Re: Rubicon GSA II NOTICE OF TRUSTEE'S SALE I. NOTICE IS HEREBY GIVEN that the undersigned Trustee will on the 25th day of September, 2015, at the hour of 10:00 a.m., at the at the main entrance to the County-City Building, 930 Tacoma Avenue South, Tacoma, Washington 98402, sell at public auction to the highest and best bidder, payable at the time of sale, the real property located in Pierce County, Washington, commonly known as 1949 & 2121 South State Street, Tacoma, Washington 98405, and legally described as follows: Parcels "A" and "B" of CITY OF TACOMA BOUNDARY LINE ADJUSTMENT recorded March 30, 1992 under Recording No. 9203300516, in Pierce County, Washington together with all personal property located thereon and related thereto (collectively, the "Property"), as described in Exhibit A attached hereto and incorporated herein by this reference. This Notice of Trustee's Sale concerns the $35,000,000.00 loan (the "Loan") originally made by JPMorgan Chase Bank, N.A., a banking association chartered under the laws of the United States of America, its successors and assigns ("Original Lender"), to Rubicon GSA II Centennial Tacoma, LLC, a Delaware limited liability company (the "Borrower"), which is evidenced by a Fixed Rate Note dated October 11, 2007, in the face amount of $35,000,000.00 (the "Note") made payable by Borrower to Original Lender as well as other "Loan Documents" described in the Note. The Loan and Loan Documents were assigned to Wells Fargo Bank, N.A., as Trustee for the Registered Holders of J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-C1, Commercial Mortgage Pass-Through Certificates, Series 2007-C1 (the "Lender" or "Beneficiary"). Certain of Borrower's obligations relating to the Loan are guaranteed by Rubicon US REIT, Inc., a Delaware corporation ("Guarantor"), pursuant to a Guaranty executed by Guarantor and dated October 11, 2007. The Note is secured by, among other things, a Deed of Trust, Security Agreement, and Fixture Filing Financing Statement (the "Deed of Trust") between Borrower, as Grantor, and First American Title Insurance Company, as trustee, in favor of Original Lender dated October 11, 2007, and recorded on October 24, 2007, under Auditor's File No. 200710240479, in the records of Pierce County, Washington, the beneficial interest of which was assigned to Lender by assignment recorded on June 13, 2008, under Auditor's File No. 200806130384, in the records of Pierce County, Washington (the "Assignment"). The Deed of Trust and the Assignment thereto shall be collectively referred to herein as the "Deed of Trust." The Deed of Trust encumbers the Property described above. II. No action commenced by the Beneficiary of the Deed of Trust is now pending to seek satisfaction of the obligation in any court by reason of the Borrower's, Grantor's or Guarantor's defaults on the obligation secured by the Deed of Trust. III. The default for which this foreclosure is made is failure to pay the following amounts, which are in arrears, pursuant to the Note secured by the Deed of Trust. The amount due and owing as of June 1, 2015, exclusive of any credits for money or funds held by third parties, including a receiver, for the benefit of Beneficiary, is as follows: Principal payments due:^$ 140,628.12 Accrued and unpaid interest at the Note rate of 6.35% per annum from 3/1/15 to 6/1/15 (and a per diem thereafter of $5,581.28): ^513,477.60 Accrued and unpaid interest at the Note default rate of 5% per annum from 5/1/14 to 6/1/15 (and a per diem thereafter of $4,394.71): ^1,751,558.20 Escrow/Reserves due:^755,862.76 Late fees:^152,447.82 Appraisal fees:^16,500.00 Inspection fees:^150.00 Legal fees:^8,790.28 Other charges:^2,282.92 Title expenses/ foreclosure guaranty:^28,639.02 Credit lockbox funds:^(341,075.18) Credit suspense funds:^(66,199.73) TOTAL DUE AS OF 6/1/15:^$2,963,061.81 Note: The Beneficiary's failure to include any existing default in the foregoing list is not intended to constitute a waiver of such default. The Beneficiary reserves all rights regarding each and every default, whether known or unknown to Beneficiary at this time. IV. The principal sum owing on the obligations secured by the Deed of Trust is $31,641,892.27, together with interest as provided in the Note or other instrument secured from the 11th day of October, 2007, and such other costs and fees as are due under the Note or other instrument secured, and as are provided by statute, plus any and all additional taxes, assessments, and other charges against the Property that have or will become due from and after June 1, 2015. V. The above-described Property will be sold to satisfy the expense of sale and the obligation secured by the Deed of Trust as provided by the statute. The sale will be made without warranty, express or implied, regarding title, possession, or encumbrances on the 25th day of September, 2015. The defaults referred to in paragraph III must be cured by the 14th day of September, 2015 (11 days before the sale date), to cause a discontinuance of the sale. The sale will be discontinued and terminated if at any time on or before the 14th day of September, 2015 (11 days before the sale date), the defaults as set forth in paragraph III are cured and the Trustee's fees and costs are paid. The sale may be terminated any time after the 14th day of September, 2015 (11 days before the sale date), and before the sale by the Borrower, Grantor, Guarantors, or the holder of any recorded junior lien or encumbrance, by paying the entire principal and interest secured by the Deed of Trust, plus costs, fees and advances made, if any, pursuant to the terms of the obligations and/or Deed of Trust, the Note and other applicable Loan Documents, and curing all other defaults. VI. A written Notice of Default was transmitted by the Trustee or Beneficiary to the Borrower, Grantor and Guarantor at the following addresses: Rubicon GSA II Centennial Tacoma, LLC Attn: Chris Charboneau 311 South Wacker Drive, Suite 1725 Chicago, IL 60606 Rubicon GSA II Centennial Tacoma, LLC c/o CT Corporation System, Reg. Agt. 505 Union Avenue SE, Suite 120 Olympia, WA 98501 Rubicon GSA II Centennial Tacoma, LLC c/o Rubicon GSA II, LLC, its Manager 30 West Monroe Street, Suite 17 Chicago, IL 60603 Rubicon GSA II Centennial Tacoma, LLC 1949 South State Street Tacoma, WA 98405 Rubicon GSA II Centennial Tacoma, LLC 2121 South State Street Tacoma, WA 98405 Rubicon GSA II Centennial Tacoma, LLC 30 West Monroe Street, Suite 1700 Chicago, IL 90603 Katten Muchin Rosenman LLP Attn: Rachel Brown, Esq 525 West Monroe Chicago, IL 60661 Rubicon US REIT, Inc. 311 South Wacker Drive, Suite 1725 Chicago, IL 60606 Rubicon US REIT, Inc. c/o The Corporation Trust Company Corporation Trust Center 1209 Orange Street Wilmington, DE 19801 by both first class and certified mail on the 10th day of April, 2015, proof of which is in the possession of the Trustee; and on the 13th day of April, 2015, written Notice of Default was posted in a conspicuous place on the real property described in Paragraph I above, and the Trustee has in his possession proof of such posting. VII. The Trustee, whose name and address is set forth below, will provide in writing to anyone requesting it, a statement of all costs and fees due at any time prior to the sale. VIII. The effect of the sale will be to deprive the Grantor and all those who hold by, through or under the Grantor of all their interest, in the above-described Property. IX. Anyone having any objection to the sale on any grounds whatsoever will be afforded an opportunity to be heard as to those objections if they bring a lawsuit to restrain the sale pursuant to RCW 61.24.130. Failure to bring such a lawsuit may result in a waiver of any proper grounds for invalidating the Trustee's sale. X. NOTICE TO OCCUPANTS OR TENANTS The purchaser at the trustee's sale is entitled to possession of the Property on the 20th da
y following the sale, as against the Grantor under the Deed of Trust (the owner) and anyone having an interest junior to the Deed of Trust, including occupants who are not tenants. After the 20th day following the sale the purchaser has the right to evict occupants who are not tenants by summary proceedings under chapter 59.12 RCW. XI. NOTICE TO GUARANTOR a. The Guarantor may be liable for a deficiency judgment to the extent the sale price obtained at the trustee's sale is less than the debts secured by the Deed of Trust; b. The Guarantor has the same rights to reinstate the debts, cure the defaults, or repay the debts as is given to the Grantor in order to avoid the trustee's sale; c. The Guarantor will have no right to redeem the Property after the trustee's sale; d. Subject to such longer periods as are provided in the Washington Deed of Trust Act, chapter 61.24 RCW, any action brought to enforce a guaranty must be commenced within one year after the trustee's sale, or the last trustee's sale under any deed of trust granted to secure the same debt; and e. In any action for a deficiency, the Guarantor will have the right to establish the fair value of the Property as of the date of the trustee's sale, less prior liens and encumbrances, and to limit the guarantor's liability for a deficiency to the difference between the debt and the greater of such fair value or the sale price paid at the trustee's sale, plus interest and costs. NOTICE OF APPLICATION ON SENATE BILL 5810 Senate Bill 5810 became effective on July 26, 2009. Among other things, the Bill requires additional notices to be given to grantors of deeds of trust made from January 1, 2003 to December 31, 2007 that are recorded against owner-occupied residential real property as defined by Senate Bill 5810. Deeds of Trust that are recorded prior to or after the above referenced time period are exempt from these additional notices. In addition, commercial loans as defined are exempt. The Beneficiary categorizes the underlying loan as a commercial loan as defined by RCW 61.24.005(4). As such, the notice requirements of Senate Bill 5810 do not apply to this procedure. If you disagree with the categorization, contact the undersigned at the address below, in writing, as soon as possible. DATED: June 22, 2015. /s/Kenneth P. Childs, Successor Trustee Stoel Rives LLP 600 University Street, Suite 3600 Seattle, WA 98101 (206) 370-7111 Email: kip.childs@stoel.com STATE OF OREGON) ss. County of Multnomah) I certify that I know or have satisfactory evidence that KENNETH P. CHILDS is the person who appeared before me, and said person acknowledged that he signed this instrument and acknowledged it to be his free and voluntary act for the uses and purposes therein mentioned in this instrument. DATED: June 22, 2015. Printed name: /s/APRIL JOY MELLEN NOTARY PUBLIC in and for the State of Oregon, residing at: Vancouver, WA My commission expires: 01/11/ 2019 Exhibit "A" Personal Property (a) Fixtures and Personal Property. All machinery, equipment, goods, inventory, fixtures (including, but not limited to, all heating, air conditioning, plumbing, lighting, communications and elevator fixtures) and other property of every kind and nature whatsoever owned by Borrower, or in which Borrower has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, and usable in connection with the present or future and occupancy of the Land and the Improvements, and the right, title and interest of Borrower in and to any of the Personal Property (as hereinafter defined) which may be subject to any security interests, as defined in the Uniform Commercial Code, as adopted and enacted by the state or states where any of the Property is located (the "Uniform Commercial Code"), superior in lien to the lien of this Security Instrument and all proceeds and products of the above; (b) Leases and Rents. All leases and other agreements affecting the use, enjoyment or occupancy of the Land and the Improvements heretofore or hereafter entered into, whether before or after the filing by or against Borrower of any petition for relief under 11 U.S.C. SS 101 et seq., as the same may be amended from time to time (the "Bankruptcy Code") (individually, a "Lease"; collectively, the "Leases") and all right, title and interest of Borrower, its successors and assigns therein and thereunder, including, without limitation, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents (including all tenant security and other deposits), additional rents, revenues, issues and profits (including all oil and gas or other mineral royalties and bonuses) from the Land and the Improvements whether paid or accruing before or after the filing by or against Borrower 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 Debt; (c) Condemnation Awards. All awards or payments, including interest thereon, which may heretofore and hereafter be made with respect to the Property, whether from the exercise of the right of eminent domain (including but not limited to any transfer made in lieu of or in anticipation of the exercise of the right), or for a change of grade, or for any other injury to or decrease in the value of the Property; (d) Insurance Proceeds. All proceeds of any unearned premiums on any insurance policies covering the Property, including, without limitation, the right to receive and apply the proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the Property; (e) Tax Certiorari. All refunds, rebates or credits in connection with a reduction in real estate taxes and assessments charged against the Property as a result of tax certiorari or any applications or proceedings for reduction; (f) Conversion. All proceeds of the conversion, voluntary or involuntary, of any of the foregoing including, without limitation, proceeds of insurance and condemnation awards, into cash or liquidation claims; (g) Rights. The right, in the name and on behalf of Borrower, 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 Trustee and/or Lender in the Property; (h) Agreements. All agreements, contracts (including purchase, sale, option, right of first refusal and other contracts pertaining to the Property), certificates, instruments, franchises, permits, licenses, approvals, consents, plans, specifications and other documents, now or hereafter entered into, and all rights therein and thereto, respecting or pertaining to the use, occupation, management or operation of the Property (including any Improvements or respecting any business or activity conducted on the Land and any part thereof) and all right, title and interest of the Borrower therein and thereunder, including, without limitation, the right, upon the happening of any default hereunder, to receive and collect any sums payable to Borrower thereunder; (i) 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; (j) Accounts. All accounts, accounts receivable, escrows (including, without limitation, all escrows, deposits, reserves and impounds established pursuant to that certain Escrow Agreement for Reserves and Impounds of even date herewith between Borrower and Lender; hereinafter, the "Escrow Agreement"), documents, instruments, chattel paper, deposit accounts, investment property, claims, reserves (including deposits) representations, warranties and general intangibles, as one or more of the foregoing terms may be defined in the Uniform Commercial Code, and all contract rights, franchises, books, records, plans, specifications, permits, licenses
(to the extent assignable), approvals, actions, choses, commercial tort claims, suits, proofs of claim in bankruptcy and causes of action which now or hereafter relate to, are derived from or are used in connection with the Property, or the use, operation, maintenance, occupancy or enjoyment thereof or the conduct of any business or activities thereon (hereinafter collectively called the "Intangibles"); and (k) Other Rights. Any and all other rights of Borrower in and to the Property and any accessions, renewals, replacements and substitutions of all or any portion of the Property and all proceeds derived from the sale, transfer, assignment or financing of the Property or any portion thereof. August 25, September 15