Multnomah County Official Records Weldon, Deputy Clerk 4 8 09/25/2014 09:48:25 AM Pgs=34 Stn=70 ATKRH $170.00 $11.00 $20.00 $10.00 $20.00 $231 -00 PREPARED BY: Sidley Austin LLP 555 West 5th Street, Suite 4000 Los Angeles, California 90013 Attn: Steven Blevit AFTER RECORDING RETURN TO: OS National, LLC 2170 Satellite Blvd., Ste. 450 Duluth, GA 30097 Attn: Charles Chacko DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING AMH 2014-2 BORROWER, LLC (Grantor) to CHICAGO TITLE INSURANCE COMPANY (Trustee) for the Bene?t of GOLDMAN SACHS MORTGAGE COMPANY (Bene?ciary) Dated: As 0 tr 2014 County: Multnomah State: Oregon Maturity Date: October 9, 2024 THIS INSTRUMENT IS A FINANCING STATEMENT FILED AS A FIXTURE FILING UNDER ORS ?79.0502 COVERING ALL GOODS AS PROVIDED IN GRANTING CLAUSES WHICH ARE OR SHALL BECOME FIXTURES RELATED TO THE PREMISES DESCRIBED IN EXHIBIT A-l THROUGH AND IS TO BE RECORDED IN THE REAL ESTATE RECORDS AS A FIXTURE FILING. DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING THIS DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECU TY AGREEMENT AND FIXTURE FILING (this ?Deed of Trust?) is made as of this day of September, 2014, by AMH 2014-2 BORROWER, LLC, a Delaware limited liability company, as grantor, having an address at 0/0 American Homes 4 Rent, 30601 Agoura Road, Suite 200, Agoura Hills, CA 91301, Attn: General Counsel (?Grantor?) to CHICAGO TITLE INSURANCE COMPANY, as trustee, having an address of 0/0 Lia M. Albizo, 6500 Pinecrest Drive, Suite 600, Plano, Texas 75024 (?Trustee?), for the bene?t of GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership, as bene?ciary, having an address at 200 West Street, New York, New York 10282, Attention: Rene Theriault (together with its successors and/or assigns, ?Bene?ciary?). WITNESSETH: A. This Deed of Trust is given to secure a loan (the ?Loan in the principal sum of FIVE HUNDRED THIRTEEN MILLION THREE HUNDRED FIFTEEN THOUSAND EIGHT HUNDRED AND 100 DOLLARS or so much thereof as may be advanced pursuant to that certain Loan Agreement dated as of the date hereof by and between Grantor and Bene?ciary (as the same may be amended, restated, replaced, supplemented or otherwise modi?ed from time to time, the ?Loan Agreement?), and evidenced by that certain Promissory Note dated the date hereof made by Grantor to Bene?ciary (such Note, together with all extensions, renewals, replacements, restatements or modi?cations thereof, being hereinafter referred to as the ?N0te?). Capitalized terms used herein without de?nition shall have the meanings ascribed to such terms in the Loan Agreement. B. Grantor desires to secure the payment of the outstanding principal amount of the Loan together with all interest accrued and unpaid thereon and all other sums (including the Yield Maintenance Premium) due to Bene?ciary in respect of the Loan under the Note, the Loan Agreement and the other Loan Documents (the ?Debt?) and the performance of all of its obligations under the Note, the Loan Agreement and the other Loan Documents. C. This Deed of Trust is given pursuant to the Loan Agreement, and payment, ful?llment and performance by Grantor of its obligations thereunder and under the other Loan Documents are secured hereby, and each and every term and provision of the Loan Agreement and the Note, including the rights, remedies, obligations, covenants, conditions, agreements, indemnities, representations and warranties of the parties therein, are hereby incorporated by reference herein as though set forth in full and shall be considered a part of this Deed of Trust. NOW THEREFORE, in consideration of the making of the Loan by Bene?ciary and the covenants, agreements, representations and warranties set forth in this Deed of Trust and other good and valuable consideration, the receipt and suf?ciency of which are acknowledged by Grantor: ARTICLE I. GRANTS 0F SECURITY Section 1.01 Trust Properg. Grantor does hereby irrevocably mortgage, grant, bargain, sell, pledge, assign, warrant, transfer and convey unto Trustee, in trust for the bene?t of Bene?ciary and its successors and assigns, WITH POWER OF SALE, all right, title, interest and estate of Grantor now owned, or hereafter acquired by Grantor, in and to the following (collectively, the ?Property Land. The real property identi?ed on Schedule 1 attached hereto and made a part hereof and more particularly described in Exhibits A-1 through E, inclusive, attached hereto and made a part hereof (collectively, the ?Land Additional Land. All additional lands, estates and development rights hereafter acquired by Grantor for use in connection with the Land and the deveIOpment of the Land and all additional lands and estates therein which may, from time to time, by supplemental mortgage or deed of trust or otherwise be expressly made subject to the lien of this Deed of Trust; Improvements. The buildings, structures, ?xtures, additions, enlargements, extensions, modi?cations, repairs, replacements and improvements now or hereafter erected or located on the Land (collectively, the ?Improvements Easements. All easements, rights-of?way or use, rights, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers, air rights and development rights, and all estates, rights, titles, interests, privileges, liberties, servitudes, tenements, hereditaments and appurtenances of any nature whatsoever, in any way now or hereafter belonging, relating or pertaining to the Land and the Improvements and the reversion and reversions, remainder and remainders, and all land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Land, to the center line thereof and all the estates, rights, titles, interests, dower and rights of dower, curtesy and rights of curtesy, property, possession, claim and demand whatsoever, both at law and in equity, of Grantor of, in and to the Land and the Improvements and every part and parcel thereof, with the appurtenances thereto; Equipment. All ?equipmen as such term is de?ned in Article 9 of the Uniform Commercial Code (as hereinafter de?ned), now owned or hereafter acquired by Grantor, which is used at or in connection with the Improvements or the Land or is located thereon or therein (including, but not limited to, all machinery, equipment, fumishings, and electronic data-processing and other of?ce equipment now owned or hereafter acquired by Grantor and any and all additions, substitutions and replacements of any of the foregoing), together with all attachments, components, parts, equipment and accessories installed thereon or af?xed thereto (collectively, the ?Equipment?). Notwithstanding the foregoing, Equipment shall not include any property belonging to Tenants under Leases except to the extent that Grantor shall have any right or interest therein; ACTIVE 203651104 . Deed of Trust (Multnomah County, OR) Fixtures. All Equipment now owned, or the ownership of which is hereafter acquired, by Grantor which is so related to the Land and Improvements forming part of the Property that it is deemed ?xtures or real property under the law of the particular state in which the Equipment is located, including, without limitation, all building or construction materials intended for construction, reconstruction, alteration or repair of or installation on the Property, construction equipment, appliances, machinery, plant equipment, ?ttings, apparatuses, ?xtures and other items now or hereafter attached to, installed in or used in connection with (temporarily or permanently) any of the Improvements or the Land, including, but not limited to, engines, devices for the operation of pumps, pipes, plumbing, cleaning, call and sprinkler systems, ?re extinguishing apparatuses and equipment, lighting, heating, ventilating, plumbing, laundry, incinerating, electrical, air conditioning and air cooling equipment and systems, gas and electric machinery, appurtenances and equipment, pollution control equipment, security systems, disposals, dishwashers, refrigerators and ranges, recreational equipment and facilities of all kinds, and water, gas, electrical, storm and sanitary sewer facilities, utility lines and equipment (whether owned individually or jointly with others, and, if owned jointly, to the extent of Grantor?s interest therein) and all other utilities whether or not situated in easements, all water tanks, water supply, water power sites, fuel stations, fuel tanks, fuel supply, and all other structures, together with all accessions, appurtenances, additions, replacements, betterments and substitutions for any of the foregoing and the proceeds thereof (collectively, the ?Fixtures?). Notwithstanding the foregoing, ?Fixtures? shall not include any property which Tenants are entitled to remove pursuant to Leases except to the extent that Grantor shall have any right or interest therein; Personal Property. All ?lrniture, furnishings, objects of art, machinery, goods, tools, equipment, supplies, appliances, general intangibles, contract rights, accounts, accounts receivable, franchises, licenses, certi?cates and permits, and all other personal property of any kind or character whatsoever (as de?ned in and subject to the provisions of the Uniform Commercial Code), other than Fixtures, which are now or hereafter owned by Grantor and which are located within or about the Land and the Improvements, together with all accessories, replacements and substitutions thereto or therefor and the proceeds thereof (collectively, the ?Personal Property?), and the right, title and interest of Grantor in and to any of the Personal Property which may be subject to any security interests, as de?ned in the Uniform Commercial Code, as adopted and enacted by the state or states where any of the Property is located (as amended from time to time, the ?Uniform Commercial Code?), superior in lien to the lien of this Deed of Trust, and all proceeds and products of any of the above; Leases and Rents. All leases, subleases or subsubleases, lettings, licenses, concessions or other agreements (whether written or oral) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of the Land and the Improvements, and every modi?cation, amendment, extension, renewal, replacement, or other agreement relating to such leases, subleases, subsubleases, or other agreements entered into in connection with such leases, subleases, subsubleases, or other agreements and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto, heretofore or hereafter entered into, whether before or after the ?ling by or against Grantor of any petition for relief under 11 U.S.C. ?101 et seq., as the same may be amended from time to time (the ?Bankruptcy Code?) (collectively, the ?Leases (ii) all right, title and interest of Grantor, its successors and assigns, therein and thereunder, 3 ACTIVE 203651104 Deed of Trust (Multnomah County, OR) including, without limitation, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenues, issues and pro?ts (including all oil and gas or other mineral royalties and bonuses) from the Land and the Improvements, whether paid or accruing before or after the ?ling by or against Grantor of any petition for relief under the Bankruptcy Code (collectively, the ?Rents all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment and performance of the Obligations, including the payment of the Debt; (iv) all of Grantor?s right, title and interest in, and claims under, any and all lease guaranties, letters of credit and any other credit support (individually, a ?Lease Guaranty?, and collectively, the ?Lease Guaranties?) given by any guarantor in connection with any of the Leases or leasing commissions (individually, a ?Lease Guarantor?, and collectively, the ?Lease Guarantors?) to Grantor; all rights, powers, privileges, options and other bene?ts of Grantor as the lessor under any of the Leases and the bene?ciary under any of the Lease Guaranties, including, without limitation, the immediate and continuing right to make claims for, and to receive, collect and acknowledge receipt for all Rents payable or receivable under the Leases and all sums payable under the Lease Guaranties or pursuant thereto (and to apply the same to the payment of the Debt or the Other Obligations), and to do all other things which Grantor or any lessor is or may become entitled to do under any of the Leases or Lease Guaranties; (vi) the right, subject to the provisions of the Loan Agreement, at Bene?ciary?s option, upon revocation of the license granted herein, to enter upon the Property in person, by agent or by court-appointed receiver, to collect the Rents; (vii) during the continuance of an Event of Default, Grantor?s irrevocable power of attorney, coupled with an interest, to take any or all other actions designated by Bene?ciary for the proper management and preservation of the Land and Improvements; and any and all other rights of Grantor in and to the items set forth in subsections through (vii) above, and all amendments, modi?cations, replacements, renewals and substitutions thereof; Condemnation Awards. All awards or payments, including interest thereon, which may heretofore and hereafter be made with respect to the Property, whether from the exercise of the right of eminent domain (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of such right), or for a change of grade, or for any other injury to or decrease in the value of the Property; Insurance Proceeds. All proceeds in respect of the Property under any insurance policies covering the Property, including, without limitation, the right to receive and apply the proceeds of any insurance, judgments or settlements made in lieu thereof, for damage to the Property; Tax Certiorari. All refunds, rebates or credits in connection with any reduction in Taxes or Other Charges charged against the Property as a result of tax certiorari proceedings or any other applications or proceedings for reduction; (1) Rights. The right, in the name and on behalf of Grantor, to appear in and defend any action or proceeding brought with respect to the Property and to commence any action or proceeding to protect the interest of Bene?ciary in the Property; ACTIVE 203651104 Deed of Trust (Multnomah County, OR) Agreements. All agreements, contracts, certi?cates, instruments, franchises, management agreements, permits, licenses, plans, speci?cations and other documents, now or hereafter entered into, and all rights therein and thereto, respecting or pertaining to the use, occupation, construction, management or operation of the Land and any part thereof and any Improvements or respecting any business or activity conducted on the Land and any part thereof and all right, title and interest of Grantor therein and thereunder, including, without limitation, the right, upon the happening and during the continuance of any Event of Default, to receive and collect any sums payable to Grantor thereunder; Intellectual Property. All tradenames, trademarks, servicemarks, logos, copyrights, goodwill, URLs or other online media, books and records and all other general intangibles relating to or used in connection with the operation of the Property; (0) Accounts. All reserves, escrows and deposit accounts maintained by Grantor with respect to the Property, including, without limitation, all accounts established or maintained pursuant to the Loan Agreement, the Blocked Account Control Agreement, the Deposit Account Control Agreement or any other Loan Document, together with all deposits or wire transfers made to such accounts, and all cash, checks, drafts, certi?cates, securities, investment property, ?nancial assets, instruments and other property held therein from time to time, and all proceeds, products, distributions, dividends and/or substitutions thereon and thereof; Uniform Commercial Code Property. All documents, instruments, chattel paper and general intangibles, as the foregoing terms are de?ned in the Uniform Commercial Code, relating to the Property; Minerals. All minerals, crops, timber, trees, shrubs, ?owers and landscaping features new or hereafter located on, under or above Land; All Other Assets. All other accounts, general intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certi?cates of deposit, deposit accounts, commercial tort claims, oil, gas and minerals, and all other property and interests in property of Grantor, Whether tangible or intangible, and including without limitation all of Grantor?s claims and rights to the payment of damages arising under the Bankruptcy Code (?Bankruptcy Claims?); (5) Proceeds. All proceeds of, and proceeds of any sale of, any of the foregoing, including, without limitation, proceeds of insurance and condemnation awards, whether in cash or in liquidation or other claims, or otherwise; and Other Rights. Any and all other rights of Grantor in and to the items set forth in Subsections through above. AND, without limiting any of the other provisions of this Deed of Trust, to the extent permitted by applicable law, Grantor expressly grants to Bene?ciary, as secured party, a security interest in all of Grantor?s right, title and interest in and to that portion of the Property which is or may be subject to the provisions of the Uniform Commercial Code which are applicable to secured transactions; it being understood and agreed that the Improvements and Fixtures are part and 5 ACTIVE 203651104 . Deed of Trust (Multnomah County, OR) parcel of the Land (the Land, the Improvements and the Fixtures collectively referred to as the ?Real Property appropriated to the use thereof and, whether af?xed or annexed to the Land or not, shall for the purposes of this Deed of Trust be deemed conclusively to be real estate and mortgaged hereby. Section 1.02 Assignment of Rents. Grantor hereby absolutely and unconditionally assigns to Bene?ciary all of Grantor?s right, title and interest in and to all current and ?lture Leases, Rents, Lease Guaranties and Bankruptcy Claims; it being intended by Grantor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Nevertheless, subject to the applicable Deposit Account Control Agreement, the Blocked Account Control Agreement, the Loan Agreement and the terms of this Deed of Trust, including without limitation Section Bene?ciary grants to Grantor a revocable license to (and Grantor shall have the right to) collect, receive, use and enjoy the Rents, as well as any sums due under the Lease Guaranties. Grantor shall hold the Rents, as well as all sums received pursuant to any Lease Guaranty, or a portion thereof suf?cient to discharge all current sums due on the Debt, in trust for the bene?t of Bene?ciary for use in the payment of such sums. This assignment is effective without any further or supplemental assignment documents. Grantor hereby authorizes and directs the lessees named in the Leases, any other future lessees or occupants of the Real Property and all Lease Guarantors to pay over to Bene?ciary or to such other party as Bene?ciary directs all Rents and all sums due under any Lease Guaranties, upon such lessee?s receipt from Bene?ciary of written notice to the effect that Bene?ciary is then the holder of this Assignment. Such Rents shall be disbursed and/or applied in accordance with the terms of the Loan Agreement. Section 1.03 Security Agreement. This Deed of Trust is both a real property mortgage and a ?security agreement? within the meaning of the Uniform Commercial Code. The Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor in the Property. By executing and delivering this Deed of Trust, Grantor hereby grants to Bene?ciary, as security for the Obligations, a security interest in the Fixtures, the Equipment, the Personal Property and the other property constituting the Property to the full extent that the Fixtures, the Equipment, the Personal Property and such other property may be subject to the Uniform Commercial Code (said portion of the Property so subject to the Uniform Commercial Code being called the ?Collateral?). If an Event of Default shall occur and be continuing, Bene?ciary, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Bene?ciary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Bene?ciary after the occurrence and during the continuance of an Event of Default, Grantor shall, at its expense, assemble the Collateral and make it available to Bene?ciary at a convenient place (at the Land if tangible property) reasonably acceptable to Bene?ciary. Grantor shall pay to Bene?ciary on demand any and all expenses, including reasonable attorneys? fees and costs, incurred or paid by Bene?ciary in protecting its interest in the Collateral and in enforcing its rights hereunder with 6 ACTIVE 203651104 Deed of Trust (Multnomah County, OR) respect to the Collateral after the occurrence and during the continuance of an Event of Default. Any notice of sale, disposition or other intended action by Bene?ciary with respect to the Collateral sent to Grantor in accordance with the provisions hereof at least ten (10) days prior to such action, shall, except as otherwise provided by applicable law, the Loan Agreement or the Borrower Security Agreement, constitute reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part thereof, may, except as otherwise required by applicable law, be applied by Bene?ciary to the payment of the Debt in such priority and proportions as Bene?ciary in its discretion shall deem proper. The principal place of business of Grantor (Debtor) is as set forth in the preamble of this Deed of Trust and the address of Bene?ciary (Secured Party) is as set forth in the preamble of this Deed of Trust. Section 1.04 Fixture Filing. Certain of the Property is or will become ??xtures? (as that term is de?ned in the Uniform Commercial Code) on the Land, described or referred to in this Deed of Trust, and this Deed of Trust, upon being ?led for record in the real estate records of the city or county wherein such ?xtures are situated, shall operate also as a ?nancing statement naming Grantor as the Debtor and Bene?ciary as the Secured Party ?led as a ?xture ?ling in accordance with the applicable provisions of said Uniform Commercial Code upon such of the Property that is or may become ?xtures. This Deed of Trust constitutes a ?xture ?ling in accordance with Oregon Revised Statutes 79.0502, as the same may be amended or recodi?ed from time to time. For this purpose, the respective addresses of Grantor, as debtor, and Bene?ciary, as secured party, are as set forth in the preamble of this Deed of Trust. Grantor is the record owner of the Property, and Grantor?s organizational identi?cation number is 5589620. CONDITIONS TO GRANT TO HAVE AND TO HOLD the above granted and described Property unto and to the use and bene?t of Bene?ciary and its successors and assigns, forever; PROVIDED, HOWEVER, these presents are upon the express condition that, if Grantor shall well and truly pay and perform the Obligations (including the payment of the Debt) at the time and in the manner provided in this Deed of Trust, the Note, the Loan Agreement and the other Loan Documents, and shall well and truly abide by and comply with each and every covenant and condition set forth herein and in the Note, the Loan Agreement and the other Loan Documents, these presents and the estate hereby granted shall cease, terminate and be void; provided, however, that, subject to Section 9.06, Grantor?s obligation to indemnify and hold harmless Bene?ciary pursuant to the provisions hereof shall survive any such payment or release. ARTICLE II. DEBT AND OBLIGATIONS SECURED Section 2.01 Obligations. This Deed of Trust and the grants, assignments and transfers made in Article I are given for the purpose of securing the Obligations, including, but not limited to, the Debt. ACTIVE 203651104 Deed Of Trust (Multnomah County, OR) Section 2.02 Other Obligations. This Deed of Trust and the grants, assignments and transfers made in Article I are also given for the purpose of securing the following (collectively, the ?Other Obligations the performance of all other obligations of Grantor contained herein; the performance of each obligation of Grantor contained in the Loan Agreement and in each other Loan Document; and the performance of each obligation of Grantor contained in any renewal, extension, amendment, modi?cation, consolidation, change of, or substitution or replacement for, all or any part of the Note, the Loan Agreement or any other Loan Document. Section 2.03 Debt and Other Obligations. Grantor?s obligations for the payment of the Debt and the performance of the Other Obligations shall be referred to collectively herein as the ?Obligations.? Section 2.04 Intentionally Omitted. Section 2.05 Loan Repayment. Provided no Event of Default exists, the Lien of this Deed of Trust shall be terminated, released and reconveyed of record by Bene?ciary (and the Trustee, to the extent required by law to effect a full and proper termination, release and reconveyance) in accordance with the terms and provisions set forth in the Loan Agreement. Section 2.06 Other Mortgages; No Election of Remedies. The Debt is now or may hereafter be secured by one or more other mortgages, deeds to secure debt, deeds of trust and other security agreements (collectively, as the same may be amended, restated, replaced, supplemented, extended, renewed or otherwise modi?ed and in effect from time to time, are herein collectively called the ?Other Mortgages?), which cover or will hereafter cover other properties that are or may be located in various states (collectively, the ?Other Collateral?). The Other Mortgages will secure the Debt and the performance of the other covenants and agreements of Grantor set forth in the Loan Documents. Upon the occurrence and during the continuance of an Event of Default, Bene?ciary may proceed under this Deed of Trust and/or any or all the Other Mortgages against either the Property and/or any or all the Other Collateral in one or more parcels and in such manner and order as Bene?ciary shall elect. Grantor hereby irrevocably waives and releases, to the extent permitted by law, and whether now or hereafter in force, any right to have the Property and/or the Other Collateral marshaled upon any foreclosure of this Deed of Trust or any Other Mortgage. Without limiting the generality of the foregoing, and without limitation as to any other right or remedy provided to Bene?ciary in this Deed of Trust or the other Loan Documents, in the case and during the continuance of an Event of Default Bene?ciary shall have the right to pursue all of its rights and remedies under this Deed of Trust and the Loan Documents, at law and/or in equity, in one proceeding, or separately and independently in separate proceedings from time to time, as Bene?ciary, in its sole and absolute discretion, shall determine from time to time, (ii) Bene?ciary shall not be required to either marshal assets, sell 8 ACTIVE 203651104 Deed of Trust (Multnomah County, OR) the Property and/or any Other Collateral in any particular order of alienation (and may sell the same simultaneously and together or separately), or be subject to any ?one action? or ?election of remedies? law or rule with respect to the Property and/or any Other Collateral, the exercise by Bene?ciary of any remedies against any one item of Property and/or any Other Collateral will not impede Bene?ciary from subsequently or simultaneously exercising remedies against any other item of Property and/or Other Collateral, (iv) all liens and other rights, remedies or privileges provided to Bene?ciary herein shall remain in ?ill force and effect until Bene?ciary has exhausted all of its remedies against the Property and all Property has been foreclosed, sold and/or otherwise realized upon in satisfaction of the Debt, and Bene?ciary may resort for the payment of the Debt to any security held by Bene?ciary in such order and manner as Bene?ciary, in its discretion, may elect and Bene?ciary may take action to recover the Debt, or any portion thereof, or to enforce any covenant hereof without prejudice to the right of Bene?ciary thereafter to foreclose this Deed of Trust. (0) Without notice to or consent of Grantor and without impairment of the lien and rights created by this Deed of Trust, Bene?ciary may, at any time (in its sole and absolute discretion, but Bene?ciary shall have no obligation to), execute and deliver to Trustee a request for reconveyance (and/or deliver to Grantor suitable statements of termination of any ?nancing statements on ?le) releasing all or a portion of the lien of this Deed of Trust as security for any or all of the Obligations now existing or hereafter arising under or in respect of the Note, the Loan Agreement and each of the other Loan Documents, whereupon following the execution and delivery by Bene?ciary of any such documents, this Deed of Trust shall no longer secure such Obligations released. ARTICLE GRANTOR COVENANTS Grantor covenants and agrees that throughout the term of the Loan: Section 3.01 Payment of Debt. Grantor will pay the Debt at the time and in the manner provided in the Loan Agreement, the Note and this Deed of Trust. Section 3.02 Incorporation by Reference. All the covenants, conditions and agreements contained in the Loan Agreement, the Note, and all and any of the other Loan Documents, are hereby made a part of this Deed of Trust to the same extent and with the same force as if fully set forth herein. In the event of any inconsistency between the terms of Section 1.03 of this Deed of Trust and the terms of the Borrower Security Agreement, the terms of the Borrower Security Agreement shall control, except that, in the event of any inconsistency between any of the terms of this Deed of Trust (including the terms of Section 1.03 herein) and the Loan Agreement, the terms of the Loan Agreement shall control. Without limiting the generality of the foregoing, Grantor agrees to insure, repair, maintain and restore damage to the Property, pay Taxes and Other Charges, and comply with Legal Requirements, in accordance with the Loan Agreement, and (ii) agrees that the Insurance Proceeds and Awards shall be settled, held, applied and/or disbursed in accordance with the Loan Agreement. ACTIVE 203651104 . Deed of Trust (Multnomah County, OR) Section 3.03 Performance of Other Agreements. Grantor shall observe and perform each and every term, covenant and provision to be observed or performed by Grantor pursuant to the Loan Agreement, any other Loan Document and any other agreement or recorded instrument affecting or pertaining to the Property, and any amendments, modi?cations or changes thereto. ARTICLE IV. OBLIGATIONS AND RELIANCES Section 4.01 Relationship of Grantor and Beneficiary. The relationship between Grantor and Bene?ciary is solely that of debtor and creditor, and Bene?ciary has no ?duciary or other special relationship with Grantor, and no term or condition of any of the Loan Agreement, the Note, this Deed of Trust or the other Loan Documents shall be construed so as to deem the relationship between Grantor and Bene?ciary to be other than that of debtor and creditor. Section 4.02 No Reliance on Beneficiary. The general partners, members, principals and (if Grantor is a trust) bene?cial owners of Grantor, as applicable, are experienced in the ownership and operation of properties similar to the Property, and Grantor and Bene?ciary are relying solely upon such expertise and business plan in connection with the ownership and operation of the Property. Grantor is not relying on Bene?ciary?s expertise, business acumen or advice in connection with the Property. Section 4.03 No Bene?ciary Obligations. Notwithstanding the provisions of Subsections 1.0l(h) and or Section Bene?ciary is not undertaking the performance of any obligations under the Leases, or (ii) any obligations with respect to any other agreements, contracts, certi?cates, instruments, franchises, permits, trademarks, licenses or other documents. By accepting or approving anything required to be observed, performed or ful?lled or to be given to Bene?ciary pursuant to this Deed of Trust, the Loan Agreement, the Note or the other Loan Documents, including, without limitation, any of?cer?s certi?cate, balance sheet, statement of pro?t and loss or other ?nancial statement, survey, appraisal or insurance policy, Bene?ciary shall not be deemed to have warranted, consented to, or af?rmed the suf?ciency, legality or effectiveness of same, and such acceptance or approval thereof shall not constitute any warranty or af?rmation with respect thereto by Bene?ciary. Section 4.04 Reliance. Grantor recognizes and acknowledges that in accepting the Loan Agreement, the Note, this Deed of Trust and the other Loan Documents, Bene?ciary is expressly and primarily relying on the truth and accuracy of the warranties and representations set forth in Article 3 of the Loan Agreement without any obligation to investigate the Property and notwithstanding any investigation of the Property by Bene?ciary; that such reliance existed on the part of Bene?ciary prior to the date hereof; that the warranties and representations are a material inducement to Bene?ciary in making the Loan; and that Bene?ciary would not be willing to make the Loan and accept this Deed of Trust in the absence of the warranties and representations as set forth in Article 3 of the Loan Agreement. 1 0 ACTIVE 203651104 Deed of Trust (Multnomah County, OR) ARTICLE V. FURTHER ASSURANCES Section 5.01 Recording of Deed of Trust, Etc. Grantor forthwith upon the execution and delivery of this Deed of Trust and thereafter, from time to time, will cause this Deed of Trust and any of the other Loan Documents creating a Lien or security interest or evidencing the Lien hereof upon the Property and each instrument of ?thher assurance to be ?led, registered or recorded in such manner and in such places as may be required by any present or future law in order to publish notice of and fully to protect and perfect the Lien or security interest hereof upon, and the interest of Bene?ciary in, the Property. Grantor will pay all taxes, ?ling, registration or recording fees, and all expenses incident to the preparation, execution, acknowledgment and/or recording of the Note, this Deed of Trust, the other Loan Documents, any note, deed of trust, deed to secure debt or mortgage supplemental hereto, any security instrument with respect to the Property and any instrument of further assurance, and any modi?cation or amendment of any of the foregoing documents, and all federal, state, county and municipal taxes, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of this Deed of Trust, any deed of trust, deed to secure debt or mortgage supplemental hereto, any security instrument with respect to the Property or any instrument of further assurance, and any modi?cation or amendment of any of the foregoing documents, except Where prohibited by law so to do. Section 5.02 Further Acts, Etc. Grantor will, at the cost of Grantor, and without expense to Bene?ciary, do, execute, acknowledge and deliver all and every such further acts, deeds, conveyances, deeds of trust, deeds to secure debt, mortgages, assignments, notices of assignments, transfers and assurances as Bene?ciary shall, from time to time, reasonably require, for the better assuring, conveying, assigning, transferring, and con?rming unto Bene?ciary the Property and rights hereby mortgaged, deeded, granted, bargained, sold, conveyed, con?rmed, pledged, assigned, warranted and transferred or intended now or hereafter so to be, or which Grantor may be or may hereafter become bound to convey or assign to Bene?ciary, or for carrying out the intention or facilitating the performance of the terms of this Deed of Trust or for ?ling, registering or recording this Deed of Trust, or for complying with all Legal Requirements. Grantor, on demand, will execute and deliver, and in the event it shall fail to so execute and deliver, hereby authorizes Bene?ciary to execute in the name of Grantor or without the signature of Grantor to the extent Bene?ciary may law?illy do so, one or more ?nancing statements to evidence more effectively the security interest of Bene?ciary in the Property and the Collateral. Financing statements to be ?led with the Secretary of State of the State in which the Grantor is organized may describe as the collateral covered thereby "all assets of the debtor, whether now owned or hereafter acquired" or words to that effect, notwithstanding that such collateral description may be broader in scope than the collateral described herein. Bene?ciary shall provide Grantor with copies of any notices and/0r instruments of ?lings executed by Bene?ciary in accordance with the immediately preceding sentence. Grantor grants to Bene?ciary an irrevocable power of attorney coupled with an interest for the purpose of exercising and perfecting any and all rights and remedies available to Bene?ciary at law and in equity, including, without limitation, such rights and remedies available to Bene?ciary pursuant to this Section 5.02. Notwithstanding anything to the contrary in the immediately preceding sentence, Bene?ciary shall not execute any documents as attorney in fact for Grantor unless Grantor 1 1 ACTIVE 203651 104 Deed of Trust (Multnomah County, OR) shall have failed or refused to execute the same within ?ve (5) days after delivery of Bene?ciary?s request to Grantor or (ii) an Event of Default is continuing. Section 5.03 Changes in Tax, Debt, Credit and Documentary Stamp Laws. If any law is enacted or adopted or amended after the date of this Deed of Trust which deducts the Debt from the value of the Property for the purpose of taxation or which imposes a tax, either directly or indirectly, on the Debt or Bene?ciary?s interest in the Property, Grantor will pay the tax, with interest and penalties thereon, if any (it being understood that nothing hereunder shall require Grantor to pay any income or franchise tax imposed on Bene?ciary by reason of Bene?ciary?s interest in the Property). If Bene?ciary is advised by counsel chosen by it that the payment of tax by Grantor would be unlawful or taxable to Bene?ciary or unenforceable or provide the basis for a defense of usury, then Bene?ciary shall have the option, by written notice to Grantor, to declare the Debt due and payable no earlier than one hundred twenty (120) days following such notice. Grantor will not claim or demand or be entitled to any credit or credits on account of the Debt for any part of the Taxes or Other Charges assessed against the Property, or any part thereof, and no deduction shall otherwise be made or claimed from the assessed value of the Property, or any part thereof, for Property Tax purposes by reason of this Deed of Trust or the Debt, if such claim, credit or deduction directly and proximately results in the imposition of a new or increased material Tax on Bene?ciary by reason of Bene?ciary?s interest in the Debt, unless Grantor agrees to pay such Tax or otherwise reimburse Bene?ciary. If such claim, credit or deduction shall be required by law and Grantor chooses not to pay or otherwise reimburse Bene?ciary for any such Tax imposed on Bene?ciary or (ii) Bene?ciary is advised by counsel chosen by it that the payment by Grantor of any such Tax imposed on Bene?ciary would be unlawful or taxable to Bene?ciary or unenforceable or provide the basis for a defense of usury,, Bene?ciary shall have the option, by written notice to Grantor, to declare the Debt due and -- payable no earlier than one hundred twenty (120) days following such notice. (0) If at any time the United States of America, any State thereof or any subdivision of any such State shall require revenue or other stamps to be af?xed to the Note, this Deed of Trust, or any of the other Loan Documents or shall impose any other tax or charge on the same, Grantor will pay for the same, with interest and penalties thereon, if any. ARTICLE VI. DUE ON Section 6.01 Bene?ciary Reliance. Grantor acknowledges that Bene?ciary has examined and relied on the experience of Grantor and its general partners, members, principals and (if Grantor is a trust) bene?cial owners in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Grantor?s ownership of the Property as a means of maintaining the value of the Property as security for the payment and performance of the Obligations, including the repayment of the Debt. Grantor acknowledges that Bene?ciary has a valid interest in maintaining the value of the Property so as to ensure that, 2 ACTIVE 203651104 . Deed of Trust (Multnomah County, OR) should Grantor default in the payment and/or performance of the Obligations, including the repayment of the Debt, Bene?ciary can recover the Debt by a sale of the Property. Section 6.02 No Transfer. Grantor shall not permit or suffer any Transfer to occur except in accordance with the terms of the Loan Agreement. ARTICLE VII. RIGHTS AND REMEDIES UPON DEFAULT Section 7.01 Remedies. Upon the occurrence and during the continuance of any Event of Default, Grantor agrees that Bene?ciary may take such action, without notice or demand, as it deems advisable to protect and enforce its rights against Grantor and in and to the Property, including, but not limited to, the following actions, each of which may be pursued concurrently or otherwise, at such time and in such order as Bene?ciary may determine, in its sole discretion, without impairing or otherwise affecting the other rights and remedies of Bene?ciary: declare the entire unpaid Debt to be immediately due and payable; give such notice of default and of election to cause the Property to be sold as may be required by law or as may be necessary to cause Trustee to exercise the power of sale granted herein; Trustee shall then record and give such notice of Trustee?s sale as then required by law and, after the expiration of such time as may be required by law, may sell the Property at the time and place speci?ed in the notice of sale, as a whole or in separate parcels as directed by Bene?ciary, or by Grantor to the extent required by law, at public auction to the highest bidder for cash in law?ll money of the United States of America, payable at time of sale, all in accordance with applicable law. Trustee, from time to time, may postpone or continue the sale of all or any portion of the Property by public declaration at the time and place last appointed for the sale and no other notice of the postponed sale shall be required unless provided by applicable law. Upon any sale, Trustee shall deliver its deed conveying the property sold, without any covenant or warranty, expressed or implied, to the purchaser or purchasers at the sale. The recitals in such deed of any matters or facts shall be conclusive as to the accuracy thereof; institute proceedings, judicial or otherwise, for the complete or partial foreclosure of this Deed of Trust under any applicable provision of law, in which case the Property or any interest therein may be sold for cash or upon credit in one or more parcels or in several interests or portions and in any order or manner, Bene?ciary being hereby expressly granted the power to foreclose this Deed of Trust and sell the Property at public auction and convey the same to the purchaser in fee simple; with or without entry, to the extent permitted and pursuant to the procedures provided by applicable law, institute proceedings for the partial foreclosure of this Deed of Trust for the portion of the Debt then due and payable, subject to the continuing lien and security interest of this Deed of Trust for the balance of the Obligations not then due, unimpaired and without loss of priority; INTENTIONALLY 1 3 ACTIVE 203651104 Deed of Trust (Multnomah County, OR) sell for cash or upon credit the Property or any part thereof and all estate, claim, demand, right, title and interest of Grantor therein and rights of redemption thereof, pursuant to power of sale or otherwise, at one or more sales, as an entirety or in parcels, at such time and place, upon such terms and after such notice thereof, all as may be required or permitted by law; and, without limiting the foregoing: In connection with any sale or sales hereunder, Bene?ciary shall be entitled to elect to treat any of the Property which consists of a right in action, or property that can be severed from the Real Property covered hereby, or (2) any Improvements (without causing structural damage thereto), as if the same were personal property, and dispose of the same in accordance with applicable law, separate and apart from the sale of the Real Property. Where the Property consists of Real Property, Personal Property, Equipment or Fixtures, whether or not such Personal Property or Equipment is located on or within the Real Property, Bene?ciary shall be entitled to elect to exercise its rights and remedies against any or all of the Real Property, Personal Property, Equipment and Fixtures in such order and manner as is now or hereafter permitted by applicable law; (ii) Bene?ciary shall be entitled to elect to proceed against any or all of the Real Property, Personal Property, Equipment and Fixtures in any manner permitted under applicable law; and if Bene?ciary so elects pursuant to applicable law, the power of sale herein granted shall be exercisable with respect to all or any of the Real Property, Personal Property, Equipment and Fixtures covered hereby, as designated by Bene?ciary and Bene?ciary is hereby authorized and empowered to conduct any such sale of any Real Property, Personal Property, Equipment and Fixtures in accordance with the procedures applicable to Real Property; Should Bene?ciary elect to sell any portion of the Property which is Real Property or which is Personal Property, Equipment or Fixtures that the Bene?ciary has elected under applicable law to sell together with Real Property in accordance with the laws governing a sale of the Real Property, Bene?ciary shall give such notice of the occurrence of an Event of Default, if any, and its election to sell such Property, each as may then be required by law. Thereafter, upon the expiration of such time and the giving of such notice of sale as may then be required by law, subject to the terms hereof and of the other Loan Documents, and without the necessity of any demand on Grantor, Bene?ciary at the time and place speci?ed in the notice of sale, shall sell such Real Property or part thereof at public auction to the highest bidder for cash in lawful money of the United States of America. Bene?ciary may from time to time postpone any sale hereunder by public announcement thereof at the time and place noticed for any such sale; and (iv) If the Property consists of several lots, parcels or items of property, Bene?ciary shall, subject to applicable law, (A) designate the order in which such lots, parcels or items shall be offered for sale or sold, or (B) elect to sell such lots, parcels or items through a single sale, or through two or more successive sales, or in any other manner Bene?ciary designates. Any Person, including Grantor or Bene?ciary, may purchase at any sale hereunder. Should Bene?ciary desire that more than one sale or other disposition of the Property be conducted, Bene?ciary shall, subject to applicable law, cause such sales or dispositions to be conducted simultaneously, or successively, on the same day, or at such different days or times and in such order as Bene?ciary may designate, and no such sale shall terminate or otherwise 14 ACTIVE 203651104 Deed of Trust (Multnomah County, OR) affect the Lien of this Deed of Trust on any part of the Property not sold until all the Obligations have been satis?ed in full. In the event Bene?ciary elects to dispose of the Property through more than one sale, except as otherwise provided by applicable law, Grantor agrees to pay the costs and expenses of each such sale and of any judicial proceedings wherein such sale may be made; institute an action, suit or proceeding in equity for the speci?c performance of any covenant, condition or agreement contained herein, in the Note, in the Loan Agreement or in the other Loan Documents; recover judgment on the Note either before, during or after any proceedings for the enforcement of this Deed of Trust or the other Loan Documents; apply for the appointment of a receiver, trustee, liquidator or conservator of the Property, without notice and without regard for the adequacy of the security for the Debt and without regard for the solvency of Grantor, any guarantor or indemnitor with respect to the Loan or any Person othervirise liable for the payment of the Debt or any part thereof, and Grantor hereby irrevocably consents to such appointment; the license granted to Grantor under Section 1.02 hereof shall automatically be revoked and Bene?ciary may enter into or upon the Property, either personally or by its agents, nominees or attorneys and dispossess Grantor and its agents and servants therefrom, without liability for trespass, damages or otherwise and exclude Grantor and its agents or servants wholly therefrom, and take possession of all books, records and accounts relating thereto and Grantor agrees to surrender possession of the Property and of such books, records and accounts to Bene?ciary upon demand, and thereupon Bene?ciary may do such acts and things as Bene?ciary deems necessary or desirable to protect the security hereof, including without limitation, use, operate, manage, control, insure, maintain, repair, restore and otherwise deal with all and every part of the Property and conduct the business thereat on such terms and for such period of time as Bene?ciary may deem proper; (ii) complete any construction on the Property in such manner and form as Bene?ciary deems advisable; make alterations, additions, renewals, replacements and improvements to or on the Property; (iv) exercise all rights and powers of Grantor with respect to the Property, whether in the name of Grantor or otherwise, including, without limitation, the right to make, cancel, enforce or modify Leases, obtain and evict tenants and demand, sue for or otherwise collect and receive all Rents and all sums due under all Lease Guaranties, including, without limitation, those past due and unpaid (with all such Rents and all sums due under any Lease Guaranties to be deposited into the Rent Deposit Account to the extent and as required by the terms of the Loan Agreement. Rent Deposit Agreement and the Deposit Account Control Agreement); require Grantor to pay in advance to Bene?ciary, or any receiver appointed to collect the Rents, the fair and reasonable rental value for the use and occupation of such part of the Property as may be occupied by Grantor; (vi) require Grantor to vacate and surrender possession of the Property to Bene?ciary or to such receiver and, in default thereof, Grantor may be evicted by summary proceedings or otherwise; and (vii) apply the receipts from the Property to the payment and performance of the Obligations (including, without limitation, the payment of the Debt), in such order, priority and proportions as Bene?ciary shall deem appropriate in its sole discretion after deducting therefrom all expenses (including reasonable attomeys? fees and costs) incurred in 1 5 ACTIVE 203651104 Deed of Trust (Multnomah County, OR) connection with the aforesaid operations and all amounts necessary to pay the Taxes, Other Charges, Insurance Premiums and other expenses in connection with the Property, as well as just and reasonable compensation for the services of Bene?ciary, its counsel, agents and employees; exercise any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing: the right to take possession of the Fixtures, the Equipment and/or the Personal Property, or any part thereof, and to take such other measures as Bene?ciary may deem necessary for the care, protection and preservation of the Fixtures, the Equipment and the Personal Property, and (ii) request Grantor, at its sole cost and expense, to assemble the Fixtures, the Equipment and/or the Personal Property and make it available to Bene?ciary at a convenient place acceptable to Bene?ciary. Any notice of sale, disposition or other intended action by Bene?ciary with respect to the Fixtures, the Equipment and/or the Personal Property sent to Grantor in accordance with the provisions hereof at least ten (10) days prior to such action, shall constitute commercially reasonable notice to Grantor; (1) apply any sums then deposited or held in escrow or otherwise by or on behalf of Bene?ciary in accordance with the terms of the Loan Agreement, this Deed of Trust or any other Loan Document to the payment of the following items in any order in its sole discretion: Taxes and Other Charges; (ii) Insurance Premiums; Interest on the unpaid principal balance of the Note; (iv) Amortization of the unpaid principal balance of the Note; and/or All other sums payable pursuant to the Note, the Loan Agreement, this Deed of Trust and the other Loan Documents, including, without limitation, the Yield Maintenance Premium and the Release Amount, if applicable, and advances made by Bene?ciary pursuant to the terms of this Deed of Trust; pursue such other remedies as may be available to Bene?ciary at law or in equity; and/or apply the undisbursed balance of any Net Proceeds De?ciency deposit, together with interest thereon, to the payment of the Debt in such order, priority and proportions as Bene?ciary shall deem to be appropriate in its sole discretion. In the event of a sale, by foreclosure, power of sale or otherwise, of less than all of the Property, this Deed of Trust shall continue as a Lien and security interest on the remaining portion of the Property unimpaired and without loss of priority. The exercise by Bene?ciary of the option granted it in Section 7.01?) of this Deed of Trust and the collection of the Rents and the sums due under the Lease Guaranties and the application thereof as provided in the Loan Documents shall not be considered a waiver of any 1 6 ACTIVE 203651104 Deed Of Trust (Multnomah County, OR) Default or Event of Default under the Note, the Loan Agreement, this Deed of Trust or the other Loan Documents. Section 7.02 Application of Proceeds. The purchase money proceeds and avails of any disposition of the Property or any part thereof, or any other sums collected by Bene?ciary pursuant to the Note, this Deed of Trust or the other Loan Documents, may be applied by Bene?ciary to the payment of the Obligations in such priority and proportions as Bene?ciary in its discretion shall deem proper, to the extent consistent with law. Section 7.03 Right to Cure Defaults. During the continuance of any Event of Default, Bene?ciary may, but without any obligation to do so and without notice to or demand on Grantor and without releasing Grantor from any obligation hereunder, perform the obligations in Default in such manner and to such extent as Bene?ciary may deem necessary to protect the security hereof. Bene?ciary is authorized to enter upon the Property for such purposes or appear in, defend or bring any action or proceeding to protect its interest in the Property or to foreclose this Deed of Trust or collect the Debt, and the cost and expense thereof (including reasonable attorneys? fees and disbursements to the extent permitted by law), with interest thereon at the Default Rate for the period after notice from Bene?ciary that such cost or expense was incurred to the date of payment to Bene?ciary, shall constitute a portion of the Debt, shall be secured by this Deed of Trust and the other Loan Documents and shall be due and payable to Bene?ciary upon demand. Section 7.04 Other Rights, Etc. The failure of Bene?ciary to insist upon strict performance of any term hereof shall not be deemed to be a waiver of any term of this Deed of Trust. Grantor shall not be relieved of Grantor?s obligations hereunder by reason of the failure of Bene?ciary to comply with any request of Grantor or any guarantor 0r indernnitor with respect to the Loan to take any action to foreclose this Deed of Trust or otherwise enforce any of the provisions hereof or of the Note or the other Loan Documents, (ii) the release, regardless of consideration, of the whole or any part of the Property, or of any Person liable for the Obligations or any portion thereof, or any agreement or stipulation by Bene?ciary extending the time of payment or otherwise modifying or supplementing the terms of the Note, this Deed of Trust or the other Loan Documents. It is agreed that the risk of loss or damage to the Property is on Grantor, and Bene?ciary shall have no liability whatsoever for any decline in value of the Property, for failure to maintain the Policies, or for failure to determine whether insurance in force is adequate as to the amount of risks insured. Possession by Bene?ciary shall not be deemed an election of judicial relief, if any such possession is requested or obtained, with respect to any Property or collateral not in Bene?ciary?s possession. Bene?ciary may resort for the payment and performance of the Obligations (including, but not limited to, the payment of the Debt) to any other security held by Bene?ciary in such order and manner as Bene?ciary, in its discretion, may elect. Bene?ciary may take action to recover the Debt, or any portion thereof, or to enforce the Other Obligations or any covenant hereof, without prejudice to the right of Bene?ciary thereafter to enforce any 1 7 ACTIVE 203651104 Deed Of Trust (Multnomah County, OR) remedy hereunder or under applicable law against Grantor, including the right to foreclose this Deed of Trust. The rights of Bene?ciary under this Deed of Trust shall be separate, distinct and cumulative and none shall be given effect to the exclusion of the others. No act of Bene?ciary shall be construed as an election to proceed under any one provision herein to the exclusion of any other provision. Bene?ciary shall not be limited exclusively to the rights and remedies herein stated but shall be entitled to every right and remedy now or hereafter afforded at law or in equity. Section 7.05 Right to Release Any Portion of the Property. Bene?ciary may release any portion of the Property for such consideration as Bene?ciary may require without, as to the remainder of the Property, in any way impairing or affecting the Lien or priority of this Deed of Trust, or improving the position of any subordinate lienholder with respect thereto, except to the extent that the Debt shall have been reduced by the actual monetary consideration, if any, received by Bene?ciary for such release, and Bene?ciary may accept by assignment, pledge or otherwise any other property in place thereof as Bene?ciary may require without being accountable for so doing to any other lienholder. This Deed of Trust shall continue as a Lien and security interest in the remaining portion of the Property. Section 7.06 Right of Entry. Subject to the rights of Tenants and upon reasonable prior notice to Grantor, Bene?ciary and its agents shall have the right to enter and inspect the Property at all reasonable times. ARTICLE INDEMNIFICATION Section 8.01 Mortgage and/or Intangible Tax. Grantor shall, at its sole cost and expense, protect, defend, indemnify, release and hold hamiless Bene?ciary and any Person claiming by or through Bene?ciary (collectively with Bene?ciary, the ?Indemnified Parties? and each, an ?Indemni?ed Party?) for, from and against any and all losses, damages, costs, fees, expenses claims, suits, judgments, awards, liabilities, obligations, debts, ?nes, penalties or charges imposed upon or incurred by or asserted against any Indemni?ed Party and directly or indirectly arising out of or in any way relating to any mortgage, recording, stamp, intangible or other similar taxes required to be paid by any Indemni?ed Party under applicable Legal Requirements in connection with the execution, delivery, recordation, ?ling, registration, perfection or enforcement of this Deed of Trust or any of the Loan Documents (but excluding any income, franchise or other similar taxes). Section 8.02 No Liability to Bene?ciary. This Deed of Trust shall not be construed to bind Bene?ciary to the performance of any of the covenants, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Bene?ciary with respect to the Leases. Bene?ciary shall not be liable for any loss sustained by Grantor resulting from Bene?ciary?s failure to let the Property after an Event of Default or from any other act or omission of Bene?ciary in managing the Property after an Event of Default unless such loss is caused by the willful misconduct, bad faith or gross negligence of Bene?ciary. Bene?ciary shall not be obligated to perform or discharge any obligation, duty or liability under the Leases or any Lease Guaranties or under or by reason of this Deed of Trust and Grantor shall indemnify 8 ACTIVE 203651104 Deed Of Trust (Multnomah County, OR) Bene?ciary for, and hold Bene?ciary harmless from and against, any and all liability, loss or damage which may or might be incurred under the Leases, any Lease Guaranties or under or by reason of this Deed of Trust, and any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Bene?ciary by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases or any Lease Guaranties, unless caused by the willful misconduct or bad faith of Bene?ciary. Should Bene?ciary incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys? fees and cos-ts, shall be secured by this Deed of Trust and by the other Loan Documents and Grantor shall reimburse Bene?ciary therefor within seven (7) Business Days a?er demand therefor, and upon the failure of Grantor so to do Bene?ciary may, at its option, declare the Obligations to be immediately due and payable. This Deed of Trust shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Bene?ciary, nor for the carrying out of any of the terms and conditions of the Leases or any Lease Guaranties; nor shall it operate to make Bene?ciary responsible or liable for any waste committed on the Property by the tenants or any other parties, or for any dangerous or defective condition of the Property, including, without limitation, the presence of any Hazardous Substances (as de?ned in the Environmental Indemnity), or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any tenant, licensee, employee or stranger. Section 8.03 Duty to Defend: Attorneys? Fees and Other Fees and Expenses. In connection with any indemni?cation obligations of Grantor hereunder, upon written request by any Indemni?ed Party, Grantor shall defend such Indemni?ed Party (if requested by any Indemni?ed Party, in the name of the Indemni?ed Party) by attorneys and other professionals reasonably approved by the Indemni?ed Parties. Notwithstanding the foregoing, if the defendants in any such claim or proceeding include both Grantor and any Indemni?ed Party and Grantor and such Indemni?ed Party shall have reasonably concluded that there are any legal defenses available to it and/or other Indemni?ed Parties that are different from or in addition to those available to Grantor, such Indemni?ed Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemni?ed Party. Upon demand, Grantor shall pay or, in the sole and absolute discretion of any Indemni?ed Party, reimburse, such Indemni?ed Party for the payment of the reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewith. Notwithstanding the foregoing, in the event an Indemni?ed Party elects to select separate counsel pursuant to this Section 8.03, Grantor shall not be liable for the expenses of more than one separate primary counsel and one local counsel. ARTICLE IX. WAIVERS Section 9.01 Waiver of Counterclaim. To the extent permitted by applicable law, Grantor hereby waives the right to assert a counterclaim, other than a mandatory or compulsory counterclaim, in any action or proceeding brought against it by Bene?ciary arising out of or in any way connected with this Deed of Trust, the Loan Agreement, the Note, any of the other Loan Documents or the Obligations. 9 ACTIVE 203651104 Deed of Trust (Multnomah County, OR) Section 9.02 Marshalling and Other Matters. To the extent permitted by applicable law, Grantor hereby waives the bene?t of all appraisement, valuation, stay, extension, reinstatement and redemption laws now or hereafter in force and all rights of marshalling in the event of any sale hereunder of the Property or any part thereof or any interest therein. Further, to the extent permitted by applicable law, Grantor hereby expressly waives any and all rights of redemption from sale under any order or decree of foreclosure of this Deed of Trust on behalf of Grantor, and on behalf of each and every Person acquiring any interest in or title to the Property subsequent to the date of this Deed of Trust. Section 9.03 Waiver of Notice. To the extent permitted by applicable law, Grantor shall not be entitled to any notices of any nature whatsoever from Bene?ciary, except with respect to matters for which this Deed of Trust or any of the other the Loan Documents speci?cally and expressly provide for the giving of notice by Bene?ciary to Grantor, and except with respect to matters for which Bene?ciary is required by applicable law to give notice, and Grantor hereby expressly waives the right to receive any notice from Bene?ciary with respect to any matter for which this Deed of Trust or any of the other Loan Documents does not speci?cally and expressly provide for the giving of notice by Bene?ciary to Grantor. Section 9.04 Waiver of Statute of Limitations. To the extent permitted by applicable law, Grantor hereby expressly waives and releases its right to plead any statute of limitations as a defense to the payment and performance of the Obligations (including, without limitation, the payment of the Debt). Section 9.05 Waiver of Jurv Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GRANTOR AND BENEFICIARY HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND FOREVER WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST, WITH REGARD TO THE NOTE, THIS DEED OF TRUST OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY GRANTOR AND BENEFICIARY AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. BENEFICIARY AND GRANTOR ARE HEREBY EACH INDIVIDUALLY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER. Section 9.06 Survival. Except as otherwise set forth in the other Loan Documents, including without limitation, the Environmental Indemnity, the indemni?cations made pursuant to Article herein and the representations and warranties, covenants, and other obligations arising under the Environmental Indemnity, shall continue inde?nitely in full force and effect and shall survive and shall in no way be impaired by any satisfaction, release or other termination of this Deed of Trust or any other Loan Document, any assignment or other transfer of all or any portion of this Deed of Trust or any other Loan Document or Bene?ciary?s interest in the Property (but, in such case, such indemni?cations shall bene?t both the Indemni?ed Parties and any such assignee or transferee), any exercise of Bene?ciary?s rights 20 ACTIVE 203651104 Deed of Trust (Multnomah County, OR) and remedies pursuant hereto, including, but not limited to, foreclosure or acceptance of a deed in lieu of foreclosure, any exercise of any rights and remedies pursuant to the Loan Agreement, the Note or any of the other Loan Documents, any transfer of all or any portion of the Property (whether by Grantor or by Bene?ciary following foreclosure or acceptance of a deed in lieu of foreclosure or at any other time), any amendment to this Deed of Trust, the Loan Agreement, the Note or any other Loan Document, and/or any act or omission that might otherwise be construed as a release or discharge of Grantor from the Obligations or any portion thereof. Notwithstanding the foregoing or anything to the contrary set forth herein, in no event shall Grantor be obligated to defend or indemnify any Indemni?ed Party for any damages, losses, claims and liabilities directly resulting from the gross negligence, bad faith or willful misconduct of such Indemni?ed Party, and (ii) in the event of any foreclosure (whether judicially or non- judicially by private sale or trustee?s sale) of this Deed of Trust (any such foreclosure, or foreclosure sale, a ?Mortgage Foreclosure Divestment?), with the result that neither Grantor nor any Grantor Af?liate, nor any other Relevant Party shall hold any direct or indirect interest in, or the power to direct the management of, the Property thereby foreclosed (such Property, a ?Divested Property?), then, in such case, Grantor?s indemni?cation obligation set forth in Article shall not apply to any liabilities and obligations arising solely from any circumstance, condition, action or event with respect to such Divested Property: (A) ?rst occurring after the Mortgage Foreclosure Divestment, and (B) not caused by Grantor, any Grantor Af?liate, or any Relevant Party; provided that Grantor shall remain liable hereunder for any liabilities and obligations arising from any circumstance, condition, action or event occurring with respect to such Divested Property prior to the Mortgage Foreclosure Divestment, even to the extent the applicable liability, loss, cost, or expense does not occur, or the occurrence of the applicable circumstance, condition, action or event is not discovered, until after the Mortgage Foreclosure Divestment. ARTICLE X. INTENTIONALLY OMITTED ARTICLE XI. NOTICES All notices or other written communications hereunder shall be delivered in accordance with Section 9.5 of the Loan Agreement. ARTICLE XII. APPLICABLE LAW Section 12.01 Governing Law; Jurisdiction; Service of Process. WITH RESPECT TO MATTERS RELATING TO THE CREATION, PERFECTION AND PROCEDURES RELATING TO THE ENFORCEMENT OF THIS DEED OF TRUST, THIS DEED OF TRUST SHALL BE GOVERNED BY, AND BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED, IT BEING UNDERSTOOD THAT, EXCEPT AS EXPRESSLY SET FORTH ABOVE IN 2 ACTIVE 203651104 Deed of Trust (Multnomah County, OR) THIS PARAGRAPH AND TO THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW) SHALL GOVERN ALL MATTERS RELATING TO THIS DEED OF TRUST AND THE OTHER LOAN DOCUMENTS AND ALL OF THE INDEBTEDNESS OR OBLIGATIONS ARISING HEREUNDER OR THEREUNDER. ALL PROVISIONS OF THE LOAN AGREEMENT INCORPORATED HEREIN BY REFERENCE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, AS SET FORTH IN THE GOVERNING LAW PROVISION OF THE LOAN AGREEMENT. Section 12.02 Usury Laws. Notwithstanding anything to the contrary, all agreements and communications between Grantor and Bene?ciary are hereby and shall automatically be limited so that, after taking into account all amounts deemed to constitute interest, the interest contracted for, charged or received by Bene?ciary shall never exceed the Maximum Legal Rate, in calculating whether any interest exceeds the Maximum Legal Rate, all such interest shall be amortized, prorated, allocated and spread over the full amount and term of all principal Indebtedness of Grantor to Bene?ciary, and if through any contingency or event, Bene?ciary receives or is deemed to receive interest in excess of the Maximum Legal Rate, any such excess shall be deemed to have been applied toward payment of the principal of any and all then outstanding Indebtedness of Grantor to Bene?ciary, or if there is no such Indebtedness, shall immediately be returned to Grantor. Section 12.03 Provisions Subiect to Applicable Law. All rights, powers and remedies provided in this Deed of Trust may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of law and are intended to be limited to the extent necessary so that they will not render this Deed of Trust invalid, unenforceable or not entitled to be recorded, registered or ?led under the provisions of any applicable law. If any term of this Deed of Trust or any application thereof shall be invalid or unenforceable, the remainder of this Deed of Trust and any other application of the tem shall not be affected thereby. ARTICLE DEFINITIONS Unless the context clearly indicates a contrary intent or unless otherwise speci?cally provided herein, words used in this Deed of Trust may be used interchangeably in the singular or plural form and the word ?Grantor? shall mean ?each Grantor and any subsequent owner or owners of the Property or any part thereof or any interest therein,? the word ?Bene?ciary? shall mean ?Bene?ciary and any subsequent holder of the Note,? the word ?Note? shall mean ?the Note and any other evidence of Indebtedness secured by this Deed of Trust,? the word ?Property? shall include any portion of the Property and any interest therein, and the phrases ?attorneys? fees?, ?legal fees? and ?counsel fees? shall include any and all reasonable attorneys?, paralegal and law clerk fees and disbursements, including, but not limited to, fees and disbursements at the pre-trial, trial and appellate levels, incurred or paid by Bene?ciary in protecting its interest in the Property, the Leases, the Rents, the sums due under the Lease 22 ACTIVE 203651104 Deed Of Trust (Multnomah County, OR) Guaranties, and/or in enforcing its rights hereunder. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms. ARTICLE XIV. MISCELLANEOUS PROVISIONS Section 14.01 No Oral Change. This Deed of Trust, and any provisions hereof, may not be modi?ed, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Grantor or Bene?ciary, but only by an agreement in writing signed by the party(ies) against whom enforcement of any modi?cation, amendment, waiver, extension, change, discharge or termination is sought. Section 14.02 Successors and Assigns. This Deed of Trust shall be binding upon, and shall inure to the bene?t of, Grantor and Bene?ciary and their respective successors and permitted assigns, as set forth in the Loan Agreement. Section 14.03 Inapplicable Provisions. If any provision of this Deed of Trust is held to be illegal, invalid or unenforceable under present or future laws effective during the term of this Deed of Trust, such provision shall be fully severable and this Deed of Trust shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Deed of Trust, and the remaining provisions of this Deed of Trust shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Deed of Trust, unless such continued effectiveness of this Deed of Trust, as modi?ed, would be contrary to the basic understandings and intentions of the parties as expressed herein. Section 14.04 Headings, Etc. The headings and captions of the various Sections of this Deed of Trust are for convenience of reference only and are not to be construed as de?ning or limiting, in any way, the scope or intent of the provisions hereof. Section 14.05 Subrogation. If any or all of the proceeds of the Note have been used to extinguish, extend or renew any Indebtedness heretofore existing against the Property, then, to the extent of the ?inds so used, Bene?ciary shall be subrogated to all of the rights, claims, liens, titles and interests existing against the Property heretofore held by, or in favor of, the holder of such Indebtedness and such former rights, claims, liens, titles and interests, if any, are not waived, but rather are continued in full force and effect in favor of Bene?ciary and are merged with the Lien and security interest created herein as cumulative security for the payment, performance and discharge of the Obligations (including, but not limited to, the payment of the Debt). Section 14.06 Entire Agreement. The Note, the Loan Agreement, this Deed of Trust and the other Loan Documents constitute the entire understanding and agreement between Grantor and Bene?ciary with respect to the transactions arising in connection with the Obligations and supersede all prior written or oral understandings and agreements between Grantor and Bene?ciary with respect thereto. Grantor hereby acknowledges that, except as incorporated in writing in the Note, the Loan Agreement, this Deed of Trust and the other Loan 23 ACTIVE 203651 104 Deed of Trust (Multnomah County, OR) Documents, there are not, and were not, and no Persons are or were authorized by Bene?ciary to make, any representations, understandings, stipulations, agreements or promises, oral or written, with respect to the transaction which is the subject of the Note, the Loan Agreement, this Deed of Trust and the other Loan Documents. Section 14.07 Limitation on Bene?ciarv?s Responsibility. No provision of this Deed of Trust shall operate to place any obligation or liability for the control, care, management or repair of the Property upon Bene?ciary, nor shall it operate to make Bene?ciary reSponsible or liable for any waste committed on the Property by the Tenants or any other Person, or for any dangerous or defective condition of the Property, or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any Tenant, licensee, employee or stranger. Nothing herein contained shall be construed as constituting Bene?ciary a ?mortgagee in possession.? Section 14.08 Recitals. The recitals hereof are a part hereof, form a basis for this Deed of Trust and shall be considered prima facie evidence of the facts and documents referred to therein. Section 14.09 Trustee; Successor Trustee. Trustee shall not be liable for any error of judgment or act done by Trustee, or be otherwise responsible or accountable under any circumstances whatsoever, except if the result of Trustee?s gross negligence or willful misconduct. Trustee shall not be personally liable in case of entry by it or anyone acting by Virtue of the powers herein granted to it upon the Property for debts contracted or liability or damages or damages incurred in the management or operation of the Property. Trustee shall have the right to rely on any instrument, document or signature authorizing or supporting any action taken or proposed to be taken by it hereunder or believed by it to be genuine. Trustee shall be entitled to reimbursement for actual expenses incurred by it in the performance of its duties hereunder and to reasonable compensation for such of its services hereunder as shall be rendered. Grantor will, from time to time, reimburse Trustee for and save and hold it harmless for, from and against any and all loss, cost, liability, damage and reasonable expense whatsoever incurred by it in the performance of its duties. All monies received by Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated in any manner from any other monies (except to the extent required by law) and Trustee shall be under no liability for interest on any monies received by it hereunder. Trustee may resign by giving of notice of such resignation in writing to Bene?ciary. If Trustee shall die, resign or become disquali?ed from acting in the execution of this trust or shall fail or refuse to exercise the same when requested by Bene?ciary or if for any or no reason and without cause Bene?ciary shall prefer to appoint a substitute trustee to act instead of the original Trustee named herein, or any prior successor or substitute trustee, Bene?ciary shall, without any formality or notice to Grantor or any other person, have full power to appoint a substitute trustee and, if Bene?ciary so elects, several substitute trustees in succession who shall succeed to all the estate, rights, powers and duties of the aforenamed Trustee. Each appointment and substitution shall be evidenced by an instrument in writing which shall recite the parties to, and the book and page of record or instrument number of, this Deed of Trust, and the description of the real property herein described, which instrument, executed and acknowledged by Bene?ciary, shall be conclusive proof of the proper substitution and appointment of such successor Trustee or Trustees, (ii) duly assign and transfer all the estates, properties, rights, powers and trusts of 24 ACTIVE 203651 104 Deed of Trust (Multnomah County, OR) Trustee so ceasing to act and be notice of such proper substitution and appointment to all parties in interest. In addition, such Trustee ceasing to act shall duly assign, transfer, and deliver any of the property and monies held by Trustee to the successor Trustee so appointed in its place. The Trustee may act in the execution of this trust and may authorize one or more parties to act on its behalf to perform the ministerial functions required of it hereunder, including without limitation, the transmittal and posting of any notices and it shall not be necessary for any Trustee to be present in person at any foreclosure sale. Section 14.10 Time of Essence. Time is of the essence with respect to this Deed of Trust and each and every provision hereof. ARTICLE XV. STATE-SPECIFIC PROVISIONS Section 15.01 Principles of Construction. Without limiting Section 12.01, to the extent that the laws of the State of Oregon govern the interpretation or enforcement of this Deed of Trust, the provisions of this Article XV shall apply, and in the event of any inconsistencies between the terms and provisions of this Article XV and the other terms and provisions of this Deed of Trust, the terms and provisions of this Article XV shall control and be binding. Section 15.02 Insurance Warning. The following disclosure is made by Bene?ciary to Grantor pursuant to Or. Rev. Stat. 746.201: WARNING Unless you (Grantor) provide us (Bene?ciary) with evidence of the insurance coverage as required by this Deed of Trust and the other Loan Documents, we may purchase insurance at your expense to protect our interest. This insurance may, but need not, also protect your interest. If the Property becomes damaged, the coverage we purchase may not pay any claim you make or any claim made against you. You may later cancel this coverage by providing evidence that you have obtained property coverage elsewhere. You are responsible for the cost of any insurance purchased by us. The cost of this insurance may be added to your contract or loan balance. If the cost is added to your contract or loan balance, the interest rate on the underlying contract or 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 provide proof of coverage. The coverage we purchase 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. 25 ACTIVE 203651104 Deed of Trust (Multnomah County, OR) Section 15.03 Statute of Frauds Notice. The following disclosure is made pursuant to Or. Rev. Stat. 41.580: UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY BENEFICIARY CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY BENEFICIARY TO BE ENFORCEABLE. Section 15.04 Transfer of Title. The following disclosure is made pursuant to Or. Rev. Stat. 93.040: BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON TRANSFERRING FEE TITLE SHOULD INQUIRE ABOUT THE RIGHTS, IF ANY, UNDER ORS 195.300, 195.301 AND 195.305 TO 195.336 AND SECTIONS 5 TO 11, CHAPTER 424, OREGON LAWS 2007, SECTIONS 2 TO 9 AND 17, CHAPTER 855, OREGON LAWS 2009, AND SECTIONS 2 TO 7, CHAPTER 8, OREGON LAWS 2010. 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 APPROPRLATE 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 195.300, 195.301 AND 195.305 TO 195.336 AND SECTIONS 5 TO 11, CHAPTER 424, OREGON LAWS 2007, SECTIONS 2 TO 9 AND 17, CHAPTER 855, OREGON LAWS 2009, AND SECTIONS 2 TO 7, CHAPTER 8, OREGON LAWS 2010. FURTHER TEXT ON THIS 26 ACTIVE 203651104 Deed of Trust (Multnomah County, OR) IN WITNESS WHEREOF, THIS DEED OF TRUST has been executed by Grantor as of the day and year ?rst above written. GRANTOR: AMH 2014-2 BORROWER, LLC, A Delaware limited liability company By: Name: Carrie Leonard Title: Senior Vice President ACKNOWLEDGMENT State of California County of Los Angeles On September 11, 2014, before me, Helen Cho, Notary Public, personally appeared Carrie Leonard, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and of?cial sealNotary ublic- _aiornia Slgnature Los Angeles County 9 ., A Cm. xpies Fe. 6.206 Deed of Trust Oregon SCHEDULE 1 Property List (Attached hereto) ACTIVE 203651104 Schedule 1 Deed of Trust (Multnomah County, OR) 1 OR12139 1144 NE MARINERS LOOP PORTLAND OR MULTNOMAH 97211 2 OR12136 3509 NE 214TH AVENUE FAIRVIEW OR MULTNOMAH 97024 3 OR12150 4522 FESSENDEN STREET PORTLAND OR MULTNOMAH 97203 4 OR12165 4710 SE ANDEREGG LOOP PORTLAND OR MULTNOMAH 97236 5 OR12115 5142 SE PLACE PORTLAND OR MULTNOMAH 97236 6 OR12133 809 SW 12TH STREET TROUTDALE OR MULTNOMAH 97060 7 OR12099 931 SE BEAVER CREEK LANE TROUTDALE OR MULTNOMAH 97060 8 OR12148 9446 HAVEN AVE PORTLAND OR MULTNOMAH 97203 Page 1 of 1 EXHIBIT A?l THROUGH Legal Descriptions (Attached hereto) ACTIVE 203651104 Exhibit A Deed of Trust (Multnomah County, OR) STREET ADDRESS: COUNTY: CLIENT CODE: TAX PARCEL EXHIBIT A-l 1144 NE MARINERS LOOP, PORTLAND, OR, 97211 MULTNOMAH OR12139 R213300 LOT 3. GALE, IN THE CITY OF PORTLAND, COUNTY OF MULTNOMAH AND STATE OF OREGON. TOGETHER WITH AN UNDIVIDED INTEREST IN TRACT MARINERS GALE. STREET ADDRESS: COUNTY: CLIENT CODE: TAX PARCEL 3509 NE 214TH AVENUE, FAIRVIEW, OR, 97024 MULTNOMAH OR12136 R201027 LOT 89, LAKE SHORES ESTATES NO. 2, IN THE CITY OF FAIRVIEW, COUNTY OF MULTNOMAH AND STATE OF OREGON. STREET ADDRESS: COUNTY: CLIENT CODE: TAX PARCEL aura: EXHIBIT A-3 4522 FESSENDEN STREET, PORTLAND, OR, 97203 MULTNOMAH OR12150 R547865 LOT 325, NEW COLUMBIA, IN THE CITY OF PORTLAND, COUNTY OF MULTNOMAH AND STATE OF OREGON. Page 1 of 3 STREET ADDRESS: COUNTY: CLIENT CODE: TAX PARCEL EXHIBIT A-4 4710 SE ANDEREGG LOOP, PORTLAND, OR, 97236 MULTNOMAH OR12 165 R249241 LOT 53, POWELL BUTTE HEIGHTS NO. 2, IN THE CITY OF PORTLAND, COUNTY OF MULTNOMAH AND STATE OF OREGON STREET ADDRESS: COUNTY: CLIENT CODE: TAX PARCEL EXHIBIT A-S 5142 SE 14IST PLACE, PORTLAND, OR, 97236 MULTNOMAH OR121 15 R547343 LOT 23, POWELL BUTTE TERRACE, IN THE CITY OF PORTLAND, COUNTY OF MULTNOMAH AND STATE OF OREGON STREET ADDRESS: COUNTY: CLIENT CODE: TAX PARCEL EXHIBIT A-6 809 SW 12TH STREET, TROUTDALE, OR, 97060 MULTNOMAH OR12133 R277827 LOT 10, STUART MEADOWS, IN THE CITY OF TROUTDALE, COUNTY OF MULTNOMAH AND STATE OF OREGON Page 2 of 3 EXHIBIT A-7 STREET ADDRESS: 931 SE BEAVER CREEK LANE, TROUTDALE, OR, 97060 COUNTY: MULTNOMAH CLIENT CODE: OR12099 TAX PARCEL R2775 64 LOT 55, STRAWBERRY MEADOWS, IN THE CITY OF TROUTDALE, COUNTY OF MULTNOMAH AND STATE OF OREGON EXHIBIT A-8 STREET ADDRESS: 9446 HAVEN AVE, PORTLAND, OR, 97203 COUNTY: MULTNOMAH CLIENT CODE: OR12148 TAX PARCEL R5475 96 LOT 56, NEW COLUMBIA, IN THE CITY OF PORTLAND, COUNTY OF MULTNOMAH AND STATE OF OREGON. TOGETHER WITH AN BASEMENT FOR INGRESS AND EGRESS AND PUBLIC UTILITIES UPON, OVER AND ACROSS TRACT P, AS DESIGNATED AND DELINEATED ON THE PLAT AND IN THE DECLARATION OF COVENANTS AND RESTRICTIONS OF NEW COLUMBIA. Page 3 of 3