Drawn By and Return To: Loan No.: 50750
Moore & Van Allen, PLLC (EKO) Servicing No.: 880802067
NationsBank Corporate Center
100 North Tryon Street, Floor 47
Charlotte, North Carolina 28202-4003
STATE OF ARIZONA DEED OF TRUST,
ASSIGNMENT OF LEASES AND RENTS,
COUNTY OF PIMA SECURITY AGREEMENT AND
FIXTURE FILING
COLLATERAL IS OR INCLUDES FIXTURES
THIS DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS AND SECURITY
AGREEMENT (the "Security Instrument") is made and entered into as of the
27th day of February, 1998, by WELLSFORD SONTERRA LLC, an Arizona limited
liability company, whose mailing address is c/o Wellsford Real Properties,
Inc., 1623 Blake Street, Suite 270, Denver, Colorado 80202 (the
"Borrower"), in favor of NATIONSBANK, N.A., a national banking association,
whose mailing address is c/o Midland Loan Services, L.P., 210 W. 10th
Street, 6th Floor, Kansas City, Missouri 64105 (the "Trustee"), and
NATIONSBANK, N.A., a national banking association, whose mailing address is
c/o Midland Loan Services, L.P., 210 W. 10th Street, 6th Floor, Kansas
City, Missouri 64105, together with its successors and assigns (the
"Lender").
This Security Instrument secures (i) the obligations of the Borrower
under the promissory note, executed by the Borrower, of even date herewith
payable to the order of the Lender in the original principal amount of
$16,400,000.00 (such promissory note and all amendments, renewals,
replacements, extensions or other modifications being hereinafter referred
to as the "Note"); (ii) the performance by the Borrower of its obligations
under the Loan Agreement of even date herewith, between the Borrower and
the Lender (as amended, modified or restated, the "Loan Agreement") and
under all other Loan Documents (as defined in the Loan Agreement) executed
by the Borrower in connection with the loan evidenced by the Note (the
"Loan"); and (iii) the payment by the Borrower of all other sums, with
interest thereon, advanced in accordance with the Note, the Loan Agreement
or any other Loan Document to protect the security of this Security
Instrument.
Capitalized terms used, but not defined, herein shall have the
meanings given to such terms in the Loan Agreement. All of the terms,
definitions, conditions and covenants of the Loan Agreement are expressly
made a part of this Security Instrument by reference in the same manner and
with the same effect as if set forth herein at length and any beneficiary
of this Security Instrument is entitled to the benefits of and remedies
provided in the Loan Agreement, the Note and other Loan Documents by and
between the Borrower and the Lender.
W I T N E S S E T H:
The Borrower, in consideration of the indebtedness herein recited,
irrevocably grants, conveys and assigns to the Trustee and the Trustee's
successors and assigns, in trust, with power of sale, all of the following
described land, real property interests, buildings, improvements, fixtures,
furniture and appliances and other personal property:
(a) All that tract or parcel of land and other real property
interests in Pima County, Arizona more particularly described in Exhibit A
attached hereto and made a part hereof (the "Land"), subject to the
permitted encumbrances described in Exhibit B attached hereto and made a
part hereof; and
(b) All buildings, improvements and tenements of every kind and
description now or hereafter erected or placed on the Land (the
"Improvements") and all materials intended for construction,
reconstruction, alteration and repair of such Improvements now or hereafter
erected or placed thereon, all of which materials shall be deemed to be
included within the premises hereby conveyed immediately upon the delivery
thereof to the Land, and all Tangible Personalty (as defined in the
Personalty Rider attached hereto and made a part hereof for all purposes).
TO HAVE AND HOLD the same, together with all privileges,
hereditaments, easements and appurtenances thereunto belonging, to the
Trustee and the Trustee's successors and assigns to secure the indebtedness
herein recited and upon this special trust: that should the indebtedness
secured hereby be paid according to the tenor and effect thereof when the
same shall be due and payable and should the Borrower timely and fully
discharge its obligations hereunder and under the other Loan Documents,
then the Land, Improvements and Tangible Personalty (hereinafter
collectively referred to as the "Premises") shall be reconveyed to the
Borrower or the title thereto shall be revested according to the provisions
of applicable law.
As additional collateral and further security for the indebtedness
secured hereby, to the fullest extent permitted by applicable law, the
Borrower does hereby assign to the Lender and grants to the Lender a
security interest in all of the right, title and interest of the Borrower
in and to any and all Intangible Personalty (as defined in the Personalty
Rider attached hereto), and the Borrower agrees to execute and deliver to
the Lender such additional instruments, in form and substance satisfactory
to the Lender, as may hereafter be requested by the Lender to evidence and
confirm said assignment; provided, however, that acceptance of any such
assignment shall not be construed as a consent by the Lender to any of the
foregoing or to impose upon the Lender any obligation with respect thereto.
As part of the consideration for the indebtedness secured hereby, the
Borrower hereby absolutely and unconditionally assigns and transfers to the
Lender and grants to the Lender a security interest in any and all leases
and other occupancy or use agreements (whether oral or written) now
existing or hereafter made and affecting the Premises as such leases and
other agreements may have been, or may from time to time be hereafter,
modified, extended and renewed, with all the security deposits, rents
(including, without limitation, room rents and room revenues, if any),
issues, profits, revenues and other income of the Premises from time to
time accruing therefrom (the "Rents and Profits"), and the acceptance of
this assignment and the collection of the Rents and Profits shall not
constitute a waiver of any rights of the Lender under the terms of the Loan
Documents. So long as there shall exist no Event of Default (as defined in
the Loan Agreement), the Borrower shall have the right under a license
granted hereby (but limited as provided elsewhere in this Security
Instrument and in the Loan Agreement) to collect upon, but not more than
two months prior to accrual, all of said Rents and Profits arising from or
out of such leases and other agreements or any modifications, renewals or
extensions thereof, or from or out of the Premises or any part thereof, and
the Borrower shall receive such Rents and Profits, as a trust fund to be
applied, and the Borrower hereby covenants to so apply same, to the payment
of taxes and assessments upon the Premises before penalty or interest are
due thereon, to the cost of such insurance and of such maintenance and
repairs as is required by the terms of the Security Instrument and Loan
Agreement, to the payment of Operating Expenses (as defined in the Loan
Agreement), and to the payment of interest and principal and other amounts
becoming due on the Loan or under the Loan Documents, before using any part
of the same for any other purposes.
All the Tangible Personalty which comprises a part of the Premises
shall, as far as permitted by applicable law, be deemed to be affixed to
the Land and conveyed therewith. As to the balance of the Tangible
Personalty and the Intangible Personalty, this Security Instrument shall be
considered to be a security agreement which creates a security interest in
such items for the benefit of the Lender. In that regard, the Borrower
grants to the Lender all of the rights and remedies of a secured party
under the laws of the state in which the Premises is located.
The Borrower covenants, warrants, represents and agrees as follows:
1. Amount Secured. This Security Instrument secures all present and
future loan disbursements made by the Lender under the Note, and all other
sums from time to time owing to the Lender by the Borrower under the other
Loan Documents, including, without limitation, sums advanced in accordance
herewith to protect the security of this Security Instrument. The
principal amount secured hereby is $16,400,000.00.
2. Acceleration; Foreclosure. Upon the occurrence of an Event of
Default, the Lender, at the Lender's option, may declare the entire balance
of the Loan, including all accrued interest, to be immediately due and
payable without further demand and may foreclose the lien of this Security
Instrument by judicial proceeding or pursuant to the power of sale hereby
granted, and may pursue any other remedies permitted by applicable law or
provided herein or in any of the other Loan Documents. The Lender shall be
entitled to collect all fees, costs and expenses incurred in pursuing such
remedies, including, but not limited to, reasonable attorney's fees, costs
of documentary evidence, abstracts and title reports.
3. Rights Upon Event of Default. Upon the occurrence of any Event of
Default, the Lender, immediately and without additional notice and without
liability therefor to the Borrower, except for gross negligence or willful
misconduct, may, in accordance with, and subject to, the terms and
conditions of the Loan Agreement, do or cause to be done any or all of the
following: (a) take physical possession of the Premises; (b) exercise its
right to collect the Rents and Profits; (c) enter into contracts for the
repair and maintenance of the Improvements thereon; (d) expend Loan funds
and any Rents and Profits for payment of any taxes, insurance premiums,
assessments and charges for repair and maintenance of the Improvements,
preservation of the lien of this Security Instrument and satisfaction and
fulfillment of any liabilities or obligations of the Borrower arising out
of or in any way connected with the use, repair or maintenance of
Improvements on the Premises whether or not such liabilities and
obligations in any way affect, or may affect, the lien of this Security
Instrument; (e) enter into leases demising the Premises or any part
thereof; (f) take such steps to protect and enforce the specific
performance of any covenant, condition or agreement in the Note, this
Security Instrument, the Loan Agreement, or the other Loan Documents, or to
aid in the execution of any power herein granted; (g) take such steps to
protect and enforce the specific performance of any covenant, condition or
agreement as to the Intangible Personalty; and (h) generally, supervise,
manage, and contract with reference to the Premises as if the Lender were
an equitable owner of the Premises. Notwithstanding the occurrence of an
Event of Default or acceleration of the Loan, the Lender shall continue to
have the right to pay money, whether or not Loan funds, for the purposes
described in the Loan Agreement, and all such sums and interest thereon
shall be secured hereby. The Borrower also agrees that any of the
foregoing rights and remedies of the Lender may be exercised at any time
independently of the exercise of any other such rights and remedies, and
the Lender may continue to exercise any or all such rights and remedies
until the Event of Default is cured or until foreclosure and the conveyance
of the Premises to the high bidder or until the Loan is otherwise satisfied
or paid in full.
4. Rents and Profits.
(a) Collection. The Borrower hereby authorizes the Lender, by its
employees or agents, at its option, after the occurrence of an Event of
Default, to terminate the aforesaid license granted to the Borrower to
collect said Rents and Profits, and to enter upon the Premises, and to
collect, in accordance with the Loan Agreement and in the name of the
Borrower or in its own name, as assignee, the Rents and Profits accrued but
unpaid and in arrears at the date of said Event of Default as well as the
Rents and Profits thereafter accruing and becoming payable during the
period of the continuance of such Event of Default or any other Event of
Default; and to this end, the Borrower further agrees that it will
facilitate in all reasonable ways the Lender's collection of said Rents and
Profits, and will, upon request by the Lender, execute a written notice to
each tenant directing the tenant to pay rent to the Lender. Upon such
entry, the Lender shall be authorized, but not obligated, to take over and
assume the control, care, management, operation, repair and maintenance of
the Premises and to perform such other acts as the Lender in its sole
discretion may deem proper, and to expend such sums out of the income of
the Premises as may be needful in connection therewith (including the right
to effect new leases, to cancel or surrender existing leases, to evict
tenants, to bring or defend any suits in connection with the possession of
any portion of the Premises in its own name or the Borrower's name, to
alter or to amend the terms of existing leases, to renew existing leases,
and to make concessions to the tenants). The Borrower hereby releases all
claims against the Lender arising out of such management, operation, repair
and maintenance, excepting the liability of the Lender to account as
hereinafter set forth, and except claims arising from the gross negligence
or willful misconduct of the Lender.
(b) Indemnity. Unless and until the license granted to the Borrower
in this Security Instrument to collect the Rents and Profits is terminated
and the Lender enters the Premises as described herein, the Lender shall
not be obligated to perform or discharge any obligation or duty to be
performed or discharged by the Borrower under any of said leases, and the
Borrower hereby agrees to indemnify the Lender for, and to save it harmless
from, any and all liability arising from any of said leases or from this
assignment, and this assignment shall not place responsibility for the
conduct, care, management, or repair of the Premises upon the Lender, or
make the Lender responsible or liable for any negligence in the management,
operation, upkeep, repair or control of said Premises resulting in loss or
injury to, or death of any invitee, tenant, licensee, employee or stranger
and/or damage to, or destruction of the Premises.
5. Appointment of Receiver. Upon the occurrence of an Event of Default,
the Lender shall be entitled, without additional notice and without regard
to the adequacy of any security for the Loan or the solvency of any party
bound for its payment, to seek the appointment of a receiver to take
possession of and to operate the Premises, and to collect the Rents and
Profits, all expenses of which shall be added to the Loan and secured
hereby.
6. Waivers. No waiver of any Default Condition or Event of Default shall
at any time thereafter be held to be a waiver of any rights of the Lender
stated anywhere in the Note, this Security Instrument, the Loan Agreement
or any of the other Loan Documents, nor shall any waiver of any prior
Default Condition or Event of Default operate to waive any subsequent
Default Condition and/or Event of Default. All remedies provided in this
Security Instrument, in the Note, in the Loan Agreement and in the other
Loan Documents are cumulative and may, at the election of the Lender, be
exercised alternatively, successively, or in any manner and are in addition
to any other rights provided by applicable law.
7. Substitution of Trustee. If, for any reason, the Lender shall elect
to substitute for the Trustee herein named (or for any successor to said
Trustee), the Lender shall have the right to appoint successor Trustee(s)
by duly acknowledged written instruments, and each such successor Trustee
immediately upon recordation of an instrument so appointing said successor
Trustee shall become successor in title to the Premises for the uses and
purposes of this Security Instrument, with all the powers, duties and
obligations conferred on the Trustee in the same manner and to the same
effect as though said successor Trustee were named herein as the Trustee.
If more than one Trustee has been appointed, each of such Trustees and each
successor thereto shall be and hereby is empowered to act independently.
8. Terms. The singular used herein shall be deemed to include the
plural; the masculine deemed to include the feminine and neuter; and the
named parties deemed to include their heirs, successors and assigns. The
term "Lender" shall include any payee of the indebtedness hereby secured or
any transferee thereof whether by operation of law or otherwise.
9. Notices. All notices and other communications shall have been duly
given and shall be effective (i) when delivered, (ii) when transmitted via
telecopy (or other facsimile device) to the number set forth below, (iii)
on the day following the day on which the same has been delivered prepaid
to a reputable national overnight air courier service, or (iv) on the third
Business Day following the day on which the same is sent by certified or
registered mail, postage prepaid, in each case to the respective parties at
the address set forth below, or at such other address as such party may
specify by written notice to the other party hereto. No notice of change
of address shall be effective except upon actual receipt. This Section
shall not be construed in any way to affect or impair any waiver of notice
or demand provided in any other Loan Document or to require giving of
notice or demand to or upon any Person in any situation or for any reason.
if to Borrower: Wellsford Sonterra LLC
c/o Wellsford Real Properties, Inc.
1623 Blake Street, Suite 270
Denver, Colorado 80202
Attn: David M. Strong
Telephone: (303) 534-4396
Telecopy: (303) 534-4398
to the Trustee: NationsBank, N.A.
c/o Midland Loan Services, L.P.
210 W. 10th Street, 6th Floor
Kansas City, Missouri 64105
Attn: Servicing Manager
Telephone: (800) 894-9205
Telecopy: (816) 843-5522
to the Lender: NationsBank, N.A.
c/o Midland Loan Services, L.P.
210 W. 10th Street, 6th Floor
Kansas City, Missouri 64105
Attn: Servicing Manager
Telephone: (800) 894-9205
Telecopy: (816) 843-5522
with a copy to: Moore & Van Allen, PLLC (EKO)
NationsBank Corporate Center
100 North Tryon Street, Floor 47
Charlotte, North Carolina 28202-4003
Telephone: (704) 331-1000
Telecopy: (704) 331-1159
The parties hereto agree that any notice sent to the Borrower at its
address set forth herein (or designated in accordance with this Section)
shall be deemed notice to all general partners or members of the Borrower,
if any. Personal delivery to a party or to any officer, partner, member,
agent or employee of such party at its address herein shall constitute
receipt. Rejection or other refusal to accept or inability to deliver
because of changed address of which no notice has been received shall also
constitute receipt.
10. Greater Estate. In the event that the Borrower is the owner of a
leasehold estate with respect to any portion of the Premises and, prior to
the satisfaction of the indebtedness secured hereby and the cancellation of
this Security Instrument of record, Borrower obtains a fee estate in such
portion of the Premises, then, such fee estate shall automatically, and
without further action of any kind on the part of Borrower, be and become
subject to the security lien of this Security Instrument.
11. Imposition of Tax. In the event of the passage of any state, federal,
municipal or other governmental law, order, rule or regulation, in any
manner changing or modifying the laws now in force governing the taxation
of debts secured by deeds of trust or the manner of collecting taxes so as
to affect adversely the Lender, the Borrower will promptly pay any such tax
on or before the due date thereof; and if the Borrower fails to make such
prompt payment or if any such state, federal, municipal or other
governmental law, order, rule or regulation prohibits the Borrower from
making such payment or would penalize the Lender if the Borrower makes such
payment, then the entire balance of the Loan shall become due and payable
upon demand at the sole option of the Lender.
12. Headings. The captions and headings herein are inserted only as a
matter of convenience and for reference and in no way define, limit, or
describe the scope of this Security Instrument nor the intent of any
provision hereof.
13. General Provisions. A determination that any provision of this
Security Instrument is unenforceable or invalid shall not affect the
enforceability or validity of any other provision and the determination
that the application of any provision of this Security Instrument to any
Person or circumstance is illegal or unenforceable shall not affect the
enforceability or validity of such provision as it may apply to other
Persons or circumstances. This Security Instrument may not be amended
except in a writing specifically intended for such purpose and executed by
the party against whom enforcement of the amendment is sought. The holder
of this Security Instrument may, from time to time, sell or offer to sell
the Loan, or any interests therein, to one or more transferees, assignees
or participants and is hereby authorized to disseminate any information it
has pertaining to the Loan, including, without limitation, any security for
this Security Instrument and credit information on the Borrower and any of
its principals to any such transferee, assignee or participant or
prospective transferee, assignee or participant, and to the extent, if any,
specified in any such transfer instrument, assignment or participation, and
such transferee, assignee or participant shall have the rights and benefits
with respect to this Security Instrument and the other Loan Documents as
such Person would have if such Person were the Lender hereunder. The
Borrower warrants and represents to the Lender and all other holders of
this Security Instrument that the Loan is and will be for business or
commercial purposes only and not primarily for personal, family, or
household use. The terms, provisions, covenants and conditions hereof
shall be binding upon the Borrower and the heirs, devisees,
representatives, successors and assigns of the Borrower.
14. WRITTEN AGREEMENT.
(a) THE RIGHTS AND OBLIGATIONS OF THE BORROWER AND THE LENDER SHALL
BE DETERMINED SOLELY FROM THIS WRITTEN SECURITY INSTRUMENT AND THE OTHER
LOAN DOCUMENTS, AND ANY PRIOR ORAL OR WRITTEN AGREEMENTS BETWEEN THE LENDER
AND THE BORROWER CONCERNING THE SUBJECT MATTER HEREOF AND OF THE OTHER LOAN
DOCUMENTS ARE SUPERSEDED BY AND MERGED INTO THIS SECURITY INSTRUMENT AND
THE OTHER LOAN DOCUMENTS.
(b) THIS SECURITY INSTRUMENT AND THE OTHER LOAN DOCUMENTS MAY NOT BE
VARIED BY ANY ORAL AGREEMENTS OR DISCUSSIONS THAT OCCUR BEFORE,
CONTEMPORANEOUSLY WITH, OR SUBSEQUENT TO THE EXECUTION OF THIS SECURITY
INSTRUMENT OR THE LOAN DOCUMENTS.
(c) THIS WRITTEN SECURITY INSTRUMENT AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENTS BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES.
15. WAIVER OF JURY TRIAL. THE LENDER, THE TRUSTEE AND THE BORROWER HEREBY
WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT TO A
TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THE
SUBJECT MATTER OF THIS SECURITY INSTRUMENT. THIS WAIVER IS KNOWINGLY,
INTENTIONALLY, AND VOLUNTARILY MADE BY THE LENDER, THE TRUSTEE AND THE
BORROWER, AND THE LENDER, THE TRUSTEE AND THE BORROWER ACKNOWLEDGE THAT NO
PERSON ACTING ON BEHALF OF ANOTHER PARTY TO THIS AGREEMENT HAS MADE ANY
REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY
WAY TO MODIFY OR NULLIFY ITS EFFECT. THE LENDER, THE TRUSTEE AND THE
BORROWER FURTHER ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED (OR HAVE HAD
THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS SECURITY
INSTRUMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL,
SELECTED OF THEIR OWN FREE WILL, AND THAT THEY HAVE HAD THE OPPORTUNITY TO
DISCUSS THIS WAIVER WITH COUNSEL.
16. Non-Recourse. The Borrower's liability hereunder shall be limited to
the same extent provided in the Note.
IN WITNESS WHEREOF, the Borrower has executed this Security Instrument
under seal as of the above written date.
BORROWER:
WELLSFORD SONTERRA LLC,
an Arizona limited liability company
By: Wellsford/Sonterra Manager, LLC, an
Arizona limited liability company, its
sole Manager
By: Wellsford Real Properties, Inc., a
Maryland corporation,
its sole Member
By:/s/ David M. Strong
-------------------------------
Name: David M. Strong
Title: Vice President
STATE OF ___________
COUNTY OF __________
The foregoing instrument was acknowledged before me this ____ day of
February, 1998, by _______________, _________________ of Wellsford Real
Properties, Inc., a Maryland corporation, the sole Member of
Wellsford/Sonterra Manager, LLC, an Arizona limited liability company, the
sole Manager of Wellsford Sonterra LLC, an Arizona limited liability
company.
_____________________________________
Notary Public
My Commission Expires:_______________
(Notarial Seal)
PERSONALTY RIDER
(Retail/Industrial/Office/Multifamily)
The term "Intangible Personalty" as used herein shall mean any and all
present and future accounts, general intangibles, instruments, documents
and chattel paper now or hereafter affecting or relating to the Premises or
any part thereof, and all proceeds or products thereof, including without
limitation, (i) all leases (including equipment leases), rental agreements,
sales contracts, management contracts, franchise and related agreements,
construction contracts, architects' contracts, technical services
agreements, licenses and permits, (ii) all receivables, customer
obligations, installment payment obligations and other obligations now
existing or hereafter arising or created out of the sale or lease of
property or rendering of services by the Borrower in its business of
ownership and operation of the Premises or acquired from others including,
without limiting the generality of the foregoing, from rental of rooms,
halls, stores, offices, exhibit or sales space of every kind, license,
lease and concession fees and rentals, health club membership fees, food
and beverage, whole and retail sales of merchandise, service charges, and
proceeds, if any, from business interruption or other loss of income
insurance, (iii) all of the Borrower's right, title and interest in all
royalties, license fees and other income or proceeds derived from
trademarks, trademark applications, the registration therefor, the good
will of the business symbolized by the same, now or hereafter filed, owned
or acquired.
The term "Tangible Personalty" as used herein shall mean any and all
fixtures, equipment, furnishings and other articles of personal property
now or hereafter owned by the Borrower and attached to or contained in and
used in connection with the Land and Improvements including, but not
limited to, all furniture, furnishings, apparatus, machinery, equipment,
motors, boilers, buildings, materials, appliances, fire prevention and
extinguishing apparatus, security and access control apparatus, trash
receptacles, bath tubs, water heaters, water closets, sinks, dishwashers,
disposals, washers, dryers, elevators, fittings, radiators, ranges,
refrigerators, awnings, storm windows, storm doors, shades, screens,
blinds, curtains and curtain rods, mirrors, cabinets, panelling, rugs,
pictures, antennas, trees, plants, carpeting, office equipment and other
furnishings and all plumbing, heating, lighting, cooking, laundry,
ventilating, refrigerating, incinerating, trash compacting, air-
conditioning and sprinkler equipment, telephone systems, televisions and
television systems, computer systems and fixtures and appurtenances thereto
and all renewals or replacements thereof or articles in substitution
thereof, whether or not the same are or shall be attached to the Land and
Improvements in any manner, and all proceeds and products of any of the
foregoing.
EXHIBIT A
Legal Description
Blocks 19, 21, 22, 23 of the Resubdivision of Williams Centre, Pima County,
Arizona, according to the plat of record in the office of the Pima County
Recorder in Book 39 of Maps at Page 28.
EXHIBIT B
Permitted Encumbrances
1. Taxes for the year 1998, not due or payable.
2. Reservations and exceptions in the Patent from the United States of
America, recorded in Book 52 of Deeds at Page 236, reading as follows:
Subject to any vested and accrued water rights for mining,
agricultural, manufacturing, or other purposes, and rights to ditches
and reservoirs used in connection with such water rights as may be
recognized and acknowledged by the local customs, laws, and decisions
of courts; and also subject to the right of the proprietor of a vein
or lode to extract and remove his ore therefrom, should the same be
found to penetrate or intersect the premises hereby granted, as
provided by law; and there is reserved from the lands hereby granted,
a right of way thereon for ditches or canals constructed by the
authority of the United States of America.
3. Easements and rights incident thereto as shown on the recorded plat of
said subdivision, as recorded in Book 39 of Maps at page 28, and as
modified by instrument recorded in Docket 9902 at page 1924.
4. Easement for the purpose stated herein, and rights incident thereto;
In favor of: Mountain States Telephone and Telegraph Company
Purpose: Communication and other facilities
Recorded in: Docket 4966 at Page 654
Affects: That portion shown on the sketch attached thereto
5. Covenants, conditions and restrictions,
Recorded in: Docket 7335 at Page 842; Assignment and Assumption of
Declarant's
Rights recorded in Docket 9882 at page 1580
6. Easement for the purpose stated herein, and rights incident thereto;
In favor of: Tucson Electric Power Company
Purpose: Electric Transmission or Distribution Line or System
Recorded in: Docket 10043 at Page 719
Affects: That portion shown on the sketch attached thereto
7. Agreement upon the terms and conditions contained therein;
For: Cable Television Service and Telephone License
Recorded in: Docket 10106 at Page 1003 and in Docket 10106 at Page
1013
8. Agreement upon the terms and conditions contained therein;
For: License and Easement
Recorded in: Docket 10106 at Page 1010
9. Easement for the purpose stated herein, and rights incident thereto;
In favor of: Tucson Electric Power Company
Purpose: Water Lines
Recorded in: Docket 10110 at Page 1202
Affects: That portion as described therein
10. Rights of tenants, as tenants only, under unrecorded leases or on
month to month tenancies.
11. Unrecorded Lease for a term 10 years, disclosed by instrument;
Entitled:
Lessor: Specified Properties VIII, L.P.
Lessee: Web Service Company Inc.
Dated: July 5, 1995
Recorded: September 25, 1995 in Docket 10135 at Page 580
Said lease is subordinate to the Deed of Trust