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2013, 05-03 Superior Court Order Appointing Custodial Receiver1 2 3 4 5 6 7 8 9 10 11 12 13 14 COPY ORIGINAL FILED MAY 0 3 2013 . THOMAS R. FALLQUIST SPOKANE COUNTY CLERK 1N THE SUPERIOR COURT OF THE STATE OF WASHINGTON IN AND FOR THE COUNTY OF SPOKANE AMERICANWEST BANK, Plaintiff, v. IWILL70 PROPERTIES, LLC, a Washington limited liability company, Defendant. No. 13-2-01696-1 ORDER APPOINTING CUSTODIAL RECEIVER 15 16 THIS MATTER came before the Court on the Motion for Appointment of Custodial 17 Receiver ("the Motion") by plaintiff AmericanWest Bank ("AmericanWest", "Lender", or 18 "Plaintiff"). The Court has duly considered the Motion and evidence submitted in support 19 thereof, along with the Court's files and records herein, including the following pleadings: the 20 Motion, the Declaration of Niina Dague, the Declaration of Larry Soehren, and the Motion for 21 Order to Appear and Show Cause; and the entire record presented in this case. A hearing having 22 been held on May 3, 2013, and the Court being fully advised in the premises, finds that there is 23 good cause for entry of this Order. NOW, THEREFORE, it is hereby ORDERED, ADJUDGED, 24 AND DECREED as follows: 25 26 ORDER APPOINTING CUSTODIAL RECEIVER - 1 ::ODMA\PCDOCS\PORTLAND\896984\2 BALL JANIK LLP 101 SW Main Street. Suite 1100 Portland, Oregon 97204 (503)220.2525 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 I. FINDINGS OF FACT AND CONCLUSIONS OF LAW A. AmericanWest's Loan to IWILL70 Properties, LLC 1. AmericanWest and IWILL70 Properties, LLC ("IWILL70" or "Borrower") are parties to a loan (the "Loan") pursuant to which AmericanWest loaned funds to IWILL70 for commercial purposes. 2. The Loan is evidenced by a Promissory Note in the original principal amount of $1,572,500 dated as of March 2, 2006, as amended by a Change in Terms Agreement dated as of June 15, 2006 (together, the "Note"). The Loan is also evidenced by a Business Loan Agreement dated as of June 15, 2006 (the "Business Loan Agreement"). 3. The Loan is secured by a deed of trust executed by IWILL70 dated March 2, 2006 and recorded on March 7, 2006 in the Spokane County official records as Recording No. 5351320, as modified by that certain Modification of Deed of Trust dated June 15, 2006 and recorded on July 13, 2006 in the Spokane County official records as Recording No. 5405738 (together the "Deed of Trust"). The Deed of Trust attaches to and encumbers certain real property and improvements commonly known as the Painted Hills Golf Course located at 4403 South Dishman-Mica Road, Spokane, WA 99206, and legally described in Exhibit A to the Deed of Trust and attached hereto (the "Property"). 4. The Note, Business Loan Agreement, Deed of Trust, Woodlake Deed of Trust, and all related loan documents executed in connection with the Loan are referred to herein as the "Loan Documents." 5. Pursuant to the Deed of Trust, AmericanWest has a valid, perfected, and continuing security interest in the Property. 6. On August 17, 2012, IWILL70 filed a Chapter 11 bankruptcy petition in the United States Bankruptcy Court for the Eastern District of Washington (Case No. 12-03613- PCW11) (the "Bankruptcy Case"). On March 8, 2013, the Bankruptcy Court the Court entered a stipulated order granting, among other things, relief from stay and permitting AmericanWest ORDER APPOINTING CUSTODIAL RECEIVER - 2 ::ODMA\PCDOCS\PORTLAND1896984\2 BALL JANIK LIP 101 SW Main Street, Suite 1100 Portland, Oregon 97204 (503) 220-2525 1 Bank to exercise its rights and remedies under its loan and security documents, including the 2 Deed of Trust (the "Stay Relief Order"). The Stay Relief Order provides for a limited 3 "Forbearance Period" under which ArnericanWest agreed to take no action to enforce its rights 4 and remedies for to allow IWILL70 to pursue a sale of the Property. The Forbearance Period 5 expired by its terms on April 22, 2013 because IWILL70 failed to file a motion with the 6 Bankruptcy Court to approve a sale of the Property within 45 days of the Stay Relief Order. 7 B. Appointment. 8 7. The appointment of Kiemle & Hagood Co. by and through its authorized 9 representative Larry F. Soehren (the "Receiver") as a custodial receiver to take manage and 10 control the Property is appropriate pursuant to the terms of the Loan Documents and Chapter 11 7.60 RCW. 12 8. Notice as required by Washington law has been properly and timely given to all 13 parties entitled to such notice. 14 9. IWILL70 is in default under its obligations under the Note and Deed of Trust by 15 reason of its failure to make principal and interest payments due under the Loan, and the other 16 events of default described in AmericanWest's Complaint. 17 10. As a result of such defaults, AmericanWest has commenced non judicial 18 foreclosures on the Property. 19 11. On April 23, 2013, the successor trustee under the Deed of Trust executed a 20 statutory Notice of Default pursuant to RCW 61.24.030 (the "NOD"). Concurrent with service of 21 plaintiff's Complaint and Motion for Appointment of Receiver, the NOD was personally served 22 on the registered agent for IWILL70. The NOD was also mailed and/or posted on the Property 23 in accordance with RCW Chapter 61.24. 24 12. Under the Deed of Trust, upon an event of default, ArnericanWest is entitled to 25 appointment of a receiver to take possession and control of the Property and exercise its power to 26 maintain, control and otherwise operate the Property. ORDER APPOINTING CUSTODIAL RECEIVER - 3 ::ODMAIPCDOCSIPORTLANDl896984\2 BALL JANIK LLP 101 SW Main Street, Suite 1100 Portland, Oregon 97204 (503)2292525 1 2 3 4 13. The Property is not used principally in the production of crops, livestock, or aquaculture. The Property is not a homestead under RCW 6.13.010(1). 14. The proposed Receiver is not interested in this action or any other actions regarding the parties hereto. The proposed Receiver is qualified to act as a receiver, and is 5 otherwise eligible to serve as a receiver under RCW 7.60.035. 6 15. AmericanWest is entitled to the appointment of a custodial receiver to take 7 possession of and preserve and protect the Property under RCW 7.60.025(1)(cc) because 8 AmericanWest has initiated non judicial foreclosure of the Deed of Trust; and under RCW 9 7.60.025(1)(b)(ii) because AmericanWest's Deed of Trust provides for the appointment of a 10 receiver; and under RCW 7.60.025(1)(b)(ii) because: (1) AmericanWest's rights in the Property 11 are probable, (2) appointment of a receiver is reasonably necessary to protect the Property, and 12 (3) the Property are in danger of being materially injured or impaired. 13 16. Appointment of a receiver is reasonably necessary to ensure that the Property is 14 protected and maintained while the foreclosure is pending. No other available remedies are 15 adequate. 16 II. ORDER 17 IT IS HEREBY ORDERED as follows: 18 1. Under plaintiffs Deed of Trust and RCW Chapter 7.60, Kiemle & Hagood Co. by 19 and through its authorized representative Larry F. Soehren, is appointed as custodial receiver for 20 the Property in this action. 21 2. The Receiver shall perform its duties as provided herein and shall have all of the 22 powers and duties set forth in RCW 7.60.060, including but not limited to the following 23 authority: 24 A. To enter on and take possession and control of all of the Property 25 (including without limitation, all land, buildings and structures, leases, fixtures and any personal 26 property of defendant IWILL70) plus all lease payments, security deposits, storage fees, parking ORDER APPOINTING CUSTODIAL RECEIVER - 4 ::ODMA\PCDOCS\PORTLAND1896984\2 BALL JANIK LLP 101 SW Main Street, Suite 1100 Portland, Oregon 97204 (503) 228-2525 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 fees, royalties, issues, profits, revenues and income from the Property (the "Rents and Profits"), (collectively, the "Receivership Estate") to the exclusion of all other parties except as otherwise determined by the Receiver or as provided herein, or by further order of the Court. The Receiver is not appointed and shall have no receivership authority under this Order with respect to any property of McFore, Inc., including the personal property associated with the operations of the Painted Hills Golf Course; B. To operate, manage, maintain, or lease the Property, in whole or in part; C. To demand, collect and receive all Rents and Profits derived from the Property, or any part thereof, including all cash proceeds that are Rents and Profits in the possession IWILL70; D. To bring and prosecute all proper actions for the (i) collection of Rents and Profits derived from the Property; (ii) removal from the Property of persons not entitled to entry thereon or occupancy thereof; (iii) protection of the Property; (iv) damage caused to the Property; or (v) possession of the Property; E. To employ any person or firm to collect, manage, lease, maintain, or operate the Property; F. To hire, employ and retain professionals, as its legal counsel, certified public accountants, appraisers, investigators, security guards, consultants, property management companies, real estate brokers, and any other personnel or employees reasonably necessary to assist in the discharge of its duties, and to pay the expenses, commissions and fees associated therewith; G. To confirm that the Property is adequately insured and are in proper repair, to promptly report to the Court and Plaintiff any evidence or findings to the contrary and, if necessary, to disburse funds for the maintenance of fire, hazard, and liability insurance for the Property in amounts the Receiver deems fit or proper and to cause all policies presently existing ORDER APPOINTING CUSTODIAL RECEIVER - 5 ::ODMAIPCDOCSWORTLAND189698412 BALL JAN1K LLP 101 SW Main Street, Suite 1100 Portland, Oregon 97204 (503) 228-2525 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 or hereafter acquired to be amended by adding Plaintiff, the Receiver, the Receivership Estate, and any Property manager, as additional insureds; H. To continue in effect in the Receiver's business judgment any contracts presently existing relating to the Property; I. With Plaintiff's consent, to enter into or modify contracts affecting any part or all of the Property including, without limitation, any and all leases affecting the Property, except that the Receiver shall not modify any current lease to change the rent payable, the use of the leased premises, or the lease term without first providing IWILL70 and its counsel seven (7) days' advance notice of the proposed lease modification; J. To make repairs to the Property that the Receiver, in its discretion, deems necessary or appropriate, or is otherwise required under any existing lease, but not in excess of $10,000, without Plaintiff's prior, written consent, and, with respect to repairs estimated to cost in excess of $15,000, without providing Defendant and its counsel seven (7) days' advance notice of the proposed repair; K. To pay and discharge out of assets of the Receivership Estate all expenses of the receivership and the costs and expenses of operation and maintenance of the Property, including all taxes, governmental assessments, and charges in the nature thereof lawfully imposed upon the Property to the extent that the funds in receivership are sufficient to discharge such taxes, assessments, and charges; provided, however, that the risk or obligation so incurred shall be the risk or obligation solely of the Receivership Estate, and not the Receiver; L. With Plaintiff's consent, to advance funds to keep current or discharge any liens encumbering the Property that are senior to the liens and interests of Plaintiff; M. To expend funds in a reasonable amount to purchase materials, supplies, and services as the Receiver deems necessary and advisable to assist in performing its duties hereunder and to pay therefor the ordinary and usual rates and prices out of receivership funds; ORDER APPOINTING CUSTODIAL RECEIVER - 6 ::ODMA\PCDOCSWQ .TLAND\896984\2 BALL JANIK LLP 101 SW Main Street, Suite 1100 Portland, Oregon 07204 (503) 228-2525 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17' 18 19 20 21 22 23 24 25 26 N. To apply for, obtain, and pay any reasonable fees for any lawful license, permit, or other governmental approval relating to the Property or the operation thereof, confirm the existence of and, to the extent permitted by law, exercise the privileges of any existing license or permit or the operation thereof, and do all things necessary to protect and maintain such licenses, permits, and approvals; O. To borrow from the Plaintiff such amounts as may be necessary to satisfy the costs and expenses of the receivership, to the extent that the net Rents and Profits derived from the Property are insufficient to satisfy such costs and expenses, on such terms as the Plaintiff and the Receiver shall agree, and all such advances shall conclusively be deemed protective advances under Plaintiffs Deed of Trust. Any such loans shall have a first priority lien on the Receivership Estate in favor of Plaintiff; P. To open and utilize bank accounts for receivership funds; Q. To present for payment any checks, money orders, and other forms of payment made payable to any of the IWILL70, or any agent or independent contractor thereof, including but not limited to any property management company operating on the Property, or such similar names, which constitute or are derived from the Rents and Profits of the Property, endorse same and collect the proceeds thereof, such proceeds to be used and maintained as elsewhere provided herein; R. Within thirty (30) days after the date of entry of this Order, to file and serve on Plaintiff and IWILL70 an inventory setting forth a list of all personal property of which the Receiver has taken possession by virtue of its appointment and to file a supplemental inventory if the Receiver later takes possession of other personal property; S. To prepare monthly profit/loss statements and balance sheets pertaining to the Property and, on or before the fifteenth (15th) day of the following month, mail or email such statements to the parties in this case (collectively, the "Parties"); ORDER APPOINTING CUSTODIAL RECEIVER - 7 ::ODMA\PCDOCS\PORTLAND189698412 BALL J ANIK LLP 101 SW Main Street, Suite 1100 Portland, Oregon 97204 (503) 228-2525 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 T. To do such other things as may be necessary or incidental to the foregoing specific powers, directions, and general authorities; U. To pay to Plaintiff any Rents and Profits of the Property, or other sums received by the Receiver not reasonably necessary to fund the Receiver's fees and the costs and expenses of the Receivership Estate, for application by Plaintiff to the indebtedness secured by the Property; and V. Within thirty (30) days after the date of entry of this Order, to file with the court and serve on the Parties and the undersigned judge a monthly operating budget for performance of its duties under this Order. 3. That IWILL70, including without limitation, its respective agents, independent contractors, representatives, members and employees, are enjoined from: A. Interfering with the Receiver, directly or indirectly, in the management and operation of the Property; B. Interfering with the Receiver, directly or indirectly, in the collection of Rents and Profits; C. Collecting or attempting to collect the Rents and Profits; D. Transferring, dispersing, assigning, selling, extending, conveying, devising, pledging, mortgaging, creating a security interest in or disposing of the whole or part of the Property, including the Rents and Profits thereof, without the prior written consent of the Receiver; provided, however, that nothing contained in this Order shall prohibit or restrain Plaintiff from initiating and/or completing a sale by judicial or non judicial foreclosure of the Property, or any portion thereof, and thereafter taking possession thereto; and E. Doing any act which will, or which will tend to, impair, defeat, divert, prevent or prejudice the preservation of the Property, including the Rents and Profits thereof, or the interest of Plaintiff therein. ORDER APPOINTING CUSTODIAL RECEIVER - 8 ::ODMA\PCDOCS\PORTLAND\896984\2 BALL JANIK LLP 101 SW Main Street, Suite 1100 Portland, Oregon 93204 (503)228-2525 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 4. That until further Order of this Court, IWILL70 and its officers, directors, agents, representatives and employees, contractors, subcontractors and all persons with actual or constructive knowledge of this Order and their agents and employees, except Plaintiff, shall, upon request of the Receiver, and to the extent such entities have possession, turn over to the Receiver: A. The possession of the Property, including all keys to all locks on the Property, and the records, books of account, ledgers and all business records for the Property (including, without limitation, the plans, specifications and drawings relating to or pertaining to any part or all of the Property), wherever located and in whatever mode maintained (including, without limitation, information contained on computers and any and all software relating thereto as well as all banking records, statements and cancelled checks); B. All documents that constitute or pertain to licenses, permits or governmental approvals (collectively "Permits") relating to the Property, including but not limited to any applications, pending or otherwise, for such Permits; C. All documents that constitute or pertain to insurance policies, whether currently in effect or lapsed, that relate to the Property; D. All leases and subleases, royalty agreements, licenses, assignments or other agreements of any kind, whether currently in effect or lapsed, that relate to the Property; E. All documents pertaining to past, present or future construction of any type with respect to all or part of the Property; F. All documents pertaining to toxic chemicals or hazardous materials, if any, ever brought, used and/or remaining upon the Property, including, without limitation, all reports, surveys, inspections, checklists, proposals, orders, citations, fines, warnings and notices relating to the Property; G. Except for property of McFore, Inc. related to the operation of the Painted Hills Golf Course, all Rents and Profits and other cash derived from the Property, including, ORDER APPOINTING CUSTODIAL RECEIVER - 9 ::ODMA\PCDOCS\PORTLAND\896984\2 BALL JANIK LLP 101 SW Main Street, Suite 1100 Portland, Oregon 97204 (503)228-2525 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 without 'limitation, any security deposits, advances, prepaid rents, storage fees and parking fees, and revenues, wherever and in whatever mode or account maintained; and H. All books, records and accounts respecting the Receivership Estate, including but not limited to all correspondence with any tenant regarding any term or condition of that tenant's occupancy, and deliver to the Receiver any and all advance deposits securing said tenancy, all rent rolls and related records, operating statements, and all other records, documents, insurance policies and instruments of whatever kind and nature which relate to the operation and control of any part of the Receivership Estate. 5. Upon request of the Receiver, IWILL70 shall instruct all property managers, agents or others now or hereafter in possession of the Property or any portion of the Property to forward/direct all payments in respect of the Property to the Receiver for deposit in the Receiver's client trust account until further Order of this Court. 6. All financial institutions, credit card processors, insurance agents or underwriters, utility providers, vendors, suppliers, tradesmen, materialmen, service providers, franchisors, taxing agencies, and all government agencies and departments are hereby ordered to take direction from the Receiver as it relates to the accounts of IWILL70 Properties, LLC that may contain any proceeds derived from the Property and to surrender any and all funds held on deposit or apply said funds as directed by the Receiver. 7. Upon being given notice hereof, all those now or hereafter in possession of part or parts of the Property pursuant to leases, contracts or other valid arrangements pertaining to the Property, shall and are hereby ordered to pay to the Receiver or its designee all accommodation, rents and other monies in respect to such occupancy arrangements now due and unpaid, or that may hereafter become due, until further Order of this Court; and that such payments shall constitute pro tanto discharge of said possessors' obligations to make payments. 8. The Receivership may be terminated by the Receiver or by Plaintiff as provided in RCW 7.60.290. ORDER APPOINTING CUSTODIAL RECEIVER - 10 ::ODMA\PCDOCS\PORTLAND\896984\2 BALL JANIK uP 101 SW Main Street, Suite 1100 Portland, Oregon 97204 (503)228.2525 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 9. The Receiver is not required to post a bond at this time. The Receiver shall maintain E&O insurance with a policy limit of $1,000,000.00. 10. The Receiver shall not be obligated to finance the performance of its duties hereunder. Any and all expenses of the receivership, and any and all obligations incurred by the Receiver hereunder, shall be paid from the Receivership Estate or loaned by Plaintiff on the terms provided herein. 11. The Receiver shall not be liable for or subject to suit by reason of the condition or occurrences on the Property or elsewhere not caused by the Receiver's acts or omissions as receiver. Any loss, cost, damage, or expense (collectively, "Damages") suffered or incurred by the Receiver as a result of any claim, suit, action or other demand or proceeding brought against Receiver or any of its employees in connection with its performance as Receiver will be solely an expense of the Receivership Estate and not of the Receiver, and such Damages shall be secured by a lien on the assets of the Receivership Estate to the same extent and priority as provided for the Receiver's fees in paragraph 13 below. Notwithstanding the foregoing, any Damages resulting from the gross negligence or willful misconduct of the Receiver or its authorized representatives shall constitute a personal liability of the Receiver. Moreover, the Receiver shall not be responsible for debts incurred by IWILL70 in relation to the Property prior to the entry of this Order. 12. Unless otherwise ordered by the Court, the Receiver shall be compensated as follows: A. Receivership Fee of $500/month; B. Court time fees of $200/hour, including any time spent preparing for court after the order appointing receiver is entered; C. Receiver's court costs, billed monthly; D. Receiver's professional's fees at regular hourly rates; E. Management fee of $450/month; ORDER APPOINTING CUSTODIAL RECEIVER -11 ::ODMAV'CDOCSWORTLAND\896984\2 BALI. JANIK LLP 101 SW Main Street, Suite 1100 Portland, Oregon 97204 (503) 228-2525 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 F. $50/hour for K&H Facility Services technician to perform inspection and maintenance duties at the Property; and G. Actual costs, including but not limited to utilities, security, landscape maintenance, etc., billed monthly. 13. The Receiver is authorized to make payment for its fees and costs and for the fees and costs of its professionals, on a periodic basis, but in any event not more than monthly. Pursuant to RCW 7.60.180, such fees and costs shall be deemed allowed upon the stipulation of the creditors holding a security interest in the Property. Alternatively, within one business day of any such payment, the Receiver may cause to be filed a notice of compensation of professionals and serve such notice, together with a reasonably detailed description of the time periods, services and amount requested, on: (a) counsel for Plaintiff; (b) counsel for Defendant; and (c) any party requesting special notice under RCW 7.60.090. If no party in interest objects to payments of such fees or portions of such payments within fourteen (14) calendar days following the date of service, the fees and costs shall be deemed approved as being fully and finally earned without further order or leave of the Court. The approved fees and costs of the Receiver and its professionals shall be paid from the assets of the Receivership Estate, and shall be and hereby are secured by a first priority lien on the Receivership Estate, with priority over all other liens, including without limitation, statutory liens. If any party wishes to object to such payments or portions thereof, such party shall notify the Receiver and its counsel of the nature of the objection within the period set forth above. If the Receiver or affected professionals cannot consensually resolve the dispute or if the dispute is not resolved within thirty (30) days of the date of such objection, the objecting party may file a motion with the Court to resolve the objection, and if such objection is not timely filed it shall be deemed waived. If an objection is filed, only the portion of the fees and costs objected to shall be withheld from payment until the objection is resolved. ORDER APPOINTING CUSTODIAL RECEIVER -12 ::ODMA\PCDOCS\PORTLAND\896984\2 BALL JANIK LLP 101 SW Main Street, Suite 1100 Portland, Oregon 97204 (503) 228.2525 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 14. The Receiver is authorized but not required to respond to and defend any actions brought against IWILL70 relating to the Receivership Estate. Additionally, the Receiver is authorized but not required to appear in any judicial, administrative, or government proceeding relating any Permit affecting the Receivership Estate. Additionally, the Receiver is authorized but not required to take all actions necessary to protect IWILL70's interests or rights or to collect any debts owed to such defendant relating to the Receivership Estate, including, if necessary, commencing any legal proceeding, arbitration or mediation to protect such interests or recover such funds, including, without limitation, collection, claim and delivery, fraudulent transfer, or breach of contract actions. The Receiver is authorized but not required to settle or compromise any such claims, if such settlement or compromise is, in the Receiver's business judgment, in the best interests of the Receivership Estate. IWILL70's consent to settlement or compromise will be deemed to have been given if defendant does not object to the proposed settlement or compromise within five (5) business days of the service of such notice on defendant and its attorney. 15. The Receiver and/or any party may at any time apply to the Court for any further or other instructions or orders and for further powers necessary to enable or require the Receiver to perform its duties. IT IS FURTHER HEREBY ORDERED that the appointment of Kiemle & Hagood Co. by and through its authorized representative Larry F. Soehren, as receiver shall be effective upon filing of an affidavit signed by the Receiver swearing to faithfully perform to the best of its abilities the trust besto ed upon it. DATED this day of 2013. fir ORDER APPOINTING CUSTODIAL RECEIVER - 13 ::ODMAIPCDOCSWORTLAND189698412 Ellen Kalama Clark BALL.IANIK ur 101 SW Main Street. Suite 1100 Portland, Oregon 97204 (503) 228.2525 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Presented by: BALL JANIK LLP i'7) By �� ' W C David W. Criswell, WSBA #33410 dcriswellna balljanik.com (phone) 503-228-2525 Attorneys for AmericanWest Bank ORDER APPOINTING CUSTODIAL RECEIVER -14 ::ODMA\PCDOCS\PORTLAND\896984\2 BALL JAN1K LLP 101 SW Main Street, Suite 1100 Portland, Oregon 97204 (503) 228-2525 EXHIBIT A — LEGAL DESCRIPTION PARCEL "A" That portion of the Southeast quarter of Section 33, Township 25 North, Range 44 East of the Willamette Meridian, Tying Northeasterly of Dishman Mica Road; EXCEPT the Northwest quarter of the Southeast quarter; AND EXCEPT the Northwest quarter of the Northeast quarter of the Southeast quarter; AND EXCEPT the West 141.25 feet of the Southwest quarter of the Northeast quarter of the Southeast quarter; AND EXCEPT the West half of the Northeast quarter of the Southwest quarter of the Southeast; AND EXCEPT any portion Tying within the bounds of the County Right of Way as conveyed by Deeds recorded under Auditor's File No. 581841C and 8809160323, records of Spokane County; AND EXCEPT a portion of the Northeast quarter of the Northeast quarter of the Southeast quarter of Section 33, Township 25 North, Range 44 East of the Willamette Meridian, being more particularly described as follows: BEGINNING at the Northeast corner of said Southeast quarter; Thence South 89°15'59" West, along the North line of said Northeast quarter of the Northeast quarter of the Southeast quarter, 664.71 feet to the Northwest comer of said Northeast quarter of the Northeast quarter of the Southeast quarter; Thence South 01°34'38" East, along the West line of said Northeast Quarter of the Northeast Quarter of the Southeast Quarter, 100.00 feet; Thence South 81°47'37" East, 96.48 feet; Thence North 89°15'59" East, 282.00 feet; Thence South 84°39'42" East, 94.71 feet; Thence North 89°15'59" East, 194.00 feet to the East line of said Northeast quarter of the Northeast quarter of the Southeast quarter; Thence North 01°45'47" West, along the East line of said Northeast quarter of the Northeast quarter of the Southeast quarter, 125.02 feet to said Point of Beginning; Situate in the City of Spokane Valley, County of Spokane, State of Washington. PARCEL "B" That portion of the Southwest quarter of Section 34, Township 25 North, Range 44 East of the Willamette Meridian, Tying Westerly of Madison Road; EXCEPT the North 300 feet thereof; (Legal description continued on following page) Exhibit A - Page 1 of 2 ::O D MA\PCDOCS\PORTLAND\898474\1 (Legal description continued from previous page) AND EXCEPT any portion lying within the bounds of the County Right of Way as conveyed by Deeds recorded under Auditor's File No. 581841C, records of Spokane County; Situate in the City of Spokane Valley, County of Spokane, State of Washington. PARCEL "C" That portion of the Northeast quarter of Section 4, Township 24 North, Range 44 East of the Willamette Meridian, lying East of Dishman Mica Road, North of Thorpe Road and Westerly of Madison Road; EXCEPT any portion Tying within the bounds of the County Right of Way as conveyed by Deeds recorded under Auditor's File No. 8809160323 and 9004120181, records of Spokane County; Situate in the City of Spokane Valley, County of Spokane, State of Washington. PARCEL "D" Lots 8, 9 and 10, TOMLIN'S ADDITION TO CHESTER, as per plat recorded in Volume "E" of Plats, page 10, records of Spokane County; Situate in the city of Spokane Valley, County of Spokane, State of Washington. Exhibit A — Page 2 of 2 ::ODMA\PCDOCS\PORTLAND\898474\1