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HomeMy WebLinkAboutAuburn Flight Services/Wells Fargo Bank t RETURN ADDRESS: Wells Fargo Bank,National Association Tacoma Business Banking Center 1201 Pacific Avenue Tacoma,WA 98402 LANDLORD'S RELEASE AND CONSENT Reference # (if applicable): Additional on page Grantor(s): 1 City of Auburn Grantee(s) 1 Wells Fargo Bank, National Association Legal Description: Ptn of The J Brannan Donation Claim No 38, 7/21/5 Additional on page 2 Assessor's Tax Parcel ID#• 000080 001 00 THIS LANDLORD'S AND CONSENT Is entered into among AUBURN FLIGHT SERVICE, INC. ("Borrower"), whose address Is 1725 E ST NE, AUBURN, WA ,98002;'Wells Fargo Bank,'Natlonal Association ("Lender"), whose address is Tacoma Business Banking Center, 1201 Pacific Avenue, Tacoma, WA 98402; and City of Auburn ("Landlord"),whose address is 25 W Main Street,Auburn,WA 98004. Borrower and Lender have entered into,or am about to enter Into,an agreement whereby Lender has acquired or will acquire a security interest or other interest in the Collateral. Some or all of,the Collateral may be affixed or otherwise become located on the Premises. To Induce Lender to extend the Loan to Borrower against such security interest in the Collateral and for other valuable consideration, Landlord hereby agrees with Lender and Borrower as follows. LANDLORD'S RELEASE AND CONSENT Loan No: 0264236604 (Continued) Page 2 COLLATERAL DESCRIPTION. The word 'Collateral"means certain of Borrower's personal property in which Lender has acquired or will acquire a security interest,including without limitation the following specific property: 1725 E St NE,Auburn WA 98002 BORROWER'S ASSIGNMENT OF LEASE. Borrower hereby assigns to Lender all of Borrower's rights in the Lease, as partial security for the Loan. The parties intend that this assignment will be a present transfer to Lender of all of Borrower's rights under the Lease, subject to Borrower's rights to use the Premises and enjoy the benefits of the Lease while not In default on the Loan or Lease. Upon full performance by Borrower under the Loan,this assignment shall be ended,without the necessity of any further action by any of the parties. This assignment Includes all renewals of and amendments to the Lease or the Loan,until the Loan is paid In full. No amendments may be made to the Lease without Lender's prior written consent,which shall not be unreasonably withheld or delayed. y�/�!f/w CONSENT OF LANDLORD. Landlord consents to the above assignment. If Borrower defaults under the Loan or the%77�.r Lease, Lender may reassign the Lease, and Landlord agrees that Landlord's consent to any such reassignment willln� Iii _, be unreasonably withheld or delayed. So aced-the-Premisee the p pose-of-operati /�! business - will- ave-no-liability-under-Lhe-t_ease-ineluding-a0hout-limitation-liability-for-rent. Whether or not Lender enters into possession of the Premises for any purpose, Borrower will remain fully liable for all obligations of Borrower as lessee under the Lease. While Lender Is in possession of the Premises,Lender will cause all payments due under the Lease and attributable to that period of time to be made to Landlord. If Lender later reassigns the Lease or vacates the Premises, Lender will have no further obligation to Landlord. LEASE DEFAULTS. Both Borrower and Landlord agree and represent to Lender that, to the best of their knowledge, there Is no breach or offset existing under the Lease or under any other agreement between Borrower and Landlord. Landlord agrees not to terminate the Lease, despite any default by Borrower,without giving Lender written notice of the default and an opportunity to cure the default within a period of sixty(60)days from the receipt of the notice. If the default Is one that cannot reasonably be cured by Lender(such as Insolvency,bankruptcy, or other judicial proceedings against Borrower),then Landlord will not terminate the Lease so long as Landlord receives all sums due under the Lease for the period during which Lender is in possession of the Premises,or so long as Lender reassigns the Lease to a new lessee reasonably satisfactory to Landlord. DISCLAIMER OF INTEREST. Landlord hereby consents to Lender's security Interest(or other interest) in the Collateral and disclaims all Interests,liens and claims which Landlord now has or may hereafter acquire In the Collateral. Landlord agrees that any lien or claim It may now have or may hereafter have In the Collateral will be subject at all times to Lender's security Interest(or other present or future interest) in the Collateral and will be subject to the rights granted by Landlord to Lender in this Agreement. ENTRY ONTO PREMISES. Landlord and Borrower grant to Lender the right to enter upon the Premises for the purpose of removing the Collateral from the Premises or conducting sales of the Collateral on the Premises. The rights granted to Lender in this Agreement will continue until a reasonable time after Lender receives notice in writing from Landlord that Borrower no longer is in lawful possession of the Premises. If Lender enters onto the Premises and removes the Collateral, Lender agrees with Landlord not to remove any Collateral in such a way that the Premises are damaged, without either repairing any such damage or reimbursing Landlord for the cost of repair. FACSIMILE AND COUNTERPART.This document may be signed in any number of separate copies. each of which shall be effective as an original, but all of which taken together shall constitute a single document. An electronic transmission or other facsimile of this document or any related document shall be deemed an original and shall be admissible as evidence of the document and the signer's execution. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement: This Agreement shall extend to and bind the respective heirs, personal representatives, successors and assigns of the parties to this Agreement. The covenants of Borrower and Landlord respecting subordination of the claim or claims of Landlord in favor of Lender shall extend to,Include,and be enforceable by any transferee or endorsee to whom Lender may transfer any claim or claims to which this Agreement shall apply. Lender need not accept this Agreement in writing or otherwise to make it effective. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If Landlord is other than an Individual, any agent or other person executing this Agreement on behalf of Landlord represents and warrants to Lender that he or she has full power and authority to execute this Agreement on Landlord's behalf. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is in writing and signed by Lender. Without notice to Landlord and without affecting the validity of this Consent, Lender may do or not do anything it deems appropriate or necessary with respect to the Loan.any obligors on the Loan, or any Collateral for the Loan; including without limitation extending, renewing, rearranging, or accelerating any of the Loan indebtedness. AMENDMENTS. This Agreement, together with any Related Documents, constitutes the entire understanding and LANDLORD'S RELEASE AND CONSENT Loan No: 0264236604 (Continued) Page 3 agreement of the parties as to the matters set forth In this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment NO WAIVER BY LENDER. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender,nor any course of dealing between Lender and Landlord.shall constitute a waiver of any of Lenders rights or of any of landlord's obligations as-to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting.of such consent by Lender In any instance shall not constitute continuing consent to subsequent instances where such consent Is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. SEVERABIUTY If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality,invalidity, or unenforceabllity of any provision of this Agreement shall not affect the legality,validity or enforceability of any other provision of this Agreement. DEFINITIONS. The following capitalized words and terms shall have the'following meanings when used in this Agreement. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terns used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined In this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code: Agreement The word 'Agreement° means this Landlord's Release and Consent, as this Landlord's Release and Consent may be amended or modified from time to time, together with all exhibits and schedules attached to this Landlord's Release and Consent from time to time. Borrower. The word"Borrower means AUBURN FLIGHT SERVICE, INC.and Includes all co-signers and co-makers signing the Note and all their successors and assigns. Collateral. The word °Collateral" means all of Borrower's right, title and interest in and to all the Collateral as described in the Collateral Description section of this Agreement Landlord. The word "Landlord" means City of Auburn, and is used for convenience purposes only. Landlord's Interest In the Premises may be that of a fee owner lessor, sublessor or lienholder or that of any other holder of an interest in the Premises which may be,or may become,prior to the Interest of Lender. Lease. The word "Lease'means that certain lease of the Premises, dated February 27 1978, between Landlord and Borrower. The Lease was recorded as follows: Memorandum of Lease recorded June 16, 1978 as instrument it 7806230483. Assignment of Lessee's interest recorded June 5,2000 as instrument 0200000605001209. Lender. The word"Lender means Wells Fargo Bank,National Association,its successors and assigns. Loan. The word "Loan"means any and all loans and financial accommodations from Lender to Borrower whether now or hereafter existing,and however evidenced. Note. The word 'Note' means the Note executed by AUBURN FLIGHT SERVICE, INC. in the principal amount of $300,000.00 dated November 1 2011.together with all renewals of,extensions of, modifications of,refinancings of,consolidations of,and substitutions for the note or credit agreement. Premises. The word"Premises'means the real property located in King County, State of Washington, commonly known as 1725E St NE,Auburn,WA 98002, and legally described as: Premises Located at 1725 E St NE Auburn WA 98002 and described on Exhibit A Property tax Identification number is 000080 001 00. Related Documents. The words "Related Documents' mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other Instruments, agreements and documents, whether now or hereafter existing,executed in connection with the Loan. LANDLORD'S RELEASE AND CONSENT Loan No: 0264236604 (Continued) Page 4 BORROWER AND LANDLORD ACKNOWLEDGE HAVING READ ALL THE PROVISIONS OF THIS LANDLORD'S RELEASE AND CONSENT AND BORROWER'AND LANDLORD AGREE TO ITS TERMS. THIS AGREEMENT IS DATED NOVEMBER 1 2011 BORROWER: AUBURN •'4 T Si By: 1 /• Ichael E opp Proeldon of, UBURN FLIGHT SERVICE,INC. LANDLORD: ��� CITY OF A By: Autho '..d Signer for Pit o • r. By: c)c 'e) Lew s, t1 r✓ cl-C7 Authorized Signer for City of Auburn `) LENDER: WELLS FAR Authorized Officer LANDLORD'S RELEASE AND CONSENT Loan No: 0264236604 (Continued) Page 5 LOA CORPORATE ACKNOWLEDGMENT STATE OF u-JA 1 y/� I SS COUNTY OF 7 \1 I [/\(�� ) i ` /� /, 1 On this I I-Li day of D.... Cr 11[Illlr 20 I ( before me, the undersigned Notary Public,personally appeared Michael E Kopv GHT SERVICE,INC. and personally known to me or proved to eon the basis of satisfacto 2� t�1tta d agent of the corporation that executed the Landlord's Rele.-• and Consent and acknowl e r 1(9 19 i free and voluntary act and deed of the corporation, by a •��r�'1111tttt,,, of its Byla or .y r eq[ se ri4rs, for the,uses and purposes therein mentioned, and o . tated t : he or sh¢ oTWeed to exe 'thiyAgreement and In fact executed the Agreement on be torpor.�lon. - = S �: s 10Y �i —l' i eL AOB1.�b �s ng at � � �liSe �( Notary Public In nd forth State'f " �*jfl�t '�uttp9�dr'�w. commission expires E i "1111111jlOptWAgY• GOVERNMENT ACKNOWLEDGMENT e %%%%%%%%%%%%%till, ' ).--c--) oil A. R/0 f .aaau ' �1, STATE OF \Li .0� 5 ,. ) fo c� c 0to . . SS sAiiii,I i t e COUNTY OF n\1P 1 - 0 - 'jy Q 1 .1 4 On this I +""` day of **E -V)'�✓ , 20 \\ roiettptede� d f Notary Public,personally appeared .-' a ■ S i\ %tiru,....0 iv, 1 Sit � G' `the and personally known to me or proved to me on the basis of satisfactory evidence to be(an)auli 'the governmental entity that executed the Landlord's Release and Consent and acknowledged the Agreemen a the free and voluntary act and deed of the governmental entity,by authority of Its enabling laws or by resolution of Its governing body,for the uses and purposes therein mentioned,and on oath stated that he or she/they is/are authorized to execute this Agre' en -nd in fact execut:. the•Pgreem•nt on behalf of the governmental entity. (1�) p By �.._:pa i.s ). a A , 4A-4,.--1 Residing at AA ANwv"Lk_ UJ IN. Notary Public In and for the State of %LOK! ,, a. q iiiii My commission expires el -U•1 7-0 1 Iv ,:.,f �i A. RIn • C7.'tgQpi33Fp 0,9 ,' n ..VI - - - — — --- — �,a off— -4 Z V n=Z - 3./. /ya / I V ,/,,A.tPlIttlm zz- LANDLORD'S RELEASE AND CONSENT Loan No: 0264236604 (Continued) Page 6 LENDER ACKNOWLEDGMENT STATE OF Lai ��/ ^ )SS COUNTY OF ( 'Y - 1 ✓) On this I //G d: f l A� ;!A�/ , 0 ( \ before me,the undersigned Notary Public,personally appeared 1 /_ ' ;;k?)W j 11Xlgi •I•ersonally known to me or proved to me On the basis of satisfactory evidence to •e the . • I - authorized agent for Wells Fargo Bank, National Association that executed the wilt ,-"r•liYv)11'• - '�..'!'' nt and acknowledged said instrument to be the free and voluntary act and deed of Wells -.el._� �l t 3` !.. Jon,•duly authorized by Wells Fargo Bank, National Assod.'• Through its board of direct s�``+��F jto use*and purposes therein mentioned, and on oath stated that-. she authorized to fe�tl*sald instru tt�an¢in fact executed this said instrument on behalf of Wells 1 ran ltional Assocla igg -, /(o By � � 'p 444, IOue&c, � 'Iding •at ,i • Notary Public it and fo the State of W ^ iinunv . I% yy commission expires I ■ri■ 44+4 tOF`WO 414 LASER PRO Lending, Ver 5.58.20.001 Copr. Harland Financial Solutions, Inc. 1997 2011 All Rights Reserved. WA X:LLPROD\CFILPL\E45.FC TR-141840 PR-689 F A RETURN ADDRESS: Wells Fargo Bank,National Association BBSG Boise Loan Ops LDI P.O.Box 34656 San Antonio,TX 78265 LANDLORD'S ESTOPPEL CERTIFICATE Reference # (if applicable): Additional on page Grantor(s): 1 AUBURN FLIGHT SERVICE, INC. Grantee(s) 1 Wells Fargo Bank, National Association Legal Description: Ptn of The J. Brannan Donation Claim No 38, 7/21/5 Additional on page pg 2 Assessor's Tax Parcel ID# 000080-0011 J ]fliJ[ I1ilf!III00[I`I[1111 1�1I I 200143246000300255 THIS LANDLORD'S ESTOPPEL CERTIFICATE dated November 1 2011, Is made a nd executed among AUBURN FLIGHT SERVICE, INC. a Washington corporation ("Grantor"); Wells Fargo Bank, National Association; Tacoma Business Banking Center. 1201 Pacific Avenue; Tacoma, WA 98402 ("Lender"); and ("Landlord"). LANDLORD'S ESTOPPEL CERTIFICATE Loan No: 0264236604 (Continued) Page 2 Grantor and Lander have entered into,or are about to enter into,a financial transaction whereby Lender has acquired or will acquire a security Interest or other lien on Grantor's leasehold interest in the Property described below. To induce Lender to extend one or more loans or other financial accommodations to Grantor against such security interest in the Property and for other valuable consideration,with knowledge that Lender Is relying thereon, Landlord and Grantor hereby agree with Lender as follows: THE LEASE. Landlord has leased the Property to Grantor pursuant to a lease(the "Lease")dated February 27 1978, which was recorded as follows: Memorandum of Lease recorded June 16, 1978 as Instrument # 7806230483. Assignment of Lessee's interest recorded June 5,2000 as instrument#200000605001209. -The following Information is a summary of the basic terms and conditions of the Lease: Premises located at 1725 E St NE Auburn WA 98002 with terms and rent set forth therein. REAL PROPERTY DESCRIPTION. The Lease covers the following described real property, together with all improvements thereon(the"Real Property")located in King County,State of Washington: See EXHIBIT A,which Is attached to this Certificate and made a part of this Certificate as if fully set forth herein. The Real Property or its address is commonly known as 1725 E St NE, Auburn, WA 98002. The Real Property tax identification number Is 000080-0011 ESTOPPEL landlord and Grantor hereby jointly and severally represent and warrant to Lender that: Lease In Effect. The Lease(i)has been duly executed and accepted by Landlord and Grantor (ii) is in full force and effect,and (ill)has not been modified or changed,either In writing or orally,:except as reflected in the copy of the Lease provided to Lender. No Default As of the date of this Certificate, (I)all conditions and obligations to be performed by either Landlord or Grantor under the Lease,to the date hereof,have been satisfied; (II)there exists no breach;default,or event or condition which, the giving of notice or the passage of time, or both, would constitute such a breach or default under the Lease;and (Iii)there are no existing claims, defenses or offsets against obligations of either Landlord or Grantor under the Lease,Including any against rents due or to become due under the terms of the Lease. Entire Agreement. The Lease constitutes the entire agreement between Landlord and Grantor with respect to the Lease of the Property. No Prepaid Rent No deposits or prepayments of rent have been made in connection with the Lease, except as may be described above In the summary description of the Lease. AGREEMENTS. Landlord and Grantor hereby jointly and severally agree with Lender that, during all such times as Lender is the beneficiary of the security interest in the Property described above: Modification, Termination and Cancellation. Landlord and Grantor will not consent to any modification,termination or cancellation of the Lease unless Lender first consents thereto in writing. Notice of Default. Landlord will notify Lender in writing concurrently with any notice given to Grantor of any breach or default on the part of Grantor under the Lease,and Landlord agrees that Lender shall have the right(but not the obligation)to cure any breath or default specified In such notice within the time periods set forth below and Landlord will not declare a default of the Lease, if Lender cures such default within thirty (30)days from and after expiration of the time'period provided in the Lease for the cure thereof by Grantor,provided, however,that If such default cannot with diligence be cured by Lender within such thirty (30)day period, the commencement of action by Lender within such thirty (30) day period to remedy the same shall be deemed sufficient so long as Lender pursues such cure with diligence. FACSIMILE AND COUNTERPART.This document may be signed in any number of separate copies,each of which shall _ _ __ ___ _be_effective_as an original_but allof_which taken_together_shall constitute_a single document. An electronic_ __ transmission or other facsimile of this document or any related document shall be deemed an original and shall be admissible as evidence of the document and the signers execution. MISCELLANEOUS PROVISIONS. This Certificate shall extend to and bind the respective heirs,personal representatives, successors and assigns of the parties to this Certificate. This Certificate shall be governed by and construed in accordance with the laws of the State of Washington. If Landlord is other than an Individual,any agent or other person executing this Certificate on behalf of Landlord represents and warrants to Lender that he or she has full power and authority to execute this Certificate on Landlord's behalf. Lender shall not be deemed to have waived any rights under this Certificate unless such waiver is in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Certificate shall not constitute a waiver of or prejudice Lender's right otherwise to demand strict compliance with that provision or any other provision. LANDLORD'S ESTOPPEL CERTIFICATE Loan No: 0264236604 (Continued) Page 3 • GRANTOR AND LANDLORD EACH ACKNOWLEDGE HAVING READ,ALL THE PROVISIONS OF THIS LANDLORD'S ESTOPPEL CERTIFICATE,AND EACH AGREES TO ITS TERMS. THIS CERTIFICATE IS DATED NOVEMBER 1,2011. GRANTOR: aaauh °� P.RICILI Ili, AUBURN c HT SE' _`��. a �a4pa By: I gilt d 20// - U_O4�'O 14 a .1 y r.Ichaol E Ko•• •f • BURN FLIGHT SERVICE,INC.D�to to my m's LANDLORD -�� (=,'").). .o = _t 0811(' . - ,, F 'a 9 vM X -- �ec l'-, _-ol I p lmh� CD Signature Date _ 'I�r,IllumwN�l� LENDER: ��1�•S'' WELLS FARGO BANK,NAT ORAL ASSOCIATION X �,6� #s' "� IZ 2°11 Authorized Officer Da CORPORATE ACKNOWLEDGMENT STATE OF I,iU ) �/� )SS COUNTY OF YI n7/ X }� 1/ ) On this 12 day of I / be ,20 I I before me,the undersigned Notary Public,personally appeared Michael sati E Kopp,Precll(�AG f�UBURN FLIGHT SERVICE,INC, and personally known to me or proved to me on the basis of satisfacto •t}Jpp q authorized agent of the corporation that executed the Landlords Estoppel Certificate and acknov�Oda ffq•be the free and voluntary act and deed of the corporation, by aut•• of its Bylaws or by ��qqt r iiydirectors, for the uses and purposes therein mentioned, and o `ated t•.t he or3 i% 1� !p5s this Certificate and in fact executed the Certificate on be.. ••rati• '�((=, ` m , i ey gpsldln9 at4qX-Ver6109-e Notary Public In a•d for the S ate of t rr3.%$% �et r,:4 O ly commission expires I I 11e( 1�J ilk, OF w I'ththM%%••`N LANDLORD'S ESTOPPEL CERTIFICATE Loan No: 0264236604 (COntinued) Page 4 P.' .wver, ''y J'1�eziwON Ek241, it CORPORATEPcCTCNOWLE�( it "%q%at%%%%%%y �z m s - cp,TErei f; STATE OF \...13a01`-'4 1•O.�FJl1 cU 0 _2_� _`g %�s�i%MM/g hr-/ f• J� J ���i�T'''qh )-09 1RS - .537E N.. 9•�'�id� i COUNTY OF rV-1 i •9 f thmwei`a-NAq ' 3 �c� On this Y day of .- •�Y 20 t����Cheyott&me, ec igned Notary Public,personally appeared .(• a r •e'-w \s - Ys, rlr IirW `, 4-- a and personally known to me or proved to me on the basis of satisfactory evidence to4Si d Q$Ant(s)of the corporation that executed the Landlord's Estoppel Certificate and acknowledged the liteavie•� the free and voluntary act and deed of the corporation, by authority of its Bylaws or by resolution of its board of directors, for the uses and purposes therein mentioned, and on oath staled that he or she/they, is/are authorized to execute this Ce feat In fact-executed. Certificate on behalf of the corporation. py B ilS V \v- -vY..�. ..,ate Residing at;--\*AtJl,:•'/t'• A Notary Public In and for the State of WA My commission expires et-c9 2-CI Ic LENDER ACKNOWLEDGMENT Loa STATE OF ) •`{�/ , )SS COUNTY OF ` 4 ) ii On this l - da yy 4- ' 41 0 ' 20 before me, the undersigned Notary Public, personally appeared As SA;faIAn•Mt419f 7. 4 °natty known to moor proved to me on the basis of satisfactory evlden • t• •e the j1. authorized agent for Wells Fargo Bank, National Association that'executed the within an{ Tkg �SI�MI1�}ont and admowledged said instrument to be the free and voluntary act and 'deed of Wells Fargo, , El YltiieClt�lon, duly authorized by Wells Fargo Bank, National Assoclatl• through its boar. = director's-1i _'T' frj nd'purposes therein mentioned, and on oath stated Iha is au •-zetl t• exec L4 u r ' fact -.-- ed this said instrument o behalf of Wells Nation Assocl don'F s7 O% A• • 11,1 I (mil(/X/)ten A , ByV gesld1jg at —�� w!are•b. 7 C! qQZ 1\ I1 iS •ubllc I. and • the tate • tmy/ 4 try 'OUB '.4j��Igy gammisslon a picas - ------- -- — �r� ,OF-WA ��`� — -- — --- -- LASER PRO Lending. Ver. 5.58.20.001 Copr Harland Financial Solutions, Inc 1997, 2011. All Rights Reserved. WA X:\LPROD\CFILLPL1G208.FC TR-141840 PR-689