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HomeMy WebLinkAboutPZ - Deed Branch :TAD,User:SBAL Comment: Station Id:BS9V ADA COUNTY RECORDER Trent Tripple 2023-068191 BOISE IDAHO Pgs=36 ANGIE STEELE 12/06/2023 04:03 PM UPON RECORDATION RETURN TO: FIRST AMERICAN TITLE AND ESCROW COMPANY $63.00 U.S.Bank National Association Commercial Banking-Ralph Williams ELECrRONICALLY RECORDED-DO NOT 428 Riverside Ave REMOVE THE COUNTY STAMPED FIRST PAGE AS IT IS NOW INCORPORATED AS Spokane,WA 99201 PART OF THE ORIGINAL DOCUMENT. BVB TEN MILE CROSSING ANNEX,LLC, an Idaho limited liability company, DWT INVESTMENTS LLC, an Idaho limited liability company, and SCS INVESTMENTS LLC, an Idaho limited liability company, Collectively as grantor (Grantor) To U.S.BANK TRUST COMPANY,N.A.,as trustee (Trustee) For the Benefit of U.S.BANK NATIONAL ASSOCIATION, as beneficiary (Beneficiary) DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING Dated: November 2,2023 Location:Ada County,Idaho 4876-0951-4615.v6 ADA,ID Page ] of 36 Printed on 1/20/2025 6:02:35 PM Document: DOT 2023.68191 Branch :TAD,User:SBAL Comment: Station Id:BS9V DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING THIS DEED OF TRUST SECURES A PROMISSORY NOTE, THE INTEREST RATE UNDER WHICH MAY VARY FROM TIME TO TIME IN ACCORDANCE WITH THE CONSTRUCTION LOAN AGREEMENT BETWEEN GRANTOR AND BENEFICIARY. THIS DEED OF TRUST CONSTITUTES A SECURITY AGREEMENT,AND IS FILED AS A FIXTURE FILING,WITH RESPECT TO ANY PORTION OF THE PROPERTY IN WHICH A PERSONAL PROPERTY SECURITY INTEREST OR LIEN MAY BE GRANTED OR CREATED PURSUANT TO THE 1DAHO UNIFORM COMMERCIAL CODE OR UNDER COMMON LAW,AND AS TO ALL REPLACEMENTS, SUBSTITUTIONS, AND ADDITIONS TO SUCH PROPERTY AND THE PROCEEDS THEREOF. FOR PURPOSES OF THE SECURITY INTEREST OR LIEN CREATED HEREBY,BENEFICIARY IS THE "SECURED PARTY"AND GRANTOR IS THE"DEBTOR."GRANTOR IS THE OWNER OF THE PROPERTY DESCRIBED HEREIN. THIS DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING(this"Security Instrument")is made as of November 2,2023,by BVB TEN MILE CROSSING ANNEX, LLC, an Idaho limited liability company, DWT INVESTMENTS LLC, an Idaho limited liability company,and SCS INVESTMENTS LLC,an Idaho limited liability company,having an address at 2194 Snake River Parkway, Suite 300, Idaho Falls, Idaho 83402, as grantor (collectively "Grantor"),to U.S. BANK TRUST COMPANY,N.A., as trustee("Trustee"), for the benefit of U.S. BANK NATIONAL ASSOCIATION,a national banking association,having an address at 428 Riverside Ave, Spokane,Washington 99201,as beneficiary("Beneficiary"). WITNESSETH: WHEREAS,this Security Instrument is given to secure a loan(the"Loan")in the principal sum of $10,190,864.00 or so much thereof as may be advanced pursuant to that certain Construction Loan Agreement dated as of the date hereof between Grantor and Beneficiary(as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the"Loan Agreement") and evidenced by that certain Promissory Note dated the date hereof made by Grantor to Beneficiary(as the same may be amended,restated, replaced, extended,renewed, supplemented or otherwise modified from time to time,the"Note"); WHEREAS,Grantor desires to secure the payment of the Loan,and other costs,expenses,fees and interest relating to the Loan,and the other obligations of Grantor under the Loan Documents(as hereinafter defined, all hereinafter referred to collectively, as the "Debt") and the Other Obligations (as hereinafter defined);and WHEREAS, this Security Instrument is given pursuant to the Loan Agreement and secures the payment, fulfillment,and performance by Grantor of its obligations thereunder and under the other Loan Documents, and each and every term and provision of the Loan Agreement and the Note, including the rights, remedies, obligations, covenants, conditions, agreements, indemnities, representations and warranties of the parties therein,are incorporated by reference herein as though set forth in full and will be considered a part of this Security Instrument(the Loan Agreement,the Note,this Security Instrument,and all other documents evidencing or securing the Debt or delivered in connection with the making of the Loan, together with all amendments, restatements, replacements, extensions, renewals, supplements or 4876-0951-4615.v6 ADA,ID Page 2 of 36 Printed on 1/20/2025 6:02:35 PM Document: DOT 2023.68191 Branch :TAD,User :SBAL Comment: Station Id:BS9V other modifications of any of the foregoing, are hereinafter referred to collectively as the "Loan Documents"). NOW THEREFORE,in consideration of the making of the Loan by Beneficiary and the covenants, agreements,representations and warranties set forth in this Security Instrument: Article 1 -CONVEYANCE Section 1.1 PROPERTY CONVEYED. FOR GOOD AND VALUABLE CONSIDERATION, including the indebtedness herein recited and the trust herein created,the receipt of which is acknowledged, Grantor irrevocably grants,bargains,sells,transfers,conveys and assigns to Trustee,as trustee,IN TRUST, WITH POWER OF SALE AND RIGHT OF ENTRY AND POSSESSION,for the benefit and security of Beneficiary, under and subject to the terms and conditions hereinafter set forth, the following property, rights,interests and estates now owned,or hereafter acquired by Grantor(collectively,the"Property"): (a) Land. All right,title and interest,whether fee, leasehold or otherwise, in and to the real property described in Exhibit A attached hereto and made a part hereof(the"Land'); (b) Additional Land. All additional lands,estates and development rights hereafter acquired by Grantor for use in connection with the Land and the development of the Land and all additional lands and estates therein which may,from time to time,by amendment to this Security Instrument or otherwise be expressly made subject to the lien of this Security Instrument; (c) Improvements. All horizontal improvements on the Land, now existing or to be constructed or redeveloped at any time, and from time to time, including all site work, utilities, infrastructure,paving,striping,curb and gutter,and landscaping(collectively,the"Improvements"); (d) Easements. All easements,rights-of-way or use, rights, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers, air rights and development rights, and all estates, rights, titles, interests, privileges, liberties, servitudes, tenements, hereditaments and appurtenances of any nature whatsoever,in any way now or hereafter belonging,relating or pertaining to the Land and the Improvements and the reversion and reversions, remainder and remainders,and all land lying in the bed of any street,road or avenue,opened or proposed, in front of or adjoining the Land,to the center line thereof and all the estates,rights,titles,interests,dower and rights of dower,curtesy and rights of curtesy,property,possession,claim and demand whatsoever,both at law and in equity,of Grantor of,in and to the Land and the Improvements and every part and parcel thereof,with the appurtenances thereto; (e) Equipment. All "equipment," as such term is defined in Article 9 of the Uniform Commercial Code(as hereinafter defined),now owned or hereafter acquired by Grantor,which is used at or in connection with the Improvements or the Land or is or will be located thereon or therein(including any Stored Materials wherever located, all machinery, equipment, furnishings, and electronic data- processing and other office equipment now owned or hereafter acquired by Grantor and any and all additions, substitutions and replacements of any of the foregoing), together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto (collectively, the "Equipment"); (f) Fixtures. All Equipment now owned,or the ownership of which is hereafter acquired,by Grantor which is so related to the Land and Improvements forming part of the Property that it is deemed fixtures or real property under the law of the particular state in which the Equipment is located,including all building or construction materials intended for construction,reconstruction, alteration or repair of or -2- 4876-0951-4615.v6 ADA,ID Page 3 of 36 Printed on 1/20/2025 6:02:35 PM Document: DOT 2023.68191 Branch :TAD,User:SBAL Comment: Station Id:BS9V installation on the Property, construction equipment, appliances, machinery, plant equipment, fittings, apparatuses,fixtures and other items now or hereafter attached to, installed in or used in connection with (temporarily or permanently) any of the Improvements or the Land, including engines, devices for the operation of pumps, pipes,plumbing, cleaning,call and sprinkler systems, fire extinguishing apparatuses and equipment, heating, ventilating, plumbing, laundry, incinerating, electrical, air conditioning and air cooling equipment and systems, gas and electric machinery, appurtenances and equipment, pollution control equipment, security systems, disposals, dishwashers, refrigerators and ranges, recreational equipment and facilities of all kinds, and water, gas,electrical,storm and sanitary sewer facilities,utility lines and equipment(whether owned individually or jointly with others,and,if owned jointly,to the extent of Grantor's interest therein) and all other utilities whether or not situated in easements, all water tanks, water supply,water power sites,fuel stations,fuel tanks,fuel supply,and all other structures,together with all accessions, appurtenances, additions, replacements, betterments and substitutions for any of the foregoing and the proceeds thereof(collectively,the"Fixtures"); (g) Personal Property.All personal property of Grantor which Grantor now or hereafter owns or in which Grantor now or hereafter acquires an interest or right,including without limitation,all furniture, furnishings, objects of art, machinery, goods, tools, supplies, appliances, general intangibles, contract rights, accounts,accounts receivable, franchises, licenses,certificates and permits, and all other personal property of any kind or character whatsoever(as defined in and subject to the provisions of the Uniform Commercial Code as hereinafter defined),other than Fixtures,wherever located(including Stored Materials located off-site),including without limitation all such personal property which is used at or in connection with,or located within or about,the Land and the Improvements,or used or which it is contemplated will be used at or in connection with the development or construction of the Improvements together with all accessories, replacements and substitutions thereto or therefor and the proceeds thereof(collectively,the "Personal Property"), and the right,title and interest of Grantor in and to any of the Personal Property which may be subject to any security interests, as defined in the Uniform Commercial Code, as adopted and enacted by the state,states,commonwealth or commonwealths where any of the Property is located(as amended from time to time,the"Uniform Commercial Code'),superior in lien to the lien of this Security Instrument and all proceeds and products of the above. Grantor represents,warrants, and covenants that the Personal Property is not used or bought for personal,family or household purposes; (h) Leases and Rents. All leasehold estate, right, title and interest of Grantor in and to all leases,subleases,subsubleases,lettings,licenses,concessions or other agreements(whether written or oral), but excluding all build-to-suit leases,pursuant to which any Person is granted a possessory interest in,or right to use or occupy all or any portion of the Land and the Improvements, and every modification, amendment or other agreement relating to such leases,subleases,subsubleases,or other agreements entered into in connection with such leases, subleases, subsubleases, or other agreements and every guarantee of the performance and observance of the covenants,conditions and agreements to be performed and observed by the other party thereto,heretofore or hereafter entered into,whether before or after the filing by or against Grantor of any petition for relief under 11 U.S.C. §101 et seq.,as the same may be amended from time to time(the`Bankruptcy Code")(collectively,the"Leases")and all right,title and interest of Grantor,its successors and assigns therein and thereunder, including all cash, letters of credit or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents,additional rents,rent equivalents,moneys payable as damages or in lieu of rent or rent equivalents,royalties(including all oil and gas or other mineral royalties and bonuses), income, receivables, receipts,revenues, deposits (including security,utility and other deposits),accounts,cash,issues,profits,charges for services rendered, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Grantor or its agents or employees from any and all sources arising from or attributable to the Property, including all receivables,customer obligations,installment payment obligations and other obligations now existing or hereafter arising or created out of the sale,lease,sublease,license,concession or other grant of the right of the use and occupancy of property or rendering of services by Grantor or Property Manager and -3- 4876-0951-4615.v6 ADA,ID Page 4 of 36 Printed on 1/20/2025 6:02:36 PM Document: DOT 2023.68191 Branch :TAD,User:SBAL Comment: Station Id:BS9V proceeds, if any, from business interruption or other loss of income insurance whether paid or accruing before or after the filing by or against Grantor of any petition for relief under the Bankruptcy Code (collectively,the"Rents")and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Obligations(as hereinafter defined); (i) Condemnation Awards. All awards or payments (including any administrative fees or = attorneys'fees),including interest thereon,which may heretofore and hereafter be made with respect to the Property,whether from the exercise of the right of eminent domain(including any transfer made in lieu of or in anticipation of the exercise of the right),or for a change of grade,or for any other injury to or decrease in the value of the Property; (j) Insurance Proceeds. All proceeds(including any administrative fees or attorneys'fees)in respect of the Property under any insurance policies covering the Property, including the right to receive and apply the proceeds of any insurance,judgments,or settlements made in lieu thereof,for damage to the Property; (k) Tax Certiorari. All refunds,rebates, or credits in connection with reduction in real estate taxes and assessments charged against the Property as a result of tax certiorari or any applications or proceedings for reduction; (1) Rights. The right,in the name and on behalf of Grantor,to appear in and defend any action or proceeding brought with respect to the Property and to commence any action or proceeding to protect the interest of Beneficiary in the Property; (m) Agreements. All agreements, contracts, certificates, instruments, franchises, permits, licenses,plans,specifications and other documents,now or hereafter entered into,and all rights therein and thereto,respecting or pertaining to the use,occupation,construction,management or operation of the Land and any part thereof and any Improvements or respecting any business or activity conducted on the Land and any part thereof and all right,title and interest of Grantor therein and thereunder,including the right, upon the happening of any default hereunder,to receive and collect any sums payable to Grantor thereunder; (n) Trademarks. All tradenames, trademarks, servicemarks, logos, copyrights, goodwill, books and records and all other general intangibles relating to or used in connection with the operation of the Property; (o) Accounts. All reserves,escrows and deposit accounts maintained by Grantor with respect to the Property,including all accounts established or maintained pursuant to the Loan Documents;together with all deposits or wire transfers made to such accounts and all cash,checks,drafts,certificates,securities, investment property,financial assets,instruments and other property held therein from time to time and all proceeds,products,distributions or dividends or substitutions thereon and thereof, (p) Swap Transactions. All of Grantor's present and future rights,titles and interests,but not its obligations, duties or liabilities for any breach, in, under and to all Swap Transactions, any and all amounts received by Grantor in connection therewith or to which Grantor is entitled thereunder, and all proceeds of the foregoing including all"accounts","chattel paper","general intangibles"and"investment property" (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; (q) Proceeds. All proceeds of any of the foregoing,including,without limitation,proceeds of insurance and condemnation awards,whether cash,liquidation,or other claims or otherwise; -4- 4876-0951-4615.v6 ADA,ID Page 5 of 36 Printed on 1/20/2025 6:02:36 PM Document: DOT 2023.68191 Branch :TAD,User:SBAL Comment: Station Id:BS9V (r) Greater Estate.All right,title and interest of Grantor now owned or hereafter acquired by Grantor in and to any greater estate in the Land or the Improvements; (s) Other Rights. All other rights of Grantor in and to the items set forth in Subsections(a) through(r)above. AND without limiting any of the other provisions of this Security Instrument, to the extent permitted by applicable law,Grantor expressly grants to Beneficiary,as secured party, a security interest in the portion of the Property which is or may be subject to the provisions of the Uniform Commercial Code which are applicable to secured transactions; it being understood and agreed that the Improvements and Fixtures are part and parcel of the Land (the Land, the Improvements and the Fixtures are collectively referred to as the"Real Property")appropriated to the use thereof and,whether affixed or annexed to the Real Property or not,will for the purposes of this Security Instrument be deemed conclusively to be real estate and mortgaged hereby. Section 1.2 ASSIGNMENT OF RENTS. Grantor absolutely and unconditionally assigns to Beneficiary all of Grantor's right,title, and interest in and to all current and future Leases and Rents; it being intended by Grantor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Nevertheless,subject to the terms of Section 7.1(h)of this Security Instrument,Beneficiary grants to Grantor a revocable license to collect,receive,use,and enjoy the Rents. Grantor will hold the Rents, or a portion thereof sufficient to discharge all current sums due on the Obligations,for use in the payment of such sums. Section 1.3 SECURITY AGREEMENT. This Security Instrument constitutes and is deemed to be both a real property deed of trust and a "security agreement" within the meaning of the Uniform Commercial Code. Beneficiary is entitled to all the rights and remedies of a"secured party" under the Uniform Commercial Code. The Property includes both real and personal property and all other rights and interests,whether tangible or intangible in nature,of Grantor in the Property. By executing and delivering this Security Instrument,Grantor grants to Beneficiary, as security for the Obligations,a security interest in the Fixtures,the Equipment,the Personal Property and other property constituting the Property to the full extent that the Fixtures,the Equipment,the Personal Property and such other property may be subject to the Uniform Commercial Code(said portion of the Property so subject to the Uniform Commercial Code being called the"Collateral"). If an Event of Default occurs,Beneficiary,in addition to any other rights and remedies which it may have,will have and may exercise immediately and without demand,any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code,including, without limiting the generality of the foregoing,the right to take possession of the Collateral or any part thereof, and to take such other measures as Beneficiary may deem necessary for the care,protection and preservation of the Collateral. Upon request or demand of Beneficiary after the occurrence of an Event of Default, Grantor will, at its expense, assemble the Collateral and make it available to Beneficiary at a convenient place (at the Land if tangible property) acceptable to Beneficiary. Grantor will pay to Beneficiary on demand all expenses, including legal expenses and attorneys' fees, incurred or paid by Beneficiary in protecting its interest in the Collateral and in enforcing its rights hereunder with respect to the Collateral after the occurrence of an Event of Default. Any notice of sale,disposition,or other intended action by Beneficiary with respect to the Collateral sent to Grantor in accordance with the provisions hereof at least 10 Business Days prior to such action, will, except as otherwise provided by applicable law, constitute reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part thereof,may,except as otherwise required by applicable law,be applied by Beneficiary to the payment of - the Obligations in such priority and proportions as Beneficiary in its discretion deems proper. Upon the final payment and satisfaction in full of all the Obligations and after making any payments required by Idaho Code§28-9-608(a)(1)(C)and§28-9-615(a)(3),any excess will be returned to Grantor.The principal -5- 4876-0951-4615.v6 ADA,ID Page 6 of 36 Printed on 1/20/2025 6:02:36 PM Document: DOT 2023.68191 Branch :TAD,User:SBAL Comment: Station Id:BS9V place of business of Grantor (Debtor) is as set forth on page one hereof and the address of Beneficiary (Secured Party)is as set forth on page one hereof. Section 1.4 FIXTURE FILING. Certain of the Property is or will become"fixtures"(as that term is defined in the Uniform Commercial Code) on the Land, described or referred to in this Security Instrument,and this Security Instrument,upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, will operate also as a financing statement naming Grantor as Debtor and Beneficiary as Secured Party filed as a fixture filing in accordance with the applicable provisions of said Uniform Commercial Code upon such of the Property that is or may become fixtures. Section 1.5 PLEDGES OF MONIES HELD. Grantor pledges to Beneficiary any and all monies now or hereafter held by Beneficiary or on behalf of Beneficiary in connection with the Loan,including the Net Proceeds,and any sums deposited in the Required Accounts,as additional security for the Obligations until expended or applied as provided in this Security Instrument or the Loan Agreement. _ CONDITIONS TO GRANT TO HAVE AND TO HOLD the above granted and described Property unto Trustee and Trustee's successors,substitutes,and assigns,IN TRUST,however,upon the terms provisions,and conditions herein set forth; PROVIDED, HOWEVER,this grant is made upon the express condition that, if Grantor pays to Beneficiary the Obligations at the time and in the manner provided in the Loan Documents and any other document evidencing or securing the Obligations,and performs the Obligations in the time and manner set forth therein and complies with each and every covenant and condition set forth herein and therein, the estate hereby granted will cease, terminate and be void;provided, however, that Grantor's obligation to indemnify and hold harmless Beneficiary pursuant to the provisions hereof will survive any such payment =- or release. Furthermore,upon written request of Beneficiary stating that all Obligations have been satisfied in full and upon payment by Grantor of Beneficiary's and Trustee's fees,Trustee will reconvey to Grantor,or to the person or persons legally entitled thereto,without warranty,any portion of the Property then held hereunder. The recitals in such reconveyance of any matters or facts will be conclusive proof of the truthfulness thereof. The grantee in any reconveyance may be described as"the person or persons legally entitled thereto." Article 2-DEBT AND OBLIGATIONS SECURED Section 2.1 DEBT. This Security Instrument and the grants,assignments and transfers made in Article 1 are given for the purpose of securing the Debt which includes,but is not limited to,the obligations of Grantor to pay to Beneficiary the principal and interest owing pursuant to the terms and conditions of the Note and the Loan Agreement. Section 2.2 OTHER OBLIGATIONS. This Security Instrument and the grants,assignments and transfers made in Article 1 are also given for the purpose of securing the following (the "Other Obligations"): (a) the payment and performance of all other obligations of Grantor contained herein, including all fees and charges payable by Grantor; (b) the payment and performance of each obligation of Grantor contained in the Loan Agreement,the Note(s),and any other Loan Document,including all fees and charges payable by Grantor; -6- 4876-0951-4615.v6 ADA,ID Page 7 of 36 Printed on 1/20/2025 6:02:36 PM Document: DOT 2023.68191 Branch :TAD,User:SBAL Comment: Station Id:BS9V (c) the performance of each obligation of Grantor contained in any renewal, extension, amendment, modification, consolidation, change of, or substitution or replacement for, all or any part of the Note,the Loan Agreement,or any other Loan Document;and (d) the payment and performance of all obligations in respect of any Swap Obligations. Section 2.3 DEBT AND OTHER OBLIGATIONS. Grantor's obligations for the payment of the Debt and the payment and performance of the Other Obligations will be referred to collectively herein as the"Obligations." Article 3-GRANTOR COVENANTS Grantor covenants and agrees that: Section 3.1 PAYMENT OF OBLIGATIONS. Grantor will pay and perform the Obligations at the time and in the manner provided in the Loan Agreement,the Note and this Security Instrument and any other document evidencing or securing the Obligations. Section 3.2 INCORPORATION BY REFERENCE. All the covenants, conditions and agreements contained in (a) the Loan Agreement, (b)the Note and (c) any of the other Loan Documents and other documents evidencing or securing the Obligations,are made a part of this Security Instrument to the same extent and with the same force as if fully set forth herein. Section 3.3 INSURANCE. Grantor will, at no expense to Trustee or Beneficiary, obtain and maintain,or cause to be maintained,in full force and effect at all times insurance with respect to Grantor and the Property as required pursuant to the Loan Agreement. In the event Grantor fails to obtain,maintain, keep in force or deliver to Beneficiary the policies of insurance required by the Loan Agreement in accordance with the terms thereof,Beneficiary may(but has no obligation to)procure such insurance or single-interest insurance for such risks covering Beneficiary's interests,and Grantor will pay all premiums thereon promptly upon demand by Beneficiary, and until such payment is made by Grantor,the amount advanced by Beneficiary with respect to all such premiums will,at Beneficiary's option,bear interest at the Default Rate. Section 3.4 MAINTENANCE OF PROPERTY. Grantor will cause the Property to be maintained in a good and safe condition and repair and otherwise in accordance with the Loan Agreement. The Improvements,the Fixtures,the Equipment,and the Personal Property will not be removed,demolished,or altered without the consent of Beneficiary other than in accordance with the terms and conditions of the Loan Agreement. Grantor will promptly repair,replace,or rebuild any part of the Property which may be destroyed by any casualty or become damaged, worn, or dilapidated or which may be affected by any condemnation, and will complete and pay for any structure at any time in the process of construction or repair on the Land. Section 3.5 WASTE. Grantor will not commit or suffer any waste of the Property or make any change in the use of the Property which will in any way materially increase the risk of fire or other hazard arising out of the operation of the Property,or take any action that might invalidate or allow the cancellation of any insurance policy which Grantor is obligated to maintain pursuant to the Loan Agreement,or do or permit to be done thereon anything that may in any way materially impair the value of the Property or the security of this Security Instrument. Grantor will not, without the prior written consent of Beneficiary, permit any drilling or exploration for or extraction,removal,or production of any minerals from the surface or the subsurface of the Land,regardless of the depth thereof or the method of mining or extraction thereof. -7- 4876-0951-4615.v6 ADA,ID Page 8 of 36 Printed on 1/20/2025 6:02:36 PM Document: DOT 2023.68191 Branch :TAD,User:SBAL Comment: Station Id:BS9V Section 3.6 PAYMENT FOR LABOR AND MATERIALS; MECHANIC'S AND MATERIALMEN'S LIENS. (a) Grantor will promptly pay all bills for labor and materials incurred in connection with the Property and to prevent the fixing of any lien against any part of the Property, even if it is inferior to this Security Instrument,for any such bill which may be legally due and payable. Grantor agrees to furnish due proof of such payment to Beneficiary after payment and before delinquency. (b) Grantor represents and warrants to Beneficiary that no mechanic's lien claim, notice of lien,lis pendens or similar filing has been filed with respect to the Property. _ (c) Grantor will cause, as a condition precedent to the closing of the loan secured hereby, Beneficiary's title insurer to insure in a manner acceptable to Beneficiary in its sole discretion,that this Security Instrument is a valid and existing first priority lien on the Property fiee and clear of any and all exceptions for mechanic's and materialman's liens and all other liens and exceptions except as set forth in the mortgagee's policy of title insurance accepted by Beneficiary,and such title insurance policy may not contain an exception for broken lien priority and may not include any pending disbursement endorsement, or any similar limitation or coverage or requiring future endorsements to increase mechanic lien coverage under Covered Risk I l(a)of the 2006 Form of ALTA Mortgagee's Title Insurance Policy. (d) Grantor will pay and promptly discharge, at Grantor's cost and expense, all liens, encumbrances and charges upon the Property(other than the Permitted Exceptions),or any part thereof or interest therein whether inferior or superior to this Security Instrument and keep and maintain the same free from the claim of all persons supplying labor,services or materials that will be used in connection with or enter into the construction of any and all buildings now being erected or that hereafter may be erected on the Property regardless of by whom such services,labor or materials may have been contracted. (e) If Grantor fails to remove and discharge any such lien, encumbrance or charge, or if Grantor disputes the amount thereof in contravention of the requirements hereof,then, in addition to any other right or remedy of Beneficiary, Beneficiary may, but will not be obligated to, discharge the same either by paying the amount claimed to be due or by procuring the release of the Property from the effect of such lien,encumbrance or charge by obtaining a bond in the name of and for the account Grantor of and recording a notice of release of lien and substitution of alternate security in the name of Grantor. Grantor will, immediately upon demand therefor by Beneficiary, pay to Beneficiary an amount equal to all costs and expenses incurred by Beneficiary in connection with the exercise by Beneficiary of the foregoing right to discharge any such lien, encumbrance, or charge, including costs of any bond or additional security, together with interest thereon from the date of such expenditure at the default rate set forth in the Note. Section 3.7 PAYMENT OF TAXES AND IMPOSITIONS. (a) Grantor will pay, or cause to be paid prior to delinquency, all real property taxes and assessments, general and special, and all other taxes, assessments, duties, levies, imposts, deductions, charges or withholdings, of any kind or nature whatsoever, including nongovernmental levies or assessments such as maintenance charges, levies or charges resulting from covenants, conditions and restrictions affecting the Property,which are assessed or imposed upon the Property, or become due and payable, and which create or may create a lien upon the Property (all the foregoing, collectively, "Impositions"). (b) After prior notice to Beneficiary,Grantor,at its own expense,may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence,the amount or validity or application in whole or in part of any Impositions, provided that (i) no Default or Event of -8- 4876-0951-4615.v6 ADA,ID Page 9 of 36 Printed on 1/20/2025 6:02:37 PM Document: DOT 2023.68191 Branch :TAD,User:SBAL Comment: Station Id:BS9V Default has occurred,(ii)either(A)such proceeding will suspend the collection of the Impositions from Grantor and from the Property, or (B) Grantor has paid all of the Impositions under protest, (iii) such proceeding is permitted and conducted in accordance with the provisions of any other instrument to which Grantor or the Property is subject and will not constitute a default thereunder,(iv)neither the Property nor any part thereof or interest therein will be in danger of being sold,forfeited,terminated,canceled or lost, (v) Grantor will promptly upon final determination thereof pay the amount of any such Impositions, together with all costs, interest and penalties which may be payable in connection therewith, and (vi) Grantor has furnished such security as may be required in the proceeding,or as may be reasonably requested by Beneficiary to insure the payment of any contested Impositions,together with all interest and penalties thereon. Beneficiary may pay over any such security or part thereof held by Beneficiary to the claimant entitled thereto at any time when, in the judgment of Beneficiary, the entitlement of such claimant is established or the Property (or part thereof or interest therein) is in danger of being sold, forfeited, terminated, cancelled or lost or there is any danger of any Lien related to the contested Impositions becoming senior in priority,in whole or in part,to the Lien of the Security Instrument. Section 3.8 CHANGE OF NAME,JURISDICTION. In addition to the restrictions contained in the Loan Agreement,Grantor will not change Grantor's name,identity(including its trade name or names)or jurisdiction of formation or organization unless Grantor has first obtained the prior written consent of Beneficiary to such change,and has taken all actions necessary or required by Beneficiary to file or amend any financing statements or continuation statements to assure perfection and continuation of perfection of security interests under the Loan Documents. Grantor will notify Beneficiary in writing of any change in its organizational identification number at least 30 days in advance of such change becoming effective. If Grantor does not now have an organizational identification number and later obtains one, Grantor will promptly notify Beneficiary in writing of such organizational identification number. At the request of Beneficiary, Grantor will execute a certificate in form satisfactory to Beneficiary listing the trade names under which Grantor intends to operate the Property,and representing and warranting that Grantor does, and previously has never done,business under no other trade name with respect to the Property. Section 3.9 UTILITIES. Grantor will pay or cause to be paid when due all utility charges that are incurred by Grantor for the benefit of the Property or that may become a charge or lien against the Property for gas,electricity,water or sewer services furnished to the Property and all other assessments or charges of a similar nature,whether public or private, affecting or related to the Property or any portion thereof,whether or not such assessments or charges are or may become liens thereon. Section 3.10 CASUALTY. After obtaining knowledge of the occurrence of any damage, destruction or other casualty to the Property or any part thereof, whether or not covered by insurance, Grantor must immediately notify Beneficiary in writing. In the event of a foreclosure of this Security Instrument,or other transfer of title to the Property in extinguishment in whole or in part of the Obligations, all right,title and interest of Grantor in and to the insurance policies required by the Loan Agreement that are then in force, and all insurance proceeds payable thereunder, will vest in the purchaser at such foreclosure or in Beneficiary or other transferee in the event of such other transfer of title. Nothing herein will be deemed to excuse Grantor from repairing or maintaining the Property as provided in this Security Instrument or restoring all damage or destruction to the Property,regardless of the availability or sufficiency of insurance proceeds. Section 3.11 CONDEMNATION. If any proceeding or action is commenced for the taking of the Property,or any part thereof or interest therein,for public or quasi-public use under the power of eminent domain, condemnation or otherwise, or if the same is taken or damaged by reason of any public improvement or condemnation proceeding,or in any other manner,or should Grantor receive any notice or other information regarding such proceeding, action,taking or damage, Grantor must immediately notify Beneficiary in writing. Beneficiary may commence, appear in, and prosecute in its own name any such -9- 4876-0951-4615.v6 ADA,ID Page 10 of 36 Printed on 1/20/2025 6:02:37 PM Document: DOT 2023.68191 Branch :TAD,User :SBAL Comment: Station Id:BS9V action or proceeding. Beneficiary may also make any compromise or settlement in connection with such taking or damage. Beneficiary will not be liable to Grantor for any failure by Beneficiary to collect or to exercise diligence in collecting any such compensation for a taking. All compensation,awards,damages, rights of action and proceeds awarded to Grantor by reason of any such taking or damage to the Property or any part thereof or any interest therein for public or quasi-public use under the power of eminent domain, by reason of any public improvement or condemnation proceeding, or in any other manner (the "Condemnation Proceeds") are assigned to Beneficiary and Grantor agrees to execute such further (- assignments of the Condemnation Proceeds as Beneficiary or Trustee may require. Grantor may not compromise or settle any claim resulting from the condemnation proceeding which results in the Condemnation Proceeds being greater than or equal to$10,000 less than Beneficiary's reasonable estimate of the damages resulting from the taking. Nothing herein will be deemed to excuse Grantor from repairing, maintaining or restoring the Property as provided in this Security Instrument,regardless of the availability or sufficiency of any Condemnation Proceeds, and the application or release by Beneficiary of any Condemnation Proceeds will not cure or waive any Default,Event of Default or notice of Default or Event of Default or invalidate any action taken by or on behalf of Beneficiary pursuant to any such notice. In the event of a foreclosure of this Security Instrument,or other transfer of title to the Property in extinguishment in whole or in part of the Obligations, all right,title and interest of Grantor in and to the Condemnation Proceeds will vest in the purchaser at such foreclosure or in Beneficiary or other transferee in the event of such other transfer of title. Section 3.12 AVAILABILITY Or NET PROCEEDS. (a) In the event of any taking or condemnation of the Property or any part thereof or interest therein,all Net Proceeds will be paid to Beneficiary,and Beneficiary will use such Net Proceeds to prepay the Obligations in accordance with the terms of the Loan Agreement and the Note. (b) The term"Net Proceeds"means(i)the net amount of the Condemnation Proceeds received by Beneficiary after deduction of Beneficiary's costs and expenses(including attorneys' fees), if any, in collecting the same,whichever the case may be;and(ii)any additional deposit the Beneficiary requires the Grantor to make to the Beneficiary in connection with such condemnation proceeding. Section 3.13 LEASEHOLD. If a leasehold estate constitutes any portion of the Property,Grantor agrees not to amend,modify,extend,renew or terminate such leasehold estate,any interest therein,or the lease granting such leasehold estate without the prior written consent of Beneficiary,which consent may be withheld by Beneficiary in its absolute and sole discretion. Consent to one amendment,modification, extension,or renewal will not be deemed to be a waiver of the right to require consent to other, future,or successive amendments,modifications,extensions,or renewals. Grantor agrees to perform all obligations and agreements under said leasehold and will not take any action or omit to take any action that would affect or permit the termination of said leasehold estate. Grantor agrees to promptly notify Beneficiary in writing with respect to any default or alleged default by any party thereto and to deliver to Beneficiary copies of all notices, demands, complaints or other communications received or given by Grantor with respect to any such default or alleged default. Beneficiary will have the option,but not the obligation,to cure any such default and to perform any or all of Grantor's obligations thereunder. All sums expended by Beneficiary in curing any such default will be secured hereby and will be immediately due and payable without demand or notice and will bear interest from date of expenditure at the Default Rate. Section 3.14 ADDITIONAL REPRESENTATIONS AND WARRANTIES. Grantor represents and warrants (which representations and warranties will survive creation of any indebtedness of Grantor to Beneficiary and any extension of credit thereunder)as follows: -10- 4876-0951-4615.v6 ADA,ID Page 11 of 36 Printed on 1/20/2025 6:02:37 PM Document: DOT 2023.68191 Branch :TAD,User:SBAL Comment: Station Id:BS9V (a) Farm Products. None of the Personal Property constitutes, or is the proceeds of, "farm products"as defined in Article 9 of the Uniform Commercial Code. (b) Validity of Security Instrument. This Security Instrument is a valid encumbrance on the Property under Idaho law, including without limitation Idaho Code§45-1502(5),because at least one of the following three statements is true:(i)the Property is located within an incorporated city or village as of the date hereof,or(ii)the Property contains not more than 80 acres regardless of location and is not being principally used for the agricultural production of crops, livestock, dairy or aquatic goods; or (iii) the Property contains not more than 40 acres regardless of its use or location. Article 4-OBLIGATIONS AND RELIANCES Section 4.1 RELATIONSHIP OF GRANTOR AND BENEFICIARY. The relationship between Grantor and Beneficiary is solely that of debtor and creditor, and Beneficiary has no fiduciary or other special relationship with Grantor,and no term or condition of any of the Loan Agreement,the Note,this Security Instrument or any of the other Loan Documents will be construed so as to deem the relationship - between Grantor and Beneficiary to be other than that of debtor and creditor. Section 4.2 NO RELIANCE ON BENEFICIARY. The general partners, members, principals and (if Grantor is a trust) beneficial owners of Grantor are experienced in the ownership and operation of properties similar to the Property,and Grantor and Beneficiary are relying solely upon such expertise and business plan in connection with the ownership and operation of the Property. Grantor is not relying on Beneficiary's expertise,business acumen or advice in connection with the Property. Section 4.3 NO BENEFICIARY OBLIGATIONS. (a) Notwithstanding anything to the contrary contained in this Security Instrument, Beneficiary is not undertaking the performance of (i) any obligations under the Leases; or (ii) any obligations with respect to any other agreements, contracts, certificates, instruments, franchises, permits, trademarks,licenses,and other documents. (b) By accepting or approving anything required to be observed,performed or fulfilled or to be given to Beneficiary pursuant to this Security Instrument,the Loan Agreement,the Note or the other Loan Documents, including any officer's certificate, balance sheet, statement of profit and loss or other financial statement, survey, appraisal, or insurance policy, Beneficiary will not be deemed to have warranted,consented to,or affirmed the sufficiency,legality or effectiveness of same,and such acceptance or approval thereof will not constitute any warranty or affirmation with respect thereto by Beneficiary. Section 4.4 RELIANCE. Grantor recognizes and acknowledges that in accepting the Loan Agreement,the Note,this Security Instrument and the other Loan Documents,Beneficiary is expressly and primarily relying on the truth and accuracy of the warranties and representations set forth in Article V of the Loan Agreement without any obligation to investigate the Property and notwithstanding any investigation of the Property by Beneficiary;that such reliance existed on the part of Beneficiary prior to the date hereof;that the warranties and representations are a material inducement to Beneficiary in making the Loan;and that Beneficiary would not be willing to make the Loan and accept this Security Instrument in the absence of the warranties and representations as set forth in Article V of the Loan Agreement. Article 5-FURTHER ASSURANCES Section 5.1 RECORDING OF SECURITY INSTRUMENT, ETC. Grantor forthwith upon the execution and delivery of this Security Instrument and thereafter,from time to time,will cause this Security _I I_ 4876-0951-4615.v6 ADA,ID Page 12 of 36 Printed on 1/20/2025 6:02:37 PM Document: DOT 2023.68191 Branch :TAD,User:SBAL Comment: Station Id:BS9V Instrument and any of the other Loan Documents creating a lien or security interest or evidencing the lien hereof upon the Property and each instrument of further assurance to be filed,registered or recorded in such manner and in such places as may be required by any present or future law in order to publish notice of and fully to protect and perfect the lien or security interest hereof upon, and the interest of Beneficiary in,the Property. Grantor will pay all taxes,filing,registration or recording fees,and all expenses incident to the preparation, execution,acknowledgment and/or recording of the Note,this Security Instrument,the other Loan Documents, any note, deed of trust or mortgage supplemental hereto, any security instrument with respect to the Property and any instrument of further assurance,and any modification or amendment of the foregoing documents, and all federal,state,county and municipal taxes,duties,imposts,assessments and charges arising out of or in connection with the execution and delivery of this Security Instrument,any deed of trust or mortgage supplemental hereto, any security instrument with respect to the Property or any instrument of further assurance,and any modification or amendment of the foregoing documents, except where prohibited by law so to do. Section 5.2 FURTHER ACTS,ETC. Grantor will,at Grantor's sole cost and expense,and without expense to Beneficiary, do, execute, acknowledge and deliver all and every such further acts, deeds, conveyances, deeds of trust,mortgages, assignments,notices of assignments,transfers and assurances as Beneficiary may, from time to time, reasonably require, for the better assuring, conveying, assigning, transferring,and confirming unto Beneficiary the property and rights hereby mortgaged,deeded, granted, bargained, sold, conveyed, confirmed, pledged, assigned, warranted and transferred or intended now or hereafter so to be, or which Grantor may be or may hereafter become bound to convey or assign to Beneficiary,or for carrying out the intention or facilitating the performance of the terms of this Security Instrument or for filing, registering or recording this Security Instrument, or for complying with all applicable Laws and Governmental Requirements. Grantor,on demand,will execute and deliver one or more financing statements(including initial financing statements and amendments thereto and continuation statements), to evidence more effectively the security interest of Beneficiary in the Property. Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement without the prior written consent of Beneficiary and agrees that it will not do so without the prior written consent of Beneficiary, subject to Grantor's rights under Idaho Code§28-9-509(d)(2). Grantor will pay the cost of recording and filing the same in all public offices wherever recording or filing is deemed by Beneficiary to be necessary or desirable. Grantor also ratifies its authorization for Beneficiary to have filed or recorded any like initial financing statements, amendments thereto and continuation statements, if filed or recorded prior to the date of this Security Instrument. Grantor grants to Beneficiary an irrevocable power of attorney coupled with an interest for the purpose of exercising and perfecting all rights and remedies available to Beneficiary at law and in equity, including such rights and remedies available to Beneficiary pursuant to this Section. To the extent not prohibited by applicable law, Grantor ratifies all acts Beneficiary has lawfully done in the past or will lawfully do or cause to be done in the future by virtue of such power of attorney. Section 5.3 CHANGES IN TAX,DEBT,CREDIT AND DOCUMENTARY STAMP LAWS. (a) If any law is enacted or adopted or amended after the date of this Security Instrument which deducts the Debt from the value of the Property for the purpose of taxation or which imposes a tax,either directly or indirectly,on the Debt or Beneficiary's interest in the Property, Grantor will pay the tax,with interest and penalties thereon,if any,in accordance with the applicable provisions of the Loan Agreement. If Beneficiary is advised by counsel chosen by it that the payment of any such tax by Grantor would be unlawful or taxable to Beneficiary or unenforceable or provide the basis for a defense of usury then Beneficiary will have the option by written notice of not less than 120 days to declare the Debt immediately due and payable. -12- 4876-0951-4615.v6 ADA,ID Page 13 of 36 Printed on 1/20/2025 6:02:37 PM Document: DOT 2023.68191 Branch :TAD,User:SBAL Comment: Station Id:BS9V (b) Grantor will not claim or demand or be entitled to any credit or credits on account of the Debt for any part of the Taxes assessed against the Property, or any part thereof, and no deduction will otherwise be made or claimed from the assessed value of the Property,or any part thereof,for real estate tax purposes by reason of this Security Instrument or the Debt. If such claim,credit,or deduction is required by law,Beneficiary will have the option,by written notice of not less than 120 days,to declare the Debt immediately due and payable. (c) If at any time the United States of America, any State thereof or any subdivision of any such State will require revenue or other stamps to be affixed to the Note,this Security Instrument,or any of the other Loan Documents or impose an other tax or charge on the same,Grantor will a for the same, p Y g pay with interest and penalties thereon,if any. Article 6-DUE ON SALE/ENCUMBRANCE Section 6.1 BENEFICIARY RELIANCE. Grantor acknowledges that Beneficiary has examined and relied on the experience of Grantor and its general partners,members,principals and(if Grantor is a trust)beneficial owners in owning and operating properties such as the Property in agreeing to make the Loan,and will continue to rely on Grantor's ownership of the Property as a means of maintaining the value of the Property as security for repayment and performance of the Obligations. Grantor acknowledges that Beneficiary has a valid interest in maintaining the value of the Property so as to ensure that,should Grantor default in the repayment of the Obligations or the performance of the Obligations,Beneficiary can recover the Obligations by a sale of the Property. Section 6.2 NO TRANSFER. Grantor will comply in all respects with the provisions of the Loan Agreement regarding(a)selling,transferring,leasing,conveying,or encumbering the Land,the Equipment,or the Improvements or the direct or indirect interests in Grantor,and(b)changing control of Grantor. Article 7-RIGHTS AND REMEDIES UPON DEFAULT Section 7.1 REMEDIES. Subject to the provisions of Idaho Code§28-9-609 and Idaho Code§ 45-1503,upon the occurrence of any Event of Default,unless such Event of Default is subsequently waived in writing by Beneficiary(provided that Beneficiary has no obligation whatsoever to grant any such waiver and any such waiver, if granted, will be considered a one-time waiver), Beneficiary and/or Trustee may exercise any or all of the following rights and remedies,consecutively or simultaneously,and in any order: (a) Subject to the cure provisions of Idaho Code§45-1506, exercise any and all rights and remedies specified in the Loan Agreement, including declaring that the Commitment is terminated and/or declaring that the entire unpaid principal balance of the Obligations are immediately due and payable, together with accrued and unpaid interest thereon; (b) institute proceedings,judicial or otherwise, for the complete foreclosure of this Security Instrument as a mortgage,under any applicable provision of law,in which case the Property or any interest therein may be sold for cash or upon credit in one or more parcels or in several interests or portions and in any order or manner; (c) with or without entry,to the extent permitted and pursuant to the procedures provided by applicable law,institute proceedings for the partial foreclosure of this Security Instrument for the portion of the Obligations then due and payable,subject to the continuing lien and security interest of this Security Instrument for the balance of the Obligations not then due,unimpaired and without loss of priority; -13- 4876-0951-4615.v6 ADA,ID Page 14 of 36 Printed on 1/20/2025 6:02:38 PM Document: DOT 2023.68191 Branch :TAD,User:SBAL Comment: Station Id:BS9V (d) sell for cash or upon credit the Property or any part thereof and all estate,claim,demand, right, title and interest of Grantor therein and rights of redemption thereof, pursuant to power of sale or otherwise, at one or more sales, as an entirety or in parcels, at such time and place,upon such terms and after such notice thereof as may be required or permitted by law; (e) institute an action, suit or proceeding in equity for the specific performance of any covenant,condition or agreement contained herein,in the Note,the Loan Agreement or in the other Loan Documents; (f) to the extent permitted by applicable law, recover judgment on the Obligations either before, during or after any proceedings for the enforcement of this Security Instrument, the other Loan Documents or any other document evidencing or securing the Obligations; (g) Intentionally omitted; (h) the license granted to Grantor under Section 1.2 hereof will automatically be revoked and Beneficiary and Trustee may enter into or upon the Property,either personally or by its agents,nominees or attorneys and dispossess Grantor and its agents and servants therefrom, without liability for trespass, damages or otherwise and exclude Grantor and its agents or servants wholly therefrom,and take possession of all books, records and accounts relating thereto and Grantor agrees to surrender possession of the Property and of such books, records and accounts to Beneficiary and/or Trustee upon demand, and thereupon Beneficiary and/or Trustee may(i)use,operate,manage,control,insure,maintain,repair,restore and otherwise deal with all and every part of the Property and conduct the business thereat;(ii)complete any construction on the Property in such manner and form as Beneficiary and/or Trustee deems advisable; (iii) make alterations, additions, renewals, replacements and improvements to or on the Property; (iv) exercise all rights and powers of Grantor with respect to the Property,whether in the name of Grantor or otherwise, including the right to make, cancel, enforce or modify Leases, obtain and evict tenants, and demand,sue for,collect and receive all Rents of the Property and every part thereof;(v)require Grantor to pay monthly in advance to Beneficiary and/or Trustee,or any receiver appointed to collect the Rents,the fair and reasonable rental value for the use and occupation of such part of the Property as may be occupied by Grantor; (vi)require Grantor to vacate and surrender possession of the Property to Beneficiary and/or Trustee or to such receiver and, in default thereof, Grantor may be evicted by summary proceedings or otherwise;and(vii)apply the receipts from the Property to the payment of the Obligations,in such order, priority and proportions as Beneficiary and/or Trustee deems appropriate in its sole discretion after deducting therefrom all expenses (including attorneys' fees) incurred in connection with the aforesaid operations and all amounts necessary to pay the Taxes, Insurance Premiums and other expenses in connection with the Property,as well as just and reasonable compensation for the services of Beneficiary and Trustee,their respective in-house and outside counsel(s),agents and employees; (i) exercise any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code,including,without limiting the generality of the foregoing:(i)the right to take possession of the Fixtures,the Equipment and the Personal Property,or any part thereof,and to take such other measures as Beneficiary and/or Trustee may deem necessary for the care,protection and preservation of the Fixtures,the Equipment and the Personal Property,and(ii)require Grantor at its expense to assemble the Fixtures,the Equipment and the Personal Property and make it available to Beneficiary and/or Trustee at a convenient place acceptable to Beneficiary and/or Trustee. Any notice of sale, disposition, or other intended action by Beneficiary and/or Trustee with respect to the Fixtures, the Equipment and/or the Personal Property sent to Grantor in accordance with the provisions hereof at least 5 days prior to such action,will constitute commercially reasonable notice to Grantor; -14- 4876-0951-4615.v6 ADA,ID Page 15 of 36 Printed on 1/20/2025 6:02:38 PM Document: DOT 2023.68191 Branch :TAD,User :SBAL Comment: Station Id:BS9V (j) apply any sums then deposited or held in escrow or otherwise by or on behalf of Beneficiary in accordance with the terms of the Loan Agreement,this Security Instrument,or any other Loan Document to the payment of the following items in any order in its sole and absolute discretion: (i) Taxes; (ii) Insurance Premiums; (iii) Interest on the unpaid principal balance of the Note; (iv) The unpaid principal balance of the Note; (v) All other sums payable pursuant to the Note, the Loan Agreement, this Security Instrument and the other Loan Documents or documents evidencing or securing the Obligations, including advances made by Beneficiary pursuant to the terms of this Security Instrument; (k) pursue such other remedies as Beneficiary and/or Trustee may have under the other Loan Documents,any other document evidencing or securing the Obligations,and/or applicable law; (1) apply the undisbursed balance of any Net Proceeds,together with interest thereon, if any, to the payment of the Obligations in such order, priority and proportions as Beneficiary will deem to be appropriate in its discretion;or (m) exercise the power of sale herein contained and deliver to Trustee a written statement of breach,notice of default and election to cause Grantor's interest in the Property to be sold;or (n) enforce all rights and remedies of an assignee of rents under the Act. In the event of a sale,by foreclosure,power of sale or otherwise,of less than all of Property,this Security Instrument will continue as a lien and security interest on the remaining portion of the Property unimpaired and without loss of priority. Section 7.2 ACCELERATION UPON DEFAULT, ADDITIONAL REMEDIES. Subject to the cure provisions of Idaho Code§45-1506, upon the occurrence of an Event of Default,Beneficiary may, at its option, declare all or any part of the Obligations immediately due and payable without any presentment, demand,protest or notice of any kind. Beneficiary may,in addition to the exercise of any or all of the other remedies specified in Article VII: (a) Subject to the provisions of Idaho Code §45-1506, either in person or by agent,with or without bringing any action or proceeding,or by a receiver appointed by a court and without regard to the adequacy of its security,enter upon and take possession of the Property,or any part thereof,in its own name or in the name of Trustee, and do any acts that it deems necessary or desirable to preserve the value, marketability or rentability of the Property, or any part thereof or interest therein, increase the income therefrom or protect the security hereof and,with or without taking possession of the Property, sue for or otherwise collect the Rents, or any part thereof, including,without limitation,those past due and unpaid, and apply the same, less costs and expenses of operation and collection (including, without limitation, attorneys' fees)to the Obligations,all in such order as Beneficiary may determine. The entering upon and taking possession of the Property,the collection of such Rents and the application thereof as aforesaid,will not cure or waive any default or notice of default hereunder or invalidate any act done in response to such default or pursuant to such notice of default and,notwithstanding the continuance in possession of all or -15- 4876-0951-4615.v6 ADA,ID Page 16 of 36 Printed on 1/20/2025 6:02:38 PM Document: DOT 2023.68191 Branch :TAD,User:SBAL Comment: Station Id:BS9V any portion of the Property or the collection,receipt and application of Rents,Trustee or Beneficiary will be entitled to exercise every right provided for in any of the Loan Documents or by law upon occurrence of any Event of Default, including, without limitation, the right to exercise the power of sale contained herein; (b) Commence an action to foreclose the lien of this Security Instrument as a mortgage in accordance with Beneficiary's rights under applicable law,appoint a receiver as more particularly described in Section 7.1W,or specifically enforce any of the covenants hereof, (c) Exercise the power of sale herein contained and deliver to Trustee a written statement of default or breach and cause Trustee to execute and record a notice of default and election to cause Grantor's interest in the Property to be sold in accordance with applicable law;or (d) Exercise all other rights and remedies provided herein, in any Loan Document or other document or agreement now or hereafter securing or guarantying all or any portion of the Obligations,or by law. Section 7.3 FORECLOSURE BY POWER OF SALE. After the lapse of such time as may then be required by law following the recordation of the Notice of Default,and notice of default and notice of sale having been given as then required by law,Trustee,without demand on Grantor,will sell the Property on the date and at the time and place designated in the notice of sale,either as a whole or in separate parcels, and in such order as Beneficiary may determine(but subject to any statutory right of Grantor to direct the order in which the property, if consisting of several known lots or parcels,will be sold),at public auction to the highest bidder,the purchase price payable in lawful money of the United States at the time of sale. The person conducting the sale may,for any cause deemed expedient,postpone the sale from time to time until it is completed and, in every such case,notice of postponement will be given by public declaration thereof by such person at the time and place last appointed for the sale. Trustee will execute and deliver to - the purchaser a Trustee's Deed conveying the Property so sold, but without any covenant of warranty, express or implied. The recitals in the Trustee's Deed of any matters or facts will be conclusive proof of the truthfulness thereof. Any person, including Beneficiary, may bid at the sale. Trustee will apply the proceeds of the sale as required by Idaho Code§45-1507. Upon any sale made under or by virtue of this Section 7.3,whether made under the power of sale herein granted or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale,the Beneficiary may bid for and acquire the Property or any part thereof and, in lieu of paying cash therefor,may make settlement for the purchase price by crediting upon the Obligations of Grantor secured by this Security Instrument the net sales price,after deducting therefrom the expenses of the sale and cost of the action and any other sums which Beneficiary is authorized to deduct under this Security Instrument. Beneficiary,upon so acquiring the Property or any part thereof,will be entitled to hold,lease,rent,operate, manage,and sell the same in any manner provided by applicable laws. Grantor agrees that all default interest, late charges, any prepayment premium, Swap Contract breakage fees and similar amounts,if any,owing from time to time under the Note will constitute a part of and be entitled to the benefits of Beneficiary's Security Instrument lien upon the Property,and(ii)Beneficiary may add all default interest, late charges, any prepayment premium, Swap Contract breakage fees and similar amounts owing from time to time under the Note to the principal balance of the Note,and in either case Beneficiary may include the amount of all unpaid late charges in any credit bid Beneficiary may make at a foreclosure sale of the Property pursuant to this Security Instrument. Section 7.4 PERSONAL PROPERTY. It is the express understanding and intent of the parties that as to any personal property interests subject to Article 9 of the Uniform Commercial Code,Beneficiary, -16- 4876-0951-4615.v6 ADA,ID Page 17 of 36 Printed on 1/20/2025 6:02:38 PM Document: DOT 2023.68191 Branch :TAD,User:SBAL Comment: Station Id:BS9V upon an Event of Default,may proceed under the Uniform Commercial Code or may proceed as to both real and personal property interests in accordance with the provisions of this Security Instrument and its rights and remedies in respect of real property, and treat both real and personal property interests as one parcel or package of security as permitted by the Uniform Commercial Code or other applicable law,and further may sell any shares of corporate stock evidencing water rights in accordance with applicable law. Section 7.5 APPOINTMENT OF RECEIVER. Subject to the provisions of Idaho Code§8-601A, upon the occurrence of an Event of Default,Beneficiary,as a matter of right and without notice to Grantor or any one claiming under Grantor,and without regard to the then value of the Property or the interest of Grantor therein,will have the right to apply to any court having jurisdiction to appoint a receiver or receivers of the Property,and Grantor irrevocably consents to such appointment and waives notice of any application therefor and consents to Beneficiary being appointed as such receiver if Beneficiary so elects. Any such receiver or receivers will have all the usual powers and duties of receivers in like or similar cases,and all the powers and duties of Beneficiary in case of entry as provided herein, and will continue as such and exercise all such powers until the later of the date of confirmation of sale of the Property or the date of expiration of any redemption period,unless such receivership is sooner terminated. Such receiver and his agents will be empowered to(i)take possession of the Property and perform all necessary or desirable acts with respect to management and operation of the Property and any businesses conducted by Grantor or any other person thereon and any business assets used in connection therewith and, if the receiver deems it appropriate,to operate the same,(ii)exclude Grantor and Grantor's agents,servants,and employees from the Property, (iii) collect the rents, issues,profits, and income therefrom, (iv)complete any construction which may be in progress,(v)do such maintenance and make such repairs and alterations as the receiver deems necessary,(vi)use all stores of materials,supplies,and maintenance equipment on the Property and replace such items at the expense of the receivership estate,(vii)to pay all taxes and assessments against the Property,all premiums for insurance thereon,all utility and other operating expenses,and all sums due under any prior or subsequent encumbrance,(viii)generally do anything which Grantor could legally do if Grantor were in possession of the Property,and(ix)take any other action permitted by law. All expenses incurred by the receiver or his agents will constitute a part of the Obligations. Any revenues collected by the receiver will be applied first to the expenses of the receivership,including attorneys' fees incurred by the receiver and by Beneficiary,together with interest thereon at the Default Rate from the date incurred until repaid, and the balance will be applied toward the Obligations or in such other manner as the court may direct. Unless sooner terminated with the express consent of Beneficiary,any such receivership will continue until the Obligations have been discharged in full,or until title to the Property has passed after a receivership sale or a foreclosure sale and all applicable periods of redemption have expired. Section 7.6 REMEDIES NOT EXCLUSIVE. Trustee and Beneficiary, and each of them, will be entitled to enforce payment and performance of any and all of the Obligations and to exercise all rights and powers under the Loan Documents and under the law now or hereafter in effect,notwithstanding some or all of the Obligations may now or hereafter be otherwise secured or guaranteed. Neither the acceptance of this Security Instrument nor its enforcement,whether by court action or pursuant to the power of sale or other rights herein contained, will prejudice or in any manner affect Trustee's or Beneficiary's right to realize upon or enforce any other security or guaranty now or hereafter held by Trustee or Beneficiary, it being agreed that Trustee and Beneficiary,and each of them are entitled to enforce this Security Instrument and any other security or any guaranty now or hereafter held by Beneficiary or Trustee in such order and manner as they or either of them may in their absolute discretion determine. No remedy herein conferred upon or reserved to Trustee or Beneficiary is intended to be exclusive of any other remedy herein or by law provided or permitted,but each is cumulative and will be in addition to every other remedy given hereunder or now or hereafter existing under the law. Every power or remedy given by any of the Loan Documents _ or by law to Trustee or Beneficiary or to which either of them may be otherwise entitled,may be exercised, concurrently or independently,from time to time and as often as may be deemed expedient by Trustee or Beneficiary and,to the extent permitted by law,either of them may pursue inconsistent remedies. -17- 4876-0951-4615.v6 ADA,ID Page 18 of 36 Printed on 1/20/2025 6:02:39 PM Document: DOT 2023.68191 Branch :TAD,User:SBAL Comment: Station Id:BS9V Section 7.7 DEFICIENCY. Subject to the provisions of Idaho Code§45-1512,Grantor agrees to pay any deficiency arising from any cause to which Beneficiary may be entitled after applications of the proceeds of any sale. Section 7.8 No MERGER. In the event of a foreclosure of this Security Instrument or any other mortgage or deed of trust securing the Obligations,the Obligations then due Beneficiary will not be merged into any decree of foreclosure entered by the court,and Beneficiary may concurrently or subsequently seek to foreclose one or more mortgages or deeds of trust which also secure said Obligations. Section 7.9 REQUEST FOR NOTICE. Grantor requests a copy of any notice of default and that any notice of sale hereunder and under any other deed of trust affecting the Property now or at any time in the future be mailed to it at the address set forth in the Loan Agreement. Section 7.10 ACTIONS AND PROCEEDINGS. Grantor will give Beneficiary prompt written notice of the assertion of any claim with respect to,or the filing of any action or proceeding purporting to affect the Property,the security hereof or the rights or powers of Beneficiary. Beneficiary has the right to appear in and defend any action or proceeding brought with respect to the Property and to bring any action or proceeding,in the name and on behalf of Grantor,which Beneficiary, in its discretion,decides should be brought to protect its interest in the Property. Section 7.11 RECOVERY OF SUMS REQUIRED TO BE PAID. Beneficiary will have the right from time to time to take action to recover any sum or sums which constitute a part of the Obligations as the same become due, without regard to whether or not the balance of the Obligations is due, and without prejudice to the right of Beneficiary thereafter to bring an action of foreclosure,or any other action,for a default or defaults by Grantor existing at the time such earlier action was commenced. In the event Grantor is curing a default or is paying off the Loan and Beneficiary has incurred fees which Grantor is obligated to pay to Beneficiary under any of the Loan Documents or any other document evidencing or securing the Obligations, and such amount has not been reduced to a final amount at the time Grantor is curing the default or is paying off the Loan,Beneficiary may require Grantor to pay a reasonable estimate of such fees with the payment curing the default or with the payoff of the Loan,and any amount paid in excess of the estimate by the Grantor will be refunded to the Grantor after the final amount of such fee is determined. Section 7.12 OTHER RIGHTS,ETC. (a) The failure of Beneficiary to insist upon strict performance of any tern hereof will not be deemed to be a waiver of any term of this Security Instrument. Grantor will not be relieved of Grantor's obligations hereunder by reason of(i)the failure of Beneficiary to comply with any request of Grantor or any guarantor or indemnitor with respect to the Loan to take any action to foreclose this Security Instrument or otherwise enforce any of the provisions hereof or of the Note or the other Loan Documents, (ii) the release,regardless of consideration,of the whole or any part of the Property,or of any Person liable for the Obligations or any portion thereof,or(iii)any agreement or stipulation by Beneficiary extending the time of payment or otherwise modifying or supplementing the terms of the Note,this Security Instrument or the other Loan Documents. (b) It is agreed that the risk of loss or damage to the Property is on Grantor, and Beneficiary will have no liability whatsoever for decline in value of the Property,for failure to maintain any insurance policies, or for failure to determine whether insurance in force is adequate as to the amount or nature of risks insured. Possession by Beneficiary will not be deemed an election of judicial relief if any such possession is requested or obtained with respect to all or any portion of the Property or collateral not in Beneficiary's possession. -18- 4876-0951-4615.v6 ADA,ID Page 19 of 36 Printed on 1/20/2025 6:02:39 PM Document: DOT 2023.68191 Branch :TAD,User:SBAL Comment: Station Id:BS9V (c) Beneficiary may resort for the payment of the Obligations to any other security held by Beneficiary in such order and manner as Beneficiary, in its discretion, may elect. Beneficiary may take action to recover the Obligations, or any portion thereof, or to enforce any covenant hereof without prejudice to the right of Beneficiary thereafter to foreclose this Security Instrument. The rights of Beneficiary under this Security Instrument will be separate,distinct,and cumulative and none will be given effect to the exclusion of the others. No act of Beneficiary will be construed as an election to proceed under any one provision herein to the exclusion of any other provision. Beneficiary will not be limited exclusively to the rights and remedies herein stated but will be entitled to every right and remedy now or hereafter afforded at law or in equity. Bit Section 7.13 RIGHT TO RELEASE ANY PORTION OF THE PROPERTY. Beneficiary may release - any portion of the Property for such consideration as Beneficiary may require without,as to the remainder of the Property, in any way impairing or affecting the lien or priority of this Security Instrument, or improving the position of any subordinate lienholder with respect thereto, except to the extent that the obligations hereunder are reduced by the actual monetary consideration,if any,received by Beneficiary for such release, and may accept by assignment, pledge or otherwise any other property in place thereof as Beneficiary may require without being accountable for so doing to any other lienholder. This Security Instrument will continue as a lien on, and security interest in, the remaining portion of the Property. Beneficiary shall,at Grantor's request,instruct the Trustee to partially reconvey from the encumbrance of this Security Instrument one or more lots of the Land if all of the conditions as specified in Section 2.7 of the Loan Agreement are satisfied in the sole discretion of Beneficiary. Section 7.14 VIOLATION OF LAWS. If the Property is not in compliance in all material respects with Governmental Requirements, Beneficiary may impose additional requirements upon Grantor in connection herewith including monetary reserves or financial equivalents. Section 7.15 RIGHT OF ENTRY. Upon reasonable notice to Grantor,Beneficiary and its agents will have the right to enter and inspect the Property at all reasonable times. Section 7.16 BANKRUPTCY. (a) After the occurrence of an Event of Default,Beneficiary will have the right to proceed in its own name or in the name of Grantor in respect of any claim, suit, action or proceeding relating to the rejection of any Lease,including the right to file and prosecute,to the exclusion of Grantor,any proofs of claim,complaints,motions,applications,notices and other documents,in any case in respect of the lessee under such Lease under the Bankruptcy Code. (b) If there is filed by or against Grantor a petition under the Bankruptcy Code and Grantor,as lessor under any Lease,determines to reject such Lease pursuant to Section 365(a)of the Bankruptcy Code, then Grantor will give Beneficiary not less than 10 days' prior notice of the date on which Grantor will apply to the Bankruptcy court for authority to reject the Lease. Beneficiary will have the right,but not the obligation,to serve upon Grantor within such 10 day period a notice stating that(i)Beneficiary demands that Grantor assume and assign the Lease to Beneficiary pursuant to Section 365 of the Bankruptcy Code and(ii)Beneficiary covenants to cure or provide adequate assurance of future performance under the Lease. If Beneficiary serves upon Grantor the notice described in the preceding sentence,Grantor will not seek to reject the Lease and will comply with the demand provided for in clause(i)of the preceding sentence within 30 days after the notice is given,subject to the performance by Beneficiary of the covenant provided for in clause(ii)of the preceding sentence. Section 7.17 ACCEPTANCE of CURE. To the extent permitted by applicable law, Beneficiary may accept a cure of an Event of Default from time to time in its discretion but without any obligation -19- 4876-0951-4615.v6 ADA,ID Page 20 of 36 Printed on 1/20/2025 6:02:39 PM Document: DOT 2023.68191 Branch :TAD,User:SBAL Comment: Station Id:BS9V whatsoever to do so. Grantor will only be entitled to rely on such an acceptance if Beneficiary expressly states,in writing,that it has accepted such a cure. If Beneficiary accepts a cure of an Event of Default,and no other uncured Event of Default is then continuing, then Beneficiary may agree in its discretion, but without any obligation to do so, to treat any provision in this Security Instrument or in any other Loan Document as if no Event of Default had ever occurred. Section 7.18 ACCEPTANCE OF PAYMENTS. Grantor agrees that if Grantor makes a tender of a payment but does not simultaneously tender payment of any late charge, Default Rate interest, Swap Obligations or other amount then due and owing by Grantor under this Security Instrument or the other Loan Documents or an other document evidencing or securing the Obligations, and such payment is Y g g g P Y _ accepted by Beneficiary, with or without protest, such acceptance will not constitute any waiver of Beneficiary's rights to receive such amounts. Furthermore, if Beneficiary accepts any payment from Grantor or any Guarantor after a Default or Event of Default,such acceptance will not constitute a waiver or satisfaction of any such Default or Event of Default. Any waiver or satisfaction of a Default or Event of Default must be evidenced by an express writing of Beneficiary. Article 8-ENVIRONMENTAL HAZARDS Section 8.1 ENVIRONMENTAL COVENANTS. Grantor has provided representations,warranties and covenants regarding environmental matters set forth in the Indemnity and Grantor will comply with the aforesaid covenants regarding environmental matters.Notwithstanding anything in this Security Instrument to the contrary,the term"Obligations"does not include any obligations or liabilities under the Indemnity (as defined in the Loan Agreement)and the obligations and liabilities under the Indemnity are not secured by this Security Instrument. Article 9-INDEMNIFICATION The provisions of Section 8.1 (Expenses,Indemnity,Damage Waiver)of the Loan Agreement are hereby incorporated by reference into this Security Instrument to the same extent and with the same force as if fully set forth herein. Article 10-CERTAIN WAIVERS Section 10.1 WAIVER OF OFFSETS,DEFENSES, COUNTERCLAIM. Grantor waives the right to assert a counterclaim,other than a compulsory counterclaim,in any action or proceeding brought against it by Beneficiary to offset any obligations to make the payments required by the Loan Documents. No failure by Beneficiary to perform any of its obligations hereunder will be a valid defense to,or result in any offset against, any payments which Grantor is obligated to make under any of the Loan Documents or other documents evidencing or securing the Obligations. Section 10.2 MARSHALLING AND OTHER MATTERS. To the extent permitted by applicable law, Grantor waives the benefit of all appraisement,valuation, stay, extension, reinstatement, and redemption Laws now or hereafter in force and all rights of marshalling in the event of any sale hereunder of the Property or any part thereof or any interest therein. Further,Grantor expressly waives any and all rights of redemption from sale under any order or decree of foreclosure of this Security Instrument on behalf of Grantor,and on behalf of each and every Person acquiring any interest in or title to the Property subsequent to the date of this Security Instrument and on behalf of all other Persons to the extent permitted by applicable - law. Section 10.3 WAIVER OF NOTICE. To the extent permitted by applicable law,Grantor will not be entitled to any notices of any nature whatsoever from Beneficiary except with respect to matters for -20- 4876-0951-4615.v6 ADA,ID Page 21 of 36 Printed on 1/20/2025 6:02:39 PM Document: DOT 2023.68191 Branch :TAD,User:SBAL Comment: Station Id:BS9V which this Security Instrument or any of the other Loan Documents or other documents evidencing or securing the Obligations specifically and expressly provides for the giving of notice by Beneficiary to Grantor and except with respect to matters for which Beneficiary is required by applicable law to give notice,and Grantor expressly waives the right to receive any notice from Beneficiary with respect to any matter for which this Security Instrument does not specifically and expressly provide for the giving of notice by Beneficiary to Grantor. All sums payable by Grantor pursuant to this Security Instrument must be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Grantor hereunder will in no way be released,discharged or otherwise affected(except as expressly provided herein)by reason of: (a)any damage to or destruction of or any condemnation or similar taking of the Property or any part thereof,(b)any restriction or prevention of or interference by any third party with any use of the Property or any part thereof-,(c)any title defect or encumbrance or any eviction from the Property or any part thereof by title paramount or otherwise;(d)any bankruptcy,insolvency,reorganization,composition,adjustment, =_ dissolution,liquidation or other like proceeding relating to Beneficiary,or any action taken with respect to this Security Instrument by any trustee or receiver of Beneficiary,or by any court,ui any such proceeding; (e)any claim which Grantor has or might have against Beneficiary;(f)any default or failure on the part of Beneficiary to perform or comply with any of the terms hereof or of any other agreement with Grantor;or (g)any other occurrence whatsoever,whether similar or dissimilar to the foregoing;whether or not Grantor has notice or knowledge of any of the foregoing. Section 10.4 WAIVER OF STATUTE OF LIMITATIONS. To the extent permitted by applicable law, Grantor expressly waives and releases to the fullest extent permitted by law,the pleading of any statute of limitations as a defense to payment or performance of the Obligations. Article 11 -NOTICES All notices or other written communications hereunder will be delivered in accordance with the — notice provisions of the Loan Agreement. Article 12-APPLICABLE LAW Section 12.1 GOVERNING LAW WAIVER OF JURY TRIAL; JURISDICTION. IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS SECURITY INSTRUMENT AND THE OBLIGATIONS ARISING HEREUNDER WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH,THE LAWS OF THE STATE OF IDAHO,APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE(WITHOUT REGARD TO PRINCIPLES OF CONFLICT LAWS)AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, GRANTOR UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS SECURITY INSTRUMENT,AND THIS SECURITY INSTRUMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF IDAHO,AND ANY LAWS OF THE UNITED STATES OF AMERICA APPLICABLE TO NATIONAL BANKS. Section 12.2 TO THE FULLEST EXTENT PERMITTED BY LAW, GRANTOR AND BENEFICIARY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION RELATING TO THE LOAN AND/OR THE LOAN DOCUMENTS. GRANTOR,TO THE FULLEST EXTENT PERMITTED BY LAW, KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, (A) SUBMITS TO PERSONAL JURISDICTION IN THE STATE OF IDAHO OVER ANY SUIT, ACTION OR PROCEEDING BY ANY PERSON ARISING -21- 4876-0951-4615.v6 ADA,ID Page 22 of 36 Printed on 1/20/2025 6:02:40 PM Document: DOT 2023.68191 Branch :TAD,User:SBAL Comment: Station Id:BS9V FROM OR RELATING TO THIS SECURITY INSTRUMENT, (B) AGREES THAT ANY SUCH ACTION,SUIT OR PROCEEDING MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF IDAHO,(C) SUBMITS TO THE JURISDICTION AND VENUE OF SUCH COURTS AND WAIVES ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT CONVENIENT,AND(D)AGREES THAT IT WILL NOT BRING ANY ACTION, SUIT OR PROCEEDING IN ANY OTHER FORUM (BUT NOTHING HEREIN WILL AFFECT THE RIGHT OF BENEFICIARY TO BRING ANY ACTION, SUIT OR PROCEEDING IN ANY OTHER FORUM). GRANTOR FURTHER CONSENTS AND AGREES TO SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT,ACTION OR PROCEEDING BY REGISTERED OR CERTIFIED U.S. MAIL, POSTAGE PREPAID, TO GRANTOR AT THE ADDRESSES FOR NOTICES DESCRIBED IN THIS SECURITY INSTRUMENT,AND CONSENTS AND AGREES THAT SUCH SERVICE WILL CONSTITUTE IN EVERY RESPECT VALID AND EFFECTIVE SERVICE (BUT NOTHING HEREIN WILL AFFECT THE VALIDITY OR EFFECTIVENESS OF PROCESS SERVED IN ANY OTHER MANNER PERMITTED BY LAW). Section 12.3 PROVISIONS SUBJECT To APPLICABLE LAW. All rights, powers and remedies provided in this Security Instrument may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of law and are intended to be limited to the extent necessary so that they will not render this Security Instrument invalid,unenforceable or not entitled to be recorded,registered or filed under the provisions of any applicable law. If any term of this Security Instrument or any application thereof is invalid or unenforceable,the remainder of this Security Instrument and any other application of the term will not be affected thereby. Article 13-DEFINITIONS All capitalized terms not defined herein will have the respective meanings set forth in the Loan Agreement. If a capitalized term is defined herein and the same capitalized term is defined in the Loan Agreement,then the capitalized term that is defined herein will be utilized for the purposes of this Security Instrument, provided that the foregoing does not impact provisions that are incorporated herein by reference. Unless the context clearly indicates a contrary intent or unless otherwise specifically provided herein,words used in this Security Instrument may be used interchangeably in singular or plural form and the word"Grantor"will mean"each Grantor and any subsequent owner or owners of the Property or any part thereof or any interest therein, without limitation or waiver of any restrictions on transfers of any interests therein as set forth in any Loan Document,"the word`Beneficiary"will mean`Beneficiary and any subsequent holder of the Note," the word "Note" will mean "the Note and any other evidence of indebtedness secured by this Security Instrument,"the word "Property'will include any portion of the Property and any interest therein,and the phrases"attorneys' fees","legal fees"and"counsel fees"will include any and all in-house and outside attorneys', paralegals' and law clerks' fees and disbursements, including fees and disbursements at the pre-trial,trial and appellate levels incurred or paid by Beneficiary in protecting its interest in the Property,the Leases and the Rents and enforcing its rights hereunder. Article 14-MISCELLANEOUS PROVISIONS Section 14.1 No ORAL CHANGE. This Security Instrument,and any provisions hereof,may not be modified,amended,waived,extended,changed,discharged or terminated orally or by any act or failure to act on the part of Grantor or Beneficiary,but only by an agreement in writing signed by the party against whom enforcement of any modification,amendment,waiver, extension, change,discharge or termination is sought. Section 14.2 SUCCESSORS AND ASSIGNS. This Security Instrument will be binding upon and inure to the benefit of Grantor,Trustee,and Beneficiary and their respective successors and assigns forever. -22- 4876-0951-4615.v6 ADA,ID Page 23 of 36 Printed on 1/20/2025 6:02:40 PM Document: DOT 2023.68191 Branch :TAD,User:SBAL Comment: Station Id:BS9V Section 14.3 INAPPLICABLE PROVISIONS. If any term, covenant or condition of the Loan Agreement, the Note or this Security Instrument is held to be invalid, illegal, or unenforceable in any respect, the Loan Agreement, the Note, and this Security Instrument will be construed without such provision. Section 14.4 HEADINGS,ETC. The headings and captions of various Sections of this Security Instrument are for convenience of reference only and are not to be construed as defining or limiting,in any way,the scope or intent of the provisions hereof. Section 14.5 SUBROGATION. If any or all of the proceeds of the Loan have been used to extinguish,extend or renew any indebtedness heretofore existing against the Property,then,to the extent of the funds so used,Beneficiary will be subrogated to all of the rights,claims, liens,titles,and interests existing against the Property heretofore held by,or in favor of,the holder of such indebtedness and such former rights,claims,liens,titles,and interests,if any,are not waived but rather are continued in full force - and effect in favor of Beneficiary and are merged with the lien and security interest created herein as cumulative security for the repayment of the Obligations, the performance and discharge of Grantor's obligations hereunder, under the Loan Agreement, the Note and the other Loan Documents and the performance and discharge of the Other Obligations. Section 14.6 ENTIRE AGREEMENT. The Note,the Loan Agreement,this Security Instrument, the other Loan Documents and any other documents evidencing or securing the Obligations constitute the entire understanding and agreement between Grantor and Beneficiary with respect to the transactions arising in connection with the Obligations and supersede all prior written or oral understandings and agreements between Grantor and Beneficiary with respect thereto. Grantor acknowledges that,except as incorporated in writing in the Note, the Loan Agreement, this Security Instrument, the other Loan Documents and any other documents evidencing or securing the Obligations,there are not, and were not, and no Persons are or were authorized by Beneficiary to make, any representations, understandings, stipulations,agreements or promises,oral or written,with respect to the transaction which is the subject of such documents. Section 14.7 LIMITATION ON BENEFICIARY'S RESPONSIBILITY. No provision of this Security Instrument will operate to place any obligation or liability for the control, care,management or repair of the Property upon Beneficiary,nor will it operate to make Beneficiary responsible or liable for any waste committed on the Property by the tenants or any other Person,or for any dangerous or defective condition of the Property,or for any negligence in the management,upkeep,repair or control of the Property resulting in loss or injury or death to any tenant, licensee,employee or stranger. Nothing herein contained will be construed as constituting Beneficiary a"mortgagee in possession." Section 14.8 JOINT AND SEVERAL. If more than one Person has executed this Security Instrument as "Grantor,"the representations, covenants, warranties, and obligations of all such Persons hereunder will be joint and several. Section 14.9 BENEFICIARY'S DISCRETION. Whenever,pursuant to this Security Instrument or any of the other Loan Documents,Beneficiary exercises any right given to it to approve or disapprove,or any arrangement or term is to be satisfactory or acceptable to Beneficiary, or Beneficiary exercises any right to grant or withhold consent, or Beneficiary exercises its discretion in making any decision, the decision of Beneficiary will,except as is otherwise specifically herein provided,be in the sole and absolute discretion of Beneficiary and will be final and conclusive. Section 14.10 No MERGER. So long as the Obligations owed to Beneficiary secured hereby remain unpaid and undischarged and unless Beneficiary otherwise consents in writing,the fee,leasehold, -23- 4876-0951-4615.v6 ADA,ID Page 24 of 36 Printed on 1/20/2025 6:02:40 PM Document: DOT 2023.68191 Branch :TAD,User :SBAL Comment: Station Id:BS9V subleasehold, and sub-subleasehold estates in and to the Property will not merge but will always remain separate and distinct, notwithstanding the union of estates (without implying Grantor's consent to such union)either in Grantor,Beneficiary,any tenant or any third parry by purchase or otherwise. In the event this Security Instrument is originally placed on a leasehold estate and Grantor later obtains fee title to the Property,such fee title will be subject and subordinate to this Security Instrument. Article 15-TRUSTEE Section 15.1 APPOINTMENT OF SUCCESSOR TRUSTEE. Beneficiary may,from time to time,by a written instrument executed and acknowledged by Beneficiary and recorded in the county in which the Property is located and by otherwise complying with the provisions of applicable law,substitute a successor or successors to any Trustee named herein or acting hereunder;and said successor will,without conveyance from the Trustee predecessor,succeed to all title,estate,rights,powers and duties of said predecessor. Section 15.2 TRUSTEE'S POWERS. At any time,or from time to time,without liability therefor and without notice,upon written request of Beneficiary and without affecting the personal liability of any person for payment of the Obligations or the effect of this Security Instrument upon the remainder of said Property,Trustee may(a)reconvey any part of said Property,(b)consent in writing to the making of any map or plat thereof,(c)join in granting any easement thereon,or(d)join in any extension agreement or any agreement subordinating the lien or charge hereof. Section 15.3 ACCEPTANCE BY TRUSTEE. Trustee accepts this Trust when this Security Instrument,duly executed and acknowledged,is made a public record as provided by law. Article 16-STATE-SPECIFIC PROVISIONS Section 16.1 In the event of any inconsistencies between the terms and conditions of this Article 17 and the other terms and conditions of this Security Instrument,the terms and conditions of this Article 17 will control and be binding. Section 16.2 PRINCIPLES OF CONSTRUCTION. Without limiting the application of applicable law,funds disbursed that,in the reasonable exercise of Beneficiary's judgment,are needed to complete the Improvements to the Land or to protect Beneficiary's security are to be deemed obligatory advances hereunder and will be added to the total indebtedness evidenced by the Note and secured by this Security Instrument and this indebtedness will be increased accordingly. Section 16.3 CONDEMNATION PROCEEDS. To the extent permitted by applicable law and except as otherwise expressly provided herein, Grantor specifically, unconditionally, and irrevocably waives all rights of a property owner granted under applicable law which provide for allocation of condemnation proceeds between a property owner and a lienholder. Section 16.4 OBLIGATIONS OF ENVIRONMENTAL INDEMNITY AND GUARANTEES. Notwithstanding anything to the contrary set forth herein or any of the Loan Documents, this Security Instrument does not and will not secure the obligations evidenced by or arising under any environmental indemnity made by Grantor with respect to the Property or any guaranty constituting a Loan Document. Section 16.5 FIXTURE FILING. Upon its recording in the real property records, this Security Instrument will be effective as a financing statement filed as a fixture filing. In addition, a carbon, photographic or other reproduced copy of this Security Instrument and/or any financing statement relating hereto will be sufficient for filing and/or recording as a financing statement. The filing of any other -24- _ 4876-0951-4615.v6 ADA,ID Page 25 of 36 Printed on 1/20/2025 6:02:40 PM Document: DOT 2023.68191 Branch :TAD,User:SBAL Comment: Station Id:BS9V financing statement relating to any personal property, rights or interests described herein will not be construed to diminish any right or priority hereunder. Section 16.6 ASSESSMENTS AGAINST PROPERTY. Grantor will not, without the prior written approval of Beneficiary,which may be withheld for any reason,consent to or allow the creation of any so- called special districts,special improvement districts,benefit assessment districts or similar districts,or any other body or entity of any type, or allow to occur any other event, that would or might result in the imposition of any additional taxes,assessments or other monetary obligations or burdens on the Property, and this provision serves as RECORD NOTICE to any such district or districts or any governmental entity under whose authority such district or districts exist or are being formed that, should Grantor or any other person or entity include all or any portion of the Property in such district or districts,whether formed or in the process of formation, without first obtaining Beneficiary's express written consent, the rights of Beneficiary in the Property pursuant to this Security Instrument or following any foreclosure of this Security Instrument,and the rights of any person or entity to whom Beneficiary might transfer the Property following a foreclosure of this Security Instrument,will be senior and superior to any taxes,charges,fees,assessments or other impositions of any kind or nature whatsoever,or liens(whether statutory,contractual or otherwise) levied or imposed, or to be levied or imposed, upon the Property or any portion thereof as a result of inclusion of the Property in such district or districts. [Signature Pages Follow] -25- 4876-0951-4615.v6 ADA,ID Page 26 of 36 Printed on 1/20/2025 6:02:40 PM Document: DOT 2023.68191 Branch :TAD,User:SBAL Comment: Station Id:BS9V IN WITNESS WHEREOF,THIS SECURITY INSTRUMENT has been executed by Grantor as of the day and year first above written. GRANTOR: BVB TEN MILE CROSSING ANNEX,LLC, an Idaho limited liability company By: BV MANAGEMENT SERVICES,INC., an Idaho corporation,Its Manager GINA AFRANCOM NOTARY PUBLIC.STATE OF IOAHO COMMISSION NUMBER 20226743 By MY COMMISSION EXPIRES 12-12.2028 Cortn Liddiard,Preside STATE OF IDAHO ) ss. County of Igbl th UI��� This record was acknowledged before me on November��,2023, by CORTNEY LIDDIARD as Presid nt of BV MANAGEMENT SERVICES,INC.,the Manager of BTM Ten Mile Crossing Annex LLC. Signature of notary public My commission expires: -26- 4876-0951-4615.v6 ADA,ID Page 27 of 36 Printed on 1/20/2025 6:02:41 PM Document: DOT 2023.68191 Branch :TAD,User:SBAL Comment: Station Id:BS9V DWT INVESTMENTS LLC, an Idaho limited liability company By: BRIGHTON CORPORATION, an Idaho corporation is Manager By: Robert L.Aillips,President STATE OF IDAHO ss. County of M& This record was acknowledged before me on November J(p , 2023, by ROBERT L. PHH LIPS as President of BRIGHTON CORPORATION,the Manager of DWT INVESTMENTS LLC. C> Signature of nV(aryfublic --—AA M-A-N D-A—M—C—RAY R—RAY*' COMMISSION 52" OMMISSION#29528 C My commission expires: L NOTARY PUBLIC NOTARY STATE OF IDAHO C m My COMMISSION OMMISSIO '0 y cOMMISSION EXPIRES 0411512J029 -27- 4876-0951-4615.v6 ADAJD Page 28 of 36 Printed on 1/20/2025 6:02:41 PM Document: DOT 2023.68191 Branch :TAD,User:SBAL Comment: Station Id:BS9V SCS INVESTMENTS LLC, an Idaho limited liability company By: Michael A.Hall,President STATE OF IDAHO ) ss. County of ) This record was acknowledged before me on November i C—,2023,by MICHAEL A.HALL as President of SCS INVESTMENTS LLC. Signature of notary public �" DONNA WILSON 674 M commission expires: �® �p COMMISSION#6 C Y p NOTARY PUBLIC STATE OF IDAHO -28- 4876-0951-4615.v6 ADA,ID Page 29 of 36 Printed on 1/20/2025 6:02:41 PM Document: DOT 2023.68191 Branch :TAD,User :SBAL Comment: Station Id:BS9V EXHIBIT A LEGAL DESCRIPTION That certain real property located in Ada County,Idaho and more particularly described as follows: Parcel 1: _ A parcel of land being a portion of the West 1/2 of the Northwest 1/4 of Section 14,Township 3 North, Mange I West, B.M.,City of Meridian,Ada County,Idaho being more particularly described as follows: l Commencing at an aluminum cap marking the West 1/4 corner of said Section 14,which bears S00033'33"W a distance of 2,658.39 feet from a brass cap marking the Northwest comer of said Section 14,thence following the westerly line of said Northwest 114,N00033'33"E a distance of 413.82 feet; Thence leaving said westerly line,S89026'27"E a distance of 304.24 feet to the southeast corner of TM- Center Subdivision No. 1(Bock 124, Pages 19861-19863,records of Ada County,Idaho)and being the POINT OF BEGINNING. Thence following the easterly boundary of said subdivision the following seven(7)courses: 1.N1204436"E a distance of 14.70 feet; 2.37.95 feet along the arc of a circular curve to the right,said curve having a radius of 200.00 feet,a delta angle of 10052'21",a chord bearing of N18010'46"E and a chord distance of 37.89 feet; 3.N231136'56"E a distance of 72.03 feet* 4.80.48 feet along the arc of a circular curve to the left, said curve having a radius of 200.00 feet, a delta angle of 23603'23",a chord bearing of N12005'15"E and a chord distance of 79.94 feet; 5.N00033'33"E a distance of 734.55 fleet; - 6.50.59 feet along the arc of a circular curve to the right,said curve having a radius of 300.00 feet,a delta angle of 09039''41",a chord bearing of N05023'23"E and a chord distance of 50.53 feet; 7. N101113'14"E a distance of 38.30 feet to the southerly right-of-way line of W.Cobalt Dr.; Thence leaving said subdivision boundary and following said southerly right-of-way Fine the following thirteen(13)courses: 1.S86040'15"E a distance of 73.26 feet; 2.S75005'28"E a distance of 334.91 feet; 3.S44044'03"E a distance of 25.72 feet; 4.S75005'28"E a distance of 47.69 feet; 5. N74833'07"E a distance of 25.72 feet; 6.S75005'28"E a distance of 75.87 feet; 7. 115.84 feet along the arc of a circular curve to the left,said curve having a radius of 382.50 feet,a delta angle of 171321'06",a chord bearing of S83046'01"E and a chord distance of 115.39 feet; B. N87033'27"E a distance of 14.80 feet; 9.S74035`34"E a distance of 16.11 feet; 10.N84031'48"E a distance of 35.05 feet; 11.S83026`48"E a distance of 11.2-2 feet; A-1 4876-0951-4615.v6 ADA,ID Page 30 of 36 Printed on 1/20/2025 6:02:41 PM Document: DOT 2023.68191 Branch :TAD,User :SBAL Comment: Station Id:BS9V 12.29.62 feet along the arc of a circular curve to the right,said curve having a radius of 66.00 feet,a delta angle of 2SG53'23",a chord bearing of S70030'07"E and a chord distance of 29.57 feet; 13, 15.18 feet along the arc of a compound curve to the Tight,said curve having a radius of 23.00 feet,a delta angle of 371148'17",a chord bearing of S38D39'16"E and a chord distance of 14.90 feet to the westerly right-of-way line of S.Wayfinder Ave.; Thence leaving said southerly right-of-way line and following said westerly right-of-way line the following nineteen(19)courses., 1.78.36 feet along the arc of a compound curve to the right,said curve having a radius of 551.00 feet,a delta angle of 081,44'20",a chord bearing of S1504040"E and a chord distance of 78.30 feet; 2.N88113728"E a distance of 1.50 feet; 3.S02028'07"E a distance of 40.83 feet; 4.3.47 feet along the arc of a circular curve to the right,said curve having a radius of 964.50 feet, a delta angle of 00G12'23",a chord bearing of S071114'04"E and a chord distance of 3.47 feet; 5.S1800932"E a distance of 10.19 feet; 6.45.88 feet along the arc of a circular curve to the right,said curve having a radius of 966.50 feet,a delta angle of 021,43'12",a chord bearing of S05010'43"E and a chord distance of 45.88 feet; 7.82.52 feet along the arc of a compound curve to the right,said curve having a radius of 1,079.50 feet, a delta angle of 0402248",a chord bearing of S01037'43"E and a chord distance of 82.50 feet 8.S0003341"W a distance of 231.27 feet; 9.213.38 feet along the arc of a circular curve to the right,said curve having a radius of 163.00 feet,a delta angle of751100'23",a chord bearing of S38003'53"W and a chord distance of 198.47 feet; 10.S75034'04�W a distance of 78.94 feet; 11.52.45 feet along the arc of a Circular curve to the left,said curve having a radius of 337.00 feet,a delta angle of 081155'04",a chord bearing of S711106'32"W and a chord distance of 52.40 feet; 12.S67052'34"W a distance of 38.59 feet; 13.89.95 feet along the arc of a circular curve to the left,said curve having a radius of 213.50 feet a delta angle of 24�08'22",a chord bearing of S551148'23"W and a chord distance of 89.29 feet; 14. 169.27 feet along the arc of a compound curve to the left,said curve having a radius of 607.53 feet, a delta angle of 15057'50",a chord bearing of S35045'18"4'i/and a chord distance of 168.72 feet; 15.S38032'12'W a distance of 10.01 feet, 16.32.39 feet along the arc of a Circular curve to the left,said curve having a radius of 245.50 feet.,a delta angle of 071,33'35",a chord bearing of S22009'39"W and a chord distance of 32.37 feet; 17.2.27 feet along the arc of a reverse curve to the right said curve having a radius of 34.50 feet,a delta angle of 03046'35",a chord bearing of S20016'09"W and a chord distance of 2.27 feet; 18.S22009'27'W a distance of 3.72 feet; 19.N72054'28"W a distance of 1.51 feet:to the northerly right-of-way line of S.Vanguard Way; Thence leaving said westerly right--of-way line and following said northerly right-of-way line the following five(5)courses: 1. 27.45 feet along the arc of a circular curve to the right,said curve having a radius of 33.00 fie-et, a delta angle of 471140'06",a chord bearing of S51057'28"W and a chord distance of 26.67 feet, 2. 19.91 feet along the arc of a compound curve to the right,said curve having a radius of 147.00 feet,a delta angle W7045'30',a chord bearing of S79040'21"W and a chord distance of 19.89 feet, -2- 4876-0951-4615.v6 ADAJD Page 31 of 36 Printed on 1/20/2025 6:02:42 PM Document: DOT 2023.68191 Branch :TAD,User :SBAL Comment: Station 1d:BS9V 3.S83033'08"W a distance of 52.56 feet; 4. 81.92 feet along the arc of a circular curve to the right,said curve having a radius of 140.00 feet,a delta angle of 33031'40",a chord bearing of N79041'01'W and a chord distance of 80.76 feet; 5.264.48 feet along the arc of a reverse curve to the left,said curve having a radius of 1,057.03 feet,a delta angle of 14020'10',a chord bearing of N713005'14�`W and a chord distance of 263.79 feet to the POINT OF BEGINNING. Parcel 2: A parcel of land being a portion of the Southwest 1/4 of the Northwest 1/4 of Section 14,Township 3 North,Range 1 West, B.M.,City of Meridian,Ada County,Idaho being more particularly described as follows: Commenting at an aluminum cap marking the West 1/4 corner of said Section 14,which bears S00033'33"W a distance of 2658.39 feet from a brass cap marking the Northwest comer of said Section 14,thence following the southerly line of said Southwest 114 of the Northwest 1/4,S89011'30"E a distance of 931.27 feet to a point on the easterly right-off way line of S.Vanguard Way and being the POINT OF BEGINNING. Thence following said easterly right-of-way line the following nine(9)courses: 1.38.54 feet along the arc of a curve to the left,said curve having a radius of 425.50 feet,a delta angle of 05011'21",a chord bearing of N34050'37"W and a chord distance of 38.52 feet, 2.86.55 feet along the arc of a compound curve to the left,said curve having a radius of 1,050.50 feet,a delta angle of 041143'15",a chord bearing of N39047'56'W and a chord distance of 86.53 feet; 3.49.29 feet along the arc of a compound curve to the left, said curve having a radius of 221.50 feet,a delta angle of 12045'01",a chord bearing of N51057'20'W and a chord distance of 49.19 feet, 4. 3.13 feet along the arc of a reverse curve to the right,said curve having a radius of 30.00 feet,a delta angle of 05058'50",a chord bearing of N55020'15"W and a chord distance of 3.13 fieet; 5. N45052'27"W a distance of 8.37 feet; 6.24.60 feet along the arc of a curve to the fight,said curve having a radius of 28.00 feet,a delta angle of 50020'48",a chord bearing of N20041'51"W and a chord distance of 23.82 feet, 7. N04028'44"E a distance of 99.03 feet; S.62.13 feet along the arc of a curve to the right, said curve having a radius of 310.43 feet,a delta angle of 111128'05",a chord bearing of N13043'15" E and a chord distance of 62.03 feet; 9.N72054'28"W a distance of 1.36 feet to a point on the easterly right-of-way line of S.Wayfinder Ave.; Thence leaving the easterly right-of-way line of said S.Vanguard Way and following the easterly right-of- way line of said S.Wayfinder Ave.the following seven(7)courses: 1. 10.76 feet along the arc of a curve to the right,said curve having a radius of 311.50 feet,a delta angle of 01058'44",a chord bearing of N20010'26" E and a chord distance of 10.76 feet; 2. N27048'21"E a distance of 10.03 feet; 3.40.50 feet along the arc of a curve to the right,said curve having a radius of 310.50 feet,a delta angle -3- 4876-0951-4615.v6 ADAJD Page 32 of 36 Printed on 1/20/2025 6:02:42 PM Document: DOT 2023.68191 Branch :TAD,User :SBAL Comment: Station Id:BS9V of 07028'23",a chord bearing of N26044'16"E and a chord distance of 40.47 feet; 4.112.44 feet along the arc of a compound curve to the right,said curve having a radius of 491.62 feet, a delta angle of 13006'17",a chord bearing of N371101'36"E and a chord distance of 112.20 feet; 5. 145.16 feet along the arc of a compound curve to the right,said curve having a radius of 260.00 feet, a delta angle of 31059'20",a chord bearing of N59034'24�'E and a chord distance of 143.28 feet; 6. N75034'04"E a distance of 69.32 feet; 7.282.91 feet along the arc of a curve to the left,said curve having a radius of 240.00 feet,a delta angle of 67032'27",a chord bearing of N41047'51"E and a chord distance of 266.82 feet, Thence leaving said easterly right-of-way line,S00D48'30"W a distance of 756.00 feet to a point on the southerly line of said Southwest 114 of the Northwest 114; Thence following said southerly line,N89011'30"Wa distance of 340.05 feet to the POINT OF BEGINNING. Parcel 3: A parcel of land being a portion of the Northwest 1/4 of Section 14,Township 3 North,Range 1 West, B.M., City of Meridian,Ada County,Idaho being more particularly described as follows: Commencing at an aluminum cap marking the Center 1/4 comer of said Section 14,which bears S001135'31'W a distance of 2,656.80 feet from an aluminum cap marking the North 1/4 comer of said Section 14,thence fallowing the southerly line of said Northwest 114,N89011'30'W a distance of 123.56 feet to the POINT OF BEGINNING. Thence following said southerly line, N89011'30"W a distance of 298.59 feet to the subdivision boundary of TM Center East No. 1; Thence leaving said southerly line and following said subdivision boundary the following four(4)courses: 1.N00048'30'E a distance of 703.00 feet; 2.N89011'30'W a distance of 254.00 feet; 3.N70042'09"W a distance of 167.13 feet; 4.N89011'30"W a distance of 550.00 feet to the easterly right-of-way line of S.Wayfinder Ave.; Thence leaving said subdivision boundary and following said easterly right-of-way line the following six (6)courses: 1.31.27 feet a long the arc of a curve to the let said curve having a radius of 240.00 feet,a delta angle of 0702756",a chord bearing of N0401729"E and a chord distance of 31.25 feet; 2.N00033'41'E a distance of 259.73 feet, 3.73.08 feet along the arc of a curve to the left,said curve having a radius of 636.17 feet a delta angle of 06034'54",a chord bearing of N0204346"W and a chord distance of 73.04 feet; 4.N061101'13"W a distance of 42.18 feet; S.N13008'40'W a distance of 10.08 feet; 6.N08015'25"W a distance of 31.76 feet to the southerly right-of-way line of W.Cobalt Drive; -4- 4876-0951-4615.v6 ADAJD Page 33 of 36 Printed on 1/20/2025 6:02:42 PM Document: DOT 2023.68191 Branch :TAD,User:SBAL Comment: Station Id:BS9V Thence leaving said easterly right-of-way line and following said southerly right-cif-way lime the following sixteen(16)courses: 1.N8803728"E a distance of L62 feet; 2:NOSP07'55"E a distance of 9.21 feet; 3.51.46:feet along the arc of a curve to the right,said curve having a radius of 56.00 feet;a delta angle of 5V47'13",a chord bearing of N37031'31"Eand a chord distance of 54.97 feet; 4.'73. 6 feet along the arc ofa compound curve to the right,said curve having ar radius of 481.00 feet,a delta angle of 08044'20",a chord hearing of 147101718"E and a chord distance of 73.29 feet; 5.N85613'55".E a distance of 39.16 feet; 6.1.41 feet along the arc of.a curve to the right,said curve having a radius of 663.00 feet,a delta angle of 00038'24",a chord hearing of N8IG05'45"E and a chord distance of 741 feet; 7.N700301VE a distance of 24.18:feet; 8.'49.64 feet along,the arc of a curve to the right,said curve having a radius of 668.0@ feet,a delta angle of 041115'27",a chord bearing of N85034'54"E and a chord distance of 49.63 feet; 9.38.62 feet along the arc of a compound curve to the right,said curve having a radius of 288.00 feet,a delta angle of 07041'01",a chord bearing of SB8"'2652"E and a chord distance of 38.59feet, 10,S84036'21"E a distance of 34.35 feet; 11.52.60 feet along the arc of a curve to he left,said curve having a radius of 659.00 feet,a delta angle of 04134 5%a chord bearing of 5661153'34"E and a chord distance of 52.59 feet;: 12.'S89010`47"E a distance of 491.26 feet; 1.3.S00049'13'W a distance of 3.00=feet; 14.S89010'47"E a distance of 233.52 feet 15.300.67 feet along the arc of a circular curve to the right,said curve having a radius of 961.50 feet,a. delta angle of 171,55'00",a chord bearing of S801)13'16"E and a chord distance of 299.44 fiyet; 16.S22Q31'05"E a distance of 27,03 feet to the westerly fight-of-way line of S.Benchmark Ave.;:. Thence leaving said southerly right-of-way.line and following said westerly right-of-way line,480.25 feet along the arc of a circular curve to the left,said curve having a radius of 1,001.50 feet,a delta angle of 77028'29",a chord bearing,of 51406313"W and a chord distance of 475.86 feet; Thence following said westerly right-of-way line;500°18'58"W a distance of 755.58 feet;to the POINT QF BEGINNING, LESS AND EXCEPTING THEREFROM that property conveyed to Ada County Highwayy District by Special Warranty Deed,recorded September 22, 2023 as Instrument No.Z023-054355;Records of Ada County, Idaho. Parcel III: Lots.1,2 and 3 in Block 1 of TM Center Subdivision No.1,according to the plat thereof,`filed in-Book 124 of Plats at Pages 19861 through 19863,Records of Ada Countyf Idaho, Parcel III-A: Parcel A of I Record of Survey recorded as instrument No.2023008463,being all of tot 4 and a portion of Lot 5,Block 1 of IN Center Subdivision No.1(Book 124 of Plats,Pages 19861-19863),situated in the Southwest 114 of the Northwest 114 of Section 14,Township 3 North,Range I West,Boise Meridian,City -5- 4876-0951-4615.v6 ADA,ID Page 34 of 36 Printed on 1/20/2025 6:02:42 PM Document: DOT 2023.68191 Branch :TAD,User :SBAL Comment: Station 1d:BS9V of Meridian,Ada County, Idaho and being more particularly described as follows. BEGINNING at a found 1/2-inch rebar marking the Southwest comer of said Lot 4,which bears N89026'27"W a distance of 338.00 feet from a found 1/2-inch rebar marking the Southeast corner of said Lot 4, Thence following the westerly boundary line of said TM Center Subdivision No. 1,N00033'33"E a distance of 121.00 feet to a set 5/8-inch rebar; Thence leaving said westerly subdivision boundary line,S89026'27"E a distance of 294.50 feet to a set 5/8-inch rebar, Thence S001133'33"W a distance of 9.00 feet to a set 5/8-inch rebar; Thence S89026'27"E a distance of 43.50 feet to a set 5/8-inch rebar on the easterly boundary line of said TM Center Subdivision No. 1; Thence following said easterly subdivision boundary line,S00ID33'33"W a distance of 112.00 feet to a found 1/2-inch rebar marking said Southeast comer of Lot 4; Thence leaving said easterly subdivision boundary line and following the southerly boundary line of said Lot 4,N8902627"W a distance of 338.00 feet to the POINT OF BEGINNING. Parcel III-B Parcel B of Record of Survey recorded as Instrument No.2023008463, being a portion of Lot 5, Block 1 of TM.Center Subdivision No. 1(Book 124 of Plats,Pages 19861-198663),situated in the Southwest 1/4 of the Northwest 1/4 of Section 14,Township 3 North,Range 1 West,Boise Meridian,City of Meridian,Ada County,Idaho and being more particularly described as follows: BEGINNING at a found 1/2-inch rebar marking the Northeast comer of said Lot 5,which bears 589026'27"E a distance of 338.00 feet from a found 1/2-inch rebar marking the Northwest corner of said Lot 5, thence following the easterly boundary line of said Lot 5,S00033'33'W a distance of 157.82 feet to a set 5/8-inch rebar, Thence leaving said easterly boundary line, N89"26'27'W a distance of 43.50 feet to a set 5/8-inch rebar; Thence N0003333"E a distance of 9.00 feet to a set 5/8-inch rebar; Thence N89026'27"W a distance of 294.50 feet to a set 5/8-inch rebar on the westerly boundary line of said Lots; Thence following said westerly boundary line, N00"33'33"E a distance of 148.82 feet to a found 1/2-inch rebar marking said Northwest comer of Lot 5; Thence leaving said westerly boundary line and following the northerly boundary line of said Lot 5, S89026'27"E a distance of 338.00 feet to the POINT OF BEGINNING. Parcel IV, Non-exclusive perpetual easements for pedestrian and vehicular ingress,egress and parking appurtenant to Parcels 1,2, 3,111,III-A and 111-13 set forth in Article 10 of Declaration of Covenants,Conditions, Restrictions and Easements recorded June 15,2022,as Instrument No.2022056102,Records of Ada County,Idaho. -6- 4876-0951-4615.v6 ADAJD Page 35 of 36 Printed on 1/20/2025 6:02:42 PM Document: DOT 2023.68191 Branch :TAD,User :SBAL Comment: Station Id:BS9V Parcel V: Perpetual, non-exclusive easements for pedestrian and vehicular cross access ingress,egress and utility easements appurtenant to Parcels III,III-A and III-B set forth in Declaration and Grant of Utility and Cross-Access Easement recorded August 8,2022,as Instrument No.2022070286,Records of Ada County,Idaho. Parcel VI, L Lots 9, 10 and 11 in Block 1 of TM Crossing Subdivision No.5,according to the plat thereof,filed in Book 123 of Plats, at Pages 19479 through 19481,Records of Ada County,Idaho. APN: S1214233700(Parcel 1),S1214233678(Parcel 2),S1214244500(Parcel 3),S1214244200(Parcel 3), R8483120020(Parcel III),R8483120040(Parcel III), R8483120060(Parcel III),R8483120085(Parcel Ill-A),RM3120105(Parcel III-B),R8484040020(Parcel VI),R8484MO40 (Parcel VI),R8484040060 (Parcel VI) -7- 4876-0951-4615.v6 ADAJD Page 36 of 36 Printed on 1/20/2025 6:02:43 PM Document: DOT 2023.68191