HomeMy WebLinkAboutAD05-332 - Other - Springboard Holdings, LLC - Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing - 09/14/2006 1
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Return Recorded Document to:
Eugene W. Wong
Lasher Flolzapfel Sperry& Ebberson, PLLC
601 Union Street,#2600
Seattle, WA 98101-4000
DEED OF TRUST, SECURITY AGREEMENT,
ASSIGNMENT OF LEASES AND RENTS
AND FIXTURE FILING
Grantor. SPRINGBOARD HOLDINGS, L.L.C.
a Washington limited liability company
Grantee: CENTURION FINANCIAL GROUP,LLC
a Washington Iimited liability company
Trustee: TITAN TRUSTEE SERVICES,INC.
a Washington corporation
Abbr Legal Des: LOTS A, B AND C,ICENT LLA NO. LL-2005-37, REC NO_
20060110002592
Tax Parcel Nos. (Lot A) 9825700520
(LotB) 9825700515
(Lot Q 9825700505
THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES
AND RENTS AND FIXTURE FILING ("Deed of Trust"), is made this 14th day of
September, 2006 among SPRINGBOARD HOLDINGS, L L C., a Washington limited
liability company, the address of which is 2018 — 156"' Avenue N E , Bellevue, WA 98007
("Grantor"), TITAN TRUSTEE SERVICES, INC., a Washington corporation, the address of
which is 601 Union Street, 42600, Seattle, WA 98101, and its successors in trust and assigns
("Trustee"), and CENTURION FINANCIAL GROUP, LLC, a Washington limited liability
company, the address of which is 10500 NE 8`i' Street, 91825, Bellevue, WA 98004
SPRINGBOARD I IOLDINGS,L L C
Deed or 1 rust(CFG)
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COPY
("Beneficiary" or "Grantee") This Deed of Trust shall be fully subordinated to that first lien
deed of trust dated December 15, 2005 in favor of the City of Kent, a Washington municipal
corporation, recorded under King County Auditor's File No. 20060110002605 and the
Replacement Parking Agreement between Grantor and the City of Kent, a memorandum of
which was recorded under King County Auditor's File No 20060110002606
1. GRANTING CLAUSE. Grantor, in consideration of the acceptance by Trustee
of the trust hereunder, and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in order to secure the obligations
described in Section 3 below,grants, bargains, sells, and conveys to Trustee and its successors
in trust and assigns, forever, in trust, with power of sale, all of Grantor's estate, right, title,
interest, claim, and demand in and to the property in the county of King, state of Washington,
described in Exhibit "A" attached hereto and incorporated herein by reference, whether now
existing or hereafter acquired(all of the property described in all parts of this Section I and all
additional property, if any, described in Section 2 is herein called the "Property").
1.1 Land and Appurtenances The land described on Exhibit "A" hereto,
and all tenements, hereditaments, ughts-of-way, easements, appendages and appurtenances
thereto belonging or in any way appertaining, including without limitation all of the right, title
and interest of Grantor in and to any avenues, streets, ways, alleys, vaults, of strips of land
adjoining that property, and all claims or demands of Grantor either in law or in equity in
possession or expectancy of, in and to that property; and
1.2 Improvements and Fixtures All buildings, structures and other
improvements now or hereafter erected on the property described in I I above, and all
facilities, fixtures, machinery, apparatus, installations, goods, equipment, inventory, furniture
and other properties of whatsoever nature (including without limitation all heating,
ventilating, air conditioning, plumbing and electrical equipment, all elevators and escalators,
all sprinkler systems, all engines and motors, all lighting, laundry, cleaning, fire prevention
and fire extinguishing equipment, al1 ducts and compressors, all refrigerators, stoves and other
appliances, attached cabinets, partitions, rugs, carpets and draperies, all building materials and
supplies, and all construction forms, tools and equipment), now or hereafter located in or used
or procured for use in connection with that property, it being the intention of the parties that
all property of the character herein above described which is now owned or hereafter acquired
by Grantor and which is affixed or attached to, stored upon or used in connection with the
property described in I I above shall be, remain or become a portion of that property and shall
be covered by and subject to the lien of this Deed of Trust, together with all contracts,
agreements, permits, plans, specifications, drawings, surveys, engineering reports and other
work products relating to the construction of the existing or any future improvements on the
Property, any and all rights of Grantor in, to or under any architect's contracts or construction
contracts relating to the construction of the existing or any future improvements on the
Property, and any performance and/or payment bonds issued in connection therewith, together
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it
with all trademarks, trade names, copyrights, computer software and other intellectual
property used by Giantor in connection with the Property; and
1.3 Enforcement and Collection Any and all rights of Grantor without
limitation to make claim for, collect, receive and receipt for any and all rents, income,
revenues, issues, royalties, and profits, including mineral, oil and gas rights and profits,
insurance proceeds, condemnation awards and other moneys, payable or receivable from or on
account of any of the Property, including interest thereon, or to enforce all other provisions of
any other agreement (including those described in Section 1.2 above) affecting or relating to
any of the Property, to bring any suit In equity, action at law or other proceeding for the
collection of such moneys or for the specific or other enforcement of any such agreement,
award or judgment, in the name of Grantor or otherwise, and to do any and all things which
Grantor is or may be or become entitled to do with respect thereto, provided, however, that no.
obligation of Grantor under the provisions of any such agreements, awards or judgments shall
be impaired or diminished by virtue hereof, nor shall any such obligation be imposed upon
Trustee or Beneficiary, and
1 A Accounts and Income. Any and all rights of Grantor in any and all
accounts, rights to payment, contract rights, chattel paper, documents, instruments, licenses,
contracts, agreements and general intangibles relating to any of the Property, including,
without limitation, income and profits derived from the operation of any business on the
Property or attributable to services that occur or are provided on the Property or genetated
from the use and operation of the Property, and
1.5 Leases. All of Grantor's rights as landlord in and to all existing and
future leases and tenancies, whether written or oral and whether for a definite term or month
to month of otherwise, now or hereafter demising all or any portion of the property described
in I I and 1.2 above, including all renewals and extensions thereof and all rents, deposits and
other amounts received or receivable thereunder. In accepting this Deed of Trust neither
Beneficiary not Trustee assumes any liability for the performance of any such lease; and
1.6 Books and Records. All books and records of Grantor relating to the
foregoing in any form and all computer software necessary or useful to reading such books
and records.
2. SECURITY AGREEMENT To the extent any of the property described in
Section I is personal property, Grantor, as debtor, grants to Beneficiary, as secured party, a
security interest therein together with a security interest in all other personal property of
whatsoever nature which is located on or used or to be used in connection with any of the
property described in Section 1, and any products or proceeds of any thereof, pursuant to the
Uniform Commercial Code of the state of Washington (the "UCC"), on the terms and
conditions contained herein Beneficiary hereby assigns such security interest to Trustee, in
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trust, for the benefit of Beneficiary to be dealt with as a portion of the "Property" except as
otherwise specified herein.
3. OBLIGATIONS SECURED This Deed of Trust is given for the purpose of
securing:
3.1 Performance and Payment- The performance of the obligations
contained herein and the payment of Eleven Million Four Hundred Thirteen Thousand and
No/100 Dollars ($11,413,000 00 U.S ) with interest thereon and all other amounts payable
according to the terms of a commercial promissory note of even date herewith made by
Grantor payable to Beneficiary or order, and any and all extensions, renewals, modifications
or replacements thereof, whether the same be in greater or lesser amounts(the "Note"), and
3.2 Future Advances. The repayment of any and all sums advanced or
expenditures made by Beneficiary subsequent to the execution of this Deed of Trust for the
maintenance or preservation of the Property or advanced or expended by Beneficiary prusuant
to any provision of this Deed of Trust subsequent to its execution, together with interest
thereon.
4. WARRANTIES AND COVENANTS OF GRANTOR Grantor warrants,
covenants, and agrees.
4.1 Warranties.
(a) Grantor has full power and authority to grant the Property to
Trustee and warrants the Property to be free and clear of all liens, charges, and other
encumbrances except those of record.
(b) None of the Property is used principally or at all for agricultural
or farming purposes
(c) The Property is free from damage and no matter has come to
Grantor's attention (including, but not limited to, knowledge of any construction defects or
nonconforming work) that would materially impair the value of the Property as security.
(d) The loan evidenced by the Note and secured by this Deed of
Trust is primarily for commercial, industrial or business purposes and is not primarily for
personal, family or household purposes.
4.2 Preservation of Lien. Grantor will preserve and protect the priority of
this Deed of Trust in no lower priouty than as a second mortgage lien on the Property.
Grantor shall not encumber the Property with further liens without Beneficiary's prior consent.
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4.3 Repair and Maintenance of Property. Except for grading and
demolition activities in the ordinary course of utilizing the Property and the development of
the Property, Grantor will keep the Property in good condition and repair, which duty shall
include but is not limited to continual cleaning, painting, landscaping, repairing and
refurbishing of the Property, will complete and not remove or demolish, alter, or make
additions to any building or other improvement which is part of the Property without the
express written consent of Beneficiary, which consent shall not be unreasonably withheld,
conditioned or delayed, will underpin and support when necessary any such building or other
improvement and protect and preserve the same, will complete or restore promptly and in
good and workmanlike manner any such building or other improvement which may be
damaged or destroyed and pay when due all claims for labor performed and materials
furnished therefor; will not commit, suffer or permit any act upon the Property in violation of
law; and will do all other acts which from the character or use of the Property may be
reasonably necessary for the continued operation of the Property in a safe and legal manner,
the specific enumerations herein not excluding the general
4.4 Insurance.
4 4.1 Hazard.
4.4 I.1 If requested by Beneficiary, Grantor will provide,
maintain and deliver to Beneficiary, as further security for the faithful performance of this
Deed of Trust, insurance covering fire, casualty and such other hazards as may be specified by
Beneficiary (including insurance against flood, if the Property is situated in a designated flood
zone) in an amount equal to one hundred percent (I00.0%) of the replacement cost of the
Property. All such insurance policies shall name Beneficiary as an additional loss payee
pursuant to a standard mortgage endorsement on a loss-payee form substantially equivalent to
the Washington standard mortgage endorsement, with such deductibles as approved by
Beneficiary but that are, in any event, not more than $25,000 00 Grantor shall be responsible
for any uninsured losses and any deductibles
4412 All existing and future policies for such insurance,
and the proceeds thereof, we hereby assigned to Beneficiary, but no such assignment shall be
effective to invalidate or impair any insurance policy. Should the Property or any part thereof
be damaged by reason of any cause covered by insurance, Beneficiary may, at its option,
commence, appear in and prosecute, in its own name, any action or proceeding, or make any
reasonable compromise of settlement in connection with such damage, and obtain all
proceeds, or other relief thei efor, and Grantor agrees to pay Beneficiary's costs and reasonable
attorneys' fees in connection therewith No insurance proceeds at any time assigned to or held
by Beneficiary shall be deemed to be held in trust, and Beneficiary may commingle such
proceeds with its general assets and shall not be liable for the payment of any interest thereon_
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The amount collected under any insurance policies required under any master lease of the
Property (the "Master Lease") or to be maintained by Grantor pursuant to this Section 4.4 1
shall be used to rebuild the Property, in accordance with the subordination agreement between
Beneficiary and the City of Kent dated September 14, 2006 with respect to the Note (the
"Subordination Agreement"), so damaged, destroyed, or condemned, as applicable_ hi the
event of damage or destruction, the insurance or condemnation proceeds shall be held by an
insurance trustee mutually acceptable to the City of Kent and Beneficiary and disbursed in
accordance with the Subordination Agreement,
4.4.2 Liability Grantor will maintain comprehensive general liability
insurance covering the legal liability of Grantor against claims for bodily injury, death, or
property damage occurring on, in, or about the Property with coverage of an amount required
from time to time by Beneficiary and narning Beneficiary an additional insured,
4.4.3 General Provisions. All palicres of insurance required to be
maintained by Grantor pursuant to Section 4 4 1 1 or 4 4.2 shall be in form and substance and
with companies acceptable to Beneficiary and which have a current rating of B+ or better
from the current Best Key Rating Guide, and contain waiver of any co-insurance clauses_
Beneficiary reserves the right, in its reasonable discretion, to increase the amount of the
required coverages, require insurance against additional risks, or withdraw approval of any
insurance company at any time. Grantor shall deliver to Beneficiary copies of all policies of
insurance and shall obtain renewals of any policies which expire and deliver evidence of such
renewals to Beneficiary no later than ten (10) days prior to the expiration date of the policy
being replaced All policies and renewals thereof shall contain provision for thirty (30) days'
notice to Beneficiary prior to any cancellation thereof. Notwithstanding any of the foregoing,
neither Trustee nor Beneficiary shall be responsible for any Such insurance or for the
collection of any insurance moneys, or for any insolvency of any insurer or insurance
underwriter_ Any and all unexpired insurance shall inure to the benefit of and pass to the
purchaser of the Property at any trustee's or sheriffs sale held hereunder
4.5 Right of Inspection. In the event the Property is leased while this Deed
of Trust is outstanding, Grantor shall permit Beneficiary or its agents, at all reasonable times,
to enter upon and inspect the Property, subject to the rights of the master tenant under the
Master Lease (the "Master Tenant"), and the rights of all subtenants,
4.6 Preservation of Licenses. Etc Except for licenses carried or to be
carried by Master Tenant or any subtenant, Grantor shall observe and comply with all
requirements necessary to the continued existence and validity of all rights, licenses, permits,
privileges, franchises and concessions relating to any existing or presently contemplated use
of the Property, including but not limited to any zoning variances, special exceptions and
nonconforming use permits.
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4.7 Further Assurances Grantor will, at its expense, from time to time
execute and deliver any and all such instruments of further assurance and other instruments
and do any and all such acts, or cause the same to be done, as Trustee or Beneficiary
reasonably deems necessary or advisable to grant to Trustee the Property or to carry out more
effectively the purposes of this Deed of Trust.
4.8 Legal Actions. Grantor will appear in and defend any action or
proceeding before any court or administrative body purporting to affect the security hereof or
the rights or powers of Beneficiary or Trustee, and will pay all costs and expenses, including
cost of evidence of title, title insurance premiums and any fees of attorneys, appraisers,
environmental inspectors and others, incurred by Beneficiary or Trustee, in a reasonable sum,
in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit
brought by Beneficiary or Trustee to foreclose this Deed of Trust and in any non-judicial
foreclosure of this Deed of Trust
49 Taxes. Assessments. and Other Liens Grantor will pay, or ensure that
Master Tenant pays, not later than when due all taxes, assessments, encumbrances, charges,
and liens with interest, on the Property or any part thereof, which at any time appear to be or
jare alleged to be prior and superior hereto, including but not limited to any tax on or measured
by rents of the Property, the Note, this Deed of Trust, or any obligation or part thereof secured
hereby.
4 10 Expenses. Grantor will pay all costs, fees and expenses reasonably
incurred by Beneficiary or Trustee in connection with this Deed of Trust.
4.11 Repayment of Expenditures. Grantor will pay immediately and without
demand all amounts secured by this Deed of Trust, other than principal of and interest on the
Note, with interest from date of expenditure at the default rate of interest specified in the Note
(the "Default Rate") and the repayment thereof shall be secured hereby.
412 Financial & Operating Information. Grantor will, at the request of
Beneficiary and in such form as it may reasonably request, provide financial statements and
balance sheets of Grantor, and such other financial and operating statements of Grantor as
Beneficiary may from time to time require and such operating statements and financial
information for the Property as Beneficiary may from time to time require
4.13 Sale. Transfer. or Encumbrance of Property Grantor shall not, without
the prior written consent of Beneficiary, sell, transfer or otherwise convey the Property or any
interest therein, ftirther encumber the Property or any interest therein, cause or permit any
change in the entity, ownership or control of Grantor or agree to do any of the foregoing
without first repaying in full the Note and all other sums secured hereby. Consent to any one
such occurrence shall not be deemed a waiver of the right to require consent to any future
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occurrences. A transfer of the Property by Grantor to any entity of which Grantor, or any of
Grantor's members, has the controlling or majority interest shall not be deemed to be a sale,
transfer or conveyance for the purposes of this Section 4 13,
414 Information for Participants Grantor agrees to furnish such
information and confirmation as may be required from time to time by Beneficiary on request
of potential loan participants and agrees to make adjustments in this Deed of Trust, the Note,
and the other documents evidencing or securing the loan secured hereby to accommodate such
participant's requirements, provided that such requirements do not vary the economic terms of
the loan secured hereby
4 15 Grantor Existence. Except as otherwise provided in Section 4.13,
Beneficiary is making this loan in reliance on Grantor's continued existence, ownership, and
control in its present form. Grantor will not alter its limited liability company structure,
ownership, or control without the prior written consent of Beneficiary, and will do all things
necessary to preserve and maintain said limited liability company existence and to insure its
continuous right to carry on its business, including but not limited to, filing within the
prescribed time all tax returns and reports, and paying when due all such taxes
4.16 Leases.
(a) Grantor will in all respects promptly and faithfully keep,
perform and comply with all of the terms, provisions, covenants, conditions, and agreements
in each of the agreements pursuant to which any tenant of any part of the Property is
occupying the Property (collectively the "Leases")to be kept,performed and complied with by
the lessor therein, and will require, demand and strictly enforce, by all available means, the
prompt and faithful performance of and compliance with all of the terms, provisions,
covenants, conditions and agreements in the Leases to be performed and complied with by the
lessees therein.
(b) Grantor shall not receive or collect any rents from any present or
future tenant of the Property or any part thereof in advance in excess of five percent(5 0%) of
gross annual rental income from the Property or collect a security deposit in excess of two (2)
months' rent.
(c) In the event any lessee under the Leases should be the subject of
any proceeding under the United States Bankruptcy Code or any other type of insolvency
proceeding, Grantor covenants and agrees that in the event Grantor has a claim in such
proceeding in respect of any of the Leases, no settlement thereof shall be made without the
prior written consent of Beneficiary, which consent shall not be unreasonably withheld,
conditioned or delayed; and further that any check in payment of darnages for rejection of any
such Lease shall be made payable both to Grantor and Beneficiary, and Grantor hereby assigns
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any such payment to Beneficiary and further covenants and agrees that upon request of
Beneficiary it will duly endorse to the order of Beneficiary any such check, the proceeds of
which will be applied to any portion of the indebtedness secured by this Deed of Trust as
Beneficiary may elect In addition, after the occurrence of and during the continuance of any
Event of Default, Beneficiary shall be entitled to assert, in its own name or in the name of
Grantor, any claim in respect of the Leases in any such proceeding.
4.17 Hazardous Substances.
(a) For purposes of this Deed of Trust, "hazardous substance"
means any hazardous or toxic substances, materials or wastes, including, but not limited to,
those substances, materials, and wastes listed in the United States Department of
Transportation Hazardous Materials Table (49 CFR 172,101) or by the Environmental
Protection Agency as hazardous substances (40 CFR Part 302) and amendments thereto, or
such substances, materials and wastes which are or become regulated under any applicable
local, state or federal law including, without limitation, any material, waste or substance
which is: (i)petroleum, (u) asbestos, (iii)poly-chlorinated biphenyls, (iv)defined as a
"hazardous waste", "extremely hazardous waste", "restricted hazardous waste" or "hazardous
substance" under RCW Chapter 70 105 (Hazardous Waste Management) or RCW Chapter
70 105D (Hazardous Waste Cleanup--Model Toxics Control Act); (v)designated as a
"hazardous substance" pursuant to Section 311 of the Clean Water Act, 33 U.S.C. § 1251 et
seq. (33 U S.0 § 1321) or listed pursuant to Section 307 of the Clean Water Act (33 U.S C.
§ 1317); (vi) defined as a "hazardous waste" pursuant to Section 1004 of the Resource
Conservation and Recovery Act, 42 U S C. § 6903); or (vii)defined as a "hazardous
substance" pursuant to Section 101 of the Comprehensive Environmental Response,
Compensation, and Liability Act, 42 U S.0 § 9601, et seq. (42 U S.0 § 9601), all as
amended, replaced or succeeded, and any other substance or matter defined as a toxic or
hazardous substance or material or pollutant or contaminant under any other federal, state or
local Iaws, ordinances or regulations or under any reported decision of a state or federal court,
or any substance or matter imposing liability for clean-up costs or expenses on any person or
entity under any statutory or common law theory.
(b) To Grantor's best knowledge, without additional investigation,
Grantor represents and warrants that neither Grantor nor any previous owner or user of the
Property has used, generated, stored or disposed of above, in, on, under or around the Property
any hazardous substance and that there is not now, nor have there ever been tanks or facilities
on, under or at the Property which contained materials which, if known to be present in soils
or ground water, would require cleanup, removal or some other remedial action under any
federal, state or local law or regulation Grantor hereby covenants and agrees that Grantor
will not conduct, permit or authorize the generation, transportation, storage, treatment or
disposal at the Property of any hazardous substance except in compliance with applicable
laws, and neither Grantor or any agent, servant or employee shall generate, store, bury or
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dispose of any hazardous substance on or in a location that will adversely affect the Property
Grantor shall promptly and diligently comply with all requirements of federal, state or local
laws, statutes, ordinances or regulations, or court or admimstiative orders or decrees, or
private agreements pertaining to hazardous substances
(c) If the presence, release, threat of release, placement on or in the
Property,or the generation, transportation, storage, treatment or disposal at the Property of any
hazardous substance (i) gives rise to liability (including but not limited to, a response action,
remedial action or removal action) under RCRA, CERCLA, state toxic waste laws, or
otherwise; or (u)causes a significant public health effect, or (iii)pollutes or threatens to
pollute the environment, Grantoi shall, at its sole expense, promptly take any and all remedial
and removal action necessary to clean up the Property and mitigate exposure to liability
arising from the hazardous substance, whether or not required by law Any provision of this
Deed of Trust to the contrary notwithstanding, if Grantor fails to perform its obligations under
this subsection 4.17(c), any funds advanced by Beneficiary to pay for any and all remedial and
removal action to clean up the Property and mitigate exposure to liability from the hazardous
substance shall not be secured by the lien of this Deed of Trust but rather shall be covered by
the separate Certificate and Indemnity Agreement Regaiding Hazardous Substances executed
concurrently herewith.
(d) Grantor shall promptly give Beneficiary: (i) written notice and a
copy of any notice or correspondence it receives from any federal, state or other government
authority regarding hazardous substances on the Property or hazardous substances which
affect or will affect the Property; (ii)written notice of any knowledge or information Grantor
obtains regarding hazardous substances an the Property or hazardous substances which will
affect the Property or expenses or losses incurred or expected to be incurred by Grantor or any
government agency to study, assess, contain or remove any hazardous substances on or near
the Property; and (iu)written notice of any knowledge or information Grantor obtains
regarding the release or discovery of hazardous substances on the Property or on other
property owned by Grantor or for which Grantor is or may be responsible.
(e) In the event Beneficiary reasonably requires, from time to time,
Grantor to implement an operations and maintenance plan because of the presence or potential
presence of asbestos, or lead containing paint or other hazardous substances on the Property,
Grantor shall implement and follow the requirements of any such operations and maintenance
plan, maintain records of such compliance at the Property and make such records immediately
available to Beneficiary upon request by Beneficiary.
5. DEFAULT.
5.1 Definition. Any of the following shall constitute an "Event of Default"
as that term is hereinafter used-
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(a) Any representation or warranty made by or for the benefit of
Grantor herein or elsewhere in connection with the loan secured hereby, including but not
limited to any representations in connection with the security therefor, shall prove to have
been incorrect or misleading in any material respect;
(b) Grantor or any other person or entity liable therefor shall fail to
pay when due any indebtedness secured hereby, and all applicable cure periods have expired;
(c) Grantor or any other signatory thereto shall default in the
performance of any non-monetary covenant or agreement contained in the Note, or any other
agreement securing the indebtedness secured hereby, and all applicable cure periods have
expired,
(d) Grantor or any other signatory thereto shall default in the
performance of any non-monetary covenant or agreement contained in this Deed of Trust, and
such default is not cured within thirty (30) days following Beneficiary's notice of default
detailing the nature of the default and the action necessary to cure such default;
(e) Grantor or any other person or entity liable for the repayment of
the indebtedness secured hereby shall become unable or admit in writing its inability to,pay its
debts as they mature, or file, or have filed against it, a voluntary or involuntary petition in
bankruptcy, or make a general assigmnent for the benefit of creditors, or become the subject
of any other receivership or insolvency proceeding;
(f) Grantor or any other signatory thereto shall default in the
performance of any covenant or agreement contained in any mortgage or deed of trust
encumbering the Property, and all applicable cure periods have expired, or
(g) A tax, charge or lien shall be placed upon or measured by the
Note, this Deed of Trust, or any obligation secured hereby which Grantor does not or may not
legally pay in addition to the payment of all principal and interest as provided in the Note.
5.2 Beneficiary's and Trustee's Right to Perform Upon the occurrence of
any Event of Default, Beneficiary or Trustee, but without the obligation to do so and without
notice to or demand upon Grantor and without releasing Grantor from any obligations
hereunder, may make any payments or do any acts required of Grantor hereunder in such
mamner and to such extent as either may deem necessary to protect the security hereof,
Beneficiary or Trustee being authorized to enter upon the Property for such purposes;
commence, appear in and defend any action or proceeding purporting to affect the security
hereof or the rights or powers of Beneficiary or Trustee, pay, purchase, contest or compromise
any encumbrance, charge or lien in accordance with the following paragraph; and in
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exercising any such powers, pay necessary expenses, employ counsel and pay a reasonable fee
therefor. All sums so expended shall be payable on demand by Grantor, be secured hereby
and bear interest at the Default Rate from the date advanced or expended until repaid.
Beneficiary or Trustee in making any payment herein is hereby authorized, in the place
and stead of the Grantor, in the case of a payment of taxes, assessments, water rates, sewer
rentals and other governmental or municipal charges, fines, impositions or liens asserted
against the Property, to make such payment in reliance on any bill, statement or estimate
procured from the appropriate public office without inquiry into the accuracy of the bill,
statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or
title or claim thereof, in the case of any apparent or threatened adverse claim of title, lien,
statement of lien, encumbrance, deed of trust, claim or charge Beneficiary or Trustee, as the
case may be, shall be the sole judge of the legality or validity of same; and in the case of a
payment for any other purpose herein and hereby authorized, but not enumerated in this
paragraph, such payment may be made whenever, in the sole judgment and discretion of
Trustee or Beneficiary, as the case may be, such advance or advances shall seem necessary or
desirable to protect the full security intended to be created by this instrument, provided
further, that in connection with any such advance, Beneficiary at its option may and is hereby
authorized to obtain a continuation report of title prepared by a title insurance company, the
cost and expenses of which shall be repayable by the Grantor upon demand and shall be
secured hereby.
5.3 Remedies on Default Upon the occurrence of any Event of Default all
sums secured hereby shall become immediately due and payable, without notice or demand,
and, at the option of Beneficiary, Beneficiary may:
(a) Have a receiver appointed as a matter of right, without regard to
the sufficiency of the Property or any other security for the indebtedness secured hereby and,
without the necessity of posting any bond or other security, such receiver shall take possession
and control of the Property and shall collect and receive all of the rents, issues and profits
thereof;
(b) Foreclose this Deed of Trust as a mortgage or otherwise realize
upon the Property;
(c) Cause Trustee to exercise its power of sale; or
(d) Sue on the Note according to law.
5A No Waiver By accepting payment of any sum secured hereby after its
due date, Beneficiary does not waive its right either to require prompt payment when due of
all other sums so secured or to declare an Event of Default for failure to do so
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Deed or Trust(CFG)
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6 CONDEMNATION. Any award of damages, whether paid as a result of
judgment or prior settlement, in connection with any condemnation or other taking of any
portion of the Property, for public or private use, or for injury to any portion of the Property is
hereby assigned and shall be paid to Beneficiary which may apply such moneys received by it
in the saine manner and with the same effect as provided in Section 4.4.1 above for
disposition of proceeds of hazard insurance Should the Property or any part or appurtenance
thereof or right or interest therein be taken or threatened to be taken by reason of any public or
private improvement, condemnation proceeding (including change of grade), or in any other
manner, Beneficiary may, at its option, commence, appear in and prosecute, in its own name,
any action or proceeding, or make any reasonable compromise or settlement in connection
with such taking or damage, and obtain all compensation, awards or other relief therefor, and
Grantor agrees to pay Beneficiary's costs and reasonable attorneys' fees incurred in connection
therewith. No condemnation award at any time assigned to or held by Beneficiary shall be
deemed to be held in trust, and Beneficiary may commingle such award with its general assets
and shall not be liable for the payment of any interest thereon
7. TRUSTEE.
7.1 General Powers and Duties of Trustee. At any time or from time to
time, without liability therefor and without notice and without affecting the liability of any
person for the payment of the indebtedness secured hereby, upon written request of
Beneficiary, payment of its own fees and presentation of this Deed of Trust and the Note for
endorsement (in case of full reconveyance, for cancellation or retention), Trustee may-
(a) Consent to the making of any map or plat of the Property;
(b) .loin in granting any easement or creating any restriction
thereon;
(c) Join in any subordination or other agreement affecting this Deed
of Trust or the lien or charge thereof; or
(d) Reconvey, without warranty,all or any part of the Property,
7.2 Reconveyance. Upon written request of Beneficiary stating that all
sums secured hereby have been paid, and upon surrender of this Deed of Trust and the Note to
Trustee for cancellation and retention and upon payment of its fees. Trustee shall reconvey,
without warranty, the Property then held hereunder The recitals in any reconveyance
executed under this Deed of Trust Of any matters of fact shall be conclusive proof of the
truthfulness thereof The grantee in such reconveyance may be described as "the person or
persons legally entitled thereto "
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(R\Cu[NrS\I6340\S403703 DOC) Page 13
7.3 Powers and Duties in Event of Default. Upon written request therefor
by Beneficiary specifying the nature of the default, or the nature of the several defaults, and
the amount of amounts due and owing, Trustee shall execute a written notice of default and of
its electron to cause the Property to be sold to satisfy the obligation secured hereby, and shall
cause such notice to be recorded and otherwise given according to law.
Notice of sale having been given as then required by law and not less than the time
then required by law having elapsed after recordation of such notice of breach, Trustee,
without demand on Grantor, shall sell the Property at the time and place of sale specified in
the notice, as provided by statute, either as a whole or in separate parcels and in such order as
it may determine, at public auction to the highest and best bidder for cash in lawful money of
the United States, payable at time of sale Grantor agrees that such a sale (or a sheriffs sale
pursuant to judicial foreclosure) of all the Property as real estate constitutes a commercially
reasonable disposition thereof, but that with respect to all or any part of the Property which
may be personal property Trustee shall have and exercise, at Beneficiary's sole election, all the
rights and remedies of a secured party under the TJCC. Whenever notice is permitted or
required hereunder or under the UCC, ten (I0) days shall be deemed reasonable. Trustee may
postpone sale of all or any portion of the Property, and from time to time thereafter may
postpone such sale, as provided by statute. Trustee shall deliver to the purchaser its deed and
bill of sale conveying the Property so sold, but without any covenant or warranty, express or
implied. The recital in such deed and bill of sale of any matters or facts shall be conclusive
proof of the truthfulness thereof. Any person other than Trustee, including Grantor or
Beneficiary, may purchase at such sale
After deducting all costs, fees and expenses of Trustee and of this trust, including the
cost of evidence of title search and title insurance and reasonable counsel fees in connection
with sale, Trustee shall apply the proceeds of sale to payment of all sums secured hereby in
such order as Beneficiary may determine; and the remainder, if any, to the clerk of the
superior court of the county in which the sale took place, as provided in RCW 61.24.080.
7.4 Reassigmrient of Security Interest. At the request of Beneficiary,
Trustee shall reassign to Beneficiary the security interest created hereby and after such
reassignment Beneficiary shall have the right, upon the occurrence or continuance of any
Event of Default, to realize upon the personal property subject to this Deed of Trust,
independent of any action of Trustee, pursuant to the UCC.
T5 Acceptance of Trust Trustee accepts this trust when this Deed of
Trust, duty executed and acknowledged, is made a public record as provided by law Trustee
is not obligated to notify any party hereto except Beneficiary of pending sale under any other
deed of trust or of any action or proceeding in which Grantor, Beneficiary or Trustee shall be a
party unless brought by Trustee
SPRINGBOARD HOLDINGS,L L C
Deed of f Ill$[(CFG)
tR 1CueNT5U63401Sd03703 DOCI Page 14
76 Reliance Trustee, upon presentation to it of an affidavit signed by
Beneficiary setting forth facts showing a default by Grantor under this Deed of Trust, is
authorized to accept as true and conclusive all facts and statements therein, and to act thereon
hereunder
7.7 Replacement of Trustee. Beneficiary may, from time to time, as
provided by statute, appoint another trustee in place and stead of Trustee herein named, and
thereupon Trustee herein named shall be discharged and the trustee so appointed shall be
substituted as Trustee hereunder,with the same effect as if originally named Trustee herein.
8 APPLICATION OF RENTS. Grantor hereby gives to and confers upon
Beneficiary the right, power and authority during the continuance of this Deed of Trust to
collect the rents, issues and profits of the Property, reserving unto Grantor the right, prior, to
any Event of Default in payment of any indebtedness secured hereby or hereunder, to collect
and retain such rents, issues and profits as they become due and payable. Upon any such
Event of Default, Grantor's right to spend or retain any rents, issues or profits of the Property
shall cease immediately and without notice or demand and Beneficiary may at any time and
without notice, either in person, by agent, or by a receiver to be appointed by a court, without
regard to the adequacy of any security for the indebtedness hereby secured and without the
necessity for posting any bond or other security, enter upon and take possession of the
Property or any part thereof, or in its own name sue for or otherwise collect such rents, issues,
and profits, including those past due and unpaid, and apply the sarne, 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. The entering upon and
taking possession of the Property, the collection of such rents, issues and profits and the
application thereof as aforesaid, shall not cure or waive any default or notice of default
hereunder or invalidate any act done pursuant to such notice.
9. NOTICES
9.1 Trustee. Any notice to or demand upon Trustee shall be deemed to
have been sufficiently made for all purposes when deposited in the United States mails,
postage prepaid, registered or certified, return receipt requested, addressed as follows, or to
such other address as may be provided in writing by Trustee to Grantor and Beneficiary:
Titan Trustee Services, Inc.
601 Union Street, #2600
Seattle, WA 98101-4000
92 Grantor and Beneficiary Any notice to or demand upon Grantor
(including any notice of default or notice of sale) or notice to or demand upon Beneficiary
SPRINGBOARD I IOLDINGS,L LC
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{R 1CL¢nrS\163401Sd03703 DOC) Page 15
shall be deemed to have been sufficiently made for all purposes when deposited in the United
States mails, postage prepaid, registered or certified, return receipt requested, addressed as
follows, or to such other address as may be filed in writing by Grantor or Beneficiary with
Trustee.
Grantor: Springboard Holdings, L.L.C.
2018 — 156t1i Avenue N.E.
Bellevue, WA 98007
Attn Ben Errez
Beneficiary- Centurion Financial Group, LLC
10500N E 8`i' Street, 41825
Bellevue, WA 98004
With cony to:
Lasher Holzapfel Sperry & Ebberson, PLLC
601 Union Street,#2600
Seattle, WA 98101-4000
Attn Eugene W. Wong
93 Waiver of Notice_ The giving of notice may be waived in writing by
the person or persons entitled to receive such notice, either before or after the time established
for the giving of such notice
10. MODIFICATIONS. Upon written request of any party then liable for any sum
secured hereby, Beneficiary reserves the right to extend the term, or otherwise modify the
terms, hereof or of the Note as Beneficiary and such person may from time to time deem
appropriate and any such change shall not operate to release, in any manner, the liability of the
original Grantor or Grantor's successors in interest
IL SUCCESSORS AND ASSIGNS. All provisions herein contained shall be
binding upon and inure to the benefit of the respective successors and assigns of the parties_
12. GOVERNING LAW; SEVERABILITY This Deed of Trust shall be governed
by the law of the state of Washington In the event that any provision or clause of this Deed
of Trust or the Note conflicts with applicable law, the conflict shall not affect other provisions
of this Deed of Trust or the Note which can be given effect without the conflicting provision
and to this end the provisions of this Deed of Trust and the Note are declared to be severable.
13. GRANTOR'S RIGHT TO POSSESSION. Grantor, the Master Tenant and all
subtenants, may be and remain in possession of the Property for so long as no Event of
SPRNGQOARD 1401 DINGS,C L C
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(R 1Ct 1er+rs\16340\S403703 DOC) Page 16
Default hereunder or under the terms of the Note has occurred, and Grantor, Master Tenant,
and all subtenants may, while they are entitled to possession of the Property, use the same
14. MAXIMUM INTEREST. No provision of this Deed of Trust or of the Note
shall require the payment or permit the collection of interest in excess of the maximum
permitted by law If any excess of interest in such respect is herein or in the Note provided
for, neither Grantor nor its successors or assigns shall be obligated to pay that portion of such
interest which is in excess of the maximum permitted by Iaw, and the right to demand the
payment of any such excess shall be and is hereby waived and this Section 14 shall control
any provision of this Deed of Trust or the Note which is inconsistent herewith.
15 ATTORNEYS' FEES AND LEGAL EXPENSES In the event of any Event of
Default under this Deed of Trust, or in the event that any dispute arises relating to the
interpretation, enforcement or performance of any obligation secured by this Deed of Trust,
Beneficiary shall be entitled to collect from Grantor on demand all fees and expenses incurred
in connection therewith, including but not limited to fees of attorneys, accountants, appraisers,
environmental inspectors, consultants, expert witnesses, arbitrators, mediators and court
reporters Without limiting the generality of the foregoing, Grantor shall pay all such costs
and expenses incurred in connection with (a) arbitration or other alternative dispute
resolution proceedings, trial court actions and appeals; (b) bankruptcy or other insolvency
proceedings of Grantor, any guarantor or other party liable for any of the obligations secured
by this Deed of Trust or any party having any interest in any security for any of those
obligations; (c)Judicial or nonjudicial foreclosure on, or appointment of a receiver for, any of
the Property; (d)post-judgment collection proceedings, (e) all claims, counterclaims, cross-
claims and defenses asserted in any of the foregoing whether or not they arise out of or are
related to this Deed of Trust, (f) all preparation for any of the foregoing, and (g)all settlement
negotiations with respect to any of the foregoing In the event that Grantor is the prevailing
party in any dispute, Grantor shall be entitled to collect its reasonable attorneys' fees and
expenses (as noted above) from the Beneficiary.
16. TIME OF ESSENCE. Time is of the essence under this Deed of Trust and in
the performance of every term, covenant and obligation contained herein.
17. WAIVER OF JURY TRIAL The Grantor hereby waives any and all right to
trial by jury in any action or proceeding relating to this Deed of Trust or any document
delivered hereunder or in connection herewith, or any transaction arising from or connected to
any of the foregoing. The Grantor represents that this waiver is knowingly, willingly and
voluntarily given
18. MISCELLANEOUS
18 1 Whenever the context so requires the singular number includes the
SPRINGBOARD HOLDINGS,L I C
DLed of Trust(CFO)
IR\CLIENTS\I6340\S403703 DOC) Page 17
plural herein, and the impersonal includes the personal.
l 8 2 The headings to the various sections have been inserted for convenient
reference only and shall not modify, define, limit or expand the express provisions of this
Deed of Trust.
183 This Deed of Trust, the Note and the other documents, instruments and
agreements entered into by Grantor and Beneficiary in connection therewith (collectively, the
"Loan Documents") constitute the final expression of the entire agreement of the parties with
respect to the transactions set forth therein. No party is relying upon any oral agreement or
other understanding not expressly set forth in the Loan Documents. The Loan Documents
may not be amended or modified except by means of a written document executed by the
party sought to be charged with such amendment or modification.
DATED as of the day and year first above written.
ORAL AGREEMENTS OR ORAL COMMITMENTS TO LEND MONEY EXTEND
CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT
ENFORCEABLE UNDER WASHINGTON LAW
GRANTOR:
SPRINGBOARD HOLDINGS,L.L.C.
a Washington limited liability company
By- Ben En
Its• President
SPRWGBOARDHOLDfNGS,L L C
Dud of Trust(CFG)
(R\CueNTSU634M403703DOC) Page 19
STATE OF WASHINGTON )
ss.
COUNTY OF KING )
I certify that I know or have satisfactory evidence that BEN ERREZ is the person who
appeared before me, and said person acknowledged that he signed this instrument, on oath
stated that he was authorized to execute the instrument and acknowledged it as the President
of Springboard Holdings, L.LC. to be the free and voluntary act of the company for the uses
and purposes mentioned in the instrument.
Dated this 141h day of September, 2006.
1`�\Wii(i(j� Print Name ,EgjeAt W OAI
It.ltril NOTARY PUBLIC in and for theIf
'�steiv�npy h' State of Washington residing at
6 !i
i T% Commission Expires: 01
ws -:
fn i 4 G r
I op
SPRINGBOARD 110LDINGS,L L C
Deed of Tmst(CFG)
(R\CLIENtS116340\S403703DOC) Page 19
EXHIBIT "A"
NEW LOTS A, B AND C, CITY OF KENT LOT LINE ADJUSTMENT NO. LL-2005-37,
RECORDED UNDER RECORDING NO 20060110002592.
SITUATE IN THE CITY OF KENT, COUNTY OF KING, STATE OF WASHINGTON.
[END OF EXHIBIT"A"]
SPRINGBOARD FIOLDINGS,L 1 C
Deed of crust(CG)
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