U.S. Bank National Association v. Nesbitt Bellevue Property LLC et al

Filing 1

Copy of ORDER Appointing Receiver. Appointing Alan Tantleff of FTI Consulting, Inc. as receiver of defendant, by Judge John G. Koeltl, U.S. District Court, Southern District of New York on 6/5/2012. Receipt No. 48153 Filing Fee: $46.00. (Attachments: # 1 Complaint, # 2 Complaint Exhibits 1-4, # 3 Complaint Exhibits 5-10, # 4 Complaint Exhibits 11-18, # 5 Complaint Exhibits 19-25) (agarc, )

Case 1:12-cv-00423-JGK Document 79
Case 1:12-cv-00423-JGK Document 76

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Keith M. Brandofino (KB 21 )

Eric J. Berardi (appearing ro hac vice)

Tamara A. Daniels (T
505)

Kilpatrick Townsen
Stockton LLP
The Grace Buildi
1114 Avenue
New York,
10036-7703
Phone: (
) 775-8700
Fax:
12) 775-8800
Atto eys for Plaintiff

JJSDC SONY
DOCUMENT
fLECTRONICAll Y FILED
DOC#
DA TE F~IL~E:;;-D::--·

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UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK
U.S. BANK NATIONAL ASSOCIATION, AS
TRUSTEE, AS SUCCESSOR-IN-INTEREST TO
BANK OF AMERICA, N.A., AS TRUSTEE FOR THE
REGISTERED HOLDERS OF GS MORTGAGE
SECURITIES CORPORATION II, COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2006-GG6, acting by and through Torchlight
Loan Services, LLC as Special Servicer under the
Pooling and Servicing Agreement dated as of March 1,
2006,

CIVIL ACTION FILE NO.
12 Civ. 0423

Plaintiff,

l

NESBITT BELLEVUE PROPERTY LLC, NESBITT
BLUE ASH PROPERTY LLC, NESBITT COLORADO ~

SPRINGS PROPERTY LLC, NESBITT DENVER
!

PROPERTY LLC, NESBITT LIVONIA PROPERTY
l

LLC, NESBITT LYNNWOOD PROPERTY LLC,
.

NESBITT PORTLAND PROPERTY LLC, and

NESBITT EL PASO PROPERTY L.P.,

Defendants.

ORDER APPOINTING RECEIVER
THIS MATTER is before the Court on Plaintiffs Motion for the Appointment of
a Receiver and Injunctive Relief brought on by order to show cause dated January 20, 2012.

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Upon review of the_motion and the Complaint for Appointment of a Receiver (the "Complaint")

~~~t£:i,~at"~~~~~~~
. and fo~ood cause shown, the Court FINDS as follows:
<. . V
f. d-C>I d-­
A

'
That jurisdiction is proper under 28 U.S.c. § 1332, that each of Defendants

received notice of Plaintiff's Motion for the Appointment of a Receiver, that Defendants are in
default of their obligations under the Loan (as defined herein) as a result of, inter alia, their
failure to satisfy their obligations on the maturity date, Plaintiffs Complaint against Defendants
demonstrates grounds for the appointment of a receiver of, inter alia, eight parcels of land
located in six states and operated as hotels under the "Embassy Suites" franchise, and that
immediate and irreparable injury may result in tJte event a receiver is not appointed. The Court

~~cJ;; a.{!~

therefore grants ~req~ested in th/Complaint.

a.v

IT IS HEREBY ORDERED that Alan Tantleff of FTI Consulting, Inc., a
Maryland corporation, maintaining an office at 3 Times Square, 9th Floor, New York, New York
10036 (hereinafter, the "Receiver"), be and hereby is appointed as the receiver of Defendants'
Assets (as defined herein).
IT IS FURTHER ORDERED that:
1.

The Receiver shall take immediate possession of, hold, secure, take charge

of, preserve and protect, to the exclusion of all others, the following assets and property of the
respective Defendants (collectively, "Defendants' Assets"):
(a)

Certain real property and improvements and personal property

thereon located at (i) 7290 Commerce Center Drive, Colorado Springs, Colorado and commonly
known as "Embassy Suites Colorado Springs", (ii) 7525 East Hampden Avenue, Denver,
Colorado, commonly known as "Embassy Suites Denver Southeast", (iii) 4554 Lake Forest
Drive, Blue Ash, Ohio, commonly known as "Embassy Suites Cincinnati - Northeast (Blue

2
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Ash)", (iv) 9000 SW Washington Square Road, Tigard, Oregon, commonly known as "Embassy
Suites Portland

Washington Square", (v) 19525 Victor Parkway, Livonia, Michigan,

commonly known as "Embassy Suites Detroit - LivoniaINovi", (vi) 6100 Gateway East, EI Paso,
Texas, commonly known as "Embassy Suites EI Paso", (vii) 20610 44th Avenue West,
Lynnwood, Washington, commonly known as "Embassy Suites Seattle - NorthlLynnwood" and
(viii) 3225 l58 th Avenue SE, Bellevue, Washington, commonly known as "Embassy Suites
Seattle - Bellevue", each as more particularly described on Exhibit A attached hereto in the
order described herein (collectively, the "Premises");
~

11.

in

(b)

All documents, instruments, agreements, information and materials

Defen!~ ~eir:;:.s~ ~co~tro~ the ownership,

maintenance, repair, replacement, improvement, management, leasing, insuring, marketing,
financing, use, operation, preservation and protection of the Premises, but excluding
communications protected by the attorney-client privilege or work product doctrine (collectively,
the "Project Records"). To the extent that Defendants claim any Project Records, or portion
thereof, are protected by privilege, a privilege log shall be produced to Plaintiff setting forth the
grounds for the privilege asserted and/or claimed and an identi fication of the document, or
portion thereof, that is being withheld such that the identification itself does not disclose the
privileged information;
(c)

All checking, savings, depository, payroll, vendor, petty cash or

other accounts relating to the Premises and held by or for the benefit of Defendants (collectively,
the "Project Accounts");
(d)

All payments, revenues, refunds and other income from, relating to

or derived from the Premises (collectively, the "Project Income");

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)

(e)

All security, utility, prepayments and other deposits received by
C~ a", ~ ~ fj!;;, Dt:.4~~"X,
Defendants and/or their respective agents~nd any dgposits ttlade by ~ny Defendan to any lessor,

utility provider or other service provider, in each case in connection with the ownership,
operation, repair or use of the Premises (collectively, the "Project Deposits"); and
(f)

The originals of all leases, subleases, licenses (including, without

limitation, all liquor licenses), franchise agreements, vehicle titles and any other agreements in

Qefendants' 01 theit lespecLi

~

.'S

tIJ r:t:; J)~rJ7~ tU'~

possession or controlleft{ting to

the Premises (collectively, the "Leases").

2.

Defendants,

....

~~ ••~,,':;'-_.,,,,

~ '/:A.~e:~ other
or-4Rgttgea

ey

6flY

De1:eR6aHt

th~ use or occupancy of ~ f ~

(eolleetivel~"

~~

cQDtractm:s, p....... '"'" entities !elaine<!, lUred

the "J)e!emltttlt }.?alll"'W') are hereby ordered to

immediately identify any and all Project Accounts and surrender possession to the Receiver and
control of Defendants' Assets, including, without limitation, the Premises, in their possession or
subject to their control.~The Receiver is here
hold, retain, preserve, protect, use, operate, maintain and manage Defendants' Assets, including,
without limitation, the Premises, to receive all Project Income and Project Deposits, and to
execute any documents, instruments and agreements to allow the Receiver to take possession of

and control and to draw checks on any and all Project Accounts.

3.

Notwithstanding anything in this Order to the contrary, the rents, profits,

license, fees, etc. shall continue to be deposited into the "Deposit Account" as defined in and

pursuant to the terms of that certain Deposit Account Agreement dated January 9, 2006 executed

by Defendants in connection with the $187,500,000 loan made to Defendants on or about

January 9, 2006, and currently held by Plaintiff (the "Loan").

4
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~)

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4.

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All funds in any account maintained by the Receiver pursuant to this

Order shall remain collateral for the Loan pursuant to the terms of all documents, instruments
and agreements evidencing, securing or relating to the Loan (collectively, the "Loan

Documents") and, subject to paragraph 10 of this Order, shall be paid to Plaintiff upon the
termination of the receivership created by this Order if and to the extent all debt and other
amounts outstanding under the Loan Documents have not been repaid in full.
5.

Subject to paragraph 3 above, the Receiver is authorized to serve this

Order on any of the financial institutions that maintain any Project Accounts, and any such
financial institution and any other persons in active concert or participation with Defendants are

Wt.f

hereby authorized to take such steps as lir necessary to restrain or prevent Defendants from
withdrawing, disbursing, distributing or causing the diversion of any funds, cash, income,
deposits in any Project Accounts and are authorized to immediately turn over all funds in the
Project Accounts to the Receiver. Any financial institution maintaining Project Accounts is
authorized to provide to the Receiver a complete listing of account numbers under the name
of any Defendant, including accounts previously closed. For each such Project Account the
financial institution is authorized to provide the current balance for such account and upon
request by the Receiver is authorized to provide monthly bank statements (and details of any
such transactions as requested) for a period of up to one year prtr to entl)'; :this Order.
6.

Defendants and their respective

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agents~r~direc~Cto the

Receiver and Plaintiff within ten (10) business days after the date of this Order (a) an accounting
of all Project Income, all Project Expenses, whether paid with Project Income or by Defendants
for the benefit of the Premises, all Project Accounts and all Project Deposits for the period
beginning from and after January 1,2012 to the date of this Order; and (b) an itemization of all

5
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)

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unpaid bills and other amounts due and payable relating to the Premises, together with all bills,
invoices and other writings evidencing or relating thereto.
7.

Subject to paragraph 3 above, the Receiver is authorized and directed to

demand, collect and receive from all tenants, lessees, subtenants, sublessees, licensees, occupants
or other users of all or any part of any Premises (collectively, "Tenants") under current Leases,
and all other person or persons liable therefore, all rents and other amounts and consideration
now due and unpaid thereunder or hereafter to become fixed or due thereunder. All Tenants are
authorized to pay the Receiver all rents and other amounts and consideration now due and unpaid
thereunder or hereafter to become fixed or due thereunder.

8.
the Premises on such terms and conditions as may be approved in writing by Plaintiff,
9.

The Receiver is authorized and directed (a) to deposit or cause to be

deposited all Project Income and all other funds and monies received by it pursuant to this Order
into the Deposit Account in accordance with paragraph 3 above; and (b) to make available by
electronic means or by means as otherwise determined by the Receiver and as allowed under this
Order copies of the monthly bank statements relating to such accounts for review and inspection
by Plaintiff and Defendants.
10.

?i~~ anything set forth in the Loan Documents to the contrary,

and subject to paragraph 3, the Receiver is authorized and directed to use the Project Income and
all other funds and monies coming into the Receiver's hands pursuant to this Order (including
disbursements of funds to Receiver from the Deposit Account but excluding Project Deposits) as
follows:

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(a)

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first, to the Receiver toward payment of the Receiver's fees as set

forth on Exhibit B attached hereto and incorporated herein;
(b)

second, to the reasonable costs and expenses incurred by the

Receiver in the performance of the Receiver's duties in accordance with this Order;
(c)

third, to the payment of all monthly costs, expenses, payments and

other monetary obligations and liabilities, specifically including, without limitation, all real and
personal property taxes and assessments and all insurance premiums relating to the Premises
(collectively, "Project Expenses") arising from and after the date of this Order reasonably
necessary to hold, retain, manage, lease, operate, use, preserve and protect the Defendant's
Assets in accordance with this Order, provided, however, that while neither the Receiver nor
Plaintiff shall have any liability or obligation to any other party to pay any Project Expense
which was incurred or became due and payable prior to the date of this Order, the Receiver may
pay Project Expenses arising prior to the date of this Order if and only if the Receiver reasonably
determines that payment of such Project Expense is necessary for the continued ownership,
operation, use, preservation and/or protection of the Premises in accordance with this Order and
Plaintiff, in the exercise of its sole discretion, consents in writing to the Receiver utilizing Project
Income to pay such Project Expense and provided further, however, that the Receiver shall not
expend in excess of $5,000.00 for any single repair, replacement or capital improvement without
the prior written approval of Plaintiff or further authorization by this Court, and provided further,
however, that the Receiver may, upon the prior written approval of Plaintiff, use Project Income
to pay Project Expenses arising prior to the date ofthis Order; and
(d)

last, all remaining Project Income, funds and monies (collectively,

"Excess Funds") to Plaintiff for application against the outstanding principal, interest and other

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amounts owed by Defendants under the Loan Documents, with such Excess Funds to be applied
by Plaintiff in such order and manner as is authorized under the Loan Documents.
II.

If the Receiver determines at any time, and from time to time, that the

amount of Project Income then in the possession of the Receiver, or which the Receiver
anticipates will be in the possession of the Receiver when required, is insufficient to pay any
/()C,)
Ie (t!.)
expenses described in paragraphs ~ through ~ of this Order, then the Receiver shall
promptly notify Plaintiff thereof and of the amount of such deficit, whereupon Plaintiff shall
have the right, but not the obligation, to (a) release additional funds from the Deposit Account to
satisfy such deficit or (b) if there are insufficient funds in the Deposit Account to satisfy such
deficit, advance to the Receiver funds to pay all or any portion of such deficit and any such funds
advanced by Plaintiff (i) shall be repaid as an expense of the Receiver in accordance with
10(/.,.)
paragraph~ of this Order and (ii) to the extent not so repaid, shall be deemed an advance to
Defendants under the Loan Documents for the protection and preservation of the Premises, shall
be added to the outstanding principal amount of the Loan and shall be secured by the security
title, security interest, lien and encumbrance of the Loan Documents (including, without
limitation, any and all deeds of trust, mortgages, security agreements and assignments of leases
and rents executed by any Defendant in connection with the Loan).
12.

The Receiver is authorized to institute, carryon and maintain all actions,

suits, proceedings and procedures necessary (a) for the proper management, operation,
preservation and protection of the Premises and the other Defendants' Assets or to gain or
recover possession of all or any part thereof; (b) for collection of any Project Income now due or
hereafter to become due or fixed; and (c) for the removal of any Tenant or other person
unlawfully possessing, occupying or using any part ofthe Premises.

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13.

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On or before the twentieth (20 th) day of each calendar month, the Receiver

shall provide by electronic means or by means otherwise determined by the Receiver and as
allowed under this Order monthly financial reports for the immediately proceeding month to the
parties concerning the operations, income and expenses ofthe Premises.
14.

Upon request by Plaintiff, the Receiver is authorized to (a) order

appraisals for the Premises, (b) list or otherwise advertise the Defendants' Assets for sale with a
national brokerage firm approved by Plaintiff on terms and conditions approved by Plaintiff, and
(c) solicit offers to purchase the Defendants' Assets. §amtt

shall be permltte , rom t

irIle, to c"Ohtact such brokerage firm and any party or parties which may
urchasing the Defendants' Assets or which

to purchase the

efendants' Assets and to discuss and negotiate

terms of such offer provided that Plaintiff

such discussions and negotiations to the Receive
ntact, discussion or negotiation with such party or parties sha
all be deemed to render or cause Plaintiff to be a mortgagee in possession 0
ants' Assets or otherwise subject Plaintiff to any liability under the Loan Docum
/

erwis0 Upon request by Plaintiff, the Receiver shall file a motion (and seek a hearing on
an expedited or emergency basis on such motion) for permission to sell the Defendants' Assets
in accordance with the applicable provisions of 28 U.S.C. § 2001 and 2004. Any response or
opposition to such motion must be filed within. ten (10) days after the motion is filed. If..tfte

l~ =s~at~e~ir~UC~j~:S~ A~el

1J;~.
Cou

in writing prio

. .

..

such sale by Plaintiff if there is no opposition

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Defenda

' Asset or

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the other Defendants' Assets may be sold by way of
free and clear of all security interests

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or private sale or other disposition

. s, claims and other interests.

All va .

att ':!ley-in-fact to 0ffeetoate sucn sale(s).
15.

In connection with any sale of the Defendants' Assets by the Receiver in

accordance with this Order, Plaintiff shall have the right, but not the obligation, in its sole
~-t7J1::,~ 17 ~ t, ~ 1)~ .)
discretion, to permit a purchaser of the l>efendants' Assets to assume the Loan or a portion

f

.
~V~
thereof and to make any modifications to the Loan to which Plaintiff .agflil@S iN w d ;
~~ .
~~~~~mrn~~~~~~~~~~~~~~~dant
.

as its attorney-in-fact to e
modifications to not

16.

in,~.........;....

ification of t

oan so

10~ such

"--'~nd other amounts owed by Defendants unlr the

The Receiver is authorized to engage Crescent Hotels and Resorts LLC

("Crescent Hotels") as may be necessary for the Receiver to carry out its duties and
responsibilities under this Order (including, without limitation, the utilization and/or transfer of
the liquor licenses pertaining to the Premises in accordance with applicable law pursuant to
paragraph 20 of this Order), and to pay a management fee to Crescent Hotels as set forth on
Exhibit B attached hereto and incorporated hereiQ, which management fee shall be deemed a

Project Expense. Crescent Hotels shalllT\aintain errors and omissions insurance coverage of not
less than $3,000,000 during the term of the recejvership creatod by this Order and sha~~

~~~~a,~Vlp., ~'~".-~-.J u-;~

indemnifY Defendant{for any claims Gought

ag~inNDefendantsfts a result of Cresct4t Hotels'

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negligence as determined by a court of competent jurisdiction with respect to claims covered
under Crescent Hotels' errors and omissions policy.
17.

The Receiver is authorized to engage an accountant and attorneys, as

needed in the reasonable discretion of the Receiver, to advise the Receiver with regard to
financial and legal matters relating to the Defendants' Assets, to prepare financial statements and
reports required under this Order, to initiate such actions, suits and proceedings for and on behalf
of the Receiver as may be necessary for the Receiver to carry out its duties and responsibilities
under this Order. Upon the approval of Plaintiff of the reasonable fees and expenses of such
accountant and attorneys, the Receiver shall be authorized to pay such fees and expenses as
Project Expenses, subject to any objection by Defendants within fifteen (15) days after receiving
written notice of such fees and expenses.
18.

Within ten (10) business days after the date of this Order, the Receiver is

authorized and directed to procure and maintain in full force and effect, and to pay the premiums
for, insurance policies relating to the Premises with such types of coverages, in such amounts
and issued by such companies as are specified in the Loan Documents. Each such insurance
policy obtained by the Receiver shall name the Receiver, Defendants and Plaintiff as named
insureds and Plaintiff as loss payee. Defendants and their agents shall deliver copies of the
existing insurance policies to the Receiver and are prohibited from canceling, reducing or
modifying any and all insurance coverage in existence with respect to the Premises that are in
effect as of the date of this Order until the Receiver notifies Defendants and Plaintiff that the
Receiver has obtained insurance for the Premises in accordance with this Order. Any refunds of
pre-paid insurance premiums received by any Defendant or its agents upon the cancellation of
their insurance coverage for the Premises is Project Income that shall be immediately remitted by

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Defendants to the Receiver.

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Defendants and their respective agents are prohibited from

canceling, reducing or modifying any and all insurance coverage in existence with respect to the

a.o

Premises that;n:e in effect as of the date of this Order without the consent ofthe Receiver.
19.

Defendants shall provide their tax identification numbers and any other

information requested by the Receiver in order to carry out the Receiver's duties under this
Order.
20.

The Receiver is authorized to, in accordance with and subject to applicable

law, (a) continue to utilize Defendants' or their affiliates' liquor licenses attributable to the
Premises and/or (b) transfer such liquor licenses into the Receiver's name.
21.

The Receiver is authorized to execute any documents, instruments,

contracts, purchase orders and agreements from time to time necessary to permit the Receiver to
obtain possession of and to control, use, operate, maintain, improve, manage, lease, insure,
market, preserve and protect the Defendants' Assets, including the Premises, and otherwise to
carry out the Receiver's obligations under this Order.
22.

In holding, retaining, managing, operating, preserving and protecting the

Defendants' Assets, the Receiver shall·

t/Ji be bound by ~ any existing

management agreement, any real estate listing, brokerage, sales or leasing agreement or any
other obligation contract or agreement,~)C1 tlu'lli the Leallei', existing as ofthe date of this Order
repair"p~e~ervation

or __ n 'IJ
~~
operation of the Premises and the other Defendants' Assets; \The Receiver shall not terminate ~
.
which relates to the ownership, use, leasing, management, maintenance,

r"'fi"ft.,4..a-:r fIiiiq ~

cW-

employees at the Premises in a manner that causes Plaintiff or Defendants to incur any liability
under the Worker Adjustment and Retraining Notification Act (29 U.S.C. §§ 2101 to 2109).

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23.

~8p.yilik6taf}aif1g

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anything ill this Older to the

e~ntftt1')';

Plaintiff is hereby

permitted to proceed with and exercise any and all available rights and remedies under the Loan
Documents, including, without limitation, exercising any rights it may exercise under applicable
law as holder of security title to the Premises and as a secured creditor under the Loan
Documents, under Article Nine of the Uniform ,Commercial Code in effect in the applicable
jurisdiction or under other applicable law governing such rights, by judicial or non-judicial
foreclosure, power of sale or as otherwise .provided under th~oan Documents, should Plaintiff

1:;.

so elect. Plaintiff shall notifY the Receiver

pf any

It

uc sa e or other exercise of Plaintiff s rights

andlor remedies, and the Receiver shall cooperate with Plaintiff in the consummation of any such
action or actions, including, without limitation, execution of such deeds, bills of sale and other
documents, instruments and agreements.
24.

Upon the consummation of a sale or sales of all Premises (whether by

judicial foreclosure proceedings against such Premises, non-judicial foreclosure proceedings
against such Premises or the sale of the entire Premises pursuant to this Order) by the Receiver
andlor Plaintiff, as applicable, the Receiver shall within 30 days of the sale of the last Premises
move the Court to be discharged and relieved from this Order and shall render a final report
concerning the operations of the Premises. The parties shall file any objections to the motion
and report within 45 days of the filing of such motion and report. Upon this Court's entry of an

tJ:tt f2 ~ ~ ~ ~--rJN>l.

order granting such motion, this aet-ieft shttll thef'ettpOR he t@Rfl1ft~d. dfhis Court expressly
retains continuing jurisdiction over this receivership until after the rendition of the final report by
the Receiver and the entry of an order discharging the Receiver.
The Receiver is required to submit proof of bond with the Clerk of this
~/~ otPq 000
Court in the amount of $4,7§9,998.86 within ten (10) business days of this Order. Upon the
25.

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Receiver's submission of proof of bond, the Receiver shall be authorized and empowered to
perform its duties under this order, including taking control of Defendants' Assets.
26.

In addition to the powers and instructions expressly set forth in this Order,

the Receiver shall have all of the powers of a receiver which are authorized by law to hold,
retain, manage, operate, preserve and protect the Premises and the other Defendants' Assets and
otherwise to comply with the terms ofthis Order.
IT IS FVRTHER ORDERED, that the

p.

~.

~and all perso~ a.,,...\!c.(J

entities acting in concert with any of them are hereby ENJOINED from: (a) taking any action
inconsistent with the terms of this Order; (b) interfering with the Receiver exercising its powers
and performing its duties pursuant to this Order; (c) removing, destroying, concealing or altering
any of the Defendants' Assets, specifically including, without limitation, the Project Records;
and (d) taking any action with respect to the control, use, management, preservation, repair,
maintenance, leasing, sale or operation of the Premises and the other Defendant'~ssets, except
as otherwise permitted under this Order or upon the specific request of the Receiver.
,...r£J}
SO ORDERED this .::5
day of June, 2012.

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ExhihitA

EXHIBIT A

LEGAL DESCRIPTION

(BELLEVUE)

PARCEL A:

LOT 4, CITY OF BELLEVUE SHORT PLAT NO. 85-33 RECORDED DECEMBER 3, 1986

UNDER RECORDING NO. 8612039001, IN KING COUNTY, WASHINGTON.

PARCELB:

ALL OF LOT 3 AND THAT PORTION OF LOT 1, BLOCK IV, PLAT OF CC&F 1-90

BELLEVUE BUSINESS PARK DIVISION 4, ACCORDING TO THE PLAT THEREOF,

RECORDED IN VOLUME 128 OF PLATS, PAGES 86 THROUGH 88 INCLUSIVE, IN KING

COUNTY, WASHINGTON, LYING NORTHEASTERLY OF THE FOLLOWING

DESCRmED LINE.

COMMENCING AT THE MOST NORTHERLY CORNER OF SAID LOT 1, SAID CORNER

BEING ON THE SOUTHEASTERLY MARGIN OF 156TH AVENUE SOUTHEAST;

THENCE ALONG SAID SOUTHEASTERLY MARGIN THE FOLLOWING DISTANCES;

SOUTH 37°24'18" WEST A DISTANCE OF 0.55 FEET;

SOUTH 40°38"00" WEST A DISTANCE OF 198.57 FEET TO A POINT OF CURVATURE;

THENCE SOUTHWESTERLY ALONG THE ARC OF A 1525.50 FOOT RADIUS CURVE

TO THE RIGHT THROUGH A CENTRAL ANGLE OF 4°15'39", AN ARC DISTANCE OF

113.44 FEET TO THE POINT OF BEGINNING;

THENCE LEAVING SAID SOUTHEASTERLY MARGIN SOUTH 43°54' 12" EAST A

DISTANCE OF 127.50 FEET TO THE SOUTHEASTERLY LINE OF SAID LOT 1 AND THE

TERMINUS OF SAID LINE.

(ALSO SHOWN AS LOT 3 OF CITY OF BELLEVUE BOUNDARY LINE ADJUSTMENT
NO. 85.34, RECORDED AUGUST 12, 1986 UNDER RECORDING NO. 8608129008).
PARCELC:
A SIGN EASEMENT OVER THAT PORTION OF LOT 2 BLOCK IV CC&F 1-90
BELLEVUE BUSINESS PARK DIVISION 4, ACCORDING TO THE PLAT THEREOF
RECORDED IN VOLUME 128 OF PLATS, PAGES 86 THROUGH 88, INCLUSIVE IN KING
COUNTY, WASHINGTON, DESCRmED AS FOLLOWS:
BEGINNING AT THE MOST WESTERLY CORNER OF SAID LOT 2, SAID POINT BEING
ON THE NORTHEASTERLY MARGIN OF THE FR-2 LINE OF PRIMARY STATE
HIGHWAY NO.2;

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THENCE NORTH 10°23'49" EAST 35.40 FEET ALONG THE WESTERLY LINE OF SAID

LOT 2;

THENCE SOUTH 36°02'08" EAST 24.45 FEET;

THENCE SOUTH 53°57'52" WEST 25.71 FEET TO THE POINT OF BEGINNING

PARCELD:

AN EASEMENT FOR ELECTRICAL LINES 5 FEET IN WlDTH OVER LOT 2, BLOCK N,

CC&F 1-90 BELLEVUE BUSINESS PARK DNISION 4, ACCORDING TO THE PLAT

THEREOF RECORDED IN VOLUME 128 OF PLATS PAGES 86 THROUGH 88

INCLUSNE IN KING COUNTY, WASHINGTON, HAVING THE ENTIRE FEET OF SUCH

WIDTH LYING TO THE LEFT' OF THE FOLLOWING DESCRIBED LINE:

BEGINNING AT THE MOST NORTHERLY CORNER OF SAID LOT 2;

THENCE ALONG THE NORTHERLY LINE OF SAID LOT 2 THE FOLLOWING

COURSES:

1. SOUTH 46°05'48" WEST 3.00 FEET;
2. SOUTH 06°41 '34" WEST 71.65 FEET;
3. SOUTH 53°57'53" WEST 142.78 FEET;
4. NORTH 42°08'56" WEST 150.86 FEET TO THE SOUTHEASTERLY MARGIN OF 156TH
AVENUE SOUTHEAST;

THENCE SOUTH 53°57'52" WEST 171.07 FEET ALONG SAID SOUTHEASTERLY

MARGIN TO THE TERMINUS OF SAID LINE.

THE SIDELINES OF THIS EASEMENT SHALL BE SHORTENED OR LENGTHENED AS

NECESSARY TO INTERSECT THE NORTHEASTERLY LINE OF SAID LOT 2.

PARCELE:

A SANITARY SEWER EASEMENT 10 FEET IN WIDTH OVER LOT 2, BLOCK N, CC&F

1-90 BELLEVUE BUSINESS PARK DNISION 4, ACCORDING TO THE PLAT THEREOF,

RECORDED IN VOLUME 128 OF PLATS. PAGES 86 THROUGH 88, INCLUSNE, IN

KING COUNTY, WASHINGTON HAVING 5 FEET OF SUCH WIDrn LYING ON EACH

SIDE OF THE FOLLOWING DESCRIBED EASEMENT CENTERLINE.

COMMENCING AT THE MOST NORTHEASTERLY CORNER OF THE ABOVE­

DESCRffiED PARCEL;

THENCE NORTH 49°32'19" WEST 36.87 FEET ALONG THE NORTH LINE OF THE

ABOVE-DESCRIBED PARCEL TO THE TRUE POINT OF BEGINNING FOR THIS

EASEMENT;

THENCE SOUTH 03°41 '44" EAST 29.25 FEET;

THENCE SOUTH 42°23'40" WEST 400.00 FEET;

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THENCE SOUTH 15°32'47" WEST 39.26 FEET TO THE NORTHERLY MARGIN OF
EASTGATE WAY AND THE TERMINUS OF SAID EASEMENT CENTERLINE.
THE SIDELINES OF THIS EASEMENT SHALL BE SHORTENED OR LENGTHENED AS
NECESSARY TO INTERSECT AT ANGLE POINTS AND THE BOUNDARY LINE OF THE
DESCRIBED PARCEL.
PARCELF:
A NON-EXCLUSIVE PARKING EASEMENT AS CREATED BY RECIPROCAL PARKING
AND EASEMENT AGREEMENT RECORDED FEBRUARY 10, 1989 UNDER RECORDING
NUMBER 8902101139, IN KING COUNTY, WASHINGTON.

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EXHIBIT A CONTINUED
LEGAL DESCRIPTION
(BLUE ASH)

Situate in the City of Blue Ash, County of Hamilton, and State of Ohio, in Section 17, Town 4,
Enure Range 1, Sycamore TO'WIlship, and being part of Lot Number 14 of the Re:rubdivision of
Prudential Business Park, Section 3, as recorded in Plat Book 262, Pages 30 and 31 of the
Hamilton County, Ohio Records, and being more particularly described as follows:

Commencing at the intersection of the centerlines ofReed Hartman Highway and Lake Forest
Drive, thenoe North 100 22' 24" West, 75.00 feet; thence leaving said centerlines, South 7fJO 37'
36" West, 35.00 feet to a point in the westerly right of way line ofReed Hartman Highway and
the real point ofbeginning
Thence in a southwesterly direction on a curve to the right having a radius of35.00 feet, an arc
length of 54.98 feet, a chord length of49.50 feet and a chord bearing'ofSouth 349 37' 36" West,
thence along the northerly right ofway line of Lake Forest Drive, South 79° 37'36" West 146.50
feet; thence South 78° 441 43" West 325.04 feet; thence South 79° 371 36" West 128.50 feet;
thence leaving the North right ofway Hne of Lake Forest Drive in a northwesterly direction on a
curve to the right having a radius of35.00 feet, an arc length of 54.98 feet, a chord length of
49.50 feet, and a chord bearing ofNorth 55° 22' 24" West, thence along the easterly right of way
line of Ashview Place (formerly Woodview Drive) North 10° 22' 241i West 351.32 feet; thence in
a northwesterly direction on a curve to the left having a radius of231.04 feet, an arc length of
14.39 feet, a ohord length of 14.39 feet and a chord bearing of North 12° 09' 28" West; thence
leaving the easterly right of way line ofAshview Place, North 79° 08' 7" East 670.47 feet to a
point in the westerly ri.ght of way line, SOllth tOo 22' 24" East 366.29 feet to the said rea) point of
beginning.

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EXHIBIT A CONTINUED
LEGAL DESCRIPTION
(COLORADO SPRINGS)

Lot 1, a Resubdivision of Monument Creek Commerce Center, together and along

with a portion of a replat of Commerce Center Drive, according to the plat thereof

recorded in Plat Book Y-3 at Page 33,

County ofEl Paso, State of Colorado described as follows:

Beginning at the most Southeasterly corner ofsaid Lot 1, which point is also on

the Westerly right-of-way of existing Commerce Center Drive:

(lbe next four courses will be along the Westerly and Northerly right-of-way of

said Commerce Center Drive)

1.) NOOo34'40"Wa distance of65.89 feet (plat), NOO032'04"W a distance of
65.92 feet (measured);
2.) Thence along the arc of a curve to the right a distance of 412.46 feet, said
curve having a radius of261.00 feet, a central angle of90032'41'' and
whose chord bears N44°41 '41"E a distance of370.86 feet;
3.) Thence N89°58'OI "E a distance of 129.57 feet;
4.) Thence along the arc of a curve to the left a distance of 192.67 feet, to the
Westerly right-of-way of Colorado Interstate No. 25, as recorded in Book
1778 at Page 90 of the EI Paso County records, said curve having a radius
of203.67 feet, a central angle of54°12'04" and whose chord bears
N62°51'59"E a distance of 185.57 feet;
Thence NOI °06'40"W a distance of 109.31 feet;

Thence N08°52'40''W a distance of 140.17 feet;

Thence N89°29'19''W a distance of 666.89 feet (plat), N89°28'S8"W a distance

of 666.66 feet (measured);

Thence S60055' 45''W a distance of 410.92 feet (plat), 860°56' 12"W a distance of

411.15 feet (measured);

Thence SOOo46'19"E a distance of211.54 feet;

Thence S22°48'21''W a distance of71.30 feet;

Thence N88°53 '20"E a distance of 175,05 feet;

Thence NOl Q06'40"W a distance of342.31 feet (plat), N01°06'24''W a distance

of 342.42 feet (measured);

Q
Q
Thence N60 55'45"E a distance of249.54 feet (plat), N60 56'11"E a distance of
249.58 feet (measured);

Thence S89°29'19"E a distance of7S.46 feet (plat), S89°24'46"E a distance of

75.49 feet (measured);

Thence SOl°06'40"E a distance of 657.82 feet (measured & plat);

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Thence N89°25'2(y'E a distance of44.87 feet (plat), N89°27'34"E a distance of
44.82 feet (measured) to the Point of Beginning.

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EXIDBIT A CONTINUED
LEGAL DESCRIPTION
(DENVER)

Parcel A:

A part ofthe Southwest ~ of Section 33, Township 4 South, Range 67 West of

the 6th P.M., City and County ofDenver, State of Colorado more particularly

described as follows:

Commencing at the Southwest comer of said Southwest ~;

Thence Northerly along the West line of said Southwest ~ 262.5 feet (record)

262.13 feet (measured) to a No.5 rebar, (record) (chiseled "X"-surveyed), also

being the Point of Beginning;

Thence on an angle to the right of89°58'43" (record) 89°55'54" (surveyed) and

parallel to the South line of said Southwest JA, 225.00 feet (record) 225.24 feet

(measured) to a No.5 rebar;

Thence on an angle to the left of 89°58'43" (record) 90°31 '26" (surveyed) a

distance of30.00 feet (record) 29.92 feet (measured) to a No.5 rebar;

Thence on an angle to the right of89°58'43" (record) 90°44'36" (surveyed) a

distance of 141.15 feet (record) 141.26 feet (measured) to a No.5 rebar;

Thence on an angle to the left of 108°57' 15" (record) 108°58 '32" (surveyed)

449.24 feet (record) 449.38 feet (measured) to a chiseled "X" in gutter;

Thence on an angle to the left of 44°01'28" (record) 43°55'56" (surveyed) a

distance of246.99 feet (record) 246.55 feet (measured) to a No.5 rebar on the

West line of said Southwest ~;

Thence on an angle to the left of 117°00'00" (record) 117°02'31" (surveyed) and

along said West line, 567.11 feet (record) 567.23 feet (measured) to the Point of

Beginning,

City and County of Denver, State of Colorado.

Parcel B:

A part of the Southwest JA of Section 33, Township 4 South, Range 67 West of

the 6th P.M., more particularly described as follows:

Commencing at the Southwest comer of said Section;

Thence Northerly along the West line of said Section 262.50 feet;

Thence on an angle to the right of89°58'43" a distance of239.95 feet;

Thence on an angle to the right of 90°0 1' 17" a distance of 189.13 feet to the

N ortherl y right of way of East Hampden A venue;

Thence on an angle to the left of 81 °29'20" and along said Northerly right of way

22.73 feet;

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Thence on an angle to the left of 08°31 '56" and along said right of way 265.47

feet;

Thence on an angle to the left of 90°00'00" a distance of 50.41 feet;

Thence on an angle to the left of 18°57'15" a distance of95.00 feet;

Thence on an angle to the left of38°35'00" a distance of 102.15 feet to a point of

curve;

Thence along a tangent curve to the right having a radius of 125.00 feet, a central

angle of 22°04'21" a distance of48.16 feet to the Point of Beginning;

Thence continuing along said curve to the right having radius of 125.QO feet, a

central angle of 16°30'39", 36.02 feet to a point of tangent;

Thence along said tangent to the right of 377.20 feet to a point ofcurve;

Thence along said tangent curve to the left having a radius of70.00 feet, a central

angle of 23°54'32" (record) 24°16'20" (surveyed) a distance of29.21 feet

(record) 29.65 feet (measured);

Thence on an angle to the left of 156°05'28" (record) 155°56' 52" (surveyed) a

distance of 443.11 feet (record) 443.74 feet (measured);

Thence on an angle to the left of 87°35'59" (record) 87°59'34" (surveyed) a

distance of9.23 feet (record) 9.08 feet (measured);

Thence on an angle to the left of 53°34'23" (record) 53°07'58" (surveyed) a

distance of3.09 feet to the Point of Beginning,

City and County of Denver, State of Colorado.

Parcel C:

The non-exclusive easement rights created by the Reciprocal Easement

Agreement recorded June 19, 1980 in Book 2175 at Page 499, as amended August

20, 1980 in Book 2212 at Page 622 and May 11, 1984 in Book 3095 at Page 544,

re-recorded June 6, 1984 in Book 3116 at Page 347,

City and County of Denver, State of Colorado.

Parcel D:

The easement rights contained in the Reciprocal Easement Agreement recorded

September 11, 1974 in Book 943 at Page 167,

City and County of Denver, State of Colorado.

Parcel E:

The easement rights contained in the Reciprocal Easement Agreement recorded

December 18, 1975 in Book 1170 at Page 679, as amended June 19, 1980 in Book

2175 at Page 481.

City and County of Denver, State of Colorado.

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EXHIBIT A CONTINUED
LEGAL DESCRIPTION
(ELPASO)
PARCEL 1:
Three parcels of land, being portions of Lots 11 anti 12, Block 2, COMMERCE PARK., an
addition to the City ofEl Paso, El Paso County, Texas, according to map or plat thereofreeorded
in Volume 26, Page 11, Real Property Records ofEl Paso County, Texas; and a portion of Lot 1,
Block 1, BASSETT COMMERCIAL CO~LEX UNIT I, an addition to the City ofEl Paso, El
Paso County, Texas, according to the Plat thereof on file in Volume 18, Page 44, Real Property
Records of EI Paso County, Texas; being more particularly described by Metes and Bounds in
Exhibit "A-I", attached hereto and made a part hereof.
PARCEL 2:
Easement Rights pursuant to that certain joint use easement filed in Volume 438, Page 16, Real
Property Records of El Paso County, Texas, between Surety Savings and Loan Association and
R. E. Welch and Bates Belk in Volume 654, Page 701; refiled in Volume 688, Page 659 and
Volume 688, Page 669, Real Property Records ofEI Paso County, Texas; transfer of all interest
from Mutual Savings Association ofEI Paso to Hometels ofEl Paso, Inc. and Western Savings
and Loan Association in Volume 758, Page 1006; and said joint used agreement modified in
Volume 691, Page 293, Real Property Records of E1 Paso County, Texas and transfer of interest
from EI Paso Hometel Associates, Ltd. to EI Paso Hotel Associated filed in Volume 2602, Page
1168, Real Property Records ofEI Paso County, Texas, covering two parcels of of Lot 1, Block
1, BASSETT COMMERClAL COMPLEX UNIT 1, an addition to the City ofEI Paso, EI Paso
County, Texas.
PARCEL 3:
The non-exclusive rights for parking and driveway use pursuant to that certain Declaration
Judgement and permanent injunction dated October 5, 1979, out of Cause No. 77-2552, styled
Steven Restaurant, Inc. (Plaintiff) vs. Hometels of EI Paso, Inc. (Defendant and Third Party
Plaintiff) vs. Bates M. Beck and R. E. Welch (Third Party Plaintiffs).

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Metes and Bounds Description
All that certain tract or parcel ofland, containing 2.5503 acres and lying within the corporate
limits of the City of EI Paso, El Paso County, Texas, same being a portion of Lots II and 12,
block 2, Commerce Park, an addition in the City ofEI Paso, according to the plat thereof
recorded in Book 26, Page II; Lot I, block I, Bassett Commercial Complex, Unit One, an
addition to the City ofEI Paso, according to the plat thereof recorded in Book 22, Page 33 of the
Plat Records ofEI Paso County, Texas, same being that certain tract described as three parcels in
deed to Hometels ofEI Paso, Inc., of record in Book 748, Page 895, of the Deed Records ofEl
Paso County, Texas, and being a portion of that certain called 0.406 acre tract described in a
Correction Warranty Deed from La Quinta- EI Paso, LTD., to Surety Savings and Loan
Association, ofrecord in Book 444, Page 2094, of the Deed Records ofEI Paso County, Texas,
and also being more particularly described as four parcels by metes and bounds as follows:
PARCEL I:
BEGINNING at an "x" found cut on a concrete curb for the northwest corner of Parcell of said
Hometel Tract, same being on the south right-of-way of U.S. Interstate No. 10;
THENCE South 83° 31' 32" East, with the south right-of-way of said U.S. Interstate 10, a
distance of 216.12 feet to a \6 inch rebar found marking the northeast corner of said Parcel I,
same being the northwest corner of said 0.406 acre tract, and also being the northeast corner of
that certain 25 foot Joint Use Easement between Surety Savings and Loan Association and R. T.
Welch, et al, of record in Book 438, Page 0016 ofthe Deed Records ofE] Paso County, Texas;
THENCE, South 09° 33' 20" East, wide the west line of said 0.406 acre tract, at 214.85 feet pass
a \6-inch rebar found marking its southwest comer, continuing with the west line of that certain
3.518 acre tra<.1 described in a Correction Warranty Deed from Phillips Petroleum Company to
La Quinta-EI Paso, Ltd., of record in Book 411, Page 1553 of the Deed Records ofEI Paso
County, Texas in all a distance of 399.54 feet to a Bridge Nail found in a wall for the southeast
corner of said Parcel I;
THENCE, North 83° 31' 32" West with the south line of said Parcell, at 44.45 feet pass a \6­
inch rebar found marking the northeast comer of Parcel 3 of said Hometel tract, continuing with
the north line of said Parcel 3, in all a distance of 294.41 feet to a Yz inch rebar with plastic cap
set for the easternmost southwest comer of said Parcel I, same being the northwest corner of said
Parcel 3;
THENCE, North 06° 28' 28" East, a distance of 164.00 feet to a Yz-inch rebar found marking an
interior comer of said Parcell;
THENCE, North 83° 31' 32" West, a distance of32.00 feet to a Yz-inch rebar found marking the
northernmost southwest corner of said parcell;

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THENCE, North 06° 28' 28" East, a distance of220.00 feet to the POINT OF BEGINNING and
containing 2.271 acres (98,927 square feet) of land.
PARCEL 2:
BEGINNING at a point on the southerly right of way line of U.S. Interstate Highway 10
(gateway East) and located South 83° 31' 32" East, a distance of270.54 feet from the Northeast;
comer of Lot 11, Block 2, COMMERCE PARK SUBDIVISION same being the North~,t ':,;'f;X; ~
comer ofsaid COMMERCIE PARK. SUBDIVISION; in the City ofE1 Paso, El Paso G9~1iy,D.
Texas;
,. ..
THENCE South 83° 31' 32" East along said right of way line a distance of 2.16 feet;

THENCE North 88° 27' 34" East continuing along said right of way line a distance of 11.57 feet;

THENCE South 09° 33' 20" East a distance of20.425 feet;

THENCE South 48° 39' 40" West a distance of 15.92 feet;

THENCE North 09° 33' 20" West a distance of214.85 feet to the POINT OF BEGINNING and

containing 2834.13 square feet equal to 0.065 acre.

PARCEL 3:

BEGINNING at an ill inch rebar found marking the easternmost southwest comer ofsaid Parcel

1, same being the northwest comer of said Parcel 3;

THENCE, South 83° 31' 32" East, with the south line of said Parcell, a distance of 250.00 feet
to a 'V2-inch rebar found marking the northeast corner of said Parcel 3;
THENCE, South 06° 28' 28" West, with the west line ofsaid Parcel 3, a distance of20.00 feet to
a 'V2-inch rebar found for comer;
THENCE, North 83° 31' 31" West, with the south line ofsaid Parcel 3, a distance of250.00 feet
to a 'V2-inch rebar found for comer;
THENCE, North 06° 28' 28" East, with the west line ofsaid Parcel 3, distance of20.00 feet to
the POINT OF BEGINNING and containing 0.115 acres (5,000 square feet) ofland.

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EXIDBIT A CONTINUED
LEGAL DESCRIPTION
(LIVONIA)
PARCELl:

Stllfl iPCi -'f\ ~l Qltu (J

.

IJ.. vcnlCL \CfUV\hiri- Il \{fuV\e l ~bt \{ fV\\l~

AP
K~t'OF LAND BEING A PART OF THE SOtfTHWES't il40F SECTION 6, TOWN 1

SOUTH, RANGE 9 EAST, CITY OF LIVONIA, WAYNE COUNTY, MICHIGAN,

DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTH 114 CORNER OF SECTION

6, TOWN 1 SOUTH, RANGE 9 EAST, MICHIGAN, AND PROCEEDING THENCE NORTH

88° 03' 03" EAST, 791.00 FEET ALONG THE SOUTH LINE OF SECTION 6; THENCE

NORTH 01° 56' 57" WEST, 100.00 FEET TO THE EASTERLYRIGHT-OF·WAY LINE OF

THE INTERSTATE 1-275 FREEWAY; THENCE ALONG SAID RIGHT·OF·WAY LINE THE

FOLLOWING EIGHT COURSES AND DISTANCES; NORTH 46° 56' 57" WEST, 176.78

FEET AND NORTH 01° 56' 57" WEST, 182.04 FEET AND NORTH 28° 18' 53" WEST,

214.08 FEET AND NORTH 54° 41' 00" WEST 521.20 FEET AND NORTH 45° 10' 07" WEST,
245.79 FEET AND NORTH 26'" 08' 28" WEST, 245,79 FEET AND NORTH 16° 35' 10" WEST
369.12 FEET AND 225.69 FEET ALONG THE ARC OF A NON· TANGENT CURVE TO

THE LEFT, HAVING A RADIUS OF 5963.58 FEET, PASSING THROUGH A CENTRAL

ANGLE OF 02° 10' 06", WITH A LONG CHORD BEARING OF NORTH 19° 02' 26" WEST,

225.68 FEET TO A POINT ON THE CURVE, SAID POINT BEING THE POINT OF

BEGINNING; CONTINUING THENCE 325.15 FEET ALONG THE ARC OF THE NON·

TANGENT CURVE TO THE LEFT, HAVING A RADIUS OF 5963.58 FEET, PASSING

THROUGH A CENTRAL ANGLE OF 03° 07' 26", WITH A LONG CHORD BEARING OF

NORTH 21° 41' 12" WEST, 325.11 FEET TO A POINT ON THE CURVE; THENCE NORTH

87° 31' 43" EAST, 792.66 FEET TO A POINT ON A CURVE ON THE WESTERLY RIGHT·

OF-WAY LINE OF VICTOR PARKWAY (VARIABLE WIDTH); THENCE ALONG SAID

RIGHT-OF-WAY LINE 29.41 FEET ALONG THE ARC OF A CURVE TO THE RIGHT,

HAVING A RADIUS OF 1604.82 FEET, PASSING THROUGH A CENTRAL ANGLE OF

01° 03' 00", WITH A LONG CHORD BEARING OF SOUTH 02° 52' 38" EAST, 29.41 FEET

AND SOUTH 02° 21' 08" EAST, 250.18 FEET; AND 27.42 FEET ALONG THE ARC OF A

CURVE TO THE LEFT, HAVING A RADIUS OF 550.00 FEET, PASSING THROUGH A

CENTRAL ANGLE OF 02° 51' 24", WITH A LONG CHORD BEARING OF SOUTH 03° 46'

50" EAST 27.42 FEET TO A POINT ON THE CURVE; THENCE SOUTH 87° 31' 43" WEST

685.97 FEET TO THE POINT OF BEGINNING.
PARCEL II:
A NON-EXCLUSIVE EASEMENT FOR PURPOSES OF INGRESS AND EGRESS

CREATED AND GRANTED AS AN APPURTENANCE TO PARCEL I ABOVE AND

CREATED, DEFINED, AND SUBJECT TO THE TERMS AND CONDITIONS OF AND

LIMITED BY THAT CERTAIN ACCESS EASEMENT AGREEMENT BY, BE1WEEN AND

EXECUTED BY VICTOR CORPORATE LAND INVESTMENT PARTNERSHIP, A

MICHIGAN CO-PARTNERSHIP AND LIVONIA HOTEL ASSOCIATES, AN ILLINOIS

GENERAL PARTNERSHIP, DATED OCrOBER 5, 1988, RECORDED OCTOBER 7, 1988,
IN LIBER 23915, PAGE 678, WAYNE COUNTY RECORDS.

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EXHIBIT A CONTINUED
LEGAL DESCRIPTION
(LYNNWOOD)

PARCEL A:
PARCEL 3 OF THAT CERTAIN BINDING SITE PLAN SURVEY RECORDED FEBRUARY
21,1991, UNDER RECORDING NO. 9102215001, SNOHOMISH COUNTY,
WASHINGTON;
PARCELB:
A NON-EXCLUSIVE EASEMENT FOR INGRESS, EGRESS AND UTILITIES OVER AND
ACROSS TRACT B OF SAID SURVEY AS ESTABLISHED BY DECLARATION OF
EASEMENT RECORDED JANUARY 15, 1991 UNDER RECORDING NO. 9101150181, IN
SNOHOMISH COUNTY, WASHINGTON.
PARCELC:
A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS OVER AND UPON THE
COMMON AREA AS ESTABLISHED AND DESCRIBED IN DECLARATION OF
PROTECTIVE COVENANTS, CONDITIONS, EASEMENTS AND RESTRICTIONS
RECORDED FEBRUARY 25,1991 UNDER RECORDING NO. 9102250309, AND AS
AMENDED BY INSTRUMENT RECORDED APRIL 23, 1992 UNDER RECORDING NO.
9204230640 AND BY INSTRUMENT RECORDED JUNE 25, 1992 UNDER RECORDING
NO. 9206250231, IN SNOHOMISH COUNTY, WASHINGTON.
PARCEL D:
A NON-EXCLUSIVE EASEMENT FOR PARKING NON COMMERCIAL AUTOMOBILES
AND PEDESTRIAN AND VEHICULAR ACCESS ON A PORTION OF PARCEL 2 OF SAID
BINDING SITE PLAN RECORDED FEBRUARY 21, 1991 UNDER RECORDING NO.
9102215001, AS ESTABLISHED BY RECIPROCAL PARKING AND EASEMENT
AGREEMENT RECORDED FEBRUARY 25,1991 UNDER RECORDING NO. 9102250317,
IN SNOHOMISH COUNTY, WASHINGTON.

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EXHIBIT A CONTINUED
LEGAL DESCRIPTION
(pORTLAND)
PARCELl:
A tract ofland over a portion of the West half of Section 26, Township 1 South, Range 1 West,
of the Willamette Meridian, in the City ofTigard, County ofWashington and State of Oregon,
being more particularly described as follows:
Commencing at a point on the West line ofthat tract as described in deed recorded in Book 865,
page 195, which bears North 00°12'03" East 300.85 feet from the most Westerly Northwest
comer of that certain tract of land described in Book 576, page 196 of said Deed Records; thence
North 00°19'18" East 354.78 feet and North 88°21 '33" West 46.01 feetto the true point of
beginning; thence North 89°28 157" West 511.23 feet; thence North 29°47'18" East 71.55 feet to a
point of curvature; thence 105.00 feet along the arc of a 130.00 foot radius curve to the left
through a central angle of46°16'33" (the long chord of which bears North 06°39'01" East 102.17
feet); thence leaving said curve and a radius bearing North 73°30'45" East 121.14 feet; thence
North 32°53 132" East 300.00 feet to the intersection ofSW Hall Blvd., (County Road No. 1165)
being 45.00 feet from the center line of said SW Hall Blvd.; thence along the Southerly line of
said SW Hall Blvd., South 56°48'] 7" East 102.37 feet to a point of curvature; thence 120.69 feet
along the arc of a 909.93 foot radius curve to the right through a central angle of 07°30'10"
(07°36'58" record) (the long chord of which bears South 52°59'48" East 120.60 feet); thence
leaving said SW Hall Blvd., South 01°16'28" East 209.33 feet; thence South 00°19'18" West
117.63 feet to the true point of beginning.
EXCEPTING THEREFROM that portion ofsaid land as described in Donation Deed to the State
of Oregon, by and through its Department ofTransportation, Highway Division, recorded on
August 25, 1989 as Fee No. 89-39678, which lies within the above described tract.
PARCEL II:
A tract of land over a portion of the West half of Section 26, Township 1 South, Range 1 West,
of the Willamette Meridian, in the City of Tigard, County of Washington and State of Oregon,
being more particularly described as follows:
Commencing at a point on the West line of that tract as described in deed recorded in Book 865,
page 195, which bears North 00°12'03" East 300.85 feet from the most Westerly Northwest
corner of that certain tract ofland described in Book 576, page 196, said Deed Records; thence
North 00°19'18" East 656.11 feet to the Southerly line of SW Hall Blvd. (County Road No.
1165); thence along the Southerly line ofSW Hall Blvd., as follows: North 46°19'48" West
(46°19'50 11 West record) 8.78 feet to a point of curvature; thence 169.09 feet along the arc ofa
924.93 foot radius curve to the left through a central angle of 10°28'27" (the long chord of which
bears North 51°34'03" West 168.85 feet) to a point of tangency; thence North 56°48'17" West
102.37 feet; thence South 32°53'32" West 15.00 feet to the true point of beginning; thence

continUing from the true point of beginning along the Southerly line of said SW Hall Blvd.,

North 56°48'1711 West 177.08 feet (177.00 feet record); thence leaving said SW Hall Blvd.,

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South 32°53'3211 West 342.17 feet to the intersection of 150.00 foot radius curve; thence 17.04
feet along the arc of said 150.00 foot radius curve to the left through a central angle of 06°30'27"
(the long chord of which bears North 65°31 '34" West 17.03 feet) to a point of reverse curvature;
thence 78.54 feet along the arc of a 50.00 foot radius curve to the right through a central angle of
90°00'00" (the long chord of which bears North 23°46'37" West 70.71 feet); thence North
68°46'37" West 20.00 feet; thence 109.96 feet along the arc of a 70.00 foot radius curve to the
left through a central angle of 90°00'00" (the long chord of which bears South 23°46'37" East
98.99 feet) to a point of reverse curvature; thence 118.64 feet along the arc of a 130.00 foot

radius curve to the right through a central angle of 52°17'22" (the long chord of which bears

South 42°37'56" East 114.57 feet); thence leaving said curve radially North 73°30'45" East

121.14 feet; thence North 32°53'32" East 300.00 feet to the true point ofbeginning.
EXCEPTING THEREFROM that portion of said land as described in Donation Deed to the State
of Oregon, by and through its Department ofTransportation, Highway Division, recorded on
August 25, 1989 as Fee No. 89-39678, which lies within the above described tract.
PARCEL III (Access Road No.1):
An easement as created by document recorded December 27, 1985 as Fee No. 85051371 for
ingress and egress over the following described property:
A tract ofland located in the West half of Section 26, Township 1 South, Range 1 West, of the
Willamette Meridian, in the City of Tigard, County of Washington and State of Oregon, being
more particularly described as follows:
Beginning at a point in the Easterly Hne ofSW Scholls Ferry Road which point is located 30.00
feet left of State Highway Engineer's Station S.F.B. 16+39.68; thence South 21 °13'23" West
105.00 feet; thence leaving SW Scholls Ferry Road, South 68°46'37" East 82.00 feet to a point of
curvature; thence 163.43 feet along the arc of a 95.00 foot radius curve to the right through a
central angle of98°33'55" (the long chord of which bears South 19°29'40" East 144.01 feet) to a
point of tangency; thence South 29°47'18" West 183.33 feet to a point of curvature; thence 42.64
feet along the arc of a 30.00 foot radius curve to the right through a central angle of 81 °26'05 11
(the long chord of which bears South 70°30'21" West 39.14 feet) to a point of tangency; thence
North 68°46'37" West 84.75 feet to a point on said SW Scholls Ferry Road; thence South
19°56'18" West 57.63 feet; thence South 88°32'13" East 45.77 feet; thence South 34°52'00" East
46.58 feet; thence South 88°30'08" East 78.60 feet to the intersection of a curve; thence 123.82
feet along the arc of a 445.00 foot radius curve to the right through a central angle of 15°56'32"
(the long chord of which bears North 21 °49 103" East 123.41 feet) to a point of tangency; thence
North 29°47'18" East 121.15 feetto a point of curvature; thence 223.64 feet along the arc of
130.00 foot radius curve to the left through a central angle of 98°33'55" (the long chord of which
bears North 19°29'40" West 197.06 feet) to a point of reverse curvature; thence 109.96 feet along
the arc of a 70.00 foot radius curve to the right through a central angle of 90°00'00" (the long
chord of which bears North 23°46'37 1' West 98.99 feet); thence North 68°46'37" West 12.00 feet
to the point of beginning.
PARCEL IV (Access Road No.2):

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An easement as created by document recorded December 27,1985 as Recorder's Fee No.
85051370 for ingress and egress over the following described property:
A tract ofland over a portion of the West half of Section 26, Township 1 South, Range 1 West,
of the Wil1amette Meridian, in the City of Tigard, County of Washington and State of Oregon,
being more particu1arly described as follows:
Commencing at a point on the East line of that tract as described in deed recorded in Book 999,
page 398, which bears North 00°12'03" East 300.85 feet from the most Westerly Northwest
comer of that certain tract ofland described in Book 576, page 196 of said Deed Records; thence
North 00°19'18" East 150.14 feet to the true point of beginning; thence North 88°21'33" West
46.01 feet; thence North 00°19'18" East 322.27 feet to a 5/8 inch iron rod; thence North
01 °16'28" West 229.38 feet to a 5/8 inch iron rod on the Southerly line of SW Hall Blvd., also
being the intersection of curve; thence along the Southerly line of said SW Hall Blvd. and 61.38
feet along the arc ofa 924.93 foot radius curve to the right through a central angle of03°48'08"
(the 10ng chord of which bears South 48°13'53" East 61.37 feet) to a point oftangency; thence
South 46°19'48" East 8.78 feet; thence leaving SWHall Blvd., South 00°19'18" West 505.97 feet
to the true point of beginning.
EXCEPTING THEREFROM those portions of said land as described in Donation Deeds to the
State of Oregon, by and through its Department ofTransportation, Highway Division, recorded
July 25, 1988 as Fee No. 88-32281 and recorded August 25, 1989 as Fee No. 89-39678, which
lie within the above described tract.
PARCEL V:
A sign easement as created by document recorded December 27, 1985 as Fee No. 85051373 over
the following described property:
A tract ofland situated in the Southwest quarter of Section 26, Township 1 South, Range 1 West,
of the Willamette Meridian, in the City ofTigard, County of Washington and State of Oregon,
more particularly described as follows:
Beginning at a point of intersection ofthe Easterly right ofway line of Beaverton-Tigard
Freeway and the North line of that tract of land granted to Gust Olson by deed recorded March 2,
1892 in Book 33, page 334, Deed Records ofWashington County; thence North 19°19'29" East
14.23 feet; thence North 0°41'08" East 671.46 feet; thence Northeasterly along the arc ofa
tangent 500.00 foot radius curve to the right 129.18 feet through a central angle of 14°48'09";
thence North 88°21 '11" West 13.46 feet; thence North 34°47'25" West 46.50 feet; thence North
88°45'53" West 45.82 feet to a point on the East line ofSW Scholls Ferry Road; thence North
19°56'09" East 57.62 feet to the true point of beginning; thence South 68°45'35" East 84.68 feet
to a point of curvature; thence Northeasterly along the arc of a tangent 30.00 foot radius curve to
the left 42.64 feet through a central angle of 81 °26'05"; thence tangent to said curve North
29°48'20" East 183.33 feet to a point of curvature; thence Northwesterly along the arc of tangent
95.00 foot radius curve to the left 163.43 feet through a central angle of98°33'55"; thence

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tangent to said curve North 68Q4~35" West 82.00 feet to a point on the East line ofSW SclloDs
Ferry Road; thence Southwesterly along the East line ofSW SchoUs Ferry Road to the truo point
ofbeginning.

PARCEL VI:
An easement fur parking. ingress and egress over the land described therein pursuaot to the terms
and provisions thereof as granted in that certain Reciprocal Pmt.ing, Ingress and Egress
.Basement Agreement recorded December 27. 1985 as Fee No. 85051374 as modified by
document recotded January 3, 1990 as Fee No. 90-00345 and as further modified by Chat certain
.Amended and Restated Reciprocal Access Basement recorded July 30, 2002 as Pee No. 2002­
086867.
PARCBLVll:

An easement for parking. ingress and egress over the land described therein pur:suant to the tenus
aod provisions thereof as granted in that oortsin Reciprocal Parkb1& Ingress and Egress
Basement Agreementreoorded Ilecember27. 1985 as Pee No. 85051375 as modified by
document recorded January 3, 1990 as Fee No. 90-00345 and as further modified by that certain

Amended and Restated Reciprocal Access Easement recorded 1uly 30, 2002 as Fee No. 2002­
086867.

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Exhibit B
Receivership Compensation

Monthly Receiver's Fee:
The Receiver shall receive a monthly receivership administration fee equal to 0.5% of Gross
Revenues for such month paid in arrears. As used in this Exhibit B, the term "Gross Revenues"
shall mean all rents, revenues, income and receipts (less any credits or refunds) of every kind from
the Premises as determined in accordance with the Uniform System of Accounts for the Lodging
Industry and with GAAP, but shall exclude revenue derived from (a) proceeds of claims on
account of insurance policies; (b) abatement of taxes; (c) awards arising out of takings by eminent
domain or (d) discounts and dividends on insurance policies.
Monthly Hotel Management Fee:
The Receiver's property manager, Crescent Hotels, shall receive a monthly hotel management fee
equal to 1.9% of Gross Revenues for such month paid in arrears.
Disposition Fee:
Upon the complete liquidation of Defendants' Assets (by sale through the receivership, foreclosure
or otherwise) the Receiver shall be entitled to a disposition fee in an amount equal to .25% of the
difference between:
(a)
the gross sales proceeds received by Plaintiff from the disposition of the Premises
less all amounts advanced by Plaintiff for the repair and/or improvement of the Premises
(including, without limitation, amounts advanced to (x) comply with obligations under the
Premises' franchise agreements and (y) address deferred maintenance items) that are in excess of
normal and customary FF&E Reserve items or typical repairs and maintenance expenses first
arising after the date of this Order (the "Aggregate Sales Proceeds"); and
(b)
the aggregate appraised value (on an "As Is" basis) of the Premises as established
by the appraisals obtained by Plaintiff prior to the commencement of this action (the "Aggregate
Appraised Value").
In no event shall the disposition fee paid to the Receiver exceed $500,000.
In the event that (i) the receivership is terminated prior to the complete liquidation of Defendants'
Assets, for any reason whatsoever, or (ii) the Aggregate Sales Proceeds do not exceed the
Aggregate Appraised Value, then the Receiver shall not be entitled to a disposition fee.

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