip across a portion of said land. NOTE: The above easement is also shown on PARTITION PLAT NO. 2000-020 (D2) 9. Easement as shown on PARTITION PLAT NO. 2000-020: For : A 30 foot wide Reciprocal Easement for Access and Utilities (El) Exclusively for Parking for the benefit of Parcel 2 (E2) Affects Northwesterly portion, as shown on said plat. 10. Covenants. Conditions and Restrictions, including the terms and provisions thereof, as shown on the recorded PARTITION PLAT NO. 2000-020. 11. Restriction as shown on PARTITION PLAT NO. 2000-020 as follows: "There shall be no direct motor vehicle access from Parcel 1, to or from S.W. Bonita Road and to or from Interstate 5." 12. Memorandum of Standard Purchase and Sale Agreement and of Right of First Offer, Sale and Agreement Regarding Use Covenants, including the terms and provisions thereof: Between Paca Properties, LLC And : Atiyeh Bros., Inc. Dated : March 31, 2000 Recorded April 03, 2000 Recording No. : 2000025962 13. Easement for Sign (Memorandum of Signage Agreement) , including the terms and provisions thereof: Between : Paca Properties, LLC And : Atiyeh Bros., Inc. Dated : • March 31, 2000 Recorded : April 03, 2000 Recording No. : 2000025963 14. Easement Agreement(Memorandum of Reciprocal Access and Exclusive Easement), including the terms and provisions thereof: Between : Paca Properties, LLC And : Atiyeh Bros., Inc. Dated : March 31, 2000 Recorded : April 03, 2000 Recording No. : 2000025964 15. Easement, including the terms and provisions thereof: For : Underground electric distribution line(s) Granted to : Portland General Electric Company, an Oregon corporation Recorded : February 15, 2001 Recording No. : 2001012200 Affects : A six (6)foot strip across a portion of said land, refer to document for location. American Land Title Association Oregon Title Insurance Rating Organization(OTIRO) ALTA Loan Policy(6-17-2006) Page 4 OTIRO No.PL-05 Policy No.: M-2062-042481 File No.: 07301082-011-YMC SCHEDULE B—Part I (Continued) 16. Easement, including the terms and provisions thereof: For Sanitary sewer Granted to : City of Tigard Recorded : April 05, 2001 Recording No. 2001028933 Affects : A portion, as described therein 17. Right, title and interest of Lamar Advertising of Eugene, owner of a Billboard located on said land as disclosed by the Washington County Tax Rolls: Account No. : 2S112AD-01100-A1 Key No. R2032406 18. Statutory liens for labor or materials, including liens for contributions due to the State of Oregon for unemployment compensation and for workmen's compensation, which have now gained or hereafter may gain priority over the lien of the insured mortgage where no notice of such liens appear of record. American Land Title Association Oregon Title Insurance Rating Organization(OTIRO) ALTA Loan Policy(6-17-2006) Page 5 OTIRO No.PL-05 Policy No.: M-2062-042481 File No.: 07301082 SCHEDULE B PART II In addition to the matters set forth in Part I of this Schedule, the Title is subject to the following matters, and the Company insures against loss or damage sustained in the event that they are not subordinate to the lien of the Insured Mortgage: 1. Assignment of Rents and Leases, including the terms and provisions thereof: To : The Union Central Life insurance Company Dated November 26, 2007 Recorded : November 26, 2007 Recording No. : 2007-2007-122070 Given as additional security for the Trust Deed recorded November 26, 2007 as Fee No. 2007-122069. 2. Line of Credit Trust Deed, including the terms and provisions thereof to secure the amount noted below and other amounts secured thereunder, if any: Grantor : PACA Properties, L.L.C. Trustee West Coast Trust Beneficiary West Coast bank Dated : October 12, 2007 Recorded October 16, 2007 Recording No. : 2007-110362 Amount : 31,000,000.00 Loan No. : 26001748 Subordination Agreement, including the terms and provisions thereof: Recorded November 26, 2007 Recording No. : 2007-122071 The lien of the above Trust Deed was subordinated to the lien of the Trust Deed recorded November 26, 2007 as Recording No. 2007-122069. American Land Title Association Oregon Title Insurance Rating Organization(OTIRO) ALTA Loan Policy(6-17-2006) Page 6 OTIRO No.PL-05 File No.: 07301082 ENDORSEMENT Attached to Policy No. M-2062-042481 Issued By Pacific Northwest Title Insurance Company Date: November 26,2007 at 2:19 p.m. Premium: $-0- The Company assures the insured that at the date of this policy there is located on the land described therein, improvements having a street address or route and/or box number as follows: 6600 SW Bonita Road Tigard,OR 97224 The Company hereby insures the insured against loss which said insured shall sustain in the event that the assurance herein shall prove to be incorrect. The total liability of the Company under said policy and any endorsement therein shall not exceed, in the aggregate,the face amount of said policy and costs which the Company is obligated under the conditions and stipulations thereof to pay. This endorsement is made a part of said policy and is subject to the schedules,conditions and stipulations therein, except as modified by the provisions hereof. Signed under seal for the Company,but this endorsement is to be valid only when it bears an authorized countersignature Pacific Northwest Title Insurance Company or PACIFIC-NORTHWEST TITLE COw by; Zeta TiiSL Pacific Northwest Title of Oregon,Inc. 9020 SW Washington Sq.Rd. Suite 220 Tigard,OR 97223 OTIRO Endorsement No.59 Location of Improvements Endorsement File No.: 07301082 ENDORSEMENT Attached to Policy No. M-2062-042481 Issued By Pacific Northwest Title Insurance Company Date: November 26,2007 at 2:19 p. m. Premium: $100.00 The Company insures the owner of the indebtedness secured by the insured mortgage against loss or damage sustained by reason of: 1. The existence at Date of Policy of any of the following: (a) Covenants, conditions or restrictions under which the lien of the mortgage referred to in Schedule A can be divested,subordinated or extinguished,or its validity,priority or enforceability impaired. (b) Unless expressly excepted in Schedule B: (1) Present violations on the land of any enforceable covenants, conditions or restrictions, and any existing improvements on the land which violate any building setback lines shown on a plat of subdivision recorded or filed in the public records. (2) Any instrument referred to in Schedule B as containing covenants,conditions or restrictions on the land which, in addition: (i)establishes an easement on the land; (ii)provides a lien for liquidated damages;(iii)provides for a private charge or assessment; (iv)provides for an option to purchase, a right of first refusal or the prior approval of a future purchaser or occupant. (3) Any encroachment of existing improvements located on the land onto adjoining land, or any encroachment onto the land of existing improvements located on adjoining land. (4) Any encroachment of existing improvements located on the land onto that portion of the land subject to any easement excepted in Schedule B. (5) Any notices of violation of covenants, conditions and restrictions relating to environmental protection recorded or filed in the public records. 2. Any future violation on the land of any existing covenants, conditions or restrictions occurring prior to the acquisition of title to the estate or interest in the land by the Insured,provided the violation results in: (a) Invalidity,loss of priority,or unenforceability of the lien of the insured mortgage;or (b) Loss of title to the estate or interest in the land if the Insured shall acquire title in satisfaction of the indebtedness secured by the insured mortgage. 3. Damage to existing improvements,including lawns,shrubbery or trees: (a) Which are located on or encroach upon that portion of the land subject to any easement excepted in Schedule B, which damage results from the exercise of the right to maintain the easement for the purpose for which it was granted or reserved; (b) Resulting from the future exercise of any right to use the surface of the land for the extraction or development of minerals excepted from the description of the land or excepted in Schedule B. Page 1 of 2 4. Any final court order or judgment requiring the removal from any land adjoining the land of any encroachment excepted in Schedule B. 5. Any final court order or judgment denying the right to maintain any existing improvements on the land because of any violation of covenants, conditions or restrictions or building setback lines shown on a plat of subdivision recorded or filed in the public records. Wherever in this endorsement the words"covenants,conditions or restrictions"appear,they shall not be deemed to refer to or include the terms,covenants,conditions or limitations contained in an instrument creating a lease. As used in paragraphs 1(b)(1) and 5, the words "covenants, conditions or restrictions" shall not be deemed to refer to or include any covenants,conditions or restrictions relating to environmental protection. This endorsement is made a part of the policy and is subject to all of the terms and provisions thereof and any prior endorsements thereto.Except to the extent expressly stated, it neither modifies any of the terms and provisions of the policy and any prior endorsements, nor does it extend the effective date of the policy and any prior endorsements, nor does it increase the face amount thereof. Signed under seal for the Company,but this endorsement is to be valid only when it bears an authorized countersignature Pacific Northwest Title Insurance Company PACI>"IC 'k3irrt It ps-r'C U Q �nKutrNxM oomE"uCe.1iu> Pr 446 i certErsiired by 1'' SIv}tL .f dSSrt eur ,pr Pacific Northwest Title of Oregon,Inc. 9020 SW Washington Sq.Rd. Suite 220 Tigard,OR. 97223 OTIRO Endorsement No.209 Restrictions,Encroachments and Minerals Endorsement ALTA Endorsement Form 9(10-17-98) Page 2 of 2 File No.: 07301082-011 ENDORSEMENT Attached to Policy No. M-2062-042481 Issued By Pacific Northwest Title Insurance Company Date: November 26,2007 at 2:19 p. m. Premium: $50.00 The Company hereby assures the Insured: That said land abuts upon a physically open street known as SW Bonita Road and the Company hereby insures said Assured against loss which said Assured shall sustain in the event said assurances herein shall prove to be incorrect. The total liability of the Company under said policy and any endorsements therein shall not exceed, in the aggregate,the face amount of said policy and costs which the Company is obligated under the conditions and stipulations thereof to pay. This endorsement is made a part of said policy and is subject to the schedules and the conditions and stipulations therein, except as modified by the provisions hereof. Signed under seal for the Company,but this endorsement is to be valid only when it bears an authorized countersignature Pacific Northwest Title Insurance Company ...../Z....._ 6.---)),ite;'"N"---‘ PAC.fN7iGNt](trnlwEsl'Tt'rix. Courtasyrod ty. au sio....slost iao `meq / Pacific Northwest Title of Oregon,Inc. 9020 SW Washington Sq.Rd. Suite 220 Tigard,OR 97223 OTIRO Endorsement No.80 Access Endorsement 2S 1 '12A1 n' ti r,' `'r, ; ";>: ' '` t'sF s;V':!")::s.,:;:::::;,:::;,>:::::<:',/<::Y.4;‘,:. r.' o< 'r.'".. ,✓' : • ♦♦♦♦ • SW it BONITA 1,C�A�? bl ►♦♦♦�♦♦♦♦♦ t•`unu''``` \"""\ruin �auauu\4•Cas3$ • S , ona. r" ,�uau�uuuu,\\u\�1QlD..uuuuuuuuuuHu •♦♦♦♦♦•♦ ♦y• ' ',' 4 r •• ..•♦�♦�• � • • r, P �) 7♦♦♦♦♦♦♦♦♦♦♦♦• ♦♦eG 1 • a t I N QJ* 'y♦♦♦♦♦♦♦♦♦♦ '•:\:'<....''c.: 1 a Q 23-81 es, 0) :♦: ❖:♦: �" \ �i♦i♦i�i�i�♦i♦ii♦i ' r, a- Z '♦♦♦♦.�♦�♦�♦A♦♦♦•1: Ci ♦♦♦♦♦�♦�♦�♦♦♦♦♦�♦Z♦ I s a il Jr ♦♦♦♦�♦♦♦♦♦ I ♦♦♦♦♦♦ • -♦ ray% :: .K.. W 1202 201 = e►�♦�♦�♦�♦�♦�♦��♦• �♦♦�♦ j C.)le ♦�♦♦♦♦♦�♦♦♦♦♦♦♦♦�♦♦ Y,' ♦♦♦♦♦♦ ♦� � t ♦♦♦♦♦♦♦♦♦♦ >`j` 0 b,• —I ♦�♦♦�♦♦♦e_r 1200 001 { < ♦�♦♦♦iii♦i♦♦�i♦P• ..",% . ♦♦..♦♦♦♦.♦♦ • - •s'� &�� ,♦♦♦♦♦♦♦♦♦♦ f, SW r."'" CARDINAL I a� ��• ♦♦♦��♦��♦♦�♦♦�♦♦ LANE - . ♦♦♦ ♦♦♦♦♦♦ �♦0�•i♦it�i♦i♦i♦� • 2S 1 12A1 • THIS MAP IS FURNISHED AS A CONVENIENCE BY PACIFIC NORTHWEST TITLE N. This map is not a survey and does not show the location of any improvements. ' - The company assumes no liability for errors therein. MAP #2S112AD 01100 CITY OF TI GA R D Keynotes 0", Existing Keynotes 0- Legal Description: PROPOSED STOREFRONT ENTRY El PROPERTY LINE WASHINGTON COUNTY TAX YAP:35113A001100 ON 2. PROPOSED CONCRETE PALO PATH E2. ACCESSIBLE PARKING STALL,AISLE AND SIGNAGE J. PROPOSED CANOPY E3. BICYCLE PARSING Approved b y P n n i n a Es. STAIR CASE ATOPEN DESIGN COOJP PC. b Es. R FAKING OVERHANG Zone Analysis N- /.�N El. FIRE LANE ZONE' I-P:INDUSTRIAL PARE!1-I.UMAT INDUSTRIAL Da to 6 E6 ADJACENT TENANT PROPOSED USE TYPE BILK SALES 1 2 j Site Data: �- • - ___- 7.132M SF(293 J 5 COVERAGE: 5 COVERAGE ALLOWED: lnitia SITE 11 ----- d IMPERVIOUS AREA R BUILDING AREA(FOOTPRINT): ♦♦,366 Y 355 `J `J LJ ` PAVING AREA 57116 Y ♦55 TOTAL IMPERVIOUS AREA: 101,664 Sr 50R BOF ® - AREA: 5 COVERAGE: R COVERAGE REQUIRED. ELEY-ED2 - LANDSCAPING 25,439 Y 205 205 /SPACES REWIRED: I I) I I I L I I ®_ ©�„ p mil Elill RAPPING SAL S MAX. 9.7.6.8.2.600.v.86.3.0-w g'� RUIN SALES MIN.-]6,Tb.542.000-]v TS.I,D-40 • SALES ORIENTED: AX MIN.-4852/1.000.4.66x3.0-31 �`�,�� 46532.000 4♦.66.6.3-14 3 I. M. in6sm�� BICYCLE PARKING: � 44.366/1,000_44.643_14 - �� 1■�M, PARKING /MACES PROVIDED- /SPACES REWIRED: r� '' •.I�I-If ♦4-#1N I. STANDARD: IV MM.SS.MAX0 "• 4 I,..\\\\\\\\\\\\\ IG■ 717r�y ® BICYCLE: ® SAP 5 Ri TOTAL SPACES FRONDED: 136 ® ..1 ® `� • E6 W Si - Paul Schatz _ '- j . PREVIOUS TENANT: - -. - Code Summary L, PUL SCHATZ FURNITURE- - Z(7BBNG GrFGOtY BULL SALES .aL CO BASED ON 2074 OREGON STRUCTURAL AND SPECIALTY CODE AMENDMENTS ij PROPOSED TENArvl: 1, L ZO TRESS TTOVE •I l ZONING CATEGORY:BULK SALES �. rMF GIWMARY FOR FOISTING RILL nING' - ( - UST • PERMITTFO rINXTRNrTIML TWE TYPE IIIB PER SECTION 602 /^c)^ I. ® PERMITTED FIRE PROTECTION BUILDING IS EQUIPPED WITH AN AUTOMATIC FIRE 6600SW Bom1.Road = � .�/////` PROTECTIOL SYSTEM IN ACCORDANCE SITU OSSC T196rd Oregon 97224 LI 90].].1.1 EXISTING BUILDING — ER �.�_ ALL mrvc HEIG T ANn ARF. PER OSSC TAR E SD] 31�r -� TH. -Y ' T ALLOWABLE AREA: 6:18,000 Sf. [♦:.-, ,:,; ®] M:12500 S.E Proposed -.iIr- EXISTING BUILDING 3,:",'°°6.F n'• I ALLOWABLE HEIGHT: ]s'(55'PER FABLE SOJ Mus ZO'PER 504.2) Entry 4 �y �� ALLOWABLE STONES. B:3 k Al/SI:2(I STORY PER ENKE 103 PLUS ONE = PROPOSED WORK� _O STORY PER 501.3) ES r- _ r TJI 3 ACTUAL BUIGHT: MEA: 39,605 SF ACTUAL• HEIGHT: 1 START 41 h- FNAMGE IN OCCUPANCY. 6630 SW Ronne Rood - r-.-,*'% OM PREVIOUS TENANT: I © TIBer40rryon 97224 (\ it PAUL SCIIATZ FURNITURE T ALLOWABLE AREA CALCULA ROH: PER IBC SOO(MODIFICATION TO ALLOWABLE AREA PER - RN \ -1;-..::'.3 000NY r 16N AT RANT AAE co1 E5 -t' ASte'♦ •DODO PROPOSED TENANT: nT' [AIdIJA[A1�7 man IS TME 0 f 12600.1, ._OD*Aoudad en 50x1 TRk / um A i7NiirnPArED=RING cATEGGRr:BULK SUES o-5RAD/D.26Xw/wJ F-980 lural Inl. '757}1727:007'3005 -96D IMAM 71'00] al, IY_JO'-0•: Site Plan •V Ir_[(96D/96DJ-D.25x]O/]DJ-D.TS Aw12,3004((12,300.0.)3}R[12.30DJ002OD] I -. ___IT II - - [ 13 SF \\\\\\ rRYM SIWYARY EMR PBronf Ad_I2,300♦D,]TS♦]7,508_A1' rY F En AREA OF 8'BS .I ® 0 NrrVIPANLY cROIP4 PER IMG BN/NT PROPOSED OCCUPANCY BN/ST EXIT TRA 5U n15TANFT COMMONFP TH CEJ 6 OCCUPANCY. ATH OF EGRESS TRAVEL DISTANCE DOES NOT EXCEED J'..1.i. l 100'-0•PER SECTION 1014.3 / "IP. . 0 I Era ACCESS TRAWL DISTANCE 00E3 NOT EXCEED 300'-0•PER __ OSSC TABLE 101E1 „ ��-__ S N 51 OCCUPANCY COMMON PATH OF EGRESS TRAVEL DISTANCE DOES NOT EXCEED RevRlolA Site Plan 100-0•PER SECTION 1014.3 „ 0 5 tOr 20 40 Al1 SOTABLE JOIST DISTANCE DOES NOT EXCEED 2S0'-0'PER /,' \ (1�_ - -� Y OCCUPANCY: EXIT ACCESS TR•EL COI/VON PATH OP EGRESS TRAVEL DISTANCE DOES NOT EXCEED -Ll ® 75'-0'PER SECTION/Ox, EXIT ACCESS TRAVELDISTANCE DOES NOT EXCEED 250'-0-PER O _ ERC ECTI 10163 PREVIOUS TENANT: rrsree n MMAnrr MOMASNLLE __=L-__._ _ PER SECTION 1O06:YEARS a EGRESS INCLUDING EXIT DISCHARGE, 7rMMG CATFIxWY PxN AO, SHALL BE ILLUMINATED AT ALL TIMES THE BUILDING IS OCCUPIED. CURRENT TENANT: PROVIDE MINIMUM 1 EC ACUMINAIION AT THE FLOOR LEVEL. `_-_--J E♦ PAUL SCMAT2 FURNITURE ZONING CATEGORY:BW(SALESINI FMFRONCY IIDNTINC IN THE EVENT OE POWER SUPPLY FAILURE,AN EMERGENCY ® ELECTRICAL SYSTEM SHALL AUTOMATICALLY ILLUMINATE: -AISLES ANO REWIRED TO EGRESS STAIRWAYSMORE M ROOMS OR 1 SPACES REIT END 0 HAVE O OR YORE AG W raa��adna.'F.MA"' -CORRIDORS.EXIT FRED TOES,ANO EXIT ACRE EXAMS M • `� U I_^ BUILDINGS REWIRED TO RAGS TWO HE YTO AVEEXITw�Ta��♦ Y -EXTERIOR EGRESS COMPONENTS ART OTHER THAN LEVELS CE I®R Miami�A� EXIT CRE EXITS IM BUILDINGS REQUIRED TO HAVE TWO 7 OR MORE EXITS Y INTERIOR EMIL REQUIRED rf El HAVE TS PER SECTION 1027.7 IN DMR \0vem4r22015 - - - DUILDINGS MWIRED IS HAVE TWO OR MORE E.O R w -ExiBUIGR INS REAS REWIRED PER YCTIOM 1W6.1.6 M Dlswn by LTakM bY: .\'••!-. � ,R„ BUILDINGS REQUIRED TO HAVE TA GR MORE RKIR Job • THE ExIT ILLUMINATION SHALL BE SUPPLEMENTED DIM QUEM • �� n ® �1�.�O• AN EMERGENCY POKER SUPPLY CAPABLE Of PROVIDING .lob Number 114176.01 �Oa POWER FORA DURATION OF NOT LE.MAN 90 MINUTES PER SECTION 1006.3. Sneet Design Review- November 2015 A0.2 \ s Keynotes O CSN. ,. EXISTING JORITS CITY OF TIGARD 4.. COSTING S. EXISTING EXTERIOR STMIN a. POSTING CLOSING r0 REMAIN M.R`JItEK DEAC!r GROUP.P.C. S. FM.FLOOR e� .s wT. S. NEW ST EXISREFRONT ENTRY '4S.S K.Rev'�x"ti,,,I A.� I\i q roved b P. NEW ENTRY RAMAT r. NEW STO10. PARIT REFRONT ENTRY Tpz-!t,egr.4 cliF y P a n i n g ■ NEW 5101E SIDING It. GRAISEDROUND PARAPET 12.'' Date■ 1 PAINFUTURE IT STON.RAGE CANOPY 14 TURRK lPI STORAGE ` 1} EXTERIOR UGRT FIXTURE I :,% i� InitialS. L-g Al eer. ,. Perspective3351r 14OF(• TYP Paul Schatz • • • tuoG sw a..ir.Rolle Tgerd OreEm 9]221 Proposed V a / i Sava Entry C —--— —— —- - - `-' 6633 SW 722E ` 1 1� TR1.rd r.g97224 t Proposed East Elevation a-, She,Te _ "�� Elevation rd i l e (C) --- ® Reviews W. - - a 'e'ytom- O . v O Q- _ O --- O DrDrawn by Date NovemberTYIL Checked by:l_'f�\ "_� . y: ( rPropoaed East Elevation Job Smart be 114176.01 0X-8 Design Review -November 2015 A3.1 City of Tigard Minor Modification - Type I Application MILDREN DESIGN GROUP,P.C. Applicant's Statement/Narrative Architecture space I'L3nnirp 6630 SW Bonita Road Tigard, Oregon 114176.01 October 30, 2015 Minor modification is requested to develop an additional storefront entry into an existing building. Per the attached site plan, the building was originally occupied by Paul Schatz Furniture and Thomasville. Recently, Thomasville has moved out of the building, and Paul Schatz Furniture has moved into the Thomasville space. The initial Paul Schatz portion of the building will be divided into two tenants.The most northly tenant,a mattress retailer, will utilize the initial Paul Schatz entry located in the NE corner of the building. The remaining portion of the building will no longer have an entry therefore requiring the Minor Modification. In following addresses TDC 18.360.050.B.1-11: 1. An increase in dwelling unit density, or lot coverage for residential development; Proposed use will not include dwelling or residential development. 2. A change in the ratio or number of different types of dwelling units; Proposed use will not include dwelling or residential development. 3. A change that requires additional on-site parking in accordance with Chapter 18.765; The future tenant for this area is unknown at this time. We have assumed that the future tenant will meet the definition of"Bulk Sales"in the Tigard Development Code, matching what had previously been in the space. Therefore,additional parking would not be required. 4. A change in the type of commercial or industrial structures as defined by the Uniform Building Code; The future tenant for this area is unknown at this time. We have assumed that the future tenant will meet the definition of"Bulk Sales"in the Tigard Development Code, matching what had previously been in the space. Therefore,additional parking would not be required. 5. An increase in the height of the building(s) by more than 20%; The existing building has an overall height of 22'-6". The proposed elevation for the area shown extends the parapet from 15'-0" to 22'-0" which is less than the overall height of the building. 7650 SW Beveland Street,Suite 120 Tigard,Oregon 97223 503 244 0552 Fax 503 244 0417 Minor Modification October 30,2015 Paul Schatz 114176.01 P:\114176.01 Paul Schatz Furniture-lease space\wp\MDG-COT Minor Modification Narrative.wpd Page 2 6. A change in the type and location of accessways and parking areas where off-site traffic would be affected; The proposed site plan indicates a sidewalk connection from the existing sidewalk to the proposed entry. The parking area is not affected. 7. An increase in vehicular traffic to and from the site and the increase can be expected to exceed 100 vehicles per day; The future tenant for this area is unknown at this time. We have assumed that the future tenant will meet the definition of"Bulk Sales"in the Tigard Development Code, matching what had previously been in the space. Therefore,there would be no increase in vehicular traffic. 8. An increase in the floor area proposed for a nonresidential use by more than 10% excluding expansions under 5,000 square feet; There is no expansion of the floor area. 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%; There is no requirement for common open space. 10. A reduction of project amenities below the minimum established by this code or by more than 10% where specified in the site plan: There is no reduction of project amenities. 11. A modification to the conditions imposed at the time of site development review approval which are not the subject of B1 through 10 above of this subsection. There are no proposed modification to the conditions imposed at the time of site development.