4/17/2017 3:54:27 PM 17CV15941 1 2 3 IN THE CIRCUIT COURT OF THE STATE OF OREGON 4 FOR THE COUNTY OF YAMHILL 5 6 HARIHARA MAHESH, PARVATHY MAHESH, and MOMTAZI FAMILY LLC, 7 Plaintiffs, 8 9 v. 10 STEVEN WAGNER, MARY WAGNER, and RICHARD WAGNER, 11 Defendants. 17CV15941 Case No. ______________ COMPLAINT FOR INJUNCTIVE RELIEF 1. 2. 3. 4. Trespass (Odor Intrusion) Nuisance Trespass (Unauthorized Entry into Easement Area) Preliminary Injunction 12 13 Plaintiffs allege: 14 1. 15 Harihara Mahesh and Parvathy Mahesh were and are the owner of an approximately 16 17 19.1 acre tract of land located at 15651 SW Dusty Dr, McMinnville, Oregon 97128 and more 18 particularly described in the attached Exhibit A (the “Mahesh Property”). 19 2. 20 Momtazi Family LLC is a limited liability company duly authorized to conduct 21 business in the State of Oregon. 3. 22 Momtazi Family LLC was and is the owner of one or more connected tracts of land 23 24 about 580 acres in size located at 15765 SW Muddy Valley Rd, McMinnville, OR 97128, and 25 more particularly described in the trust deed attached as Exhibit B (the “Momtazi Property”). PAGE 1 COMPLAINT FOR INJUNCTIVE RELIEF AND DAMAGES BROW N, TARLOW , BRIDGES & PALM ER, PC 515 E. First Street Newberg, Oregon 97132 Ph: (503) 538-3138 / Fax: (503) 538-9812 1 4. 2 Defendants Steven and Mary Wagner own an approximately 6.74 tract of land, located 3 at 15500 SW Dusty Dr, McMinnville, Oregon 97128, and are more particularly described in 4 the attached Exhibit C (the “Wagner Property”). 5 5. 6 Defendant Richard Wagner, at all materials times herein, was and is acting as the 7 actual or apparent agent of Steven and/or Mary Wagner. Steven, Mary and Richard Wagner 8 are collectively referred to herein as the Wagner Defendants. 9 6. 10 The Wagner Property is adjacent to the Mahesh Property and the Momtazi Property. 11 7. 12 13 Venue for each action in this Complaint lies in Yamhill County for one or more of the following reasons: 14 (a) the action is for injury to real property located in Yamhill County; or 15 (b) Yamhill County is the county where the cause of action arose. 16 8. 17 At all material times herein, the Momtazi Property has been used as a vineyard. 18 9. 19 At all material times herein, the Mahesh Property was under development by the 20 Maheshes for use as a vineyard. The Maheshes have taken substantial steps to prepare and 21 develop the property into a vineyard, including improving the land and purchasing new vines. 22 10. 23 The Wagner Defendants, individually or jointly, have begun to develop the Wagner 24 Property into a commercial marijuana production operation, including but not limited to 25 growing, making, processing and/or storing marijuana or canniboid products on the Wagner PAGE 2 COMPLAINT FOR INJUNCTIVE RELIEF AND DAMAGES BROW N, TARLOW , BRIDGES & PALM ER, PC 515 E. First Street Newberg, Oregon 97132 Ph: (503) 538-3138 / Fax: (503) 538-9812 1 Property (“Wagner Marijuana Operation”). 2 3 FIRST CLAIM FOR RELIEF - TRESPASS TO LAND (Odor Intrusion) 4 (All Plaintiffs against All Defendants) 5 11. 6 Plaintiffs reallege paragraphs 1 to 10 as though fully stated herein. 7 12. 8 The Wagner Marijuana Operation will generate foul-smelling particles that will 9 10 become airborne and migrate by air to the Mahesh Property and/or Momtazi Property, including by one or more of the following methods: 11 (a) operation of a marijuana processing facility to be built if approved by Yamhill 12 County. If approved, the processing facility could process over 33,000 pounds 13 of marijuana per year. Marijuana processing facilities generate foul, skunky, 14 smells that vent into the outside air environment. 15 (b) 16 large-scale outdoor/exterior growing of marijuana, estimated to be between 20,000 to 40,000 square feet. 17 13. 18 The foul-smelling particles will migrate by air over to the Mahesh and/or Momtazi 19 Property, will settle on the Mahesh Property and/or Momtazi Property, including but not 20 limited to their vineyard areas, and will negatively impact the quality and suitability of grapes 21 grown by Plaintiffs, including but not limited to the use of the grapes for wine. 22 /// 23 /// 24 14. 25 A buyer of grapes from Momtazi Property LLC has canceled its order due to the PAGE 3 COMPLAINT FOR INJUNCTIVE RELIEF AND DAMAGES BROW N, TARLOW , BRIDGES & PALM ER, PC 515 E. First Street Newberg, Oregon 97132 Ph: (503) 538-3138 / Fax: (503) 538-9812 1 Wagner Marijuana Operation. 2 15. 3 The Maheshes, in an effort to minimize the harm caused by the Wagner Marijuana 4 Operation and limit exposure of vines to foul-smelling particles, have delayed planting new 5 vines that are located at the Mahesh Property. 6 16. 7 Unless the defendants, and their agents, servants, employees, and lawyers, and all 8 other persons in active concert or participation with any of them, are restrained from engaging 9 in the Wagner Marijuana Operation, plaintiffs will suffer harm. 10 11 SECOND CLAIM FOR RELIEF - NUISANCE 12 (All Plaintiffs against All Defendants) 13 17. 14 Plaintiffs reallege paragraphs 1 to 16 as though fully stated herein. 15 18. 16 The Wagner Defendants knew, or had reason to know, of the Wagner Marijuana 17 Operation. 18 19. 19 The Wagner Defendants realized, or should have realized, that the Wagner Marijuana 20 Operation created an unreasonable risk of substantial interference with plaintiffs’ use and 21 enjoyment of the Mahesh Property and/or Momtazi Property. 22 20. 23 The Wagner Marijuana Operation causes greater harm than the plaintiffs should have 24 to bear, or in the alternative, the utility of the Wagner Defendants’ conduct (which is minimal) 25 is outweighed by the gravity of the harm (which is substantial). PAGE 4 COMPLAINT FOR INJUNCTIVE RELIEF AND DAMAGES BROW N, TARLOW , BRIDGES & PALM ER, PC 515 E. First Street Newberg, Oregon 97132 Ph: (503) 538-3138 / Fax: (503) 538-9812 1 21. 2 3 The Wagner Defendants failed to exercise reasonable care to eliminate the risk to the Mahesh Property and/or Momtazi Property. 4 22. 5 The Wagner Marijuana Operation will cause actual damage to the plaintiffs, including 6 but not limited to the following: 7 (a) damage to vines on their vineyard and/or delay in developing a vineyard; 8 (b) cleanup and/or mitigation costs to remedy the intrusion of foul-smelling particles; 9 (c) diminished quality and suitability of their grapes, including but not limited use for 10 11 wine; (d) 12 13 lost profits, including but not limited to lost sales or reduced market value of their grapes; and (e) 14 loss of Demetri Biodynamic Certification. 23. 15 Unless the defendants, and their agents, servants, employees, and lawyers, and all 16 other persons in active concert or participation with any of them, are restrained from engaging 17 in the Wagner Marijuana Operation, plaintiffs will suffer harm. 18 19 THIRD CLAIM FOR RELIEF - TRESPASS TO LAND 20 (Unauthorized Use of Easement Area) 21 (Maheshes v. all Defendants) 22 24. 23 Plaintiffs reallege paragraphs 1 to 23 as though fully stated herein. 24 25. 25 At all material times herein, the Wagner Property benefitted from a non-exclusive PAGE 5 COMPLAINT FOR INJUNCTIVE RELIEF AND DAMAGES BROW N, TARLOW , BRIDGES & PALM ER, PC 515 E. First Street Newberg, Oregon 97132 Ph: (503) 538-3138 / Fax: (503) 538-9812 1 access easement over the Mahesh Property. 2 26. 3 The predecessors in interest of the owners of the Wagner Property and the Maheshes 4 relocated the location of the easement by agreement. The location of the easement is depicted 5 in Exhibit D attached hereto (the “Easement Area.”) 6 27. 7 Use of the easement for the Wagner Marijuana Operation is not a use that was or 8 should have been contemplated at the time the easement was created. The Easement does not 9 authorize the Wagner Property to use the Easement Area for the Wagner Marijuana Operation. 10 28. 11 The Wagner Defendants, and each of them, have entered into or onto the Easement 12 Area without authority, including but not limited to operating a vehicle in the location of the 13 Easement for the purpose of the Wagner Marijuana Operation. 14 29. 15 16 The conduct alleged in the above paragraph has continued to present, and is reasonably anticipated to continue into the future unless restrained by the Court. 17 30. 18 Unless the defendants, and their agents, servants, employees, and lawyers, and all 19 other persons in active concert or participation with any of them, are restrained from using the 20 Easement Area for the Wagner Marijuana Operation, the Maheshes will suffer harm. 21 22 FOURTH CLAIM FOR RELIEF - PRELIMINARY INJUNCTION 23 (All Plaintiffs against all Defendants) 24 31. 25 The plaintiffs are entitled to relief as demanded in this pleading, and such relief, or any PAGE 6 COMPLAINT FOR INJUNCTIVE RELIEF AND DAMAGES BROW N, TARLOW , BRIDGES & PALM ER, PC 515 E. First Street Newberg, Oregon 97132 Ph: (503) 538-3138 / Fax: (503) 538-9812 part thereof, consists of restraining the commission or continuance of some act, the commission or continuance of which during the litigation would produce injury to one or more of the plaintiffs. WHEREFORE, Plaintiffs pray for a judgment of this court against defendants as follows: Permanently enjoining defendants from producing, making, processing or storing marijuana or canniboid products except for homegrown and homemade activities exempted by ORS Permanently enjoining defendants from operating a vehicle in the easement area (and otherwise using the easement area, directly or indirectly through third parties, for ingress or egress) for the purpose, in whole or in part, for the Wagner Marijuana Operation except for homegrown and homemade activities exempted by ORS For a preliminary injunction of the injunctions prayed for; For costs and disbursements, and For such other relief as the Court deems just and equitable. Dated: April 2017 BROWN, TARLOW, BRIDGES PALMER, P.C. T. Bridges,0 @newberg w. com ?gs? BROWN, TARLOW, BRIDGES PALMER, PC 515 E. First Street PAGE 7 COMPLAINT FOR INJUNCTIVE RELIEF AND Newberg, Gregon 97132 DAMAGES Ph: (503) 538-3138 Fax: (503) 538-9812 Ernst AMERICAN TITLE ?Ll/053 After recording return to: Parvathy Mahesh and Harihara Mahesh 15651 SW Dusty 'Drive McMinnville, OR 97128. Until a change is requested all tax statements shall be sent to the following address:- Parvathy Mahesh and Harihara Mahesh 15651 SW Dusty Drive McMinnville, OR 97128 THIS SPACE RESERVED FOR USE Yamhill County Of?cial Records 201 31 4209 DMR-DDMR sm=6 SUTTONS 11 :42:14 AM $51.00 $20.00 $11.00 $5.00 $15.00 II Brian Van Bergen, County Clerk for Yamhill County, Oregon, certify that the instrument identi?ed herein was recorded in the Clerk records. Brian Van Bergen - County Clerk File No.: 1031-2135815 (LZ) Date: August 09, 2013 STATUTORY WARRANTY DEED Deepak Sawhney and Sinclair Sawhney, as tenants by the entirety, Grantor, conveys and warrants to Parvathy Mahesh and Harihara Mahesh as tenants by the entirety Grantee, the following described real property free of liens and encumbrances, except as speci?cally set forth herein: See Legal Description attached hereto as Exhibit A and by this reference incorporated herein. Subject to: Covenants, conditions, restrictions and/or easements, if any, affecting title, which may appear in the public record, including those shown on any recorded plat or survey. 2013-2014 taxes a lien but not yet due or payable. The assessment and tax roll disclose that the within described property were specially zoned or classi?ed for farm use. If the land has become or becomes disquali?ed for such use under the statue, an additional tax or penalty may be imposed. The true consideration for this conveyance is $630,000.00. (Here comply with requirements of ORS 93.030) Page 1 of 4 Exhibit A - Page 1 of 3 APN: 207118 Statutory Warranty Deed File No.: 1031-2135815 (L2) - continued 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 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 APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY THAT THE UNIT OF 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. Dated this day of 57/544; 20 #3 . Deep Sawhney Sin air aw ey STATE OF Oregon )55. County of Yamhill This instrument was acknowledged before me on this Deepak Sawhney and Sinclair Sawh ey. NOTARYPU EMU-01354388 I 2014 mam JANU My commISSIon expires: Notary Poblit: for Oregon 7?1111?! Page 2 of 4 Exhibit A - Page 2 of 3 APN: 207118 Statutory Warranty Deed File No.: 1031413581501) - continued EXHIBIT A LEGAL DESCRIPTION: Real property in the County of Yamhill, State of Oregon, described as follows: A tract of land situated in the West one-half of the Southwest one-quarter of Section 10, Township 5 South, Range 5 West of the Willamette Meridian in Yamhill County, Oregon and being more particularly described as follows: BEGINNING at a 5/8 inch iron rod at the Northeast corner of Tract No. 1 as described in Volume 94, Page 475, Deed Records of Yamhill County, Oregon, said point being East, 400.00 feet and North 01? 00' 47" East, 640.00 feet from the Southwest corner of Section 10, Township 5 South, Range 5 West; thence from said POINT OF BEGINNING West, along the North line of said tract, 115.00 feet to a 5/8 inch iron rod, which is 285.00 feet East of the West line of said Section 10; thence North 01? 00' 47" East, parallel to said West line of Section 10, 964.00'feet to a 5/8 inch iron rod; thence East, 982.35 feet to a 5/8 inch iron rod; thence continuing East, 39.65 feet to the East line of the West one-half of the Southwest one-quarter of said Section 10; thence South 01? 00' 47" West, along said East line, 582.50 feet to a point from which an iron rod bears West, 46.97 feet; thence West, 46.97 feet to said 5/8 inch iron rod; thence continuing West, 400.03 feet to a 5/8 inch iron; thence South 01? 00' 47" West, parallel to the West line of said Section 10, 511.50 feet to a 5/8 inch iron rod; thence West, 460.00 feet to a 5/8 inch iron rod on the East line of above said Tract No. 1; thence North 01? 00' 47" East, along said East line, 130.00 feet to the POINT OF BEGINNING. SAVING AND EXCEPTING THEREFROM that portion conveyed to Momtazi Family LLC by Warranty Deed recorded October 2, 1998 in Instrument No. 199819423, Deed Records. TOGETHER WITH AND SUBJECT to a non-exclusive easement and right-of-way, being more particularly described as follows: BEGINNING AT A POINT on the apparent centerline of County Road No. 431, said point being South 2672.27 feet and East, 1369.01 feet from the Northwest corner of Section 15, Township 5 South, Range 5 West of the Willamette Meridian in Yamhill County, Oregon; said easement and right-of-way being 30 feet in width, 15 feet on each side of the centerline, EXCEPT the ?rst 450.00 feet of which is 20.00 feet in width, the boundaries of said right-of- way being extended or shortened at the angle points and property lines to form a continuous boundary, and said centerline following an existing road and being more particularly described as follows: Page 30f 4 Exhibit A - Page 3 of 3 militia"! 7% 71/) 17,- RECORDATION REQUESTED BY: First Federal Savings a Loan Association Home Office 140 Third Street P.O. Box 239 McMInnlele, OR 97128 WHEN RECORDED MAIL TO: First Federal Savings 1. Loan Association OFF ICIRL COUNTY RECORDS ?rms?. crraaLas STERN. CLERK 200201838 P.O. Bait 239 SEND TAX NOTICES TO: v. I. v. First Federal Savings 3. Loan Association DIDTS12720020D018380100102 01/25/2002 03.15.16 Home Office 3m. one-crane Cnt.=1 srn=2 arms $50.00 $10.00 $11.00 ore-?pa. pea-lull.- Iu?t v" ail-um ewe?u. HIM ME- OR 97120 DEED OF TRUST THIS DEED OF TRUST ls dated January 25, 2002, among MOMTAZI FAMILY LLC. AN OREGON LIMITED LIABILITY COMPANY ("Grantor"); First Federal Savings Loan Association, whose address Is Home Office, 140 Third Street, P.O. Box 239, OR 97128 (referred to below sometimes as "Lender" and sometimes as "Benetlclary"); and David C. Haugeberg. Attorney. whose address Is Box 480. McMinnvIlle, OR 97128 (referred to below as "Trustee"). CONVEYANCE AND GRANT. For valuable consideration. represented In the Note dated January 25, 2002, In the orlwnai principal amount of $200,000.00. from Grantor to Lender. Grantor conveys to Trustee for the benefit of Lender as Beneficiary all of Grantor's right. title. and Interest In and to the following described real property. together with all existing or subsequently erected or affixed buildings. Improvements and ?xtures; all easements. rights of way, and appurtenances: all water. water rights and ditch rights (including stock in utilities with ditch or Irrigation rights): and all other rights. royalties. and profits relating to the real property. Including without limitation all minerals. oil. gas. geothermal and similar matters. (the "Real Property") located in YAMHILL County, State of Oregon: REFER TO LEGAL DESCRIPTION ATTACHED HERETO AND BY REFERENCE MADE A PART THEREOF. The Real Property or Its address is commonly known as LOTS 14, 15 8t 16 ON COLVIN CT 8r 15785 MUDDY VALLEY RD., MCMINNVILLE, OR 97128. The Real Property tax Identification number is AND R5509-00100. R5509-00601. AND R5510-01100 Grantor presently assigns to Lender (also known as Beneficiary In this Deed of Trust) all of Grantor?s right. title. and interest In and to all present and future leases of the Property and all Rents from the Property. In addition. Grantor grants to Lender a Uniform Commercial Code security Interest In the Personal Property and Rants. THIS 0- OF TRUST. INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY. IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS AND (B) PERFORMANCE OF ANY AND ALL OBLIGATIONS ?3:,ngng THE RELATED DOCUMENTS. AND THIS DEED OF TRUST. THIS DEED OF TRUST IS GIVEN AND ACCEPTED ON THE I MS: PAYMENT AND PERFORMANCE. Except as otherwise provided In this Deed of Trust. Grantor shall pay to Lender all amounts secured by this Deed of Trust as they become due. and shell strictly and In a timely manner perform all of Grantor's obligations under the Note, this Deed of Trust. and the Related Documents. POSSESSION AND MAINTENANCE OF THE PROPERTY. Grantor agrees that Grantor's possession and use of thaProperty shall be governed by the following provisions: Possession and Use. Until the occurrence of an Event of Default. Grantor may (1) remain in possession and control of the Property; (2) use. operate or manage the Property; and (3) collect the Rents from the Property. The following provisions relate to the use of the Property or to other limitations on the Property. THIS INSTRUMENT WILL NOT ALLOW USE OF THE PROPERTY DESCRIBED IN THIS INSTRUMENT IN VIOLATION OF APPLICABLE LAND USE LAWS AND REGULATIONS. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT. THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED USES AND TO DETERMINE ANY LIMITS ON LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS DEFINED IN ORS 30.930. Duty to Maintain. Grantor shall maintain the Property in lenantable condition and perform all repairs, replacements. and maintenance necessary to preserve Its value. Compliance With Environmental Laws. Grantor represents and warrants to Lender that: (1) During the period of Grantor's ownership of the Property. there has been no use. generation. manufacture. storage. treatment. disposal. release or threatened release of any Hazardous Substance by any person on. under. about or from the Property; (2) Grantor has no knowledge of. or reason to believe that there has been. except as previously disclosed to and acknowledged by Lender in writing. any breach or violation of any Environmental Laws. any use. generation. manufacture. storage. treatment, disposal. release or threatened release of any Hazardous Substance on. under. about or from the Property by any prior owners or occupants of the Property. or any actual or threatened litigation or claims of any kind by any person relating to such matters; and (3) Except as previously disclosed to and acknowledged by Lender in writing. neither Grantor nor any tenant. contractor. agent or other authorized user of the Property shall use. generate. manufacture. store. treat. dispose of or release any Hazardous Substance on. under. about or from the Property: and any such activity shall be conducted In compliance with all applicable federal. state, and local laws. regulations and ordinances. Including without limitation all Environmental Laws. Grantor authorizes Lender and Its agents to enter upon the Property to make such inspections and tests. at Grantor's expense. as Lender may deem appropriate to determine compliance of the Property with this section of the Deed of Trust. Any inspections or tests made by Lender shall be for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Grantor or to any other person. The representations and warranties contained herein are based on Grantor?s due diligence in investigating the Property for Hazardous Substances. Grentor hereby releases and waives any future claims against Lender tor Indemnity or contribution In the event Granlor becomes liable for cleanup or other costs under any such laWs; and agrees to indemnify and hold harmless Lender against any and all claims. losses. liabilities. damages. penalties. and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Deed of Trust or as a consequence of any use, generation. manufacture. storage. disposal. release or threatened release occurring prior to Grantor's ownership or interest In the Property. whether or not the same was or should have been known to Greater. The provisions of this section of the Deed of Trust. including the obligation to indemnify, shall survive the payment of the Indebtedness and the satisfaction and reconveyance of the lien of this Deed of Trust and shall not be affected by Lender's acquisition of any interest In the Property. whether by foreclosure or othenuise. Nuisance. Waste. Grantor shall not cause. conduct or permit any ulsance nor commit. permit. or suffer any stripping of or waste on or to the Property or any portion of the Property. Without limiting the generality of the foregoing. Granlor will not remove. or grant to any other party the right to remove. any timber. minerals (including oil and gas). coal. clay. scoria. soil. gravel or rock products without Lender's prior written consent. Removal of Improvements. Grantor shall not demolish or remove any improvements from the Real Property without Lender's prior written consent. As a condition to the removal of any improvements. Lender may require Grantcr to make arrangements satisfactory to Lender to replace such Improvements with Improvements of at least equal value. I Exhibit - Page 1 of 11 DEED OF TRUST Loan No: 7402?797 (Continued) Page 2 Lender?s Right to Enter. Lender and Lender's agents and representatives may enter upon the Real Property at all reasonable times to attend to Lender's interests and to inspect the Real Property for purposes of Grantor's compliance with the terms and conditions of this Deed of Trust. Compliance with Governmental Requirements. Grantor shall comply with all laws. ordinances. and regulations. now or hereafter in effect. of all governmental authorities applicable to the use or occupancy of the Property. including without limitation. the Americans With Disabilities Act. Grantor may contest in good faith any such low. ordinance. or regulation and withhold compliance during any proceeding. including appropriate appeals. so long as Grantor has noti?ed Lender in writing prior to doing so and so long as, in Lender's sole opinion. Lender?s interests in the Property are not jeopardized. Lender may require Grantor to post adequate security or a surety bond. reasonably satisfactory to Lender. to protect Lender's interest. Duty to Protect. Grantor agrees neither to abandon or leave unattended the Property. Grantor shall do all other acts. in addition to those acts set forth above in this section. which from the character and use of the Property are reasonably necessary to protect and preserve the Property. DUE ON SALE - CONSENT BY LENDER. Lender may. at Lender?s option. declare Immediately due and payable all sums secured by this Deed of Trust upon the sale or transfer, without Lender?s prior written consent. of all or any part of the Real Property. or any interest in the Real Property. A ?sale or transfer" means the conveyance of Real Property or any right. title or interest in the Real Property; whether legal. bene?cial or equitable; whether voluntary or involuntary; whether by outright sale. deed. installment sale contract. land contract. contract for deed. leasehold interest with a term greater than three (3) years. lease-option contract. or by sale. assignment. or transfer of any bene?cial interest in or to any land trust holding title to the Real Property. or by any other method of conveyance of an interest in the Real Property. if any Grantor is a corporation. partnership or limited liability company. transfer also includes any change in ownership of more than twenty-five percent of the voting stock. partnership interests or limited liability company interests. as the case may be. of such Grantor. However. this option shall not be exercised by Lender if such exercise is prohibited by federal law or by Oregon law. TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are part of this Deed of Trust: Payment. Grantor shall pay when due (and in all events prior to delinquency) all taxes. special taxes. assessments, charges (including water and sewer). lines and lmpositions levied against or on account of the Property. and shall pay when due all claims for Work done on or for services rendered or material furnished to the Property. Grantor shall maintain the Property tree of all liens having priority over or equal to the interest of Lender under this Deed of Trust, except for the hen of taxes and assessments not due and except as otherwise provided in this Deed of Trust. Right to Contest. Grantor may withhold payment of any tax. assessment. or claim in connection with a good faith dispute over the obligation to pay. so long as Lender's interest in the Property is not jeopardized. if a lien arises or is filed as a result of nonpayment. Grantor shall within fifteen (15) days after the lien arises or. if a lien is ?led. within fifteen (15) days after Grantor has notice of the ?ling. secure the discharge of the lien. or if requested by Lender. deposit with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender in an amount sufficient to discharge the hen plus any costs and attorneys' fees. or other charges that could accrue as a result of a foreclosure or sale under the lien. in any contest. Grantor shall defend itself and Lender and shall satisfy any adverse judgment before enforcement against the Property. Grantor shall name Lender as an additional obliges under any surety bond furnished in the contest proceedings. Evidence of Payment. Grantor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes or assessments and shall authorize the appropriate governmental of?cial to deliver to Lender at any time a written statement of the taxes and assessments against the roperty. Notice of Construction. Grantor shall notify Lender at least fifteen (15) days before any work is commenced, any sen/ices are furnished. or any materials are supplied to the Property. if any mechanic's lien. materiatmen's lien. or other lien could be asserted on account of the work. services. or materials. Grantor will upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Grantor can and will pay the cost of such improvements. PROPERTY DAMAGE The following provisions relating to insuring the Property are a part of this Deed of Trust. Maintenance of insurance. Grantor shall procure and maintain policies of fire insurance with standard extended coverage endorsements on a fair value basis for the full insurable value covering all Improvements on the Real Property in an amount suf?cient to avoid application of any coinsurance clause. and with a standard mortgagee clause in favor of Lender. Grantor shall also procure and maintain comprehensive general liability insurance in such coverage amounts as Lender may request with Trustee and Lender being named as additional insureds in such liability insurance policies. Additionally. Grantor shall maintain such other insurance. including but not limited to hazard. business interruption. and boiler insurance, as Lender may reasonably require. Policies shall be written in form. amounts. coverages and basis reasonably acceptable to Lender and issued by a company or companies reasonably acceptable to Lender. Grantor. upon request of Lender. will deliver to Lender from time to time the policies or certificates of insurance inform satisfactory to Lender. including stipulations that coverages will not be cancelled or diminished without at least ?fteen (15) days prior written notice to Lender. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act. omission or default of Grantor or any other person. Should the Real Property be located in an area designated by the Director of the Federal Emergency Management Agency as a special flood hazard area. Grantor agrees to obtain and maintain Federal Flood insurance. If available. within 45 days after notice is given by Lender that the Property is located in a special flood hazard area, for the full unpaid principal balance of the loan and any prior liens on the property securing the loan. up to the maximum policy limits set under the National Flood insurance Program. or as otherwise required by Lender. and to maintain such insurance for the term of the loan. Application of Proceeds. Grantor shall notify Lender of any loss or damage to the Property. Lender may make proof of loss if Grantor fails to do so within fifteen'(15) days of the casualty. Whether or not Lender's security is impaired. Lender may. at Lender's election. receive and retain the proceeds of any insurance and apply the proceeds to the reduction of the indebtedness. payment of any lien affecting the Property. or the restoration and repair of the Property. if Lender elects to apply the proceeds to restoration and repair. Grantor shall repair or replace the damaged or destroyed improvements in a manner satisfactory to Lender. Lender shall. upon satisfactory proof of such expenditure. pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration if Grantor is not in default under this Deed of Trust. Any proceeds which have not been disbursed within 180 days after their receipt and which Lender has not committed to the repair or restoration of the Property shall be used first to pay any amount owing to Lender under this Deed of Trust. then to pay accrued interest. and the remainder. if any, shall be applied to the principal balance of the indebtedness. If Lender holds any proceeds after payment in full of the indebtedness. such proceeds shall be paid to Grantor as Grantor's interests may appear. Unexpired insurance of Sale. Any unexpired insurance shall inure to the benefit of. and pass to. the purchaser of the Property covered by this Deed of Trust at any trustee?s sale or other sate held under the provisions of this Deed of Trust. or at any foreclosure sale of such Properly. Grantor?s Report on insurance. Upon request of Lender. however not more than once a year. Grantor shall furnish to Lender a report on each existing policy of insurance showing: (1) the name of the insureni (2) the risks insured; (3) the amount of the policy; (4) the property insured, the then current replacement value of such property. and the manner of determining that value: and (5) the expiration date of the policy. Grantor shall. upon request of Lender. have an independent appraiser satisfactory to Lender determine the cash value replacement cost of the Property. EXPENDITURES. it any action or proceeding is commenced that would materially affect Lender?s interest in the Property or if Grantor fails to comply with any provision of this Deed of Trust or any Related Documents. including but not limited to Grantor's failure to discharge or pay when due any amounts Grantor is required to discharge or pay under this Deed of Trust or any Related Documents, Lender on Grantor's behalf may (but shall not be obligated to) take any action that Lender deems appropriate. including but not limited to discharging or paying all taxes. liens. security interests. encumbrances and other claims. at any time levied or placed on the Property and paying all costs for insuring, maintaining and presenting the Property. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a part of the Indebtedness and. at Lender's option. will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Dead of Trust also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon Default. DEFENSE OF The following provisions relating to ownership of the Property are a part of this Deed of Trust: Title. Grantor warrants that: Grantor holds good and marketable title of record to the Property in fee simple. free and clear of all liens and encumbrances other than those set forth in the Real Property description or in any title insurance policy. title report. or final title opinion issued in favor of. and accepted by, Lender in connection with this Deed of Trust. and Grantor has the full right. power. and authority to execute and deliver this Deed of Trust to Lender. Defense of Title. Subject to the exception in the paragraph above. Grantor warrants and will forever defend the title to the Property against the lawful claims ofall persons. In the event any action or proceeding is commenced that questions Grantor's title or the interest of Trustee or Lender under this Deed of Trust. Grantor shall defend the action at Grantor's expense. Grantor may be the nominal party in such proceeding. but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of Lender's own choice. and Grantor will - Exhibit - Page 2 of 11 DEED OF TRUST Loan No: 7402?797 (Continued) Page 3 deliver. or cause to be delivered. to Lender such instruments as Lender may request from time to time to permit such participation. Compliance With Laws. Grantor warrants that the Property and Grantor's use of the Property complies with all existing applicable laws. ordinances. and regulations of governmental authorities. Survival of Representations and Warranties. All representations. warranties. and agreements made by Grantor In this Deed of Trust shall survive the execution and delivery of this Deed of Trust. shall be continuing in nature. and shall remain in full force and effect until such time as Grantor?s indebtedness shall be paid in full. CONDEMNATIDN. The following provisions relating to condemnation proceedings are a part of this Deed of Trust: Proceedings. If any proceeding In condemnation is ?led, Grantor shall notify Lender In writing. and Grantor shall take such steps as may be necessary to defend the action and obtain the award. Grantor may be the nominal party in such proceeding. but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of its own choice. and Grantor will deliver or cause to be delivered to Lender such instruments and documentation as may be requested by Lender from time to time to permit such participation. Application of Net Proceeds. If all or any part of the Property is condemned by eminent domain proceedings or by any proceeding or purchase in lieu of condemnation. Lender may at its election require that all or any portion of the net proceeds of the award be applied to the Indebtedness or the repair or restoration of the Property. The net proceeds of the award shall mean the award after payment of all reasonable costs. expenses. and attorneys' fees incurred by Trustee or Lender in connection with the condemnation. IMPOSITION OF TAXES. FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relating to govemmentai taxes. fees and charges are a part of this Deed of Trust: Current Taxes. Fees and Charges. Upon request by Lender. Grantor shall execute such documents in addition to this Deed of Trust and take whatever other action is requested by Lender to perfect and continue Lender's lien on the Real Property. Grantor shall reimburse Lender for all taxes. as described below. together with all expenses Incurred in recording. perfecting or continuing this Deed of Trust. including without limitation all taxes. fees, documentary stamps. and other charges for recording or registering this Deed of Trust. Taxes. The following shall constitute taxes to which this section applies: (1) a speci?c tax upon this type of Dead of Trust or upon alt or any part of the indebtedness secured by this Deed of Trust: (2) e. speci?c tax on Grantor which Grantor is authorized or required to deduct from payments on the Indebtedness secured by this type of Dead of Trust; (3) a tax on this type of Deed of Tmsi chargeable against the Lender or the holder of the Note: and (4) a speci?c tax on all or any portion of the indebtedness or on payments of principal and Interest made by Grantor. Subsequent Taxes. If any tax to which this section applies is enacted subsequent to the date of this Deed of Trust.-this event shall have the same effect as an Event of Default. and Lender may exercise any or all of Its available remedies for an Event of Default as provided below unless Grantor either (it pays the tax before it becomes delinquent. or (2) contests the tax as provided above in the Texas and Liens section and deposits with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender. SECURITY FINANCING STATEMENTS. The following provisions relating to this Deed of anst as a security agreement are a part of this Deed of Trust: Security Agreement. This instrument shall constitute a Security Agreement to the extent any of the Property constitutes ?xtures. and Lender shall have all of the rights of a secured party under the Uniform Commercial Code as amended from time to time. Security interest. Upon request by Lender. Grantor shall execute financing statements and take whatever other action ls requested by Lender to perfect and continue Lender's security interest in the Rents and Personal Property. In addition to recording this Deed of Trust in the real property records. Lender may. at any time and without further authorization from Grantor. ?le executed counterparts. copies or reproductions of this Deed of Trust as a ?nancing statement. Grantor shalt reimburse Lender for all expenses Incurred in perfecting or continuing this security Interest. Upon default. Grantor shall not remove. sever or detach the Personal Property from the Property. Upon default. Grantor shall assemble any Personal Property not affixed to the Property in a manner and at a place reasonably convenient to Grantor and Lender and make it available to Lender within three (3) days after receipt of written demand from Lender to the extent permitted by applicable law. Addresses. The mailing addresses of Grantor (debtor) and Lender (secured party) from which information concemlng the security interest granted by this Deed of Trust may be obtained (each as required by the Uniform Commercial Code) are as stated on the ?rst page of this Deed of Trust. FURTHER The following provisions relating to further assurances and attomey?In?fact are a part of this Deed of Trust: Further Assurances. At any time. and from time to time. upon request of Lender. Grantor will make. execute and deliver. or will cause to be made. executed or delivered. to Lender or to Lender's designee. and when requested by Lender. cause to be ?led. recorded. re?led. or rerecorded. as the case may be. at such times and in such offices and places as Lender may deem appropriate. any and ali such mortgages. deeds of trust. security deeds. security agreements. ?nancing statements. continuation statements. instruments of further assurance, certi?cates. and other documents as may. In the sole opinion of Lender. be necessary or desirable In order to effectuate. complete. perfect. continue. or preserve (1) Grantor's obligations under the Note. this Deed of Trust. and the Related Documents. and (2) the liens and security interests created by this Deed of Trust as ?rst and prior liens on the Property. whether now owned or hereafter acquired by Grantor. Unless prohibited by law or Lender agrees to the contrary in writing. Grantor shall reimburse Lender for all costs and expenses incurred in connection with the matters referred loin this paragraph. Attomey-tn-Fact. If Grantor falls to do any of the things referred to In the preceding paragraph. Lender may do so for and In the name of Grantor and at Grantor?s expense. For such purposes. Grantor hereby lrrevocably appoints Lender as Grantor's attorney?In?fact for the purpose of making. executing. delivering. ?ling. recording. and doing all other things as may be necessary or desirable. in Lender's sole opinion. to accomplish the matters referred to in the preceding paragraph. FILL PERFORMANCE. if Grantor pays all the indebtedness when due. and othenuise performs all the obligations Imposed upon Grantor under this Deed of Trust. Lender shall execute and deliver to Trustee a request for full reconveyance and shall execute and deliver to Grantor suitable statements of lamination of any ?nancing statement on file evidencing Lender's security interest In the Rents and the Personal Property. A reconveyance fee shall be paid by Grantor. if permitted by applicable law. EVENTS OF DEFAULT. Each of the following. at Lender's option. shall constitute an Event of Default under this Deed of Trust: Payment Default. Grantor falls to make any payment when due under the Indebtedness. Other Defaults. Grantor falls to comply with or to perform any other term. obligation. covenant or condition contained In this Deed of Trust or in any of the Related Documents or to comply with or to perform any term. obligation. covenant or condition contained in any other agreement between Lender and Grantor. Compliance Default. Failure to comply with any other term. obligation. covenant or condition contained In this Deed of Trust. the Note or In any of the Related Documents. if such a failure is curable and if Grantor has not been given a notice of a breach of the same provision of this Deed of Trust within the preceding twelve (12) months. it may be cured (and no Event of Default will have occurred) if Grantor, after Lender sends written notice demanding cure of such failure: (it) cures the failure within thirty (30) days; or if the cure requires more than thirty (30) days. immediately initiates steps sufficient to cure the failure and thereafter continues and completes all reasonable and necessary steps suf?cient to produce compliance as soon as reasonably practical. Default on Other Payments. Failure of Grantor within the time required by this Deed of Trust to make any payment for taxes or insurance. or any other payment necessary to prevent filing of or to effect discharge of any lien. False Statements. Any warranty. representation or statement made or furnished to Lender by Grantor or on Grantor's behalf under this Deed of Trust or the Related Documents Is false or misleading in any material respect. either now or at the time made or furnished or becomes false or misleading at any time thereafter. Defective Collaterallzatlon. This Deed of Trust or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien) at anytime and for any reason. Death or Insolvency. The dissolution of Grantor's (regardless of whether election to continue is made). any member withdraws from the limited liability company. or any other termination of Grantor's existence as a going business or the death of any member. the insolvency of Grantor. the appointment of a receiver for any part of Grantor?s property. any assignment for the bene?t of creditors. any type of creditor workout. or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Grantor. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding. self-help. (2 Exhibit - Page 3 of 11 DEED OF TRUST Loan No: 7402-797 (Continued) Page 4 repossession or any other method. by any creditor of Grantor or by any governmental agency against any property securing the Indebtedness. This includes a garnishment of any of Grantor's accounts. including deposit accounts. with Lender. However. this Event of Default shall not apply if there is a good faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding. In an amount determined by Lender. in Its sole discretion. as being an adequate reserve or bond for the dispute. Breach of Other Agreement. Any breach by Grantor under the terms of any other agreement between Grantor' and Lender that Is not remedied within any grace period provided therein. including without limitation any agreement concerning any indebtedness or other obligation of Grantor to Lender. whether existing now or later. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent. or revokes or disputes the validity of. or liability under. any Guaranty of the indebtedness. In the event of a death. Lender. at Its option. may. but shall not be required to. permit the Guarantor?s estate to assume unconditionally the obligations arising under the guaranty In a manner satisfactory to Lender, and. in doing so. cure any Event of Default. Adverse Change. A material adverse change occurs in Grantor?s ?nancial condition. or Lender believes the prospect of payment or performance of the Indebtedness Is Impaired. Insecurity. Lender in good faith believes itself insecure. Right to Cure. If such a failure is curable and if Grantor has not been given a notice of a breach of the same provision of this Deed of Trust within the preceding twelve (12) months. it may be cured (and no Event of Default will have occurred) if Grantor. after Lender sends written notice demanding cure of such failure: cures the failure within thirty (30) days: or if the cure requires more than thirty (30) days. immediately initiates steps sufficient to cure the failure and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. RIGHTS AND REMEDIES 0N DEFAULT. If an Event of Default occurs under this Deed of Trust. at any time thereafter, Trustee or Lender may exercise any one or more of the following rights and remedies: Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy. and an election to make expenditures or to take action to perform an obligation of Grantor under this Deed of Trust. after Grantor's failure to perform. shall not affect Lender's right to declare a default and exercise Its remedies. Accelerate indebtedness. Lender shall have the right at its option without notice to Grantor to declare the entire Indebtedness immediately due and payable, Including any prepayment penalty which Grantor would be required to pay. Foreclosure. respect to all or any part of the Real Property. the Trustee shall have the right to foreclose by notice and sale. and Lender shall have the right to foreclose by judicial foreclosure. In either case in accordance with and to the full extent provided by applicable law. If this Deed of Trust is foreclosed by judicial foreclosure. Lender will be entitled to a judgment which will provide that if the foreclosure sale proceeds are insuf?cient to satisfy the judgment. execution may issue for the amount of the unpaid balance of the judgment. Remedies. With respect to all or any part of the Personal Property. Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code. Collect Rents. Lender shall have the right. without notice to Grantor to take possession of and manage the Property and collect the Rents. Including amounts past due and unpaid. and apply the net proceeds. over and above Lender's costs. against the indebtedness. In furtherance of this right. Lender may require any tenant or other user of the Property to make payments of rent or use fees directly to Lender. If the Rents are collected by Lender. then Grantor irrevocably designates Lender as Grantor's attomey?ln-fact to endorse Instruments received in payment thereof in the name of Grantor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender?s demand shall satisfy the obligations for which the payments are made. whether or not any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person. by agent. or through a receiver. Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property. with the power to protect and preserve the Property. to operate the Property preceding foreclosure or sale. and to collect the Rents from the Property and apply the proceeds. over and above the cost of the receivership. against the indebtedness. The receiver may serve without bond If permitted by law. Lender?s right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shalt not dlsqualify a person from serving as a receiver. Tenancy of Sufferance. If Grantor remains in possession of the Property after the Property is said as provided above or Lender otherwise becomes entitled to possession of the Property upon default of Grantor. Grantor shall become a tenant at sufferance of Lender or the purchaser of the Property and shall. at Lender's option. either (1) pay a reasonable rental for the use of the Property. or (2) vacate the Property immediately upon the demand of Lender. Other Remedies. Trustee or Lander shall have any other right or remedy provided in this Deed of Trust or the Note or by law. Notice of Sale. Lender shall give Grantor reasonable notice of the lime and place of any public sale of the Personal Property or of the time after which any private safe or other intended disposition of the Personal Property is to be rnade. Reasonable notice shall mean notice given at least ?fteen (15] days before the time of the sale or disposition. Any sale of Personal Property may be made In conjunction with any sale of the Fleet Property. Sale of the Property. To the extent permitted by applicable law. Grantor hereby waives any and all rights to have the Property marshalled. In exercising Its rights and remedies. the Trustee or Lender shall be free to sell alt or any part of the Property togeer or separately. In one sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property. Attomeys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Deed of Trust. Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys' fees at trial and upon any appeal. Whether or not any court action Is Involved. and to the extent not prohibited by law. all reasonable expenses Lender incurs that in Lender's opinion are necessary at any time for the protection of its Interest or the enforcement of Its rights shall become a part of the Indebtedness payable on demand and shall bear interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph include, without limitation. however subject to any limits under applicable law. Lender's attorneys' fees and Lender's legal expenses. whether or not there is a lawsuit. Including attorneys' fees and expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or Intonation), appeals. and any anticipated post?judgment collection services. the cost of searching records. obtaining title reports (including foreclosure reports]. surveyors' reports. and appraisat fees. Insurance. and fees for the Trustee. to the extent permitted by applicable law. Grantor also will pay any court costs. In addition to all other sums provided by law. Rights of Trustee. Trustee shall have all of the rights and duties of Lender as set forth in this section. POWERS AND OBLIGATIONS OF TRUSTEE. The following provisions relating to the powers and obligations of Trustee are part of this Deed of Trust: Powers of Trustee. In addition to all powers of Trustee arising as a matter of law. Trustee shall have the power to take the following actions with respect to the Property upon the written request of Lender and Grantor: join in preparing and filing a map or plat of the Real Property. Including the dedication of streets or other rights to the public; join in granting any easement or creating any restriction on the Real Property; and join In any subordination or other agreement affecting this Deed of Trust or the Interest of Lender under this Deed of Trust. Obligations to Notify. Trustee shall not be obligated to notify any other party of a pending sale under any other trust deed or lien. or of any action or proceeding in which Grantor. Lender. or Trustee shall be a party. unless the action or proceeding is brought by Trustee. Trustee. Trustee shall meet all qualifications required for Trustee under applicable law. In addition to the rights and remedies set forth above. with respect to all or any part of the Property. the Trustee shall have the right to foreclose by notice and sale, and Lender shall have the right to foreclose by judicial foreclosure. in either case In accordance with and to the full extent provided by applicable law. Successor Trustee. Lender. at Lender's option. may from time to time appoint a successor Trustee to any Trustee appointed under this Deed of Trust by an instrument executed and acknowledged by Lender and recorded in the of?ce of the recorder of YAMHILL County. State of Oregon. The instrument shall contain. in addition to all other matters required by state law. the names of the original Lender. Trustee. and Grantor. the book and page where this Deed of Trust is recorded. and the name and address of the successor trustee. and the instrument shall be executed and acknowledged by Lender or its successors In interest. The successor trustee. without conveyance of the Property. shall succeed to all the title. power. and duties conferred upon the Trustee in this Deed of Trust and by applicable law. This procedure for substitution of Trustee shall govarn to the exclusion of all other provisions for substitution. NOTICES. Any notice required to be given under this Deed of Trust. including without limitation any notice of default and any notice of sale shall be /r6 I. Exhibit - Page 4 of 11 - dill-l. '25. 2002' it'ilLiF'i-it i'tJOti 503 434 53H DEED OF TRUST Loan No: 7402-79.? (Continued) Page 5 given in writing. and sraii be when actually delivered. when actually received by teleiacsimile (unless otherwise required by law). when deposited with a nationally recogi-ized ovevrt courle', or, it mailed. when deposited in the United States mail, as ?rst class. certi?ed or registered mail postage prepaid. directed to the addresses snown near the beginning oi this Dead at Trust. All copies at notices ct toreclosure from the holder oi any ten which has priority over this Dead or Trust shall be sent to Lender's address. as shown near the booming or this Deed oi Trust. Any party may change its address for notices under?this Dead at Trust by giving lormal whiten notice to the other part-es, speciiying that the purpose oi the notice is to change the party's address. for not-ca purposes. Granlcr agrees to keep Lander iniormad at all times at Grantor's current address. Unless otherwise prowded or recurred by law. it there .5 more than one Srantor. any notice given by Lender to any Granlor Is deemed to be notice given to all Grantors. MISCELLANEOUS PROVISIONS. The tollowirg miscoiianoous provisions are a part or this Deed ct Trust: Amendments. This Dead at Trust. together With any Related Documents. constitutes the entire understandirg and agreement at the parties as to the matters set lorth in to 5 Dead oi Trust. ho alteration at or amendment to this Dead or Trust si~ali be attractive unless given in wnting and signed by the party or parties sougt'l is be charged or bound by the alteration or amendment. Annual Reports. ii the Property Is .lsad tor purposes other than Grantor's residence. Grantor shall iurnish to Lender. upon request. a certi?ed statement at not operating income roca?vad tram the Property during Grantor's previous ltsoat year in sac-i torm and dataii as Lander shall require. PNat orpyarating income" sha=i mean all cash receipts lrorn the Property lass all cash expenditures made in connection with the operation at the pa . Caption Headings. Caction headirgs 'n this Deed ct Trust are tor convenience purposes only and are not to be used to interpret or demo the provisions at this Deed oi T-ust. Merger. There shall be no merger oi li-e interest or estate created by this Dead or Trust with any other Interest or estate in the Property at any time held by or tor the bene?t oi cerdor 'n any capacity. Without tt-eamttan consent oi Lander. Governing Law. This Dead at Trust will be governed by. construed and enforced In accordance taderal law and the laws or the State of Oregon. This Dead or Trust has been accepted by Lender in the state or Oregon. No Waiver by Lender. Lancer shall not be deemed to have Waived any rights under this Dead at Trust unless such waiver is given in writing and Signed by Lender. No de'ay or omission on the part at .ender in exercising any right shall operate as a waiver ct such right or any other right. A waiver by Lender o? a provision or this Dead at Trust shat not preiudico or constitute a waiver oi Lenders right otherwise to demand strict compliance with that pfOtr?.StOn or any other provision ot this Deed ct Trust. No prior waiver by Lender. nor any course of dealing between Lender ard Grantor, shall constitute a waver o' my ct Lerdars rights or or any at Grantor?s obligations as to cry tuture transactions. Whenever the consent oi Lender is required under this Dead at Trust. the granting at such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and In all cases such consent may be granted or withheld in the sole discretion Lander. charIbliity. ii a court oi competent ,urisdiction ?nds any provision at this Dead oi Trust to be illegal. invalid, or unanfofcaamg .5 to any circumstance. that ?nding shat rot melts the attending provision illegal. invalid. or unentoroaable as to any other circumstance. ll leasibia. the offending provision shall he considered modi?ed so that it becomes legal. valid and antarcoabie. it the encoding provision cannot be so modified. it shall be considered deleted treat this Dead at Trust. Unless otherwise required by law. the illegality. invalidity. or at any provzslon oi this Dead at Trust shat not shoot the iogai?ty. or or any other provision at this Deed oi Trust. Successors and Assigns. Suptecl to any limitations stated in this Deed oi Trust on transter cl interest. this Deed cl Trust shall be binding upon and inure to the Dano'ii o? the parties. their successors and assess. it ownership oi the Proparty becomes vested in a person other than Grantor. Lender. without notice to Grantor. may deal with Grantor's successors with ratarenoe to this Deed ot Trust and the indebtedness by way or torbearahce or extension wi'noul releasing Granior item the obliga?ons oi this Daad oi Trust or liability under the indebtedness. Time Is oi the Essence. Time is oi the esserco in the par'ormance oi this Dead at Trust. Waiver oi Homestead Exemption. Grantor hereby releases and waives all nghta and bene?ts of the homestead exemption laws or the State at Oregon as to all Indebtedness secured by this Dead at Trust. Commercial Dead at Trust. G'aotor agrees with Lender that this Used oi Trust is a commercial deed of trust and that Grantor will not change the use at the Property without Lender's prior written consent. DEFINITIONS. Tho toilowing cap'talizad words and terms shall how the toliowing meanings when used In this Deed of Trust. Unless speci?cally stated to the contrary. ail re'arencas t: dollar amounts shall mean amounts in iawiui money oi the United States at America, words and terms used in the singular shall include the plurai. ard the p'ural shati include the singular. as the content may require. Words and terms not otherwise de?ned in this Deed oi Trust shall have the meanings attr?buted to such terms in the Uniiorni Commercial Code; Bene?ciary. The word "BenaticiarY' means First Federal Savings a Loan Association. and its successors and assigns. The word "Bonowei" means MOMTAZI LLC. and all other persons and entities signing the Note in whatever capacity. Deed or Trust. The words "Dead or Trust? mean this Deed oi Trust among Grantor. Lender, and Trustee. and includes without limitation an assignment and security interest provisions relating to the Personal Property and Rants. Default. The word means the Default set lorth in this Dead or Trust in the section titled 'Detauit'. Envtronmenlat Laws. The words Environmental Laws" mean any and all state. leoeral and local statutes. regulations and ordinances relating to the protection oi human health or the en-nronmant, including without limitation the Comprehensive Environmental Response. Compensation, and Liability Act oi 1980. as amended. 42 use. Section 960i. at sea. the Superfund Amendments and Reeuthon'zation Act at 1986. Pub. L. No. 99-499 the Hazardous Materials Transportation Act. 49 USS. Section 1801, el sec., the ?asource Conservation and Rocovary Act, a2 U.S.C. Section 690i. at sea. c' other applicable state or iodarai laws. rules. or regulations adopted pursuant thereto or intended to protect human health or the environment. EVcnt ot Detautl. The words "Event ct Dolault' mean any at the events of deiault set lorth in this Dead 0? Trust in the events oi daiault section at this Dead at Trust. Grantor. The word 'Grantor' means LLC. Guarantor. The word ?Guarantor? means any guarantor, surety. or accommodation party at any or all at the Indebtedness. Guaranty. The word "Guaranty" means the guaranty iron?t Guarantor to Lender, including without limitation a guaranty at all or part of the Note. Hazardous Substances. The words ?Hazardous Substances" mean materials that. because oi their quantity. concentration or physical. chemical or intaotlous characteristics. may cause or pose a present or potential hazard to human health or the environment when impropeny used. treated. stored. disposed ct. generated. maru'actured. transported or otherwise handled. The words 'Hazardous Substances' are used in their very broadest sense and include Without it?Tt lotion any and all hazardous or toxic substances. materials or waste as defined by or listed under the Environmental Laws. The term "Here'cous Substances? also includes. without limitation. petroleum. including crude oil and any traction thereoi and asbestos. lmprovamants. The word "Improvements" means all existing and tulure improvements. buridings. structures. mobile homes altiaed on the Real Property. tacilitias. additions. replacements and other construction on the Real Property. indebtedness. The word "indebtedness" means all principal. interest. and other amounts. costs and expenses payable under the Note or Related Documents. together with all renewals cl. extensions of. modifications oi. consolidations oi and Substitutions tor the Note or Related Documents and any amounts expanded or advanced by Lender to discharge Grantor's obligations or expenses incurred by Trustee or Lender to onlorce Grantor's obligations under this Dead or Trust. together With Interest on such amounts as provided in this Deed oi Trust. Lender. The word 'Landar' means Elist Federal Savings a Loan Association. its successors and ?Signs. Note. The word ?Note" means the promissory note oar-ii January as. 2002. in the original principal amount of $200,000.00 tron-i Grantor to Lender. together with all renewals oi. extensions oi. modi?cations of. re?nancings oi, consolidations ct. and substitutions tor the promissory note or agreement. The maturity date of the Note is January 25. 2003. Personal Property. The words ?Personal Proper?! mean all equipment. ?xtures, and other articles at personal property now or hereattar owned by Grantor. and now or hereafter attached or attired to the Real Property: together with all accessions. parts. and additions to. all replacements oi. and all substitutions tor. any at such property: and togath with all proceeds (including without limitation all Insurance proceeds and rotunda oi premiums) lrom any sale or other disposition ol the Property. Property. The word ?Property? moans coiioclively the Real Property and the Personal Property. . Exhibit - Page 5 of 11 DEED OF TRUST Loan No: 7402-797 (Continued) Page 6 Real Property. The words ?Real Property" mean the real property; interests and rights. as luriher described In this Deed of Trust. Related Documents. The words "Related Documents" mean all promissory notes. credit agreements. loan agreements, environmental agreements. guaranties. security agreements. mortgages, deeds oi trUsl. security deeds. collateral mortgages. and all other instruments. agreements and documents. whether new or hereafter existing, executed' In connection with the Indebtedness. Rents. The word "Rents" means all present and lulure rents. revenues. income. issues. royalties. pro?ts. and other bene?ts derived from the Property. Trustee. The word "Trustee" means David C. Haugeberg, Attorney. whose address is 0 Box 480, McMinnvilIe. OR 97128 and any substitute or successor trustees. - GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS DEED OF TRUST, AND GRANTOR AGREES To ITS TERMS. GRANTOR: MOMTAZI FAMILY LLC FAMILY LLCM LIMITED LIABILIIY COMPANY OFFICIAL SE. . sureor 9133410 LINDA I-. FII COUNTY OF NOTARY FUEL. OI i liJ 266 MY COMMISSION ltd. I3 2004 I On this 5? day OW .betore me, the undersigned Notary Public. personally appeared MAHMOOD MDMTAZI. Membe HAMID Member of MOMTAZI FAMILY and known to me to be members or designated agents at the limited liability company that executed the Deed of Trust and acknowledged the Deed of Trust to be the tree and voluntary act and deed of the limited liability company. by authority of statute. Its articles at organization or its operating agreement. for the uses and purposes therein mentioned. and on oath stated that they are authorized to execute this Deed oi Trust and in tact executed the Deed of Trust on behalf of the limited liability company. By oz, @1440 {Zh??id'??gl Notary Public In and for the State at 91.26. My commission expires 02 /6 je?oqy REQUEST FOR FULL RECONVEYANCE (T be used only when obligations have been paid in lull) To: . Trustee The undersigned is the legal owner and holder of all Indebtedness secured by this Deed oi Trust. All sums secured by this Deed of Trust have been luily paid and satis?ed. You are hereby directed. upon payment to you at any sums owing to you under the terms of this Deed of Trust or pursuant to any applicable statute. to cancel the Note secured by this Deed of Trust (which is delivered to you lageer with this Deed of Trust). and to reconvey. without warranty. to the parties designated by the terms of this Deed of Trust. the estate now held by you under this Deed of Trust. Please mail the reconveyance and Related Documents to: Date: Benellclary: By: Its: LASER PRO Landing. transmittal Gear. lunar-d Financial Solutions. Inc. In?l, Inn. All Items Reserved. - on Tit-Jail Pn-Ia Exhibit - Page 6 of 11 APN: 207118 Statutory Warranty Deed File No.: 1031-2135815 (L2) - continued North 11? 15' West, 450.00 feet; thence North 02? 29' 54" West, 50.70 feet; thence North 00? 00' East, 153.00 feet; thence North 15? 17' 49" West, 104.62 feet; thence North 21? 03' 52" West, 106.25 feet; thence North 00? 57' 15" West, 40.00 feet; thence North 47? 00' 41" East, 90.86 feet; thence North 01? 27' East, 79.03 feet; thence North 00? 55' 11" West, 135.20 feet; thence North 01? 06' 58" West, 285.69 feet; thence North 16? 47' 05" West, 72.22 feet; thence North 28? 45' 13" West, 74.30 feet; thence North 40? 27' 20" West, 98.01 feet; thence North 46? 27' 27" West, 160.78 feet; thence North 51? 50' 04" West, 90.48 feet; thence North 61? 57' 11" West, 85.88 feet; thence North 73? 00' 48" West, 183.22 feet; thence North 64? 06' 56" West, 73.70 feet; thence North 51? 39' 33" West, 72.31 feet; thence North 41? 15' 55" West, 63.33 feet; thence North 30? 15' 32" West, 66.74 feet; thence North 19? 10' 39" West, 55.97 feet; thence North 08? 02' 21" West, 526.04 feet to a point from which the Northwest corner of Section 15 bears West, 415.00 feet; thence continuing along said roadway, across the East, 60.00 feet of Tract No. 1 as described in Volume 94, Page 475, Deed Records of Yamhill County, Oregon, 640.00 feet to a point on the North line of said Tract No. 1, said point being West, 45.00 feet from the Northeast corner of said Tract No. 1 leaving existing roadway and continuing thence North 01? 00' 47" East, 235.82 feet; thence North 24? 02' 45" East, 552.57 feet; thence North 53? 24' 44" East, 94.76 feet; thence North 88? 48' East, 98.35 feet; thence South 68? 06' 45" East, 90.58 feet; thence South 29? 19' 43" East, 134.58 feet; thence South 76? 51' 57" East, 61.66 feet; thence North 35? 32' 15" East, 60.22 feet; thence North 03? 31' 37" West, 72.34 feet; thence North 12? 19' East, 85.01 feet; thence North 09? 52' East, 127.66 feet to a point on the South line of the above described tract of land from which the Southwest corner thereof bears West, 737.22 feet. Page 4of 4 Exhibit - Page 7 of 11 PARCEL 1: Lots 14, 15 and 16, Block 1, OF A PORTION OF MCMINNVILLE INDUSTRIAL PARK, in the City of McMinnville, County of Yamhill, State of Oregon. PARCEL 2: BEGINNING at corner of Sections 3, 4, 9 and 10 in Township 5 South, Range 5 West of the Willamette Meridian in Yamhill County, Oregon, and being a part of Sections 9 and 4 in said Township and Range; running thence North 14.02 chains to an oak 6 inches in diameter, marked and described as in Deed, from which an oak 6 inches in diameter bears South 8? East 37 links distant; thence South 41? West, 18.37 chains set stake from which an oak 18 inches in diameter bears South 72? West 106 links distant; thence North 89?43' West on line between Sections 4 and 9. 23.27 chains, set stake on the East line of the James Coleman Donation Land Claim; thence South 36? West on said line, 59.00 chains to the Southeast comer of said Claim; thence North 54? West, 24 links; thence South, 1.51 chains; thence East, 1.85 chains to the Northeast comer of the James P. Yocom Donation Land Claim; thence South on the East line of said Claim, 31.90 chains to the line between Sections 9 and 16; thence East 38.30 chains to the Southeast corner of the J. M. Merill Claim; thence North 32.25 chains; thence East 2.50 chains; thence Northeasterly 6.78 chains; thence East 26.43 chains to the quarter section comer between Sections 9 and 10; thence North on said line, 40.28 chains to the point of beginning. SAVE AND EXCEPTING THEREFROM that portion conveyed to Rodger B. Whitley and Denise A. Whitley, husband and wife, by instrument recorded October 22, 1947 in Film Volume 217, Page 1021, Deed and Mortgage Records, Yamhill County, Oregon. PARCEL 3: Being a part of the James P. Yocom Donation Land Claim No. 44 in Sections 5 and 9, Township 5 South, Range 5 West of the Willamette Meridian in Yamhill County, Oregon, and being a portion of that tract of land conveyed to Jack J. and Anita E. Kenworthy, by Deed recorded January 31, 1984 in Film Volume 183, Page 1211, Deed and Mortgage Records, and being more particularly described as follows: at the Southeast comer of the said Yocom Claim; and running thence North along the East line of said Claim, 1178.5 feet to an iron pipe and the True Point of Beginning of the tract to be described herein; thence South 46?32' West 36.7 feet to an iron pipe; thence South 75?11' West 473.2 feet to an iron pipe; thence North 74?22' West 489.9 feet to an iron pipe set on the Easterly margin of the present used and traveled road (Market Road No. 19 - Muddy Valley Road); thence South 17?16' East along said Easterly margin of Muddy Valley Road, 71.46 feet to an iron pipe, said point also being the Northwest corner of that tract conveyed to Rodger R. Whitley et ux., by instrument recorded October 22, 1987 in Film Volume 227, Page 1021, Deed and Mortgage Records; thence South 74?22' East along the North line of said Whitley tract, 467.41 feet to an iron pipe; thence continuing along the North line of said Whitley tract, North 75?11' East 501.21 feet to an iron pipe; thence North along the East line of said James P. Yocom Claim, 80.26 feet to the point of beginning. . TOGETHER WITH that portion of vacated Market Road No. 19 inuring thereto by Order of Vacation No. 75-219, dated July 23, 1975, recorded March 2, 1979 in Film Volume 137, Page 1343, Deed and Mortgage Records, Yamhill County, Oregon. PARCEL 4: A portion of that tract of land in Contract between Joseph F. Mac Donald and Robert H. Tapp and Nellie R. Tapp. recorded June 5, 1972 in Film Volume 89, Page 1512, Deed and Mortgage Records, Yamhill County, Oregon, more particularly described as follows: TRACT 1: The North 965 feet of the West 485 feet of the following described tract: The West Half of the Southeast Quarter and the East Half of the Southeast Quarter of Section 9 in Township 5 South, Range 5 West of the Willamette Meridian in Yamhill County, Oregon. SAVE AND EXCEPTING THEREFROM that portion conveyed to David W. Wadell by Deed Legal Description 7 0 TITLE INSURANCE COMPANY 1629 SW Salmon Portland. OR 97205 .. . Page recorded January 14, 1941 in Book 117, Page 369, Deed Records of Yamhill County. Oregon. TRACT 2: The North 965 feet of the following described tract: The West Half of the East Half of the Southeast Quarter and the East Half of the West Half of the Southeast Quarter of Section 9 in Township 5 South, Range 5 West of the \Mllamette Meridian in Yamhill County, Oregon. . SAVE AND EXCEPTING THEREFROM that portion conveyed to David W. Wadell by Deed recorded January 14, 1941 in Book 117, Page 369, Deed Records of Yamhill County, Oregon. TRACT 3: The North 965 feet of the following described tract: The East Half of the East Half of the Southeast Quarter of Section 9, Township 5 South, Range 5 West of the Willamette Meridian in Yamhill County, Oregon. TRACT 4: The North 965 feet of the following described tract: The West 285 feet of the West 400 feet of the Southwest Quarter of Section 10, Township 5 South, Range 5 West of the Willamette Meridian in Yamhill County, Oregon. TRACT 5: BEGINNING at the Southwest corner of that tract of land conveyed to Dennis Burger and Elaine McCall. husband and wife in Deed recorded April 9, 1990 in Film Volume 242, Page 729, Deed Records; thence East along the south line of the said Burger tract, 715.5 feet; thence South parallel with the West line of the Robert Tapp tract recorded in Film Volume 89, Page 1812, Deed and Mortgage Records, to a point that is East, 715.5 feet from the Northwest comer of that tract of land conveyed to Van W. Keck et ux., by Deed recorded May 3, 1977 in Film Volume 119, Page 1865, Deed and Mortgage Records; thence West along the North line of the Keck tract, 715.5 feet to the Northwest corner thereof; thence North along the West line of the Tapp tract to the True Point of Beginning. PARCEL 5: The Southwest Quarter of the Northwest Quarter and the West Half of the Southwest Quarter of Section 10, Township 5 South, Range 5 West of the Willamette Meridian in Yamhill County, Oregon. SAVE AND EXCEPTING THEREFROM the West 400 feet of the Southwest Quarter of Section 10, Township 5 South, Range 5 West of the Willamette Meridian in Yamhill County, Oregon. FURTHER SAVE AND EXCEPTING THEREFROM that tract conveyed to Ronald L. Smith et ux., by Deed recorded February 27, 1978 in Film Volume 127, Page 272, Deed and Mortgage Records. FURTHER SAVE AND EXCEPTING THEREFROM that portion of the above described property conveyed to Harold Levy et ux., by Deed recorded June 1, 1978 in Film Volume 129, Page 1387, Deed and Mortgage Records. TOGETHER WITH the following described easement and right of way: BEGINNING at a point on the apparent centerline of County Road No. 431, said point being South, 2672.27 feet and East 1369.01 feet from the Northwest corner of Section 15, Township 5 South, Range 5 West of the Willamette Meridian in Yamhill County, Oregon, said easement and right of way being 30 feet in width, 15 feet on each side of the centerline, EXCEPT the ?rst 450 feet of which is 20 feet in width, the boundaries of said right of way being extended or shortened at the angle points and property lines to form a continuous boundary; said centerline following an existing road and being more particularly described as follows: Thence North 11?15? West, 450.00 feet; thence North 2?29'54" West, 50.70 feet; thence North 0?00' East, 153.00 feet; thence North 15?17'49" West 104.62 feet; thence North 21?03'52" West, 106.25 feet; thence North 0?57'15" West, 40.00 feet; thence North 47?00'41" East 90.86 feet; thence North 1?27? East, 79.03 feet; thence North 0?55'11" West 135.20 feet; thence North 1?06'58" West, 295.69 feet; thence North 16?47'05" West, 72.22 feet; thence North 28?45'13" West, 74.30 feet; thence North 40?27'20" West, 98.01 feet; thence North 46?27'27" West, 160.78 feet; thence North 51?50'04" West, 90.48 feet; thence North 61?57'11" West, 85.88 feet; thence North 73?00'48" West Legal Description 23/0 TICOR TITLE INSURANCE COMPANY 1629 SW Salmon Portland. OR 97205 m. .. Page 183.22 feet; thence North 64?06'56" West 73.70 feet; thence North 51?39'33" West 72.31 feet; thence North 41?15'55" West, 63.33 feet; thence North 30?15'32" West 66.74 feet; thence North 19?10'39" West 55.97 feet; thence North 8?02'21" West, 526.04 feet to a point from which the Northwest corner of Section 15 bears West 415.00 feet; thence continuing along said roadway across the East 60.00 feet of Tract No. 1 as described in Volume 94, Page 475, Deed Records of Yamhill County. Oregon, 640.00 feet to a point on the North line of said Tract No. 1, said point being West 45.00 feet from the Northeast corner of said Tract No. 1, leaving existing roadway and continuing: thence North 1?00?47" East, 235.82 feet; thence North 24?02'45" East, 552.57 feet; thence North 53?24'44" East, 94.76 feet; thence North 88?48? East 98.35 feet; thence South 68?06'45" East, 90.58 feet; thence South 29?19'43" East, 134.58 feet; thence South 76?51'57" East, 61.66 feet; thence North 35?32'15" East, 60.22 feet; thence North 3?31'37" West, 72.34 feet; thence North 12?19' East, 85.01 feet; thence North 9?52' East, 127.66 feet to the terminus of easement. ALSO TOGETHER WITH a perpetual, non-exclusive private easement for vehicular and pedestrian access, as set forth and described in instrument recorded April 3, 1997 in Instrument No. 199705213, Deed and Mortgage Records, Yamhill County, Oregon. PARCEL 6: A tract of land in Section 10, Township 5 South, Range 5 West of the Willamette Meridian in Yamhill County, Oregon, more particularly described as follows: The East 1 15 feet of the West 400 feet of the Southwest Quarter of Section 10. EXCEPTING THEREFROM the South 1604 feet. PARCEL 7: A tract of land in Section 10, Township 5 South, Range 5 West of the Willamette Meridian in Yamhill County, Oregon, being part of that tract of land described in Deed from Smith to Milleman and recorded in Instrument No. 199808779, Deed and Mortgage Records, and being more particularly described as follows: BEGINNING at the Northwest corner of said Milleman tract; thence South 00?27'12" East 100.00 feet along the West line of said Milleman tract to an iron rod; thence South 89?25'50" East 350.99 feet to an iron rod; thence continuing South 89?25'50" East 46.00 feet; thence North 00?27'12" West 108.31 feet to the North line of said Milleman tract; thence South 89?22'10" West 46.00 feet along said North line to an iron rod; thence South 89?22'10" West 350.93 feet along said North line to the point of beginning, as shown by 08?10597. TOGETHER WITH a permanent 30 foot wide access and utilities easement, the center line of which is more particularly described as follows: BEGINNING at the Northwest corner of said Milleman tract; thence South 00?27'12" East 100.00 feet along the West line of said Milleman tract to an iron rod; thence South 89?25'50" East 15.00 feet to the True Point of Beginning; thence South 00?27'12" East 575.74 feet parallel with and 15 feet East of the West line of said Milleman tract; thence South 16?54'30" East 174.06 feet; thence South 00?48'15" West 120.63 feet to the South line of said Milleman tract and the end of said center line. ALSO TOGETHER WITH a permanent access and utilities easement, the perimeter of which is more particularly described as follows: BEGINNING at the Northwest comer of said Milleman tract; thence south 00?27'12" East 100.00 feet along the West line of said Milleman tract to an iron rod; thence South 89?25'50" East 30.00 feet to the True Point of Beginning; thence South 89?25'50" East 60.50 feet; thence South 36?23'43" West 74.46 feet; thence South 11?49'47" West 74.46 feet to a point that is 30.00 feet East of the West line of said Milleman tract; thence North 00?27'12" West 133.42 feet to the True Point .of Beginning. PARCEL 8: Being a part of the James P. Yocum Donation Land Claim No. 44 in Sections 8, 9 and 16 in Township 5 south, Range 5 West of the Willamette Meridian in Yamhill County, Oregon, said part being more particularly described as follows: BEGINNING at the Southeast comer of said Yocum Claim and running thence North along the East line of said Claim, 562.32 feet to the South line of Section 9. Township 5 South, Range 5 West Legal Description 9 TICOR COMPANY 1629 SW Patient). OR 97205 - --.. . .. . .. .. Page of the Willamette Meridian in Yamhill County. Oregon; thence running East along said South line of said Section, 171.31 feet; thence North 535.92 feet; thence West 171.31 feet to a point on the East line of said Yocum Claim; thence South 75?11' West 501.21 feet; thence North 74?22' West 467.41 feet to the Easterly right of way of Muddy Valley Road (County Road No. 19); thence along said right of way South 17?16' East 1147.84 feet to a point on the South line of said Yocum Claim; thence along the South line of said Claim North 89?59" East 594.00 feet to the point of beginning. PARCEL 9: A tract of land in Section 9, Township 5 South. Range 5 West of the Willamette Meridian in Yamhill County, Oregon, and being more particularly described as follows: BEGINNING at the Northeast corner of that tract of land described in Deed from BURT to ALAN OLSEN and recorded in Film Volume 227, Page 106, Yamhill County Deed and Mortgage Records, said Northeast corner being on the East line of the James Coleman Donation Land Claim No. 40 at a point that is South 36?00'00" West 462.55 feet from the Northeast comer of the South one-half of said Coleman Donation Land Claim; thence continuing South 36?00'00" West 920.26 feet along the East line of said Coleman Donation Land Claim to an iron rod set in CSP-9224 at the East end of a boundary agreement line between SMITH and OLSEN and recorded in Film Volume 233. Pages 1534-1541; thence South 82?03'00" West 209.05 feet along the agreement line; thence North 00?00'00" East (North) 734.56 feet to a point on the North line of said OLSEN tract that is South 87?01'30" West 748.96 feet to the point of beginning; thence North 87?01'30" East 748.96 feet to the point of beginning.?? Legal Description 10 TICOR TITLE COMPANY 1629 SW Salmon Portland. OR 97205 RECORDING REQUESTED BY: 9 TICOFI urge" 105 NE 4th Street McMinnville. OR 97128 AFTER RECORDING RETURN TO: Mary E. Wagner and Steven R. Wagner 15500 SW Dusty Drive McMinnville. 97128 SEND TAX STATEMENTS TO: Mary E. Wagner and Steven R. Wagner Yamhill County Of?cial Records 15500 SW Dusty Drive DMR-DDMR 201619582 McMinnville. OR 97128 Stn=0 MILLSA 1219,2016 03:24:00 PM 3Pgs $15.00 $11.00 $5.00 $20.00 $51.00 206976. 207083. R5509 00700 and R5510 01200 I a" 15500 sw Dusty Dnve. McMInnville, OR 97128 Brian Van Bergen - County Clerk STATUTORY WARRANTY DEED James R. Ruggles and Susan L. Ruggles. as tenants by the entirety. Grantor, conveys and warrants to Mary E. Wagner and Steven R. Wagner, as tenants by the entirety, Grantee. the following described real property. free and clear of encumbrances except as speci?cally set forth below. situated in the County of Yamhill. State of Oregon: A tract of land located in Sections 9 and 10. Township 5 South. Range 5 West of the Willamette Meridian in Yamhitl County. Oregon. being more particularly described as follows: Commencing at an iron pipe with brass cap at the Southeast corner of said Section 9; thence North 00?27'12" West 645.19 feet to a point on the North line of that tract of land described in deed from SUSAN and JAMES RUGGLES to GLENDA and VAN KECK. recorded June 30. 2005. in Instrument No. 200513588. Deed Records of Yamhitl County, Oregon; thence North 89?51?18" East 285.00 feet to the Northeast corner of said KECK tract; thence North 00?27'12" East 348.27 feet to an iron rod marking a point on the East line of that tract of land described in Deed from OREGON TELCO CREDIT UNION. fee simple estate, to JAMES R. RUGGLES and SUSAN L. RUGGLES. husband and wife. recorded May 14, 1999 in Instrument No. 199910178. Deed Records of Yamhitl County. Oregon. and the POINT OF thence South 86?46'02" West 493.62 feet to an iron rod: thence North 14?37'36" West 261.39 feet to an iron rod; thence North 26?00'59" East 155.35 feet to an iron rod: thence North 49?42'33? East 486.63 feet to an iron rod on the North line; thence North 89?57'06" East 114.14 feet to the Northeast comer of said RUGGLES tract; thence South 00?27'12" East 679.50 feet to the POINT OF BEGINNING. Reserving unto Grantor and Grantor's successors and assigns, a perpetual non-exclusive easement for access to Grantor's adjacent parcel. such easement area being that portion of the property which is located within thirty feet of the Southeast corner of the property. ?3 TZCOR 09 9 2 TOGETHER WITH a non-exclusive road easement over an existing road from the County Road to the above described tract of land. as disclosed by Deed to Robert H. Tapp and Nellie R. Tapp. recorded September 10. 1991 in Film Volume 259. Page 476 and in instrument recorded May 3. 1977 in FilmVolume 119. Page 1805. Deed and Mortgage Records of Yamhitl County. Oregon. THE TRUE AND ACTUAL CONSIDERATION FOR THIS CONVEYANCE IS SIX HUNDRED THOUSAND AND DOLLARS (See ORS 93.030). Subject to: SEE EXHIBIT ATTACHED HERETO AND MADE A PART HEREOF 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 195.335 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 APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY THAT THE UNIT OF LAND BEING TRANSFERRED IS A LAWFULLY ESTABLISHED LOT OR PARCEL. AS DEFINED IN ORS 92.010 OR 215.010, TO VERIFY THE APPROVED USES OF THE LOT OR PARCEL, TO DETERMINE ANY LIMITS ON LAWSUITS AGAINST FARMING OR FOREST PRACTICES, AS DEFINED IN ORS 30.930, AND TO INOUIRE 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. rra . al Printed: 12.14.16 09:52 AM by K0 gReg1?6t?I?gI I?Ilvpadatgdy.) 0:33. 16 Page 1 Exhibit - Page 1 of 3 STATUTORY WARRANTY DEED (continued) IN WITNESS WHEREOF. the undersigned have executed this document on the dete(s) set forth below. Dated: [11] I6 I Ja . Rugglee Susan L. Ruggies 5 State of County at V1 JL. . This instrument was acknowiedged before me on (6 20 by James R. Ruggles and Susan Ruggles. "arm .- M. CABALLERO Notanj I'Jubiic - Arizona .57 fv?larimpa County 7 My Cmrimiseion Expires February 1, 20 'i 7 ?Iuv u?f- ?up w?n Exhibit - Page 2 of 3 - new?ow? . . EXHIBIT Exceptions Subject to: The Land has been classi?ed as Farm land, as disclosed by the tax roll. if the Land becomes disquali?ed, said Land may be subject to additional taxes and/or penalties. Easement(s) and Maintenance Agreement for the purpose(s) shown below and rights incidental thereto, as - granted in a document: Granted to: John W. Nelson Purpose: Access and utilities Recording Date: February 27. 1978 Recording No: Film Volume 127. Page 275 Affects: Reference is hereby made to said document for full particulars Deed (Statutory Warranty). Legal Pn?nted: 12.14.16 09:52 AM by K0 ORD1388.docl Updated: 05.23.16 Page 3 Exhibit - Page 3 of 3 OFFICIAL YAMHILL COUNTY RECORDS BRIAN VAN BERGEN, COUNTY CLERK 20170026 . Walter R. Gowell, Attorney PO. Box 480 5016612 17 McMinnville, OR 97128 01/06/2017 10: 27: 35 A DMR-EDMR Cnt=1 Stn=3 SUTTONS ACCESS AND GATEWAY AGREEMENT After RecordinguRetur'n To; EASEMENT (Clarification) RECITALS: WHEREAS, James R. and Susan L. Ruggles, as husband and wife, (?Ruggles?) own real described on deed as recorded at Fee No. 199910178, Yamhill County Oregon Deeds and Mortgage Records. This property is also identi?ed as Map Tax Lots R5509-700 and R5510- 1200 in Yarnhill County records, and as 15500 SW Dusty Drive at McMinnviIle, and WHEREAS, Harihara Mahesh and Parvathy Mahesh as tenants by the entirety, (?Second Party?), own adjacent real property. This property is also identi?ed as Map Tax Lot R5510-1500 in Yamhill (30th records, and as 15651 SW Dusty Drive at McMinnville, and WHEREAS, Ruggle's has obtained approval for a lot line adjustment between Tax Lots 5509 700 and to recon?gure such tax lots as shown on Exhibit attached hereto; and Ruggles and Second Party desire to Specify the location of the existing access roadway serving Ruggles parcels and specify the future location for access to such parcels, and WHEREAS, Ruggles has agreed to install and maintain a twenty?four foot wide gate to provide access to Parcel 1 as Show on Exhibit NOW THEREFORE, in consideration of the foregoing Recitals, Ruggles and Second Party do agree as folloWSt. 1. The existing easement crossing the property of Second Party and providing access to both Ruggles parcels IS deScribed on Exhibit A attached hereto and IS located as delineated on Exhibit attached hereto. 2. Future access to Parcels 1 and 2 shown on Exhibit B, shall be from the existing access easement and roadway described on Exhibit A at the? speci?c locations delineated on Exhibit B. 3. Ruggles shall, prior to the sale or transfer of Parcel 1, Widen and maintain the existing gate on Parcel 1 in a northerly direction to a total width of at least twenty-four feet, at the location shown on Exhibit B. Page 1 of 5 Exhibit - Page 1 of 5 p- .4. Second party agrees not to appeal the approval given by the Yamhill County Commission in Planning Docket No. L-3 9-1 6. 5. Ruggles shall include the following notice on all deeds, mortgages, plats, or any other legal instruments used to convey any interest in Parcel 1 shown on EXhibit B: NOTICE: This Property Subject to Access and Gateway Agreement Recorded at [insert book and page references, County, and date of recording]. 6. Ruggles and Second Party intend that the covenants, conditions and terms of this Agreement are intended to run With and shall be appurtenant to the real property. described on Exhibit A and Exhibit hereto, and shall extend to and be binding upon and inure to the bene?t of the heirs, administrators, executors and assigns of the parties identi?ed herein. Dated: This may of December, 2016 James R?fRuggles Harihara ?ahesh Page 2 of 5 Exhibit - Page 2 of 5 STATE OF OREGON ss. County of Yamhill Personally appeared James R. Ruggles and Susan L. Ruggles this day of December, 2016, who, being ?rst duly sworn, acknowledged the foregoing instrument to be their voluntary act and deed. OFFICIALSTAMP "fore me' uomum simmerm NOTARY. wane OREGON No.942531M/g/40Wn_ Wm WES 2019 thary Public Of 0 My Commission Expires: 7,1,9 - .90 7 STATE OF OREGON ss. County of Yamhill Aan Mr: 529 /7 Personally appeared Harihara Mahesh and Parvathy Mahesh this ?1_Aday ofiBecmrber, 20-1-6, who, being ?rst duly sworn, acknowledged the foregoing instrument to be their voluntary act and deed. fer-3 7_ . gBefore me: 3 - - ?11? Public 0f (V v- My: ?ommission Expires: 53 Page 3 of 5 Exhibit - Page 3 of 5 EXHIBIT :9 A EXPIRES 31 DECEMBER 2016 Leland MacDonald Assoc., LLC Land Surveyors 3765 Riverside Drive McMinnvilie, OR 97128 Phone: 472- 7904 Fax -: 472- -0367 12 December 2016 Description of Real property for: RUGGLES Easement over Mahesh to?bene?t Ruggles An easement, 30 feet in width, lying 15 each side of the following described centeriine, located in Sedtion 10, Township 5 Smith, Range 5 West of the Willamette Meridian in Yamhill County, Oregon, said centerline being more particularly described as follows: Beginning at point in the center of an existing driveway and on the south line- of that tract of land described in deed conveyed to MAHESH and HARIHARA MAHESH recorded September 9, 2013 as InstrUment No. 201314209 Deed Records of Yamhiil County, Oregon, from which point the southwest corner of said Section 10 bears South 28?01?15? West 724. 83 feet; thence following the centerline of said; driveway the following courses: North 01?04'17" West 119. 9.4 feet; thence North 13?04'06? West 241.11 feet to the beginning of a curve concave to the southwest and having a radius of 41-. 97'; thence 16 47 feet northwesteny aiding said curve, the chord of which bears North 24?18?34? West 16. 36 feet, to a point where said drivevVay centerli-ne dresses the west line at said MAHESH tract and the end of said described centeriine, the sidelines of which to extend and shorten With said west line, asshoWn an *EXhibit? . TheBaSls of Bearings for this description 15' 12313230.. Page 4 of5 Exhibit - Page 4 of 5 r1x11111111 3- 5 0.015129 11 5 39-57027 11?51'12- 12374.? ?185:0? 114-11 .1. i . TL 700 TL. 1990 .1 w: it? 5105111101 51551151115 13;! asusm 1101111121 xv FAMILY u;c - 1? PERINST 11199819423 I 1. 1? I Scale: 1' 100' 1? 0 - 111200 3 '3 I MAHESH 11.1500 0.1: . 31:33" Legend 1 Inst, #2013142!? . {if I NQNUMHIT FOUND oi 05913230 1' .. .. 44-Ma- 3 msmm: 30'] 11?: - was if 0mm .- BASEMENTUHES 33wa ii I $9 . . . ?1-11.97- 131:?. . 1 Lama58211? 1 11' 491,92! . J. wan-210 05mm 1 1 11. z_ - mm "51mm mm '1 5031251011.- -. .. 2' .1 . RUGGLES 3225 11.700 . . . .. Instrument #199910178 3? S'ee A156 Inst. ..No 200513580 51101111110 W110 11 We Lil-t (L01: adjushne'nt along south Iln'e) ea . PAVE 3765 RIVERSIDE DRIVE PHO1IE. EDS-4724904 FAXS 503-472-0367 EMMLISEQMACDONALDSURVEYING COM - 1154915 7a.- 235.11 5 10513912? Easement Map for T. 55. m: 1.01; 5509 1?06, ?510 - 1200,1500 011%: 3 0202111113: 1015 Mahe-?sh- Ruggles mum: '55 113 32611011 sw 111 35111101: 10, I 0 IRON BRASS AT 10, 15 16 1183,39 Page 5 of5 Exhibit - Page 5 of 5