SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 16, 1996.
KOGER EQUITY, INC.
(Exact name of registrant as specified in its charter)
Florida 1-9997 59-2898045
(State of incorporation (Commission (IRS Employer
or organization) File Number) Identification No.)
3986 Boulevard Center Drive
Jacksonville, Florida 32207
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (904) 398-3403
N/A
(Former name or former address, if changed since last report)
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Item 5. Other Events.
Reference is made to copies of loan documents evidencing the
refinancing of $190 million of debt of Koger Equity, Inc. by The Northwestern
Mutual Life Insurance Company, $175.9 million of which was funded on December
16, 1996. These documents are filed as Exhibits 10(j)(1) through 10(j)(5) to
this report, which
exhibits are incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit Number Description of Exhibit
10(j)(1) Loan Application, dated July 29, 1996, by
Koger Equity, Inc. to The Northwestern
Mutual Life Insurance Company.
10(j)(2)(A) Koger Equity, Inc. Tranche A Promissory
Note, dated December 16, 1996, in the
principal amount of $100,500,000 payable to
The Northwestern Mutual Life Insurance
Company.
10(j)(2)(B) Koger Equity, Inc. Tranche B Promissory
Note, dated December 16, 1996, in the
principal amount of $89,500,000 payable to
The Northwestern Mutual Life Insurance
Company.
10(j)(3)(A) Master Lien Instrument from Koger Equity,
Inc. to The Northwestern Mutual Life
Insurance Company, dated December 16, 1996,
(1) with Mortgages and Security Agreements
for Duval, Leon,
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Orange and Pinellas Counties, Florida and
(2) with Deeds of Trust and Security
Agreements for Greenville County, South
Carolina, Shelby County, Tennessee and
Bexar, El Paso and Travis Counties, Texas.
10(j)(3)(B) Absolute Assignments of Leases and Rents
from Koger Equity, Inc. to The Northwestern
Mutual Life Insurance Company, dated
December 16, 1996, for Duval, Leon, Orange,
and Pinellas, Counties, Florida, Greenville
County, South Carolina, Shelby County,
Tennessee and Bexar, El Paso and Travis
Counties, Texas.
10(j)(4) Environmental Indemnity Agreement, dated
December 16, 1996, between Koger Equity,
Inc. and The Northwestern Mutual Life
Insurance Company and others.
10(j)(5) Certificate of Borrower contained in letter,
dated December 16, 1996, from Koger Equity,
Inc. to The Northwestern Mutual Life
Insurance Company.
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SIGNATURE
Pursuant to the Requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
KOGER EQUITY, INC.
Date:March 10, 1997 By: /s/W.LAWRENCE JENKINS
-------------------------
W. Lawrence Jenkins
Title: Vice President and
Corporate Secretary
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EXHIBIT INDEX
The following designated exhibits are filed herewith:
Exhibit
10(j)(1) Loan Application, dated July 29, 1996, by Koger Equity,
Inc. to The Northwestern Mutual Life Insurance Company.
10(j)(2)(A) Koger Equity, Inc. Tranche A Promissory Note, dated
December 16, 1996, in the principal amount of $100,500,000
payable to The Northwestern Mutual Life Insurance Company.
10(j)(2)(B) Koger Equity, Inc. Tranche B Promissory Note, dated
December 16, 1996, in the principal amount of $89,500,000
payable to The Northwestern Mutual Life Insurance Company.
10(j)(3)(A) Master Lien Instrument from Koger Equity, Inc. to The
Northwestern Mutual Life Insurance Company, dated December
16, 1996, (1) with Mortgages and Security Agreements for
Duval, Leon, Orange and Pinellas Counties, Florida and (2)
with Deeds of Trust and Security Agreements for Greenville
County, South Carolina, Shelby County, Tennessee and
Bexar, El Paso and Travis Counties, Texas.
10(j)(3)(B) Absolute Assignments of Leases and Rents from Koger
Equity, Inc. to The Northwestern Mutual Life Insurance
Company, dated December 16, 1996, for Duval, Leon, Orange,
and Pinellas, Counties, Florida, Greenville County, South
Carolina, Shelby County, Tennessee and Bexar, El Paso and
Travis Counties, Texas.
10(j)(4) Environmental Indemnity Agreement, dated December 16,
1996, between Koger Equity, Inc. and The Northwestern
Mutual Life Insurance Company and others.
10(j)(5) Certificate of Borrower contained in letter, dated
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December 16, 1996, from Koger Equity, Inc. to The
Northwestern Mutual Life Insurance Company.
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Exhibit (J) (1)
Loan Application for Koger Equity, Inc.
Application is hereby made to The Northwestern Mutual Life Insurance Company
("Lender") for a mortgage loan (the "Loan") to be made to Koger Equity, Inc.
("Borrower"), a Florida Corporation, to be secured by a satisfactory first lien
on the Property with terms and conditions as set forth in this application.
The security is to be ten (10) office parks consisting of land (the "Land") and
buildings listed in the attached Exhibit A, including landscaping, paved
walkways, driveways and parking adequate to comply with applicable law, but in
any event not less than the number of cars per 1000 square feet as shown for
each Park, as defined below, on Exhibit A (the "Improvements"). The Land and the
Improvements constitute the "Property." Each portion of the Property comprising
an office park is herein referred to individually as a "Park" and collectively
as the "Parks." The buildings are herein referred to individually as a
"Building" and collectively as the "Buildings."
TERMS
Aggregate Loan Amount: $190,000,000
Amortization: 25 Years
Interest Rate: Tranche A: 8.25%
Tranche B: 8.33%
Earnest Money Deposit: $5,700,000
Monthly Constant: Tranche A: 0.007885
Tranche B: 0.007938
Loan Structure: The aggregate Loan shall evidenced by two or more notes secured
by one master mortgage. Tranche A, in the amount of $100,500,000 shall have a
maturity of 10 years and Tranche B, in the amount of $89,500,000 shall have a
maturity of 12 years. Upon payment of Tranche A, the Parks identified as "Pool A
Parks" in Exhibit A, and any Parks substituted in place of any of the Pool A
Parks, shall be released from the lien of the master mortgage. Nothing contained
herein is intended to constitute an allocation of security for purposes of
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Lender's remedies and Borrower agrees that, until the release of security
pursuant to the terms hereof, all of the Property secures both Tranche A and
Tranche B.
CONDITIONS
1. Required Payments (30): Interest only on the amount advanced shall
be payable on the first day of the month following the date on which the Loan
proceeds are advanced. On the first day of the following month and on the first
day of each month thereafter until maturity, monthly interest and principal
payments shall be payable.
All payments on each Tranche shall be applied first in payment of interest,
calculated monthly on the unpaid principal balance of such Tranche, and the
remainder in payment of principal on such Tranche. In any event, the entire
unpaid principal balance of each Tranche plus accrued interest thereon shall be
due and payable no later than the applicable maturity date of such Tranche.
2. Prepayment in Full (104): Borrower shall have the right, upon thirty
(30) days written notice, beginning January 1, 2000, of paying either or both of
Tranche A and Tranche B in full with a prepayment fee (the "Prepayment Fee").
Upon payment in full of Tranche A, all of the Pool A Parks will be released from
the lien of the master mortgage and, upon payment in full of Tranche B, all of
the Pool B Parks will be released from the lien of the master mortgage. The
Prepayment Fee represents consideration to Lender for loss of yield and
reinvestment costs. Except as otherwise provided in this Condition 2, the
Prepayment Fee shall be the greater of (a) Yield Maintenance or one percent (1%)
of the outstanding principal balance of the Tranche or Tranches being so repaid;
provided, however, that, subject to the provisions relating to the Second
Partial Prepayment set forth below, during the three (3) month period prior to
maturity of either Tranche, the Prepayment Fee for that Tranche shall be Yield
Maintenance.
"Yield Maintenance" means the amount, if any, by which
(i) the present value of the Then Remaining Payments for the Tranche or
Tranches being repaid calculated by using a periodic discount rate
(corresponding to the payment frequency on such Tranche(s)) which, when
compounded for such number of payment periods in a year, equals the sum
of five-tenths of one percent (.5%) and the per annum effective yield
of the Most Recently Auctioned United States Treasury Obligation having
a maturity date or dates equal to the maturity date(s) of the Tranche
or Tranches being repaid (or, if there is no such equal maturity date,
then the linearly interpolated per annum effective yield of the two
Most Recently Auctioned United States Treasury Obligations having
maturity dates most nearly equivalent to the maturity date of the
Tranche or Tranches being repaid) as reported in the Wall Street
Journal five (5) business days preceding the prepayment date; exceeds
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(ii) the outstanding principal balance of the Tranche or Tranches being
repaid (exclusive of all accrued interest).
If such United States Treasury obligation yields shall not be reported as of
such time or the yields as of such time shall not be ascertainable, then the
periodic discount rate shall be equal to the sum five- tenths of one percent (
.5%) and the Treasury Constant Maturity Series yields reported, for the latest
day for which such yields shall have been so reported, as of five (5) business
days preceding the prepayment date, in Federal Reserve Statistical Release H.15
(519) (or any comparable successor publication) for actively traded United
States Treasury obligations having a constant maturity most nearly equivalent to
the maturity date of the Tranche or Tranches being repaid.
"Then Remaining Payments" means payments in respect of the Tranche or Tranches
being repaid in such amounts and at such times as would have been payable
subsequent to the date of such prepayment in accordance with the terms of the
Condition hereof entitled Required Payments.
"Most Recently Auctioned United States Treasury Obligations" means the U.S.
Treasury bonds, notes and bills with maturities of 30 years, 10 years, 5 years,
3 years, 2 years and 1 year which, as of the date the prepayment fee is
calculated, were most recently auctioned by the United States Treasury.
The Prepayment Fee shall also be payable in the event of prepayment after
default and acceleration of the Loan. If such prepayment occurs prior to January
1, 2000 and results from a default and acceleration of the Loan, the Prepayment
Fee shall be the greater of (a) Yield Maintenance, or (b) 6% of the outstanding
principal balance of the Loan.
Notwithstanding the above and provided the Loan is not in default, beginning
twenty-four (24) months but no later than twelve (12) months prior to the
maturity date of each Tranche, up to 25% of the outstanding principal balance of
such Tranche ("First Partial Prepayment") may be prepaid with a Prepayment Fee
of Modified Yield Maintenance, computed as described in the next sentence.
Modified Yield Maintenance will be computed the same as Yield Maintenance above,
except the maturity date of the Tranche used in the calculation will be adjusted
to one year prior to the actual maturity date of such Tranche. During the last
twelve (12) months prior to the maturity of a Tranche, up to fifty percent (50%)
of the outstanding principal balance of such Tranche (or, if a First Partial
Prepayment was made on such Tranche, the outstanding principal balance
immediately preceding such First Partial Prepayment less an amount equal to the
principal amortization of such Tranche since but not including the First Partial
Prepayment), less any amount prepaid in a First Partial Prepayment with respect
to such Tranche, may be prepaid in full without a Prepayment Fee ("Second
Partial Prepayment"). Borrower shall be permitted one First Partial Prepayment
and one Second Partial Prepayment for each Tranche. Following the Second Partial
Prepayment with respect to a Tranche, the Lender will release a portion of the
Security as described under the Condition hereof entitled Release of Security.
3. Release of Security: If Borrower has prepaid fifty percent (50%) of
the principal of a Tranche as permitted pursuant to the First Partial Prepayment
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and/or the Second Partial Prepayment and upon Borrower's written request, Lender
will release its lien on the Parks (Pool A Parks in the case on Tranche A and
Pool B Parks in the case of Tranche B) designated by Borrower provided:
(i) the Loan is not in default;
(ii) no other security in such Pool has been released;
(iii) the remaining security in both Pools has a debt service coverage of not
less than 1.4x for the aggregate Loan, and
(iv) the Valuation (for purposes of this Agreement, the term "Valuation"
means the fair market value determined in accordance with Exhibit B) of
the Parks being released, does not exceed 33-1/3% of the amount of the
Valuation of all Parks in the respective Pool.
4. Commitment Expiration Date (121): Time is of the essence of the
Commitment (as defined in the Condition hereof entitled Contract). If the
requirements set forth in the Commitment are not satisfied and the initial
$175,900,000 ( or such lesser number determined under the provisions of this
Condition and Condition 15 entitled Loan Closing and Advance of Loan Proceeds)
is not advanced by one hundred eighty (180) days after the issuance of the
Commitment (the "Commitment Expiration Date"), Lender will have no further
obligation and the Commitment shall terminate. The Borrower shall have the
option of extending the Commitment Expiration Date for up to ninety (90) days in
increments of thirty (30) days by paying a fee of .25% of the Loan amount on the
first day of each thirty day period.
Following the initial advance and provided the Loan is not in default, the
Commitment Expiration Date for the advance of the $8,300,000 for the Oak Ridge
Building (herein referred to as the "ORB Extended Commitment Date") to be
withheld under the Condition hereof entitled Loan Closing and Advance of Loan
Proceeds shall be extended to October 31, 1997.
Following the initial advance, and the advance for the Oak Ridge Building, the
Commitment Expiration Date for the advance of the $5,800,000 for the Knight
Building (herein referred to as the "KB Extended Commitment Date") to be
withheld under the Condition hereof entitled Loan Closing and Advance of Loan
Proceeds shall be extended to March 31, 2000.
Lender's obligation to advance Loan proceeds under the Condition hereof entitled
Loan Closing and Advance of Loan Proceeds shall terminate on the Commitment
Expiration Date, as so extended.
5. Earnest Money Deposit (130): The Earnest Money Deposit has been
submitted with this application. The Earnest Money Deposit shall be held by
Lender and refunded at the time of the initial advance of the Loan proceeds on
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or before the Commitment Expiration Date or distributed pursuant to Condition 6.
In addition, if Borrower shall timely perform its obligations under the
Commitment and shall timely satisfy all conditions of the Commitment, but Lender
shall fail to make the initial advance of Loan proceeds in accordance with the
terms of the Commitment, Lender shall refund to Borrower the entire amount of
the Earnest Money Deposit, within five (5) business days after Lender's receipt
of Borrower's written request therefor (but in no event sooner than five (5)
business days after the earlier of (i) the Commitment Expiration Date, or (ii)
failure of Lender to fund on the scheduled Loan Closing Date upon satisfaction
of all conditions to funding, other than for delays in such funding beyond the
reasonable control of Lender).
The Earnest Money Deposit may be in the form of (i) an irrevocable letter of
credit (in the form attached as Exhibit C) from First Union National Bank of
Florida or other commercial bank with a B rating or better according to Thomson
Bank Watch or, if no longer available, a similar publication satisfactory to
Lender; or (ii) other form of collateral satisfactory to Lender. Such letter of
credit or other form of collateral will be converted to cash to be retained by
Lender at such time as the Lender is entitled to retain the Earnest Money
Deposit in accordance with the terms hereof.
Borrower agrees that Lender shall have ninety (90) days after Lender's receipt
of the executed application to accept this application; provided, however,
Lender shall have the option of extending such date by written notice to
Borrower if Borrower fails to submit to Lender in a timely fashion all
information reasonably requested by Lender in order to complete its underwriting
process. If Borrower withdraws this application prior to such date, the entire
Earnest Money Deposit shall be deemed earned in full and shall be retained by
Lender. Notwithstanding anything herein to the contrary, if Lender shall not
accept this application or issue a separate letter of commitment which is
acceptable to Borrower, the Earnest Money Deposit, without interest, shall be
returned to Borrower.
6. Refund of Earnest Money Deposit (135): Notwithstanding anything
herein to the contrary, and subject to the following provisions in this
Condition 6, if all of the Parks are disapproved by Lender pursuant to the
Conditions hereof entitled: Environmental Engineer's Report, Consultant Services
and Title Insurance, or any requirement of this application has not been
satisfied, Lender may elect to terminate the Commitment and Borrower shall be
entitled to a refund of the Earnest Money Deposit less a $1,900,000 fee for
Lender's efforts in processing the Loan. A Park shall be deemed disapproved by
Lender based on the following criteria:
(A) (i) if the condition of the Park is not satisfactory to Lender based
upon the Environmental Report (as defined in the Condition hereof
entitled Environmental Engineer's Report) such that Lender's
disapproval is final;
(ii) if Lender approves the Environmental Report subject to exceptions
which can be cured, the cost to cure such exceptions is greater than
$200,000 as determined by the Environmental Engineer (as hereinafter
defined) and Borrower chooses not to cure;
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(B) (i) if the condition of the Park is not satisfactory to Lender based
upon the Consultant's Report (as defined in the Condition hereof
entitled Consultant Services - including Condition 16 entitled Drawings
and Specifications/Change Orders) such that Lender's disapproval is
final and Borrower has provided evidence to Lender that Lender's
Consultants (as hereinafter defined) have been paid;
(ii) if Lender approves the Consultant's Report subject to exceptions
which can be cured, the cost to cure such exceptions is greater than
$200,000 as determined by Lender's Consultants and Borrower chooses not
to cure but has provided Lender with evidence that Lender's Consultants
have been paid;
(C) (i) if the title to the Park is not satisfactory to Lender based upon
the reports required in Conditions 27, 28 & 29 hereof ("Title Matters")
such that Lender's disapproval is final (for reasons other than
mortgage liens, judgment liens, mechanics liens or non-payment of real
estate taxes, special assessments or other charges);
(ii) if Lender approves the Title Matters subject to exceptions which
can be cured, the cost to cure such exceptions is greater than $200,000
(other than mortgage liens, judgment liens, mechanics liens or
non-payment of real estate taxes, special assessments or other charges)
per Park, as determined by the National Office of Lawyers Title
Insurance Company, and Borrower chooses not to cure;
(D) If the cost to cure all exceptions described in A(ii), B(ii) and C(ii)
of this Condition 6 for any one Park exceeds $300,000 (other than, in
the case of C(ii), mortgage liens, judgment liens, mechanics liens or
non-payment of real estate taxes, special assessments or other
charges), Borrower chooses not to cure and Borrower has provided
evidence to Lender that Lender's Consultants (as hereinafter defined)
have been paid
(E) with respect to the Memphis Park:
(i) if Lender approves the seismic risk evaluation required in the
Consultant's Report (as hereinafter defined) subject to obtaining
earthquake insurance due to a Probable Maximum Loss ("PML") greater
than 10% as determined by Lender's Consultants, Borrower chooses not to
obtain the earthquake coverage and Borrower has provided evidence to
Lender that Lender's Consultants (as hereinafter defined) have been
paid;
(ii) if Lender approves the seismic risk evaluation subject to the
completion of retrofit work due to a PML greater than 10%, the cost to
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complete said retrofit work is greater than $200,000 as determined by
Lender's Consultants, Borrower chooses not to complete the retrofit
work and Borrower has provided evidence to Lender that Lender's
Consultants have been paid;
(iii) if the condition of the Property is not satisfactory to Lender
due to a PML greater than 30% as determined by Lender Consultants such
that Lender's disapproval is final and Borrower has provided evidence
to Lender that Lender's Consultants have been paid;
Unless a Park is deemed disapproved by Lender as provided above:
(x) if the estimated cost of such cure is $500,000 or less in the
aggregate for all Parks, and Borrower agrees to cure such exceptions, there will
be no holdback from the initial advance of Loan proceeds, provided that Borrower
agrees to cure such exceptions within 60 days of the Loan Closing Date (if
subsequent to the Loan Closing, such exceptions are not cured within 60 days, no
default shall occur if Borrower has undertaken and is diligently pursuing such
cure).
(y) if the estimated cost of such cure is in excess of $500,000 in the
aggregate for all Parks, are such that they cannot be completed by the Loan
Closing Date but could be cured within 60 days of the Loan Closing Date, and
Borrower agrees to cure such exceptions, Lender and Borrower shall close the
Loan, but 125% of the estimated cost of such cure shall be withheld from the
Loan proceeds until such cure is completed. So long as Borrower has undertaken
and is diligently pursuing the cure of such exceptions, Lender agrees that the
Commitment Expiration Date for the advance of such holdback (the "Condition 6
Extended Commitment Expiration Date") shall be extended for not more than 60
days (if subsequent to the Loan Closing, such exceptions are not cured within 60
days, no default shall occur if Borrower has undertaken and is diligently
pursuing such cure).
7. Financial Statements (140): Annual audited financial statements on
the Borrower in form and substance currently required to be filed on Form 10-K
for annual reports pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 for which no other form is prescribed (the "Company Statements"),
and in addition, the following annual financial statements (the Property
Statements") in the form attached hereto as Exhibit D for (a) each Building, (b)
each Park, and (c) all Parks in the aggregate:
(i) a statement of operations with a detailed line item breakdown of all
operating expenses, capitalized costs associated with tenant,
improvements, lease commissions and capital improvements; and
(ii) a current rent roll in the form of Exhibit E,
(iii) if requested by Lender, a report detailing cost reimbursements to
tenants, options and other major variations from standard form leases,
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shall be furnished to Lender within ninety (90) days after the close of each
fiscal year ("Financial Statements Due Date"). The Financial Statements Due Date
can be extended up to sixty (60) days if the Borrower gets an extension from the
Securities and Exchange Commission for the filing of its annual report of Form
10K. The Company Statements shall be prepared in accordance with generally
accepted accounting principles and shall be audited by an independent certified
public accountant acceptable to Lender (Lender hereby approves the firms
commonly known as the "Big Six"), and the expense thereof shall be borne by
Borrower. The Property Statements will be certified by a "Borrower's
Certification" (as defined below). Lender shall have the right to conduct an
independent audit at its own expense at any time. Lender requires the Company
Statements and Property Statements in order to accurately record the value of
the Property for financial and regulatory reporting.
In addition, Borrower shall furnish to Lender 10K and 10Q reports at the time
they are submitted to the Securities and Exchange Commission. At the time the
10K and 10Q are submitted to Lender, Borrower shall also forward its computation
of the calculations required under the Condition entitled Financial Covenants,
and a Borrower's Certification verifying compliance with such covenants. A
"Borrower's Certification" shall certify as to the accuracy and completeness of
the applicable information and be signed by one of the following officers of
Borrower: Chief Executive Officer, Chief Financial Officer or Chief Accounting
officer.
If the Company Statements and Property Statements are not furnished as required
within thirty (30) days after Lender shall have given written notice to Borrower
that they have not been received as required,
(i) interest on the unpaid principal balance of the Loan shall, as of the
Financial Statements Due Date, accrue and be payable at the rate equal
to the sum of the Interest Rate plus one percent (1%) per annum (the
"Increased Rate"), and
(ii) Lender may elect to obtain an independent appraisal and audit of the
Property at Borrower's expense and Borrower will, upon request,
promptly make Borrower's books and records regarding the Property
available to Lender and the person(s) performing the appraisal and
audit (which obligation Borrower agrees can be specifically enforced by
Lender).
The amount of the payments due during the time in which the Increased Rate is in
effect shall be increased with no change in the Amortization. Commencing on the
date on which such Company Statements and Property Statements are received by
Lender, interest on the unpaid principal balance shall again accrue at the
Interest Rate and the payments shall be reduced accordingly.
8. Limitation of Liability (210): Except as provided below, Borrower
shall not have or incur any personal liability for the repayment of the Loan and
Lender shall look solely to the Property for repayment of the Loan. However,
Borrower shall be personally liable, and Lender may seek judgment against
Borrower, for
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(i) rents received and other income accrued from the Property after any
default remaining uncured prior to the foreclosure sale of the Property
pursuant to the lien instrument securing the Loan or the conveyance of
the Property to Lender in lieu of foreclosure which rents and other
income have not been applied to the payment of principal and interest
on the Loan or to reasonable operating expenses of the Property,
(ii) amounts necessary to repair damage to Property caused by the gross
negligence or willful misconduct of Borrower or those acting on behalf
of Borrower,
(iii) insurance loss proceeds and condemnation proceeds released to Borrower
but not applied in accordance with any agreement between Borrower and
Lender as to their application,
(iv) damages suffered by Lender as a result of fraud or misrepresentation in
connection with the Loan by Borrower or any other person or entity
acting on behalf of Borrower, and
(v) amounts necessary to pay real estate taxes, special assessments and
insurance premiums either paid by Lender and not reimbursed prior to,
or remaining due or delinquent on, (A) the later of (1) the date on
which title vests in the purchaser at the foreclosure sale of the
Property pursuant to the lien instrument securing the Loan or (2) the
date on which Borrower's statutory right of redemption shall expire or
be waived or (B) the date of the conveyance of the Property to Lender
in lieu of foreclosure,
(vi) all outstanding amounts due under the Loan, including principal,
interest and other charges if
(a) there shall be a violation of the Condition hereof entitled Due on
Sale,
(b) Borrower shall file a voluntary petition for relief under the federal
bankruptcy code,
(c) an involuntary petition filed against Borrower under the federal
bankruptcy code shall remain undismissed for a period of sixty (60)
days,
(d) Borrower shall become the subject of any liquidation, receivership or
other similar proceedings.
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9. Financial Covenants: The Borrower shall maintain the following
financial benchmarks to be tested quarterly:
Interest Charges Coverage Ratio. Borrower will not, at any time, permit the
Interest Charges Coverage Ratio to be less than 1.5 to 1.
Maintenance of Consolidated Debt. Borrower will not at any time permit
Consolidated Debt to exceed sixty percent (60%) of Consolidated Total
Capitalization determined as of the most recently ended fiscal quarter of
Borrower.
Consolidated Net Worth. Borrower will not, at any time, permit Consolidated
Net Worth to be less than two hundred fifty million dollars ($250,000,000).
DEFINITIONS:
"Building Capital Expenditures" will be computed by multiplying $1.75 (the
"Dollar Multiplier") times the total net rentable square feet in the
buildings owned by Borrower at the end of the quarterly period being tested,
using a similar measurement as used for computing the net rentable square
feet reported in the December 31, 1995 annual financial statements of
Borrower. On the first day of January, 1998 and annually thereafter, the
Dollar Multiplier used in such calculation shall be increased by 3% over the
amount of the Dollar Multiplier in effect for the immediately preceding
calendar year.
"Capital Lease" means a lease with respect to which the lessee is required
concurrently to recognize the acquisition of an asset and the incurrence of
a liability in accordance with GAAP.
"Capital Lease Obligation" means, with respect to any Person and a Capital
Lease, the amount of the obligation of such Person as the lessee under such
Capital Lease which would, in accordance with GAAP, appear as a liability on
a balance sheet of such Person.
"Consolidated Cash Flow" means, in respect of any rolling twelve month
period, the sum of (a) Consolidated Income Available for Interest Charges
for such period and (b) the amount of all depreciation and amortization
allowances and other non-cash expenses of Borrower and its Subsidiaries but
only to the extent deducted in the determination of Consolidated Net Income
for such period, less Building Capital Expenditures.
"Consolidated Debt" means, as of any date of determination, the total of all
Debt of Borrower and its Subsidiaries outstanding on such date, after
eliminating all offsetting debits and credits between Borrower and its
Subsidiaries and all other items required to be eliminated in the course of
the preparation of consolidated financial statements of Borrower and its
Subsidiaries in accordance with GAAP.
<PAGE>
"Consolidated Income Available for Interest Charges" means, with respect to
any rolling twelve month period, Consolidated Net Income for such period
plus all amounts deducted in the computation thereof on account of Interest
Charges.
"Consolidated Net Income" means, with reference to any rolling twelve month
period, the net income (or loss) excluding any non-recurring items of
Borrower and its Subsidiaries for such period (taken as a cumulative whole),
as determined in accordance with GAAP, after eliminating all offsetting
debits and credits between Borrower and its Subsidiaries and all other items
required to be eliminated in the course of the preparation of consolidated
financial statements of Borrower and its Subsidiaries in accordance with
GAAP.
"Consolidated Net Worth" means, at any time,
(a) the total assets of Borrower and its Subsidiaries
which would be shown as assets on a consolidated balance sheet of
Borrower and its Subsidiaries as of such time prepared in
accordance with GAAP, after eliminating all amounts properly
attributable to minority interests, if any, in the stock and
surplus of Subsidiaries, minus
(b) the total liabilities of Borrower and its Subsidiaries
which would be shown as liabilities on a consolidated balance sheet
of Borrower and its Subsidiaries as of such time prepared in
accordance with GAAP, and
(c) the net book amount of all assets of Borrower and its
Subsidiaries (after deducting any reserves applicable thereto)
which would be shown as intangible assets on a consolidated balance
sheet of Borrower and its Subsidiaries as of such time prepared in
accordance with GAAP.
"Consolidated Total Capitalization" means, at any time, the sum of
Consolidated Net Worth and Consolidated Debt.
"Debt" means, with respect to any Person, without duplication,
(a) its liabilities for borrowed money;
(b) its liabilities for the deferred purchase price of
property acquired by such Person (excluding accounts payable
arising in the ordinary course of business but including, without
limitation, all liabilities created or arising under any
conditional sale or other title retention agreement with respect
to any such property);
<PAGE>
(c) its Capital Lease Obligations;
(d) all liabilities for borrowed money secured by any Lien
with respect to any property owned by such Person (whether or not
it has assumed or otherwise become liable for such liabilities);
and
(e) any Guaranty of such Person with respect to
liabilities of a type described in any of clauses (a) through (d)
hereof.
Debt of any Person shall include all obligations of such
Person of the character described in clauses (a) through (e) to the
extent such Person remains legally liable in respect thereof
notwithstanding that any such obligation is deemed to be
extinguished under GAAP.
"GAAP" means generally accepted accounting principles as in effect from time
to time in the United States of America.
"Guaranty" means, with respect to any Person, any obligation (except the
endorsement in the ordinary course of business of negotiable instruments for
deposit or collection) of such Person guaranteeing or in effect guaranteeing
(whether by reason of being a general partner of a partnership or otherwise)
any indebtedness, dividend or other obligation of any other Person in any
manner, whether directly or indirectly, including (without limitation)
obligations incurred through an agreement, contingent or otherwise, by such
Person:
(a) to purchase such indebtedness or obligation or any property constituting
security therefor
(b) to advance or supply funds (i) for the purchase or
payment of such indebtedness or obligation, or (ii) to maintain any
working capital or other balance sheet condition or any income
statement condition of any other Person or otherwise to advance or
make available funds for the purchase or payment of such
indebtedness or obligation;
(c) to lease properties or to purchase properties or
services primarily for the purpose of assuring the owner of such
indebtedness or obligation of the ability of any other Person to
make payment of the indebtedness or obligation; or
(d) otherwise to assure the owner of such indebtedness or
obligation against loss in respect thereof.
<PAGE>
In any computation of the indebtedness or other liabilities of the obligor
under any Guaranty, the indebtedness or other obligations that are the
subject of such Guaranty shall be assumed to be direct obligations of such
obligor.
"Interest Charges" means, with respect to any rolling twelve month period,
the sum (without duplication) of the following (in each case, eliminating
all offsetting debits and credits between Borrower and its Subsidiaries and
all other items required to be eliminated in the course of the preparation
of consolidated financial statements of Borrower and its Subsidiaries in
accordance with GAAP): (a) all interest in respect of Debt of Borrower and
its Subsidiaries (including imputed interest on Capital Lease Obligations)
deducted in determining Consolidated Net Income for such period, together
with all interest capitalized or deferred during such period and not
deducted in determining Consolidated Net Income for such period, and (b) all
debt discount and expense amortized or required to be amortized in the
determination of Consolidated Net Income for such period
"Interest Charges Coverage Ratio" means, at any time, the ratio of (a)
Consolidated Cash Flow for any rolling twelve month period ending on, or
most recently ended prior to, such time to (b) Interest Charges for such
rolling twelve month period.
"Person" means an individual, partnership, corporation, limited liability
Borrower, association, trust, unincorporated organization, or a government
or agency or political subdivision thereof.
"Subsidiary" means, as to any Person, any corporation, association or other
business entity in which such Person or one or more of its Subsidiaries or
such Person and one or more of its Subsidiaries owns sufficient equity or
voting interests to enable it or them (as a group) ordinarily, in the
absence of contingencies, to elect a majority of the directors (or Persons
performing similar functions) of such entity, and any partnership or joint
venture if more than a 50% interest in the profits or capital thereof is
owned by such Person or one or more of its Subsidiaries or such Person and
one or more of its Subsidiaries (unless such partnership can and does
ordinarily take major business actions without the prior approval of such
Person or one or more of its Subsidiaries). Unless the context otherwise
clearly requires, any reference to a "Subsidiary" is a reference to a
Subsidiary of Borrower or to Koger Realty Services, Inc.
A violation of any of the above benchmarks will cause the Loan to be in default.
10. Environmental Indemnity Agreement (230): Prior to the initial
advance of Loan proceeds, Borrower shall execute Lender's Environmental
Indemnity Agreement in the form attached as Exhibit F.
11. Due on Sale (255): The present ownership and management of the
Property is a material consideration to Lender in making the Loan, and Borrower
shall not convey, or enter into any contract to convey title to all or any part
of the Property. Any violation of this provision shall constitute a default
under terms of the Loan.
<PAGE>
Notwithstanding the foregoing, a default will not occur if the Borrower merges
with, or is consolidated with another entity if the successor to Borrower shall
have entered into and agreed to be bound by all of Borrower's obligations under
the Loan and the Environmental Indemnity Agreement.
Notwithstanding the above, provided the Loan is not in default and upon prior
written request from the Borrower, Lender shall not withhold its consent to a
substitution of security provided:
(i) the security to be released and the security to be
substituted are whole Parks;
(ii) the substituted Park is of equal or higher Valuation
than the Park being released;
(iii) the substituted Park is at least 90% leased with net
rents equal to or greater than the net rents of the Park
being withdrawn;
(iv) the Borrower has the same ownership interest in the
substituted Park;
(v) the substituted Park satisfies all conditions of the
Commitment which would have been satisfied if the Park was
part of the original security;
(vi) the substitutions will be limited to not more than
one Park per calendar year, and not more than three Parks
over the term of the Loan;
(vii) the request for the substitution is made prior to
the last two years of the term of Tranche A in the case of
a Pool A Park and Tranche B in the case of a Pool B Park.
If Borrower shall make a substitution pursuant to this Condition,
(i) if the Park being withdrawn is located in El Paso,
Orlando, or San Antonio, Borrower shall pay Lender a fee
equal to .50% of the Valuation of the Park being released;
(ii) for any other Park being withdrawn, Borrower shall
pay Lender a fee equal to .75% of the Valuation of the
Park being released; and
(ii) no modification of the interest rate or repayment
terms of the Loan will be required.
<PAGE>
12. Vacant Land. Borrower owns vacant land which is contiguous to the Parks
located in Austin (approximately 1.8 acres), Greenville (approximately 4.5
acres), Jacksonville (approximately 13.3 acres), Memphis (approximately 16.2
acres), San Antonio (approximately 7.2 acres) and St. Petersburg (approximately
11 acres) (herein referred to collectively as the "Vacant Land"). Borrower
hereby agrees that Lender shall have a right of first offer with respect to the
following (hereinafter referred to as a "Sale/Loan") (i) purchase of any Vacant
Land prior to Borrower selling such Vacant Land, and (ii) mortgage loan
financing prior to Borrower obtaining construction or permanent financing of
improvements erected or to be erected on any Vacant Land. Borrower shall give
Lender written notice of its intent to commence a Sale/Loan and Lender shall
have 30 days (the "Offer Period") to make an offer to purchase or finance such
Vacant Land. In the event that (a) Lender does not respond or otherwise declines
to exercise this right of first offer within the Offer Period, or (b) Borrower
declines Lender's proposal for such sale or financing, as the case may be,
Borrower shall be free for a period of twelve (12) months from the expiration of
the Offer Period to enter into any contract or contracts for the sale or
financing of such parcel of Vacant Land as it shall determine in its sole
discretion.
13. Prohibition Against Other Mortgage Liens and Rent Assignments (270): If
Borrower creates or permits the existence of any mortgage lien on the Property
(other than the lien securing the Loan) or assigns any of its interest in its
revocable license to collect, use and enjoy rents and profits from the Property,
the Loan may be declared due and payable.
14. Tenant Leases (320): Immediately after the date of execution hereof by
Borrower, Borrower shall make available for Lender's review and approval copies
of the Borrower's standard form lease and all leases. Borrower shall use
reasonable efforts to furnish Estoppel Certificates, in the form of Exhibit G,
from tenants designated by Lender, and from the tenant that occupies the
greatest amount of square footage in each Building in each of the Parks, except
in buildings in which the tenant that occupies the greatest amount of square
footage occupies less than 1,000 square feet. This Condition shall be satisfied
prior to any advance. As a condition to making the Loan, Borrower shall grant to
Lender an absolute assignment of Borrower's right, title and interest in all
leases, including Borrower's right to collect, use and enjoy the rents and
profits therefrom. Lender in return shall grant to Borrower a revocable license
to collect, use and enjoy said rents and profits.
15. Loan Closing and Advance of Loan Proceeds (400): Provided all
conditions of the Commitment required to be fulfilled prior to the advance of
Loan proceeds have been complied with, the Loan will be closed and $190,000,000
will be advanced (less any holdbacks or reductions pursuant to this Condition or
Condition 6). If any Park is disapproved by Lender pursuant to the terms hereof,
the amount of the initial advance of Loan proceeds will be reduced by the
respective amount designated as "Loan Reduction Amount" on Exhibit A. Loan
proceeds totaling $14,100,000 will be held back for the following two Buildings
(which, for purposes of this Condition, include associated Land and
Improvements) with financing in place that will not be repaid at the Loan
Closing:
Building (City) Square Feet Holdback Amount Maturity
Oak Ridge (Memphis) 99,000 $8,300,000 August, 1997
<PAGE>
Knight (Tallahassee) 81,000 $5,800,000 January, 2000
The master mortgage will provide that Borrower will pay the above loans in full
not later than their respective maturities and, within ten (10) days thereafter,
draw the respective Holdback Amounts of Loan proceeds from Lender, and grant
Lender a first lien on the respective security. The additional advances will be
documented by an amendment to the master mortgage and, at the option of Lender,
a new note or amendment(s) to the then existing note for the appropriate
Tranche.
A standby fee of .1% will be paid monthly beginning January 1, 1997 on the
holdback amount for the Oak Ridge Building. The Loan advance with respect to the
Oak Ridge Building shall bear interest at the same rate as the initial advance
of Loan proceeds for Tranche A.
The interest rate for the Knight Holdback Amount of Loan proceeds will be
determined as of 5 days prior (or, if not a business day, the first day
thereafter) prior to the anticipated time of Lender's funding to reflect an
interest rate equal to the ask/yield of a U.S. Treasury Obligation with a
comparable maturity date, as reported in the Wall Street Journal, plus a spread
using the following guidelines:
(i) The spread will equal 135 basis points if the ask/
yield of the U.S. Treasury Obligation with a comparable
maturity is greater than the Interest Rate less 135 basis
points;
(ii) The spread of 135 basis points will increase by one
basis point for every basis point that the ask/ yield of
the U.S. Treasury Obligation with a comparable maturity is
less than the Interest Rate less 135 basis points, but in
no event shall the spread be greater than 160 basis
points.
16. Drawings and Specifications/Change Orders (500): If requested, and if
existing and available to Lender, Borrower shall timely submit the following for
review by Lender's Consultants and approval by Lender:
(A) Two complete sets of drawings to include site, landscape,
structural, architectural, mechanical, electrical and others as
the Improvements may require.
(B) Two complete sets of specifications covering all elements of
construction.
(C) Two copies of a report describing the soil conditions at the
building site and providing recommendations for foundation design
and construction. The report shall be prepared by a soil or
geotechnical engineer satisfactory to Lender and shall include an
analysis of the potential seismic performance of the site.
<PAGE>
(D) Two copies of all change orders that have been issued during
the initial construction of the Improvements. In addition, a
description of any material changes made to the Improvements
subsequent to completion of initial construction shall be provided
by Borrower.
17. Regional Office Inspection (514): Prior to the initial advance of Loan
proceeds, inspection and approval of the Property is required by a member of
Lender's Regional Office staff to verify that there has been no material adverse
change in the Property.
18. Photographs (515): Prior to the initial advance of Loan proceeds,
Borrower shall furnish Lender three copies of an 8 x 10-inch color commercial
aerial photograph of each Park.
19. Consultant Services (520): Lender shall hire third-party consultants
("Lender's Consultants") to prepare a report ("Consultant's Report") for Lender
on various aspects of the design, construction, including for the Memphis Park,
a seismic risk evaluation, and operation of the Improvements in accordance with
a Construction Consulting Agreement to be entered into between Lender and said
consultants. Borrower agrees to pay the costs of the services provided by
Lender's Consultants.
20. Environmental Engineer's Report (531): As soon as available after
issuance of the Commitment, but in no event later than thirty (30) days prior to
the Loan Closing Date, Borrower shall submit to Lender a satisfactory original
and two copies of a report ("Environmental Report") addressed to Lender. The
report shall be prepared by Law Engineering or other environmental engineer
satisfactory to Lender. The Environmental Report shall clearly cover, to
Lender's satisfaction, the matters which are contained in the Environmental
Report Letter of Understanding attached hereto. Borrower authorizes Lender and
its designated representatives to communicate directly with the Environmental
Engineer on any aspect of the Environmental Report.
If the environmental condition of the Property is not satisfactory to Lender,
Lender may, in its sole discretion, terminate the Commitment unless, prior to
the initial advance of Loan proceeds, Borrower completely remediates any
unsatisfactory environmental condition, provided, however, if the condition of
the Plaza Building (and associated Land) located in the San Antonio Park is not
satisfactory, such property shall be eliminated from the Property without
reduction of the Loan.
The Environmental Engineer shall provide Lender with evidence that the
Environmental Engineer is covered by professional liability insurance (including
errors and omissions coverage) in amounts not less than $1,000,000. Said
evidence shall include a certificate of insurance specific to the Property
listing Lender as a certificate holder.
21. Insurance (600): As soon as available after the constitution of the
Commitment, but in no event later than thirty (30) days prior to the Loan
<PAGE>
Closing Date, Borrower shall provide Lender with evidence of, and shall
maintain, the following types of insurance in amounts and form and with
companies, all satisfactory to Lender:
(A) All risk property insurance, including Demolition and
Increased Cost of Construction (DICC) coverage (with a sublimit of
$1,000,000) per occurrence), with an Agreed Amount Endorsement for the
estimated replacement cost of the Improvements with a deductible of not
greater than $25,000;
(B) Loss of rents insurance equal to twelve months rent or
business interruption insurance for 100% of the annual gross earnings
excluding non-recurring expenses from business derived from the
Property;
(C) Flood insurance, in an amount not less than 25% of the
replacement cost of any Property located in a flood plain (as that term
is used in the National Flood Insurance Program);
(D) Borrower's own commercial general liability insurance policy
with Lender named as an additional insured for its interest in the
Property; and
(E) Other insurance as reasonably required by Lender after the
Loan Closing.
In respect to the park located in Memphis, if the park is located in Uniform
Building Code Zones 3 or 4 and the result of the seismic risk evaluation
prepared in accordance with the Condition hereof entitled Consultant Services
indicates a probable maximum loss of greater than 10%, earthquake insurance
shall be required in an amount not less than 50% of replacement cost with a
deductible of not more than 5% of replacement cost.
All property insurance policies required above shall include a standard
mortgagee endorsement in favor of Lender and all evidence of insurance (policy
or certificate, as the case may be) shall contain a clause providing at least
thirty (30) days notice of cancellation to Lender. In addition, all certificates
of insurance shall list Lender as the certificate holder.
22. Application of Insurance Loss Proceeds (601): Insurance loss
proceeds from all property insurance policies placed by the Borrower shall, at
Lender's option, be applied on the Loan, whether or not due, or to the
restoration of the Property. If Lender elects to apply the insurance loss
proceeds to the prepayment of the Loan, no prepayment fee shall be due on such
prepayment.
Notwithstanding the foregoing, Lender agrees that, if the insurance loss
proceeds are less than $500,000 (increased by 3% per year from the Loan Closing
<PAGE>
Date) for any one casualty, such proceeds will be released to Borrower for
reasonable restoration of the Property (which, for purposes of this Condition
includes rebuilding or replacement such that the Valuation of applicable
Property is not diminished) and the other provisions of this Condition shall not
be applicable, provided, however, insurance proceeds under this paragraph shall
not be released to Borrower if Lender has previously released insurance proceeds
to Borrower and the applicable property has not been so restored.
Notwithstanding the foregoing, Lender agrees that, if the Loan is not in default
and if the insurance loss proceeds are less than the unpaid principal balance of
the Loan and if the casualty occurs prior to the last three years of the Loan
term, the insurance loss proceeds (less expenses of collection) shall be applied
to restoration of the Property to its condition prior to the casualty, subject
to satisfaction of the following conditions:
(A) There shall be no existing Event of Default at the time of the
casualty, and if there shall occur any Event of Default after the date
of the casualty, Lender shall have no further obligation to release
insurance loss proceeds hereunder.
(B) The casualty insurer shall not have denied liability for
payment of insurance loss proceeds as a result of any act, neglect, use
or occupancy of the Property by Borrower or any tenant of the Property.
(C) Lender shall be satisfied that all insurance loss proceeds,
together with supplemental funds to be made available by Borrower,
shall be sufficient to complete restoration of the Property. Any
remaining insurance loss proceeds may, at the option of Lender, be
applied on the Loan, whether or not due, or be released to Borrower.
(D) If required by Lender, Lender shall be furnished a
satisfactory report addressed to Lender from an environmental engineer
or other qualified professional satisfactory to Lender to the effect
that no adverse environmental impact to the Property resulted from the
casualty.
(E) Lender shall release casualty insurance proceeds as
restoration of the Property progresses if Lender is furnished
satisfactory evidence of the costs of restoration and if, at the time
of such release, there shall exist no default under the Loan with
respect to which Lender shall have given Borrower notice pursuant to
the Condition hereof entitled Notice Of Default. If the estimated cost
of restoration exceeds $500,000 (increased by 3% per year from the Loan
Closing Date), (i) the drawings and specifications for the restoration
shall be approved by Lender in writing prior to commencement of the
restoration and (ii) Lender shall receive an administration fee equal
to 1% of the cost of restoration.
<PAGE>
(F) Prior to each release of funds, Borrower shall obtain for the
benefit of Lender an endorsement to Lender's title insurance policy
insuring against any liens arising from the restoration.
(G) Borrower shall pay all costs and expenses incurred by Lender,
including, but not limited to, outside legal fees, title insurance
costs, third-party disbursement fees, third-party engineering reports
and inspections deemed necessary by Lender.
(H) All reciprocal easement and operating agreements, if any,
benefiting the Property shall remain in full force and effect between
the parties thereto on and after restoration of the Property.
(I) Lender shall be satisfied that the operating income from the
buildings not destroyed plus loss of rents insurance proceeds will be
sufficient to cover the annual debt service under all loans secured by
the Property at least 1.3 times.
(J) All leases of more than 10,000 rentable square feet in effect
at the time of the casualty with tenants who have entered into Lender's
form of Non-Disturbance and Attornment Agreement or similar agreement
shall remain in full force and each tenant thereunder shall be
obligated, or shall elect, to continue the lease term at full rental
(subject only to abatement, if any, during any period in which the
Property or portion thereof shall not be used and occupied by such
tenant as a result of the casualty).
As used herein, "Event of Default" means a default remaining uncured after
notice to Borrower and the expiration of the applicable cure period set
forth in the Condition hereof entitled Notice of Default.
23. Deposits (603): To assure the timely payment of real estate taxes and
special assessments, in the event of any default not cured within the applicable
cure period, Lender shall thenceforth have the option to require that Borrower
remit monthly payments, in amounts satisfactory to Lender. Such amounts shall be
held by Lender. In such case, Lender shall, so long as no delinquency would
occur, cooperate with Borrower to attain payment discounts available to Borrower
and permit Borrower to contest the amount of such taxes.
24. Prior Notice of Advances (1020): Lender shall not be required to
advance Loan proceeds under the Commitment unless it has received notice in
writing from Borrower at least five (5) business days prior to the date of the
advance.
25. Fixtures (1030): All affixed items owned by Borrower such as engines,
boilers, elevators and machinery and all heating apparatus, electrical
<PAGE>
equipment, air-conditioning equipment, water and gas fixtures and all fixtures
of every description placed or used on the Property or appurtenant thereto shall
be included in the lien instrument.
26. Special Assessments (1040): Prior to any advance of Loan proceeds,
Borrower shall disclose to Lender, and Lender shall review and approve, all
special assessments affecting the Property, whether or not then due and payable.
Unless otherwise provided herein, prior to every advance, all installments of
special assessments, whether or not then due and payable, and all installments
of general real estate taxes due shall be paid in full unless disputed, in which
case an escrow satisfactory to Lender shall be established.
27. Title (1045): Title to the Property shall be satisfactory to Lender's
legal counsel. Title and beneficial interest to the Property shall be vested in
Borrower and shall be unchanged by act of Borrower, by death, or by operation of
law until the Loan is fully funded unless otherwise provided by a separate
Condition in the Commitment.
28. Title Insurance (1050): A title commitment containing a correct legal
description and legible copies of all instruments listed therein as exceptions
must be furnished to Lender by Borrower, at Borrower's expense, from Lawyers
Title Insurance Company. If the title is satisfactory, the closing documents
will be prepared. After the lien instrument shall have been placed of record, a
title policy, in a form satisfactory to Lender, for the full amount of the Loan
must be issued to Lender insuring the interest of Lender to be a first and valid
lien on the Property. The title policy shall also contain such endorsements as
Lender may require, including without limitation an endorsement insuring there
are no options to purchase all or any part of the Property. The cost of such
title policy and endorsements shall be borne by Borrower. If there are periodic
advances of funds, a title endorsement must be furnished prior to each advance,
showing no intervening liens or encumbrances.
29. Survey (1055): As soon as available after constitution of the
Commitment, but in no event later than thirty (30) days prior to the Loan
Closing Date, Borrower shall furnish four copies of a recently certified
as-built survey, satisfactory to Lender, complying with the attached
requirements.
30. Accuracy of Data Submitted and Financial Condition (1060): The
Commitment is subject to the accuracy as of the date hereof of all information,
data, representations, exhibits, and other materials submitted in connection
with the application. Prior to and as a condition of each advance of Loan
proceeds, there shall be since the date of this application, no material adverse
change in the Property or in the assets, liabilities or condition, financial or
otherwise, of the Borrower.
Acceptance of this application by Lender or issuance of a separate letter of
commitment shall not constitute or imply review or approval of any agreement,
document, drawing, report or information required by the Commitment to be
satisfactory to Lender. Notification to Borrower of such review and approval
shall be by separate letter(s) from Lender.
31. Defaults (1065): Prior to each advance of Loan proceeds, there shall
exist no default under the Loan or in any other loan with Lender in which
Borrower or any guarantor named herein is a borrower, guarantor or a principal
<PAGE>
officer, principal stockholder, trustee or manager of a borrower or a guarantor.
Any principal and, to the extent permitted by applicable law, interest not paid
when due shall bear interest at the Default Rate, which is defined as the lower
of the interest rate then in effect plus 5% per annum or the maximum rate
permitted by law.
32. Notice of Default (1067): Upon the occurrence of a default , Lender
shall not accelerate the Loan unless
(i) in the case of a default in any payment required under the Loan, whether or
not payable to Lender, (a "Monetary Default"), Lender shall have given
Borrower notice of such Monetary Default and Borrower shall not have cured
such Monetary Default by payment of all amounts in default (including
payment of interest at the Default Rate from the date of default to the
date of cure on amounts owed to Lender) within five (5) business days
thereafter;
(ii)in the case of any other default under the Loan (a "Non-Monetary Default"),
Lender shall have given Borrower notice of such Non-Monetary Default and
Borrower shall not have cured such default within thirty (30) days
thereafter (or, if the Non-Monetary Default is not curable within thirty
(30) days, Borrower shall not have diligently undertaken and continued to
pursue the curing of such Non-Monetary Default and deposited an amount
sufficient to cure such Non-Monetary Default in an escrow account
satisfactory to Lender).
For purposes of this condition, any notice shall be in writing, may be delivered
personally or sent by certified mail or reputable courier service with charges
prepaid, by telecopier or by such other method whereby the receipt thereof may
be confirmed. Any notice shall be deemed given when received. Any notice which
is rejected, the acceptance of which is refused or which is incapable of being
delivered for any reason shall be deemed received as of the date of attempted
delivery.
In no event shall the notice and cure periods recited above be deemed to be a
grace period for the purposes of commencing interest at the Default Rate.
33. Maximum Rate (1070): The total of all interest under the Loan and
any fees or other payments which are construed to be interest shall never exceed
the maximum lawful rate permitted under applicable law.
34. Outside Counsel (1075): Lender may hire outside counsel to act for
it, and the cost of such counsel and all other costs of every kind, including,
but not limited to, the cost of title reports, surveys, recording and filing
fees and any tax required to be paid at the time of recording the lien
instrument (unless prohibited by law), shall be paid by the Borrower, whether or
not the Loan is advanced. Unless Lender hires outside counsel, all Loan
documents will be prepared by Lender at no expense to Borrower.
35. Legal Approval (1080): The form of the transaction and the content
and the execution of all Loan documents shall be satisfactory to Lender's legal
counsel and shall comply with all laws applicable to Borrower or the Property.
<PAGE>
36. Survival (1085): All provisions of the Commitment, where
applicable, shall survive the Loan Closing, provided, however, in the event of
any conflict, the Loan documents will supersede the Commitment with respect to
such conflict.
37. Assignment (1090): After the initial advance of Loan proceeds,
Lender may assign all or any part of the Loan to another lender at no cost to
the Borrower. In the event of a proposed assignment of the Loan to another
lender, said lender shall have the right to enter the Property upon reasonable
prior notice to Borrower for additional environmental review or testing as said
lender may deem necessary at no cost to the Borrower. The Commitment may not be
assigned by Borrower. Any assignment or attempted assignment of the Commitment
by Borrower shall be void.
38. Borrower's Certification (1095): As a condition to the initial
advance of Loan proceeds, Borrower shall certify to Lender that:
(i) all leases have been made available for review by Lender,
(ii) all information submitted to Lender in connection with the Loan is true
and complete to the best of Borrower's knowledge and belief,
(iii) except as disclosed in the Environmental Report, Survey or other
written report delivered by Borrower to Lender and to the best of
Borrower's knowledge:
(a) the Property contains no underground storage tanks, asbestos,
urea formaldehyde insulation, PCB's, petroleum products, drums,
materials spills, stressed vegetation, present or past dumping or
fill, discolored or disturbed soil, unusual or noxious odors,
monitoring wells, roads or trails with no apparent outlet or
purpose, hazardous substances, toxic substances, radon or other
material that could be a hazard to health, safety or property
values, or that could be a violation of any law or regulation,
(b) no part of the Property contains a cemetery or burial ground,
(c) no part of the Property has been designated as wetlands under any
federal, state or local law or regulation or by any governmental
agency,
(d) the Property is not located in a flood plain,
<PAGE>
(e) the Property can be legally occupied and there is no violation of
building, zoning, use, environmental, Development of Regional
Impact and concurrency laws or other laws affecting Borrower or
the Property,
(f) the Property is in compliance with the Americans with
Disabilities Act, and
(g) the Property is adequately served by public water and sewage
systems, and electricity.
39. Legal Opinions (1100): As soon as available after issuance of the
Commitment, but in no event later than thirty (30) days prior to the Loan
Closing Date, Lender shall have obtained the following legal opinions, each of
which shall be satisfactory to Lender:
(A) A satisfactory form of the opinion to be delivered on the Loan Closing
Date by counsel selected by Lender in which such counsel shall opine
that it has performed a due diligence investigation with respect to the
Property, the Improvements and the use thereof complying with
applicable laws. The opinion shall describe what investigation
(including a review of applicable laws and all documents and materials
reasonably necessary to make such opinion meaningful, including an
environmental report for the Property and all permits or approvals
necessary to operate the Property for its intended purpose) was made
and, to the extent necessary, may rely on certifications by architects
and engineers.
The cost of such counsel, whether or not the Loan Closing occurs, shall
be paid by Borrower, provided, however, such costs shall not exceed
$100,000.
(B) An opinion or opinions of counsel to the Borrower which shall state
that Borrower is duly organized and in good standing under applicable
law, has authority to conduct its business and to execute and deliver
the Loan documents and the Environmental Indemnity Agreement; that the
Loan documents and the Environmental Indemnity Agreement have been duly
authorized, executed and delivered and are valid and binding
obligations of Borrower enforceable in accordance with their terms and
do not conflict with any instrument, judgment, statute or regulation by
which Borrower or the Property is bound; such opinions to be in a
format acceptable to Lender and may contain a general exception to
enforceability for fundamental issues that have general application to
all loan contracts and specific exceptions only with regard to
provisions which are unique or of material importance to the Loan or
arise out of recent statutory, regulatory or judicial developments.
<PAGE>
40. Information Submitted (1110): Borrower hereby certifies that all
information and statements heretofore furnished to Lender are true and complete
to the best of the Borrower's knowledge and belief and are made for the purpose
of inducing favorable action by Lender.
41. Federal Equal Credit Opportunity (1115): The Federal Equal Credit
Opportunity Act prohibits creditors from discriminating against credit
applicants on the basis of sex, marital status, race, color, religion, national
origin, age (provided the applicant has the capacity to contract), receipt of
income from a public assistance program, and the good faith exercise of rights
under the Consumer Credit Protection Act. The Federal Agency which administers
compliance with this law concerning this life insurance company is the Federal
Trade Commission, Equal Credit Opportunity, Washington, D.C. 20580, (202)
724-1140.
Borrower has the right, within sixty (60) days of notification of any adverse
action with respect to this application, to a statement of specific reasons for
the action taken. The statement of reason can be obtained by contacting Lender
at 720 East Wisconsin Avenue, Milwaukee, WI 53202, ATTN: Vice President - Real
Estate Production or (414) 271-1444. Lender shall respond to a request for
specific reason within thirty (30) days of its receipt of the request.
42. Headings (1120): The paragraph headings contained herein are for
convenience and reference only and in no way define, limit or describe the scope
or intent of, or in any way affect, the provisions hereof.
43. Submission of Information (1130): An estimate of the earliest date on
which the initial advance of funds may occur is the date which appears above
Borrower's signature hereon. The initial advance may occur on that date or on
such other date prior to the Commitment Expiration Date as may be mutually
agreed upon by Borrower and Lender (the "Loan Closing Date"). The information
required herein to be approved by Lender shall be submitted by Borrower to
Lender, where applicable, at least thirty (30) days prior to the Loan Closing
Date. In every case, Borrower is encouraged to submit said information to Lender
as soon as available to allow adequate time for Lender review and approval.
44. Contract (1135): If Lender agrees to make the Loan, either (i) this
application, upon Lender giving Borrower written notice of acceptance hereof, or
(ii) a separate letter of commitment issued by Lender, upon the timely
acceptance thereof by Borrower, shall constitute the issuance of the
"Commitment." In the event of any conflict, the terms of the separate letter of
commitment, if issued, shall govern over this application. The Commitment shall
represent the complete contract between Borrower and Lender and shall supersede
all prior negotiations of the parties. Borrower acknowledges and agrees that,
upon the issuance of the Commitment, Borrower shall be contractually bound to
Lender to close the Loan and take Loan advances as contemplated herein. If the
Loan does not close but Borrower has exercised its good faith best efforts in a
commercially reasonable manner to comply with the Commitment, Lender's sole
remedy shall be retention of $1,900,000 of the Earnest Money Deposit. If the
Loan does not close but Borrower has not exercised its good faith best efforts
in a commercially reasonable manner to comply with the Commitment, Lender shall
have the right (i) to retain any amounts paid hereunder and not previously
returned, (ii) to receive payment on any letter of credit or other form of
<PAGE>
collateral delivered hereunder, and, in addition, (iii) to claim and receive all
provable damages, including loss of bargain, sustained by Lender as a result of
such default in excess of the amounts retained or received, provided, however,
Lender shall be entitled to such damages notwithstanding such efforts by
Borrower in the event Borrower, within 6 months after termination of this
Commitment, refinances any of the Parks by way of a mortgage loan secured by any
of such Parks or by way of an unsecured financing where the terms of such
unsecured loan contain restrictions against Borrower placing liens against any
of the Parks. The refinancing of any park that is deemed disapproved by Lender
pursuant to Condition 6 shall not entitle Lender to retention of amounts paid or
damages hereunder except for the payment of $1,900,000 under Condition 6.
Estimated Loan Closing Date: 12/20/96 (AT LEAST 120 DAYS AFTER EXECUTION HEREOF)
Executed this 29th day of July , 19 96 .
KOGER EQUITY, INC. Borrower's Taxpayer I.D. Number
(IRS Requirement)
BY: /s/ Victor A. Hughes 59-2898045
President
ATTEST: no signature
Secretary
<PAGE>
EXHIBIT A
DESCRIPTION OF SECURITY
- --------------------------------------------------------------------------------
Project Location
Land Area (Acres)
Number of Buildings
Building Square Feet
Minimum Parking Per 1,000 sq. ft.
Loan Reduction Amount
- --------------------------------------------------------------------------------
Pool A
$16,000,000
Memphis, TN 18.4 3 258,400 4
San Antonio, TX 63.5 25 762,670 4.5 $ 23,500,000
St. Petersburg, FL 64.4 15 519,320 5.0 $ 20,000,000
Tallahassee, FL
- Apalachee 33.7 14 408,500 5.0 $ 20,000,000
Pkwy
Capital Circle 23.3 4 300,700 4.0 $ 21,000,000
Pool A Totals 203.3 61 2,249,590 $100,500,000
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
Pool B
Austin, TX 29.6 12 370,860 4.0 $ 17,000,000
El Paso, TX 19.6 14 251,930 4.5 $ 9,000,000
Greenville, SC
24.7 8 290,560 4.5 $ 11,000,000
Jacksonville, FL
- Bay Meadows 34.6 4 467,860 4.5 $ 27,500,000
Orlando, FL
- Central Center 46.0 22 565,220 5.0 $ 25,000,000
Pool B Totals 154.5 60 1,946,430 $ 89,500,000
- --------------------------------------------------------------------------------
================================================================================
TOTALS A & B 357.8 121 4,196,020 $190,000,000
================================================================================
<PAGE>
EXHIBIT B
VALUATION
For purposes of Conditions 3, 11 and 22, if Lender and Borrower do not
agree on the Valuation, which is intended by Lender and Borrower to represent
the fair market value of the Park(s) in question, the Valuation shall be
determined by the following appraisal procedure:
Borrower shall initiate the appraisal procedure by giving
written notice to Lender which shall include its designation of an appraiser
(the "First Appraiser"). Within twenty (20) days after the service of the notice
designating the First Appraiser, Lender shall give written notice to Borrower
designating the second appraiser (the "Second Appraiser"). If the Second
Appraiser is not so designated within the time above specified, the appointment
of the Second Appraiser shall be made in the same manner as is hereinafter
provided for the appointment of the third appraiser (the "Third Appraiser") in
the event the First and Second Appraisers are unable to agree upon the Third
Appraiser. The First and Second Appraisers so designated or appointed shall meet
within ten (10) days after the Second Appraiser is appointed, and if, within
thirty (30) days after the Second Appraiser is appointed, the First and Second
Appraisers do not agree upon the Valuation, they shall appoint a Third Appraiser
who shall be a competent and impartial person. In the event of their being
unable to agree upon such appointment within ten (10) days after the time
aforesaid, the Third Appraiser shall be selected by Lender and Borrower if they
can agree thereon within a further period of fifteen (15) days. If the parties
do not agree, or if for any reason the three appraisers have not been chosen
within fifteen (15) days after the expiration of the fifteen (15) day period
referred to in the immediately preceding sentence, either the Lender or
Borrower, on behalf of both, may request such appointment by the presiding Judge
of the United States District Court for the District in which the Property is
located. In the event of the failure, refusal or inability of any appraiser to
act, a new appraiser shall be appointed in his stead, which appointment shall be
made in the same manner as hereinbefore provided for the appointment of such
appraiser so failing, refusing or being unable to act. Borrower shall pay the
fees and expenses of all appraisers. Any appraiser designated to serve in
accordance with the provisions of this Agreement shall be qualified to appraise
the type of property being appraised in the County and State in which the Park
in question is located, shall be a member of the Appraisal Institute (or any
successor association or body of comparable standing if such Institute is not
then in existence) and shall have been actively engaged in the appraisal of real
estate in the County (set forth above) for a period of not less than ten (10)
years immediately preceding its appointment. The Appraisers shall determine the
Valuation, provided, however, no value shall be attributed to good will. The
Appraisers may employ such independent counsel and accountants, unaffiliated
with Lender or Borrower as any two of the three appraisers shall determine to be
necessary or advisable to assist them in carrying out their duties hereunder.
The fees and expenses of such counsel and accountants shall be borne by
Borrower. A decision joined in by two of the three appraisers shall be the
decision of the appraisers. In the event no two appraisers can agree, the
decision of the Third Appraiser shall be conclusive. After reaching a decision,
the appraisers shall give written notice thereof to Lender and Borrower.
<PAGE>
EXHIBIT C
FORM OF LETTER OF CREDIT
IRREVOCABLE
STANDBY LETTER OF CREDIT ML-130
(Bank and Address)
Amount U.S. $__________ No.________________
To: The Northwestern Mutual Life Insurance Company (Beneficiary)
720 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Attn: Real Estate Dept., Production Services Division
We hereby establish in your favor an irrevocable letter of credit for
the account of __________________ (Account Party) and authorize you to draw on
us up to an aggregate amount of $__________________ available by your drafts AT
SIGHT. This is a clean letter of credit; no documents are required.
All drafts must be marked "Drawn under Letter of Credit
of ________________________________
No. _______________________________
dated _____________________________".
Unless extended pursuant to the terms hereof, this letter of credit
will expire _____________________ (one month after the commitment expiration
date).
1. Extensions of Expiration Date. (a) Notwithstanding the expiration date stated
above, this letter of credit shall in no circumstance expire unless 15 days
advance written notice of its expiration date has been given to Beneficiary at
its address above, Attention: Real Estate Department, Production Services
Division.
(b) If the expiration date is a day on which our offices are closed for
any reason other than a force majeure event, the expiration date shall
automatically be extended to the next day our offices are open. If the
expiration date is a day on which our offices are closed because of a force
majeure event, the expiration date shall automatically be extended to the 30th
calendar day on which our offices are open following such interruption.
(c) If you draw on us within 20 days prior to the expiration date and
the draw request is rejected, refused or denied for any reason, the expiration
date shall automatically be extended for a period of 20 calendar days.
2. Waiver of Waiting Period. If a drawing hereunder is made by presentment of a
draft prior to 1 p.m. ______ time, we will, on the same business day, at your
<PAGE>
request, either, (a) confirm to you the wire transfer of the amount specified,
in immediately available funds, and will notify you of the Federal Reserve Bank
confirmation number relating to such transfer by 3:00 p.m. _______ time, or (b)
deliver to you a cashier's check in the amount specified.
3. Transferability. This Credit is transferable in its entirety, but not in
part, to a transferee of the Beneficiary. Such transfer shall be effected by
presentation of this Credit to the Bank accompanied by an appropriate instrument
of assignment. Upon such presentation the Bank shall issue forthwith an
irrevocable standby letter of credit to the transferee (as the new
"Beneficiary") with provisions consistent with those of this Credit. Each letter
of credit issued to a transferee may be transferred in the same manner and
subject to the same conditions as herein provided.
4. Honoring Drafts. We hereby agree with the drawers, endorsers, and bona fide
holders of drafts drawn under and in compliance with the terms of this Credit,
that such drafts will be duly honored on due presentation to the drawees if
negotiated on or before the expiration of this Credit, or presented at this
office on or before such expiration.
Authorized Signature and Title
This credit is subject to the Uniform
Customs and Practice for Documentary
Credits (1993) Revision, International
Chamber of Commerce Publication No. 500
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT D
FORM OF PROPERTY STATEMENTS
INCEXP Koger Equity, Inc. DATE:
OPERATING INCOME & EXPENSE TIME:
DIVISION: PAGE:
KNSF:
* ALL SQ FT $ ARE ANNUALIZED
****09/30/95**** ****12/31/95**** ****03/31/96**** ****06/30/96**** **CURRENT 12 MO** **PREVIOUS 12 MO**
AMOUNT SQFT AMOUNT SQFT AMOUNT SQFT AMOUNT SQFT AMOUNT SQFT AMOUNT SQFT
<S> <C>
INCOME
Gross Rents
Other Income
Tenant Requested Ser
GROSS REVENUE
OPERATING EXPENSE
Janitorial
Taxes
Electrical/Gas
Water & Sewer
Grounds Maintenance
General Maintenance
Mechanical Maintenance
Security
Miscellaneous
Insurance
Management Fee
OPERATING EXPENSE
OPERATING RENTS
<PAGE>
CAPITAL EXPENDITURES
Tenant Requested Imp
Tenant Improvements
Building Improvement
CAPITAL EXPENDITURES
NET CASH FLOW
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT E
FORM OF RENT ROLL
For the Period Ending: KOGER EQUITY CENTERS Page:
COMPANY - DIVISION: RENT ROLL by BUILDING Date:
Date:CENTER NO. - NAME: Time:
BUILDING NO. - Name: Last Update
Preliminary report - Month not Closed
**TENANT**SUITE**SQUARE FEET**EFF**MONTHLY**ANNUAL OCCUPY COMMENCE AUTO EXPIRE ESCALATION
CNO.NAME NO.NET LEASED RATE RATE RENTAL TAXES RECEIVABLE RENTAL DATE DATE TERM RENEW DATETYPE
CAP
BLDG NET SQ FT EFF NUMBER SQ FT MONTHLY MONTHLY ANNUAL
SQ FT RATE RATE LEASES NET RENTAL TAXES RECEIVABLE RENT
<S> <C> <C> <C> <C> <C> <C>
BUILDING TOTALS :
TENANT NET SF :
ACCRUED :
NON-ACCRUED :
FUTURE :
TENANT LEASED SF: ________
</TABLE>
<PAGE>
EXHIBIT F
FORM OF ENVIRONMENTAL INDEMNITY AGREEMENT
Loan No.
ENVIRONMENTAL INDEMNITY AGREEMENT
THIS ENVIRONMENTAL INDEMNITY AGREEMENT is entered into as of , 199 by
the undersigned ("Indemnitors") in favor of The Northwestern Mutual Life
Insurance Company ("Northwestern") and the other Indemnified Parties referred to
herein.
RECITALS
A. Northwestern is contemporaneously herewith making a loan (the
"Loan") to (the "Borrower") secured or to be secured by a Mortgage, Deed to
Secure A Debt or Deed of Trust and Security Agreement from Borrower to
Northwestern (the "Lien Instrument") on the fee title and/or leasehold interest
in the property described in Exhibit A attached hereto.
B. In order to induce Northwestern to make the Loan, Indemnitors have
agreed to execute and deliver this Environmental Indemnity Agreement.
C. Each of the Indemnitors has a substantial direct or indirect
interest in the Property, financial or otherwise.
AGREEMENT
NOW, THEREFORE, in consideration of the recitals and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Indemnitors hereby agree and covenant for the benefit of
Northwestern and the other Indemnified Parties as follows:
1. The following definitions shall apply to this Environmental
Indemnity Agreement:
(a) "Environmental Activity or Condition" means the presence, use,
generation, manufacture, production, storage, release, threatened release,
discharge, disposal or transportation of any Hazardous Substance on, onto, in,
under, over or from the Property or the violation of any Environmental Law
because of the condition of, or activity on, the Property.
(b) "Environmental Law" means all law relating to hazardous waste,
chemical substances or mixtures or hazardous, toxic, dangerous or unhealthy
substances or conditions or relating to the interaction of the use or ownership
of property and the environment, whether such law is: (i) criminal or civil,
(ii) federal, state or local, (iii) statutory, common law or administrative
regulation, (iv) currently in effect or enacted in the future.
(c) "Hazardous Substance" means any substance which (i) is designated
as hazardous, toxic or dangerous or similarly designated under any Environmental
<PAGE>
Law, (ii) is regulated under any Environmental Law or by any governmental or
quasi-governmental agency, or (iii) could be a hazard to health, safety or
property values. Without limiting the foregoing, Hazardous Substances shall
include underground storage tanks, asbestos, urea formaldehyde insulation,
polychlorinated biphenyls, dioxins and petroleum products.
(d) "Property" means the property described in Exhibit A attached
hereto, including the soil, surface water, ground water, air and improvements
on, beneath or above such property.
2. Indemnitors hereby agree to indemnify, defend and hold Northwestern
and its trustees, officers, policyholders, employees and agents (collectively,
the "Indemnified Parties") harmless from and against any and all damages,
liabilities, losses, costs and expenses, including reasonable attorneys' fees,
(collectively, "Damages") suffered or incurred by any of the Indemnified Parties
as a result of any Environmental Activity or Condition which would not have been
suffered or incurred if Northwestern had not made the Loan; provided, however,
the Indemnitors shall not be liable to the Indemnified Parties for any Damages
to the extent such Damage arise as a result of any gross negligence or willful
misconduct of the Indemnified Parties. The liability of Indemnitors as set forth
in the preceding sentence includes, without limitation, the following:
(a) Any costs of, or liability for, investigation, cleanup or
remediation of environmental damage;
(b) Any damages resulting from the diminution in value or
unmarketability of the Property or any other property;
(c) Any consequential or punitive damages suffered or incurred by any
of the Indemnified Parties;
(d) Any fines, penalties, assessments, judgments or other liabilities
resulting from any claim, judgment or finding concerning the violation
of any Environmental Law;
(e) Any amounts expended by any of the Indemnified Parties in good
faith to settle or compromise any claim or allegation of liability
covered by this Agreement.
The liability of Indemnitors hereunder shall continue, without reduction or
change, upon and subsequent to Northwestern becoming owner of the Property
through foreclosure, deed-in-lieu of foreclosure or otherwise, excepting only
Damages resulting from actions taken either by Northwestern, by successive
owners of the Property or by those contracting with Northwestern or any
successive owner subsequent to Northwestern becoming owner of the Property;
provided, however, that Indemnitors shall nonetheless be responsible for the
actions of any party investigating or cleaning up Hazardous Substances, whether
or not contracted for by Northwestern, if Indemnitors are otherwise liable
hereunder or otherwise for such investigation or clean up. The liability of
Indemnitors hereunder shall not be reduced or otherwise affected by any
Environmental Activity or Condition occurring or existing prior to Northwestern
becoming owner of the Property even if caused in whole or part by a predecessor
<PAGE>
in title, tenant, trespasser or other third person, whether on or off of the
Property. As between Indemnitors and the Indemnified Parties, the agreements by
Indemnitors hereunder shall override and be in lieu of any statutory, regulatory
or common law prescriptions for liability, contribution or cost sharing.
3. The liability of Indemnitors under this Environmental Indemnity
Agreement (i) shall not be subject to any limitations on liability set forth in
any of the documents evidencing the Loan and (ii) shall be an unsecured
obligation of Indemnitors to each of the Indemnified Parties, notwithstanding
the terms of the Lien Instrument or any other agreement.
4. Without limitation except as provided below following clause (e) of
this section 4, the obligations and liability of any Indemnitor under this
Environmental Indemnity Agreement shall in no way be waived, released,
discharged, reduced, mitigated or otherwise affected by:
(a) The repayment of the Loan and/or the satisfaction or release of the
Lien Instrument; or
(b) Any neglect, delay or forbearance of Northwestern in demanding,
requiring or enforcing payment of the indemnity due hereunder; or
(c) The receivership, bankruptcy, insolvency or dissolution of any
Indemnitor or any affiliate thereof; or
(d) Any sale or refinancing of, or other transactions related to, the
Property by Borrower or Northwestern; or
(e) Any of the Indemnitors transferring or divesting any or all of his,
her or its estate, right, title or interest in or to the Property or
any interest in any entity.
Notwithstanding anything in this Indemnity Agreement to the contrary,
this Indemnity Agreement shall terminate and be of no force and effect (except
as to claims for Damages asserted prior to such date) on the earlier of (i) the
date two years after the earlier of (1) Northwestern having received repayment
in full of the Loan other than through acquisition of the Property by
Northwestern, and (2) a person or entity other than Northwestern or one of its
affiliates having become owner of the Property, and (ii) the date when any right
to bring a claim for Damages expires under applicable law.
5. Without limiting the other provisions hereof, in the event any claim
(whether or not a judicial or administrative action is involved) is asserted
against any of the Indemnified Parties with respect to any Environmental
Activity or Condition, Northwestern shall have the right to select the
engineers, other consultants and attorneys for the defense of the Indemnified
Parties but not for the Indemnitors, to determine the appropriate legal strategy
for such defense and to compromise or settle such claim solely as to the
Indemnified Parties and not with respect to any claim as it relates to the
Indemnitors, all in Northwestern's discretion, and Indemnitors shall be liable
to Northwestern in accordance with the terms hereof for all Damages suffered or
incurred by Northwestern in this regard.
<PAGE>
6. Without limiting the other provisions hereof, if Northwestern
acquires legal possession and/or title to the Property and Northwestern becomes
aware of any Environmental Activity or Condition for which Indemnitors may have
liability in accordance with the other provisions of this Environmental
Indemnity Agreement, whether or not a claim is asserted against Northwestern or
any of the other Indemnified Parties, Northwestern shall have the right to take
such action as Northwestern shall deem reasonably necessary, in Northwestern's
discretion, to protect health, safety and property values and to minimize the
probability or extent of liability to Northwestern and the other Indemnified
Parties, including, without limitation, investigation and/or cleanup, and
Indemnitors shall be liable to Northwestern in accordance with the terms hereof
for all Damages suffered or incurred by Northwestern in this regard.
7. The liability of Indemnitors shall be joint and several.
8. No action or proceeding brought or instituted under this
Environmental Indemnity Agreement and no recovery made as a result thereon shall
be a bar or defense to any further action or proceeding under this Environmental
Indemnity Agreement.
9. Subject to the termination of this Indemnity Agreement in accordance
with section 4 hereof, the covenants, agreements, indemnities, terms and
conditions contained in this Environmental Indemnity Agreement shall, extend to,
and be binding upon, Indemnitors and its successors and assigns, and shall inure
to the benefit of, and may be enforced by, Northwestern or any of the other
Indemnified Parties and its and their successors and assigns.
10. Each provision of this Environmental Indemnity Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Environmental Indemnity Agreement shall be
prohibited, invalid or ineffective under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity without
invalidating the remainder of such provision or the remaining provisions of this
Environmental Indemnity Agreement.
11. Indemnitors shall reimburse Northwestern and the other Indemnified
Parties for all reasonable attorneys' fees and expenses incurred in connection
with the enforcement of the Indemnified Parties' rights under this Environmental
Indemnity Agreement, including those incurred in any case, action, proceeding,
claim under the Federal Bankruptcy Code or any successor statute.
12. As additional assurance for the timely performance of the
obligations of Indemnitors hereunder, each Indemnitor hereby assigns to
Northwestern any rights such Indemnitor may have against any other person or
entity (including, without limitation, any present, future or former owners,
tenants or other occupants or users of the Property or any portion thereof)
relating to the matters covered by this Environmental Indemnity Agreement.
13. Each Indemnitor agrees that it shall have no right of contribution
or subrogation against any other Indemnitor hereunder unless and until all
<PAGE>
obligations of Indemnitors hereunder have been satisfied. Each Indemnitor
further agrees that, to the extent that the waiver of its rights of subrogation
and contribution as set forth herein is found by a court of competent
jurisdiction to be void or voidable for any reason, any rights of subrogation or
contribution such Indemnitor may have shall be junior and subordinate to the
rights of Northwestern against any Indemnitor hereunder.
14. No consent by any Indemnitor shall be required for any assignment
or reassignment of the rights of Northwestern hereunder to one or more
purchasers of the Loan or the Property or any portion of either.
IN WITNESS WHEREOF, the undersigned Indemnitors have executed this
Environmental Indemnity Agreement as of the day and year first above written.
Indemnitors
By:
<PAGE>
EXHIBIT G
FORM OF ESTOPPEL CERTIFICATE
Loan No.
Premises
Lease dated
between , Lessor,
and , Lessee,
commencing , 19 .
The undersigned, the tenant under the above Lease, hereby certifies to
The Northwestern Mutual Life Insurance Company, the holder of proposed holder of
a Lien Instrument upon the above premises;
1) that said Lease is presently in full force and effect and
unmodified except as indicated at the end of this certificate*;
2) that the undersigned has accepted possession of said premises
and that any improvements required by the terms of said Lease to
be made by the lessor have been completed to the satisfaction of
the undersigned;
3) that no rent under said Lease has been paid more than 30 days in
advance of its due date;
4) that the address for notices to be sent to the undersigned is as
set forth in said Lease, or set forth below; and
5) that the undersigned, as of this date, has no charge, lien or
claim of set off under said Lease or otherwise, against rents or
other charges due or to become due thereunder.
The undersigned further agrees with The Northwestern Mutual Life
Insurance Company that from and after the date hereof, the undersigned will not
seek to terminate said Lease by reason of any act or omission of the landlord
until the undersigned shall have given written notice of such act or omission to
The Northwestern Mutual Life Insurance Company, 720 E. Wisconsin Avenue,
Milwaukee, WI 53202, Attn: Treasurers Department - Real Estate Systems and
Operations (or to such other address subsequently furnished to the undersigned)
and until a reasonable period of time shall have elapsed following the giving of
such notice, during which period such holder shall have the right, but shall not
be obligated, to remedy such act or omission. Dated:
Address:
19
<PAGE>
*Lease modifications, if any, to be listed here:
LP-330.10 (9/91)
(ID-RECONSTR-4)
<PAGE>
Exhibit (J) (2) (A)
Loan No. C-331971 Documentary stamp tax
Texas, Florida, South Carolina and Tennessee has been paid and proper
stamps affixed to the
Master Lien
Instrument recorded in Duval County,
Florida.
TRANCHE A PROMISSORY NOTE
$100,500,000.00
Dated as of December 16, 1996
For value received, the undersigned, herein called "Borrower," promises
to pay to the order of THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, a
Wisconsin corporation, who, together with any subsequent holder of this note, is
hereinafter referred to as "Lender", at 720 E. Wisconsin Avenue, Milwaukee, WI
53202 or at such other place as Lender shall designate in writing, in coin or
currency which, at the time or times of payment, is legal tender for public and
private debts in the United States, the principal sum of ONE HUNDRED MILLION
FIVE HUNDRED THOUSAND DOLLARS or so much thereof as shall have been advanced
from time to time plus interest on the outstanding principal balance at the rate
and payable as follows:
Interest shall accrue from the date of advance until maturity
at the rate of eight and twenty-five hundredths percent (8.25%) per
annum (the "Interest Rate").
Accrued interest only on the amount advanced shall be paid on
the first day of the month following the date on which the initial
advance is made. On the first day of the following month (the "Initial
Amortization Date") and on the first day of each and every month
thereafter, installments of principal and interest shall be paid in an
amount equal to the unpaid principal balance on the Initial
Amortization Date multiplied by 0.007885.
All installments shall be applied first in payment of
interest, calculated monthly on the unpaid principal balance, and the
remainder of each installment shall be applied in payment of principal.
The entire unpaid principal balance plus accrued interest thereon shall
be due and payable on January 2, 2007 (the "Maturity Date").
<PAGE>
Borrower shall have the right, upon thirty (30) days advance written
notice, beginning January 1, 2000 of paying this note in full with a prepayment
fee (the "Prepayment Fee"). This fee represents consideration to Lender for loss
of yield and reinvestment costs. Except as otherwise provided herein, the
Prepayment Fee shall be the greater of Yield Maintenance (as hereinafter
defined) or 1% of the outstanding principal balance of this note; provided,
however, that, subject to the provisions relating to the Second Partial
Prepayment (as hereinafter defined), during the three (3) month period prior to
the Maturity Date, the Prepayment Fee shall be Yield Maintenance.
As used herein, "Yield Maintenance" means the amount, if any, by which
(i) the present value of the Then Remaining Payments (as
hereinafter defined) calculated using a periodic discount rate
(corresponding to the payment frequency under this note)
which, when compounded for such number of payment periods in a
year, equals the sum of five-tenths of one percent (.5%) and
the per annum effective yield of the Most Recently Auctioned
United States Treasury Obligations (as hereinafter defined)
having a maturity date equal to the Maturity Date (or, if
there is no such equal maturity date, then the linearly
interpolated per annum effective yield of the two Most
Recently Auctioned United States Treasury Obligations having
maturity dates most nearly equivalent to the Maturity Date) as
reported by The Wall Street Journal five business days prior
to the date of prepayment; exceeds
(ii) the outstanding principal balance of this note (exclusive of
all accrued interest).
If such United States Treasury obligation yields shall not be reported as of
such time or the yields reported as of such time shall not be ascertainable,
then the periodic discount rate shall be equal to the sum of five-tenths of one
percent (.5%) and the Treasury Constant Maturity Series yields reported, for the
latest day for which such yields shall have been so reported, as of five
business days preceding the prepayment date, in Federal Reserve Statistical
Release H.15 (519) (or any comparable successor publication) for actively traded
United States Treasury obligations having a constant maturity most nearly
equivalent to the Maturity Date.
As used herein, "Then Remaining Payments" means payments in such amounts and at
such times as would have been payable subsequent to the date of such prepayment
in accordance with the terms of this note.
<PAGE>
As used herein, "Most Recently Auctioned United States Treasury Obligations"
means the U.S. Treasury bonds, notes and bills with maturities of 30 years, 10
years, 5 years, 3 years, 2 years or 1 year which, as of the date the prepayment
fee is calculated, were most recently auctioned by the United States Treasury.
Upon the occurrence of an Event of Default (as defined in the Master Lien
Instrument defined below) followed by the acceleration of the whole indebtedness
evidenced by this note, the payment of such indebtedness will constitute an
evasion of the prepayment terms hereunder and be deemed to be a voluntary
prepayment hereof and such payment will, therefore, to the extent not prohibited
by law, include the prepayment fee required under the prepayment in full
privilege recited above or, if such prepayment occurs prior to January 1, 2000
and results from an Event of Default followed by an acceleration of the whole
indebtedness, then such payment will, to the extent not prohibited by law,
include a prepayment fee equal to the greater of (a) Yield Maintenance or (b) 6%
of the outstanding principal balance of this note.
Notwithstanding the above, in the event the outstanding principal balance is
reduced or paid in full with insurance loss proceeds as described in the
"Insurance" covenant of the Master Lien Instrument or condemnation award
proceeds as described in the "Condemnation" covenant of the Master Lien
Instrument, no Prepayment Fee shall be due on the amount of such proceeds
applied.
Notwithstanding the above and provided Borrower is not in default under any
provision contained in the Loan Documents (as defined in the Master Lien
Instrument), up to twenty-five percent (25%) of the outstanding principal
balance of this note (the "First Partial Prepayment") may be prepaid beginning
twenty-four (24) months, but no later than twelve (12) months prior to the
Maturity Date, with a Prepayment Fee of Modified Yield Maintenance (as
hereinafter defined).
As used herein, "Modified Yield Maintenance" will be computed the same as Yield
Maintenance above, except that the Maturity Date used in the calculation will be
adjusted to one year prior to the actual Maturity Date.
Notwithstanding the above and provided Borrower is not in default under any
provision contained in the Loan Documents, up to fifty percent (50%) of the
outstanding principal balance of this note (or, if a First Partial Prepayment
was made on this note, the outstanding principal balance of this note
immediately preceding such First Partial prepayment less an amount equal to the
principal amortization of this note since but not including the First Partial
Prepayment) less any amount prepaid in a First Partial Prepayment with respect
to this note, may be repaid without a Prepayment Fee (the "Second Partial
Prepayment").
<PAGE>
Borrower shall be permitted one First Partial Prepayment and one Second Partial
Prepayment on this note. Following the Second Partial Prepayment with respect to
this note, Lender will release a portion of the security as described in the
"Release of Security" provision of the Master Lien Instrument.
Borrower acknowledges and agrees that the Interest Rate hereunder shall
be modified if certain financial statements and other reports are not furnished
to Lender, all as described in more detail in the provision of the Master Lien
Instrument entitled "Financial Statements".
This note is secured by a lien instrument in multiple counterparts,
each of even date herewith executed by KOGER EQUITY, INC., a Florida corporation
to THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY or to JOHN S. SHOAF, JR. or
MICHAEL P. CUSICK, as Trustee for the benefit of THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY (the "Master Lien Instrument"), encumbering certain properties
situated in the following locations as more particularly described in the Master
Lien Instrument:
(i) Memphis, Shelby County, Tennessee;
(ii) San Antonio, Bexar County, Texas;
(iii) Austin, Travis County, Texas;
(iv) El Paso, El Paso County, Texas;
(v) St. Petersburg, Pinellas County, Florida;
(vi) Tallahassee, Leon County, Florida;
(vii) Greenville, Greenville County, South Carolina;
(viii) Jacksonville, Duval County, Florida;
(ix) Orlando, Orange County, Florida.
The Master Lien Instrument encumbers the Properties set forth in (i) through
(iv), above as a Deed of Trust and Security Agreement; and the Properties set
forth in (v) through (ix), above as a Mortgage and Security Agreement.
"Property" and "Properties" as used herein shall have the meaning ascribed to
them in the Master Lien Instrument. This Note will also be secured by a lien
instrument encumbering the so-called Oak Ridge Building in Shelby County,
Tennessee to be granted by Borrower to Lender on or about August, 1997.
Upon the occurrence of an Event of Default (as defined in the Master
Lien Instrument), the whole unpaid principal hereof and accrued interest shall,
at the option of Lender, to be exercised at any time thereafter, become due and
payable at once without notice, notice of the exercise of, and the intent to
exercise, such option being hereby expressly waived.
<PAGE>
All parties at any time liable, whether primarily or secondarily, for
payment of indebtedness evidenced hereby, for themselves, their heirs, legal
representatives, successors and assigns, respectively, expressly waive
presentment for payment, notice of dishonor, protest, notice of protest, and
diligence in collection; consent to the extension by Lender of the time of said
payments or any part thereof; further consent that the real or collateral
security or any part thereof may be released by Lender, without, except for such
release, in any way modifying, altering, releasing, affecting, or limiting their
respective liability, or the lien of the Master Lien Instrument; and agree to
pay reasonable attorneys' fees and expenses of collection in case this note is
placed in the hands of an attorney for collection or suit is brought hereon and
any attorneys' fees and expenses incurred by Lender to enforce or preserve its
rights under any of the Loan Documents in any bankruptcy or insolvency
proceeding.
Any principal, interest or other amounts payable under any of the Loan
Documents (as defined in the Master Lien Instrument), not paid when due (without
regard to any notice and/or cure provisions contained in any of the Loan
Documents), including principal becoming due by reason of acceleration by Lender
of the entire unpaid balance of this note, shall bear interest from the due date
thereof until paid at the Default Rate. As used herein, "Default Rate" means the
lower of a rate equal to the interest rate in effect at the time of the default
as herein provided plus 5% per annum or the maximum rate permitted by law.
No provision of this note shall require the payment or permit the
collection of interest, including any fees paid which are construed under
applicable law to be interest, in excess of the maximum permitted by law. If any
such excess interest is collected or herein provided for, or shall be
adjudicated to have been collected or be so provided for herein, the provisions
of this paragraph shall govern, and Borrower shall not be obligated to pay the
amount of such interest to the extent that it is in excess of the amount
permitted by law. Any such excess collected shall, at the option of Lender,
unless otherwise required by applicable law, be immediately refunded to Borrower
or credited on the principal of this note immediately upon Lender's awareness of
the collection of such excess.
If the maturity of this note is accelerated for any reason before the
due date stated, or in the event of voluntary or other prepayment by the
Borrower, including any prepayments of interest or fees, or in any other event,
earned interest may never include more than the maximum amount permitted by law,
computed from the date of each disbursement until payment, and any unearned
interest otherwise payable hereunder which is in excess of the maximum permitted
by law shall be cancelled automatically as of the date of such acceleration or
prepayment or other such event and (if theretofore paid) shall at the option of
Lender, unless otherwise required by applicable law, be either refunded to the
<PAGE>
Borrower or credited on the principal of this note provided that for purposes of
computing interest under this note, all sum or sums paid or payable to Lender,
in connection with the loan evidenced hereby, which constitute interest shall be
taken into account by amortizing, prorating, allocating and spreading such sum
or sums, in equal parts, throughout the period of the full stated term of the
loan, to the extent permitted by law. Any interest computation under this note
shall be at not more than the maximum legal rate, it being the intention of the
parties hereto to conform strictly to all applicable laws of the State of
Wisconsin and of the United States of America now or hereafter in force, and in
the event it should be held that interest payable under this note is in excess
of the maximum permitted by such laws, the interest chargeable hereunder shall
be reduced to the maximum amount permitted by such laws.
Notwithstanding any provision contained herein or in the Master Lien
Instrument to the contrary, if Lender shall take action to enforce the
collection of the indebtedness evidenced hereby or secured by the Master Lien
Instrument or under any of the other Loan Documents (collectively, the
"Indebtedness"), its recourse shall, except as provided below, be limited to the
Properties or the proceeds from the sale of the Properties and the proceeds
realized by Lender in exercising its rights and remedies (i) under the Absolute
Assignment (as defined in the Master Lien Instrument), (ii) under separate
guarantees, if any, (iii) under any of the other Loan Documents (as defined in
the Master Lien Instrument) and (iv) in any other collateral securing the
Indebtedness. If such proceeds are insufficient to pay the Indebtedness, Lender
will never institute any action, suit, claim or demand in law or in equity
against Borrower for or on account of such deficiency; provided, however, that
the provisions contained in this paragraph
(i) shall not in any way affect or impair the validity or
enforceability of the Indebtedness or the Master Lien
Instrument to the extent provided herein; and
(ii) shall not prevent Lender from seeking and obtaining a judgment
against Borrower for personal liability for the Recourse
Obligations.
As used herein, the term "Recourse Obligations" means
(a) rents and other income from the Properties from and after the
date of any material default under the Loan Documents remaining
uncured on the date of the foreclosure sale of any Property pursuant
to the Master Lien Instrument or the conveyance of the Properties to
Lender in lieu of foreclosure, which rents and other income have not
been applied to the payment of principal and interest on this note
or the Tranche B Promissory Note or to reasonable operating expenses
of the Properties,
<PAGE>
(b) amounts necessary to repair any damage to the Properties caused
by the gross negligence or willful misconduct of Borrower or its
agents,
(c) insurance loss and condemnation award proceeds released to
Borrower but not applied in accordance with any agreement between
Borrower and Lender as to their application,
(d) damages suffered by Lender as a result of fraud or
misrepresentation in connection with the Indebtedness by Borrower or
any other person or entity acting on behalf of Borrower,
(e) amounts necessary to pay real estate taxes, special assessments
and insurance premiums with respect to the Properties (to the extent
not previously deposited with Lender by Borrower pursuant to the
provisions of the Master Lien Instrument following the caption
entitled "Deposits by Grantor") either paid by Lender and not
reimbursed prior to, or remaining due or delinquent on, either (i)
the later of (A) the date on which title vests in the purchaser at
the foreclosure sale of the Property pursuant to the Master Lien
Instrument or (B) the date on which Borrower's statutory right of
redemption shall expire or be waived or (ii) the date of the
conveyance of the Properties to Lender in lieu of foreclosure, and
(f) all outstanding amounts due under the Indebtedness, including
principal, interest and other charges if: (i) there is a violation
of the provision of the Master Lien Instrument entitled "Due on
Sale"; (ii) Borrower shall file a voluntary petition for relief
under the federal bankruptcy code; (iii) an involuntary petition in
bankruptcy filed against Borrower shall remain undismissed for a
period of sixty (60) days; or (iv) Borrower shall become the subject
of any liquidation, receivership or other similar proceedings not
dismissed within sixty (60) days after filing.
KOGER EQUITY, INC., a Florida
corporation
By: /s/ J.C.Teagle
Attest: /s/ Mary H. McNeal
(corporate seal)
<PAGE>
Exhibit (J) (2) (B)
Loan No. C-331971 Documentary stamp tax
Texas, Florida, South Carolina and Tennessee has been paid and proper
stamps affixed to the Master
Lien Instrument recorded
in Duval County, Florida.
TRANCHE B PROMISSORY NOTE
$89,500,000.00 Dated as of December 16, 1996
For value received, the undersigned, herein called "Borrower," promises
to pay to the order of THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, a
Wisconsin corporation, who, together with any subsequent holder of this note, is
hereinafter referred to as "Lender", at 720 E. Wisconsin Avenue, Milwaukee, WI
53202 or at such other place as Lender shall designate in writing, in coin or
currency which, at the time or times of payment, is legal tender for public and
private debts in the United States, the principal sum of EIGHTY-NINE MILLION
FIVE HUNDRED THOUSAND DOLLARS or so much thereof as shall have been advanced
from time to time plus interest on the outstanding principal balance at the rate
and payable as follows:
Interest shall accrue from the date of advance until maturity
at the rate of eight and thirty-three hundredths percent (8.33%) per
annum (the "Interest Rate").
Accrued interest only on the amount advanced shall be paid on
the first day of the month following the date on which the initial
advance is made. On the first day of the following month (the "Initial
Amortization Date") and on the first day of each and every month
thereafter, installments of principal and interest shall be paid in an
amount equal to the unpaid principal balance on the Initial
Amortization Date multiplied by 0.007938.
All installments shall be applied first in payment of
interest, calculated monthly on the unpaid principal balance, and the
remainder of each installment shall be applied in payment of principal.
The entire unpaid principal balance plus accrued interest thereon shall
be due and payable on January 2, 2009 (the "Maturity Date").
Borrower shall have the right, upon thirty (30) days advance written
notice, beginning January 1, 2000 of paying this note in full with a prepayment
1
<PAGE>
fee (the "Prepayment Fee"). This fee represents consideration to Lender for loss
of yield and reinvestment costs. Except as otherwise provided herein, the
Prepayment Fee shall be the greater of Yield Maintenance (as hereinafter
defined) or 1% of the outstanding principal "Prepayment Fee"). This fee
represents consideration to Lender for loss of yield and reinvestment costs.
Except as otherwise provided herein, the Prepayment Fee shall be the greater of
Yield Maintenance (as hereinafter defined) or 1% of the outstanding principal
balance of this note; provided, however, that, subject to the provisions
relating to the Second Partial Prepayment (as hereinafter defined), during the
three (3) month period prior to the Maturity Date, the Prepayment Fee shall be
Yield Maintenance.
As used herein, "Yield Maintenance" means the amount, if any, by which
(i) the present value of the Then Remaining Payments (as
hereinafter defined) calculated using a periodic discount rate
(corresponding to the payment frequency under this note)
which, when compounded for such number of payment periods in a
year, equals the sum of five-tenths of one percent (.5%) and
the per annum effective yield of the Most Recently Auctioned
United States Treasury Obligations (as hereinafter defined)
having a maturity date equal to the Maturity Date (or, if
there is no such equal maturity date, then the linearly
interpolated per annum effective yield of the two Most
Recently Auctioned United States Treasury Obligations having
maturity dates most nearly equivalent to the Maturity Date) as
reported by The Wall Street Journal five business days prior
to the date of prepayment; exceeds
(ii) the outstanding principal balance of this note (exclusive of
all accrued interest).
If such United States Treasury obligation yields shall not be reported as of
such time or the yields reported as of such time shall not be ascertainable,
then the periodic discount rate shall be equal to the sum of five-tenths of one
percent (.5%) and the Treasury Constant Maturity Series yields reported, for the
latest day for which such yields shall have been so reported, as of five
business days preceding the prepayment date, in Federal Reserve Statistical
Release H.15 (519) (or any comparable successor publication) for actively traded
United States Treasury obligations having a constant maturity most nearly
equivalent to the Maturity Date.
As used herein, "Then Remaining Payments" means payments in such amounts and at
such times as would have been payable subsequent to the date of such prepayment
in accordance with the terms of this note.
2
<PAGE>
As used herein, "Most Recently Auctioned United States Treasury Obligations"
means the U.S. Treasury bonds, notes and bills with maturities of 30 years, 10
years, 5 years, 3 years, 2 years or 1 year which, as of the date the prepayment
fee is calculated, were most recently auctioned by the United States Treasury.
Upon the occurrence of an Event of Default (as defined in the Master Lien
Instrument defined below) followed by the acceleration of the whole indebtedness
evidenced by this note, the payment of such indebtedness will constitute an
evasion of the prepayment terms hereunder and be deemed to be a voluntary
prepayment hereof and such payment will, therefore, to the extent not prohibited
by law, include the prepayment fee required under the prepayment in full
privilege recited above or, if such prepayment occurs prior to January 1, 2000
and results from an Event of Default followed by an acceleration of the whole
indebtedness, then such payment will, to the extent not prohibited by law,
include a prepayment fee equal to the greater of (a) Yield Maintenance or (b) 6%
of the outstanding principal balance of this note.
Notwithstanding the above, in the event the outstanding principal balance is
reduced or paid in full with insurance loss proceeds as described in the
"Insurance" covenant of the Master Lien Instrument or condemnation award
proceeds as described in the "Condemnation" covenant of the Master Lien
Instrument, no Prepayment Fee shall be due on the amount of such proceeds
applied.
Notwithstanding the above and provided Borrower is not in default under any
provision contained in the Loan Documents (as defined in the Master Lien
Instrument), up to twenty-five percent (25%) of the outstanding principal
balance of this note (the "First Partial Prepayment") may be prepaid beginning
twenty-four (24) months, but no later than twelve (12) months prior to the
Maturity Date, with a Prepayment Fee of Modified Yield Maintenance (as
hereinafter defined).
As used herein, "Modified Yield Maintenance" will be computed the same as Yield
Maintenance above, except that the Maturity Date used in the calculation will be
adjusted to one year prior to the actual Maturity Date.
Notwithstanding the above and provided Borrower is not in default under any
provision contained in the Loan Documents, up to fifty percent (50%) of the
outstanding principal balance of this note (or, if a First Partial Prepayment
was made on this note, the outstanding principal balance of this note
immediately preceding such First Partial prepayment less an amount equal to the
principal amortization of this note since but not including the First Partial
Prepayment) less any amount prepaid in a First Partial Prepayment with respect
to this note, may be repaid without a Prepayment Fee (the "Second Partial
Prepayment").
3
<PAGE>
Borrower shall be permitted one First Partial Prepayment and one Second Partial
Prepayment on this note. Following the Second Partial Prepayment with respect to
this note, Lender will release a portion of the security as described in the
"Release of Security" provision of the Master Lien Instrument.
Borrower acknowledges and agrees that the Interest Rate hereunder shall
be modified if certain financial statements and other reports are not furnished
to Lender, all as described in more detail in the provision of the Master Lien
Instrument entitled "Financial Statements".
This note is secured by a lien instrument in multiple counterparts,
each of even date herewith executed by KOGER EQUITY, INC., a Florida corporation
to THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY or to JOHN S. SHOAF, JR. or
MICHAEL P. CUSICK, as Trustee for the benefit of THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY (the "Master Lien Instrument"), encumbering certain properties
situated in the following locations as more particularly described in the Master
Lien Instrument:
(i) Memphis, Shelby County, Tennessee;
(ii) San Antonio, Bexar County, Texas;
(iii) Austin, Travis County, Texas;
(iv) El Paso, El Paso County, Texas;
(v) St. Petersburg, Pinellas County, Florida;
(vi) Tallahassee, Leon County, Florida;
(vii) Greenville, Greenville County, South Carolina;
(viii) Jacksonville, Duval County, Florida;
(ix) Orlando, Orange County, Florida.
The Master Lien Instrument encumbers the Properties set forth in (i) through
(iv), above as a Deed of Trust and Security Agreement; and the Properties set
forth in (v) through (ix), above as a Mortgage and Security Agreement.
"Property" and "Properties" as used herein shall have the meaning ascribed to
them in the Master Lien Instrument. This Note will also be secured by a lien
instrument encumbering the so-called Oak Ridge Building in Shelby County,
Tennessee to be granted by Borrower to Lender on or about August, 1997.
Upon the occurrence of an Event of Default (as defined in the Master
Lien Instrument), the whole unpaid principal hereof and accrued interest shall,
at the option of Lender, to be exercised at any time thereafter, become due and
payable at once without notice, notice of the exercise of, and the intent to
exercise, such option being hereby expressly waived.
All parties at any time liable, whether primarily or secondarily, for
payment of indebtedness evidenced hereby, for themselves, their heirs, legal
4
<PAGE>
representatives, successors and assigns, respectively, expressly waive
presentment for payment, notice of dishonor, protest, notice of protest, and
diligence in collection; consent to the extension by Lender of the time of said
payments or any part thereof, further consent that the real or collateral
security or any part thereof may be released by Lender, without, except for such
release, in any way modifying, altering, releasing, affecting, or limiting their
respective liability, or the lien of the Master Lien Instrument; and agree to
pay reasonable attorneys' fees and expenses of collection in case this note is
placed in the hands of an attorney for collection or suit is brought hereon and
any attorneys' fees and expenses incurred by Lender to enforce or preserve its
rights under any of the Loan Documents in any bankruptcy or insolvency
proceeding.
Any principal, interest or other amounts payable under any of the Loan
Documents (as defined in the Master Lien Instrument), not paid when due (without
regard to any notice and/or cure provisions contained in any of the Loan
Documents), including principal becoming due by reason of acceleration by Lender
of the entire unpaid balance of this note, shall bear interest from the due date
thereof until paid at the Default Rate. As used herein, "Default Rate" means the
lower of a rate equal to the interest rate in effect at the time of the default
as herein provided plus 5% per annum or the maximum rate permitted by law.
No provision of this note shall require the payment or permit the
collection of interest, including any fees paid which are construed under
applicable law to be interest, in excess of the maximum permitted by law. If any
such excess interest is collected or herein provided for, or shall be
adjudicated to have been collected or be so provided for herein, the provisions
of this paragraph shall govern, and Borrower shall not be obligated to pay the
amount of such interest to the extent that it is in excess of the amount
permitted by law. Any such excess collected shall, at the option of Lender,
unless otherwise required by applicable law, be immediately refunded to Borrower
or credited on the principal of this note immediately upon Lender's awareness of
the collection of such excess.
If the maturity of this note is accelerated for any reason before the
due date stated, or in the event of voluntary or other prepayment by the
Borrower, including any prepayments of interest or fees, or in any other event,
earned interest may never include more than the maximum amount permitted by law,
computed from the date of each disbursement until payment, and any unearned
interest otherwise payable hereunder which is in excess of the maximum permitted
by law shall be canceled automatically as of the date of such acceleration or
prepayment or other such event and (if theretofore paid) shall at the option of
Lender, unless otherwise required by applicable law, be either refunded to the
Borrower or credited on the principal of this note provided that for purposes of
computing interest under this note, all sum or sums paid or payable to Lender,
in connection with the loan evidenced hereby, which constitute interest shall be
taken into account by amortizing, prorating, allocating and spreading such sum
or sums, in equal parts, throughout the period of the full stated term of the
loan, to the extent permitted by law. Any interest computation under this note
5
<PAGE>
shall be at not more than the maximum legal rate, it being the intention of the
parties hereto to conform strictly to all applicable laws of the State of
Wisconsin and of the United States of America now or hereafter in force, and in
the event it should be held that interest payable under this note is in excess
of the maximum permitted by such laws, the interest chargeable hereunder shall
be reduced to the maximum amount permitted by such laws.
Notwithstanding any provision contained herein or in the Master Lien
Instrument to the contrary, if Lender shall take action to enforce the
collection of the indebtedness evidenced hereby or secured by the Master Lien
Instrument or under any of the other Loan Documents (collectively, the
"Indebtedness"), its recourse shall, except as provided below, be limited to the
Properties or the proceeds from the sale of the Properties and the proceeds
realized by Lender in exercising its rights and remedies (i) under the Absolute
Assignment (as defined in the Master Lien Instrument), (ii) under separate
guarantees, if any, (iii) under any of the other Loan Documents (as defined in
the Master Lien Instrument) and (iv) in any other collateral securing the
Indebtedness. If such proceeds are insufficient to pay the Indebtedness, Lender
will never institute any action, suit, claim or demand in law or in equity
against Borrower for or on account of such deficiency; provided, however, that
the provisions contained in this paragraph
(i) shall not in any way affect or impair the validity or
enforceability of the Indebtedness or the Master Lien
Instrument to the extent provided herein; and
(ii) shall not prevent Lender from seeking and obtaining a judgment
against Borrower for personal liability for the Recourse
Obligations.
As used herein, the term "Recourse Obligations" means
(a) rents and other income from the Properties from and after the date
of any material default under the Loan Documents remaining uncured on
the date of the foreclosure sale of any Property pursuant to the Master
Lien Instrument or the conveyance of the Properties to Lender in lieu
of foreclosure, which rents and other income have not been applied to
the payment of principal and interest on this note or the Tranche A
Promissory Note or to reasonable operating expenses of the Properties,
(b) amounts necessary to repair any damage to the Properties caused by
the gross negligence or willful misconduct of Borrower or its agents,
(c) insurance loss and condemnation award proceeds released to Borrower
but not applied in accordance with any agreement between Borrower and
Lender as to their application,
6
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(d) damages suffered by Lender as a result of fraud or
misrepresentation in connection with the Indebtedness by Borrower or
any other person or entity acting on behalf of Borrower,
(e) amounts necessary to pay real estate taxes, special assessments and
insurance premiums with respect to the Properties (to the extent not
previously deposited with Lender by Borrower pursuant to the provisions
of the Master Lien Instrument following the caption entitled "Deposits
by Grantor") either paid by Lender and not reimbursed prior to, or
remaining due or delinquent on, either (i) the later of (A) the date on
which title vests in the purchaser at the foreclosure sale of the
Property pursuant to the Master Lien Instrument or (B) the date on
which Borrower's statutory right of redemption shall expire or be
waived or (ii) the date of the conveyance of the Properties to Lender
in lieu of foreclosure, and
(f) all outstanding amounts due under the Indebtedness, including
principal, interest and other charges if: (i) there is a violation of
the provision of the Master Lien Instrument entitled "Due on Sale";
(ii) Borrower shall file a voluntary petition for relief under the
federal bankruptcy code; (iii) an involuntary petition in bankruptcy
filed against Borrower shall remain undismissed for a period of sixty
(60) days; or (iv) Borrower shall become the subject of any
liquidation, receivership or other similar proceedings not dismissed
within sixty (60) days after filing.
KOGER EQUITY, INC., a Florida corporation
By: /s/ J. C. Teagle
Attest: /s/ Mary H. McNeal
(corporate seal)
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Exhibit (J) (3) (A)
THIS MASTER LIEN INSTRUMENT, Made as of the 16th day of December, 1996 between
KOGER EQUITY, INC., a Florida corporation, 3986 Boulevard Center Drive,
Jacksonville, FL 32207, herein (said Grantor/Trustor, whether one or more in
number) called "Grantor", and MICHAEL P. CUSICK, Four Forest Plaza, Suite 970,
12222 Merit Drive, Dallas, TX 75251-2234, herein called "Trustee", and THE
NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, a Wisconsin corporation, 720 E.
Wisconsin Avenue, Milwaukee, WI 53202, herein called "Beneficiary":
GRANTING CLAUSE
WITNESSETH, That Grantor, in consideration of the indebtedness herein mentioned,
does hereby irrevocably bargain, sell, grant, transfer, assign and convey unto
Trustee, in trust, with power of sale and right of entry and possession, the
following properties (herein collectively referred to as the "Properties" and
individually referred to as a "Property"):
A. The land described in Exhibits "A-1" through "A-10" attached
hereto and incorporated herein (the "Land") and all
appurtenances thereto; and
B. All buildings and improvements now existing or hereafter
erected thereon, all waters and water rights, all engines,
boilers, elevators and machinery, all heating apparatus,
electrical equipment, air-conditioning equipment, water and
gas fixtures, and all other fixtures of every description
belonging to Grantor which are or may be placed or used upon
the Land or attached to the buildings or improvements, all of
which, to the extent permitted by applicable law, shall be
deemed an accession to the freehold and a part of the realty
as between the parties hereto.
Except as expressly provided in the covenant hereof entitled "Due on Sale",
Grantor agrees not to sell, transfer, assign or remove anything described in B
above now or hereafter located on the Land without prior written consent from
Beneficiary unless (i) such action does not constitute a sale or removal of any
buildings or building improvements (except as provided in (y) below) or the sale
or transfer of waters or water rights and (x) in the case of personal property,
(a) such personal property is removed on a temporary basis for repairs in the
ordinary course of business; (b) such personal property is not reasonably
necessary or appropriate to the efficient use or operation of the Property; (c)
such personal property is consumed or worn out or has become obsolete and is
promptly replaced by Grantor with personal property of equal or greater value
and/or utility, unless replacement is not reasonably necessary or appropriate to
the efficient use of the Property; or (d) such personal property is actually
<PAGE>
replaced by Grantor with similar personal property of equal or greater value
and/or utility, or (y) in the case of tenant improvements, the removal thereof
is in the ordinary course of leasing office space which is a part of the
Property.
Without limiting the foregoing grants, Grantor hereby pledges to Beneficiary,
and grants to Beneficiary a security interest in, all of Grantor's present and
hereafter acquired right, title and interest in and to the Properties and any
and all
C. cash and other funds now or at any time hereafter deposited by
or for Grantor on account of tax, special assessment,
replacement or other reserves required to be maintained
pursuant to the Loan Documents (as hereinafter defined) with
Beneficiary or a third party, or otherwise deposited with, or
in the possession of, Beneficiary pursuant to the Loan
Documents; and
D. surveys, soils reports, environmental reports, guaranties,
warranties, architect's contracts, construction contracts,
drawings and specifications, applications, permits, surety
bonds and other contracts relating to the acquisition, design,
development, construction and operation of the Property to the
extent assignable in accordance with applicable agreements and
law; and
E. present and future rights to condemnation awards, insurance
proceeds or other proceeds at any time payable to or received
by Grantor on account of the Property or any of the foregoing
personal property.
All personal property hereinabove described is hereinafter referred to as the
"Personal Property".
SECURITY AGREEMENT CLAUSE
If any of the Properties are of a nature that a security interest therein can be
perfected under the Uniform Commercial Code, this instrument shall constitute a
security agreement and financing statement if permitted by applicable law and
Grantor agrees to join with Beneficiary in the execution of any financing
statements and to execute any other instruments that may be required for the
perfection or renewal of such security interest under the Uniform Commercial
Code.
<PAGE>
SECURING CLAUSE
TO HAVE AND TO HOLD the same unto Trustee for the purpose of securing:
(a) Payment to the order of Beneficiary of the indebtedness evidenced
by (i) the Tranche A Promissory Note of even date herewith executed by Grantor
for the principal sum of ONE HUNDRED MILLION FIVE HUNDRED THOUSAND DOLLARS, with
final maturity no later than January 1, 2007 and with interest as therein
expressed and (ii) the Tranche B Promissory Note of even date herewith executed
by Grantor for the principal sum of EIGHTY-NINE MILLION FIVE HUNDRED THOUSAND
DOLLARS, with final maturity no later than January 1, 2009 and with interest as
therein expressed (the Tranche A Promissory Note and Tranche B Promissory Note,
as such instruments may be amended, restated, renewed and extended, are
hereinafter collectively referred to as the "Note"), it being recognized that
the funds may not have been fully advanced as of the date hereof but may be
advanced in the future in accordance with the terms of the Loan Commitment (as
hereinafter defined); and
(b) Payment of all sums that may become due Beneficiary under the
provisions of, and the performance of each agreement of Grantor contained in,
the Loan Documents.
As used herein, "Loan Documents" means this instrument, the Note, that certain
Absolute Assignment of Leases and Rents of even date herewith between Grantor
and Beneficiary (the "Absolute Assignment"), that certain Certification of
Borrower of even date herewith, to the extent not inconsistent with the other
Loan Documents, that certain Application dated July 29, 1996 and acceptance
letter dated September 10, 1996 executed by Beneficiary (together, the "Loan
Commitment"), and any other agreement entered into by Grantor and delivered to
Beneficiary in connection with the indebtedness evidenced by the Note, except
for any separate environmental indemnity agreement, as any of the foregoing may
be amended from time to time.
DEFINITIONS CLAUSE
"Park" means any one of the ten office parks described by the consolidation of
the individual legal descriptions on any one of the exhibits entitled Exhibits
"A-1" through "A-10" attached hereto.
"Building" means each of the buildings located on the Land described in Exhibits
"A-1" through "A-10" attached hereto.
"Pool" means either of the Pool A Parks or the Pool B Parks.
"Pool A Parks" mean the Parks in the City of Memphis, Shelby County, Tennessee;
in the City of San Antonio, Bexar County, Texas; in the City of St. Petersburg,
Pinellas County, Florida; and in the City of Tallahassee, Leon County, Florida.
<PAGE>
"Pool B Parks" mean the Parks in the City of Austin, Travis County, Texas; in
the City of El Paso, El Paso County, Texas; in the City of Greenville,
Greenville County, South Carolina; in the City of Jacksonville, Duval County,
Florida; and in the City of Orlando, Orange County, Florida.
"Valuation" means the amount mutually agreed to by Grantor and Beneficiary or,
if such parties do not so mutually agree, upon the following appraisal procedure
which shall be initiated by Grantor by giving written notice to Beneficiary
which shall include its designation of an appraiser (the "First Appraiser").
Within twenty (20) days after the service of the notice designating the First
Appraiser, Beneficiary shall give written notice to Grantor designating the
second appraiser (the "Second Appraiser"). If the Second Appraiser is not so
designated within the time above specified, the appointment of the Second
Appraiser shall be made in the same manner as is hereinafter provided for the
appointment of the third appraiser (the "Third Appraiser") in the event the
First and Second Appraisers are unable to agree upon the Third Appraiser. The
First and Second Appraisers so designated or appointed shall meet within ten
(10) days after the Second Appraiser is appointed, and if, within thirty (30)
days after the Second Appraiser is appointed, the First and Second Appraisers do
not agree upon the Valuation, they shall appoint a Third Appraiser who shall be
a competent and impartial person. In the event of their being unable to agree
upon such appointment within ten (10) days after the time aforesaid, the Third
Appraiser shall be selected by Beneficiary and Grantor if they can agree thereon
within a further period of fifteen (15) days. If the parties do not agree, or if
for any reason the three appraisers have not been chosen within fifteen (15)
days after the expiration of the fifteen (15) day period referred to in the
immediately preceding sentence, either the Beneficiary or Grantor, on behalf of
both, may request such appointment by the presiding Judge of the United States
District Court for the District in which the Property is located. In the event
of the failure, refusal or inability of any appraiser to act, a new appraiser
shall be appointed in his stead, which appointment shall be made in the same
manner as hereinbefore provided for the appointment of such appraiser so
failing, refusing or being unable to act. Grantor shall pay the fees and
expenses of all appraisers. Any appraiser designated to serve in accordance with
the provisions of this Agreement shall be qualified to appraise the type of
property being appraised in the County and State in which the Park in question
is located, shall be a member of the Appraisal Institute (or any successor
association or body of comparable standing if such Institute is not then in
existence) and shall have been actively engaged in the appraisal of real estate
in the County (set forth above) for a period of not less than ten (10) years
immediately preceding its appointment. The Appraisers shall determine the
Valuation, provided, however, no value shall be attributed to good will. The
Appraisers may employ such independent counsel and accountants, unaffiliated
with Beneficiary or Grantor as any two of the three appraisers shall determine
to be necessary or advisable to assist them in carrying out their duties
hereunder. The fees and expenses of such counsel and accountants shall be borne
by Grantor. A decision joined in by two of the three appraisers shall be the
decision of the appraisers. In the event no two appraisers can agree, the
decision of the Third Appraiser shall be conclusive. After reaching a decision,
the appraisers shall give written notice thereof to Beneficiary and Grantor.
<PAGE>
A violation of any of the Financial Covenants provided for in Paragraph 9 of the
Loan Commitment will cause a default under the terms and conditions of any of
the Loan Documents.
NOTHING CONTAINED HEREIN IS INTENDED TO CONSTITUTE AN ALLOCATION OF SECURITY FOR
PURPOSES OF BENEFICIARY'S REMEDIES; AND GRANTOR AGREES THAT UNTIL THE RELEASE OF
SECURITY PURSUANT TO THE TERMS HEREOF, ALL OF THE PROPERTY SECURES THE TRANCHE A
PROMISSORY NOTE AND THE TRANCHE B PROMISSORY NOTE.
TO PROTECT THE SECURITY OF THIS DEED OF TRUST, GRANTOR REPRESENTS, COVENANTS AND
AGREES AS SET FORTH BELOW:
Payment of Debt. Grantor agrees to pay the indebtedness hereby secured (the
"Indebtedness") promptly and in full compliance with the terms of the Loan
Documents.
Ownership. Grantor represents that it owns the Properties and has good and
lawful right to convey the same and that the Properties are free and clear from
any and all encumbrances whatsoever, except as appears in the title evidence
accepted by Beneficiary. Grantor does hereby forever warrant and shall forever
defend the title and possession thereof against the lawful claims of any and all
persons whomsoever.
Maintenance of Property and Compliance with Laws. Grantor agrees to keep the
buildings and other improvements now or hereafter erected on the Land in good
condition and repair; not to commit or suffer any waste; to comply with all
laws, rules and regulations affecting the Properties with which the failure to
comply would have a material adverse effect on any Building; and to permit
Beneficiary to enter at all reasonable times and upon 24 hours prior notice for
the purpose of inspection and of conducting, in a reasonable and proper manner,
such tests to be conducted at Beneficiary's expense, except as otherwise
provided for in any separate environmental indemnity agreement as Beneficiary
determines to be necessary in order to monitor Grantor's compliance with
applicable laws and regulations regarding hazardous materials affecting the
Properties.
Notwithstanding the foregoing, the Grantor is not required to restore or repair
buildings or improvements to the extent insurance proceeds or condemnation
awards are not made available by the Beneficiary to the Grantor for such purpose
but are instead used by Beneficiary to repay a portion of the balance of the
Note. If Grantor is not required to restore or repair the damaged or taken
property in accordance with the immediately preceding sentence, it shall (i) for
any partially destroyed or taken building or improvements secure and enclose the
remaining portion of the building or improvements so as to make such remaining
portions of such building or improvements reasonably usable to the extent
practical and (ii) for any building or improvements which are substantially or
totally destroyed demolish such remaining building or improvements and rough
grade and landscape the applicable portion of the Lane in accordance with the
requirements of applicable governmental authorities so that the remaining
<PAGE>
portion of such destroyed building or improvements do not present a safety
hazard or detract from the overall scenic surroundings of the applicable Park.
Insurance. Grantor agrees to keep the Properties insured for the protection of
Beneficiary in such manner and in such amounts and in such companies as
Beneficiary may from time to time approve, and to keep the policies or
certificates therefor, properly endorsed, on deposit with Beneficiary; that
insurance loss proceeds (less expenses of collection) shall, at Beneficiary's
option, be applied on the Indebtedness, whether due or not, or to the
restoration of the Properties, or be released to Grantor, but such application
or release shall not cure or waive any default under any of the Loan Documents.
If Beneficiary elects to apply the insurance loss proceeds on the Indebtedness,
no prepayment privilege fee shall be due on the amount of proceeds so applied.
Notwithstanding the immediately preceding paragraph, Beneficiary agrees that if
the insurance loss proceeds are less than $500,000 (increased by 3% per year
from the date hereof) for any one casualty, such proceeds will be released to
Grantor for reasonable restoration of the Property (which, for purposes of this
provision includes rebuilding or replacement such that the Valuation of
applicable Property is not diminished) and the other provisions of this covenant
shall not be applicable, provided, however, insurance loss proceeds under this
paragraph shall not be released to Grantor if Beneficiary has previously
released insurance loss proceeds to Grantor and the applicable Property has not
been so restored.
Notwithstanding the two immediately preceding paragraphs, Beneficiary agrees
that if there then exists no Event of Default under any Loan Document and if the
insurance loss proceeds are $500,000 or more (increased by 3% per year from the
date hereof) but less than the unpaid principal balance of the Note and if the
casualty occurs prior to the last three years of the term of the Note, then the
insurance loss proceeds (less expenses of collection) shall be applied to
restoration of the Property to its condition prior to the casualty, subject to
satisfaction of the following conditions:
(a) There is no existing Event of Default at the time of casualty,
and if there shall occur any Event of Default after the date
of the casualty, Beneficiary shall have no further obligation
to release insurance loss proceeds hereunder.
(b) The casualty insurer has not denied liability for payment of
insurance loss proceeds as a result of any act, neglect, use
or occupancy of the Property by Grantor or any tenant of the
Property.
(c) Beneficiary shall be satisfied that that the amount necessary
to complete the restoration of the Property is available from
all insurance loss proceeds so held, together with
supplemental funds which Grantor commits to make available to
such restoration and agrees to fund prior to the disbursement
of any insurance proceeds. Any remaining insurance loss
<PAGE>
proceeds may, at the option of Beneficiary, be applied on the
Indebtedness, whether or not due, or be released to Grantor.
(d) If required by Beneficiary, Beneficiary shall be furnished a
satisfactory report addressed to Beneficiary from an
environmental engineer or other qualified professional
satisfactory to Beneficiary to the effect that no adverse
environmental impact to the Property resulted from the
casualty or, if any such impact has resulted, that the same
has been corrected to Beneficiary's satisfaction.
(e) Beneficiary shall release casualty insurance proceeds as
restoration of the Property progresses provided that
Beneficiary is furnished satisfactory evidence of the costs of
restoration and if, at the time of such release, there shall
exist no Event of Default under the Loan Documents. In
addition, (i) the drawings and specifications for the
restoration shall be approved by Beneficiary in writing prior
to commencement of the restoration, and (ii) Beneficiary shall
receive an administration fee equal to 1% of the cost of
restoration.
(f) Prior to each release of funds, Grantor shall obtain for the
benefit of Beneficiary an endorsement to Beneficiary's title
insurance policy insuring against any liens arising from the
restoration.
(g) Grantor shall pay all costs and expenses incurred by
Beneficiary, including, but not limited to, outside legal
fees, title insurance costs, third-party disbursement fees,
third-party engineering reports and inspections deemed
necessary by Beneficiary.
(h) All applicable reciprocal easement and operating
agreements, if any, shall remain in full force and effect
between the parties thereto on and after restoration of the
Property.
(i) Beneficiary shall be satisfied that the operating income from
the buildings not destroyed plus loss of rents insurance
proceeds will be sufficient to cover the annual debt service
under all indebtedness secured by the Property at least 1.3
times.
(j) All leases of more than 10,000 rentable square feet in effect
at the time of the casualty with tenants who have entered into
Beneficiary's form of Non- Disturbance and Attornment
Agreement or similar agreement shall remain in full force and
each tenant thereunder shall be obligated, or shall elect, to
continue the lease term at full rental (subject only to
abatement, if any, during any period in which the Property or
a portion thereof shall not be used and occupied by such
tenant as a result of the casualty) or, in the alternative, a
replacement tenant(s) approved by Beneficiary have entered
into an approved lease(s) for such space.
<PAGE>
If a casualty as described in the preceding paragraph damages more than one
Building and one or more of the damaged Buildings satisfies the conditions of
(a) through (j) above (each a "Qualifying Building") and one or more of the
damaged Buildings does not satisfy the conditions of (a) through (j) above (a
"Non - Qualifying Building"), insurance loss proceeds allocated by Beneficiary
shall be applied to restoration of each Qualifying Building, as provided in the
preceding paragraph. Such allocation of insurance proceeds by Beneficiary shall
be made in the same ratio that the aggregate net rentable square feet of each
Qualifying Building bears to the sum of the aggregate net rentable square feet
of each Qualifying Building plus the aggregate net rentable square feet of each
Non - Qualifying Building.
Condemnation. Grantor hereby assigns to Beneficiary (i) any award and any other
proceeds resulting from damage to, or the taking of, all or any portion of any
Property in connection with condemnation proceedings or the exercise of any
power of eminent domain and (ii) the proceeds from any sale or transfer in lieu
thereof (less expenses of collection), which shall be applied to restoration of
the affected Property, subject to the provisions stated above for application of
insurance loss proceeds and subject to the further condition that restoration or
replacement of the improvements on the Land to their functional and economic
utility prior to such damage or taking be possible within the Park in which such
taking occurred. Any portion of such award and proceeds not applied to
restoration shall, at Beneficiary's option, be applied on the Indebtedness,
whether due or not, or be released to Grantor, but such application or release
shall not cure or waive any default under any of the Loan Documents. If
Beneficiary elects to apply the condemnation award and proceeds on the
Indebtedness, no Prepayment Fee shall be due on the amount of award or proceeds
so applied.
Taxes and Special Assessments. Grantor agrees to pay before delinquency all
taxes and special assessments of any kind that have been or may be levied or
assessed against the Properties, this instrument, the Note or the Indebtedness,
or upon the interest of Trustee or Beneficiary in the Properties, this
instrument, the Note or the Indebtedness, and to procure and deliver to
Beneficiary a copy of the official receipt of the proper officer showing timely
payment of all such taxes and assessments; provided, however, that Grantor shall
not be required to pay any such taxes or special assessments if the amount,
applicability or validity thereof shall currently be contested in good faith by
appropriate proceedings and funds sufficient to satisfy the contested amount
have been deposited in an escrow satisfactory to Beneficiary or paid to the
taxing authority.
Personal Property. With respect to the Personal Property, Grantor hereby
represents, warrants and covenants as follows:
(a) Except for the security interest granted hereby, Grantor is, and as
to portions of the Personal Property to be acquired after the date hereof will
be, the sole owner of the Personal Property, free from any lien, security
interest, encumbrance or adverse claim thereon of any kind whatsoever subject,
however, to the rights of any tenants under their leases. Grantor shall notify
Beneficiary of, and shall indemnify and defend Beneficiary and the Personal
<PAGE>
Property against, all claims and demands of all persons at any time claiming the
Personal Property or any part thereof or any interest therein.
(b) Except as otherwise provided above, Grantor shall not lease, sell,
convey or in any manner transfer the Personal Property without the prior consent
of Beneficiary.
(c) Grantor maintains a place of business at the address set forth in
the first paragraph of this instrument, and Grantor shall immediately notify
Beneficiary in writing of any change in its place of business.
(d) At the request of Beneficiary, Grantor shall join Beneficiary in
executing one or more financing statements and continuations and amendments
thereof pursuant to the Uniform Commercial Code of the jurisdiction in which the
Property is located in form satisfactory to Beneficiary, and Grantor shall pay
the cost of filing the same in all public offices wherever filing is deemed by
Beneficiary to be necessary or desirable.
Other Liens. Grantor agrees to keep the Properties free from all other mortgage
liens and from all liens prior to the lien created hereby. The creation of any
other mortgage lien, whether or not prior to the lien created hereby, the
creation of any prior lien on or the assignment or pledge by Grantor of its
revocable license to collect, use and enjoy rents and profits from the
Properties shall constitute a default under the terms of this instrument. The
term "mortgage" includes a mortgage, deed of trust, deed to secure debt or any
other security interest in the Property.
Leases. Grantor represents and warrants that there is no assignment or pledge of
any leases of, or rentals or income from, the Properties now in effect; and
covenants that, until the Indebtedness is fully paid, it (i) shall not make any
such assignment or pledge to anyone other than Beneficiary and (ii) shall not,
unless expressly permitted under another provision in this instrument, make any
assignment or pledge to anyone of its hereinafter described revocable license to
collect, use and enjoy the rents and profits.
In consideration of the Indebtedness, Grantor, pursuant to the Absolute
Assignment, has assigned to Beneficiary all of Grantor's right, title and
interest in said leases, including Grantor's right to collect, use and enjoy the
rents and profits therefrom. Beneficiary has, in the Absolute Assignment,
granted to Grantor a license to collect, use and enjoy said rents and profits.
Such license is revocable by Beneficiary pursuant to the terms of the Absolute
Assignment.
Costs, Fees and Expenses. Grantor agrees to pay all costs, fees and expenses of
this trust; to appear in and defend any action or proceeding purporting to
affect the security hereof or the rights or powers of Beneficiary or Trustee
hereunder; to pay all costs and expenses, including the cost of obtaining
evidence of title and reasonable attorney's fees, incurred in connection with
any such action or proceeding; and to pay any and all attorney's fees and
expenses of collection and enforcement in the event the Note is placed in the
hands of an attorney for collection, enforcement of any of the Loan Documents is
undertaken or suit is brought thereon.
<PAGE>
Failure of Grantor to Act. If Grantor shall fail to make any payment or do any
act as herein provided, Beneficiary or Trustee may, without obligation so to do,
without notice to or demand upon Grantor and without releasing Grantor from any
obligation hereof: (i) make or do the same in such manner and to such extent as
Beneficiary may deem necessary to protect the security hereof, Beneficiary or
Trustee being authorized to enter upon the Properties for such purpose; (ii)
appear in and defend any action or proceeding purporting to affect the security
hereof, or the rights or powers of Beneficiary or Trustee; (iii) pay, purchase,
contest or compromise any encumbrance, charge or lien which in the judgment of
Beneficiary is prior or superior hereto; and (iv) in exercising any such powers,
pay necessary expenses, employ counsel and pay its reasonable fees. Sums so
expended shall be payable by Grantor immediately upon demand with interest from
date of expenditure at the Default Rate (as defined in the Note). All sums so
expended by Beneficiary and the interest thereon until paid shall be included in
the Indebtedness and secured by the lien of this instrument.
Event of Default. Any default by Grantor in making any required payment of the
Indebtedness or any default in any provision, covenant, agreement or warranty
contained in any of the Loan Documents shall, except as provided in the two
immediately succeeding paragraphs, constitute an "Event of Default".
Notice of Default. A default in any payment required in the Note or any other
Loan Document (a "Monetary Default") shall not constitute an Event of Default
unless Beneficiary shall have given a written notice of such Monetary Default to
Grantor and Grantor shall not have cured such Monetary Default by payment of all
amounts in default (including payment of interest at the Default Rate, as
defined in the Note, from the date of default to the date of cure on amounts
owed to Beneficiary) within five (5) business days after the date on which
Beneficiary shall have given such notice to Grantor.
Any other default under the Note or under any other Loan Document (a
"Non-Monetary Default") shall not constitute an Event of Default unless
Beneficiary shall have given a written notice of such Non-Monetary Default to
Grantor and Grantor shall not have cured such Non-Monetary Default within thirty
(30) days after the date on which Beneficiary shall have given such notice of
default to Grantor (or, if the Non-Monetary Default is not curable within such
30-day period, Grantor shall not have diligently undertaken and continued to
pursue the curing of such Non-Monetary Default and deposited an amount
sufficient to cure such Non-Monetary Default in an escrow account satisfactory
to Beneficiary).
For purposes of this provision, written notice may be delivered personally or
sent by certified mail or reputable courier service with charges prepaid, by
telecopier or by such other method whereby the receipt thereof may be confirmed.
Notice shall be deemed given on the date received. Any notice which is rejected,
the acceptance of which is refused or which is incapable of being delivered for
any reason shall be deemed received as of the date of attempted delivery.
In no event shall the notice and cure period provisions recited above constitute
a grace period for the purposes of commencing interest at the Default Rate (as
defined in the Note).
<PAGE>
Substitution of Trustee. Beneficiary and its successors and assigns may for any
reason and at any time appoint a new or substitute Trustee by written
appointment delivered to such new or substitute Trustee without notice to
Grantor, without notice to, or the resignation or withdrawal by, the existing
Trustee and without recordation of such written appointment unless notice or
recordation is required by the laws of the jurisdiction in which the Properties
are located. Upon delivery of such appointment, the new or substitute Trustee
shall be vested with the same title and with the same powers and duties granted
to the original Trustee.
Appointment of Receiver. Upon commencement of any proceeding to enforce any
right under this instrument, including foreclosure thereof, Beneficiary (without
limitation or restriction by any present or future law, without regard to the
solvency or insolvency at that time of any party liable for the payment of the
Indebtedness, without regard to the then value of any Property, whether or not
there exists a threat of imminent harm, waste or loss to any Property and
whether or not the same shall then be occupied by the owner of the equity of
redemption as a homestead) shall have the absolute right to the appointment of a
receiver of the Properties and of the revenues, rents, profits and other income
therefrom, and said receiver shall have (in addition to such other powers as the
court making such appointment may confer) full power to collect all such income
and, after paying all necessary expenses of such receivership and of operation,
maintenance and repair of said Properties, to apply the balance to the payment
of any of the Indebtedness then due.
Foreclosure. Upon the occurrence of an Event of Default, the entire unpaid
Indebtedness shall, at the option of Beneficiary, become immediately due and
payable for all purposes without any notice or demand, except as required by law
(ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION BEING HEREBY EXPRESSLY WAIVED),
and Beneficiary may, in addition to exercising any rights it may have with
respect to the Personal Property under the Uniform Commercial Code of the
jurisdiction in which the Properties are located, institute proceedings in any
court of competent jurisdiction to foreclose this instrument as a mortgage, or
to enforce any of the covenants hereof, or Trustee or Beneficiary may, either
personally or by agent or attorney in fact, enter upon and take possession of
the Properties and may manage, rent or lease the Properties or any portion
thereof upon such terms as Beneficiary may deem expedient, and collect, receive
and receipt for all rentals and other income therefrom and apply the sums so
received as hereinafter provided in case of sale. Trustee is hereby further
authorized and empowered, either after or without such entry, to sell and
dispose of the Properties en masse or in separate parcels (as Trustee may think
best), and all the right, title and interest of Grantor, by advertisement or in
any manner provided by the laws of the jurisdiction in which the Property is
located, (GRANTOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH
SALE), and to issue, execute and deliver a deed of conveyance, all as then may
be provided by law; and Trustee shall, out of the proceeds or avails of such
sale, after first paying and retaining all fees, charges, costs of advertising
any Property and of making said sale, and attorney's fees as herein provided,
pay to Beneficiary or the legal holder of the Indebtedness the amount thereof,
including all sums advanced or expended by Beneficiary or the legal holder of
the Indebtedness, with interest from date of advance or expenditure at the
Default Rate (as defined in the Note), rendering the excess, if any, as provided
by law; such sale or sales and said deed or deeds so made shall be a perpetual
<PAGE>
bar, both in law and equity, against Grantor and the heirs, successors and
assigns of Grantor, and all other persons claiming the Properties aforesaid, or
any part thereof by, from, through or under Grantor. The legal holder of the
Indebtedness may purchase the Properties or any part thereof, and it shall not
be obligatory upon the purchasers at any such sale to see to the application of
the purchase money.
In addition to the above remedies, it is agreed that upon the occurrence of an
Event of Default, Beneficiary may, at its option, without demand or notice,
request the Trustee, and the Trustee shall be, and is hereby authorized and
empowered to proceed with foreclosure and sale of any Property by advertisement
or in any manner provided by the laws of the state in which the Property is
located in satisfaction of the item in default as if under a full foreclosure,
but without declaring the unmatured portion of the Indebtedness due; such sale
shall be made subject to the unmatured portion of the Indebtedness and it is
agreed that such sale shall not in any manner affect the unmatured portion of
the Indebtedness, but as to such unmatured portion, this instrument shall remain
in full force and effect just as though no sale had been made under the
provisions of this paragraph and it is further agreed that several sales may be
made without exhausting the right of sale for any unmatured portion of the
Indebtedness or for any future breach of the covenants, conditions or
stipulations set out herein.
Appraisement, Stay and Redemption Laws. To the extent permitted by applicable
law, Grantor expressly waives and relinquishes the benefit of all laws now
existing or that may hereafter be enacted providing for any appraisement before
sale of any of the Properties, commonly known as Appraisement Laws, and also the
benefit of all laws that may hereafter be enacted in any way extending the time
for the enforcement or the collection of the Indebtedness, or creating or
extending a period for redemption from any sale made to collect the
Indebtedness, commonly known as Stay Laws and Redemption Laws.
Due on Sale. The present ownership and management of the Properties is a
material consideration to Beneficiary in making the loan secured by this
instrument, and Grantor shall not convey or enter into any contract to convey
(land contract/installment sales contract/contract for deed) title to all or any
part of the Properties (other than office leases located on the Property),
except as provided in the provisions entitled "Partial Releases" and "Property
Substitution" set forth herein. Any violation of this provision shall constitute
a default under the terms of this instrument.
Notwithstanding the foregoing, a default will not occur if Grantor mergers with,
or is consolidated with, another entity provided the successor to Grantor shall
have entered into and agreed to be bound by all of Grantor's obligations under
the Loan Documents and the Environmental Indemnity Agreement of even date
herewith.
Financial Statements. Grantor agrees to furnish to Beneficiary, at Grantor's
expense and within ninety (90) days after the close of each fiscal year
("Financial Statements Due Date"), annual audited financial statements on the
<PAGE>
Grantor in form and substance currently required to be filed on Form 10-K for
annual reports pursuant to section 13 or 15(d) of the Securities Exchange Act of
1934 for which no other form is prescribed (the "Company Statements"). The
Company Statements shall be prepared in accordance with generally accepted
accounting principles and shall be audited by an independent certified public
accountant acceptable to Beneficiary (Beneficiary hereby approves the firms
commonly known as "Big Six").
In addition to the Company Statements, Grantor agrees to furnish to Beneficiary
annual financial statements on each Property in the form attached to the Loan
Commitment as Exhibit D for each Park and all Parks in the aggregate including
(a) a statement of operations with a detailed line item breakdown
of all operating expenses, capitalized costs associated with
tenant improvements, lease commissions and capital
improvements.
Grantor agrees to furnish to Beneficiary for (i) each Building, (ii) each Park
and (iii) all Parks in the aggregate
(b) a current rent roll in the form attached to the Loan
Commitment as Exhibit E (the "Rent Roll);
(c) if requested by Beneficiary, a report detailing cost
reimbursements to tenants, options and other major variations
from standard form leases (collectively referred to herein as
the "Property Statements").
The Property Statements shall be certified as to the accuracy and completeness
of the applicable information and be signed by either a Chief Executive Officer,
Chief Financial Officer or Chief Accounting Officer of Grantor (the
"Certification"). In addition, Grantor shall furnish to Beneficiary 10K and 10Q
reports at the time they are submitted to the Securities and Exchange
Commission. At the time the 10K and 10Q reports are submitted to Beneficiary,
Grantor shall also forward its computation of the calculations required under
the "Financial Covenants" along with a Certification verifying compliance with
such covenants. Grantor acknowledges that Beneficiary requires the Company
Statements and Property Statements (collectively, the "Financials"), Rent Roll
and Certification in order to record accurately the value of the Property for
financial and regulatory reporting.
If Grantor does not furnish, or cause to be furnished, the Financials, Rent Roll
and Certification to Beneficiary by the Financial Statements Due Date, within 30
days after Beneficiary shall have given written notice to Grantor that the
Financials, Rent Roll and/or Certification have not been received as required,
(x) interest on the unpaid principal balance of the Indebtedness shall
as of the Financial Statements Due Date, accrue and become payable at a
<PAGE>
rate equal to the sum of the Interest Rate (as defined in the Note)
plus one percent (1%) per annum (the "Increased Rate"); and
(y) Beneficiary may elect to obtain an independent appraisal and audit
of the Property at Grantor's expense, and Grantor agrees that it will,
upon request, promptly make Grantor's books and records regarding the
Property available to Beneficiary and the person(s) performing the
appraisal and audit (which obligation Grantor agrees can be
specifically enforced by Beneficiary).
The amount of the payments due under the Note during the time in which the
Increased Rate shall be in effect shall be changed to an amount which is
sufficient to amortize the then unpaid principal balance at the Increased Rate
during the then remaining portion of a period of 25 years commencing with the
Amortization Period Commencement Date (as defined in the Note). Interest shall
continue to accrue and be due and payable monthly at the Increased Rate until
the Financials, Rent Roll and Certification shall be furnished to Beneficiary as
required. Commencing on the date on which the Financials, Rent Roll and
Certification are received by Beneficiary, interest on the unpaid principal
balance shall again accrue at the Interest Rate and the payments due during the
remainder of the term of the Note shall be changed to an amount which is
sufficient to amortize the then unpaid principal balance at the Interest Rate
during the then remaining portion of a period of 25 years commencing with the
Amortization Period Commencement Date. Notwithstanding the foregoing,
Beneficiary shall have the right to conduct an independent audit at its own
expense at any time.
Notwithstanding the above, the Financial Statements Due Date may be extended up
to sixty (60) days if Grantor receives an extension from the Securities and
Exchange Commission for filing of its annual report of Form 10K.
Property Substitution. Provided there is then no default under any Loan Document
and upon prior written request from Grantor, Beneficiary shall not withhold its
consent to the addition of a property and concurrent release of a property for
which it is substituted ("Substitution") provided:
(i) the property to be released and the property to be substituted are
whole office Parks;
(ii) the substituted Park is of equal or higher Valuation than the Park
being released;
(iii) the substituted Park is at least 90% leased with net rents equal
to or greater than the net rents of the Park being withdrawn;
(iv) Grantor has the same ownership interest in the substituted Park as
in the Park to be released;
(v) the substituted Park satisfies all of the conditions of the Loan
Commitment which would have been satisfied if the Park was part of the
original property;
<PAGE>
(vi) the Substitutions will be limited to not more than one Park per
calendar year, and not more than three Parks prior to the Maturity Date
of the Tranche B Promissory Note;
(vii) the request for the Substitution is made prior to the last two
(2) years of the term of (i) the Tranche A Promissory Note in the case
of a Pool A Park and (ii) the Tranche B Promissory Note in the case of
a Pool B Park.
If Grantor shall make a Substitution, Beneficiary shall be paid a fee equal to
(i) .50% of the Valuation of the Park being released if the Park being withdrawn
is located in El Paso, Texas, Orlando, Florida or San Antonio, Texas, or (ii)
.75% of the Valuation of the Park being released for any other Park being
withdrawn. At the time of the Substitution, no modification of the interest rate
or repayment terms of the Note will be required.
Right of First Offer Involving Other Property. Beneficiary shall have the right
of first offer involving the properties described in Exhibit "C" (the "Vacant
Land") attached hereto and incorporated herein by this reference (provided,
however, this provision shall not apply to Vacant Land located in a Park that
has been substituted or released from the lien hereof) for (i) the purchase of
any Vacant Land prior to Grantor selling such Vacant Land, and (ii) for mortgage
loan financing for any future mortgage loan prior to Grantor obtaining
construction or permanent financing of improvements erected or to be erected on
any Vacant Land.
Grantor shall submit to Beneficiary written notice of its intent to seek to sell
or obtain mortgage financing together with sufficient documentation (if for sale
of vacant land: any proposed sales package, plat or survey, number of acres,
current zoning, availability of utilities and latest real estate tax notice; if
for such financing to cover development, the aforementioned items plus:
development specifications, construction budget and stabilized pro-forma) to
permit evaluation and underwriting. Beneficiary shall have thirty (30) days from
the date such notice and documentation is delivered within which to respond
thereto (the "Offer Period").
In the event that (a) Beneficiary does not respond or otherwise declines to
exercise this right of first offer within the Offer Period, or (b) Grantor
declines Beneficiary's proposal for such sale or mortgage financing, as the case
may be, Grantor shall be free for a period of twelve (12) months from the
expiration of the Offer Period to enter into any contract or contracts for the
sale or mortgage financing of such parcel of Vacant Land as it shall determine
in its sole discretion.
Beneficiary's refusal to offer to purchase or provide mortgage financing shall
not be deemed to be a waiver by Beneficiary of its right of first refusal to
purchase or provide mortgage financing for other portions of the Vacant Land or
to purchase or provide mortgage financing for the Vacant Land if Grantor is
unsuccessful in procuring from another source that sale or such financing which
was previously offered to Beneficiary in accordance with the above procedure.
Partial Releases. Upon written request from Grantor, Beneficiary will release
from the lien of this instrument either the specific Parks located in Pool A
<PAGE>
designated by Grantor in the case of the Tranche A Promissory Note or the
specific Parks located in Pool B designated by Grantor in the case of the
Tranche B Promissory Note, provided there is then no default in any of the Loan
Documents and subject to satisfaction of the following conditions:
1) Grantor has prepaid fifty percent (50%) of the principal of
the Tranche A Promissory Note or the Tranche B Promissory Note
as permitted pursuant to the First Partial Prepayment (as
defined in the Note) and/or the Second Partial Prepayment (as
defined in the Note);
2) No other Property (other than in connection with a
Substitution hereunder) in such Pool has been released;
3) Remaining portions of the Properties in both Pools have a debt
service coverage of not less than 1.4 for the Indebtedness;
and
4) The Valuation of the Parks being released does not exceed
33-1/3% of the amount of the Valuation of all Parks in the
respective Pool.
Full Release. Upon payment in full of the Tranche A Promissory Note (including
the applicable prepayment fee described therein), the Pool A Parks will be
released from the lien hereof and, upon payment in full of the Tranche B
Promissory Note (including the applicable prepayment fee described therein), the
Pool B Parks will be released from the lien hereof.
Deposits by Grantor. To assure the timely payment of real estate taxes and
special assessments, Beneficiary shall have the option upon the occurrence of an
Event of Default to require Grantor to deposit funds with Beneficiary, in
monthly or other periodic installments in amounts estimated by Beneficiary from
time to time sufficient to pay real estate taxes and special assessments as they
become due. If at any time the funds so held by Beneficiary, or in such other
account, shall be insufficient to pay any of said expenses, Grantor shall, upon
receipt of notice thereof, immediately deposit such additional funds as may be
necessary to remove the deficiency. All funds so deposited shall be irrevocably
appropriated to Beneficiary to be applied to the payment of such real estate
taxes and special assessments and, at the option of Beneficiary after an Event
of Default, the Indebtedness then due, by acceleration or otherwise.
Notwithstanding the above, upon the occurrence of an Event of Default,
Beneficiary shall, so long as no delinquency would occur, cooperate with Grantor
to attain payment discounts available to Grantor and permit Grantor to contest
the amount of such taxes.
Modification of Terms. Without affecting the liability of Grantor or any other
person (except any person expressly released in writing) for payment of the
Indebtedness or for performance of any obligation contained herein and without
affecting the rights of Beneficiary with respect to any security not expressly
released in writing, Beneficiary may, at any time and from time to time, either
before or after the maturity of the Note, without notice or consent: (i) release
<PAGE>
any person liable for payment of all or any part of the Indebtedness or for
performance of any obligation; (ii) make any agreement extending the time or
otherwise altering the terms of payment of all or any part of the Indebtedness,
or modifying or waiving any obligation, or subordinating, modifying or otherwise
dealing with the lien or charge hereof; (iii) exercise or refrain from
exercising or waive any right Beneficiary may have; (iv) accept additional
security of any kind; (v) release or otherwise deal with any property, real or
personal, securing the Indebtedness, including all or any part of the
Properties.
Exercise of Options. Whenever, by the terms of this instrument, of the Note or
any of the other Loan Documents, Beneficiary is given any option, such option
may be exercised when the right accrues, or at any time thereafter, and no
acceptance by Beneficiary of payment of Indebtedness in default shall constitute
a waiver of any default then existing and continuing or thereafter occurring.
Nature and Succession of Agreements. Each of the provisions, covenants and
agreements contained herein shall inure to the benefit of, and be binding on,
the heirs, executors, administrators, successors, grantees, lessees and assigns
of the parties hereto, respectively, and the term "Beneficiary" shall include
the owner and holder of the Note.
Legal Enforceability. No provision of this instrument, the Note or any other
Loan Documents shall require the payment of interest or other obligation in
excess of the maximum permitted by law. If any such excess payment is provided
for in any Loan Documents or shall be adjudicated to be so provided, the
provisions of this paragraph shall govern and Grantor shall not be obligated to
pay the amount of such interest or other obligation to the extent that it is in
excess of the amount permitted by law.
Limitation of Liability. Notwithstanding any provision contained herein to the
contrary, the personal liability of Grantor shall be limited as provided in the
Note.
Captions. The captions contained herein are for convenience and reference only
and in no way define, limit or describe the scope or intent of, or in any way
affect this instrument.
Governing Law. The laws of the State named in the upper left-hand corner of the
cover page of this Master Lien Instrument shall govern and control the
interpretation of this Master Lien Instrument and the rights, obligations,
duties and liabilities of the parties hereto.
Incorporation by Reference. The state riders to this Master Lien Instrument
attached hereto as Exhibits "B-1" through "B-3" are an integral part hereof and
are incorporated herein by this reference.
IN WITNESS WHEREOF, this instrument has been executed by the Grantor as of the
day and year first above written.
KOGER EQUITY, INC., a Florida
<PAGE>
Signed in presence of: corporation
/s/ Deborah L. Goodman By: /s/ J. C. Teagle, Exec. Vice Pres.
J.C. Teagle
/s/ Eva M. Mosley 3986 Boulevard Center Drive
Jacksonville, FL 32207
(Print name & address above)
Attest: /s/ Mary H. McNeal
Mary H. McNeal
(corporate seal) 3986 Boulevard Center Drive
Jacksonville, FL 32207
(Print name & address above)
<PAGE>
STATE OF Georgia )
)ss.
COUNTY OF Camden )
The foregoing instrument was acknowledged before me this 17 day of December,
1996, by J. C. Teagle and Mary H. McNeal , as
Vice President and Assistant Secretary, of KOGER EQUITY, INC., a Florida
corporation, on behalf of the corporation. They are personally known to me or
have produced Drivers Licenses as identification and did take an oath.
NOTARY PUBLIC:
Signature /s/ Wendy H. Martin
Wendy H. Martin
Name (typed or printed)
State of Georgia at Large
My Commission Expires:
January 26, 1998
This instrument was prepared by Paul E. McElwee, Attorney, for The Northwestern
Mutual Life Insurance Company, 720 East Wisconsin Avenue, Milwaukee, WI 53202.
<PAGE>
EXHIBIT "A-1"
Description of Property located in the
County of Shelby, State of Tennessee
PARCEL I: (PARKWAY BLDG) 8001 Centerview Parkway, Memphis, TN 38018
Tax Parcel No. 091-114-001
All that certain tract or parcel located, situated, and being in the Second
Civil District of Shelby County, Tennessee, and being PHASE 1, THE KOGER CENTER
according to the plat thereof as recorded in Plat Book 125, Page 1 in the
Register's Office of Shelby County, Tennessee, being more particularly described
as follows:
Beginning at the intersection of the easterly right-of-way line of Germantown
Parkway (160' R/W) with the northerly right-of-way line of Timber Creek Drive
(86' R/W), all as shown on said plat; thence along the easterly right-of-way
line of Germantown Parkway North 11(degree) 28' 04" East 486.01 feet to a point;
thence with a curve to the right, having a radius of 40.00 feet, a central angle
of 46(degree) 28' 08" and a chord which bears North 78(degree) 14' 00" East
31.56 feet, an arc distance of 32.44 feet to a point; thence South 78(degree)
31' 56" East 123.38 feet to a point; thence South 82(degree) 17' 39" East 121.93
feet to a point; thence with a curve to the right, having a radius of 211.50
feet, a central angle of 32(degree) 36' 33" and a chord which bears South
62(degree) 13' 40" East 118.75 feet, an arc distance of 120.37 feet to a point;
thence South 45(degree) 55' 23" East 123.87 feet to a point; thence South
43(degree) 45' 25" East 211.65 feet to a point; thence with a curve to the
right, having a radius of 40.00 feet, a central angle of 90(degree) 00' 00" and
a chord which bears South 00(degree) 55' 23" East 56.57 feet, an arc distance of
62.83 feet to a point on the northwesterly right-of-way line of Timber Creek
Drive; thence along the northwesterly right-of-way line of Timber Creek Drive
the following four (4) courses and distances: 1) South 44(degree) 04' 37" West
16.86 feet, 2) with a curve to the right, having a radius of 556.28 feet, a
central angle of 57(degree) 29' 58" and a chord which bears South 72(degree) 49'
36" West 535.12 feet, an arc distance of 558.26 feet, 3) North 78(degree) 25'
25" West 159.70 feet, and 4) with a curve to the right, having a radius of 40.00
feet, a central angle of 89(degree) 53' 29" and a chord which bears North
33(degree) 28' 40" West 56.51 feet, an arc distance of 62.76 feet to the Point
of Beginning.
Together with a non-exclusive easement for ingress and egress for vehicular and
pedestrian traffic for the benefit of the above described property over, upon
and across the following described land:
All that certain tract or parcel located, situated and being in the Second Civil
District of Shelby County, Tennessee and being a portion of Phase 1A, The Koger
Center according to the plat thereof as recorded in Plat Book 112, Page 51 and
re-recorded in Plat Book 121, Page 70 in the Register's Office of Shelby County,
Tennessee, being more particularly described as follows:
<PAGE>
EXHIBIT "A-1" continued
Beginning at the southwest corner of said Phase 1A, said point being on the
easterly right-of-way line of Germantown Parkway (160' R/W), all as shown on
said plat; thence along the easterly right-of-way line of Germantown Parkway
North 11(degree) 28' 04" East 117.90 feet to a point; thence with a curve to the
left having a radius of 40.00 feet, a central angle of 46(degree) 28' 08" and a
chord which bears North 55(degree) 17' 52" West 31.56 feet, an arc distance of
32.44 feet to a point; thence South 78(degree) 31' 56" East 159.39 feet to a
point; thence South 79(degree) 15' 04" East 79.69 feet to a point; thence with a
curve to the right having a radius of 250.00 feet, a central angle of 33(degree)
19' 41" and a chord which bears South 62(degree) 35' 14" East 143.38 feet, an
arc distance of 145.42 feet to a point; thence South 45(degree) 55' 23" East
1.40 feet to a point; thence South 45(degree) 55' 23" East 361.97 feet to a
point; thence with a curve to the left having a radius of 40.00 feet, a central
angle of 90(degree) 00' 00" and a chord which bears North 89(degree) 04' 37"
East 56.57 feet, an arc distance of 62.83 feet to a point on the northwesterly
right-of-way line of Timber Creek Drive (86' R/W); thence along said
right-of-way line South 44(degree) 04' 37" West 165.00 feet to a point; thence
with a curve to the left having a radius of 40.00 feet, a central angle of
90(degree) 00' 00" and a chord which bears North 00(degree) 55' 23" West 56.57
feet, an arc distance of 62.83 feet to a point; thence North 43(degree) 45' 25"
West 211.65 feet to a point; thence North 45(degree) 55' 23" West 123.87 feet to
a point; thence with a curve to the left having a radius of 211.50 feet, a
central angle of 32(degree) 36' 33" and a chord which bears North 62(degree) 13'
40" West 118.75 feet, an arc distance of 120.37 feet to a point; thence North
82(degree) 17' 39" West 121.93 feet to a point; thence North 78(degree) 31' 56"
West 123.83 feet to a point; thence with a curve to the left having a radius of
40.00 feet, a central angle of 46(degree) 28' 08" and a chord which bears South
78(degree) 14' 00" West 31.56 feet, an arc distance of 32.44 feet to the Point
of Beginning.
PARCEL II: (GAINSBOROUGH) 65 Germantown Court, Memphis, TN 38018
Tax Parcel No. 091-115-004
All that certain tract or parcel located, situated, and being in the Second
Civil District of Shelby County, Tennessee, and being PHASE III, THE KOGER
CENTER according to the plat thereof as recorded in Plat Book 122, Page 96 and
re-recorded in Plat Book 125, Page 3 in the Register's Office of Shelby County,
Tennessee, being more particularly described as follows:
Commencing at the intersection of the Easterly right-of-way line of Germantown
Parkway (160' R/W) with the Southerly right-of-way line of Walnut Grove Road
(variable R/W), as said rights-of-way now exist; thence along the Easterly
right-of-way line of Germantown Parkway South 11(degree) 28' 04" West a distance
of 259.25 feet to the Point of Beginning; thence along the North property line
of Phase III South 78(degree) 31' 56" East a distance of 91.50 feet to a point;
thence South 11(degree) 28' 04" West a distance of 30.00 feet to a point; thence
South 78(degree) 31' 56" East a distance of 226.06 feet to a point; thence along
a curve to the left having a radius of 44.88 feet, a central angle of 12(degree)
<PAGE>
EXHIBIT "A-1" continued
29' 43" and a chord which bears South 12(degree) 17' 05" East 9.77 feet, an arc
distance of 9.79 feet to a point; thence South 18(degree) 31' 56" East a
distance of 94.64 feet to a point; thence along a curve to the left having a
radius of 80.50 feet, a central angle of 20(degree) 24' 15" and a chord which
bears South 28(degree) 44' 04" East 28.52 feet, an arc distance of 28.67 feet to
a point; thence South 23(degree) 17' 36" East a distance of 155.28 feet to a
point on the Northwesterly right-of-way line of Germantown Court; thence along a
curve to the right having a radius of 30.00 feet, a central angle of 49(degree)
16' 43" and a chord which bears South 19(degree) 26' 15" West 25.01 feet, an arc
distance of 25.80 feet to a point; thence South 44(degree) 04' 37" West a
distance of 278.21 feet to a point; thence along a curve to the left having a
radius of 238.50 feet, a central angle of 16(degree) 31' 55" and a chord which
bears South 35(degree) 48' 40" West 68.58 feet, an arc distance of 68.82 feet to
a point; thence along a curve to the right having a radius of 110.00 feet, a
central angle of 73(degree) 55' 22" and a chord which bears South 64(degree) 30'
23" West 132.28 feet, an arc distance of 141.92 feet to a point; thence North
78(degree) 31' 56" West a distance of 159.39 feet to a point; thence along a
curve to the right having a radius of 40.00 feet, a central angle of 46(degree)
28' 08" and a chord which bears North 55(degree) 17' 52" West 31.56 feet, an arc
distance of 32.44 feet to a point on the Easterly right-of-way line of
Germantown Parkway (160' R/W); thence along said Easterly right-of-way North
11(degree) 28' 04" East a distance of 658.95 feet to the Point of Beginning.
Together with a non-exclusive easement for vehicular and pedestrian traffic for
the benefit of the above described property over, upon and across Germantown
Court (Private Drive) and Centerview Parkway (Private Drive) being Phase IA, the
Koger Center according to the plat thereof as recorded in Plat Book 112 Page 51
and re-recorded in Plat Book 121 Page 70 in the Register's Office of Shelby
County, Tennessee.
<PAGE>
EXHIBIT "A-2"
Description of Property located in the
County of Bexar, State of Texas
TRACT I: (KOGERAMA BUILDING)
Lot 1, Block 2, New City Block 14275, EXECUTIVE CENTER SUBDIVISION, UNIT 1-A, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 5940, Pages 186-187, Deed and Plat Records of Bexar County, Texas.
TRACT II: (KOGER BUILDING)
Lot 1-A, Block 1, New City Block 14274, EXECUTIVE CENTER SUBDIVISION, UNIT 1-H,
in the City of San Antonio, Bexar County, Texas, according to plat thereof
recorded in Volume 6600, Page 40, Deed and Plat Records of Bexar County, Texas.
TRACT III: (ROYAL BUILDING)
Lot 2, Block 1, New City Block 14274, EXECUTIVE CENTER SUBDIVISION, UNIT 1-A, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 5940, Pages 186-187, Deed and Plat Records of Bexar County, Texas.
TRACT IV: (FINESILVER BUILDING)
Lot 2, Block 2, New City Block 14275, EXECUTIVE CENTER SUBDIVISION, UNIT 1-A, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 5940, Pages 186-187, Deed and Plat Records of Bexar County, Texas.
TRACT V: (SAN JACINTO BUILDING)
Lot 5, Block 2, New City Block 14275, EXECUTIVE CENTER SUBDIVISION, UNIT 2, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 6900, Page 200, Deed and Plat Records of Bexar County, Texas.
TRACT VI: (WOODCOCK BUILDING)
Lot 3, Block 2, New City Block 14275, EXECUTIVE CENTER SUBDIVISION, UNIT 1-C, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 6100, Pages 216-218, Deed and Plat Records of Bexar County, Texas.
TRACT VII: (AUSTIN BUILDING)
Lot 3, Block 1, New City Block 14274, EXECUTIVE CENTER SUBDIVISION, UNIT 1-H, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 6600, Pages 39-40, Deed and Plat Records of Bexar County, Texas.
<PAGE>
TRACT VIII: (BRAZOS BUILDING)
Lot 5, Block 1, New City Block 14274, EXECUTIVE CENTER SUBDIVISION, UNIT 1-H, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 6600, Pages 39-40, Deed and Plat Records of Bexar County, Texas.
EXHIBIT "A-2" continued
TRACT IX: (LAMAR BUILDING)
Lot 4, Block 1, New City Block 14274, EXECUTIVE CENTER SUBDIVISION, UNIT 1-H, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 6600, Pages 39-40, Deed and Plat Records of Bexar County, Texas.
TRACT X: (MIDLAND BUILDING)
Lot 1, Block 3, New City Block 14276, EXECUTIVE CENTER SUBDIVISION, UNIT 1-G, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 6500, Page 91, Deed and Plat Records of Bexar County, Texas.
TRACT XI: (SABINE BUILDING)
Lot 1, Block 4, New City Block 14277, EXECUTIVE CENTER SUBDIVISION, UNIT 1-K, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 6900, Page 83, Deed and Plat Records of Bexar County, Texas.
TRACT XII: (GOLIAD BUILDING)
Lot 6, Block 2, New City Block 14275, EXECUTIVE CENTER SUBDIVISION, UNIT 2, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 6900, Pages 199-200, Deed and Plat Records of Bexar County, Texas.
TRACT XIII: (GARNER BUILDING)
Lot 2, Block 3, New City Block 14276, EXECUTIVE CENTER SUBDIVISION, UNIT 1-M, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 7000, Page 34, Deed and Plat Records of Bexar County, Texas.
TRACT XIV: (FANNIN BUILDING)
Lot 1, Block 5, New City Block 14278, EXECUTIVE CENTER SUBDIVISION, UNIT 1-L, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 7000, Page 31, Deed and Plat Records of Bexar County, Texas.
TRACT XV: (BOWIE BUILDING)
Lot 3, Block 3, New City Block 14276, EXECUTIVE CENTER SUBDIVISION, UNIT 1-N, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 7100, Page 36, Deed and Plat Records of Bexar County, Texas.
TRACT XVI: (BURNET BUILDING)
Lot 3, Block 4, New City Block 14277, EXECUTIVE CENTER SUBDIVISION, UNIT 1-S, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 8200, Page 150, Deed and Plat Records of Bexar County, Texas.
<PAGE>
EXHIBIT "A-2" continued
TRACT XVII: (CARSON BUILDING)
Lot 4, Block 3, New City Block 14276, EXECUTIVE CENTER SUBDIVISION, UNIT 1-P, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 7100, Page 221, Deed and Plat Records of Bexar County, Texas.
TRACT XVIII: (BEAUMONT BUILDING)
Lot 8, Block 4, New City Block 14277, EXECUTIVE CENTER SUBDIVISION, UNIT 1-Q, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 8800, Page 93, Deed and Plat Records of Bexar County, Texas.
TRACT IXX: (ABILENE BUILDING)
Lot 4, Block 4, New City Block 14277, EXECUTIVE CENTER SUBDIVISION, UNIT 1-T, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 8200, Page 148, Deed and Plat Records of Bexar County, Texas.
TRACT XX: (HOUSTON BUILDING)
Lot 5, Block 4, New City Block 14277, EXECUTIVE CENTER SUBDIVISION, UNIT 1-U, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 8600, Page 148, Deed and Plat Records of Bexar County, Texas.
TRACT XXI: (BROWNWOOD BUILDING)
Lot 7 and 9, Block 4, New City Block 14277, EXECUTIVE CENTER SUBDIVISION, UNIT
1- W, in the City of San Antonio, Bexar County, Texas, according to plat thereof
recorded in Volume 9200, Pages 247-248, Deed and Plat Records of Bexar County,
Texas.
TRACT XXII: (BONHAM BUILDING)
Lot 10, Block 4, New City Block 14277, EXECUTIVE CENTER SUBDIVISION, UNIT 1-W,
in the City of San Antonio, Bexar County, Texas, according to plat thereof
recorded in Volume 9200, Pages 247-248, Deed and Plat Records of Bexar County,
Texas.
TRACT XXIII: (BORDEN BUILDING)
Lot 6, Block 4, New City Block 14277, EXECUTIVE CENTER SUBDIVISION, UNIT 1-V, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 8800, Page 130, Deed and Plat Records of Bexar County, Texas.
TRACT XXIV: (AMISTAD BUILDING)
Lot 6, Block 1, New City Block 14274, EXECUTIVE CENTER SUBDIVISION, UNIT 1-W, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 9200, Pages 247-248, Deed and Plat Records of Bexar County, Texas.
<PAGE>
EXHIBIT "A-2" continued
TRACT XXV: (TRINITY BUILDING)
Lot 7, Block 1, New City Block 14274, EXECUTIVE CENTER SUBDIVISION, UNIT 1-W, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 9200, Pages 247-248, Deed and Plat Records of Bexar County, Texas.
TRACT XXVI: (PLAZA BUILDING)
Lot 1, Block 6, New City Block 17221, EXECUTIVE CENTER PLAZA SUBDIVISION, in the
City of San Antonio, Bexar County, Texas, according to plat thereof recorded in
Volume 9501, Page 39, Deed and Plat Records of Bexar County, Texas.
<PAGE>
EXHIBIT "A-3"
Description of Property located in the
County of Pinellas, State of Florida
PARCEL 501 (Pinellas)
A portion of Lot 1 in Block 1 of KOGER EXECUTIVE CENTER, according to the map or
plat thereof recorded in Plat Book 66, Page 96, of the public records of
Pinellas County, Florida, being more particularly described as follows:
Beginning at the intersection of the Northeasterly right-of-way line of
Executive Center Drive (variable right-of-way) with the Northwesterly
right-of-way line of Koger Boulevard (variable right-of-way) (formerly State
Road #694) as said rights-of-way now exist, thence along the Northeasterly and
Southeasterly right-of-way line of Executive Center Drive the following three
(3) courses and distances: 1) North 44(degree) 43' 20" West, 247.00 feet; 2)
North 45(degree) 16' 40" East, 7.16 feet and 3) North 44(degree) 43' 20" West,
23.00 feet to a point, said point being the Southwesterly corner of Lot 2 in
Block 1 of KOGER EXECUTIVE CENTER UNIT 2, as recorded in Plat Book 70, Page 48
of said public records; thence along the Easterly line of said Lot 2 in Block 1
of KOGER EXECUTIVE CENTER UNIT 2, North 45(degree) 16' 40" East, 277.17 feet to
a point, said point being the Westerly corner of property of Koger Equity, Inc.,
as recorded in O.R. Book 7057, Page 1781 of said public records; thence along
the Southwesterly and Northwesterly line of property of said Koger Equity, Inc.,
the following three (3) courses and distances: 1) South 44(degree) 43' 20" East,
221.00 feet; 2) North 45(degree) 16' 40" East, 30.00 feet and 3) South
44(degree) 43' 20" East, 49.00 feet to a point on the Northwesterly right-of-way
line of Koger Boulevard; thence along the Northwesterly right-of-way line of
Koger Boulevard, South 45(degree) 16' 40" West, 314.33 feet to the Point of
Beginning.
PARCEL 502 (Madison)
Being a portion of Lot 1 in Block 1 of KOGER EXECUTIVE CENTER, according to the
map or plat thereof recorded in Plat Book 66, Page 96 of the public records of
Pinellas County, Florida, being more particularly described as follows:
Commence at the intersection of the Northeasterly right-of-way line of Executive
Center Drive (variable right-of-way) with the Northwesterly right-of-way line of
Koger Boulevard (formerly State Road #694), as said rights-of-way now exist, all
as shown on plat recorded in Plat Book 69, Page 72 of the public records of
Pinellas County, Florida; thence along the Northwesterly right-of-way line of
Koger Boulevard (formerly State Road #694) North 45(degree) 16' 40" East, 314.33
feet to the Point of Beginning; thence North 44(degree) 43' 20" West, 49.00 feet
<PAGE>
EXHIBIT "A-3" continued
to a point; thence South 45(degree) 16' 40" West, 30.00 feet to a point; thence
North 44(degree) 43' 20" West, 221.00 feet to a point; thence North 45(degree)
16' 40" East, 350.17 feet to a point; thence South 44(degree) 43' 20" East,
221.00 feet to a point; thence South 45(degree) 16' 40" West, 30.00 feet to a
point; thence South 44(degree) 43' 20" East, 49.00 feet to a point on the
Northwesterly right-of-way line of Koger Boulevard (formerly State Road #694);
thence along the Northwesterly right-of-way line of Koger Boulevard (formerly
State Road #694) South 45(degree) 16' 40" West, 290.17 feet to the Point of
Beginning.
PARCEL 503 (Kogerama)
Part of Lot 1 in Block 1 of KOGER EXECUTIVE CENTER, according to the map or plat
thereof recorded in Plat Book 66, Page 96, of the public records of Pinellas
County, Florida, being more particularly described as follows:
From the Northeast corner of the South 1/4 of the North 1/2 of the Northwestern
1/4 of Section 19, Township 30 South, Range 17 East, Pinellas County, Florida,
run North 89(degree) 56' 40" West, 50.00 feet; thence South 00(degree) 06' 56"
West, 402.31 feet; thence North 89(degree) 53' 04" West, 15.00 feet; thence
South 00(degree) 06' 56" West, 65.00 feet for a Point of Beginning; thence
continue South 00(degree) 06' 56" West, 5.00 feet; thence South 89(degree) 53'
04" East, 3.72 feet; thence South 14(degree) 33' 32" West, 89.12 feet along the
Northwesterly right-of-way line of Koger Boulevard (formerly State Road #694);
thence along said Northwesterly right-of-way line the following two (2) courses:
1) by a curve to the right, radius 237.94 feet, an arc distance of 127.57 feet,
chord South 29(degree) 55' 06" West, 126.05 feet; and 2) thence South 45(degree)
16' 40" West, 156.00 feet; thence North 44(degree) 43' 20" West, 49.00 feet;
thence North 45(degree) 16' 40" East, 30.00 feet; thence North 44(degree) 43'
20" West, 221.00 feet; thence North 45(degree) 16' 40" East, 138.69 feet; thence
South 89(degree) 56' 40" East, 262.53 feet to the Point of Beginning.
PARCEL 504 (Duval)
Lot A of KOGER EXECUTIVE CENTER PARTIAL REPLAT AND ADDITION, according to the
map or plat thereof recorded in Plat Book 69, Page 72, of the public records of
Pinellas County, Florida.
PARCEL 505 (Dade)
Lot 1 in Block 2 of KOGER EXECUTIVE CENTER UNIT 2, according to the map or plat
thereof recorded in Plat Book 70, Page 48, of the public records of Pinellas
County, Florida, LESS AND EXCEPT that portion lying within the plat of KOGER
EXECUTIVE CENTER FRANKLIN REPLAT, recorded in Plat Book 84, Page 6 of the public
records of Pinellas County, Florida.
<PAGE>
EXHIBIT "A-3" continued
PARCEL 506 (Koger)
Lot 2 in Block 1 of KOGER EXECUTIVE CENTER UNIT 2, according to the map or plat
thereof recorded in Plat Book 70, Page 48, of the public records of Pinellas
County, Florida.
PARCEL 507 (Monroe)
Lot 2 in Block 1 of KOGER EXECUTIVE CENTER UNIT 4, according to the map or plat
thereof recorded in Plat Book 90, Pages 12 and 13, of the public records of
Pinellas County, Florida.
PARCEL 509 (Gadsden)
A portion of Lot 1 in Block 3 of KOGER EXECUTIVE CENTER UNIT 3, according to the
map or plat thereof recorded in Plat Book 72, Page 31, of the public records of
Pinellas County, Florida, being more particularly described as follows:
Commence at the Southeast corner of the Northwest 1/4 of Section 19, Township 30
South, Range 17 East, Pinellas County, Florida, said point also being the
intersection of the centerlines of 4th Street North and 94th Avenue North;
thence along the South line of the Northwest 1/4 of said Section 19 and the
centerline of 94th Avenue North, North 89(degree) 57' 21" West, 53.97 feet to a
point; thence North 00(degree) 06' 56" East, 50.00 feet to a point, said point
being on the Northerly right-of-way line of 94th Avenue North; thence North
25(degree) 11' 17" East, 9.39 feet to a point on the Westerly right-of-way line
of 4th Street North; thence along said right-of-way line, North 00(degree) 06'
56" East, 452.72 feet to the Point of Beginning; thence North 89(degree) 57' 21"
West, 206.14 feet to a point; thence South 00(degree) 06' 56" West, 154.92 feet
to a point; thence South 45(degree) 16' 40" West, 259.67 feet to a point; thence
North 44(degree) 43' 20" West, 268.49 feet to a point on the Southeasterly
right-of-way line of Koger Boulevard; thence along said right-of-way line, North
45(degree) 16' 40" East, 335.68 feet to the most Westerly corner of KOGER
EXECUTIVE CENTER UNIT 3 PARTIAL REPLAT AND ADDITION, as recorded in Plat Book
72, Page 56 of said public records; thence along the Southwesterly and Southerly
boundary of said KOGER EXECUTIVE CENTER UNIT 3 PARTIAL REPLAT AND ADDITION, the
following two (2) courses and distances: 1) South 44(degree) 43' 20" East, 74.27
feet; and 2) South 89(degree) 57' 21" East, 289.17 feet to a point on the
Westerly right-of-way line of 4th Street North; thence along said right-of-way
line, South 00(degree) 06' 56" West, 36.50 feet to the Point of Beginning.
<PAGE>
EXHIBIT "A-3" continued
PARCEL 510 (Hendry)
Part of Lot 1 in Block 3 of KOGER EXECUTIVE CENTER UNIT 3, according to the map
or plat thereof recorded in Plat Book 72, Page 31, of the public records of
Pinellas County, Florida, being more particularly described as follows:
Commence at the Southeast corner of the Northwest 1/4 of Section 19, Township 30
South, Range 17 East, Pinellas County, Florida; thence North 89(degree) 57' 21"
West, 53.97 feet along the East-West centerline of said Section 19, also being
the centerline of 94th Avenue North; thence North 00(degree) 06' 56" East, 50.00
feet to a point on the North right-of-way line of 94th Avenue North, also being
the most Southeasterly corner of Lot 1 in Block 3 of KOGER EXECUTIVE CENTER UNIT
3, as recorded in Plat Book 72, Page 31 of the public records of Pinellas
County, Florida; thence along said Northerly right-of-way line of 94th Avenue
North and the Southerly line of Lot 1 in Block 3 of said plat, North 89(degree)
57' 21" West, 296.14 feet to the Point of Beginning; thence along said Northerly
right-of-way line of 94th Avenue North and the Southerly right-of-way line of
Lot 1 in Block 3 of said plat, North 89(degree) 57' 21" West, 550.62 feet to the
point of intersection with the Southeasterly right-of-way line of Koger
Boulevard; thence along the Southeasterly right-of-way line of Koger Boulevard
the following four (4) courses and distances: 1) North 05(degree) 02' 39" East,
75.41 feet; 2) with a curve to the right having a radius of 30.00 feet, a
central angle of 51(degree) 36' 04" and a chord which bears North 30(degree) 50'
41" East, 26.11 feet, an arc distance of 27.02 feet; 3) with a curve to the left
having a radius of 1,196.28 feet, a central angle of 11(degree) 22' 03" and a
chord which bears North 50(degree) 57' 41" East, 236.95 feet, an arc distance of
237.34 feet and 4) North 45(degree) 16' 40" East, 95.31 feet to a point; thence
South 44(degree) 43' 20" East, 268.49 feet; thence North 45(degree) 16' 40"
East, 127.14 feet; thence South 00(degree) 06' 56" West, 212.97 feet to the
Point of Beginning.
PARCEL 511 (Lake)
A portion of Lot 1 in Block 3 of KOGER EXECUTIVE CENTER UNIT 3, according to the
map or plat thereof recorded in Plat Book 72, Page 31, of the public records of
Pinellas County, Florida, being more particularly described as follows:
Commence at the Southeast corner of the Northwest 1/4 of Section 19, Township 30
South, Range 17 East, Pinellas County, Florida, said point being the
intersection of the centerlines of 4th Street North and 94th Avenue North;
thence along the South line of the Northwest 1/4 of said Section 19 and the
centerline of 94th Avenue North, North 89(degree) 57' 21" West 53.97 feet to a
point; thence North 00(degree) 06' 56" East, 50.00 feet to the Point of
Beginning, said point being on the Northerly right-of-way line of 94th Avenue
North, all as shown on said plat; thence along the Northerly right-of-way line
of 94th Avenue North, North 89(degree) 56' 56" West, 296.11 feet to a point;
thence North 00(degree) 03' 58" East, 212.97 feet to a point; thence North
45(degree) 19' 49" East, 132.74 feet to a point; thence North
<PAGE>
EXHIBIT "A-3" continued
00(degree) 06' 43" East, 154.80 feet to a point; thence South 89(degree) 55' 58"
East, 206.03 feet to a point on the Westerly right-of-way line of 4th Street
North; thence along the Westerly right-of-way line of 4th Street North, South
00(degree) 07' 04" West, 452.74 feet to a point; thence South 25(degree) 12' 40"
West, 9.25 feet to the Point of Beginning.
PARCEL 512 (Franklin)
Lots 1 and 2 in Block 1 of KOGER EXECUTIVE CENTER FRANKLIN REPLAT, according to
the map or plat thereof recorded in Plat Book 84, Page 6, of the public records
of Pinellas County, Florida.
PARCEL 513 (St. Lucie)
Lot 1 in Block 1 of KOGER EXECUTIVE CENTER ST. LUCIE ADDITION, according to the
map or plat thereof recorded in Plat Book 87, Page 78, of the public records of
Pinellas County, Florida.
PARCEL 514 (Gilchrist)
Lots 1 and 2 of Block 1 of KOGER EXECUTIVE CENTER GILCHRIST ADDITION,
according to the map or plat thereof recorded in Plat Book 85, Page 42, of the
public records of Pinellas County, Florida.
PARCEL 516 (Baker)
Lot 1 in Block 1 of KOGER EXECUTIVE CENTER UNIT NO. 4, according to the map or
plat thereof recorded in Plat Book 90, Pages 12 and 13, of the public records of
Pinellas County, Florida.
PARCEL 517 (Glades)
Lot 1 in Block 1 of KOGER EXECUTIVE CENTER - GLADES ADDITION, according to the
map or plat thereof recorded in Plat Book 96, Page 37, of the public records of
Pinellas County, Florida.
<PAGE>
EXHIBIT "A-4"
Description of Property located in the
County of Leon, State of Florida
PARCEL 1 ATKINS BUILDING
A portion of Lot 2, Block "A", Replat of Koger Executive Center Units 1 & 2,
according to plat thereof recorded in Plat Book 7, pages 36A and 36B of the
public records of Leon County, Florida and being more particularly described as
follows:
Beginning at the Northeast corner of said Lot 2, said point being on the
Westerly right-of-way line of Executive Center Drive (variable r/w), all as
shown on said plat; thence along the Easterly boundary of said Lot 2 and the
Westerly right-of-way line of Executive Center Drive and becoming the Northerly
right-of-way line of Executive Center Circle West (60' r/w) the following six
(6) courses and distances: 1) South 00(degree) 01' 06" West 64.52 feet; 2) South
17(degree) 56' 19" West 65.00 feet; 3) South 00(degree) 01' 06" West 225.91
feet; 4) with a curve to the right having a radius of 30.00 feet, a central
angle of 90(degree) 06' 49", an arc distance of 47.18 feet; 5) North 89(degree)
52' 05" West 36.68 feet; and 6) with a curve to the left having a radius of
112.50 feet, a central angle of 42(degree) 39' 13", an arc distance of 83.75
feet to a point; thence North 42(degree) 31' 18" West 31.59 feet to a point;
thence North 76(degree) 10' 36" West 240.54 feet to a point on the Westerly
boundary of said Lot 2 and the Easterly maintained right-of-way line of Hendrix
Road; thence along the Westerly boundary of said Lot 2 and the Easterly
maintained right-of-way line of Hendrix Road North 15(degree) 06' 11" East,
381.50 feet to the Northwest corner of said Lot 2; thence along the Northerly
boundary of said Lot 2 the following two (2) courses and distances: 1) South
74(degree) 53' 49" East 143.01 feet; and 2) South 89(degree) 58' 54" East 180.61
feet to the point of beginning.
PARCEL 2 BERKELEY BUILDING
Lot 2, Block D, Replat of Koger Executive Center Units 1 and 2, according to
plat thereof recorded in Plat Book 7, pages 36A and 36B of the public records of
Leon County, Florida.
PARCEL 3 LAFAYETTE BUILDING
Lot 1, Block C, Replat Koger Executive Center Units 1 and 2, according to plat
thereof recorded in Plat Book 7, pages 36A and 36B of the public records of Leon
County, Florida.
<PAGE>
EXHIBIT "A-4" continued
PARCEL 4 MARATHON BUILDING
Lot 4, Block B, Replat Koger Executive Center Units 1 and 2, according to plat
thereof recorded in Plat Book 7, pages 36A and 36B of the public records of Leon
County, Florida.
PARCEL 6 ELLIS BUILDING
Lot 1, Block B, Replat of Koger Executive Center Units 1 and 2, as per the plat
or map thereof recorded in Plat Book 7, pages 36A and 36B, of the Public Records
of Leon County, Florida.
PARCEL 9 WEBSTER BUILDING
A part of Lot 2, Block A, Replat of Koger Executive Center, Units 1 and 2,
according to plat thereof, as recorded in Plat Book 7, pages 36A and 36B of the
public records of Leon County, Florida, described as follows:
Commence at the Southwest corner of said Lot 2, Block A and run South 68(degree)
40' 39" East along the Northerly right-of-way line of Old St. Augustine Road as
shown on said plat 239.29 feet to the point of beginning. From the point of
beginning run North 21(degree) 19' 21" East 44.00 feet, thence South 68(degree)
40' 39" East 216.00 feet, thence North 21(degree) 19' 21" East, 205.47 feet to
the Southerly right-of-way line of Executive Center Circle West, then run along
said right-of-way line as follows: South 68(degree) 51' 49" East 270.21 feet to
a point of curve to the left, then along said right-of-way curve concave to the
North having a radius of 407.06 feet and a central angle of 21(degree) 00' 16"
for an arc distance of 149.23 feet to a point of reverse curve, then along said
curve concave to the Southwest having a radius of 30.00 feet and a central angle
of 90(degree) 00' 00" for an arc distance of 47.12 feet to a point on the
Westerly right-of-way line of Executive Center Circle East, then run along said
right-of-way line as follows: South 00(degree) 07' 55" West 37.28 feet to a
point of curve to the right, then along said right-of-way curve concave to the
West having a radius of 235.92 feet and a central angle of 41(degree) 13' 06"
for an arc distance of 169.72 feet to a point of tangency, then South 41(degree)
21' 01" West 58.18 feet to a point of curve to the right, then along said
right-of-way curve concave to the Northwest having a radius of 30.00 feet and a
central angle of 78(degree) 27' 23" for an arc distance of 41.08 feet to a point
on the Northerly right-of-way of Old St. Augustine Road as shown on said plat,
then along said right-of-way line as follows: North 60(degree) 11' 36" West
95.94 feet, then North 68(degree) 40' 39" West 538.58 feet to the point of
beginning.
<PAGE>
EXHIBIT "A-4" continued
PARCEL 10 TURNER BUILDING
Lot 1, Block D, Replat of Koger Executive Center, Units 1 and 2, according to
plat thereof, as recorded in Plat Book 7, pages 36A and 36B of the public
records of Leon County, Florida.
PARCEL 11 KOGERAMA BUILDING
Lot 1, Block A, Replat of Koger Executive Center, Units 1 and 2, according to
plat thereof, as recorded in Plat Book 7, pages 36A and 36B of the public
records of Leon County, Florida.
PARCEL 13 SUTTON BUILDING
Lot 3, Block C, Replat of Koger Executive Center, Units 1 and 2, according to
plat thereof, as recorded in Plat Book 7, pages 36A and 36B of the public
records of Leon County, Florida.
PARCEL 14 CLIFTON BUILDING
A portion of Lot 2, Block A, Replat of Koger Executive Center, Units 1 and 2,
according to plat thereof, as recorded in Plat Book 7, pages 36A and 36B of the
public records of Leon County, Florida, being more particularly described as
follows:
Beginning at the most Westerly corner of Lot 2, said point being the
intersection of the Northerly maintained right-of-way line of Old St. Augustine
Road with the Easterly maintained right-of-way line of Hendrix Road, all as
shown on said plat; thence along the Westerly boundary of Lot 2 and the Easterly
maintained right-of-way line of Hendrix Road North 13(degree) 40' 34" East
306.75 feet to a point; thence South 76(degree) 10' 36" East 210.00 feet to a
point; thence North 77(degree) 28' 29" East 51.80 feet to a point on the
Southwesterly right-of-way line of Executive Center Circle West (60' r/w);
thence along the Southwesterly right-of-way line of Executive Center Circle West
the following four (4) courses and distances: 1) with a curve to the left having
a radius of 137.23 feet, a central angle of 33(degree) 17' 54" and a chord which
bears South 19(degree) 48' 42" East 78.64 feet, an arc distance of 79.75 feet,
2) South 36(degree) 27' 39" East 38.72 feet, 3) with a curve to the left having
a radius of 202.09 feet, a central angle of 32(degree) 24' 10" and a chord which
bears South 52(degree) 39' 44" East 112.77 feet, an arc distance of 114.29 feet,
and 4) South 68(degree) 51' 49" East 52.00 feet to a point; thence South
21(degree) 19' 21" West 205.47 feet to a point; thence North 68(degree) 40' 39"
West 216.00 feet to a point; thence South 21(degree) 19' 21" West, 44.00 feet to
a point on the Northerly maintained right-of-way line of Old St. Augustine Road;
thence along the Northerly maintained right-of-way line of Old St. Augustine
Road North 68(degree) 40' 39" West 239.29 feet to the point of beginning.
<PAGE>
EXHIBIT "A-4" continued
PARCEL 15 ASHLEY BUILDING
Lot 2, Block B, Replat of Koger Executive Center, Units 1 and 2, according to
plat thereof, as recorded in Plat Book 7, pages 36A and 36B of the public
records of Leon County, Florida.
PARCEL 16 DOUGLAS BUILDING
A portion of Lot 2, Block A, Replat of Koger Executive Center, Units 1 and 2,
according to plat thereof, as recorded in Plat Book 7, pages 36A and 36B of the
public records of Leon County, Florida, being more particularly described as
follows:
Commence at the Northeast corner of Lot 2, said point being on the Westerly
right-of-way line of Executive Center Drive (variable r/w), all as shown on said
plat; thence along the Westerly right-of-way line of Executive Center Drive and
becoming the Northerly right-of-way line of Executive Center Circle West (60'
r/w) the following six (6) courses and distances: 1) South 00(degree) 01' 06"
West 64.52 feet, 2) South 17(degree) 56' 19" West 65.00 feet, 3) South
00(degree) 01' 06" West 225.91 feet, 4) with a curve to the right having a
radius of 30.00 feet, a central angle of 90(degree) 06' 49" and a chord which
bears South 45(degree) 04' 29" West 42.47 feet, an arc distance of 47.18 feet,
5) North 89(degree) 52' 05" West 36.68 feet, and 6) with a curve to the left
having a radius of 112.50 feet, a central angle of 42(degree) 39' 13" and a
chord which bears South 68(degree) 48' 18" West 81.83 feet, an arc distance of
83.75 feet to the point of beginning; thence continue along the Westerly
right-of-way line of Executive Center Circle West the following three (3)
courses and distances: 1) with a curve to the left having a radius of 112.50
feet, a central angle of 33(degree) 56' 21" and a chord which bears South
30(degree) 30' 32" West 65.67 feet, an arc distance of 66.64 feet, 2) South
13(degree) 32' 21" West 342.70 feet, 3) with a curve to the left having a radius
of 137.23 feet, a central angle of 16(degree) 42' 02" and a chord which bears
South 05(degree) 11' 20" West 39.86 feet, an arc distance of 40.00 feet to a
point; thence South 77(degree) 28' 29" West 51.80 feet to a point; thence North
76(degree) 10' 36" West 210.00 feet to the Easterly maintained right-of-way line
of Hendrix Road; thence along the Easterly maintained right-of-way line of
Hendrix Road North 13(degree) 40' 34" East, 405.00 feet to a point; thence North
15(degree) 06' 11" East 80.44 feet to a point; thence South 76(degree) 10' 36"
East 240.54 feet to a point; thence South 42(degree) 31' 18" East 31.59 feet to
the point of beginning.
PARCEL 17 MONTGOMERY BUILDING
Lot 3, Block B, Replat of Koger Executive Center, Units 1 and 2, according to
plat thereof, as recorded in Plat Book 7, pages 36A and 36B of the public
records of Leon County, Florida.
<PAGE>
EXHIBIT "A-4" continued
PARCEL 18 HOWARD BUILDING
Lot 2, Block C, Replat of Koger Executive Center, Units 1 and 2, according to
plat thereof, as recorded in Plat Book 7, pages 36A and 36B of the public
records of Leon County, Florida.
<PAGE>
EXHIBIT "A-5"
Description of Property located in the
County of Leon, State of Florida
PARCEL 5 RHYNE BUILDING
Lot 2, Block A of Koger Center South, according to plat thereof recorded in Plat
Book 9, page 71 of the public records of Leon County, Florida.
PARCEL 7 HARTMAN BUILDING
Lot 2, Block "B", a Resubdivision of a Resubdivision of Block "B" of Koger
Center South, as per plat or map thereof recorded in Plat Book 10, page 13, of
the public records of Leon County, Florida.
PARCEL 8 FORREST BUILDING
Lot 1, Block A, of Koger Center South, as recorded in Plat Book 9, page 71, of
the public records of Leon County, Florida.
<PAGE>
EXHIBIT "A-6"
Description of Property located in the
County of Travis, State of Texas
TRACT 1: (LIVINGSTON)
Being Lot 3A of RESUBDIVISION OF A PORTION OF LOT 3, KOGER EXECUTIVE CENTER,
UNIT TWO, a subdivision in Travis County, Texas, according to the map or plat
thereof recorded in Book 76, Page 50, Plat Records, Travis County, Texas.
TRACT 2: (TRAVIS)
Being Lot 3B of RESUBDIVISION OF A PORTION OF LOT 3, KOGER EXECUTIVE CENTER,
UNIT TWO, a subdivision in Travis County, Texas, according to the map or plat
thereof recorded in Book 76, Page 50, Plat Records, Travis County, Texas.
TRACT 3: (WHITNEY)
Being Lot 3C of RESUBDIVISION OF A PORTION OF LOT 3, KOGER EXECUTIVE CENTER,
UNIT TWO, a subdivision in Travis County, Texas, according to the map or plat
thereof recorded in Book 76, Page 50, Plat Records, Travis County, Texas.
TRACT 4: (CROSS)
Being Lot 5 of KOGER EXECUTIVE CENTER UNIT THREE, a subdivision in Travis
County, Texas, according to the map or plat thereof recorded in Book 75, Page
322, Plat Records, Travis County, Texas.
TRACT 5: (COLORADO)
Being Lot 6A of RESUBDIVISION LOT 6 KOGER EXECUTIVE CENTER UNIT THREE, a
subdivision in Travis County, Texas, according to the map or plat thereof
recorded in Book 77, Page 167, Plat Records, Travis County, Texas.
TRACT 6: (PROCTOR)
Being Lot 6B of RESUBDIVISION LOT 6 KOGER EXECUTIVE CENTER UNIT THREE, a
subdivision in Travis County, Texas, according to the map or plat thereof
recorded in Book 77, Page 167, Plat Records, Travis County, Texas.
TRACT 7: (BENBROOK)
Being Lot 8 of KOGER EXECUTIVE CENTER UNIT FOUR, a subdivision in Travis County,
Texas, according to the map or plat thereof recorded in Book 80, Page 176, Plat
Records, Travis County, Texas.
<PAGE>
TRACT 8: (MEREDETH)
Being Lot 9 of KOGER EXECUTIVE CENTER UNIT FOUR, a subdivision in Travis County,
Texas, according to the map or plat thereof recorded in Book 80, Page 176, Plat
Records, Travis County, Texas.
EXHIBIT "A-6" continued
TRACT 9: (BRIDGEPORT)
Being Lot 10 of KOGER EXECUTIVE CENTER UNIT FOUR, a subdivision in Travis
County, Texas, according to the map or plat thereof recorded in Book 80, Page
176, Plat Records, Travis County, Texas.
TRACT 10: (HUBBARD)
Being Lot 1 of KOGER EXECUTIVE CENTER UNIT FIVE, a subdivision in Travis County,
Texas, according to the map or plat thereof recorded in Book 84, Page 6D-7A,
Plat Records, Travis County, Texas.
TRACT 11: (BUCHANAN)
Being Lot 2 of KOGER EXECUTIVE CENTER UNIT FIVE, a subdivision in Travis County,
Texas, according to the map or plat thereof recorded in Book 84, Page 6D-7A,
Plat Records, Travis County, Texas.
TRACT 12: (MEDINA)
Being Lot 4A of KOGER EXECUTIVE CENTER UNIT FIVE, a subdivision in Travis
County, Texas, according to the map or plat thereof recorded in Book 84, Page
6D-7A, Plat Records, Travis County, Texas.
<PAGE>
EXHIBIT "A-7"
Description of Property located in the
County of El Paso, State of Texas
PARCEL 1: (MESA BUILDING)
All that certain tract or parcel of land situate in El Paso, El Paso County,
Texas, and being a portion of Survey 132 Unplatted of Stone Subdivision, Block
4, described as follows:
Commence at the point of intersection of the northerly right-of-way line of
Wallington Lane, as extended, (80' R/W) with the easterly right-of-way line of
North Mesa Street (variable R/W); thence along the easterly right-of-way line of
North Mesa Street North 50(degree) 49' 00" West, 270.00 feet to the POINT OF
BEGINNING; thence continue along the easterly right-of-way line of North Mesa
Street the following two (2) courses and distances: 1) North 50(degree) 49' 00"
West 37.06 feet, and 2) with a curve to the right, having a radius of 512.97
feet, a central angle of 09(degree) 52' 16" and a chord which bears North
45(degree) 52' 52" West 88.27 feet, an arc distance of 88.38 feet to a point;
thence departing said easterly right-of-way line of North Mesa Street North
39(degree) 11' 00" East 320.20 feet to a point on the westerly right-of-way line
of Ridgecrest Drive, (60' R/W); thence along the westerly right-of-way line of
Ridgecrest Drive with a curve to the left, having a radius of 293.60 feet, a
central angle of 25(degree) 11' 52" and a chord which bears South 38(degree) 07'
42" East 128.13 feet, an arc distance of 129.12 feet to a point; thence
departing said westerly right-of-way line of Ridgecrest Drive, South 39(degree)
11' 00" West 299.64 feet to the POINT OF BEGINNING.
PARCEL 2: (PRESIDIO BUILDING)
Lot 1, Block E, EXECUTIVE PARK, a subdivision in the City of El Paso, El Paso
County, Texas, according to the plat thereof on file in Volume 20, Page 17, of
the Plat Records of El Paso County, Texas; and the Northerly 60.00 feet of Lot
2, Block E, EXECUTIVE PARK UNIT 2, a subdivision in the City of El Paso, El Paso
County, Texas, according to the plat thereof on file in Volume 24, Page 36, of
the Plat Records of El Paso County, Texas.
PARCEL 3: (KOGERAMA BUILDING)
A portion of Lots 7 and 8, Block B, EXECUTIVE PARK UNIT 2, a subdivision in the
City of El Paso, El Paso County, Texas, according to the plat thereof on file in
Volume 24, Page 36, of the Plat Records of El Paso County, Texas, and being more
particularly described as follows:
<PAGE>
EXHIBIT "A-7" continued
BEGINNING at a point lying on the southerly right-of-way line of Rio Bravo Drive
(60' R/W) and being the northwest corner of Lot 7 and the northeast corner of
Lot 8, Block B, Executive Park Unit 2; thence, North 89(degree) 58' 15" East
along the southerly right-of-way line of Rio Bravo Drive and the northerly
boundary line of said Lot 7 a distance of 91.22 feet; thence, South 00(degree)
01' 45" East a distance of 255.00 feet to a point lying on the southerly
boundary line of said Lot 7; thence, South 89(degree) 58' 15" West along the
southerly boundary line of said Lots 7 and 8 a distance of 231.22 feet to a
point; thence North 00(degree) 01' 45" West a distance of 255.00 feet to a point
on the southerly right-of-way line of Rio Bravo Drive; thence North 89(degree)
58' 15" East along the southerly right-of-way line of Rio Bravo Drive and the
northerly boundary line of said Lot 8 a distance of 140.00 feet to the Point of
Beginning.
PARCEL 4: (PERSHING EAST BUILDING)
A portion of Lot 8, Block B, EXECUTIVE PARK, UNIT 2, a Subdivision in the City
of El Paso, El Paso County, Texas, according to the Plat thereof on file in
Volume 24, Page 36, of the Plat records of El Paso County, Texas, and all of Lot
9 and a portion of Lot 10, Block B, EXECUTIVE PARK, UNIT 3, a Subdivision in the
City of El Paso, El Paso County, Texas, according to the Plat thereof on file in
Volume 27, Page 1, of the Plat records of El Paso County, Texas, more
particularly described as follows:
BEGINNING at a point on the southerly right-of-way line of Rio Bravo Drive (60"
R/W), said point also being a common corner of Lot 8, Block B, Executive Park
Unit 2, and Lot 9, Block B, Executive Park Unit 3; thence along the southerly
right-of-way line of Rio Bravo Drive and the northerly line of said Lot 8 North
89(degree) 58' 15" East 65.00 feet; thence departing Rio Bravo Drive South
00(degree) 01' 45" East 255.00 feet to a point on the southerly line of Lot 8;
thence South 89(degree) 58' 15" West 300.00 feet along the southerly line of
said Lots 8, 9 and 10 to a point; thence North 00(degree) 01' 45" West 128.00
feet to a point; thence South 89(degree) 58' 15" West 158.75 feet to a point;
thence North 00(degree) 01' 45" West 132.34 feet to a point on the southerly
right-of-way line of Rio Bravo Drive; thence along the southerly right-of-way
line of Rio Bravo Drive the following two (2) courses and distances: 1) with a
curve to the left having a radius of 80.00 feet, a central angle of 21(degree)
03' 50" and a chord which bears South 79(degree) 29' 50" East 29.25 feet, an arc
distance of 29.41 feet, and 2) North 89(degree) 58' 15" East 430.00 feet to the
Point of Beginning.
PARCEL 5: (CARLSBAD BUILDING)
The Southerly 135.00 feet of Lots 5 and 6, Block E, EXECUTIVE PARK, UNIT "3", a
subdivision in the City of El Paso, El Paso County, Texas, according to the plat
thereof on file in Volume 27, Page 1, of the Plat Records of El Paso County,
Texas.
<PAGE>
EXHIBIT "A-7" continued
PARCEL 6: (BROWNSVILLE BUILDING)
A parcel of land in the unplatted portion of EXECUTIVE PARK in the JOHN BARKER
SURVEY NO. 10, City of El Paso, El Paso County, Texas, said parcel being more
particularly described as follows:
Commence at the point of intersection of the northerly line of Executive Center
Boulevard (100' R/W) and the westerly line of Lot 7, Block A, Executive Park,
City of El Paso, El Paso County, Texas; thence, along the northerly right-of-way
line of Executive Center Boulevard with a curve to the left, having a radius of
1501.76 feet, a central angle of 03(degree) 38' 44" and a chord which bears
South 88(degree) 08' 53" West, 95.54 feet, an arc distance of 95.55 feet to the
POINT OF BEGINNING; thence along the northerly right-of-way line of Executive
Center Boulevard with a curve to the left having a radius of 1501.76 feet, a
central angle of 09(degree) 15' 41" and a chord which bears South 81(degree) 41'
41" West 242.49 feet, an arc distance of 242.75 feet to a point; thence,
departing said northerly right-of-way corner of Lot 7, Block A, Executive Park;
thence along the line of Executive Center Boulevard North 00(degree) 01' 45"
West 153.83 feet to a point; thence North 76(degree) 48' 19" East 187.91 feet to
a point; thence South 87(degree) 48' 15" East 57.09 feet to a point; thence
South 00(degree) 01' 45" East 159.50 feet to the POINT OF BEGINNING.
PARCEL 7: (CHAPARRAL)
All of Lot 6, and a portion of Lot 5, Block B, EXECUTIVE PARK, being a replat of
a portion of Block B, a Subdivision in the City of El Paso, El Paso County,
Texas, according to the Plat thereof on file in Volume 24, Page 6 of the Plat
Records of El Paso County, Texas; that portion of Lot 5 being more particularly
described as follows:
Commence at the southwest corner of Lot 6; thence North 00(degree) 01' 45" West
along the westerly line of Lot 6, Block B, Executive Park a distance of 115.12
feet to the POINT OF BEGINNING. Thence South 89(degree) 58' 15" West a distance
of 6.47 feet to a point on the easterly right-of-way line of Rio Bravo Drive (60
foot right-of-way); thence North 09(degree) 01' 37" East along the easterly
right-of-way line of Rio Bravo Drive a distance of 41.09 feet to a point on the
westerly line of Lot 6; thence along the Westerly line of said Lot 6, said line
also being an easterly line of Lot 5 South 00(degree) 01' 45" East a distance of
40.58 feet to the point of beginning.
PARCEL 8: (KOGER BUILDING)
All of Lots 3 & 4 and the Northerly 95.00 feet of Lots 5 & 6, Block E, EXECUTIVE
PARK UNIT "3", a subdivision in the City of El Paso, El Paso County, Texas,
according to the plat thereof on file in Volume 27, Page 1, of the Plat Records
of El Paso County, Texas.
<PAGE>
EXHIBIT "A-7" continued
PARCEL 9: (LIMA BUILDING)
The Westerly 105.51 feet of Lot 6 and the Easterly 61.16 feet of Lot 7, Block A,
EXECUTIVE PARK, a subdivision in the City of El Paso, El Paso County, Texas,
according to the plat thereof on file in Volume 20, Page 17, of the Plat Records
of El Paso County, Texas.
PARCEL 10: (LOS ARCOS BUILDING)
The Southerly 285.00 feet of Lot 2, Block E, EXECUTIVE PARK UNIT 2, a
subdivision in the City of El Paso, El Paso County, Texas, according to the plat
thereof on file in Volume 24, Page 36, of the Plat Records of El Paso County,
Texas; and Lot 7, Block E, EXECUTIVE PARK UNIT "3", a subdivision in the City of
El Paso, El Paso County, Texas, according to the plat thereof on file in Volume
27, Page 1, of the Plat Records of El Paso County, Texas.
PARCEL 11: (LOS PICOS BUILDING)
Lot 4, Block B, EXECUTIVE PARK (REPLAT), a subdivision in the City of El Paso,
El Paso County, Texas, being a replat of a portion of Block B, 4.494 acres of
John Barker Survey No. 10 said subdivision on file in Volume 24, Page 6, of the
Plat Records of El Paso County, Texas; and the Southerly 295.0 feet of Lot 2,
Block C, EXECUTIVE PARK UNIT 2, a subdivision in the City of El Paso, El Paso
County, Texas, according to the plat thereof on file in Volume 24, Page 36, of
the Plat Records of El Paso County, Texas.
PARCEL 12: (MADRID BUILDING)
The West 49.51 feet of Lot 7, Block A, EXECUTIVE PARK, a subdivision in the City
of El Paso, El Paso County, Texas, according to the plat thereof on file in
Volume 20, Page 17, of the Plat Records of El Paso County, Texas; and a portion
of JOHN BARKER SURVEY 10, all being more particularly described as follows:
BEGINNING at the southwest corner of said Lot 7, Block A, Koger Executive Park,
said point also being on the northerly right-of-way line of Executive Center
Boulevard (100 foot right-of-way); thence along the northerly right-of-way line
of Executive Center Boulevard with a curve to the left having a radius of
1501.76 feet, a central angle of 03(degree) 38' 44" and a chord which bears
South 88(degree) 08' 53" West 95.54 feet, an arc distance of 95.55 feet to a
point; thence departing said northerly right-of-way line of Executive
<PAGE>
EXHIBIT "A-7" continued
Center Boulevard North 00(degree) 01' 45" West 159.50 feet to a point; thence
South 87(degree) 48' 15" East 95.56 feet to a point; thence South 00(degree) 01'
45" East 2.75 feet to a point, said point being the northwest corner of Lot 7,
Block A, Executive Park; thence along the north line of said Lot 7 North
89(degree) 58' 15" East 49.51 feet to a point; thence South 00(degree) 01' 45"
East 150.00 feet to a point on the northerly right-of-way line of Executive
Center Boulevard; thence along the northerly right-of-way line of Executive
Center Boulevard South 89(degree) 58' 15" West 49.51 feet to the Point of
Beginning.
PARCEL 13: (PERSHING WEST BUILDING)
A portion of Lots 10 and 11, Block B, EXECUTIVE PARK UNIT "3", a subdivision in
the City of El Paso, El Paso County, Texas, according to the plat thereof on
file in Volume 27, Page 1, of the Plat Records of El Paso County, Texas; and
being more particularly described as follows:
BEGINNING at the southwest corner of Lot 10, Block B, Executive Park Unit "3",
said point also being the southeast corner of Lot 11, Block B, Executive Park
Unit "3"; thence along the south line of said Lot 11, South 89(degree) 58' 15"
West 200 feet to a point; thence departing said south line of Lot 11 North
00(degree) 01' 45" East 315.00 feet to a point; thence North 89(degree) 58' 15"
East 202.54 feet to a point on the westerly right-of-way line of Rio Bravo Drive
(60 foot right-of-way); thence along the westerly right-of-way line of Rio Bravo
Drive with a curve to the left having a radius of 80.00 feet, a central angle of
54(degree) 27' 38" and a chord which bears South 41(degree) 44' 13" East 73.21
feet, an arc distance of 76.04 feet to a point; thence departing said westerly
right-of-way line of Rio Bravo Drive, South 00(degree) 01' 45" East 132.34 feet
to a point; thence North 89(degree) 58' 15" East, 158.75 feet to a point; thence
South 00(degree) 01' 45" East 128.00 feet to a point on the south line of said
Lot 10; thence along the south line of said Lot 10 South 89(degree) 58' 15" West
210.00 feet to the Point of Beginning.
PARCEL 14: (PIONEER)
A portion of Lots 10 and 11, Block B, EXECUTIVE PARK UNIT "3", City of El Paso,
El Paso County, Texas, and being more particularly described in Volume 27, Page
1, as follows:
BEGINNING at the southwest corner of Executive Park Unit 3, City of El Paso, El
Paso County, Texas, said point also being the southwest corner of Lot 11, Block
B, Executive Park Unit 3; thence North 00(degree) 05' 07" West 289.96 feet along
the westerly line of Lot 11, Block B, Executive Park Unit 3, to a point; thence
North 89(degree) 58' 15" East 233.47 feet to a point; thence North 00(degree)
01' 45" West 50.00 feet to a point; thence North 89(degree) 58' 15" East
<PAGE>
EXHIBIT "A-7" continued
108.51 feet to a point; thence North 60(degree) 39' 30" East 136.52 feet to a
point on the westerly right-of-way line of Rio Bravo Drive (60 foot
right-of-way); thence along the westerly right-of-way line of Rio Bravo Drive
South 00(degree) 01' 45" East 71.84 feet to a point, said point being the most
northwesterly corner of Lot 10, Block B, Executive Park Unit 3; thence continue
along the westerly right-of-way line of Rio Bravo Drive and an easterly line of
Lot 10, Block B with a curve to the left having a radius of 80.00 feet, a
central angle of 14(degree) 28' 28" and a chord which bears South 07(degree) 15'
59" East 20.16 feet, an arc distance of 20.21 feet; thence departing Rio Bravo
Drive South 89(degree) 58' 15" West 202.54 feet to a point; thence South
00(degree) 01' 45" East 315.00 feet to a point on the southerly line of
Executive Park Unit 3; thence South 89(degree) 58' 15" West 260.71 feet along
the southerly line of Executive Park Unit 3, to the Point of Beginning.
<PAGE>
EXHIBIT "A-8"
Description of Property located in the
County of Greenville, State of South Carolina
PARCEL 1 - CHESTERFIELD BUILDING
Lot 1 of Koger Executive Center as recorded in Plat Book 5D, Page 75 in the
R.M.C. Office for Greenville County, South Carolina.
This being a portion of the property conveyed to Koger Equity of South Carolina,
Inc. by deed of The Koger Company, a Florida corporation, dated September 1,
1988 and recorded September 13, 1988 in the R.M.C. Office for Greenville County,
South Carolina, in Deed Book 1337, Page 766. By Articles and Plan of Merger,
Koger Equity of South Carolina, Inc., merged into Koger Equity, Inc., which
Articles and Plan of Merger was filed of record in the R.M.C. Office of
Greenville, South Carolina, on January 10, 1994 in Deed Book 1546, at Page 287.
PARCEL 2 - ANDERSON BUILDING
Being a portion of Lot 2 of Koger Executive Center as recorded in Plat Book 5D,
Page 75 in the R.M.C. Office for Greenville County, South Carolina, being more
particularly described as follows:
BEGINNING at the northwest corner of said Lot 2, said point being on the
easterly right-of-way line of the most westerly part of Executive Center Drive
(variable R/W), all as shown on said plat; thence along the northerly boundary
of said Lot 2 the following three (3) courses and distances: (1) South
79(degree)45'00" East 223.00 feet, (2) North 10(degree)15'00" East 74.00 feet,
and (3) South 79(degree)45'00" East 161.00 feet to the northeast corner of said
Lot 2; thence along the easterly boundary of said Lot 2, South 10(degree)15'00"
West 408.37 feet to a point on the northerly right-of-way line of the northerly
frontage road of Interstate No. 385 (variable R/W); thence along said
right-of-way line the following four (4) courses and distances: (1) North
82(degree)57'00" West 86.33 feet, (2) North 79(degree)20'00" West 99.57 feet,
(3) North 76(degree)08'00" West 99.60 feet, and (4) North 73(degree)05'00" West
80.00 feet to a point on the easterly right-of-way line of the most westerly
part of Executive Center Drive; thence along the said right-of-way line the
following three (3) courses and distances: (1) North 27(degree)21'21" West 26.43
feet, (2) North 10(degree)15'00" East 285.49 feet, and (3) North
00(degree)25'41" West 17.00 feet to the Point of Beginning.
This being a portion of the property conveyed to Koger Equity of South Carolina,
Inc. by deed of The Koger Company, a Florida corporation, dated September 1,
1988 and recorded September 13, 1988 in the R.M.C. Office for Greenville County,
South Carolina, in Deed Book 1337, Page 766. By Articles and Plan of Merger,
Koger Equity of South Carolina, Inc., merged into Koger Equity, Inc., which
Articles and Plan of
<PAGE>
EXHIBIT "A-8" continued
Merger was filed of record in the R.M.C. Office of Greenville, South Carolina,
on January 10, 1994 in Deed Book 1546, at Page 287.
PARCEL 3 - BARNWELL BUILDING
Lot 6 of KOGER EXECUTIVE CENTER according to the plat thereof as recorded in
Plat Book 5D, page 75 in the R.M.C. Office for Greenville County, South
Carolina.
PARCEL 4 - LAURENS BUILDING
BEING a portion of Lot 3 of KOGER EXECUTIVE CENTER as recorded in Plat Book 5D,
page 75, in the R.M.C. Office for Greenville County, South Carolina, being more
particularly described as follows:
Commence at the northeast corner of said Lot 3, said point being the southeast
corner of Lot 5 and also being on the westerly right-of-way of the most easterly
part of Executive Center Drive (variable R/W), all as shown on said plat; thence
along said right-of-way line the following three (3) courses and distances: 1)
South 27(degree)48'00" East 20.00 feet, 2) South 18(degree)05'00" East 30.31
feet, and 3) South 03(degree)04'00" East 26.94 feet to the POINT OF BEGINNING;
thence continue along said right-of-way line the following four (4) courses and
distances: (1) South 03(degree)04'00" East 11.41 feet, 2) South 06(degree)05'48"
West 59.75 feet, 3) South 10(degree)20'00" West 195.00 feet, and 4) South
17(degree)30'00" West 46.11 feet to the intersection with the northerly
right-of-way line of the northerly frontage road of Interstate No. 385 (variable
R/W); thence along said right-of-way line the following five (5) courses and
distances: (1) North 88(degree)23'00" West 3.87 feet, 2) South 01(degree)55'00"
West 5.00 feet, 3) North 84(degree)15'00" West 199.00 feet, 4) North
84(degree)25'00" West 98.80 feet, and 5) North 82(degree)57'00" West 13.75 feet
to a point on the westerly boundary of said Lot 3; thence along the westerly
boundary of said Lot 3 North 10(degree)15'00" East 341.37 feet to the northwest
corner of said Lot 3; thence along the northerly boundary of said Lot 3 South
79(degree)45'00" East 170.00 feet to a point; thence continue South
79(degree)45'00" East 142.87 feet to the Point of Beginning.
PARCEL 5 - MARION BUILDING
Being a portion of Lot 3 and all of Lot 5 of KOGER EXECUTIVE CENTER as recorded
in Plat Book 5D, page 75 in the R.M.C. Office of Greenville County, South
Carolina, being more particularly described as follows:
BEGINNING at the northeast corner of said Lot 3, said point being the southeast
corner of said Lot 5 and also being on the southwesterly right-of-way line of
the most easterly part of Executive Center Drive (variable R/W), all as shown on
said plat; thence along said right-of-way line the following three (3) courses
and distances: 1) South 27(degree)48'00" East 20.00 feet, 2) South
18(degree)05'00" East 30.31 feet, and 3) South 03(degree)04'00" East 26.94
<PAGE>
EXHIBIT "A-8" continued
feet to a point; thence North 79(degree)45'00" West 142.87 feet to a point on
the common boundary of said Lots 3 and 5; thence continue along said common
boundary North 79(degree)45'00" West 170.00 feet to the northwest corner of said
Lot 3, said point being a southwest corner of said Lot 5; thence along the
boundary of said Lot 5 the following three (3) courses and distances: 1) North
10(degree)15'00" East 67.00 feet, 2) North 79(degree)45'00" West 120.00 feet,
and 3) North 10(degree)15'00" East 309.06 feet to a point on the southwesterly
right-of-way line of Executive Center Drive; thence along said right-of-way line
the following five (5) courses and distances: 1) South 79(degree)45'00" East
74.47 feet, 2) South 71(degree)39'00" East 50.00 feet, 3) South 56(degree)11'00"
East 50.00 feet, 4) South 36(degree)23'00" East 58.22 feet, and 5) South
27(degree)48'00" East 304.97 feet to the Point of Beginning.
PARCEL 6 - SUMTER BUILDING
Lot 4 of KOGER EXECUTIVE CENTER as recorded in Plat Book 5D, Page 75, in the
R.M.C. Office for Greenville County, South Carolina.
PARCEL 7 - DARLINGTON BUILDING
ALL that certain piece, parcel or lot of land with improvements thereon or to be
constructed thereon, situate, lying and being in the State of South Carolina,
County of Greenville, being a portion of Lot No. 7 of "Koger Executive Center"
according to the plat thereof recorded in the R.M.C. Office for Greenville
County in Plat Book 5D, page 75 and being more particularly described as
follows:
BEGINNING at a point on the northwesterly right-of-way line of Executive Center
Drive, said point being the most southwesterly corner of said Lot No. 7 and the
northeast corner of Lot No. 6, all as shown on the plat, thence along the
southerly, westerly, and northerly boundary of said Lot No. 7 the following four
(4) courses and distances: (1) North 36(degree)18'52" West 107.63 feet, (2)
North 66(degree)18'52" West 204.00 feet, (3) North 23(degree)41'08" East 454.76
feet and (4) North 62(degree)09'00" East 149.51 feet to a point, thence South
28(degree)04'00" East 467.48 feet to a point, thence South 15(degree)00'50" West
197.45 feet to a point on the northwesterly right-of-way line of Executive
Center Drive, thence along said right-of-way line the following six courses and
distances: (1) North 79(degree)45'00" West 38.00 feet, (2) North
86(degree)04'00" West 50.00 feet, (3) South 80(degree)59'00" West 50.00 feet,
(4) South 68(degree)36'00" West 50.00 feet, (5) South 55(degree)46'00" West
50.00 feet and (6) South 47(degree)54'00" West 11.55 feet to the Point of
Beginning.
This being a portion of the property conveyed to Koger Properties, Inc. by deed
of Executive Park Associates recorded May 18, 1973 in the R.M.C. Office for
Greenville County, South Carolina in Deed Book 974 at Page 900.
<PAGE>
EXHIBIT "A-8" continued
PARCEL 8 - DORCHESTER BUILDING
Being a portion of Lot No. 7 of KOGER EXECUTIVE CENTER as recorded in Plat Book
5D, page 75 in the R.M.C. Office for Greenville County, South Carolina, and
being more particularly described as follows:
Commence at a southwest corner of Lot No. 7, said point also being the northeast
corner of Lot No. 6 and being on the northerly right-of-way line of Executive
Center Drive (50' R/W), all as shown on said plat; thence along the northerly
right-of-way line of Executive Center Drive the following six (6) courses and
distances: (1) North 47(degree)54'00" East 11.55 feet, (2) North
55(degree)46'00" East 50.00 feet, (3) North 68(degree)36'00" East 50.00 feet,
(4) North 80(degree)59'00" East 50.00 feet, (5) South 86(degree)04'00" East
50.00 feet, and (6) South 79(degree)45'00" East 38.00 feet to the POINT OF
BEGINNING; thence North 15(degree)00'50" East 197.45 feet to a corner of Lot No.
7; thence along the northerly and easterly boundary of Lot No. 7 the following
three (3) courses and distances: (1) North 61(degree)58'02" East 459.10 feet,
(2) South 27(degree)17'10" East 331.84 feet, and (3) South 27(degree)16'38" East
66.99 feet to a point; thence South 62(degree)48'48" West 181.01 feet to a
point; thence South 27(degree)48'24" East 85.53 feet to a point; thence South
62(degree)11'36" West 74.00 feet to a point; thence North 27(degree)48'24" West
79.05 feet to a point; thence South 27(degree)03'23" West 172.13 feet to a point
on the northeasterly right-of-way line of Executive Center Drive; thence along
the northeasterly and northerly right-of-way line of Executive Center Drive the
following eight (8) courses and distances: (1) North 27(degree)48'00" West 94.66
feet, (2) North 34(degree)35'00" West 53.23 feet, (3) North 38(degree)14'00"
West 16.49 feet, (4) North 48(degree)31'00" West 16.70 feet, (5) North
56(degree)24'00" West 17.28 feet, (6) North 60(degree)40'00" West 50.00 feet,
(7) North 73(degree)14'00" West 50.10 feet, and (8) North 79(degree)45'00" West
136.90 feet to the Point of Beginning.
<PAGE>
EXHIBIT "A-9"
Description of Property located in the
County of Duval, State of Florida
PARCEL A: (OSBORN BUILDING SITE)
All that certain piece, parcel or tract of land situate, lying, and being a
portion of the J. Summeral Grant, Section 57, and the E. Hudnal Grant, Section
59, Township 3 South, Range 27 East, City of Jacksonville, Duval County,
Florida, and being more particularly described as follows:
Commence at the centerline intersection of Baymeadows Road, (formerly San Clerc
Road) (variable R/W), and Interstate 95 (variable R/W); thence along the
centerline of Baymeadows Road South 89(degree)44'01" West 717.54 feet to a
point; thence South 00(degree)15'59" East 90.00 feet to a point on the southerly
right-of-way line of Baymeadows Road, said point being the end of the limited
access right-of-way of Interstate 95; thence along the southerly right-of-way
line of Baymeadows Road South 89(degree)44'01" West 386.96 feet to the
intersection with the westerly right-of-way line of Freedom Commerce Parkway
(variable R/W) as recorded in Official Records Volume 6569, pages 1273 to 1285
of the current public records of Duval County, Florida; thence along the
westerly right-of-way line of Freedom Commerce Parkway the following eight (8)
courses and distances: (1) with a curve to the right having a radius of 25.00
feet, a central angle of 90(degree)00'00" and a chord which bears South
45(degree)15'59" East 35.36 feet, an arc distance of 39.27 feet; 2) South
00(degree)15'59" East 225.00 feet; 3) South 01(degree)56'50" East 701.45 feet;
4) North 68(degree)53'28" East 23.22 feet; 5) with a curve to the left having a
radius of 542.00 feet, a central angle of 28(degree)54'41" and a chord which
bears South 33(degree)19'30" East 270.60 feet, an arc distance of 273.49 feet;
6) South 47(degree)46'50" East 28.18 feet; 7) with a curve to the right having a
radius of 916.00 feet, a central angle of 34(degree)46'06" and a chord which
bears South 30(degree)23'47" East 547.36 feet, an arc distance of 555.85 feet;
and 8) with a curve to the left having a radius of 1,000.00 feet, a central
angle of 26(degree)36'15" and a chord which bears South 26(degree)18'51" East
460.17 feet, an arc distance of 464.33 feet to the POINT OF BEGINNING; thence
continue along the westerly right-of-way line of Freedom Commerce Parkway the
following three (3) courses and distances: 1) with a curve to the left having a
radius of 1,000.00 feet, a central angle of 14(degree)41'25" and a chord which
bears South 46(degree)57'42" East 255.69 feet, an arc distance of 256.39 feet;
2) with a curve to the right having a radius of 866.14 feet, a central angle of
34(degree)22'49" and a chord which bears South 37(degree)06'59" East 511.96
feet, an arc distance of 519.73 feet, and 3) with a curve to the right having a
radius of 25.00 feet, a central angle of 91(degree)01'28" and a chord which
bears South 25(degree)14'41" West 35.67 feet, an arc distance of 39.71 feet to
the intersection with the northerly right-of-way line of Freedom Crossing Trail
(125' R/W) as recorded in Official Records Volume 6569, pages 1286 to 1288, of
said public records; thence along the northerly right-of-way line of Freedom
Crossing Trail South 70(degree)45'00" West 810.17
<PAGE>
EXHIBIT "A-9" continued
feet to a point; thence North 20(degree)18'02" West 137.14 feet to a point;
thence North 17(degree)29'38" East 46.31 feet to a point; thence North
18(degree)17'54" West 70.86 feet to a point; thence North 07(degree)12'17" East
164.32 feet to a point; thence North 45(degree)46'51" East 16.05 feet to a
point; thence South 83(degree)55'02" East 15.98 feet to a point; thence North
48(degree)30'48" East 84.61 feet to a point; thence North 42(degree)16'54" West
2.71 feet to a point; thence North 47(degree)43'06" East 43.55 feet to a point;
thence North 42(degree)16'54" West 111.51 feet to a point; thence North
10(degree)38'11" East 82.77 feet to a point; thence North 49(degree)46'35" East
338.08 feet to the POINT OF BEGINNING.
PARCEL B: (GUNTI BUILDING SITE)
All that certain piece, parcel or tract of land situate, lying, and being a
portion of the J. Summeral Grant, Section 57, and the E. Hudnal Grant, Section
59, Township 3 South, Range 27 East, City of Jacksonville, Duval County,
Florida, and being more particularly described as follows:
Commence at the centerline intersection of Baymeadows Road, (formerly San Clerc
Road) (variable R/W), and Interstate 95 (variable R/W); thence along the
centerline of Baymeadows Road South 89(degree)44'01" West 717.54 feet to a
point; thence South 00(degree)15'59" East 90.00 feet to a point on the Southerly
right-of-way line of Baymeadows Road, said point being the end of the limited
access right-of-way of Interstate 95; thence along the Southerly right-of-way
line of Baymeadows Road, South 89(degree)44'01" West 386.96 feet to the
Intersection with the Westerly right-of-way line of Freedom Commerce Parkway
(variable R/W) as recorded in Official Records Volume 6569, Pages 1273 to 1285
of the Current Public Records of Duval County, Florida, thence along the
Westerly right-of-way line of Freedom Commerce Parkway the following seven (7)
courses and distances: 1) with a curve to the right, having a radius of 25.00
feet, a central angle of 90(degree)00'00" and a chord which bears South
45(degree)15'59" East, 35.36 feet, an arc distance of 39.27 feet; 2) South
00(degree)15'59" East, 225.00 feet; 3) South 01(degree)56'50" East, 701.45 feet;
4) North 68(degree)53'28" East, 23.22 feet; 5) with a curve to the left having a
radius of 542.00 feet, a central angle of 28(degree)54'41" and a chord which
bears South 33(degree)19'30" East, 270.60 feet, an arc distance of 273.49 feet;
6) South 47(degree)46'50" East, 28.18 feet; and 7) with a curve to the right
having a radius of 916.00 feet, a central angle of 09(degree)28'32" and a chord
which bears South 43(degree)02'34" East 151.32 feet, and arc distance of 151.49
feet to the POINT OF BEGINNING; thence continue along the Westerly right-of-way
line of Freedom Commerce Parkway the following two (2) courses and distances: 1)
with a curve to the right having a radius of 916.00 feet, a central angle of
25(degree)17'34" and a chord which bears South 25(degree)39'31" East 401.08
feet, an arc distance of 404.36 feet, and 2) with a curve to the left having a
radius of 1,000.00 feet, a central angle of 26(degree)36'15" and a chord which
bears South 26(degree)18'51" East 460.17 feet, an arc distance of 464.33 feet to
a point; thence South 49(degree)46'35" West 338.08 feet to a point; thence South
10(degree)38'11" West, 82.77 feet to a point; thence South 42(degree)16'54" East
111.51 feet to a point; thence South 47(degree) 43' 06"
<PAGE>
EXHIBIT "A-9" continued
West 43.55 feet to a point; thence South 42(degree)16'54" East 2.71 feet to a
point; thence South 48(degree)30'48" West 84.61 feet to a point; thence North
83(degree)55'02" West 15.98 feet to a point; thence South 45(degree)46'51" West
16.05 feet to a point; thence North 34(degree)18'40" West 63.25 feet to a point;
thence North 46(degree)51'57" West 109.24 feet to a point; thence North
09(degree)27'12" West 51.86 feet to a point; thence North 10(degree)52'20" East
99.52 feet to a point; thence North 65(degree)13'50" West 276.24 feet to a
point; thence North 00(degree)18'53" West 186.21 feet to a point; thence North
76(degree)51'48" East 28.46 feet to a point; thence South 72(degree)15'39" East
127.32 feet to a point; thence North 66(degree)59'24" East 21.49 feet to a
point; thence North 31(degree)11'31" West 137.61 feet to a point; thence South
43(degree)04'58" West 24.10 feet to a point; thence North 84(degree)10'26" West
72.56 feet to a point; thence North 01(degree)20'47" East 92.77 feet to a point;
thence North 34(degree)07'18" East 63.10 feet to a point; thence North
81(degree)22'59" East 102.28 feet to a point; thence North 74(degree)21'08" East
137.49 feet to a point; thence North 41(degree)50'28" East 40.69 feet to a
point; thence North 00(degree)29'23" East 26.23 feet to a point; thence North
54(degree)59'02" West 193.62 feet to a point; thence North 47(degree)46'54" West
83.03 feet to a point; thence North 51(degree)04'37" East 272.01 feet to the
POINT OF BEGINNING.
PARCEL C: (JACKSON BUILDING SITE)
All that certain piece, parcel or tract of land lying, situate and being a
portion of the Francis Richard Grant, Section 56 and a portion of Section 26,
Township 3 South, Range 27 East, Duval County, Florida, and being a part of the
lands described in a deed recorded in Official Records Volume 6384, page 762 in
the current public records of Duval County, Florida, and being more particularly
described as follows:
Commence at the intersection of the centerline of Baymeadows Road (formerly San
Clerc Road) (variable R/W) with the centerline of Interstate 95 (variable R/W)
as said rights-of-way now exist; thence along the centerline of Interstate 95
South 29(degree)17'14" East 1,409.20 feet to a point; thence South
60(degree)42'46" West 168.07 feet to a point, said point being on the westerly
right-of-way line of Interstate 95 and also being the northeasterly corner of
the property described in a deed recorded in Official Records Volume 6749, page
1083 of said public records; thence along the westerly right-of-way line of
Interstate 95 the following two (2) courses and distances: 1) South
31(degree)48'59" East 409.52 feet (REC) South 31(degree)50'02" East 409.77 feet
(ACT), and 2) South 29(degree)17'14" East 399.06 feet (REC) South 29(degree) 20'
14" East 399.24 feet (ACT) to the POINT OF BEGINNING; thence continue along the
westerly right-of-way line of Interstate 95 South 29(degree)17'14" East 803.15
feet (REC) South 29(degree)20'14" East 801.67 feet (ACT) to the southeasterly
corner of the lands described in a deed recorded in Official Records Volume
6384, page 762 of said public records; thence along the southerly boundary of
the lands described in a deed recorded in ORV 6384, page 762 of said public
records, North 88(degree)18'01" West 489.57 feet (REC) North 88(degree)28'30"
West 489.81 feet (ACT) to the southwesterly corner of the lands described in
said deed; thence North 34(degree)30'23" West 222.21 feet to a point, said
<PAGE>
EXHIBIT "A-9" continued
point being on the easterly right-of-way line of Dix Ellis Trail (60' R/W);
thence along said easterly right-of-way line of Dix Ellis Trail the following
two (2) courses and distances: 1) with a curve to the left having a radius of
180.00 feet, a central angle of 48(degree)11'23" and a chord which bears North
10(degree)24'42" West 146.97 feet, an arc distance of 151.39 feet to a point,
and 2) North 34(degree)30'23" West 319.13 feet to a point, said point being a
southwesterly corner of property described in a deed recorded in Official
Records Volume 6749, page 1083 of said public records; thence North
55(degree)29'37" East 294.00 feet (REC) North 55(degree)30'44" East 293.98 feet
(ACT) to a point; thence South 45(degree)49'34" East 160.70 feet to a point;
thence North 60(degree)42'46" East 83.00 feet (REC) North 60(degree)42'02" East
83.16 feet (ACT) to the Point of Beginning.
PARCEL D: (HAMILTON BUILDING SITE)
All that certain piece, parcel or tract of land situate, lying and being a
portion of the Francis Richard Grant, Section 56 located in Township 3 South,
Range 27 East, Duval County, Florida, and being a part of the property described
in a deed recorded in Official Records Volume 6384, page 762, in the current
public records of Duval County, Florida, and being more particularly described
as follows:
Commence at the intersection of the centerline of Baymeadows Road (formerly San
Clerc Road) (variable R/W) with the centerline of Interstate 95 (variable R/W)
as said rights-of-way now exist; thence along the centerline of Interstate 95
South 29(degree)17'14" East 1,409.20 feet to a point; thence South
60(degree)42'46" West 168.07 feet to the POINT OF BEGINNING, said point being on
the southwesterly right-of-way line of Interstate 95, said point also being on
the northeasterly corner of the property described in said deed; thence along
the southwesterly right-of-way line of Interstate 95 the following two (2)
courses and distances: 1) South 31(degree)48'59" East 409.52 feet (REC) South
31(degree)50'02" East 409.77 feet (ACT), and 2) South 29(degree)17'14" East
399.06 feet (REC) South 29(degree)20'14" East 399.24 feet (ACT) to a point;
thence South 60(degree)42'46" West 83.00 feet (REC) South 60(degree)42'02" West
83.16 feet (ACT) to a point; thence North 45(degree)49'34" West 160.70 feet to a
point; thence South 55(degree)29'37" West 294.00 feet (REC) 55(degree)30'44"
West 293.98 feet (ACT) to a point on the easterly right-of-way line of Dix Ellis
Trail (60' R/W); thence along the easterly right-of-way line of Dix Ellis Trail
North 34(degree)30'23" West 641.61 feet to the northwesterly corner of the
property described in said deed; thence along the northerly boundary of the
property described in said deed North 55(degree)28'46" East 463.61 feet (REC)
North 55(degree)29'37" East 463.41 feet (ACT) to the Point of Beginning.
<PAGE>
EXHIBIT "A-10"
Description of Property located in the
County of Orange, State of Florida
PARCEL 1 (KOGERAMA BUILDING/0301) :
Lot 7 except the Southeasterly 6.00 feet thereof, Block C, Orlando Area
Executive Center, Unit One, according to the Plat thereof, as recorded in Plat
Book 1, Pages 29 and 30, Public Records of Orange County, Florida.
PARCEL 2 (INDEPENDENCE BUILDING/0302) :
Lot 1 and a portion of Lots 2 and 4, Block "B", Orlando Area Executive Center,
Unit One, according to the Plat thereof, as recorded in Plat Book 1, Pages 29
and 30, Public Records of Orange County, Florida, said portions of Lots 2 and 4
being more particularly described as follows:
Commence at the Northeast corner of said Lot 4, for the POINT OF BEGINNING;
thence run South 34(degree) 34' 13" East, along the Westerly right-of-way line
of Executive Center Drive, 25.33 feet to a point lying on the North line of the
property described in that certain mortgage recorded in Official Records Book
4240, Page 4113 of said Public Records; thence run South 75(degree) 33' 15"
West, along said North line of the property described in said mortgage, 414.40
feet to a point lying on the West line of aforesaid Block "B", said point also
lying on the Easterly right-of-way line of Woodcock Road and on a non-tangent
curve concave Westerly; thence run Northwesterly along said Easterly
right-of-way line and said non-tangent curve, having a radius length of 2892.17
feet, a central angle of 04(degree) 19' 21", an arc length of 218.19 feet, a
chord distance of 218.14 feet, and a chord bearing of North 04(degree) 10' 20"
East to the Northwest corner of aforesaid Lot 2; thence run South 89(degree) 01'
27" East, along the North line of said Lot 2, a distance of 322.71 feet to the
Northeast corner of said Lot 2, said corner lying on the aforesaid Westerly
right-of-way line of Executive Center Drive and a non-tangent curve concave
Northeasterly; thence run Southeasterly along said Westerly right-of-way line
and said curve, having a radius length of 433.11 feet, a central angle of
12(degree) 18' 32", an arc length of 93.04 feet, a chord length of 92.87 feet,
and a chord bearing of South 28(degree) 24' 57" East to the point of tangency;
thence run South 34(degree) 34' 13" East, along said Westerly right-of-way line,
6.95 feet to the POINT OF BEGINNING.
PARCEL 3 (CARR BUILDING/0303) :
The Easterly 70.75 feet of Lot 9 and all of Lot 10 of Block A, Orlando Area
Executive Center, Unit One, according to the Plat thereof, as recorded in Plat
Book 1, Pages 29 and 30, in the Public Records of Orange County, Florida.
<PAGE>
EXHIBIT "A-10" continued
PARCEL 4 (ROCKBRIDGE BUILDING/0304) :
The North 143.47 feet of Lot 5 and the South 156.53 feet of Lot 6, Block A of
Orlando Area Executive Center, Unit One, according to the Plat thereof, as
recorded in Plat Book 1, Pages 29 and 30, of the Public Records of Orange
County, Florida.
PARCEL 5 (SARATOGA BUILDING/0305) :
Lot 3 and a part of Lots 2 and 4 of Block B, Orlando Area Executive Center, Unit
One, according to the Plat thereof, as recorded in Plat Book 1, Pages 29 and 30
in the Public Records of Orange County, Florida, said part of Lots 2 and 4 being
more particularly described as follows:
Commence at the most Easterly corner of Lot 2, said point also being the
Northeast corner of Lot 4 and being on the Southwesterly right-of-way line of
Executive Center Drive (80' R/W), all as shown on said plat; thence along the
Southwesterly right-of-way line of Executive Center Drive South 34(degree) 34'
13" East 25.33 feet to the POINT OF BEGINNING; thence continue along the
Southwesterly right-of-way line of Executive Center Drive the following two (2)
courses and distances: 1) South 34(degree) 34' 13" East 134.67 feet, and 2) with
a curve to the right having a radius of 30.00 feet, a central angle of
90(degree) 00' 00" and a chord which bears South 10(degree) 25' 47" West 42.43
feet, an arc distance of 47.12 feet to a point on the Northwesterly right-of-way
line of McCrory Place (60' R/W); thence along the Northwesterly right-of-way
line of McCrory Place South 55(degree) 25' 47" West 220.00 feet to the Southwest
corner of Lot 4; thence along the common line of Lots 3 and 4 North 34(degree)
34' 13" West 190.00 feet to a point on the Southeasterly line of Lot 2; said
point also being the Northwest corner of Lot 4 and the Northeast corner of Lot
3; thence along the common line of Lots 2 and 3 South 55(degree) 25' 47" East
232.10 feet to a point on the Southeasterly right-of-way line of Woodcock Road
(60' R/W); thence along the Southeasterly right-of-way line of Woodcock Road the
following two (2) courses and distances: 1) with a curve to the right having a
radius of 1,891.73 feet, a central angle of 04(degree) 30' 42" and a chord which
bears North 04(degree) 05' 04" East 148.92 feet, an arc distance of 148.96 feet,
and 2) with a curve to the left having a radius of 2,892.17 feet, a central
angle of 00(degree) 00' 25" and a chord which bears North 06(degree) 20' 13"
East .35 feet, an arc distance of .35 feet to a point; thence North 75(degree)
33' 15" East 414.40 feet to the POINT OF BEGINNING.
PARCEL 6 (ST. PAUL BUILDING/0306) :
The North 20.00 feet of Lot 8, and all of Lot 9, except the Easterly 70.75 feet
thereof, Block A, Orlando Area Executive Center, Unit One, according to the Plat
thereof, as recorded in Plat Book 1, Pages 29 and 30, Public Records of Orange
County, Florida.
<PAGE>
EXHIBIT "A-10" continued
PARCEL 7 (TEDDER BUILDING/0307) :
The North 20.00 feet of Lot 3, all of Lot 4, and all of Lot 5 except the North
143.47 feet, Block A, Orlando Area Executive Center, Unit One, according to the
Plat thereof, as recorded in Plat Book 1, Pages 29 and 30, in the Public Records
of Orange County, Florida.
PARCEL 8 (ESSEX BUILDING/0308) :
Lots 1 and 2 and the Southeasterly 6.0 feet of Lot 7, Block C, Orlando Area
Executive Center, Unit One, according to the Plat thereof, recorded in Plat Book
1, Pages 29 and 30, of the Public Records of Orange County, Florida, excepting
therefrom the Easterly 20.0 feet of Lots 2 and 7.
PARCEL 9 (PALMETTO BUILDING/0309) :
Lot 8 (LESS the North 161.0 feet), all of Lot 7, and Lot 6 (LESS the South
156.53 feet) Block A, Orlando Area Executive Center, Unit One, as recorded in
Plat Book 1, Pages 29 and 30, Public Records of Orange County, Florida.
PARCEL 10 (ENTERPRISE BUILDING/0310) :
Lots 1 and 2, Block E, Orlando Area Executive Center, Unit One, according to the
Plat thereof recorded in Plat Book 1, Pages 29 and 30, of the Public Records of
Orange County, Florida.
PARCEL 11 (PRINCETON BUILDING/0311) :
The Southerly 141.00 feet of the Northerly 161.00 feet of Lot 8, Block A,
Orlando Area Executive Center, Unit One, according to the Plat thereof, as
recorded in Plat Book 1, Pages 29 and 30, in the Public Records of Orange
County, Florida.
PARCEL 12 (AMHERST BUILDING/0312) :
Lot 1, Block F, Orlando Area Executive Center, Unit One, according to the Plat
thereof, as recorded in Plat Book 1, Pages 29 and 30, Public Records of Orange
County, Florida, and the Westerly 73.00 feet of Lot 2, Block F, Orlando Area
Executive Center, Unit Two, according to the Plat thereof, as recorded in Plat
Book 3, Pages 41 and 42, Public Records of Orange County, Florida.
<PAGE>
EXHIBIT "A-10" continued
PARCEL 13 (BENNINGTON BUILDING/0313) :
Lot 4, LESS the Westerly 200.00 feet thereof and all of Lot 5 of Block D,
Orlando Area Executive Center, Unit Two, according to the Plat thereof, as
recorded in Plat Book 3, Pages 41 and 42, in the Public Records of Orange
County, Florida.
PARCEL 14 (PORTERFIELD BUILDING/0314) :
The Easterly 20.00 feet of Lot 2, all of Lots 3, 4, 5 and 6, and the
Southeasterly 6.00 feet of the Easterly 20.00 feet of Lot 7, of Block C, Orlando
Area Executive Center, Unit One, according to the Plat thereof, as recorded in
Plat Book 1, Pages 29 and 30, of the Public Records of Orange County, Florida.
PARCEL 15 (BAINBRIDGE BUILDING/0315) :
The East 215.0 feet of the West 288.0 feet of Lot 2, Block F, Orlando Area
Executive Center, Unit Two, according to the Plat thereof, as recorded in Plat
Book 3, Pages 41 and 42, Public Records of Orange County, Florida.
PARCEL 16 (LEXINGTON BUILDING/0316) :
Lots 1 and 2, Block D of Orlando Area Executive Center, Unit One, according to
the Plat thereof, as recorded in Plat Book 1, Pages 29 and 30, of the Public
Records of Orange County, Florida; and the Westerly 200 feet of Lots 3 and 4,
Block D of Orlando Area Executive Center, Unit Two, according to the Plat
thereof, as recorded in Plat Book 3, Pages 41 and 42, of the Public Records of
Orange County, Florida.
PARCEL 17 (COMMODORE BUILDING/0317) :
The East 100 feet of Lot 3 and all of Lot 6, Block D, Orlando Area Executive
Center, Unit Two, as recorded in Plat Book 3, Pages 41 and 42, of the Public
Records of Orange County, Florida; also being described as follows:
Commence at the Southwest corner of Section 20, Township 22 South, Range 30
East; thence North 00(degree) 20' 58" East along the West line of said Section
20, a distance of 1084.45 feet to a point on the Northerly right-of-way line for
Maguire Boulevard; thence from a tangent bearing of North 37(degree) 13' 46"
East run Northeasterly along the arc of a curve concave Southeasterly having a
radius of 1790.0 feet and a central angle of 18(degree) 12' 01" a distance of
568.60 feet to the point of tangency of said curve; thence North 55(degree) 25'
47" East along said Northerly right-of-way line 1276.74 feet to the Westerly
right-of-way line for Lawton Road; thence North 34(degree) 34' 13" West along
said Westerly right-of-way line 200.0 feet for a POINT OF BEGINNING; thence
<PAGE>
South 55(degree) 25' 47" West 400.00 feet; thence North 34(degree) 34' 13" West
200.00 feet to the Southerly right-of-way line for
EXHIBIT "A-10" continued
McCrory Place, thence North 55(degree) 25' 47" East along said Southerly
right-of-way line 44.33 feet to the point of curvature of a curve concave
Northwesterly having a radius of 191.78 feet; thence Northeasterly along the arc
of said curve through a central angle of 54(degree) 27' 14" a distance of 182.27
feet to the point of reverse curvature of a curve concave Southeasterly having a
radius of 30.0 feet; thence Northeasterly along the arc of said curve through a
central angle of 90(degree) 00' 00" a distance of 47.12 feet to the point of
tangency of said curve; thence South 89(degree) 01' 27" East along the Southerly
right-of-way line for Lawton Road 103.0 feet to the point of curvature of a
curve concave Southwesterly having a radius of 176.71 feet; thence Southeasterly
along the arc of said curve through a central angle of 54(degree) 27' 14" a
distance of 167.95 feet to the point of tangency of said curve; thence South
34(degree) 34' 13" East 83.59 feet to the POINT OF BEGINNING.
PARCEL 18 (HOLLISTER BUILDING/0318) :
Being the East 12.0 feet of Lot 2 and all of Lot 3, Block "F", of Orlando Area
Executive Center, Unit Two as recorded in Plat Book 3, Pages 41 and 42, and a
portion of Lot 4, Block "F" of Orlando Area Executive Center, Unit Three, as
recorded in Plat Book 5, Page 121, all of the Public Records of Orange County,
Florida, being more particularly described as:
Commence at the Southwest corner of Section 20, Township 22 South, Range 30
East; thence North 00(degree) 20' 58" East along the West line of said Section,
a distance of 1084.45 feet to a point on the Northerly right-of-way line for
Maguire Boulevard; thence from a tangent bearing of North 37(degree) 13' 46"
East run Northeasterly along the arc of a curve concave Southeasterly having a
radius of 1790.0 feet and a central angle of 18(degree) 12' 01" a distance of
568.60 feet to the point of tangency of said curve; thence North 55(degree) 25'
47" East along said Northerly right-of-way line 1336.74 feet to the
Northeasterly right-of-way line for Lawton Road; thence North 34(degree) 34' 13"
West along said Northeasterly right-of-way line 283.59 feet to the point of
curvature of a curve concave Southwesterly having a radius of 236.71 feet;
thence Northwesterly along the arc of said curve through a central angle of
24(degree) 16' 24" a distance of 100.28 feet for a POINT OF BEGINNING; thence
continue Northwesterly along the arc of said curve and the Northerly
right-of-way line for Lawton Road, through a central angle of 30(degree) 10' 50"
a distance of 124.69 feet to the point of tangency of said curve; thence North
89(degree) 01' 27" West along said right-of-way line for Lawton Road a distance
of 312.0 feet; thence North 00(degree) 58' 33" East, 200.00 feet; thence South
89(degree) 01' 27" East, 431.0 feet; thence South 00(degree) 58' 33" West,
232.09 feet to the POINT OF BEGINNING.
<PAGE>
EXHIBIT "A-10" continued
PARCEL 19 (YORKTOWN BUILDING/0319) :
Part of Lots 4 and 6 and all of Lot 5, Block F, of Orlando Area Executive
Center, Unit Three, according to the Plat thereof, as recorded in Plat Book 5,
Page 121, of the Public Records of Orange County, Florida, being more
particularly described as follows:
BEGINNING at the intersection of the Northwesterly right-of-way line of Maguire
Boulevard (100' R/W) with the Northeasterly right-of-way line of Lawton Road
(60' R/W), all as shown on said Plat; thence along the Northeasterly
right-of-way line of Lawton Road the following two (2) courses and distances: 1)
North 34(degree) 34' 13" West 283.59 feet, and 2) with a curve to the left,
having a radius of 236.71 feet and a central angle of 24(degree) 16' 24", an arc
distance of 100.28 feet to a point; thence North 00(degree) 58' 33" East 232.09
feet to a point on the Northerly boundary of said Block F; thence along the
Northerly boundary of said Block F South 89(degree) 01' 27" East 414.40 feet to
a point; thence South 00(degree) 58' 33" West 75.00 feet to a point; thence
South 34(degree) 34' 13" East 276.56 feet to a point on the Northwesterly
right-of-way line of Maguire Boulevard; thence along the Northwesterly
right-of-way line of Maguire Boulevard the following two (2) courses and
distances: 1) with a curve to the left, having a radius of 2,000.00 feet and a
central angle of 05(degree) 21' 58", an arc distance of 187.31 feet, and 2)
South 55(degree) 25' 47" West 220.52 feet to the POINT OF BEGINNING.
PARCEL 20 (FORRESTAL BUILDING/0320) :
Lot 2 and part of Lots 1 and 3, Block A, Orlando Area Executive Center, Unit
One, according to the Plat thereof, as recorded in Plat Book 1, Pages 29 and 30,
of the Public Records of Orange County, Florida, being more particularly
described as follows:
Beginning at the intersection of the Northwesterly right-of-way line of Maguire
Boulevard (100' R/W) with the Westerly right-of-way line of Woodcock Road (60'
R/W), all as shown on said plat; thence along the Northwesterly right-of-way
line of Maguire Boulevard with a curve to the left, having a radius of 1,790.00
feet and a central angle of 05(degree) 23' 04", an arc distance of 168.72 feet
to the most Easterly corner of that certain property described in a deed
recorded in Official Records Book 2302, Page 482, in said Public Records; thence
along the boundary of the property described in said deed the following two (2)
courses and distances: 1) North 58(degree) 48' 42" West 202.79 feet, and 2)
North 89(degree) 39' 35" West 112.65 feet; to a point on the Westerly boundary
of said Block A; thence along the Westerly boundary of said Block A North
00(degree) 20' 25" East 205.80 feet to a point; thence South 89(degree) 39' 35"
East 246.69 feet to a point on the Westerly right-of-way line of Woodcock Road;
thence along the Westerly right-of-way line of Woodcock Road the following two
(2) courses and distances: 1) with a curve to the left, having a radius of
282.81 feet and a central angle of 27(degree) 18' 42", an arc distance of 134.81
feet, and 2) South 46(degree) 41' 20" East 100.00 feet to the POINT OF
BEGINNING.
<PAGE>
EXHIBIT "A-10" continued
PARCEL 21 (CHANDLER BUILDING/0321) :
Lot 3, Block E, Orlando Area Executive Center, Unit Two, according to the Plat
thereof, as recorded in Plat Book 3, Pages 41 and 42, Public Records of Orange
County, Florida.
PARCEL 22 (LANGLEY BUILDING/0322) :
A part of Lot 6 and all of Lot 7 of Block F, Orlando Area Executive Center, Unit
Three, according to the Plat thereof, as recorded in Plat Book 5, Pages 121 and
122, in the Public Records of Orange County, Florida, being more particularly
described as follows:
Commence at the intersection of the Northwesterly right-of-way line of Maguire
Boulevard (100' R/W) with the Northeasterly right-of-way line of Lawton Road
(60' R/W), all as shown on said Plat; thence along the Northwesterly
right-of-way line of Maguire Boulevard the following two (2) courses and
distances: 1) North 55(degree) 25' 47" East 220.52 feet, and 2) with a curve to
the right having a radius of 2,000.00 feet, a central angle of 05(degree) 21'
58" and a chord which bears North 58(degree) 06' 46" East 187.24 feet, an arc
distance of 187.31 feet to the POINT OF BEGINNING, said point being the
Southwesterly corner of Lot 6; thence along the Southwesterly line of Lot 6
North 34(degree) 34' 13" West 276.56 feet to a point; thence North 00(degree)
58' 33" East 75.00 feet to a point on the Northerly boundary of said Plat;
thence along the Northerly boundary of said Plat South 89(degree) 01' 27" East
1,324.29 feet to the most Easterly corner of Lot 7, said point being on the
Northerly right-of-way line of Maguire Boulevard; thence along the Northerly and
Northwesterly right-of-way line of Maguire Boulevard the following two (2)
courses and distances: 1) South 84(degree) 46' 43" West 376.18 feet, and 2) with
a curve to the left having a radius of 2,000.00 feet, a central angle of
23(degree) 58' 58" and a chord which bears South 72(degree) 47' 14" West 831.06
feet, an arc distance of 837.16 feet to the POINT OF BEGINNING.
<PAGE>
Exhibit "B-1"
TENNESSEE RIDER
TO
MASTER LIEN INSTRUMENT
The following supersedes and amends the language of the Master Lien Instrument
for the Property located in the state of Tennessee:
1. The following provision is added to and made a part of the Master Lien
Instrument:
Security Agreement. As to any part of the Properties which
constitutes personal property as opposed to real property,
this instrument shall constitute a security agreement under
the Uniform Commercial Code, and as to such collateral,
Grantor hereby grants to Beneficiary a security interest
therein. As to such personal property, Beneficiary shall have,
in addition to all rights and remedies otherwise provided by
law, the rights and remedies of a secured party under the
Uniform Commercial Code of Tennessee, in addition to the
rights and remedies provided herein or in any other instrument
related hereto or by applicable law. Nevertheless, to the full
extent permitted by law, all parts of the Property shall be
deemed to be real property or fixtures and a part of the
freehold, and not personal property.
2. The provision of the Master Lien Instrument entitled "Foreclosure" is deleted
in its entirety and replaced with the following:
Foreclosure. Upon the occurrence of an Event of Default, the
entire unpaid Indebtedness shall, at the option of
Beneficiary, become immediately due and payable for all
purposes without any notice or demand, except as required by
law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF
THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY
WAIVED), and Beneficiary may, in addition to exercising any
rights it may have with respect to the Personal Property under
the Uniform Commercial Code of the jurisdiction in which the
Property is located, institute proceedings in any court of
competent jurisdiction to foreclose this instrument as a
mortgage, or to enforce any of the covenants hereof, or
Trustee or Beneficiary may, either personally or by agent or
attorney in fact, enter upon and take possession of the
Property and may manage, rent or lease the Property or any
portion thereof upon such terms as Beneficiary may deem
expedient, and collect, receive and receipt for all rentals
and other income therefrom and apply the sums so received as
hereinafter provided in case of sale. Trustee is hereby
further authorized and empowered, either after or without such
entry, to sell and dispose of the Property en masse or in
separate parcels (as Trustee may think best), and all the
right, title and interest of Grantor therein, by advertisement
or in any manner provided by the laws of the jurisdiction in
which the Property is located, (GRANTOR HEREBY EXPRESSLY
WAIVES ANY RIGHT
<PAGE>
TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and
deliver a deed of conveyance, all as then may be provided by
law; and Trustee shall, out of the proceeds or avails of such
sale, after first paying and retaining all fees, charges,
costs of advertising the Property and of making said sale, and
attorneys' fees as herein provided, pay to Beneficiary or the
legal holder of the Indebtedness the amount thereof, including
all sums advanced or expended by Beneficiary or the legal
holder of the Indebtedness, with interest from date of advance
or expenditure at the Default Rate (as defined in the Note),
rendering the excess, if any, as provided by law; such sale or
sales and said deed or deeds so made shall be a perpetual bar,
both in law and equity, against Grantor, the heirs, successors
and assigns of Grantor, and all other persons claiming the
Property aforesaid, or any part thereof, by, from, through or
under Grantor. The legal holder of the Indebtedness may
purchase the Property or any part thereof, and it shall not be
obligatory upon any purchaser at any such sale to see to the
application of the purchase money.
3. The following provision is added to and made a part of the Master Lien
Instrument:
Redemption. Grantor expressly waives equity of redemption and
relinquishes the benefits of any statute now or hereafter in
force providing for the redemption of land sold under
mortgages or deeds of trust.
4. The attached Tennessee cover sheet is hereby incorporated herein.
<PAGE>
Loan No. C-331971 Tennessee
Counterpart 4 of 9 for recording in Shelby County, Tennessee
RECORDING REQUESTED BY
"Maximum principal indebtedness for
WHEN RECORDED MAIL TO Tennessee recording tax purposes is
$ "
The Northwestern Mutual Life Ins. Co.
720 East Wisconsin Avenue - Rm N16WC
Milwaukee, WI 53202
Attn: Kathleen A. Evanson
SPACE ABOVE THIS LINE FOR RECORDER'S USE
This instrument was prepared by Paul E. McElwee, Attorney, for The Northwestern
Mutual Life Insurance Company, 720 East Wisconsin Avenue, Milwaukee, WI 53202.
MASTER LIEN INSTRUMENT
(Tennessee cover sheet)
DEED OF TRUST AND SECURITY AGREEMENT
from
KOGER EQUITY, INC.
to
JOHN S. SHOAF, JR., TRUSTEE
for the benefit of
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
PURSUANT TO THE PROVISIONS OF CHAPTER NO. 137 OF THE PUBLIC ACTS OF THE STATE OF
TENNESSEE (TENNESSEE CODE ANNOTATED, SECTION 47-28-101 ET SEQ.) EFFECTIVE JUNE
30, 1987, THIS INSTRUMENT IS INTENDED TO SECURE THE DEBTS AND OBLIGATIONS
REFERRED TO HEREIN AS OBLIGATORY FUTURE ADVANCES, AND ALL ADVANCES MADE
HEREUNDER WILL BE FOR COMMERCIAL PURPOSES.
MULTI-STATE LEGEND
<PAGE>
This Master Lien Instrument has been executed in nine (9) counterparts for
recordation in nine counties in four states and is collateral security for the
Tranche A Promissory Note of even date herewith in the original principal amount
of $100,500,000.00 and the Tranche B Promissory Note of even date herewith in
the original principal amount of $89,500,000.00.
Exhibit "B-2"
SOUTH CAROLINA RIDER
TO
MASTER LIEN INSTRUMENT
The following supersedes and amends the language of the Master Lien Instrument
for the Property located in the state of South Carolina:
1. The Master Lien Instrument is a Mortgage, Security Agreement and Fixture
Filing.
2. The term "Grantor" as it appears in the Master Lien Instrument is replaced in
each instance with the term "Mortgagor" in its place and stead.
3. The term "Beneficiary" as it appears in the Master Lien Instrument is
replaced in each instance with the term "Mortgagee" in its place and stead.
4. The term "Trustee" and the words "or Trustee" and "Trustee or" as they appear
in the Master Lien Instrument are deleted in their entirety.
5. The first grammatical paragraph of the Master Lien Instrument is deleted in
its entirety and replaced with the following:
THIS MASTER LIEN INSTRUMENT, Made as of the 16th day of
December, 1996 between KOGER EQUITY, INC., a Florida
corporation, 3986 Boulevard Center Drive, Jacksonville, FL
32207, herein (whether one or more in number) called
"Mortgagor", and THE NORTHWESTERN MUTUAL LIFE INSURANCE
COMPANY, a Wisconsin corporation, 720 E. Wisconsin Avenue,
Milwaukee, WI 53202, herein called "Mortgagee":
6. The "Granting Clause" of the Master Lien Instrument is deleted in its
entirety and replaced with the following:
WITNESSETH, That Mortgagor, in consideration of the
indebtedness herein mentioned, does hereby grant, convey,
mortgage and warrant unto Mortgagee forever, with power of
sale and right of entry and possession, the following
properties (herein collectively referred to as the
"Properties" and individually referred to as a "Property"):
<PAGE>
A. The land described in Exhibits "A-1" through "A-10"
attached hereto and incorporated herein (the "Land")
and all appurtenances thereto; and
B. All buildings and improvements now existing or
hereafter erected thereon, all waters and water
rights, all engines, boilers, elevators and
machinery, all heating apparatus, electrical
equipment, air-conditioning equipment, water and gas
fixtures, and all other fixtures of every description
belonging to Mortgagor which are or may be placed or
used upon the Land or attached to the buildings or
improvements, all of which, to the extent permitted
by applicable law, shall be deemed an accession to
the freehold and a part of the realty as between the
parties hereto.
Mortgagor agrees not to sell, transfer, assign or remove anything
described in B above now or hereafter located on the Land without prior
written consent from Mortgagee unless (i) such action does not
constitute a sale or removal of any buildings or improvements or the
sale or transfer of waters or water rights and (ii) such action results
in the substitution or replacement with similar items of equal value.
Without limiting the foregoing grants, Mortgagor hereby pledges to
Mortgagee, and grants to Mortgagee a security interest in, all of
Mortgagor's present and hereafter acquired right, title and interest in
and to the Properties and any and all
C. cash and other funds now or at any time hereafter
deposited by or for Mortgagor on account of tax,
special assessment, replacement or other reserves
required to be maintained pursuant to the Loan
Documents (as hereinafter defined) with Mortgagee or
a third party, or otherwise deposited with, or in the
possession of, Mortgagee pursuant to the Loan
Documents; and
D. surveys, soils reports, environmental reports,
architect's contracts, construction contracts,
drawings and specifications, applications, permits,
surety bonds and other contracts relating to the
acquisition, design, development, construction and
operation of the Property; and
<PAGE>
E. present and future rights to condemnation awards,
insurance proceeds or other proceeds at any time
payable to or received by Mortgagor on account of the
Property or any of the foregoing personal property.
All personal property hereinabove described is hereinafter
referred to as the "Personal Property".
7. The first grammatical phrase of the "Securing Clause" of the Master Lien
Instrument is deleted and replaced with the following:
TO HAVE AND TO HOLD the same unto Mortgagee for the purpose of
securing:
8. The provision of the Master Lien Instrument entitled "Costs, Fees and
Expenses" is deleted in its entirety and replaced with the following:
Costs, Fees and Expenses. Mortgagor agrees to appear in and
defend any action or proceeding purporting to affect the
security hereof or the rights or powers of Mortgagee
hereunder; to pay all costs and expenses, including the cost
of obtaining evidence of title and reasonable attorney's fees,
incurred in connection with any such action or proceeding; and
to pay any and all attorney's fees and expenses of collection
and enforcement in the event the Note is placed in the hands
of an attorney for collection, enforcement of any of the Loan
Documents is undertaken or suit is brought thereon.
9. The provision of the Master Lien Instrument entitled "Substitution of
Trustee" is deleted in its entirety.
10. The provision of the Master Lien Instrument entitled "Foreclosure" is
deleted in its entirety and replaced with the following:
Foreclosure. Upon the occurrence of an Event of Default, the
entire unpaid Indebtedness shall, at the option of Mortgagee,
become immediately due and payable for all purposes without
any notice or demand, except as required by law, (ALL OTHER
NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO
EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and
Mortgagee may, in addition to exercising any rights it may
have with respect to the Personal Property under the Uniform
Commercial Code of the jurisdiction in which the Properties
are located, institute proceedings in any court of competent
jurisdiction to foreclose this instrument as a mortgage, or to
enforce any of the covenants hereof, or Mortgagee may, either
personally or by agent or attorney in fact, enter upon and
take possession of the Properties and may manage, rent or
lease the Properties or any portion thereof upon such terms as
Mortgagee may deem expedient, and collect, receive and receipt
<PAGE>
for all rentals and other income therefrom and apply the sums
so received as hereinafter provided in case of sale. Mortgagee
is hereby further authorized and empowered, as agent or
attorney in fact, either after or without such entry, to sell
and dispose of the Properties en masse or in separate parcels
(as Mortgagee may think best), and all the right, title and
interest of Mortgagor therein, by advertisement or in any
manner provided by the laws of the jurisdiction in which the
Property is located, (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY
RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute
and deliver a deed of conveyance, all as then may be provided
by law; and Mortgagee shall, out of the proceeds or avails of
such sale, after first paying and retaining all fees, charges,
costs of advertising any Property and of making said sale, and
attorneys' fees as herein provided, apply such proceeds to the
Indebtedness, including all sums advanced or expended by
Mortgagee or the legal holder of the Indebtedness, with
interest from date of advance or expenditure at the Default
Rate (as defined in the Note), rendering the excess, if any,
as provided by law; such sale or sales and said deed or deeds
so made shall be a perpetual bar, both in law and equity,
against Mortgagor, the heirs, successors and assigns of
Mortgagor, and all other persons claiming the Properties
aforesaid, or any part thereof, by, from, through or under
Mortgagor. The legal holder of the Indebtedness may purchase
the Properties or any part thereof, and it shall not be
obligatory upon any purchaser at any such sale to see to the
application of the purchase money.
11. THE UNDERSIGNED HEREBY WAIVES AND RELINQUISHES THE STATUTORY APPRAISAL
RIGHTS WHICH MEAN THE HIGH BID AT THE JUDICIAL FORECLOSURE SALE WILL BE
APPLIED TO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THE MORTGAGED
PROPERTY.
12. The attached South Carolina cover sheet is hereby incorporated herein.
KOGER EQUITY, INC., a Florida
Signed in presence of: corporation
By:
Its:
Attest:
Its:
(corporate seal)
<PAGE>
STATE OF )
) ss.
COUNTY )
PERSONALLY appeared before me , who being duly sworn, says that he saw
the corporate seal of KOGER EQUITY, INC., a Florida corporation, affixed to the
foregoing instrument and that he also saw , President, and
, Secretary of said corporation
sign, and attest the same, and that he with
witnessed the execution and delivery thereof as the act and deed of the said
KOGER EQUITY, INC.
SWORN to before me this
day of December, 1996.
Notary Public for
My commission expires:
<PAGE>
Loan No. C-331971 South Carolina
Counterpart 5 of 9 for recording in Greenville County, South Carolina
RECORDING REQUESTED BY
WHEN RECORDED MAIL TO
The Northwestern Mutual Life Ins. Co.
720 East Wisconsin Avenue - Rm N16WC
Milwaukee, WI 53202
Attn: Kathleen A. Evanson
SPACE ABOVE THIS LINE FOR RECORDER'S USE
This instrument was prepared by Paul E. McElwee, Attorney, for The Northwestern
Mutual Life Insurance Company, 720 East Wisconsin Avenue, Milwaukee, WI 53202.
MASTER LIEN INSTRUMENT
(South Carolina cover sheet)
MORTGAGE AND SECURITY AGREEMENT
from
KOGER EQUITY, INC.
to
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
MULTI-STATE LEGEND
This Master Lien Instrument has been executed in nine (9) counterparts for
recordation in nine counties in four states and is collateral security for the
Tranche A Promissory Note of even date herewith in the original principal amount
of $100,500,000.00 and the Tranche B Promissory Note of even date herewith in
the original principal amount of $89,500,000.00.
<PAGE>
Exhibit "B-3"
FLORIDA RIDER
TO
MASTER LIEN INSTRUMENT
The following supersedes and amends the language of the Master Lien Instrument
for the Property located in the state of Florida:
1. The Master Lien Instrument is a Mortgage, Security Agreement and Fixture
Filing.
2. The term "Grantor" as it appears in the Master Lien Instrument is replaced in
each instance with the term "Mortgagor" in its place and stead.
3. The term "Beneficiary" as it appears in the Master Lien Instrument is
replaced in each instance with the term "Mortgagee" in its place and stead.
4. The term "Trustee" and the words "or Trustee" and "Trustee or" as they appear
in the Master Lien Instrument are deleted in their entirety.
5. The first grammatical paragraph of the Master Lien Instrument is deleted in
its entirety and replaced with the following:
THIS MASTER LIEN INSTRUMENT, Made as of the 16th day of
December, 1996 between KOGER EQUITY, INC., a Florida
corporation, 3986 Boulevard Center Drive, Jacksonville, FL
32207, herein (whether one or more in number) called
"Mortgagor", and THE NORTHWESTERN MUTUAL LIFE INSURANCE
COMPANY, a Wisconsin corporation, 720 E. Wisconsin Avenue,
Milwaukee, WI 53202, herein called "Mortgagee":
6. The "Granting Clause" of the Master Lien Instrument is deleted in its
entirety and replaced with the following:
WITNESSETH, That Mortgagor, in consideration of the
indebtedness herein mentioned, does hereby grant, convey,
mortgage and warrant unto Mortgagee forever, with power of
sale and right of entry and possession, the following
properties (herein collectively referred to as the
"Properties" and individually referred to as a "Property"):
A. The land described in Exhibits "A-1" through
"A-10" attached hereto and incorporated herein
(the "Land") and all appurtenances thereto; and
<PAGE>
B. All buildings and improvements now existing or
hereafter erected thereon, all waters and water
rights, all engines, boilers, elevators and
machinery, all heating apparatus, electrical
equipment, air-conditioning equipment, water and
gas fixtures, and all other fixtures of every
description belonging to Mortgagor which are or
may be placed or used upon the Land or attached to
the buildings or improvements, all of which, to
the extent permitted by applicable law, shall be
deemed an accession to the freehold and a part of
the realty as between the parties hereto.
Mortgagor agrees not to sell, transfer, assign or remove
anything described in B above now or hereafter located on the
Land without prior written consent from Mortgagee unless (i)
such action does not constitute a sale or removal of any
buildings or improvements or the sale or transfer of waters or
water rights and (ii) such action results in the substitution
or replacement with similar items of equal value.
Without limiting the foregoing grants, Mortgagor hereby
pledges to Mortgagee, and grants to Mortgagee a security
interest in, all of Mortgagor's present and hereafter acquired
right, title and interest in and to the Properties and any and
all
C. cash and other funds now or at any time hereafter
deposited by or for Mortgagor on account of tax,
special assessment, replacement or other reserves
required to be maintained pursuant to the Loan
Documents (as hereinafter defined) with Mortgagee
or a third party, or otherwise deposited with, or
in the possession of, Mortgagee pursuant to the
Loan Documents; and
D. surveys, soils reports, environmental reports,
architect's contracts, construction contracts,
drawings and specifications, applications,
permits, surety bonds and other contracts relating
to the acquisition, design, development,
construction and operation of the Property; and
E. present and future rights to condemnation awards,
insurance proceeds or other proceeds at any time
payable to or received by Mortgagor on account of
<PAGE>
the Property or any of the foregoing personal
property.
All personal property hereinabove described is hereinafter
referred to as the "Personal Property".
7. The "Securing Clause" of the Master Lien Instrument is deleted and replaced
with the following:
TO HAVE AND TO HOLD the same unto Mortgagee for the purpose of
securing:
(a) Payment to the order of Beneficiary of the
indebtedness evidenced by (i) the Tranche A Promissory Note of
even date herewith executed by Grantor for the principal sum
of ONE HUNDRED MILLION FIVE HUNDRED THOUSAND DOLLARS, with
final maturity no later than January 1, 2007 and with interest
as therein expressed and (ii) the Tranche B Promissory Note of
even date herewith executed by Grantor for the principal sum
of EIGHTY-NINE MILLION FIVE HUNDRED THOUSAND DOLLARS, with
final maturity no later than January 1, 2009 and with interest
as therein expressed (the Tranche A Promissory Note and
Tranche B Promissory Note, as such instruments may be amended,
restated, renewed and extended, are hereinafter collectively
referred to as the "Note"), it being recognized that the funds
may not have been fully advanced as of the date hereof but may
be advanced in the future in accordance with the terms of a
written contract; and
(b) Payment of all sums that may become due Mortgagee
under the provisions of, and the performance of each agreement
of Mortgagor contained in, the Loan Documents; and
(c) Payment of any additional loan or advance made by
Mortgagee to Mortgagor at any time within 20 years from the
date hereof, with interest thereon at the rate agreed upon,
which shall be equally secured with and have the same priority
as the original indebtedness and subject to all of the terms
and provisions of this mortgage, if such additional loan or
advance is evidenced by a promissory note of Mortgagor that is
identified by a recital that it is secured by this mortgage;
provided that the aggregate amount of outstanding principal at
any one time shall not exceed an amount equal to one hundred
fifty percent (150%) of the principal amount originally
secured hereby. It is understood and agreed that this future
advance provision shall not be construed to obligate the
holder of the Note to make any such additional loans or
advances. Any additional note or notes delivered under this
future advance provision shall be included in "the Note"
wherever it appears in the context of this mortgage. As used
herein, "Loan Documents" means this instrument, the Note, that
certain Absolute Assignment of Leases and Rents of even date
<PAGE>
herewith between Mortgagor and Mortgagee (the "Absolute
Assignment"), that certain Certification of Borrower of even
date herewith, that certain Application dated July 29, 1996
and acceptance letter dated September 10, 1996 executed by
Mortgagor and Mortgagee (together, the "Loan Commitment"), and
any other agreement entered into by Mortgagor and delivered to
Mortgagee in connection with the indebtedness evidenced by the
Note, except for any separate environmental indemnity
agreement, as any of the foregoing may be amended from time to
time.
8. The provision of the Master Lien Instrument entitled "Costs, Fees and
Expenses" is deleted in its entirety and replaced with the following:
Costs, Fees and Expenses. Mortgagor agrees to appear in and
defend any action or proceeding purporting to affect the
security hereof or the rights or powers of Mortgagee
hereunder; to pay all costs and expenses, including the cost
of obtaining evidence of title and reasonable attorney's fees,
incurred in connection with any such action or proceeding; and
to pay any and all attorney's fees and expenses of collection
and enforcement in the event the Note is placed in the hands
of an attorney for collection, enforcement of any of the Loan
Documents is undertaken or suit is brought thereon.
9. The provision of the Master Lien Instrument entitled "Substitution of
Trustee" is deleted in its entirety.
10. The provision of the Master Lien Instrument entitled "Foreclosure" is
deleted in its entirety and replaced with the following:
Foreclosure. Upon the occurrence of an Event of Default, the
entire unpaid Indebtedness shall, at the option of Mortgagee,
become immediately due and payable for all purposes without
any notice or demand, except as required by law, (ALL OTHER
NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO
EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and
Mortgagee may, in addition to exercising any rights it may
have with respect to the Personal Property under the Uniform
Commercial Code of the jurisdiction in which the Properties
are located, institute proceedings in any court of competent
jurisdiction to foreclose this instrument as a mortgage, or to
enforce any of the covenants hereof, or Mortgagee may, either
personally or by agent or attorney in fact, enter upon and
take possession of the Properties and may manage, rent or
lease the Properties or any portion thereof upon such terms as
Mortgagee may deem expedient, and collect, receive and receipt
for all rentals and other income therefrom and apply the sums
so received as hereinafter provided in case of sale. Mortgagee
is hereby further authorized and empowered, as agent or
attorney in fact, either after or without such entry, to sell
and dispose of the Properties en masse or in separate parcels
(as Mortgagee may think best), and all the right, title and
interest of Mortgagor therein, by advertisement or in any
<PAGE>
manner provided by the laws of the jurisdiction in which the
Property is located, (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY
RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute
and deliver a deed of conveyance, all as then may be provided
by law; and Mortgagee shall, out of the proceeds or avails of
such sale, after first paying and retaining all fees, charges,
costs of advertising any Property and of making said sale, and
attorneys' fees as herein provided, apply such proceeds to the
Indebtedness, including all sums advanced or expended by
Mortgagee or the legal holder of the Indebtedness, with
interest from date of advance or expenditure at the Default
Rate (as defined in the Note), rendering the excess, if any,
as provided by law; such sale or sales and said deed or deeds
so made shall be a perpetual bar, both in law and equity,
against Mortgagor, the heirs, successors and assigns of
Mortgagor, and all other persons claiming the Properties
aforesaid, or any part thereof, by, from, through or under
Mortgagor. The legal holder of the Indebtedness may purchase
the Properties or any part thereof, and it shall not be
obligatory upon any purchaser at any such sale to see to the
application of the purchase money.
11. The attached Florida cover sheet is hereby incorporated herein.
<PAGE>
Loan No. C-331971 Florida
Counterpart 6 of 9 for recording in Pinellas County, Florida
RECORDING REQUESTED BY
WHEN RECORDED MAIL TO
The Northwestern Mutual Life Ins. Co.
720 East Wisconsin Avenue - Rm N16WC
Milwaukee, WI 53202
Attn: Kathleen A. Evanson
SPACE ABOVE THIS LINE FOR RECORDER'S USE
This instrument was prepared by Paul E. McElwee, Attorney, for The Northwestern
Mutual Life Insurance Company, 720 East Wisconsin Avenue, Milwaukee, WI 53202.
MASTER LIEN INSTRUMENT
(Florida cover sheet)
MORTGAGE AND SECURITY AGREEMENT
from
KOGER EQUITY, INC.
to
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
MULTI-STATE LEGEND
Counterparts of this instrument are being filed in Duval County, Florida; Leon
County, Florida; Orange County, Florida; and Pinellas County, Florida. All
documentary stamp and intangible personal property taxes are being paid in Duval
County, Florida.
This Master Lien Instrument has been executed in nine (9) counterparts for
recordation in nine counties in four states and is collateral security for the
Tranche A Promissory Note of even date herewith in the original principal amount
of $100,500,000.00 and the Tranche B Promissory Note of even date herewith in
the original principal amount of $89,500,000.00. The percentage which the value
of the collateral security located in Florida bears to the total value of all of
the collateral
<PAGE>
security pledged is _______%. Based on such percentage, the portion of the
original principal amount of the loan which is attributable to Florida property
is $______________.
<PAGE>
Loan No. C-331971 Florida
Counterpart 7 of 9 for recording in Leon County, Florida
RECORDING REQUESTED BY
WHEN RECORDED MAIL TO
The Northwestern Mutual Life Ins. Co.
720 East Wisconsin Avenue - Rm N16WC
Milwaukee, WI 53202
Attn: Kathleen A. Evanson
SPACE ABOVE THIS LINE FOR RECORDER'S USE
This instrument was prepared by Paul E. McElwee, Attorney, for The Northwestern
Mutual Life Insurance Company, 720 East Wisconsin Avenue, Milwaukee, WI 53202.
MASTER LIEN INSTRUMENT
(Florida cover sheet)
MORTGAGE AND SECURITY AGREEMENT
from
KOGER EQUITY, INC.
to
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
MULTI-STATE LEGEND
Counterparts of this instrument are being filed in Duval County, Florida; Leon
County, Florida; Orange County, Florida; and Pinellas County, Florida. All
documentary stamp and intangible personal property taxes are being paid in Duval
County, Florida.
This Master Lien Instrument has been executed in nine (9) counterparts for
recordation in nine counties in four states and is collateral security for the
Tranche A Promissory Note of even date herewith in the original principal amount
of $100,500,000.00 and the Tranche B Promissory Note of even date herewith in
the original principal amount of $89,500,000.00. The percentage which the value
of the collateral security located in Florida bears to the total value of all of
<PAGE>
the collateral security pledged is _______%. Based on such percentage, the
portion of the original principal amount of the loan which is attributable to
Florida property is $______________. Loan No. C-331971 Florida Counterpart 9 of
9 for recording in Orange County, Florida
RECORDING REQUESTED BY
WHEN RECORDED MAIL TO
The Northwestern Mutual Life Ins. Co.
720 East Wisconsin Avenue - Rm N16WC
Milwaukee, WI 53202
Attn: Kathleen A. Evanson
SPACE ABOVE THIS LINE FOR RECORDER'S USE
This instrument was prepared by Paul E. McElwee, Attorney, for The Northwestern
Mutual Life Insurance Company, 720 East Wisconsin Avenue, Milwaukee, WI 53202.
MASTER LIEN INSTRUMENT
(Florida cover sheet)
MORTGAGE AND SECURITY AGREEMENT
from
KOGER EQUITY, INC.
to
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
MULTI-STATE LEGEND
Counterparts of this instrument are being filed in Duval County, Florida; Leon
County, Florida; Orange County, Florida; and Pinellas County, Florida. All
documentary stamp and intangible personal property taxes are being paid in Duval
County, Florida.
This Master Lien Instrument has been executed in nine (9) counterparts for
recordation in nine counties in four states and is collateral security for the
Tranche A Promissory Note of even date herewith in the original principal amount
<PAGE>
of $100,500,000.00 and the Tranche B Promissory Note of even date herewith in
the original principal amount of $89,500,000.00. The percentage which the value
of the collateral security located in Florida bears to the total value of all of
the collateral security pledged is _______%. Based on such percentage, the
portion of the original principal amount of the loan which is attributable to
Florida property is $______________.
<PAGE>
Loan No. C-331971 Texas
Counterpart 1 of 9 for recording in Bexar County, Texas
RECORDING REQUESTED BY
WHEN RECORDED MAIL TO
The Northwestern Mutual Life Ins. Co.
720 East Wisconsin Avenue - Rm N16WC
Milwaukee, WI 53202
Attn: Kathleen A. Evanson
SPACE ABOVE THIS LINE FOR RECORDER'S USE
This instrument was prepared by Paul E. McElwee, Attorney, for The Northwestern
Mutual Life Insurance Company, 720 East Wisconsin Avenue, Milwaukee, WI 53202.
MASTER LIEN INSTRUMENT
(Texas cover sheet)
DEED OF TRUST AND SECURITY AGREEMENT
from
KOGER EQUITY, INC.
to
MICHAEL P. CUSICK, TRUSTEE
for the benefit of
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
MULTI-STATE LEGEND
This Master Lien Instrument has been executed in nine (9) counterparts for
recordation in nine counties in four states and is collateral security for the
Tranche A Promissory Note of even date herewith in the original principal amount
of $100,500,000.00 and the Tranche B Promissory Note of even date herewith in
the original principal amount of $89,500,000.00.
<PAGE>
Loan No. C-331971 Texas
Counterpart 2 of 9 for recording in Travis County, Texas
RECORDING REQUESTED BY
WHEN RECORDED MAIL TO
The Northwestern Mutual Life Ins. Co.
720 East Wisconsin Avenue - Rm N16WC
Milwaukee, WI 53202
Attn: Kathleen A. Evanson
SPACE ABOVE THIS LINE FOR RECORDER'S USE
This instrument was prepared by Paul E. McElwee, Attorney, for The Northwestern
Mutual Life Insurance Company, 720 East Wisconsin Avenue, Milwaukee, WI 53202.
MASTER LIEN INSTRUMENT
(Texas cover sheet)
DEED OF TRUST AND SECURITY AGREEMENT
from
KOGER EQUITY, INC.
to
MICHAEL P. CUSICK, TRUSTEE
for the benefit of
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
MULTI-STATE LEGEND
This Master Lien Instrument has been executed in nine (9) counterparts for
recordation in nine counties in four states and is collateral security for the
Tranche A Promissory Note of even date herewith in the original principal amount
of $100,500,000.00 and the Tranche B Promissory Note of even date herewith in
the original principal amount of $89,500,000.00.
<PAGE>
Loan No. C-331971 Texas
Counterpart 3 of 9 for recording in El Paso County, Texas
RECORDING REQUESTED BY
WHEN RECORDED MAIL TO
The Northwestern Mutual Life Ins. Co.
720 East Wisconsin Avenue - Rm N16WC
Milwaukee, WI 53202
Attn: Kathleen A. Evanson
SPACE ABOVE THIS LINE FOR RECORDER'S USE
This instrument was prepared by Paul E. McElwee, Attorney, for The Northwestern
Mutual Life Insurance Company, 720 East Wisconsin Avenue, Milwaukee, WI 53202.
MASTER LIEN INSTRUMENT
This Master Lien Instrument has been executed in nine (9) counterparts for
recordation in nine counties in four states and is collateral security for the
Tranche A Promissory Note of even date herewith in the original principal amount
of $100,500,000.00 and the Tranche B Promissory Note of even date herewith in
the original principal amount of $89,500,000.00.
<PAGE>
Exhibit (J) (3) (B)
WHEN RECORDED MAIL TO
The Northwestern Mutual Life Ins. Co.
720 East Wisconsin Avenue - Rm N16WC
Milwaukee, WI 53202
Attn: Kathleen A. Evanson
Loan No. C-331971 SPACE ABOVE THIS LINE FOR RECORDER'S USE
ABSOLUTE ASSIGNMENT OF LEASES AND RENTS
(With License Back)
THIS Absolute Assignment of Leases and Rents (this "Assignment") is
made as of the 16th day of December, 1996, by and between KOGER EQUITY, INC., a
Florida corporation, whose mailing address is 3986 Boulevard Center Drive,
Jacksonville, Florida 32207, (herein called "Borrower") and THE NORTHWESTERN
MUTUAL LIFE INSURANCE COMPANY, a Wisconsin corporation, whose mailing address is
c/o Real Estate Department, 720 East Wisconsin Avenue, Milwaukee, Wisconsin
53202, (herein called "Lender").
W I T N E S S E T H
FOR AND IN CONSIDERATION of the indebtedness hereinafter described,
Borrower has granted, bargained, sold and conveyed, and by these presents does
grant, bargain, sell and convey, unto Lender, its successors and assigns
forever, all and singular the property hereinafter described (collectively, the
"Security"), to wit:
(a) All rents, issues and profits arising from or related to
the land, identified and described in Exhibits "A-1" through "A-10"
attached hereto and fully incorporated herein by reference for all
purposes and all improvements and any other property, whether real,
personal or mixed, located thereon (which land, improvements and other
property are hereinafter referred to individually, for each parcel
identified on the Exhibits, as a "Property" and collectively as the
"Properties");
(b) All of Borrower's rights, titles, interests and
privileges, as lessor, in the leases now existing or hereafter made
affecting the Property, whether or not made by Borrower and as the same
may have been, or may from time to time hereafter be, modified,
extended and renewed (hereinafter collectively called the "Leases");
(c) Unless prohibited by applicable law, all tenant security
deposits and other amounts due and becoming due under the Leases;
(d) All guarantees of the Leases, including guarantees of
tenant performance;
(e) All insurance proceeds, including rental loss coverage and
business interruption coverage with respect to the Leases; and
1
<PAGE>
(f) All judgments and settlements of claims in favor of
Borrower (including condemnation proceeds, if any) and all rights,
claims and causes of action under any court proceeding, including
without limitation any bankruptcy, reorganization or insolvency
proceeding, or otherwise arising from the Leases.
TO HAVE AND TO HOLD the Security unto Lender, its successors and
assigns forever, and Borrower does hereby bind itself, its heirs, legal
representatives, successors and assigns, to warrant and forever defend the
Security unto Lender, its successors and assigns forever against the claim or
claims of all persons whomsoever claiming the same or any part thereof.
ARTICLE I
DEFINITIONS
1.01 Terms Defined Above. As used in this Assignment, the terms
"Borrower", "Leases", "Lender", "Property", "Properties", and "Security" shall
have the respective meanings indicated above.
1.02 Certain Definitions. The following terms shall have the meanings
assigned to them below whenever they are used in this Assignment, unless the
context clearly otherwise requires. Except where the context otherwise requires,
words in the singular form shall include the plural and vice versa.
"Event of Default" shall mean any Event of Default as defined
in the Master Lien Instrument.
"Master Lien Instrument" shall mean that certain Master Lien
Instrument of even date herewith, executed in nine (9) counterparts by
Borrower and granting a lien on the Properties to Trustee and/or
Lender, as the case may be, depending on the jurisdiction in which the
Master Lien Instrument is recorded, as such instrument may be amended
and restated from time to time.
"Loan Documents" shall have the meaning set forth in the
Master Lien Instrument.
"Note" shall mean, collectively, that certain Tranche
A Promissory Note of even date herewith, in the original principal
amount of $100,500,000.00, and that certain Tranche B Promissory Note
of even date herewith, in the original principal amount of
$89,500,000.00, executed by Borrower and payable to the order of
Lender, as such instruments may be amended, renewed and restated from
time to time.
"Obligations" shall mean the following:
(a) The indebtedness evidenced by the Note and all
interest thereon;
2
<PAGE>
(b) The performance of all covenants and agreements of
Borrower contained in the Loan Documents;
(c) All funds hereafter advanced by Lender to or for the
benefit of Borrower as contemplated by any covenant or
provision contained in any Loan Document and all interest
thereon;
(d) All renewals, extensions, rearrangements and
modifications of any of the Obligations described hereinabove;
and
(e) Any and all attorneys' fees and expenses of collection
payable under the terms of any Loan Document.
ARTICLE II
ASSIGNMENT
2.01 Absolute Assignment. This Assignment is, and is intended to be, an
absolute and present assignment of the Security from Borrower to Lender with a
concurrent license back to the Borrower (which license is subject to revocation
upon the occurrence of an Event of Default as herein provided) and is not
intended as merely the granting of a security interest relating to the
Obligations.
2.02 License. Borrower is hereby granted the license to manage and
control the Security and to collect at the time of, but not prior to, the date
provided for the payment thereof, all rents, issues and profits from the
Properties, all security deposits and all judgments and settlements of claims
(excluding insurance loss and condemnation proceeds) in favor of Borrower and to
retain, use and enjoy the same. The license created and granted hereby shall be
revocable upon the terms and conditions contained herein.
2.03 Revocation of License. Immediately upon the occurrence of an Event
of Default and at any time thereafter, Lender, without in any way waiving such
default, may, at its option and without regard to the adequacy of the security
for the Obligations, either by an authorized representative or agent, with or
without bringing or instituting any judicial or other action or proceeding, or
by a receiver appointed by a court, immediately revoke the license granted in
Section 2.02, as evidenced by a written notice to said effect given to Borrower,
and further, at Lender's option (without any obligation to do so), take
possession of any Property or all Properties and the Security and have, hold,
manage, lease and operate the Property or Properties and the Security on such
terms and for such period of time as Lender may deem proper, and, in addition,
either with or without taking possession of the Properties, demand, sue for or
otherwise collect and receive all rents, issues and profits from the Properties,
including those past due and unpaid, with full power to make, from time to time,
all alterations, renovations, repairs or replacements thereto or thereof as may
seem proper to the Lender in its sole discretion, and to apply (in such order
and priority as Lender shall determine in its sole discretion, any statute, law,
custom or use to the contrary notwithstanding) such rents, issues and profits to
the payment of:
3
<PAGE>
(a) all expenses of (i) managing the Properties, including
without implied limitation, the salaries, fees and wages of a managing
agent and such other employees as Lender may in its sole discretion
deem necessary or desirable, (ii) operating and maintaining the
Properties, including without implied limitation, all taxes, charges,
claims, assessments, water rents, sewer rents and any other liens, and
premiums for all insurance which Lender may in its sole discretion deem
necessary or desirable, (iii) the cost of any and all alterations,
renovations, repairs or replacements of or to the Properties, and (iv)
any and all expenses incident to taking and retaining possession of the
Property or Properties and the Security; and
(b) the Obligations.
The exercise by Lender of the rights granted it in this Section 2.03, and the
collection and receipt of rents, issues and profits and the application thereof
as herein provided, shall not be considered a waiver of any Event of Default.
2.04 Trust Funds. All monies or funds covered by this Assignment paid
to, or for the benefit of, Borrower after an Event of Default are hereby
declared, and shall be deemed to be, trust funds in the hands of Borrower for
the sole benefit of Lender, until all Events of Default have been cured or
waived or the Obligations have been paid and performed in full. Borrower, or any
officer, director, representative or agent thereof receiving such trust funds or
having control or direction of same, is hereby made and shall be construed to be
a trustee of such trust funds so received or under its control and direction,
and such person shall be under a strict obligation and duty should such persons
receive or constructively receive trust funds to (1) remit any and all such
trust funds to Lender within twenty-four (24) hours of receipt, upon demand
therefor by Lender or (2) to apply such trust funds only to Obligations then due
or the operating expenses of the Properties.
ARTICLE III
COVENANTS, REPRESENTATIONS AND WARRANTIES
3.01 Liability. Lender shall not be liable for any loss sustained by
Borrower resulting from Lender's failure to let the Properties after an Event of
Default or from any other act or omission of Lender in managing the Properties
or the Security after an Event of Default, except for acts constituting gross
negligence or willful misconduct. Lender shall not be obligated to perform or
discharge, nor does Lender hereby undertake to perform or discharge, any
obligation, duty or liability under any Lease or under or by reason of this
Assignment, and Borrower shall and does hereby indemnify Lender for, and save
and hold Lender harmless from, any and all liability, loss or damages, except so
much thereof as shall result from the gross negligence or willful misconduct of
Lender, which may or might be incurred under any Lease or under or by reason of
this Assignment and from any and all claims and demands whatsoever which may be
asserted against Lender by reason of any alleged obligation or undertaking on
its part to perform or discharge any of the terms, covenants or agreements
contained in any Lease, including without implied limitation, any claims by any
tenants of credit for rents for any period paid to and received by Borrower but
4
<PAGE>
not delivered to Lender. Should Lender incur any such liability under any Lease,
under or by reason of this Assignment or in defense of any such claim or demand,
the amount thereof, including without implied limitation all costs, expenses and
attorneys' fees, shall be added to the principal of the Note and Borrower shall
reimburse Lender therefor immediately upon demand. This Assignment shall not
operate to place responsibility upon Lender for the control, care, upkeep,
management, operation or repair of the Properties and the Security or for the
carrying out of any of the terms and conditions of any Lease; nor shall this
Assignment operate to make Lender responsible or liable for any waste committed
on the Properties by the tenants or any other party, for any dangerous or
defective condition of the Properties or for any negligence in the control,
care, upkeep, operation, management or repair of the Properties resulting in
loss or injury or death to any tenant, licensee, employee, stranger or other
person whatsoever.
3.02 Termination. Upon payment and performance of the Obligations in
full, this Assignment shall become null and void and of no further legal force
or effect, but the affidavit, certificate, letter or statement of any officer,
agent, authorized representative or attorney of Lender showing any part of the
Obligations remaining unpaid or unperformed shall be and constitute conclusive
evidence of the validity, effectiveness and continuing force of this Assignment
upon which any person may, and is hereby authorized to, rely. Borrower hereby
authorizes and directs all tenants under the Leases, all guarantors of Leases,
all insurers providing rental loss or business interruption insurance with
respect to the Properties, all governmental authorities and all other occupants
of the Properties, upon receipt from Lender of written notice to the effect that
Lender is then the holder of the Note and that an Event of Default exists, to
pay over to Lender all rents and other amounts due and to become due under the
Leases and under guaranties of the Leases and all other issues and profits from
the Properties and to continue so to do until otherwise notified in writing by
Lender. This right may be exercised without Lender taking actual or constructive
possession of the Properties or any part thereof.
3.03 Security. Lender may take or release any security for the payment
or performance of the Obligations, may release any party primarily or
secondarily liable therefor and may apply any security held by it to the
satisfaction of all or any portion of the Obligations, without prejudice to any
of its rights under this Assignment, the other Loan Documents or otherwise
available at law or in equity.
3.04 Covenants. Borrower covenants with Lender (a) to observe and
perform all material obligations imposed upon the lessor under all Leases and
not to do or permit to be done anything to impair the same without Lender's
prior written consent, provided, however, this subsection (a) shall only apply
to leases of 10,000 or more square feet unless Borrower has acted or failed to
act in such a way as to cause a breach of the lessor's obligations in 25% or
more of the Leases (by number of leases then in effect and not by square
footage) then in effect at any Park (as such term is defined in the Master Lien
Instrument) in which case, Borrower shall be in default under this subsection
(a); (b) not to collect any of the rent or other amounts due under any Lease or
other issues or profits from the Properties in any manner in advance of the time
when the same shall become due (save and except only for collecting two months'
rent in advance plus the security deposit, if any, at the time of execution of a
5
<PAGE>
Lease); (c) not to execute any other assignment of rents, issues or profits
arising or accruing from the Leases or from the Properties; (d) with respect to
leases of 10,000 or more square feet, not to enter into any lease agreement
affecting the Properties, except those leases entered into in the ordinary
course of business and utilizing Borrower's standard form lease previously
approved by Lender, with no substantial modifications thereto, without the prior
written consent of Lender, which consent or denial will be given by Lender
within five (5) business days of receipt of said Lease for consideration by
Lender; (e) to execute and deliver, at the request of Lender, all such further
assurances and acknowledgments of the assignment contained herein and the other
provisions hereof, with respect to specific Leases or otherwise, as Lender shall
from time to time require; (f) to use reasonable efforts to obtain from any
tenant at the Properties, from time to time as requested by Lender, estoppel
certificates, in form and substance satisfactory to Lender, confirming the terms
of such tenant's Lease and the absence of default thereunder; and (g) with
respect to leases of 10,000 or more square feet, not to cancel, surrender or
terminate any Lease, exercise any option which might lead to such termination or
consent to any change, modification, or alteration thereof, to the release of
any party liable thereunder or to the assignment of the lessee's interest
therein, except as is consistent with the usual and customary operation of the
Properties, without the prior written consent of Lender, which consent or denial
will be given by Lender within five (5) business days of receipt of said Lease
for consideration by Lender, and any of said acts, if done without the prior
written consent of Lender, shall be null and void.
3.05 Authority to Assign. Borrower represents and warrants that (a)
Borrower has full right and authority to execute this Assignment and has no
knowledge of any existing defaults under any of the existing Leases, (b) all
conditions precedent to the effectiveness of said existing Leases have been
satisfied, (c) Borrower has not executed or granted any modification of the
existing Leases, either orally or in writing, (d) the existing Leases are in
full force and effect according to the terms set forth in the lease instruments
heretofore submitted to Lender and (e) Borrower has not executed any other
instrument which might prevent Lender from operating under any of the terms and
conditions of this Assignment, including any other assignment of the Leases or
the rents, issues and profits from the Properties.
3.06 Cross-Default. Violation or default under any of the covenants,
representations, warranties and provisions contained in this Assignment by the
Borrower shall be deemed a default hereunder as well as under the terms of the
other Loan Documents, and any default thereunder shall likewise be a default
under this Assignment. Any default by Borrower under any of the terms of any
Lease shall be deemed a default hereunder and under the terms of the other Loan
Documents, and any expenditures made by Lender in curing such default on
Borrower's behalf, with interest thereon at the Default Rate (as defined in the
Note), shall become part of the Obligations.
3.07 No Mortgagee in Possession. The acceptance by Lender of this
Assignment, with all of the rights, powers, privileges and authority created
hereby, shall not, prior to entry upon and taking possession of the Properties
by Lender, be deemed or construed to constitute Lender a "mortgagee in
possession", or hereafter or at any time or in any event obligate Lender to
appear in or defend any action or proceeding relating to any Lease, the
Properties or the Security, to take any action hereunder, to expend any money,
6
<PAGE>
incur any expense, perform or discharge any obligation, duty or liability under
any Lease, or to assume any obligation or responsibility for any security
deposits or other deposits delivered to Borrower by any tenant and not actually
delivered to Lender. Lender shall not be liable in any way for any injury or
damage to any person or property sustained in or about the Properties.
3.08 Representations and Warranties. Borrower hereby represents and
warrants to Lender that, except for that certain lease dated March 14, 1989 by
and between Carolina Casualty Insurance Company as Lessee and Borrower as
successor Lessor (as amended from time to time), none of the Leases contain any
option or agreement for the tenant thereunder or any other party to acquire the
Property or any interest therein, except for the leasehold use of space.
7
<PAGE>
ARTICLE IV
GENERAL
4.01 Remedies. The rights and remedies provided Lender in this
Assignment and the other Loan Documents are cumulative. Nothing contained in
this Assignment, and no act done or omitted by Lender pursuant hereto, including
without implied limitation the collection of any rents, shall be deemed to be a
waiver by Lender of any of its rights and remedies under the other Loan
Documents or applicable law or a waiver of any default under the other Loan
Documents, and this Assignment is made and accepted without prejudice to any of
the rights and remedies provided Lender by the other Loan Documents. The right
of Lender to collect the principal sum and interest due on the Note and to
enforce the other Loan Documents may be exercised by Lender either prior to,
simultaneously with, or subsequent to any action taken by it hereunder.
4.02 Notices. Any notice or demand hereunder shall be in writing, may
be delivered personally or sent by certified mail with postage prepaid, by
reputable courier service with charges prepaid, by telecopier or by such other
method whereby the receipt thereof may be confirmed. Any notice or demand sent
to Borrower by certified mail or reputable courier service shall be addressed to
Borrower at the address set forth above or such other address in the United
States of America as Borrower shall designate in a notice to Lender given in the
manner described herein. Any notice sent to Borrower by telecopier shall be
telecopied to 904/346-1435 or to such other telecopier number in the United
States of America as shall be designated in a notice given to Lender in the
manner described herein. Any notice sent to Lender shall be addressed to the
attention of the Real Estate Investment Department at 720 East Wisconsin Avenue,
Milwaukee, WI 53202 and shall refer to the Loan No. set forth above and, if
telecopied, shall be telecopied to 414/299-1557 or at such other address or
telecopier number as Lender shall designate in a notice given in the manner
described herein. Any notice or demand sent hereunder by telecopier shall also
be sent by certified mail or reputable courier service. Any notice or demand
hereunder shall be deemed given when received. Any notice or demand which is
rejected, the acceptance of delivery of which is refused or which is incapable
of being delivered for any reason whatsoever at the address or telecopier number
specified herein or such other address or telecopier number designated pursuant
hereto shall be deemed received as of the date of attempted delivery.
4.03 Captions. The titles and headings of the various Articles and
Sections hereof are intended solely for reference and are not intended to
modify, explain or affect the meaning of the provisions of this Assignment.
4.04 Severability. If any of the provisions of this Assignment or the
application thereof to any persons or circumstances shall to any extent be
invalid or unenforceable, the remainder of this Assignment, and the application
of such provision or provisions to persons or circumstances other than those as
to whom or which it is held invalid or unenforceable, shall not be affected
thereby, and every provision of this Assignment shall be valid and enforceable
to the fullest extent permitted by law.
8
<PAGE>
4.05 Attorneys' Fees. In the event of any controversy, claim, dispute,
or litigation between the parties hereto to enforce any provision of this
Assignment or any right of Lender hereunder, Borrower agrees to pay to Lender
all costs and expenses, including reasonable attorneys' fees incurred therein by
Lender, whether in preparation for or during any trial, as a result of an appeal
from a judgment entered in such litigation or otherwise.
4.06 Amendments. This Assignment may not be modified, amended or
otherwise changed in any manner unless done so by a writing executed by the
parties hereto.
4.07 Benefits. This Assignment and all the covenants, terms and
provisions contained herein shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, executors, administrators,
successors and assigns.
4.08 Assignment. Borrower shall have no right to assign or transfer the
revocable license granted herein. Any such assignment or transfer shall
constitute a default.
4.09 Time of Essence. Time is of the essence of this Assignment.
4.10 Governing Law. The laws of the State named in the upper left-hand
corner of this Assignment shall govern and control the interpretation of this
Assignment and the rights, obligations, duties and liabilities of the parties
hereto.
4.11 Limitation of Liability. Notwithstanding any provision contained
in this Assignment, the personal liability of Borrower shall be limited as
provided in the Note.
[SIGNATURES CONTAINED ON FOLLOWING PAGE]
9
<PAGE>
IN WITNESS WHEREOF this Assignment has been entered into as of the day
and year first-above written.
BORROWER: KOGER EQUITY, INC., a Florida
Signed in presence of: corporation
/s/ Deborah L. Goodman By: /s/ J. C. Teagle
Executive Vice President
/s/ Eva M. Mosley J. C. Teagle
3986 Boulevard Center Drive
Jacksonville, FL 32207
(Print name & Address above)
Attest: /s/ Mary H. McNeal
Assistant Corporate Secretary
3986 Boulevard Center Drive
(corporate seal) Jacksonville, FL 32207
(Print name & Address above)
LENDER: THE NORTHWESTERN MUTUAL
LIFE INSURANCE COMPANY, a
Signed in presence of: Wisconsin corporation
/s/ Rosemary Poetzel By: /s/Carson D. Keyes
Rosemary Poetzel Carson D. Keyes,
Vice President
720 East Wisconsin Avenue
/s/ Carol O. Jules Milwaukee, WI 53202
Carol O. Jules
Attest: /s/ Kelly Havey Mess
Kelly Havey Mess
Ass't Secretary
(corporate seal)
10
<PAGE>
STATE OF Georgia )
) ss.
COUNTY OF Camden )
The foregoing instrument was acknowledged before me this 17 day of December,
1996, by J. C. Teagle and Mary H. McNeal as Executive Vice President and
Assistant Secretary, of KOGER EQUITY, INC., a Florida corporation, on behalf of
the corporation. They are personally known to me or have produced a Drivers
License as identification and did take an oath.
NOTARY PUBLIC
Signature /s/ Wendy H. Martin
/s/ Wendy H. Martin
Name (typed or printed)
State of Georgia at Large
My Commission Expires:
Jan. 26, 1998
STATE OF WISCONSIN )
) ss.
COUNTY OF MILWAUKEE )
The forgoing instrument was acknowledged before me this 12th day of December,
1996, by Carson D. Keyes and Kelly Havey Mess BEFORE ME, the undersigned
authority, on this day personally appeared Carson D. Keyes and Kelly Havey Mess,
as Vice President and Assistant Secretary, respectively, of THE NORTHWESTERN
MUTUAL LIFE INSURANCE COMPANY, a Wisconsin corporation, on behalf of the
corporation.
NOTARY PUBLIC:
Signature /s/ Janet M. Szukalski
Janet M. Szukalski
Name (typed or printed)
State of Wisconsin at Large
My Commission expires:
May 14, 2000.
The instrument was prepared by Paul E. McElwee, Attorney, for The Northwestern
Mutual Life Insurance Company, 720 East Wisconsin Avenue, Milwaukee, WI 53202.
11
<PAGE>
EXHIBIT "A-1"
Description of Property located in the
County of Shelby, State of Tennessee
PARCEL I: (PARKWAY BLDG) 8001 Centerview Parkway, Memphis, TN 38018
Tax Parcel No. 091-114-001
All that certain tract or parcel located, situated, and being in the Second
Civil District of Shelby County, Tennessee, and being PHASE 1, THE KOGER CENTER
according to the plat thereof as recorded in Plat Book 125, Page 1 in the
Register's Office of Shelby County, Tennessee, being more particularly described
as follows:
Beginning at the intersection of the easterly right-of-way line of Germantown
Parkway (160' R/W) with the northerly right-of-way line of Timber Creek Drive
(86' R/W), all as shown on said plat; thence along the easterly right-of-way
line of Germantown Parkway North 11(degree) 28' 04" East 486.01 feet to a point;
thence with a curve to the right, having a radius of 40.00 feet, a central angle
of 46(degree) 28' 08" and a chord which bears North 78(degree) 14' 00" East
31.56 feet, an arc distance of 32.44 feet to a point; thence South 78(degree)
31' 56" East 123.38 feet to a point; thence South 82(degree) 17' 39" East 121.93
feet to a point; thence with a curve to the right, having a radius of 211.50
feet, a central angle of 32(degree) 36' 33" and a chord which bears South
62(degree) 13' 40" East 118.75 feet, an arc distance of 120.37 feet to a point;
thence South 45(degree) 55' 23" East 123.87 feet to a point; thence South
43(degree) 45' 25" East 211.65 feet to a point; thence with a curve to the
right, having a radius of 40.00 feet, a central angle of 90(degree) 00' 00" and
a chord which bears South 00(degree) 55' 23" East 56.57 feet, an arc distance of
62.83 feet to a point on the northwesterly right-of-way line of Timber Creek
Drive; thence along the northwesterly right-of-way line of Timber Creek Drive
the following four (4) courses and distances: 1) South 44(degree) 04' 37" West
16.86 feet, 2) with a curve to the right, having a radius of 556.28 feet, a
central angle of 57(degree) 29' 58" and a chord which bears South 72(degree) 49'
36" West 535.12 feet, an arc distance of 558.26 feet, 3) North 78(degree) 25'
25" West 159.70 feet, and 4) with a curve to the right, having a radius of 40.00
feet, a central angle of 89(degree) 53' 29" and a chord which bears North
33(degree) 28' 40" West 56.51 feet, an arc distance of 62.76 feet to the Point
of Beginning.
Together with a non-exclusive easement for ingress and egress for vehicular and
pedestrian traffic for the benefit of the above described property over, upon
and across the following described land:
All that certain tract or parcel located, situated and being in the Second Civil
District of Shelby County, Tennessee and being a portion of Phase 1A, The Koger
Center according to the plat thereof as recorded in Plat Book 112, Page 51 and
re-recorded in Plat Book 121, Page 70 in the Register's Office of Shelby County,
Tennessee, being more particularly described as follows:
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<PAGE>
EXHIBIT "A-1" continued
Beginning at the southwest corner of said Phase 1A, said point being on the
easterly right-of-way line of Germantown Parkway (160' R/W), all as shown on
said plat; thence along the easterly right-of-way line of Germantown Parkway
North 11(degree) 28' 04" East 117.90 feet to a point; thence with a curve to the
left having a radius of 40.00 feet, a central angle of 46(degree) 28' 08" and a
chord which bears North 55(degree) 17' 52" West 31.56 feet, an arc distance of
32.44 feet to a point; thence South 78(degree) 31' 56" East 159.39 feet to a
point; thence South 79(degree) 15' 04" East 79.69 feet to a point; thence with a
curve to the right having a radius of 250.00 feet, a central angle of 33(degree)
19' 41" and a chord which bears South 62(degree) 35' 14" East 143.38 feet, an
arc distance of 145.42 feet to a point; thence South 45(degree) 55' 23" East
1.40 feet to a point; thence South 45(degree) 55' 23" East 361.97 feet to a
point; thence with a curve to the left having a radius of 40.00 feet, a central
angle of 90(degree) 00' 00" and a chord which bears North 89(degree) 04' 37"
East 56.57 feet, an arc distance of 62.83 feet to a point on the northwesterly
right-of-way line of Timber Creek Drive (86' R/W); thence along said
right-of-way line South 44(degree) 04' 37" West 165.00 feet to a point; thence
with a curve to the left having a radius of 40.00 feet, a central angle of
90(degree) 00' 00" and a chord which bears North 00(degree) 55' 23" West 56.57
feet, an arc distance of 62.83 feet to a point; thence North 43(degree) 45' 25"
West 211.65 feet to a point; thence North 45(degree) 55' 23" West 123.87 feet to
a point; thence with a curve to the left having a radius of 211.50 feet, a
central angle of 32(degree) 36' 33" and a chord which bears North 62(degree) 13'
40" West 118.75 feet, an arc distance of 120.37 feet to a point; thence North
82(degree) 17' 39" West 121.93 feet to a point; thence North 78(degree) 31' 56"
West 123.83 feet to a point; thence with a curve to the left having a radius of
40.00 feet, a central angle of 46(degree) 28' 08" and a chord which bears South
78(degree) 14' 00" West 31.56 feet, an arc distance of 32.44 feet to the Point
of Beginning.
PARCEL II: (GAINSBOROUGH) 65 Germantown Court, Memphis, TN 38018
Tax Parcel No. 091-115-004
All that certain tract or parcel located, situated, and being in the Second
Civil District of Shelby County, Tennessee, and being PHASE III, THE KOGER
CENTER according to the plat thereof as recorded in Plat Book 122, Page 96 and
re-recorded in Plat Book 125, Page 3 in the Register's Office of Shelby County,
Tennessee, being more particularly described as follows:
Commencing at the intersection of the Easterly right-of-way line of Germantown
Parkway (160' R/W) with the Southerly right-of-way line of Walnut Grove Road
(variable R/W), as said rights-of-way now exist; thence along the Easterly
right-of-way line of Germantown Parkway South 11(degree) 28' 04" West a distance
of 259.25 feet to the Point of Beginning; thence along the North property line
of Phase III South 78(degree) 31' 56" East a distance of 91.50 feet to a point;
thence South 11(degree) 28' 04" West a distance of 30.00 feet to a point; thence
South 78(degree) 31' 56" East a distance of 226.06 feet to a point; thence along
a curve to the left having a radius of 44.88 feet, a central angle of 12(degree)
29' 43" and a
13
<PAGE>
EXHIBIT "A-1" continued
chord which bears South 12(degree) 17' 05" East 9.77 feet, an arc distance of
9.79 feet to a point; thence South 18(degree) 31' 56" East a distance of 94.64
feet to a point; thence along a curve to the left having a radius of 80.50 feet,
a central angle of 20(degree) 24' 15" and a chord which bears South 28(degree)
44' 04" East 28.52 feet, an arc distance of 28.67 feet to a point; thence South
23(degree) 17' 36" East a distance of 155.28 feet to a point on the
Northwesterly right-of-way line of Germantown Court; thence along a curve to the
right having a radius of 30.00 feet, a central angle of 49(degree) 16' 43" and a
chord which bears South 19(degree) 26' 15" West 25.01 feet, an arc distance of
25.80 feet to a point; thence South 44(degree) 04' 37" West a distance of 278.21
feet to a point; thence along a curve to the left having a radius of 238.50
feet, a central angle of 16(degree) 31' 55" and a chord which bears South
35(degree) 48' 40" West 68.58 feet, an arc distance of 68.82 feet to a point;
thence along a curve to the right having a radius of 110.00 feet, a central
angle of 73(degree) 55' 22" and a chord which bears South 64(degree) 30' 23"
West 132.28 feet, an arc distance of 141.92 feet to a point; thence North
78(degree) 31' 56" West a distance of 159.39 feet to a point; thence along a
curve to the right having a radius of 40.00 feet, a central angle of 46(degree)
28' 08" and a chord which bears North 55(degree) 17' 52" West 31.56 feet, an arc
distance of 32.44 feet to a point on the Easterly right-of-way line of
Germantown Parkway (160' R/W); thence along said Easterly right-of-way North
11(degree) 28' 04" East a distance of 658.95 feet to the Point of Beginning.
Together with a non-exclusive easement for vehicular and pedestrian traffic for
the benefit of the above described property over, upon and across Germantown
Court (Private Drive) and Centerview Parkway (Private Drive) being Phase IA, the
Koger Center according to the plat thereof as recorded in Plat Book 112 Page 51
and re-recorded in Plat Book 121 Page 70 in the Register's Office of Shelby
County, Tennessee.
14
<PAGE>
EXHIBIT "A-2"
Description of Property located in the
County of Bexar, State of Texas
TRACT I: (KOGERAMA BUILDING)
Lot 1, Block 2, New City Block 14275, EXECUTIVE CENTER SUBDIVISION, UNIT 1-A, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 5940, Pages 186-187, Deed and Plat Records of Bexar County, Texas.
TRACT II: (KOGER BUILDING)
Lot 1-A, Block 1, New City Block 14274, EXECUTIVE CENTER SUBDIVISION, UNIT 1-H,
in the City of San Antonio, Bexar County, Texas, according to plat thereof
recorded in Volume 6600, Page 40, Deed and Plat Records of Bexar County, Texas.
TRACT III: (ROYAL BUILDING)
Lot 2, Block 1, New City Block 14274, EXECUTIVE CENTER SUBDIVISION, UNIT 1-A, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 5940, Pages 186-187, Deed and Plat Records of Bexar County, Texas.
TRACT IV: (FINESILVER BUILDING)
Lot 2, Block 2, New City Block 14275, EXECUTIVE CENTER SUBDIVISION, UNIT 1-A, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 5940, Pages 186-187, Deed and Plat Records of Bexar County, Texas.
TRACT V: (SAN JACINTO BUILDING)
Lot 5, Block 2, New City Block 14275, EXECUTIVE CENTER SUBDIVISION, UNIT 2, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 6900, Page 200, Deed and Plat Records of Bexar County, Texas.
TRACT VI: (WOODCOCK BUILDING)
Lot 3, Block 2, New City Block 14275, EXECUTIVE CENTER SUBDIVISION, UNIT 1-C, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 6100, Pages 216-218, Deed and Plat Records of Bexar County, Texas.
TRACT VII: (AUSTIN BUILDING)
Lot 3, Block 1, New City Block 14274, EXECUTIVE CENTER SUBDIVISION, UNIT 1-H, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 6600, Pages 39-40, Deed and Plat Records of Bexar County, Texas.
TRACT VIII: (BRAZOS BUILDING)
Lot 5, Block 1, New City Block 14274, EXECUTIVE CENTER SUBDIVISION, UNIT 1-H, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 6600, Pages 39-40, Deed and Plat Records of Bexar County, Texas.
15
<PAGE>
EXHIBIT "A-2" continued
TRACT IX: (LAMAR BUILDING)
Lot 4, Block 1, New City Block 14274, EXECUTIVE CENTER SUBDIVISION, UNIT 1-H, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 6600, Pages 39-40, Deed and Plat Records of Bexar County, Texas.
TRACT X: (MIDLAND BUILDING)
Lot 1, Block 3, New City Block 14276, EXECUTIVE CENTER SUBDIVISION, UNIT 1-G, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 6500, Page 91, Deed and Plat Records of Bexar County, Texas.
TRACT XI: (SABINE BUILDING)
Lot 1, Block 4, New City Block 14277, EXECUTIVE CENTER SUBDIVISION, UNIT 1-K, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 6900, Page 83, Deed and Plat Records of Bexar County, Texas.
TRACT XII: (GOLIAD BUILDING)
Lot 6, Block 2, New City Block 14275, EXECUTIVE CENTER SUBDIVISION, UNIT 2, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 6900, Pages 199-200, Deed and Plat Records of Bexar County, Texas.
TRACT XIII: (GARNER BUILDING)
Lot 2, Block 3, New City Block 14276, EXECUTIVE CENTER SUBDIVISION, UNIT 1-M, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 7000, Page 34, Deed and Plat Records of Bexar County, Texas.
TRACT XIV: (FANNIN BUILDING)
Lot 1, Block 5, New City Block 14278, EXECUTIVE CENTER SUBDIVISION, UNIT 1-L, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 7000, Page 31, Deed and Plat Records of Bexar County, Texas.
TRACT XV: (BOWIE BUILDING)
Lot 3, Block 3, New City Block 14276, EXECUTIVE CENTER SUBDIVISION, UNIT 1-N, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 7100, Page 36, Deed and Plat Records of Bexar County, Texas.
TRACT XVI: (BURNET BUILDING)
Lot 3, Block 4, New City Block 14277, EXECUTIVE CENTER SUBDIVISION, UNIT 1-S, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 8200, Page 150, Deed and Plat Records of Bexar County, Texas.
16
<PAGE>
EXHIBIT "A-2" continued
TRACT XVII: (CARSON BUILDING)
Lot 4, Block 3, New City Block 14276, EXECUTIVE CENTER SUBDIVISION, UNIT 1-P, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 7100, Page 221, Deed and Plat Records of Bexar County, Texas.
TRACT XVIII: (BEAUMONT BUILDING)
Lot 8, Block 4, New City Block 14277, EXECUTIVE CENTER SUBDIVISION, UNIT 1-Q, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 8800, Page 93, Deed and Plat Records of Bexar County, Texas.
TRACT IXX: (ABILENE BUILDING)
Lot 4, Block 4, New City Block 14277, EXECUTIVE CENTER SUBDIVISION, UNIT 1-T, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 8200, Page 148, Deed and Plat Records of Bexar County, Texas.
TRACT XX: (HOUSTON BUILDING)
Lot 5, Block 4, New City Block 14277, EXECUTIVE CENTER SUBDIVISION, UNIT 1-U, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 8600, Page 148, Deed and Plat Records of Bexar County, Texas.
TRACT XXI: (BROWNWOOD BUILDING)
Lot 7 and 9, Block 4, New City Block 14277, EXECUTIVE CENTER SUBDIVISION, UNIT
1- W, in the City of San Antonio, Bexar County, Texas, according to plat thereof
recorded in Volume 9200, Pages 247-248, Deed and Plat Records of Bexar County,
Texas.
TRACT XXII: (BONHAM BUILDING)
Lot 10, Block 4, New City Block 14277, EXECUTIVE CENTER SUBDIVISION, UNIT 1-W,
in the City of San Antonio, Bexar County, Texas, according to plat thereof
recorded in Volume 9200, Pages 247-248, Deed and Plat Records of Bexar County,
Texas.
TRACT XXIII: (BORDEN BUILDING)
Lot 6, Block 4, New City Block 14277, EXECUTIVE CENTER SUBDIVISION, UNIT 1-V, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 8800, Page 130, Deed and Plat Records of Bexar County, Texas.
TRACT XXIV: (AMISTAD BUILDING)
Lot 6, Block 1, New City Block 14274, EXECUTIVE CENTER SUBDIVISION, UNIT 1-W, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 9200, Pages 247-248, Deed and Plat Records of Bexar County, Texas.
17
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EXHIBIT "A-2" continued
TRACT XXV: (TRINITY BUILDING)
Lot 7, Block 1, New City Block 14274, EXECUTIVE CENTER SUBDIVISION, UNIT 1-W, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 9200, Pages 247-248, Deed and Plat Records of Bexar County, Texas.
TRACT XXVI: (PLAZA BUILDING)
Lot 1, Block 6, New City Block 17221, EXECUTIVE CENTER PLAZA SUBDIVISION, in the
City of San Antonio, Bexar County, Texas, according to plat thereof recorded in
Volume 9501, Page 39, Deed and Plat Records of Bexar County, Texas.
18
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EXHIBIT "A-3"
Description of Property located in the
County of Pinellas, State of Florida
PARCEL 501 (Pinellas)
A portion of Lot 1 in Block 1 of KOGER EXECUTIVE CENTER, according to the map or
plat thereof recorded in Plat Book 66, Page 96, of the public records of
Pinellas County, Florida, being more particularly described as follows:
Beginning at the intersection of the Northeasterly right-of-way line of
Executive Center Drive (variable right-of-way) with the Northwesterly
right-of-way line of Koger Boulevard (variable right-of-way) (formerly State
Road #694) as said rights-of-way now exist, thence along the Northeasterly and
Southeasterly right-of-way line of Executive Center Drive the following three
(3) courses and distances: 1) North 44(degree) 43' 20" West, 247.00 feet; 2)
North 45(degree) 16' 40" East, 7.16 feet and 3) North 44(degree) 43' 20" West,
23.00 feet to a point, said point being the Southwesterly corner of Lot 2 in
Block 1 of KOGER EXECUTIVE CENTER UNIT 2, as recorded in Plat Book 70, Page 48
of said public records; thence along the Easterly line of said Lot 2 in Block 1
of KOGER EXECUTIVE CENTER UNIT 2, North 45(degree) 16' 40" East, 277.17 feet to
a point, said point being the Westerly corner of property of Koger Equity, Inc.,
as recorded in O.R. Book 7057, Page 1781 of said public records; thence along
the Southwesterly and Northwesterly line of property of said Koger Equity, Inc.,
the following three (3) courses and distances: 1) South 44(degree) 43' 20" East,
221.00 feet; 2) North 45(degree) 16' 40" East, 30.00 feet and 3) South
44(degree) 43' 20" East, 49.00 feet to a point on the Northwesterly right-of-way
line of Koger Boulevard; thence along the Northwesterly right-of-way line of
Koger Boulevard, South 45(degree) 16' 40" West, 314.33 feet to the Point of
Beginning.
PARCEL 502 (Madison)
Being a portion of Lot 1 in Block 1 of KOGER EXECUTIVE CENTER, according to the
map or plat thereof recorded in Plat Book 66, Page 96 of the public records of
Pinellas County, Florida, being more particularly described as follows:
Commence at the intersection of the Northeasterly right-of-way line of Executive
Center Drive (variable right-of-way) with the Northwesterly right-of-way line of
Koger Boulevard (formerly State Road #694), as said rights-of-way now exist, all
as shown on plat recorded in Plat Book 69, Page 72 of the public records of
Pinellas County, Florida; thence along the Northwesterly right-of-way line of
Koger Boulevard (formerly State Road #694) North 45(degree) 16' 40" East, 314.33
feet to the Point of Beginning; thence North 44(degree) 43' 20" West, 49.00 feet
to a point; thence South 45(degree) 16' 40" West, 30.00 feet to a
19
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EXHIBIT "A-3" continued
point; thence North 44(degree) 43' 20" West, 221.00 feet to a point; thence
North 45(degree) 16' 40" East, 350.17 feet to a point; thence South 44(degree)
43' 20" East, 221.00 feet to a point; thence South 45(degree) 16' 40" West,
30.00 feet to a point; thence South 44(degree) 43' 20" East, 49.00 feet to a
point on the Northwesterly right-of-way line of Koger Boulevard (formerly State
Road #694); thence along the Northwesterly right-of-way line of Koger Boulevard
(formerly State Road #694) South 45(degree) 16' 40" West, 290.17 feet to the
Point of Beginning.
PARCEL 503 (Kogerama)
Part of Lot 1 in Block 1 of KOGER EXECUTIVE CENTER, according to the map or plat
thereof recorded in Plat Book 66, Page 96, of the public records of Pinellas
County, Florida, being more particularly described as follows:
From the Northeast corner of the South 1/4 of the North 1/2 of the Northwestern
1/4 of Section 19, Township 30 South, Range 17 East, Pinellas County, Florida,
run North 89(degree) 56' 40" West, 50.00 feet; thence South 00(degree) 06' 56"
West, 402.31 feet; thence North 89(degree) 53' 04" West, 15.00 feet; thence
South 00(degree) 06' 56" West, 65.00 feet for a Point of Beginning; thence
continue South 00(degree) 06' 56" West, 5.00 feet; thence South 89(degree) 53'
04" East, 3.72 feet; thence South 14(degree) 33' 32" West, 89.12 feet along the
Northwesterly right-of-way line of Koger Boulevard (formerly State Road #694);
thence along said Northwesterly right-of-way line the following two (2) courses:
1) by a curve to the right, radius 237.94 feet, an arc distance of 127.57 feet,
chord South 29(degree) 55' 06" West, 126.05 feet; and 2) thence South 45(degree)
16' 40" West, 156.00 feet; thence North 44(degree) 43' 20" West, 49.00 feet;
thence North 45(degree) 16' 40" East, 30.00 feet; thence North 44(degree) 43'
20" West, 221.00 feet; thence North 45(degree) 16' 40" East, 138.69 feet; thence
South 89(degree) 56' 40" East, 262.53 feet to the Point of Beginning.
PARCEL 504 (Duval)
Lot A of KOGER EXECUTIVE CENTER PARTIAL REPLAT AND ADDITION, according to
the map or plat thereof recorded in Plat Book 69, Page 72, of the public records
of Pinellas County, Florida.
PARCEL 505 (Dade)
Lot 1 in Block 2 of KOGER EXECUTIVE CENTER UNIT 2, according to the map or plat
thereof recorded in Plat Book 70, Page 48, of the public records of Pinellas
County, Florida, LESS AND EXCEPT that portion lying within the plat of KOGER
EXECUTIVE CENTER FRANKLIN REPLAT, recorded in Plat Book 84, Page 6 of the public
records of Pinellas County, Florida.
20
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EXHIBIT "A-3" continued
PARCEL 506 (Koger)
Lot 2 in Block 1 of KOGER EXECUTIVE CENTER UNIT 2, according to the map or plat
thereof recorded in Plat Book 70, Page 48, of the public records of Pinellas
County, Florida.
PARCEL 507 (Monroe)
Lot 2 in Block 1 of KOGER EXECUTIVE CENTER UNIT 4, according to the map or plat
thereof recorded in Plat Book 90, Pages 12 and 13, of the public records of
Pinellas County, Florida.
PARCEL 509 (Gadsden)
A portion of Lot 1 in Block 3 of KOGER EXECUTIVE CENTER UNIT 3, according to the
map or plat thereof recorded in Plat Book 72, Page 31, of the public records of
Pinellas County, Florida, being more particularly described as follows:
Commence at the Southeast corner of the Northwest 1/4 of Section 19, Township 30
South, Range 17 East, Pinellas County, Florida, said point also being the
intersection of the centerlines of 4th Street North and 94th Avenue North;
thence along the South line of the Northwest 1/4 of said Section 19 and the
centerline of 94th Avenue North, North 89(degree) 57' 21" West, 53.97 feet to a
point; thence North 00(degree) 06' 56" East, 50.00 feet to a point, said point
being on the Northerly right-of-way line of 94th Avenue North; thence North
25(degree) 11' 17" East, 9.39 feet to a point on the Westerly right-of-way line
of 4th Street North; thence along said right-of-way line, North 00(degree) 06'
56" East, 452.72 feet to the Point of Beginning; thence North 89(degree) 57' 21"
West, 206.14 feet to a point; thence South 00(degree) 06' 56" West, 154.92 feet
to a point; thence South 45(degree) 16' 40" West, 259.67 feet to a point; thence
North 44(degree) 43' 20" West, 268.49 feet to a point on the Southeasterly
right-of-way line of Koger Boulevard; thence along said right-of-way line, North
45(degree) 16' 40" East, 335.68 feet to the most Westerly corner of KOGER
EXECUTIVE CENTER UNIT 3 PARTIAL REPLAT AND ADDITION, as recorded in Plat Book
72, Page 56 of said public records; thence along the Southwesterly and Southerly
boundary of said KOGER EXECUTIVE CENTER UNIT 3 PARTIAL REPLAT AND ADDITION, the
following two (2) courses and distances: 1) South 44(degree) 43' 20" East, 74.27
feet; and 2) South 89(degree) 57' 21" East, 289.17 feet to a point on the
Westerly right-of-way line of 4th Street North; thence along said right-of-way
line, South 00(degree) 06' 56" West, 36.50 feet to the Point of Beginning.
21
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EXHIBIT "A-3" continued
PARCEL 510 (Hendry)
Part of Lot 1 in Block 3 of KOGER EXECUTIVE CENTER UNIT 3, according to the map
or plat thereof recorded in Plat Book 72, Page 31, of the public records of
Pinellas County, Florida, being more particularly described as follows:
Commence at the Southeast corner of the Northwest 1/4 of Section 19, Township 30
South, Range 17 East, Pinellas County, Florida; thence North 89(degree) 57' 21"
West, 53.97 feet along the East-West centerline of said Section 19, also being
the centerline of 94th Avenue North; thence North 00(degree) 06' 56" East, 50.00
feet to a point on the North right-of-way line of 94th Avenue North, also being
the most Southeasterly corner of Lot 1 in Block 3 of KOGER EXECUTIVE CENTER UNIT
3, as recorded in Plat Book 72, Page 31 of the public records of Pinellas
County, Florida; thence along said Northerly right-of-way line of 94th Avenue
North and the Southerly line of Lot 1 in Block 3 of said plat, North 89(degree)
57' 21" West, 296.14 feet to the Point of Beginning; thence along said Northerly
right-of-way line of 94th Avenue North and the Southerly right-of-way line of
Lot 1 in Block 3 of said plat, North 89(degree) 57' 21" West, 550.62 feet to the
point of intersection with the Southeasterly right-of-way line of Koger
Boulevard; thence along the Southeasterly right-of-way line of Koger Boulevard
the following four (4) courses and distances: 1) North 05(degree) 02' 39" East,
75.41 feet; 2) with a curve to the right having a radius of 30.00 feet, a
central angle of 51(degree) 36' 04" and a chord which bears North 30(degree) 50'
41" East, 26.11 feet, an arc distance of 27.02 feet; 3) with a curve to the left
having a radius of 1,196.28 feet, a central angle of 11(degree) 22' 03" and a
chord which bears North 50(degree) 57' 41" East, 236.95 feet, an arc distance of
237.34 feet and 4) North 45(degree) 16' 40" East, 95.31 feet to a point; thence
South 44(degree) 43' 20" East, 268.49 feet; thence North 45(degree) 16' 40"
East, 127.14 feet; thence South 00(degree) 06' 56" West, 212.97 feet to the
Point of Beginning.
PARCEL 511 (Lake)
A portion of Lot 1 in Block 3 of KOGER EXECUTIVE CENTER UNIT 3, according to the
map or plat thereof recorded in Plat Book 72, Page 31, of the public records of
Pinellas County, Florida, being more particularly described as follows:
Commence at the Southeast corner of the Northwest 1/4 of Section 19, Township 30
South, Range 17 East, Pinellas County, Florida, said point being the
intersection of the centerlines of 4th Street North and 94th Avenue North;
thence along the South line of the Northwest 1/4 of said Section 19 and the
centerline of 94th Avenue North, North 89(degree) 57' 21" West 53.97 feet to a
point; thence North 00(degree) 06' 56" East, 50.00 feet to the Point of
Beginning, said point being on the Northerly right-of-way line of 94th Avenue
North, all as shown on said plat; thence along the Northerly right-of-way line
of 94th Avenue North, North 89(degree) 56' 56" West, 296.11 feet to a point;
thence North 00(degree) 03' 58" East, 212.97 feet to a point; thence North
45(degree) 19' 49" East, 132.74 feet to a point; thence North
22
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EXHIBIT "A-3" continued
00(degree) 06' 43" East, 154.80 feet to a point; thence South 89(degree) 55' 58"
East, 206.03 feet to a point on the Westerly right-of-way line of 4th Street
North; thence along the Westerly right-of-way line of 4th Street North, South
00(degree) 07' 04" West, 452.74 feet to a point; thence South 25(degree) 12' 40"
West, 9.25 feet to the Point of Beginning.
PARCEL 512 (Franklin)
Lots 1 and 2 in Block 1 of KOGER EXECUTIVE CENTER FRANKLIN REPLAT, according to
the map or plat thereof recorded in Plat Book 84, Page 6, of the public records
of Pinellas County, Florida.
PARCEL 513 (St. Lucie)
Lot 1 in Block 1 of KOGER EXECUTIVE CENTER ST. LUCIE ADDITION, according to the
map or plat thereof recorded in Plat Book 87, Page 78, of the public records of
Pinellas County, Florida.
PARCEL 514 (Gilchrist)
Lots 1 and 2 of Block 1 of KOGER EXECUTIVE CENTER GILCHRIST ADDITION, according
to the map or plat thereof recorded in Plat Book 85, Page 42, of the public
records of Pinellas County, Florida.
PARCEL 516 (Baker)
Lot 1 in Block 1 of KOGER EXECUTIVE CENTER UNIT NO. 4, according to the map or
plat thereof recorded in Plat Book 90, Pages 12 and 13, of the public records of
Pinellas County, Florida.
PARCEL 517 (Glades)
Lot 1 in Block 1 of KOGER EXECUTIVE CENTER - GLADES ADDITION, according to the
map or plat thereof recorded in Plat Book 96, Page 37, of the public records of
Pinellas County, Florida.
23
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EXHIBIT "A-4"
Description of Property located in the
County of Leon, State of Florida
PARCEL 1 ATKINS BUILDING
A portion of Lot 2, Block "A", Replat of Koger Executive Center Units 1 & 2,
according to plat thereof recorded in Plat Book 7, pages 36A and 36B of the
public records of Leon County, Florida and being more particularly described as
follows:
Beginning at the Northeast corner of said Lot 2, said point being on the
Westerly right-of-way line of Executive Center Drive (variable r/w), all as
shown on said plat; thence along the Easterly boundary of said Lot 2 and the
Westerly right-of-way line of Executive Center Drive and becoming the Northerly
right-of-way line of Executive Center Circle West (60' r/w) the following six
(6) courses and distances: 1) South 00(degree) 01' 06" West 64.52 feet; 2) South
17(degree) 56' 19" West 65.00 feet; 3) South 00(degree) 01' 06" West 225.91
feet; 4) with a curve to the right having a radius of 30.00 feet, a central
angle of 90(degree) 06' 49", an arc distance of 47.18 feet; 5) North 89(degree)
52' 05" West 36.68 feet; and 6) with a curve to the left having a radius of
112.50 feet, a central angle of 42(degree) 39' 13", an arc distance of 83.75
feet to a point; thence North 42(degree) 31' 18" West 31.59 feet to a point;
thence North 76(degree) 10' 36" West 240.54 feet to a point on the Westerly
boundary of said Lot 2 and the Easterly maintained right-of-way line of Hendrix
Road; thence along the Westerly boundary of said Lot 2 and the Easterly
maintained right-of-way line of Hendrix Road North 15(degree) 06' 11" East,
381.50 feet to the Northwest corner of said Lot 2; thence along the Northerly
boundary of said Lot 2 the following two (2) courses and distances: 1) South
74(degree) 53' 49" East 143.01 feet; and 2) South 89(degree) 58' 54" East 180.61
feet to the point of beginning.
PARCEL 2 BERKELEY BUILDING
Lot 2, Block D, Replat of Koger Executive Center Units 1 and 2, according to
plat thereof recorded in Plat Book 7, pages 36A and 36B of the public records of
Leon County, Florida.
PARCEL 3 LAFAYETTE BUILDING
Lot 1, Block C, Replat Koger Executive Center Units 1 and 2, according to plat
thereof recorded in Plat Book 7, pages 36A and 36B of the public records of Leon
County, Florida.
24
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EXHIBIT "A-4" continued
PARCEL 4 MARATHON BUILDING
Lot 4, Block B, Replat Koger Executive Center Units 1 and 2, according to plat
thereof recorded in Plat Book 7, pages 36A and 36B of the public records of Leon
County, Florida.
PARCEL 6 ELLIS BUILDING
Lot 1, Block B, Replat of Koger Executive Center Units 1 and 2, as per the plat
or map thereof recorded in Plat Book 7, pages 36A and 36B, of the Public Records
of Leon County, Florida.
PARCEL 9 WEBSTER BUILDING
A part of Lot 2, Block A, Replat of Koger Executive Center, Units 1 and 2,
according to plat thereof, as recorded in Plat Book 7, pages 36A and 36B of the
public records of Leon County, Florida, described as follows:
Commence at the Southwest corner of said Lot 2, Block A and run South 68(degree)
40' 39" East along the Northerly right-of-way line of Old St. Augustine Road as
shown on said plat 239.29 feet to the point of beginning. From the point of
beginning run North 21(degree) 19' 21" East 44.00 feet, thence South 68(degree)
40' 39" East 216.00 feet, thence North 21(degree) 19' 21" East, 205.47 feet to
the Southerly right-of-way line of Executive Center Circle West, then run along
said right-of-way line as follows: South 68(degree) 51' 49" East 270.21 feet to
a point of curve to the left, then along said right-of-way curve concave to the
North having a radius of 407.06 feet and a central angle of 21(degree) 00' 16"
for an arc distance of 149.23 feet to a point of reverse curve, then along said
curve concave to the Southwest having a radius of 30.00 feet and a central angle
of 90(degree) 00' 00" for an arc distance of 47.12 feet to a point on the
Westerly right-of-way line of Executive Center Circle East, then run along said
right-of-way line as follows: South 00(degree) 07' 55" West 37.28 feet to a
point of curve to the right, then along said right-of-way curve concave to the
West having a radius of 235.92 feet and a central angle of 41(degree) 13' 06"
for an arc distance of 169.72 feet to a point of tangency, then South 41(degree)
21' 01" West 58.18 feet to a point of curve to the right, then along said
right-of-way curve concave to the Northwest having a radius of 30.00 feet and a
central angle of 78(degree) 27' 23" for an arc distance of 41.08 feet to a point
on the Northerly right-of-way of Old St. Augustine Road as shown on said plat,
then along said right-of-way line as follows: North 60(degree) 11' 36" West
95.94 feet, then North 68(degree) 40' 39" West 538.58 feet to the point of
beginning.
25
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EXHIBIT "A-4" continued
PARCEL 10 TURNER BUILDING
Lot 1, Block D, Replat of Koger Executive Center, Units 1 and 2, according to
plat thereof, as recorded in Plat Book 7, pages 36A and 36B of the public
records of Leon County, Florida.
PARCEL 11 KOGERAMA BUILDING
Lot 1, Block A, Replat of Koger Executive Center, Units 1 and 2, according to
plat thereof, as recorded in Plat Book 7, pages 36A and 36B of the public
records of Leon County, Florida.
PARCEL 13 SUTTON BUILDING
Lot 3, Block C, Replat of Koger Executive Center, Units 1 and 2, according to
plat thereof, as recorded in Plat Book 7, pages 36A and 36B of the public
records of Leon County, Florida.
PARCEL 14 CLIFTON BUILDING
A portion of Lot 2, Block A, Replat of Koger Executive Center, Units 1 and 2,
according to plat thereof, as recorded in Plat Book 7, pages 36A and 36B of the
public records of Leon County, Florida, being more particularly described as
follows:
Beginning at the most Westerly corner of Lot 2, said point being the
intersection of the Northerly maintained right-of-way line of Old St. Augustine
Road with the Easterly maintained right-of-way line of Hendrix Road, all as
shown on said plat; thence along the Westerly boundary of Lot 2 and the Easterly
maintained right-of-way line of Hendrix Road North 13(degree) 40' 34" East
306.75 feet to a point; thence South 76(degree) 10' 36" East 210.00 feet to a
point; thence North 77(degree) 28' 29" East 51.80 feet to a point on the
Southwesterly right-of-way line of Executive Center Circle West (60' r/w);
thence along the Southwesterly right-of-way line of Executive Center Circle West
the following four (4) courses and distances: 1) with a curve to the left having
a radius of 137.23 feet, a central angle of 33(degree) 17' 54" and a chord which
bears South 19(degree) 48' 42" East 78.64 feet, an arc distance of 79.75 feet,
2) South 36(degree) 27' 39" East 38.72 feet, 3) with a curve to the left having
a radius of 202.09 feet, a central angle of 32(degree) 24' 10" and a chord which
bears South 52(degree) 39' 44" East 112.77 feet, an arc distance of 114.29 feet,
and 4) South 68(degree) 51' 49" East 52.00 feet to a point; thence South
21(degree) 19' 21" West 205.47 feet to a point; thence North 68(degree) 40' 39"
West 216.00 feet to a point; thence South 21(degree) 19' 21" West, 44.00 feet to
a point on the Northerly maintained right-of-way line of Old St. Augustine Road;
thence along the Northerly maintained right-of-way line of Old St. Augustine
Road North 68(degree) 40' 39" West 239.29 feet to the point of beginning.
26
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EXHIBIT "A-4" continued
PARCEL 15 ASHLEY BUILDING
Lot 2, Block B, Replat of Koger Executive Center, Units 1 and 2, according to
plat thereof, as recorded in Plat Book 7, pages 36A and 36B of the public
records of Leon County, Florida.
PARCEL 16 DOUGLAS BUILDING
A portion of Lot 2, Block A, Replat of Koger Executive Center, Units 1 and 2,
according to plat thereof, as recorded in Plat Book 7, pages 36A and 36B of the
public records of Leon County, Florida, being more particularly described as
follows:
Commence at the Northeast corner of Lot 2, said point being on the Westerly
right-of-way line of Executive Center Drive (variable r/w), all as shown on said
plat; thence along the Westerly right-of-way line of Executive Center Drive and
becoming the Northerly right-of-way line of Executive Center Circle West (60'
r/w) the following six (6) courses and distances: 1) South 00(degree) 01' 06"
West 64.52 feet, 2) South 17(degree) 56' 19" West 65.00 feet, 3) South
00(degree) 01' 06" West 225.91 feet, 4) with a curve to the right having a
radius of 30.00 feet, a central angle of 90(degree) 06' 49" and a chord which
bears South 45(degree) 04' 29" West 42.47 feet, an arc distance of 47.18 feet,
5) North 89(degree) 52' 05" West 36.68 feet, and 6) with a curve to the left
having a radius of 112.50 feet, a central angle of 42(degree) 39' 13" and a
chord which bears South 68(degree) 48' 18" West 81.83 feet, an arc distance of
83.75 feet to the point of beginning; thence continue along the Westerly
right-of-way line of Executive Center Circle West the following three (3)
courses and distances: 1) with a curve to the left having a radius of 112.50
feet, a central angle of 33(degree) 56' 21" and a chord which bears South
30(degree) 30' 32" West 65.67 feet, an arc distance of 66.64 feet, 2) South
13(degree) 32' 21" West 342.70 feet, 3) with a curve to the left having a radius
of 137.23 feet, a central angle of 16(degree) 42' 02" and a chord which bears
South 05(degree) 11' 20" West 39.86 feet, an arc distance of 40.00 feet to a
point; thence South 77(degree) 28' 29" West 51.80 feet to a point; thence North
76(degree) 10' 36" West 210.00 feet to the Easterly maintained right-of-way line
of Hendrix Road; thence along the Easterly maintained right-of-way line of
Hendrix Road North 13(degree) 40' 34" East, 405.00 feet to a point; thence North
15(degree) 06' 11" East 80.44 feet to a point; thence South 76(degree) 10' 36"
East 240.54 feet to a point; thence South 42(degree) 31' 18" East 31.59 feet to
the point of beginning.
PARCEL 17 MONTGOMERY BUILDING
Lot 3, Block B, Replat of Koger Executive Center, Units 1 and 2, according to
plat thereof, as recorded in Plat Book 7, pages 36A and 36B of the public
records of Leon County, Florida.
27
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EXHIBIT "A-4" continued
PARCEL 18 HOWARD BUILDING
Lot 2, Block C, Replat of Koger Executive Center, Units 1 and 2, according to
plat thereof, as recorded in Plat Book 7, pages 36A and 36B of the public
records of Leon County, Florida.
28
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EXHIBIT "A-5"
Description of Property located in the
County of Leon, State of Florida
PARCEL 5 RHYNE BUILDING
Lot 2, Block A of Koger Center South, according to plat thereof recorded in Plat
Book 9, page 71 of the public records of Leon County, Florida.
PARCEL 7 HARTMAN BUILDING
Lot 2, Block "B", a Resubdivision of a Resubdivision of Block "B" of Koger
Center South, as per plat or map thereof recorded in Plat Book 10, page 13, of
the public records of Leon County, Florida.
PARCEL 8 FORREST BUILDING
Lot 1, Block A, of Koger Center South, as recorded in Plat Book 9, page 71, of
the public records of Leon County, Florida.
29
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EXHIBIT "A-6"
Description of Property located in the
County of Travis, State of Texas
TRACT 1: (LIVINGSTON)
Being Lot 3A of RESUBDIVISION OF A PORTION OF LOT 3, KOGER EXECUTIVE
CENTER, UNIT TWO, a subdivision in Travis County, Texas, according to the map or
plat thereof recorded in Book 76, Page 50, Plat Records, Travis County, Texas.
TRACT 2: (TRAVIS)
Being Lot 3B of RESUBDIVISION OF A PORTION OF LOT 3, KOGER EXECUTIVE
CENTER, UNIT TWO, a subdivision in Travis County, Texas, according to the map or
plat thereof recorded in Book 76, Page 50, Plat Records, Travis County, Texas.
TRACT 3: (WHITNEY)
Being Lot 3C of RESUBDIVISION OF A PORTION OF LOT 3, KOGER EXECUTIVE
CENTER, UNIT TWO, a subdivision in Travis County, Texas, according to the map or
plat thereof recorded in Book 76, Page 50, Plat Records, Travis County, Texas.
TRACT 4: (CROSS)
Being Lot 5 of KOGER EXECUTIVE CENTER UNIT THREE, a subdivision in Travis
County, Texas, according to the map or plat thereof recorded in Book 75, Page
322, Plat Records, Travis County, Texas.
TRACT 5: (COLORADO)
Being Lot 6A of RESUBDIVISION LOT 6 KOGER EXECUTIVE CENTER UNIT THREE, a
subdivision in Travis County, Texas, according to the map or plat thereof
recorded in Book 77, Page 167, Plat Records, Travis County, Texas.
TRACT 6: (PROCTOR)
Being Lot 6B of RESUBDIVISION LOT 6 KOGER EXECUTIVE CENTER UNIT THREE, a
subdivision in Travis County, Texas, according to the map or plat thereof
recorded in Book 77, Page 167, Plat Records, Travis County, Texas.
TRACT 7: (BENBROOK)
Being Lot 8 of KOGER EXECUTIVE CENTER UNIT FOUR, a subdivision in Travis County,
Texas, according to the map or plat thereof recorded in Book 80, Page 176, Plat
Records, Travis County, Texas.
TRACT 8: (MEREDETH)
Being Lot 9 of KOGER EXECUTIVE CENTER UNIT FOUR, a subdivision in Travis County,
Texas, according to the map or plat thereof recorded in Book 80, Page 176, Plat
Records, Travis County, Texas.
30
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EXHIBIT "A-6" continued
TRACT 9: (BRIDGEPORT)
Being Lot 10 of KOGER EXECUTIVE CENTER UNIT FOUR, a subdivision in Travis
County, Texas, according to the map or plat thereof recorded in Book 80, Page
176, Plat Records, Travis County, Texas.
TRACT 10: (HUBBARD)
Being Lot 1 of KOGER EXECUTIVE CENTER UNIT FIVE, a subdivision in Travis County,
Texas, according to the map or plat thereof recorded in Book 84, Page 6D-7A,
Plat Records, Travis County, Texas.
TRACT 11: (BUCHANAN)
Being Lot 2 of KOGER EXECUTIVE CENTER UNIT FIVE, a subdivision in Travis County,
Texas, according to the map or plat thereof recorded in Book 84, Page 6D-7A,
Plat Records, Travis County, Texas.
TRACT 12: (MEDINA)
Being Lot 4A of KOGER EXECUTIVE CENTER UNIT FIVE, a subdivision in Travis
County, Texas, according to the map or plat thereof recorded in Book 84, Page
6D-7A, Plat Records, Travis County, Texas.
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EXHIBIT "A-7"
Description of Property located in the
County of El Paso, State of Texas
PARCEL 1: (MESA BUILDING)
All that certain tract or parcel of land situate in El Paso, El Paso County,
Texas, and being a portion of Survey 132 Unplatted of Stone Subdivision, Block
4, described as follows:
Commence at the point of intersection of the northerly right-of-way line of
Wallington Lane, as extended, (80' R/W) with the easterly right-of-way line of
North Mesa Street (variable R/W); thence along the easterly right-of-way line of
North Mesa Street North 50(degree) 49' 00" West, 270.00 feet to the POINT OF
BEGINNING; thence continue along the easterly right-of-way line of North Mesa
Street the following two (2) courses and distances: 1) North 50(degree) 49' 00"
West 37.06 feet, and 2) with a curve to the right, having a radius of 512.97
feet, a central angle of 09(degree) 52' 16" and a chord which bears North
45(degree) 52' 52" West 88.27 feet, an arc distance of 88.38 feet to a point;
thence departing said easterly right-of-way line of North Mesa Street North
39(degree) 11' 00" East 320.20 feet to a point on the westerly right-of-way line
of Ridgecrest Drive, (60' R/W); thence along the westerly right-of-way line of
Ridgecrest Drive with a curve to the left, having a radius of 293.60 feet, a
central angle of 25(degree) 11' 52" and a chord which bears South 38(degree) 07'
42" East 128.13 feet, an arc distance of 129.12 feet to a point; thence
departing said westerly right-of-way line of Ridgecrest Drive, South 39(degree)
11' 00" West 299.64 feet to the POINT OF BEGINNING.
PARCEL 2: (PRESIDIO BUILDING)
Lot 1, Block E, EXECUTIVE PARK, a subdivision in the City of El Paso, El Paso
County, Texas, according to the plat thereof on file in Volume 20, Page 17, of
the Plat Records of El Paso County, Texas; and the Northerly 60.00 feet of Lot
2, Block E, EXECUTIVE PARK UNIT 2, a subdivision in the City of El Paso, El Paso
County, Texas, according to the plat thereof on file in Volume 24, Page 36, of
the Plat Records of El Paso County, Texas.
PARCEL 3: (KOGERAMA BUILDING)
A portion of Lots 7 and 8, Block B, EXECUTIVE PARK UNIT 2, a subdivision in the
City of El Paso, El Paso County, Texas, according to the plat thereof on file in
Volume 24, Page 36, of the Plat Records of El Paso County, Texas, and being more
particularly described as follows:
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EXHIBIT "A-7" continued
BEGINNING at a point lying on the southerly right-of-way line of Rio Bravo Drive
(60' R/W) and being the northwest corner of Lot 7 and the northeast corner of
Lot 8, Block B, Executive Park Unit 2; thence, North 89(degree) 58' 15" East
along the southerly right-of-way line of Rio Bravo Drive and the northerly
boundary line of said Lot 7 a distance of 91.22 feet; thence, South 00(degree)
01' 45" East a distance of 255.00 feet to a point lying on the southerly
boundary line of said Lot 7; thence, South 89(degree) 58' 15" West along the
southerly boundary line of said Lots 7 and 8 a distance of 231.22 feet to a
point; thence North 00(degree) 01' 45" West a distance of 255.00 feet to a point
on the southerly right-of-way line of Rio Bravo Drive; thence North 89(degree)
58' 15" East along the southerly right-of-way line of Rio Bravo Drive and the
northerly boundary line of said Lot 8 a distance of 140.00 feet to the Point of
Beginning.
PARCEL 4: (PERSHING EAST BUILDING)
A portion of Lot 8, Block B, EXECUTIVE PARK, UNIT 2, a Subdivision in the City
of El Paso, El Paso County, Texas, according to the Plat thereof on file in
Volume 24, Page 36, of the Plat records of El Paso County, Texas, and all of Lot
9 and a portion of Lot 10, Block B, EXECUTIVE PARK, UNIT 3, a Subdivision in the
City of El Paso, El Paso County, Texas, according to the Plat thereof on file in
Volume 27, Page 1, of the Plat records of El Paso County, Texas, more
particularly described as follows:
BEGINNING at a point on the southerly right-of-way line of Rio Bravo Drive (60"
R/W), said point also being a common corner of Lot 8, Block B, Executive Park
Unit 2, and Lot 9, Block B, Executive Park Unit 3; thence along the southerly
right-of-way line of Rio Bravo Drive and the northerly line of said Lot 8 North
89(degree) 58' 15" East 65.00 feet; thence departing Rio Bravo Drive South
00(degree) 01' 45" East 255.00 feet to a point on the southerly line of Lot 8;
thence South 89(degree) 58' 15" West 300.00 feet along the southerly line of
said Lots 8, 9 and 10 to a point; thence North 00(degree) 01' 45" West 128.00
feet to a point; thence South 89(degree) 58' 15" West 158.75 feet to a point;
thence North 00(degree) 01' 45" West 132.34 feet to a point on the southerly
right-of-way line of Rio Bravo Drive; thence along the southerly right-of-way
line of Rio Bravo Drive the following two (2) courses and distances: 1) with a
curve to the left having a radius of 80.00 feet, a central angle of 21(degree)
03' 50" and a chord which bears South 79(degree) 29' 50" East 29.25 feet, an arc
distance of 29.41 feet, and 2) North 89(degree) 58' 15" East 430.00 feet to the
Point of Beginning.
PARCEL 5: (CARLSBAD BUILDING)
The Southerly 135.00 feet of Lots 5 and 6, Block E, EXECUTIVE PARK, UNIT "3", a
subdivision in the City of El Paso, El Paso County, Texas, according to the plat
thereof on file in Volume 27, Page 1, of the Plat Records of El Paso County,
Texas.
33
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EXHIBIT "A-7" continued
PARCEL 6: (BROWNSVILLE BUILDING)
A parcel of land in the unplatted portion of EXECUTIVE PARK in the JOHN BARKER
SURVEY NO. 10, City of El Paso, El Paso County, Texas, said parcel being more
particularly described as follows:
Commence at the point of intersection of the northerly line of Executive Center
Boulevard (100' R/W) and the westerly line of Lot 7, Block A, Executive Park,
City of El Paso, El Paso County, Texas; thence, along the northerly right-of-way
line of Executive Center Boulevard with a curve to the left, having a radius of
1501.76 feet, a central angle of 03(degree) 38' 44" and a chord which bears
South 88(degree) 08' 53" West, 95.54 feet, an arc distance of 95.55 feet to the
POINT OF BEGINNING; thence along the northerly right-of-way line of Executive
Center Boulevard with a curve to the left having a radius of 1501.76 feet, a
central angle of 09(degree) 15' 41" and a chord which bears South 81(degree) 41'
41" West 242.49 feet, an arc distance of 242.75 feet to a point; thence,
departing said northerly right-of-way corner of Lot 7, Block A, Executive Park;
thence along the line of Executive Center Boulevard North 00(degree) 01' 45"
West 153.83 feet to a point; thence North 76(degree) 48' 19" East 187.91 feet to
a point; thence South 87(degree) 48' 15" East 57.09 feet to a point; thence
South 00(degree) 01' 45" East 159.50 feet to the POINT OF BEGINNING.
PARCEL 7: (CHAPARRAL)
All of Lot 6, and a portion of Lot 5, Block B, EXECUTIVE PARK, being a replat of
a portion of Block B, a Subdivision in the City of El Paso, El Paso County,
Texas, according to the Plat thereof on file in Volume 24, Page 6 of the Plat
Records of El Paso County, Texas; that portion of Lot 5 being more particularly
described as follows:
Commence at the southwest corner of Lot 6; thence North 00(degree) 01' 45" West
along the westerly line of Lot 6, Block B, Executive Park a distance of 115.12
feet to the POINT OF BEGINNING. Thence South 89(degree) 58' 15" West a distance
of 6.47 feet to a point on the easterly right-of-way line of Rio Bravo Drive (60
foot right-of-way); thence North 09(degree) 01' 37" East along the easterly
right-of-way line of Rio Bravo Drive a distance of 41.09 feet to a point on the
westerly line of Lot 6; thence along the Westerly line of said Lot 6, said line
also being an easterly line of Lot 5 South 00(degree) 01' 45" East a distance of
40.58 feet to the point of beginning.
PARCEL 8: (KOGER BUILDING)
All of Lots 3 & 4 and the Northerly 95.00 feet of Lots 5 & 6, Block E, EXECUTIVE
PARK UNIT "3", a subdivision in the City of El Paso, El Paso County, Texas,
according to the plat thereof on file in Volume 27, Page 1, of the Plat Records
of El Paso County, Texas.
34
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EXHIBIT "A-7" continued
PARCEL 9: (LIMA BUILDING)
The Westerly 105.51 feet of Lot 6 and the Easterly 61.16 feet of Lot 7, Block A,
EXECUTIVE PARK, a subdivision in the City of El Paso, El Paso County, Texas,
according to the plat thereof on file in Volume 20, Page 17, of the Plat Records
of El Paso County, Texas.
PARCEL 10: (LOS ARCOS BUILDING)
The Southerly 285.00 feet of Lot 2, Block E, EXECUTIVE PARK UNIT 2, a
subdivision in the City of El Paso, El Paso County, Texas, according to the plat
thereof on file in Volume 24, Page 36, of the Plat Records of El Paso County,
Texas; and Lot 7, Block E, EXECUTIVE PARK UNIT "3", a subdivision in the City of
El Paso, El Paso County, Texas, according to the plat thereof on file in Volume
27, Page 1, of the Plat Records of El Paso County, Texas.
PARCEL 11: (LOS PICOS BUILDING)
Lot 4, Block B, EXECUTIVE PARK (REPLAT), a subdivision in the City of El Paso,
El Paso County, Texas, being a replat of a portion of Block B, 4.494 acres of
John Barker Survey No. 10 said subdivision on file in Volume 24, Page 6, of the
Plat Records of El Paso County, Texas; and the Southerly 295.0 feet of Lot 2,
Block C, EXECUTIVE PARK UNIT 2, a subdivision in the City of El Paso, El Paso
County, Texas, according to the plat thereof on file in Volume 24, Page 36, of
the Plat Records of El Paso County, Texas.
PARCEL 12: (MADRID BUILDING)
The West 49.51 feet of Lot 7, Block A, EXECUTIVE PARK, a subdivision in the City
of El Paso, El Paso County, Texas, according to the plat thereof on file in
Volume 20, Page 17, of the Plat Records of El Paso County, Texas; and a portion
of JOHN BARKER SURVEY 10, all being more particularly described as follows:
BEGINNING at the southwest corner of said Lot 7, Block A, Koger Executive Park,
said point also being on the northerly right-of-way line of Executive Center
Boulevard (100 foot right-of-way); thence along the northerly right-of-way line
of Executive Center Boulevard with a curve to the left having a radius of
1501.76 feet, a central angle of 03(degree) 38' 44" and a chord which bears
South 88(degree) 08' 53" West 95.54 feet, an arc distance of 95.55 feet to a
point; thence departing said northerly right-of-way line of Executive
35
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EXHIBIT "A-7" continued
Center Boulevard North 00(degree) 01' 45" West 159.50 feet to a point; thence
South 87(degree) 48' 15" East 95.56 feet to a point; thence South 00(degree) 01'
45" East 2.75 feet to a point, said point being the northwest corner of Lot 7,
Block A, Executive Park; thence along the north line of said Lot 7 North
89(degree) 58' 15" East 49.51 feet to a point; thence South 00(degree) 01' 45"
East 150.00 feet to a point on the northerly right-of-way line of Executive
Center Boulevard; thence along the northerly right-of-way line of Executive
Center Boulevard South 89(degree) 58' 15" West 49.51 feet to the Point of
Beginning.
PARCEL 13: (PERSHING WEST BUILDING)
A portion of Lots 10 and 11, Block B, EXECUTIVE PARK UNIT "3", a subdivision in
the City of El Paso, El Paso County, Texas, according to the plat thereof on
file in Volume 27, Page 1, of the Plat Records of El Paso County, Texas; and
being more particularly described as follows:
BEGINNING at the southwest corner of Lot 10, Block B, Executive Park Unit "3",
said point also being the southeast corner of Lot 11, Block B, Executive Park
Unit "3"; thence along the south line of said Lot 11, South 89(degree) 58' 15"
West 200 feet to a point; thence departing said south line of Lot 11 North
00(degree) 01' 45" East 315.00 feet to a point; thence North 89(degree) 58' 15"
East 202.54 feet to a point on the westerly right-of-way line of Rio Bravo Drive
(60 foot right-of-way); thence along the westerly right-of-way line of Rio Bravo
Drive with a curve to the left having a radius of 80.00 feet, a central angle of
54(degree) 27' 38" and a chord which bears South 41(degree) 44' 13" East 73.21
feet, an arc distance of 76.04 feet to a point; thence departing said westerly
right-of-way line of Rio Bravo Drive, South 00(degree) 01' 45" East 132.34 feet
to a point; thence North 89(degree) 58' 15" East, 158.75 feet to a point; thence
South 00(degree) 01' 45" East 128.00 feet to a point on the south line of said
Lot 10; thence along the south line of said Lot 10 South 89(degree) 58' 15" West
210.00 feet to the Point of Beginning.
PARCEL 14: (PIONEER)
A portion of Lots 10 and 11, Block B, EXECUTIVE PARK UNIT "3", City of El Paso,
El Paso County, Texas, and being more particularly described in Volume 27, Page
1, as follows:
BEGINNING at the southwest corner of Executive Park Unit 3, City of El Paso, El
Paso County, Texas, said point also being the southwest corner of Lot 11, Block
B, Executive Park Unit 3; thence North 00(degree) 05' 07" West 289.96 feet along
the westerly line of Lot 11, Block B, Executive Park Unit 3, to a point; thence
North 89(degree) 58' 15" East 233.47 feet to a point; thence North 00(degree)
01' 45" West 50.00 feet to a point; thence North 89(degree) 58' 15" East
36
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EXHIBIT "A-7" continued
108.51 feet to a point; thence North 60(degree) 39' 30" East 136.52 feet to a
point on the westerly right-of-way line of Rio Bravo Drive (60 foot
right-of-way); thence along the westerly right-of-way line of Rio Bravo Drive
South 00(degree) 01' 45" East 71.84 feet to a point, said point being the most
northwesterly corner of Lot 10, Block B, Executive Park Unit 3; thence continue
along the westerly right-of-way line of Rio Bravo Drive and an easterly line of
Lot 10, Block B with a curve to the left having a radius of 80.00 feet, a
central angle of 14(degree) 28' 28" and a chord which bears South 07(degree) 15'
59" East 20.16 feet, an arc distance of 20.21 feet; thence departing Rio Bravo
Drive South 89(degree) 58' 15" West 202.54 feet to a point; thence South
00(degree) 01' 45" East 315.00 feet to a point on the southerly line of
Executive Park Unit 3; thence South 89(degree) 58' 15" West 260.71 feet along
the southerly line of Executive Park Unit 3, to the Point of Beginning.
37
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EXHIBIT "A-8"
Description of Property located in the
County of Greenville, State of South Carolina
PARCEL 1 - CHESTERFIELD BUILDING
Lot 1 of Koger Executive Center as recorded in Plat Book 5D, Page 75 in the
R.M.C. Office for Greenville County, South Carolina.
This being a portion of the property conveyed to Koger Equity of South Carolina,
Inc. by deed of The Koger Company, a Florida corporation, dated September 1,
1988 and recorded September 13, 1988 in the R.M.C. Office for Greenville County,
South Carolina, in Deed Book 1337, Page 766. By Articles and Plan of Merger,
Koger Equity of South Carolina, Inc., merged into Koger Equity, Inc., which
Articles and Plan of Merger was filed of record in the R.M.C. Office of
Greenville, South Carolina, on January 10, 1994 in Deed Book 1546, at Page 287.
PARCEL 2 - ANDERSON BUILDING
Being a portion of Lot 2 of Koger Executive Center as recorded in Plat Book 5D,
Page 75 in the R.M.C. Office for Greenville County, South Carolina, being more
particularly described as follows:
BEGINNING at the northwest corner of said Lot 2, said point being on the
easterly right-of-way line of the most westerly part of Executive Center Drive
(variable R/W), all as shown on said plat; thence along the northerly boundary
of said Lot 2 the following three (3) courses and distances: (1) South
79(degree)45'00" East 223.00 feet, (2) North 10(degree)15'00" East 74.00 feet,
and (3) South 79(degree)45'00" East 161.00 feet to the northeast corner of said
Lot 2; thence along the easterly boundary of said Lot 2, South 10(degree)15'00"
West 408.37 feet to a point on the northerly right-of-way line of the northerly
frontage road of Interstate No. 385 (variable R/W); thence along said
right-of-way line the following four (4) courses and distances: (1) North
82(degree)57'00" West 86.33 feet, (2) North 79(degree)20'00" West 99.57 feet,
(3) North 76(degree)08'00" West 99.60 feet, and (4) North 73(degree)05'00" West
80.00 feet to a point on the easterly right-of-way line of the most westerly
part of Executive Center Drive; thence along the said right-of-way line the
following three (3) courses and distances: (1) North 27(degree)21'21" West 26.43
feet, (2) North 10(degree)15'00" East 285.49 feet, and (3) North
00(degree)25'41" West 17.00 feet to the Point of Beginning.
This being a portion of the property conveyed to Koger Equity of South Carolina,
Inc. by deed of The Koger Company, a Florida corporation, dated September 1,
1988 and recorded September 13, 1988 in the R.M.C. Office for Greenville County,
South Carolina, in Deed Book 1337, Page 766. By Articles and Plan of Merger,
Koger Equity of South Carolina, Inc., merged into Koger Equity, Inc., which
Articles and Plan of
38
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EXHIBIT "A-8" continued
Merger was filed of record in the R.M.C. Office of Greenville, South Carolina,
on January 10, 1994 in Deed Book 1546, at Page 287.
PARCEL 3 - BARNWELL BUILDING
Lot 6 of KOGER EXECUTIVE CENTER according to the plat thereof as recorded in
Plat Book 5D, page 75 in the R.M.C. Office for Greenville County, South
Carolina.
PARCEL 4 - LAURENS BUILDING
BEING a portion of Lot 3 of KOGER EXECUTIVE CENTER as recorded in Plat Book 5D,
page 75, in the R.M.C. Office for Greenville County, South Carolina, being more
particularly described as follows:
Commence at the northeast corner of said Lot 3, said point being the southeast
corner of Lot 5 and also being on the westerly right-of-way of the most easterly
part of Executive Center Drive (variable R/W), all as shown on said plat; thence
along said right-of-way line the following three (3) courses and distances: 1)
South 27(degree)48'00" East 20.00 feet, 2) South 18(degree)05'00" East 30.31
feet, and 3) South 03(degree)04'00" East 26.94 feet to the POINT OF BEGINNING;
thence continue along said right-of-way line the following four (4) courses and
distances: (1) South 03(degree)04'00" East 11.41 feet, 2) South 06(degree)05'48"
West 59.75 feet, 3) South 10(degree)20'00" West 195.00 feet, and 4) South
17(degree)30'00" West 46.11 feet to the intersection with the northerly
right-of-way line of the northerly frontage road of Interstate No. 385 (variable
R/W); thence along said right-of-way line the following five (5) courses and
distances: (1) North 88(degree)23'00" West 3.87 feet, 2) South 01(degree)55'00"
West 5.00 feet, 3) North 84(degree)15'00" West 199.00 feet, 4) North
84(degree)25'00" West 98.80 feet, and 5) North 82(degree)57'00" West 13.75 feet
to a point on the westerly boundary of said Lot 3; thence along the westerly
boundary of said Lot 3 North 10(degree)15'00" East 341.37 feet to the northwest
corner of said Lot 3; thence along the northerly boundary of said Lot 3 South
79(degree)45'00" East 170.00 feet to a point; thence continue South
79(degree)45'00" East 142.87 feet to the Point of Beginning.
PARCEL 5 - MARION BUILDING
Being a portion of Lot 3 and all of Lot 5 of KOGER EXECUTIVE CENTER as recorded
in Plat Book 5D, page 75 in the R.M.C. Office of Greenville County, South
Carolina, being more particularly described as follows:
BEGINNING at the northeast corner of said Lot 3, said point being the southeast
corner of said Lot 5 and also being on the southwesterly right-of-way line of
the most easterly part of Executive Center Drive (variable R/W), all as shown on
said plat; thence along said right-of-way line the following three (3) courses
and distances: 1) South 27(degree)48'00" East 20.00 feet, 2) South
18(degree)05'00" East 30.31 feet, and 3) South 03(degree)04'00" East 26.94
39
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EXHIBIT "A-8" continued
feet to a point; thence North 79(degree)45'00" West 142.87 feet to a point on
the common boundary of said Lots 3 and 5; thence continue along said common
boundary North 79(degree)45'00" West 170.00 feet to the northwest corner of said
Lot 3, said point being a southwest corner of said Lot 5; thence along the
boundary of said Lot 5 the following three (3) courses and distances: 1) North
10(degree)15'00" East 67.00 feet, 2) North 79(degree)45'00" West 120.00 feet,
and 3) North 10(degree)15'00" East 309.06 feet to a point on the southwesterly
right-of-way line of Executive Center Drive; thence along said right-of-way line
the following five (5) courses and distances: 1) South 79(degree)45'00" East
74.47 feet, 2) South 71(degree)39'00" East 50.00 feet, 3) South 56(degree)11'00"
East 50.00 feet, 4) South 36(degree)23'00" East 58.22 feet, and 5) South
27(degree)48'00" East 304.97 feet to the Point of Beginning.
PARCEL 6 - SUMTER BUILDING
Lot 4 of KOGER EXECUTIVE CENTER as recorded in Plat Book 5D, Page 75, in the
R.M.C. Office for Greenville County, South Carolina.
PARCEL 7 - DARLINGTON BUILDING
ALL that certain piece, parcel or lot of land with improvements thereon or to be
constructed thereon, situate, lying and being in the State of South Carolina,
County of Greenville, being a portion of Lot No. 7 of "Koger Executive Center"
according to the plat thereof recorded in the R.M.C. Office for Greenville
County in Plat Book 5D, page 75 and being more particularly described as
follows:
BEGINNING at a point on the northwesterly right-of-way line of Executive Center
Drive, said point being the most southwesterly corner of said Lot No. 7 and the
northeast corner of Lot No. 6, all as shown on the plat, thence along the
southerly, westerly, and northerly boundary of said Lot No. 7 the following four
(4) courses and distances: (1) North 36(degree)18'52" West 107.63 feet, (2)
North 66(degree)18'52" West 204.00 feet, (3) North 23(degree)41'08" East 454.76
feet and (4) North 62(degree)09'00" East 149.51 feet to a point, thence South
28(degree)04'00" East 467.48 feet to a point, thence South 15(degree)00'50" West
197.45 feet to a point on the northwesterly right-of-way line of Executive
Center Drive, thence along said right-of-way line the following six courses and
distances: (1) North 79(degree)45'00" West 38.00 feet, (2) North
86(degree)04'00" West 50.00 feet, (3) South 80(degree)59'00" West 50.00 feet,
(4) South 68(degree)36'00" West 50.00 feet, (5) South 55(degree)46'00" West
50.00 feet and (6) South 47(degree)54'00" West 11.55 feet to the Point of
Beginning.
This being a portion of the property conveyed to Koger Properties, Inc. by deed
of Executive Park Associates recorded May 18, 1973 in the R.M.C. Office for
Greenville County, South Carolina in Deed Book 974 at Page 900.
40
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EXHIBIT "A-8" continued
PARCEL 8 - DORCHESTER BUILDING
Being a portion of Lot No. 7 of KOGER EXECUTIVE CENTER as recorded in Plat Book
5D, page 75 in the R.M.C. Office for Greenville County, South Carolina, and
being more particularly described as follows:
Commence at a southwest corner of Lot No. 7, said point also being the northeast
corner of Lot No. 6 and being on the northerly right-of-way line of Executive
Center Drive (50' R/W), all as shown on said plat; thence along the northerly
right-of-way line of Executive Center Drive the following six (6) courses and
distances: (1) North 47(degree)54'00" East 11.55 feet, (2) North
55(degree)46'00" East 50.00 feet, (3) North 68(degree)36'00" East 50.00 feet,
(4) North 80(degree)59'00" East 50.00 feet, (5) South 86(degree)04'00" East
50.00 feet, and (6) South 79(degree)45'00" East 38.00 feet to the POINT OF
BEGINNING; thence North 15(degree)00'50" East 197.45 feet to a corner of Lot No.
7; thence along the northerly and easterly boundary of Lot No. 7 the following
three (3) courses and distances: (1) North 61(degree)58'02" East 459.10 feet,
(2) South 27(degree)17'10" East 331.84 feet, and (3) South 27(degree)16'38" East
66.99 feet to a point; thence South 62(degree)48'48" West 181.01 feet to a
point; thence South 27(degree)48'24" East 85.53 feet to a point; thence South
62(degree)11'36" West 74.00 feet to a point; thence North 27(degree)48'24" West
79.05 feet to a point; thence South 27(degree)03'23" West 172.13 feet to a point
on the northeasterly right-of-way line of Executive Center Drive; thence along
the northeasterly and northerly right-of-way line of Executive Center Drive the
following eight (8) courses and distances: (1) North 27(degree)48'00" West 94.66
feet, (2) North 34(degree)35'00" West 53.23 feet, (3) North 38(degree)14'00"
West 16.49 feet, (4) North 48(degree)31'00" West 16.70 feet, (5) North
56(degree)24'00" West 17.28 feet, (6) North 60(degree)40'00" West 50.00 feet,
(7) North 73(degree)14'00" West 50.10 feet, and (8) North 79(degree)45'00" West
136.90 feet to the Point of Beginning.
41
<PAGE>
EXHIBIT "A-9"
Description of Property located in the
County of Duval, State of Florida
PARCEL A: (OSBORN BUILDING SITE)
All that certain piece, parcel or tract of land situate, lying, and being a
portion of the J. Summeral Grant, Section 57, and the E. Hudnal Grant, Section
59, Township 3 South, Range 27 East, City of Jacksonville, Duval County,
Florida, and being more particularly described as follows:
Commence at the centerline intersection of Baymeadows Road, (formerly San Clerc
Road) (variable R/W), and Interstate 95 (variable R/W); thence along the
centerline of Baymeadows Road South 89(degree)44'01" West 717.54 feet to a
point; thence South 00(degree)15'59" East 90.00 feet to a point on the southerly
right-of-way line of Baymeadows Road, said point being the end of the limited
access right-of-way of Interstate 95; thence along the southerly right-of-way
line of Baymeadows Road South 89(degree)44'01" West 386.96 feet to the
intersection with the westerly right-of-way line of Freedom Commerce Parkway
(variable R/W) as recorded in Official Records Volume 6569, pages 1273 to 1285
of the current public records of Duval County, Florida; thence along the
westerly right-of-way line of Freedom Commerce Parkway the following eight (8)
courses and distances: (1) with a curve to the right having a radius of 25.00
feet, a central angle of 90(degree)00'00" and a chord which bears South
45(degree)15'59" East 35.36 feet, an arc distance of 39.27 feet; 2) South
00(degree)15'59" East 225.00 feet; 3) South 01(degree)56'50" East 701.45 feet;
4) North 68(degree)53'28" East 23.22 feet; 5) with a curve to the left having a
radius of 542.00 feet, a central angle of 28(degree)54'41" and a chord which
bears South 33(degree)19'30" East 270.60 feet, an arc distance of 273.49 feet;
6) South 47(degree)46'50" East 28.18 feet; 7) with a curve to the right having a
radius of 916.00 feet, a central angle of 34(degree)46'06" and a chord which
bears South 30(degree)23'47" East 547.36 feet, an arc distance of 555.85 feet;
and 8) with a curve to the left having a radius of 1,000.00 feet, a central
angle of 26(degree)36'15" and a chord which bears South 26(degree)18'51" East
460.17 feet, an arc distance of 464.33 feet to the POINT OF BEGINNING; thence
continue along the westerly right-of-way line of Freedom Commerce Parkway the
following three (3) courses and distances: 1) with a curve to the left having a
radius of 1,000.00 feet, a central angle of 14(degree)41'25" and a chord which
bears South 46(degree)57'42" East 255.69 feet, an arc distance of 256.39 feet;
2) with a curve to the right having a radius of 866.14 feet, a central angle of
34(degree)22'49" and a chord which bears South 37(degree)06'59" East 511.96
feet, an arc distance of 519.73 feet, and 3) with a curve to the right having a
radius of 25.00 feet, a central angle of 91(degree)01'28" and a chord which
bears South 25(degree)14'41" West 35.67 feet, an arc distance of 39.71 feet to
the intersection with the northerly right-of-way line of Freedom Crossing Trail
(125' R/W) as recorded in Official Records Volume 6569, pages 1286 to 1288, of
said public records; thence along the northerly right-of-way line of Freedom
Crossing Trail South 70(degree)45'00" West 810.17
42
<PAGE>
EXHIBIT "A-9" continued
feet to a point; thence North 20(degree)18'02" West 137.14 feet to a point;
thence North 17(degree)29'38" East 46.31 feet to a point; thence North
18(degree)17'54" West 70.86 feet to a point; thence North 07(degree)12'17" East
164.32 feet to a point; thence North 45(degree)46'51" East 16.05 feet to a
point; thence South 83(degree)55'02" East 15.98 feet to a point; thence North
48(degree)30'48" East 84.61 feet to a point; thence North 42(degree)16'54" West
2.71 feet to a point; thence North 47(degree)43'06" East 43.55 feet to a point;
thence North 42(degree)16'54" West 111.51 feet to a point; thence North
10(degree)38'11" East 82.77 feet to a point; thence North 49(degree)46'35" East
338.08 feet to the POINT OF BEGINNING.
PARCEL B: (GUNTI BUILDING SITE)
All that certain piece, parcel or tract of land situate, lying, and being a
portion of the J. Summeral Grant, Section 57, and the E. Hudnal Grant, Section
59, Township 3 South, Range 27 East, City of Jacksonville, Duval County,
Florida, and being more particularly described as follows:
Commence at the centerline intersection of Baymeadows Road, (formerly San Clerc
Road) (variable R/W), and Interstate 95 (variable R/W); thence along the
centerline of Baymeadows Road South 89(degree)44'01" West 717.54 feet to a
point; thence South 00(degree)15'59" East 90.00 feet to a point on the Southerly
right-of-way line of Baymeadows Road, said point being the end of the limited
access right-of-way of Interstate 95; thence along the Southerly right-of-way
line of Baymeadows Road, South 89(degree)44'01" West 386.96 feet to the
Intersection with the Westerly right-of-way line of Freedom Commerce Parkway
(variable R/W) as recorded in Official Records Volume 6569, Pages 1273 to 1285
of the Current Public Records of Duval County, Florida, thence along the
Westerly right-of-way line of Freedom Commerce Parkway the following seven (7)
courses and distances: 1) with a curve to the right, having a radius of 25.00
feet, a central angle of 90(degree)00'00" and a chord which bears South
45(degree)15'59" East, 35.36 feet, an arc distance of 39.27 feet; 2) South
00(degree)15'59" East, 225.00 feet; 3) South 01(degree)56'50" East, 701.45 feet;
4) North 68(degree)53'28" East, 23.22 feet; 5) with a curve to the left having a
radius of 542.00 feet, a central angle of 28(degree)54'41" and a chord which
bears South 33(degree)19'30" East, 270.60 feet, an arc distance of 273.49 feet;
6) South 47(degree)46'50" East, 28.18 feet; and 7) with a curve to the right
having a radius of 916.00 feet, a central angle of 09(degree)28'32" and a chord
which bears South 43(degree)02'34" East 151.32 feet, and arc distance of 151.49
feet to the POINT OF BEGINNING; thence continue along the Westerly right-of-way
line of Freedom Commerce Parkway the following two (2) courses and distances: 1)
with a curve to the right having a radius of 916.00 feet, a central angle of
25(degree)17'34" and a chord which bears South 25(degree)39'31" East 401.08
feet, an arc distance of 404.36 feet, and 2) with a curve to the left having a
radius of 1,000.00 feet, a central angle of 26(degree)36'15" and a chord which
bears South 26(degree)18'51" East 460.17 feet, an arc distance of 464.33 feet to
a point; thence South 49(degree)46'35" West 338.08 feet to a point; thence South
10(degree)38'11" West, 82.77 feet to a point; thence South 42(degree)16'54" East
111.51 feet to a point; thence South 47(degree) 43' 06"
43
<PAGE>
EXHIBIT "A-9" continued
West 43.55 feet to a point; thence South 42(degree)16'54" East 2.71 feet to a
point; thence South 48(degree)30'48" West 84.61 feet to a point; thence North
83(degree)55'02" West 15.98 feet to a point; thence South 45(degree)46'51" West
16.05 feet to a point; thence North 34(degree)18'40" West 63.25 feet to a point;
thence North 46(degree)51'57" West 109.24 feet to a point; thence North
09(degree)27'12" West 51.86 feet to a point; thence North 10(degree)52'20" East
99.52 feet to a point; thence North 65(degree)13'50" West 276.24 feet to a
point; thence North 00(degree)18'53" West 186.21 feet to a point; thence North
76(degree)51'48" East 28.46 feet to a point; thence South 72(degree)15'39" East
127.32 feet to a point; thence North 66(degree)59'24" East 21.49 feet to a
point; thence North 31(degree)11'31" West 137.61 feet to a point; thence South
43(degree)04'58" West 24.10 feet to a point; thence North 84(degree)10'26" West
72.56 feet to a point; thence North 01(degree)20'47" East 92.77 feet to a point;
thence North 34(degree)07'18" East 63.10 feet to a point; thence North
81(degree)22'59" East 102.28 feet to a point; thence North 74(degree)21'08" East
137.49 feet to a point; thence North 41(degree)50'28" East 40.69 feet to a
point; thence North 00(degree)29'23" East 26.23 feet to a point; thence North
54(degree)59'02" West 193.62 feet to a point; thence North 47(degree)46'54" West
83.03 feet to a point; thence North 51(degree)04'37" East 272.01 feet to the
POINT OF BEGINNING.
PARCEL C: (JACKSON BUILDING SITE)
All that certain piece, parcel or tract of land lying, situate and being a
portion of the Francis Richard Grant, Section 56 and a portion of Section 26,
Township 3 South, Range 27 East, Duval County, Florida, and being a part of the
lands described in a deed recorded in Official Records Volume 6384, page 762 in
the current public records of Duval County, Florida, and being more particularly
described as follows:
Commence at the intersection of the centerline of Baymeadows Road (formerly San
Clerc Road) (variable R/W) with the centerline of Interstate 95 (variable R/W)
as said rights-of-way now exist; thence along the centerline of Interstate 95
South 29(degree)17'14" East 1,409.20 feet to a point; thence South
60(degree)42'46" West 168.07 feet to a point, said point being on the westerly
right-of-way line of Interstate 95 and also being the northeasterly corner of
the property described in a deed recorded in Official Records Volume 6749, page
1083 of said public records; thence along the westerly right-of-way line of
Interstate 95 the following two (2) courses and distances: 1) South
31(degree)48'59" East 409.52 feet (REC) South 31(degree)50'02" East 409.77 feet
(ACT), and 2) South 29(degree)17'14" East 399.06 feet (REC) South 29(degree) 20'
14" East 399.24 feet (ACT) to the POINT OF BEGINNING; thence continue along the
westerly right-of-way line of Interstate 95 South 29(degree)17'14" East 803.15
feet (REC) South 29(degree)20'14" East 801.67 feet (ACT) to the southeasterly
corner of the lands described in a deed recorded in Official Records Volume
6384, page 762 of said public records; thence along the southerly boundary of
the lands described in a deed recorded in ORV 6384, page 762 of said public
records, North 88(degree)18'01" West 489.57 feet (REC) North 88(degree)28'30"
West 489.81 feet (ACT) to the southwesterly corner of the lands described in
said deed; thence North 34(degree)30'23" West 222.21 feet to a point, said
44
<PAGE>
EXHIBIT "A-9" continued
point being on the easterly right-of-way line of Dix Ellis Trail (60' R/W);
thence along said easterly right-of-way line of Dix Ellis Trail the following
two (2) courses and distances: 1) with a curve to the left having a radius of
180.00 feet, a central angle of 48(degree)11'23" and a chord which bears North
10(degree)24'42" West 146.97 feet, an arc distance of 151.39 feet to a point,
and 2) North 34(degree)30'23" West 319.13 feet to a point, said point being a
southwesterly corner of property described in a deed recorded in Official
Records Volume 6749, page 1083 of said public records; thence North
55(degree)29'37" East 294.00 feet (REC) North 55(degree)30'44" East 293.98 feet
(ACT) to a point; thence South 45(degree)49'34" East 160.70 feet to a point;
thence North 60(degree)42'46" East 83.00 feet (REC) North 60(degree)42'02" East
83.16 feet (ACT) to the Point of Beginning.
PARCEL D: (HAMILTON BUILDING SITE)
All that certain piece, parcel or tract of land situate, lying and being a
portion of the Francis Richard Grant, Section 56 located in Township 3 South,
Range 27 East, Duval County, Florida, and being a part of the property described
in a deed recorded in Official Records Volume 6384, page 762, in the current
public records of Duval County, Florida, and being more particularly described
as follows:
Commence at the intersection of the centerline of Baymeadows Road (formerly San
Clerc Road) (variable R/W) with the centerline of Interstate 95 (variable R/W)
as said rights-of-way now exist; thence along the centerline of Interstate 95
South 29(degree)17'14" East 1,409.20 feet to a point; thence South
60(degree)42'46" West 168.07 feet to the POINT OF BEGINNING, said point being on
the southwesterly right-of-way line of Interstate 95, said point also being on
the northeasterly corner of the property described in said deed; thence along
the southwesterly right-of-way line of Interstate 95 the following two (2)
courses and distances: 1) South 31(degree)48'59" East 409.52 feet (REC) South
31(degree)50'02" East 409.77 feet (ACT), and 2) South 29(degree)17'14" East
399.06 feet (REC) South 29(degree)20'14" East 399.24 feet (ACT) to a point;
thence South 60(degree)42'46" West 83.00 feet (REC) South 60(degree)42'02" West
83.16 feet (ACT) to a point; thence North 45(degree)49'34" West 160.70 feet to a
point; thence South 55(degree)29'37" West 294.00 feet (REC) 55(degree)30'44"
West 293.98 feet (ACT) to a point on the easterly right-of-way line of Dix Ellis
Trail (60' R/W); thence along the easterly right-of-way line of Dix Ellis Trail
North 34(degree)30'23" West 641.61 feet to the northwesterly corner of the
property described in said deed; thence along the northerly boundary of the
property described in said deed North 55(degree)28'46" East 463.61 feet (REC)
North 55(degree)29'37" East 463.41 feet (ACT) to the Point of Beginning.
45
<PAGE>
EXHIBIT "A-10"
Description of Property located in the
County of Orange, State of Florida
PARCEL 1 (KOGERAMA BUILDING/0301) :
Lot 7 except the Southeasterly 6.00 feet thereof, Block C, Orlando Area
Executive Center, Unit One, according to the Plat thereof, as recorded in Plat
Book 1, Pages 29 and 30, Public Records of Orange County, Florida.
PARCEL 2 (INDEPENDENCE BUILDING/0302) :
Lot 1 and a portion of Lots 2 and 4, Block "B", Orlando Area Executive Center,
Unit One, according to the Plat thereof, as recorded in Plat Book 1, Pages 29
and 30, Public Records of Orange County, Florida, said portions of Lots 2 and 4
being more particularly described as follows:
Commence at the Northeast corner of said Lot 4, for the POINT OF BEGINNING;
thence run South 34(degree) 34' 13" East, along the Westerly right-of-way line
of Executive Center Drive, 25.33 feet to a point lying on the North line of the
property described in that certain mortgage recorded in Official Records Book
4240, Page 4113 of said Public Records; thence run South 75(degree) 33' 15"
West, along said North line of the property described in said mortgage, 414.40
feet to a point lying on the West line of aforesaid Block "B", said point also
lying on the Easterly right-of-way line of Woodcock Road and on a non-tangent
curve concave Westerly; thence run Northwesterly along said Easterly
right-of-way line and said non-tangent curve, having a radius length of 2892.17
feet, a central angle of 04(degree) 19' 21", an arc length of 218.19 feet, a
chord distance of 218.14 feet, and a chord bearing of North 04(degree) 10' 20"
East to the Northwest corner of aforesaid Lot 2; thence run South 89(degree) 01'
27" East, along the North line of said Lot 2, a distance of 322.71 feet to the
Northeast corner of said Lot 2, said corner lying on the aforesaid Westerly
right-of-way line of Executive Center Drive and a non-tangent curve concave
Northeasterly; thence run Southeasterly along said Westerly right-of-way line
and said curve, having a radius length of 433.11 feet, a central angle of
12(degree) 18' 32", an arc length of 93.04 feet, a chord length of 92.87 feet,
and a chord bearing of South 28(degree) 24' 57" East to the point of tangency;
thence run South 34(degree) 34' 13" East, along said Westerly right-of-way line,
6.95 feet to the POINT OF BEGINNING.
PARCEL 3 (CARR BUILDING/0303) :
The Easterly 70.75 feet of Lot 9 and all of Lot 10 of Block A, Orlando Area
Executive Center, Unit One, according to the Plat thereof, as recorded in Plat
Book 1, Pages 29 and 30, in the Public Records of Orange County, Florida.
46
<PAGE>
EXHIBIT "A-10" continued
PARCEL 4 (ROCKBRIDGE BUILDING/0304) :
The North 143.47 feet of Lot 5 and the South 156.53 feet of Lot 6, Block A of
Orlando Area Executive Center, Unit One, according to the Plat thereof, as
recorded in Plat Book 1, Pages 29 and 30, of the Public Records of Orange
County, Florida.
PARCEL 5 (SARATOGA BUILDING/0305) :
Lot 3 and a part of Lots 2 and 4 of Block B, Orlando Area Executive Center, Unit
One, according to the Plat thereof, as recorded in Plat Book 1, Pages 29 and 30
in the Public Records of Orange County, Florida, said part of Lots 2 and 4 being
more particularly described as follows:
Commence at the most Easterly corner of Lot 2, said point also being the
Northeast corner of Lot 4 and being on the Southwesterly right-of-way line of
Executive Center Drive (80' R/W), all as shown on said plat; thence along the
Southwesterly right-of-way line of Executive Center Drive South 34(degree) 34'
13" East 25.33 feet to the POINT OF BEGINNING; thence continue along the
Southwesterly right-of-way line of Executive Center Drive the following two (2)
courses and distances: 1) South 34(degree) 34' 13" East 134.67 feet, and 2) with
a curve to the right having a radius of 30.00 feet, a central angle of
90(degree) 00' 00" and a chord which bears South 10(degree) 25' 47" West 42.43
feet, an arc distance of 47.12 feet to a point on the Northwesterly right-of-way
line of McCrory Place (60' R/W); thence along the Northwesterly right-of-way
line of McCrory Place South 55(degree) 25' 47" West 220.00 feet to the Southwest
corner of Lot 4; thence along the common line of Lots 3 and 4 North 34(degree)
34' 13" West 190.00 feet to a point on the Southeasterly line of Lot 2; said
point also being the Northwest corner of Lot 4 and the Northeast corner of Lot
3; thence along the common line of Lots 2 and 3 South 55(degree) 25' 47" East
232.10 feet to a point on the Southeasterly right-of-way line of Woodcock Road
(60' R/W); thence along the Southeasterly right-of-way line of Woodcock Road the
following two (2) courses and distances: 1) with a curve to the right having a
radius of 1,891.73 feet, a central angle of 04(degree) 30' 42" and a chord which
bears North 04(degree) 05' 04" East 148.92 feet, an arc distance of 148.96 feet,
and 2) with a curve to the left having a radius of 2,892.17 feet, a central
angle of 00(degree) 00' 25" and a chord which bears North 06(degree) 20' 13"
East .35 feet, an arc distance of .35 feet to a point; thence North 75(degree)
33' 15" East 414.40 feet to the POINT OF BEGINNING.
PARCEL 6 (ST. PAUL BUILDING/0306) :
The North 20.00 feet of Lot 8, and all of Lot 9, except the Easterly 70.75 feet
thereof, Block A, Orlando Area Executive Center, Unit One, according to the Plat
thereof, as recorded in Plat Book 1, Pages 29 and 30, Public Records of Orange
County, Florida.
47
<PAGE>
EXHIBIT "A-10" continued
PARCEL 7 (TEDDER BUILDING/0307) :
The North 20.00 feet of Lot 3, all of Lot 4, and all of Lot 5 except the North
143.47 feet, Block A, Orlando Area Executive Center, Unit One, according to the
Plat thereof, as recorded in Plat Book 1, Pages 29 and 30, in the Public Records
of Orange County, Florida.
PARCEL 8 (ESSEX BUILDING/0308) :
Lots 1 and 2 and the Southeasterly 6.0 feet of Lot 7, Block C, Orlando Area
Executive Center, Unit One, according to the Plat thereof, recorded in Plat Book
1, Pages 29 and 30, of the Public Records of Orange County, Florida, excepting
therefrom the Easterly 20.0 feet of Lots 2 and 7.
PARCEL 9 (PALMETTO BUILDING/0309) :
Lot 8 (LESS the North 161.0 feet), all of Lot 7, and Lot 6 (LESS the South
156.53 feet) Block A, Orlando Area Executive Center, Unit One, as recorded in
Plat Book 1, Pages 29 and 30, Public Records of Orange County, Florida.
PARCEL 10 (ENTERPRISE BUILDING/0310) :
Lots 1 and 2, Block E, Orlando Area Executive Center, Unit One, according to the
Plat thereof recorded in Plat Book 1, Pages 29 and 30, of the Public Records of
Orange County, Florida.
PARCEL 11 (PRINCETON BUILDING/0311) :
The Southerly 141.00 feet of the Northerly 161.00 feet of Lot 8, Block A,
Orlando Area Executive Center, Unit One, according to the Plat thereof, as
recorded in Plat Book 1, Pages 29 and 30, in the Public Records of Orange
County, Florida.
PARCEL 12 (AMHERST BUILDING/0312) :
Lot 1, Block F, Orlando Area Executive Center, Unit One, according to the Plat
thereof, as recorded in Plat Book 1, Pages 29 and 30, Public Records of Orange
County, Florida, and the Westerly 73.00 feet of Lot 2, Block F, Orlando Area
Executive Center, Unit Two, according to the Plat thereof, as recorded in Plat
Book 3, Pages 41 and 42, Public Records of Orange County, Florida.
48
<PAGE>
EXHIBIT "A-10" continued
PARCEL 13 (BENNINGTON BUILDING/0313) :
Lot 4, LESS the Westerly 200.00 feet thereof and all of Lot 5 of Block D,
Orlando Area Executive Center, Unit Two, according to the Plat thereof, as
recorded in Plat Book 3, Pages 41 and 42, in the Public Records of Orange
County, Florida.
PARCEL 14 (PORTERFIELD BUILDING/0314) :
The Easterly 20.00 feet of Lot 2, all of Lots 3, 4, 5 and 6, and the
Southeasterly 6.00 feet of the Easterly 20.00 feet of Lot 7, of Block C, Orlando
Area Executive Center, Unit One, according to the Plat thereof, as recorded in
Plat Book 1, Pages 29 and 30, of the Public Records of Orange County, Florida.
PARCEL 15 (BAINBRIDGE BUILDING/0315) :
The East 215.0 feet of the West 288.0 feet of Lot 2, Block F, Orlando Area
Executive Center, Unit Two, according to the Plat thereof, as recorded in Plat
Book 3, Pages 41 and 42, Public Records of Orange County, Florida.
PARCEL 16 (LEXINGTON BUILDING/0316) :
Lots 1 and 2, Block D of Orlando Area Executive Center, Unit One, according to
the Plat thereof, as recorded in Plat Book 1, Pages 29 and 30, of the Public
Records of Orange County, Florida; and the Westerly 200 feet of Lots 3 and 4,
Block D of Orlando Area Executive Center, Unit Two, according to the Plat
thereof, as recorded in Plat Book 3, Pages 41 and 42, of the Public Records of
Orange County, Florida.
PARCEL 17 (COMMODORE BUILDING/0317) :
The East 100 feet of Lot 3 and all of Lot 6, Block D, Orlando Area Executive
Center, Unit Two, as recorded in Plat Book 3, Pages 41 and 42, of the Public
Records of Orange County, Florida; also being described as follows:
Commence at the Southwest corner of Section 20, Township 22 South, Range 30
East; thence North 00(degree) 20' 58" East along the West line of said Section
20, a distance of 1084.45 feet to a point on the Northerly right-of-way line for
Maguire Boulevard; thence from a tangent bearing of North 37(degree) 13' 46"
East run Northeasterly along the arc of a curve concave Southeasterly having a
radius of 1790.0 feet and a central angle of 18(degree) 12' 01" a distance of
568.60 feet to the point of tangency of said curve; thence North 55(degree) 25'
47" East along said Northerly right-of-way line 1276.74 feet to the Westerly
right-of-way line for Lawton Road; thence North 34(degree) 34' 13" West along
said Westerly right-of-way line 200.0 feet for a POINT OF BEGINNING; thence
South 55(degree) 25' 47" West 400.00 feet; thence North 34(degree) 34' 13" West
200.00 feet to the Southerly right-of-way line for
49
<PAGE>
EXHIBIT "A-10" continued
McCrory Place, thence North 55(degree) 25' 47" East along said Southerly
right-of-way line 44.33 feet to the point of curvature of a curve concave
Northwesterly having a radius of 191.78 feet; thence Northeasterly along the arc
of said curve through a central angle of 54(degree) 27' 14" a distance of 182.27
feet to the point of reverse curvature of a curve concave Southeasterly having a
radius of 30.0 feet; thence Northeasterly along the arc of said curve through a
central angle of 90(degree) 00' 00" a distance of 47.12 feet to the point of
tangency of said curve; thence South 89(degree) 01' 27" East along the Southerly
right-of-way line for Lawton Road 103.0 feet to the point of curvature of a
curve concave Southwesterly having a radius of 176.71 feet; thence Southeasterly
along the arc of said curve through a central angle of 54(degree) 27' 14" a
distance of 167.95 feet to the point of tangency of said curve; thence South
34(degree) 34' 13" East 83.59 feet to the POINT OF BEGINNING.
PARCEL 18 (HOLLISTER BUILDING/0318) :
Being the East 12.0 feet of Lot 2 and all of Lot 3, Block "F", of Orlando Area
Executive Center, Unit Two as recorded in Plat Book 3, Pages 41 and 42, and a
portion of Lot 4, Block "F" of Orlando Area Executive Center, Unit Three, as
recorded in Plat Book 5, Page 121, all of the Public Records of Orange County,
Florida, being more particularly described as:
Commence at the Southwest corner of Section 20, Township 22 South, Range 30
East; thence North 00(degree) 20' 58" East along the West line of said Section,
a distance of 1084.45 feet to a point on the Northerly right-of-way line for
Maguire Boulevard; thence from a tangent bearing of North 37(degree) 13' 46"
East run Northeasterly along the arc of a curve concave Southeasterly having a
radius of 1790.0 feet and a central angle of 18(degree) 12' 01" a distance of
568.60 feet to the point of tangency of said curve; thence North 55(degree) 25'
47" East along said Northerly right-of-way line 1336.74 feet to the
Northeasterly right-of-way line for Lawton Road; thence North 34(degree) 34' 13"
West along said Northeasterly right-of-way line 283.59 feet to the point of
curvature of a curve concave Southwesterly having a radius of 236.71 feet;
thence Northwesterly along the arc of said curve through a central angle of
24(degree) 16' 24" a distance of 100.28 feet for a POINT OF BEGINNING; thence
continue Northwesterly along the arc of said curve and the Northerly
right-of-way line for Lawton Road, through a central angle of 30(degree) 10' 50"
a distance of 124.69 feet to the point of tangency of said curve; thence North
89(degree) 01' 27" West along said right-of-way line for Lawton Road a distance
of 312.0 feet; thence North 00(degree) 58' 33" East, 200.00 feet; thence South
89(degree) 01' 27" East, 431.0 feet; thence South 00(degree) 58' 33" West,
232.09 feet to the POINT OF BEGINNING.
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EXHIBIT "A-10" continued
PARCEL 19 (YORKTOWN BUILDING/0319) :
Part of Lots 4 and 6 and all of Lot 5, Block F, of Orlando Area Executive
Center, Unit Three, according to the Plat thereof, as recorded in Plat Book 5,
Page 121, of the Public Records of Orange County, Florida, being more
particularly described as follows:
BEGINNING at the intersection of the Northwesterly right-of-way line of Maguire
Boulevard (100' R/W) with the Northeasterly right-of-way line of Lawton Road
(60' R/W), all as shown on said Plat; thence along the Northeasterly
right-of-way line of Lawton Road the following two (2) courses and distances: 1)
North 34(degree) 34' 13" West 283.59 feet, and 2) with a curve to the left,
having a radius of 236.71 feet and a central angle of 24(degree) 16' 24", an arc
distance of 100.28 feet to a point; thence North 00(degree) 58' 33" East 232.09
feet to a point on the Northerly boundary of said Block F; thence along the
Northerly boundary of said Block F South 89(degree) 01' 27" East 414.40 feet to
a point; thence South 00(degree) 58' 33" West 75.00 feet to a point; thence
South 34(degree) 34' 13" East 276.56 feet to a point on the Northwesterly
right-of-way line of Maguire Boulevard; thence along the Northwesterly
right-of-way line of Maguire Boulevard the following two (2) courses and
distances: 1) with a curve to the left, having a radius of 2,000.00 feet and a
central angle of 05(degree) 21' 58", an arc distance of 187.31 feet, and 2)
South 55(degree) 25' 47" West 220.52 feet to the POINT OF BEGINNING.
PARCEL 20 (FORRESTAL BUILDING/0320) :
Lot 2 and part of Lots 1 and 3, Block A, Orlando Area Executive Center, Unit
One, according to the Plat thereof, as recorded in Plat Book 1, Pages 29 and 30,
of the Public Records of Orange County, Florida, being more particularly
described as follows:
Beginning at the intersection of the Northwesterly right-of-way line of Maguire
Boulevard (100' R/W) with the Westerly right-of-way line of Woodcock Road (60'
R/W), all as shown on said plat; thence along the Northwesterly right-of-way
line of Maguire Boulevard with a curve to the left, having a radius of 1,790.00
feet and a central angle of 05(degree) 23' 04", an arc distance of 168.72 feet
to the most Easterly corner of that certain property described in a deed
recorded in Official Records Book 2302, Page 482, in said Public Records; thence
along the boundary of the property described in said deed the following two (2)
courses and distances: 1) North 58(degree) 48' 42" West 202.79 feet, and 2)
North 89(degree) 39' 35" West 112.65 feet; to a point on the Westerly boundary
of said Block A; thence along the Westerly boundary of said Block A North
00(degree) 20' 25" East 205.80 feet to a point; thence South 89(degree) 39' 35"
East 246.69 feet to a point on the Westerly right-of-way line of Woodcock Road;
thence along the Westerly right-of-way line of Woodcock Road the following two
(2) courses and distances: 1) with a curve to the left, having a radius of
282.81 feet and a central angle of 27(degree) 18' 42", an arc distance of 134.81
feet, and 2) South 46(degree) 41' 20" East 100.00 feet to the POINT OF
BEGINNING.
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EXHIBIT "A-10" continued
PARCEL 21 (CHANDLER BUILDING/0321) :
Lot 3, Block E, Orlando Area Executive Center, Unit Two, according to the Plat
thereof, as recorded in Plat Book 3, Pages 41 and 42, Public Records of Orange
County, Florida.
PARCEL 22 (LANGLEY BUILDING/0322) :
A part of Lot 6 and all of Lot 7 of Block F, Orlando Area Executive Center, Unit
Three, according to the Plat thereof, as recorded in Plat Book 5, Pages 121 and
122, in the Public Records of Orange County, Florida, being more particularly
described as follows:
Commence at the intersection of the Northwesterly right-of-way line of Maguire
Boulevard (100' R/W) with the Northeasterly right-of-way line of Lawton Road
(60' R/W), all as shown on said Plat; thence along the Northwesterly
right-of-way line of Maguire Boulevard the following two (2) courses and
distances: 1) North 55(degree) 25' 47" East 220.52 feet, and 2) with a curve to
the right having a radius of 2,000.00 feet, a central angle of 05(degree) 21'
58" and a chord which bears North 58(degree) 06' 46" East 187.24 feet, an arc
distance of 187.31 feet to the POINT OF BEGINNING, said point being the
Southwesterly corner of Lot 6; thence along the Southwesterly line of Lot 6
North 34(degree) 34' 13" West 276.56 feet to a point; thence North 00(degree)
58' 33" East 75.00 feet to a point on the Northerly boundary of said Plat;
thence along the Northerly boundary of said Plat South 89(degree) 01' 27" East
1,324.29 feet to the most Easterly corner of Lot 7, said point being on the
Northerly right-of-way line of Maguire Boulevard; thence along the Northerly and
Northwesterly right-of-way line of Maguire Boulevard the following two (2)
courses and distances: 1) South 84(degree) 46' 43" West 376.18 feet, and 2) with
a curve to the left having a radius of 2,000.00 feet, a central angle of
23(degree) 58' 58" and a chord which bears South 72(degree) 47' 14" West 831.06
feet, an arc distance of 837.16 feet to the POINT OF BEGINNING.
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Exhibit (J) (4)
Loan No. C-331971
ENVIRONMENTAL INDEMNITY AGREEMENT
THIS ENVIRONMENTAL INDEMNITY AGREEMENT is entered into as of December
16, 1996 by the undersigned ("Indemnitors") in favor of The Northwestern Mutual
Life Insurance Company ("Northwestern") and the other Indemnified Parties
referred to herein.
RECITALS
A. Northwestern is contemporaneously herewith making a loan (the
"Loan") to Koger Equity, Inc., a Florida corporation, (the "Borrower") secured
or to be secured by a Mortgage or Deed of Trust and Security Agreement from
Borrower to Northwestern (the "Lien Instrument") on the fee title and/or
leasehold interest in the property described in Exhibits "A-1" through "A- 10"
attached hereto.
B. In order to induce Northwestern to make the Loan, Indemnitors have
agreed to execute and deliver this Environmental Indemnity Agreement.
C. Each of the Indemnitors has a substantial direct or indirect
interest in the Property, financial or otherwise.
AGREEMENT
NOW, THEREFORE, in consideration of the recitals and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Indemnitors hereby agree and covenant for the benefit of
Northwestern and the other Indemnified Parties as follows:
1. The following definitions shall apply to this Environmental
Indemnity Agreement:
(a) "Environmental Activity or Condition" means the presence, use,
generation, manufacture, production, storage, release, threatened release,
discharge, disposal or transportation of any Hazardous Substance on, onto, in,
under, over or from the Property or the violation of any Environmental Law
because of the condition of, or activity on, the Property.
(b) "Environmental Law" means all law relating to hazardous waste,
chemical substances or mixtures or hazardous, toxic, dangerous or unhealthy
substances or conditions or relating to the interaction of the use or ownership
of property and the environment, whether such law is: (i) criminal or civil,
(ii) federal, state or local, (iii) statutory, common law or administrative
regulation, (iv) currently in effect or enacted in the future.
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(c) "Hazardous Substance" means any substance which (i) is designated
as hazardous, toxic or dangerous or similarly designated under any Environmental
Law, (ii) is regulated under any Environmental Law or by any governmental or
quasi-governmental agency, or (iii) could be a hazard to health, safety or
property values. Without limiting the foregoing, Hazardous Substances shall
include underground storage tanks, asbestos, urea formaldehyde insulation,
polychlorinated biphenyls, dioxins and petroleum products.
(d) "Property" means the property described in Exhibits "A-1" through
"A-10" attached hereto, including the soil, surface water, ground water, air and
improvements on, beneath or above such property.
2. Indemnitors hereby agree to indemnify, defend and hold Northwestern
and its trustees, officers, policyholders, employees and agents (collectively,
the "Indemnified Parties") harmless from and against any and all damages,
liabilities, losses, costs and expenses, including reasonable attorneys' fees,
(collectively, "Damages") suffered or incurred by any of the Indemnified Parties
as a result of any Environmental Activity or Condition which would not have been
suffered or incurred if Northwestern had not made the Loan; provided, however,
the Indemnitors shall not be liable to the Indemnified Parties for any Damages
to the extent such Damage arise as a result of any gross negligence or willful
misconduct of the Indemnified Parties. The liability of Indemnitors as set forth
in the preceding sentence includes, without limitation, the following:
(a) Any costs of, or liability for, investigation, cleanup or
remediation of environmental damage;
(b) Any damages resulting from the diminution in value or
unmarketability of the Property or any other property;
(c) Any consequential or punitive damages suffered or incurred by any
of the Indemnified Parties;
(d) Any fines, penalties, assessments, judgments or other liabilities
resulting from any claim, judgment or finding concerning the violation
of any Environmental Law;
(e) Any amounts expended by any of the Indemnified Parties in good
faith to settle or compromise any claim or allegation of liability
covered by this Agreement.
The liability of Indemnitors hereunder shall continue, without reduction or
change, for a period of two years subsequent to either (i) the Loan being repaid
in full (other than by foreclosure or deed-in-lieu of foreclosure) or (ii)
Northwestern becoming owner of the Property through foreclosure, deed-in-lieu of
foreclosure or otherwise, excepting only Damages resulting from actions taken
either by Northwestern, by successive owners of the Property or by those
contracting with Northwestern or any successive owner subsequent to Northwestern
2
<PAGE>
becoming owner of the Property; provided, however, that Indemnitors shall
nonetheless be responsible for the actions of any party investigating or
cleaning up Hazardous Substances, whether or not contracted for by Northwestern,
if Indemnitors are otherwise liable hereunder or otherwise for such
investigation or clean up. The liability of Indemnitors hereunder shall not be
reduced or otherwise affected by any Environmental Activity or Condition
occurring or existing prior to Northwestern becoming owner of the Property even
if caused in whole or part by a predecessor in title, tenant, trespasser or
other third person, whether on or off of the Property. As between Indemnitors
and the Indemnified Parties, the agreements by Indemnitors hereunder shall
override and be in lieu of any statutory, regulatory or common law prescriptions
for liability, contribution or cost sharing.
3. The liability of Indemnitors under this Environmental Indemnity
Agreement (i) shall not be subject to any limitations on liability set forth in
any of the documents evidencing the Loan and (ii) shall be an unsecured
obligation of Indemnitors to each of the Indemnified Parties, notwithstanding
the terms of the Lien Instrument or any other agreement.
4. Without limitation except as provided below following clause (e) of
this section 4, the obligations and liability of any Indemnitor under this
Environmental Indemnity Agreement shall in no way be waived, released,
discharged, reduced, mitigated or otherwise affected by:
(a) The repayment of the Loan and/or the satisfaction or release of the
Lien Instrument; or
(b) Any neglect, delay or forbearance of Northwestern in demanding,
requiring or enforcing payment of the indemnity due hereunder; or
(c) The receivership, bankruptcy, insolvency or dissolution of any
Indemnitor or any affiliate thereof; or
(d) Any sale or refinancing of, or other transactions related to, the
Property by Borrower or Northwestern; or
(e) Any of the Indemnitors transferring or divesting any or all of his,
her or its estate, right, title or interest in or to the Property or
any interest in any entity.
Notwithstanding anything in this Indemnity Agreement to the contrary,
this Indemnity Agreement shall terminate and be of no force and effect (except
as to claims for Damages asserted prior to such date) on the earlier of (i) the
date two years after the earlier of (1) Northwestern having received repayment
in full of the Loan other than through acquisition of the Property by
Northwestern, and (2) a person or entity other than Northwestern or one of its
affiliates having become owner of the Property, and (ii) the date when any right
to bring a claim for Damages expires under applicable law.
5. Without limiting the other provisions hereof, in the event any claim
(whether or not a judicial or administrative action is involved) is asserted
3
<PAGE>
against any of the Indemnified Parties with respect to any Environmental
Activity or Condition, Northwestern shall have the right to select the
engineers, other consultants and attorneys for the defense of the Indemnified
Parties but not for the Indemnitors, to determine the appropriate legal strategy
for such defense and to compromise or settle such claim solely as to the
Indemnified Parties and not with respect to any claim as it relates to the
Indemnitors, all in Northwestern's discretion, and Indemnitors shall be liable
to Northwestern in accordance with the terms hereof for all Damages suffered or
incurred by Northwestern in this regard.
6. Without limiting the other provisions hereof, if Northwestern
acquires legal possession and/or title to the Property and Northwestern becomes
aware of any Environmental Activity or Condition for which Indemnitors may have
liability in accordance with the other provisions of this Environmental
Indemnity Agreement, whether or not a claim is asserted against Northwestern or
any of the other Indemnified Parties, Northwestern shall have the right to take
such action as Northwestern shall deem reasonably necessary, in Northwestern's
discretion, to protect health, safety and property values and to minimize the
probability or extent of liability to Northwestern and the other Indemnified
Parties, including, without limitation, investigation and/or cleanup, and
Indemnitors shall be liable to Northwestern in accordance with the terms hereof
for all Damages suffered or incurred by Northwestern in this regard.
7. The liability of Indemnitors shall be joint and several.
8. No action or proceeding brought or instituted under this
Environmental Indemnity Agreement and no recovery made as a result thereon shall
be a bar or defense to any further action or proceeding under this Environmental
Indemnity Agreement.
9. Subject to the termination of this Indemnity Agreement in accordance
with section 4 hereof, the covenants, agreements, indemnities, terms and
conditions contained in this Environmental Indemnity Agreement shall, extend to,
and be binding upon, Indemnitors and its successors and assigns, and shall inure
to the benefit of, and may be enforced by, Northwestern or any of the other
Indemnified Parties and its and their successors and assigns.
10. Each provision of this Environmental Indemnity Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Environmental Indemnity Agreement shall be
prohibited, invalid or ineffective under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity without
invalidating the remainder of such provision or the remaining provisions of this
Environmental Indemnity Agreement.
11. Indemnitors shall reimburse Northwestern and the other Indemnified
Parties for all reasonable attorneys' fees and expenses incurred in connection
with the enforcement of the Indemnified Parties' rights under this Environmental
Indemnity Agreement, including those incurred in any case, action, proceeding,
claim under the Federal Bankruptcy Code or any successor statute.
4
<PAGE>
12. As additional assurance for the timely performance of the
obligations of Indemnitors hereunder, each Indemnitor hereby assigns to
Northwestern any rights such Indemnitor may have against any other person or
entity (including, without limitation, any present, future or former owners,
tenants or other occupants or users of the Property or any portion thereof)
relating to the matters covered by this Environmental Indemnity Agreement.
13. Each Indemnitor agrees that it shall have no right of contribution
or subrogation against any other Indemnitor hereunder unless and until all
obligations of Indemnitors hereunder have been satisfied. Each Indemnitor
further agrees that, to the extent that the waiver of its rights of subrogation
and contribution as set forth herein is found by a court of competent
jurisdiction to be void or voidable for any reason, any rights of subrogation or
contribution such Indemnitor may have shall be junior and subordinate to the
rights of Northwestern against any Indemnitor hereunder.
14. No consent by any Indemnitor shall be required for any assignment
or reassignment of the rights of Northwestern hereunder to one or more
purchasers of the Loan or the Property or any portion of either.
IN WITNESS WHEREOF, the undersigned Indemnitors have executed this
Environmental Indemnity Agreement as of the day and year first above written.
Indemnitors
KOGER EQUITY, INC., a Florida
corporation
By: /s/ J. C. Teagle
Attest: /s/ Mary H. McNeal
(corporate seal)
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EXHIBIT "A-1"
Description of Property located in the
County of Shelby, State of Tennessee
PARCEL I: (PARKWAY BLDG) 8001 Centerview Parkway, Memphis, TN 38018
Tax Parcel No. 091-114-001
All that certain tract or parcel located, situated, and being in the Second
Civil District of Shelby County, Tennessee, and being PHASE 1, THE KOGER CENTER
according to the plat thereof as recorded in Plat Book 125, Page 1 in the
Register's Office of Shelby County, Tennessee, being more particularly described
as follows:
Beginning at the intersection of the easterly right-of-way line of Germantown
Parkway (160' R/W) with the northerly right-of-way line of Timber Creek Drive
(86' R/W), all as shown on said plat; thence along the easterly right-of-way
line of Germantown Parkway North 11(degree) 28' 04" East 486.01 feet to a point;
thence with a curve to the right, having a radius of 40.00 feet, a central angle
of 46(degree) 28' 08" and a chord which bears North 78(degree) 14' 00" East
31.56 feet, an arc distance of 32.44 feet to a point; thence South 78(degree)
31' 56" East 123.38 feet to a point; thence South 82(degree) 17' 39" East 121.93
feet to a point; thence with a curve to the right, having a radius of 211.50
feet, a central angle of 32(degree) 36' 33" and a chord which bears South
62(degree) 13' 40" East 118.75 feet, an arc distance of 120.37 feet to a point;
thence South 45(degree) 55' 23" East 123.87 feet to a point; thence South
43(degree) 45' 25" East 211.65 feet to a point; thence with a curve to the
right, having a radius of 40.00 feet, a central angle of 90(degree) 00' 00" and
a chord which bears South 00(degree) 55' 23" East 56.57 feet, an arc distance of
62.83 feet to a point on the northwesterly right-of-way line of Timber Creek
Drive; thence along the northwesterly right-of-way line of Timber Creek Drive
the following four (4) courses and distances: 1) South 44(degree) 04' 37" West
16.86 feet, 2) with a curve to the right, having a radius of 556.28 feet, a
central angle of 57(degree) 29' 58" and a chord which bears South 72(degree) 49'
36" West 535.12 feet, an arc distance of 558.26 feet, 3) North 78(degree) 25'
25" West 159.70 feet, and 4) with a curve to the right, having a radius of 40.00
feet, a central angle of 89(degree) 53' 29" and a chord which bears North
33(degree) 28' 40" West 56.51 feet, an arc distance of 62.76 feet to the Point
of Beginning.
Together with a non-exclusive easement for ingress and egress for vehicular and
pedestrian traffic for the benefit of the above described property over, upon
and across the following described land:
All that certain tract or parcel located, situated and being in the Second Civil
District of Shelby County, Tennessee and being a portion of Phase 1A, The Koger
Center according to the plat thereof as recorded in Plat Book 112, Page 51 and
re-recorded in Plat Book 121, Page 70 in the Register's Office of Shelby County,
Tennessee, being more particularly described as follows:
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EXHIBIT "A-1" continued
Beginning at the southwest corner of said Phase 1A, said point being on the
easterly right-of-way line of Germantown Parkway (160' R/W), all as shown on
said plat; thence along the easterly right-of-way line of Germantown Parkway
North 11(degree) 28' 04" East 117.90 feet to a point; thence with a curve to the
left having a radius of 40.00 feet, a central angle of 46(degree) 28' 08" and a
chord which bears North 55(degree) 17' 52" West 31.56 feet, an arc distance of
32.44 feet to a point; thence South 78(degree) 31' 56" East 159.39 feet to a
point; thence South 79(degree) 15' 04" East 79.69 feet to a point; thence with a
curve to the right having a radius of 250.00 feet, a central angle of 33(degree)
19' 41" and a chord which bears South 62(degree) 35' 14" East 143.38 feet, an
arc distance of 145.42 feet to a point; thence South 45(degree) 55' 23" East
1.40 feet to a point; thence South 45(degree) 55' 23" East 361.97 feet to a
point; thence with a curve to the left having a radius of 40.00 feet, a central
angle of 90(degree) 00' 00" and a chord which bears North 89(degree) 04' 37"
East 56.57 feet, an arc distance of 62.83 feet to a point on the northwesterly
right-of-way line of Timber Creek Drive (86' R/W); thence along said
right-of-way line South 44(degree) 04' 37" West 165.00 feet to a point; thence
with a curve to the left having a radius of 40.00 feet, a central angle of
90(degree) 00' 00" and a chord which bears North 00(degree) 55' 23" West 56.57
feet, an arc distance of 62.83 feet to a point; thence North 43(degree) 45' 25"
West 211.65 feet to a point; thence North 45(degree) 55' 23" West 123.87 feet to
a point; thence with a curve to the left having a radius of 211.50 feet, a
central angle of 32(degree) 36' 33" and a chord which bears North 62(degree) 13'
40" West 118.75 feet, an arc distance of 120.37 feet to a point; thence North
82(degree) 17' 39" West 121.93 feet to a point; thence North 78(degree) 31' 56"
West 123.83 feet to a point; thence with a curve to the left having a radius of
40.00 feet, a central angle of 46(degree) 28' 08" and a chord which bears South
78(degree) 14' 00" West 31.56 feet, an arc distance of 32.44 feet to the Point
of Beginning.
PARCEL II: (GAINSBOROUGH) 65 Germantown Court, Memphis, TN 38018
Tax Parcel No. 091-115-004
All that certain tract or parcel located, situated, and being in the Second
Civil District of Shelby County, Tennessee, and being PHASE III, THE KOGER
CENTER according to the plat thereof as recorded in Plat Book 122, Page 96 and
re-recorded in Plat Book 125, Page 3 in the Register's Office of Shelby County,
Tennessee, being more particularly described as follows:
Commencing at the intersection of the Easterly right-of-way line of Germantown
Parkway (160' R/W) with the Southerly right-of-way line of Walnut Grove Road
(variable R/W), as said rights-of-way now exist; thence along the Easterly
right-of-way line of Germantown Parkway South 11(degree) 28' 04" West a distance
of 259.25 feet to the Point of Beginning; thence along the North property line
of Phase III South 78(degree) 31' 56" East a distance of 91.50 feet to a point;
thence South 11(degree) 28' 04" West a distance of 30.00 feet to a point; thence
South 78(degree) 31' 56" East a distance of 226.06 feet to a point; thence along
a curve to the left having a radius of 44.88 feet, a central angle of 12(degree)
29' 43" and a
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EXHIBIT "A-1" continued
chord which bears South 12(degree) 17' 05" East 9.77 feet, an arc distance of
9.79 feet to a point; thence South 18(degree) 31' 56" East a distance of 94.64
feet to a point; thence along a curve to the left having a radius of 80.50 feet,
a central angle of 20(degree) 24' 15" and a chord which bears South 28(degree)
44' 04" East 28.52 feet, an arc distance of 28.67 feet to a point; thence South
23(degree) 17' 36" East a distance of 155.28 feet to a point on the
Northwesterly right-of-way line of Germantown Court; thence along a curve to the
right having a radius of 30.00 feet, a central angle of 49(degree) 16' 43" and a
chord which bears South 19(degree) 26' 15" West 25.01 feet, an arc distance of
25.80 feet to a point; thence South 44(degree) 04' 37" West a distance of 278.21
feet to a point; thence along a curve to the left having a radius of 238.50
feet, a central angle of 16(degree) 31' 55" and a chord which bears South
35(degree) 48' 40" West 68.58 feet, an arc distance of 68.82 feet to a point;
thence along a curve to the right having a radius of 110.00 feet, a central
angle of 73(degree) 55' 22" and a chord which bears South 64(degree) 30' 23"
West 132.28 feet, an arc distance of 141.92 feet to a point; thence North
78(degree) 31' 56" West a distance of 159.39 feet to a point; thence along a
curve to the right having a radius of 40.00 feet, a central angle of 46(degree)
28' 08" and a chord which bears North 55(degree) 17' 52" West 31.56 feet, an arc
distance of 32.44 feet to a point on the Easterly right-of-way line of
Germantown Parkway (160' R/W); thence along said Easterly right-of-way North
11(degree) 28' 04" East a distance of 658.95 feet to the Point of Beginning.
Together with a non-exclusive easement for vehicular and pedestrian traffic for
the benefit of the above described property over, upon and across Germantown
Court (Private Drive) and Centerview Parkway (Private Drive) being Phase IA, the
Koger Center according to the plat thereof as recorded in Plat Book 112 Page 51
and re-recorded in Plat Book 121 Page 70 in the Register's Office of Shelby
County, Tennessee.
8
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EXHIBIT "A-2"
Description of Property located in the
County of Bexar, State of Texas
TRACT I: (KOGERAMA BUILDING)
Lot 1, Block 2, New City Block 14275, EXECUTIVE CENTER SUBDIVISION, UNIT 1-A, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 5940, Pages 186-187, Deed and Plat Records of Bexar County, Texas.
TRACT II: (KOGER BUILDING)
Lot 1-A, Block 1, New City Block 14274, EXECUTIVE CENTER SUBDIVISION, UNIT 1-H,
in the City of San Antonio, Bexar County, Texas, according to plat thereof
recorded in Volume 6600, Page 40, Deed and Plat Records of Bexar County, Texas.
TRACT III: (ROYAL BUILDING)
Lot 2, Block 1, New City Block 14274, EXECUTIVE CENTER SUBDIVISION, UNIT 1-A, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 5940, Pages 186-187, Deed and Plat Records of Bexar County, Texas.
TRACT IV: (FINESILVER BUILDING)
Lot 2, Block 2, New City Block 14275, EXECUTIVE CENTER SUBDIVISION, UNIT 1-A, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 5940, Pages 186-187, Deed and Plat Records of Bexar County, Texas.
TRACT V: (SAN JACINTO BUILDING)
Lot 5, Block 2, New City Block 14275, EXECUTIVE CENTER SUBDIVISION, UNIT 2, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 6900, Page 200, Deed and Plat Records of Bexar County, Texas.
TRACT VI: (WOODCOCK BUILDING)
Lot 3, Block 2, New City Block 14275, EXECUTIVE CENTER SUBDIVISION, UNIT 1-C, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 6100, Pages 216-218, Deed and Plat Records of Bexar County, Texas.
TRACT VII: (AUSTIN BUILDING)
Lot 3, Block 1, New City Block 14274, EXECUTIVE CENTER SUBDIVISION, UNIT 1-H, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 6600, Pages 39-40, Deed and Plat Records of Bexar County, Texas.
9
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TRACT VIII: (BRAZOS BUILDING)
Lot 5, Block 1, New City Block 14274, EXECUTIVE CENTER SUBDIVISION, UNIT 1-H, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 6600, Pages 39-40, Deed and Plat Records of Bexar County, Texas.
EXHIBIT "A-2" continued
TRACT IX: (LAMAR BUILDING)
Lot 4, Block 1, New City Block 14274, EXECUTIVE CENTER SUBDIVISION, UNIT 1-H, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 6600, Pages 39-40, Deed and Plat Records of Bexar County, Texas.
TRACT X: (MIDLAND BUILDING)
Lot 1, Block 3, New City Block 14276, EXECUTIVE CENTER SUBDIVISION, UNIT 1-G, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 6500, Page 91, Deed and Plat Records of Bexar County, Texas.
TRACT XI: (SABINE BUILDING)
Lot 1, Block 4, New City Block 14277, EXECUTIVE CENTER SUBDIVISION, UNIT 1-K, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 6900, Page 83, Deed and Plat Records of Bexar County, Texas.
TRACT XII: (GOLIAD BUILDING)
Lot 6, Block 2, New City Block 14275, EXECUTIVE CENTER SUBDIVISION, UNIT 2, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 6900, Pages 199-200, Deed and Plat Records of Bexar County, Texas.
TRACT XIII: (GARNER BUILDING)
Lot 2, Block 3, New City Block 14276, EXECUTIVE CENTER SUBDIVISION, UNIT 1-M, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 7000, Page 34, Deed and Plat Records of Bexar County, Texas.
TRACT XIV: (FANNIN BUILDING)
Lot 1, Block 5, New City Block 14278, EXECUTIVE CENTER SUBDIVISION, UNIT 1-L, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 7000, Page 31, Deed and Plat Records of Bexar County, Texas.
TRACT XV: (BOWIE BUILDING)
Lot 3, Block 3, New City Block 14276, EXECUTIVE CENTER SUBDIVISION, UNIT 1-N, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 7100, Page 36, Deed and Plat Records of Bexar County, Texas.
TRACT XVI: (BURNET BUILDING)
Lot 3, Block 4, New City Block 14277, EXECUTIVE CENTER SUBDIVISION, UNIT 1-S, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 8200, Page 150, Deed and Plat Records of Bexar County, Texas.
10
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EXHIBIT "A-2" continued
TRACT XVII: (CARSON BUILDING)
Lot 4, Block 3, New City Block 14276, EXECUTIVE CENTER SUBDIVISION, UNIT 1-P, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 7100, Page 221, Deed and Plat Records of Bexar County, Texas.
TRACT XVIII: (BEAUMONT BUILDING)
Lot 8, Block 4, New City Block 14277, EXECUTIVE CENTER SUBDIVISION, UNIT 1-Q, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 8800, Page 93, Deed and Plat Records of Bexar County, Texas.
TRACT IXX: (ABILENE BUILDING)
Lot 4, Block 4, New City Block 14277, EXECUTIVE CENTER SUBDIVISION, UNIT 1-T, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 8200, Page 148, Deed and Plat Records of Bexar County, Texas.
TRACT XX: (HOUSTON BUILDING)
Lot 5, Block 4, New City Block 14277, EXECUTIVE CENTER SUBDIVISION, UNIT 1-U, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 8600, Page 148, Deed and Plat Records of Bexar County, Texas.
TRACT XXI: (BROWNWOOD BUILDING)
Lot 7 and 9, Block 4, New City Block 14277, EXECUTIVE CENTER SUBDIVISION, UNIT
1- W, in the City of San Antonio, Bexar County, Texas, according to plat thereof
recorded in Volume 9200, Pages 247-248, Deed and Plat Records of Bexar County,
Texas.
TRACT XXII: (BONHAM BUILDING)
Lot 10, Block 4, New City Block 14277, EXECUTIVE CENTER SUBDIVISION, UNIT 1-W,
in the City of San Antonio, Bexar County, Texas, according to plat thereof
recorded in Volume 9200, Pages 247-248, Deed and Plat Records of Bexar County,
Texas.
TRACT XXIII: (BORDEN BUILDING)
Lot 6, Block 4, New City Block 14277, EXECUTIVE CENTER SUBDIVISION, UNIT 1-V, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 8800, Page 130, Deed and Plat Records of Bexar County, Texas.
TRACT XXIV: (AMISTAD BUILDING)
Lot 6, Block 1, New City Block 14274, EXECUTIVE CENTER SUBDIVISION, UNIT 1-W, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 9200, Pages 247-248, Deed and Plat Records of Bexar County, Texas.
11
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EXHIBIT "A-2" continued
TRACT XXV: (TRINITY BUILDING)
Lot 7, Block 1, New City Block 14274, EXECUTIVE CENTER SUBDIVISION, UNIT 1-W, in
the City of San Antonio, Bexar County, Texas, according to plat thereof recorded
in Volume 9200, Pages 247-248, Deed and Plat Records of Bexar County, Texas.
TRACT XXVI: (PLAZA BUILDING)
Lot 1, Block 6, New City Block 17221, EXECUTIVE CENTER PLAZA SUBDIVISION, in the
City of San Antonio, Bexar County, Texas, according to plat thereof recorded in
Volume 9501, Page 39, Deed and Plat Records of Bexar County, Texas.
12
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EXHIBIT "A-3"
Description of Property located in the
County of Pinellas, State of Florida
PARCEL 501 (Pinellas)
A portion of Lot 1 in Block 1 of KOGER EXECUTIVE CENTER, according to the map or
plat thereof recorded in Plat Book 66, Page 96, of the public records of
Pinellas County, Florida, being more particularly described as follows:
Beginning at the intersection of the Northeasterly right-of-way line of
Executive Center Drive (variable right-of-way) with the Northwesterly
right-of-way line of Koger Boulevard (variable right-of-way) (formerly State
Road #694) as said rights-of-way now exist, thence along the Northeasterly and
Southeasterly right-of-way line of Executive Center Drive the following three
(3) courses and distances: 1) North 44(degree) 43' 20" West, 247.00 feet; 2)
North 45(degree) 16' 40" East, 7.16 feet and 3) North 44(degree) 43' 20" West,
23.00 feet to a point, said point being the Southwesterly corner of Lot 2 in
Block 1 of KOGER EXECUTIVE CENTER UNIT 2, as recorded in Plat Book 70, Page 48
of said public records; thence along the Easterly line of said Lot 2 in Block 1
of KOGER EXECUTIVE CENTER UNIT 2, North 45(degree) 16' 40" East, 277.17 feet to
a point, said point being the Westerly corner of property of Koger Equity, Inc.,
as recorded in O.R. Book 7057, Page 1781 of said public records; thence along
the Southwesterly and Northwesterly line of property of said Koger Equity, Inc.,
the following three (3) courses and distances: 1) South 44(degree) 43' 20" East,
221.00 feet; 2) North 45(degree) 16' 40" East, 30.00 feet and 3) South
44(degree) 43' 20" East, 49.00 feet to a point on the Northwesterly right-of-way
line of Koger Boulevard; thence along the Northwesterly right-of-way line of
Koger Boulevard, South 45(degree) 16' 40" West, 314.33 feet to the Point of
Beginning.
PARCEL 502 (Madison)
Being a portion of Lot 1 in Block 1 of KOGER EXECUTIVE CENTER, according to the
map or plat thereof recorded in Plat Book 66, Page 96 of the public records of
Pinellas County, Florida, being more particularly described as follows:
Commence at the intersection of the Northeasterly right-of-way line of Executive
Center Drive (variable right-of-way) with the Northwesterly right-of-way line of
Koger Boulevard (formerly State Road #694), as said rights-of-way now exist, all
as shown on plat recorded in Plat Book 69, Page 72 of the public records of
Pinellas County, Florida; thence along the Northwesterly right-of-way line of
Koger Boulevard (formerly State Road #694) North 45(degree) 16' 40" East, 314.33
feet to the Point of Beginning; thence North 44(degree) 43' 20" West, 49.00 feet
to a point; thence South 45(degree) 16' 40" West, 30.00 feet to a
13
<PAGE>
EXHIBIT "A-3" continued
point; thence North 44(degree) 43' 20" West, 221.00 feet to a point; thence
North 45(degree) 16' 40" East, 350.17 feet to a point; thence South 44(degree)
43' 20" East, 221.00 feet to a point; thence South 45(degree) 16' 40" West,
30.00 feet to a point; thence South 44(degree) 43' 20" East, 49.00 feet to a
point on the Northwesterly right-of-way line of Koger Boulevard (formerly State
Road #694); thence along the Northwesterly right-of-way line of Koger Boulevard
(formerly State Road #694) South 45(degree) 16' 40" West, 290.17 feet to the
Point of Beginning.
PARCEL 503 (Kogerama)
Part of Lot 1 in Block 1 of KOGER EXECUTIVE CENTER, according to the map or plat
thereof recorded in Plat Book 66, Page 96, of the public records of Pinellas
County, Florida, being more particularly described as follows:
From the Northeast corner of the South 1/4 of the North 1/2 of the Northwestern
1/4 of Section 19, Township 30 South, Range 17 East, Pinellas County, Florida,
run North 89(degree) 56' 40" West, 50.00 feet; thence South 00(degree) 06' 56"
West, 402.31 feet; thence North 89(degree) 53' 04" West, 15.00 feet; thence
South 00(degree) 06' 56" West, 65.00 feet for a Point of Beginning; thence
continue South 00(degree) 06' 56" West, 5.00 feet; thence South 89(degree) 53'
04" East, 3.72 feet; thence South 14(degree) 33' 32" West, 89.12 feet along the
Northwesterly right-of-way line of Koger Boulevard (formerly State Road #694);
thence along said Northwesterly right-of-way line the following two (2) courses:
1) by a curve to the right, radius 237.94 feet, an arc distance of 127.57 feet,
chord South 29(degree) 55' 06" West, 126.05 feet; and 2) thence South 45(degree)
16' 40" West, 156.00 feet; thence North 44(degree) 43' 20" West, 49.00 feet;
thence North 45(degree) 16' 40" East, 30.00 feet; thence North 44(degree) 43'
20" West, 221.00 feet; thence North 45(degree) 16' 40" East, 138.69 feet; thence
South 89(degree) 56' 40" East, 262.53 feet to the Point of Beginning.
PARCEL 504 (Duval)
Lot A of KOGER EXECUTIVE CENTER PARTIAL REPLAT AND ADDITION, according to the
map or plat thereof recorded in Plat Book 69, Page 72, of the public records of
Pinellas County, Florida.
PARCEL 505 (Dade)
Lot 1 in Block 2 of KOGER EXECUTIVE CENTER UNIT 2, according to the map or plat
thereof recorded in Plat Book 70, Page 48, of the public records of Pinellas
County, Florida, LESS AND EXCEPT that portion lying within the plat of KOGER
EXECUTIVE CENTER FRANKLIN REPLAT, recorded in Plat Book 84, Page 6 of the public
records of Pinellas County, Florida.
14
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EXHIBIT "A-3" continued
PARCEL 506 (Koger)
Lot 2 in Block 1 of KOGER EXECUTIVE CENTER UNIT 2, according to the map or plat
thereof recorded in Plat Book 70, Page 48, of the public records of Pinellas
County, Florida.
PARCEL 507 (Monroe)
Lot 2 in Block 1 of KOGER EXECUTIVE CENTER UNIT 4, according to the map or plat
thereof recorded in Plat Book 90, Pages 12 and 13, of the public records of
Pinellas County, Florida.
PARCEL 509 (Gadsden)
A portion of Lot 1 in Block 3 of KOGER EXECUTIVE CENTER UNIT 3, according to the
map or plat thereof recorded in Plat Book 72, Page 31, of the public records of
Pinellas County, Florida, being more particularly described as follows:
Commence at the Southeast corner of the Northwest 1/4 of Section 19, Township 30
South, Range 17 East, Pinellas County, Florida, said point also being the
intersection of the centerlines of 4th Street North and 94th Avenue North;
thence along the South line of the Northwest 1/4 of said Section 19 and the
centerline of 94th Avenue North, North 89(degree) 57' 21" West, 53.97 feet to a
point; thence North 00(degree) 06' 56" East, 50.00 feet to a point, said point
being on the Northerly right-of-way line of 94th Avenue North; thence North
25(degree) 11' 17" East, 9.39 feet to a point on the Westerly right-of-way line
of 4th Street North; thence along said right-of-way line, North 00(degree) 06'
56" East, 452.72 feet to the Point of Beginning; thence North 89(degree) 57' 21"
West, 206.14 feet to a point; thence South 00(degree) 06' 56" West, 154.92 feet
to a point; thence South 45(degree) 16' 40" West, 259.67 feet to a point; thence
North 44(degree) 43' 20" West, 268.49 feet to a point on the Southeasterly
right-of-way line of Koger Boulevard; thence along said right-of-way line, North
45(degree) 16' 40" East, 335.68 feet to the most Westerly corner of KOGER
EXECUTIVE CENTER UNIT 3 PARTIAL REPLAT AND ADDITION, as recorded in Plat Book
72, Page 56 of said public records; thence along the Southwesterly and Southerly
boundary of said KOGER EXECUTIVE CENTER UNIT 3 PARTIAL REPLAT AND ADDITION, the
following two (2) courses and distances: 1) South 44(degree) 43' 20" East, 74.27
feet; and 2) South 89(degree) 57' 21" East, 289.17 feet to a point on the
Westerly right-of-way line of 4th Street North; thence along said right-of-way
line, South 00(degree) 06' 56" West, 36.50 feet to the Point of Beginning.
15
<PAGE>
EXHIBIT "A-3" continued
PARCEL 510 (Hendry)
Part of Lot 1 in Block 3 of KOGER EXECUTIVE CENTER UNIT 3, according to the map
or plat thereof recorded in Plat Book 72, Page 31, of the public records of
Pinellas County, Florida, being more particularly described as follows:
Commence at the Southeast corner of the Northwest 1/4 of Section 19, Township 30
South, Range 17 East, Pinellas County, Florida; thence North 89(degree) 57' 21"
West, 53.97 feet along the East-West centerline of said Section 19, also being
the centerline of 94th Avenue North; thence North 00(degree) 06' 56" East, 50.00
feet to a point on the North right-of-way line of 94th Avenue North, also being
the most Southeasterly corner of Lot 1 in Block 3 of KOGER EXECUTIVE CENTER UNIT
3, as recorded in Plat Book 72, Page 31 of the public records of Pinellas
County, Florida; thence along said Northerly right-of-way line of 94th Avenue
North and the Southerly line of Lot 1 in Block 3 of said plat, North 89(degree)
57' 21" West, 296.14 feet to the Point of Beginning; thence along said Northerly
right-of-way line of 94th Avenue North and the Southerly right-of-way line of
Lot 1 in Block 3 of said plat, North 89(degree) 57' 21" West, 550.62 feet to the
point of intersection with the Southeasterly right-of-way line of Koger
Boulevard; thence along the Southeasterly right-of-way line of Koger Boulevard
the following four (4) courses and distances: 1) North 05(degree) 02' 39" East,
75.41 feet; 2) with a curve to the right having a radius of 30.00 feet, a
central angle of 51(degree) 36' 04" and a chord which bears North 30(degree) 50'
41" East, 26.11 feet, an arc distance of 27.02 feet; 3) with a curve to the left
having a radius of 1,196.28 feet, a central angle of 11(degree) 22' 03" and a
chord which bears North 50(degree) 57' 41" East, 236.95 feet, an arc distance of
237.34 feet and 4) North 45(degree) 16' 40" East, 95.31 feet to a point; thence
South 44(degree) 43' 20" East, 268.49 feet; thence North 45(degree) 16' 40"
East, 127.14 feet; thence South 00(degree) 06' 56" West, 212.97 feet to the
Point of Beginning.
PARCEL 511 (Lake)
A portion of Lot 1 in Block 3 of KOGER EXECUTIVE CENTER UNIT 3, according to the
map or plat thereof recorded in Plat Book 72, Page 31, of the public records of
Pinellas County, Florida, being more particularly described as follows:
Commence at the Southeast corner of the Northwest 1/4 of Section 19, Township 30
South, Range 17 East, Pinellas County, Florida, said point being the
intersection of the centerlines of 4th Street North and 94th Avenue North;
thence along the South line of the Northwest 1/4 of said Section 19 and the
centerline of 94th Avenue North, North 89(degree) 57' 21" West 53.97 feet to a
point; thence North 00(degree) 06' 56" East, 50.00 feet to the Point of
Beginning, said point being on the Northerly right-of-way line of 94th Avenue
North, all as shown on said plat; thence along the Northerly right-of-way line
of 94th Avenue North, North 89(degree) 56' 56" West, 296.11 feet to a point;
thence North 00(degree) 03' 58" East, 212.97 feet to a point; thence North
45(degree) 19' 49" East, 132.74 feet to a point; thence North
16
<PAGE>
EXHIBIT "A-3" continued
00(degree) 06' 43" East, 154.80 feet to a point; thence South 89(degree) 55' 58"
East, 206.03 feet to a point on the Westerly right-of-way line of 4th Street
North; thence along the Westerly right-of-way line of 4th Street North, South
00(degree) 07' 04" West, 452.74 feet to a point; thence South 25(degree) 12' 40"
West, 9.25 feet to the Point of Beginning.
PARCEL 512 (Franklin)
Lots 1 and 2 in Block 1 of KOGER EXECUTIVE CENTER FRANKLIN REPLAT, according to
the map or plat thereof recorded in Plat Book 84, Page 6, of the public records
of Pinellas County, Florida.
PARCEL 513 (St. Lucie)
Lot 1 in Block 1 of KOGER EXECUTIVE CENTER ST. LUCIE ADDITION, according to the
map or plat thereof recorded in Plat Book 87, Page 78, of the public records of
Pinellas County, Florida.
PARCEL 514 (Gilchrist)
Lots 1 and 2 of Block 1 of KOGER EXECUTIVE CENTER GILCHRIST ADDITION,
according to the map or plat thereof recorded in Plat Book 85, Page 42, of the
public records of Pinellas County, Florida.
PARCEL 516 (Baker)
Lot 1 in Block 1 of KOGER EXECUTIVE CENTER UNIT NO. 4, according to the map or
plat thereof recorded in Plat Book 90, Pages 12 and 13, of the public records of
Pinellas County, Florida.
PARCEL 517 (Glades)
Lot 1 in Block 1 of KOGER EXECUTIVE CENTER - GLADES ADDITION, according to the
map or plat thereof recorded in Plat Book 96, Page 37, of the public records of
Pinellas County, Florida.
17
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EXHIBIT "A-4"
Description of Property located in the
County of Leon, State of Florida
PARCEL 1 ATKINS BUILDING
A portion of Lot 2, Block "A", Replat of Koger Executive Center Units 1 & 2,
according to plat thereof recorded in Plat Book 7, pages 36A and 36B of the
public records of Leon County, Florida and being more particularly described as
follows:
Beginning at the Northeast corner of said Lot 2, said point being on the
Westerly right-of-way line of Executive Center Drive (variable r/w), all as
shown on said plat; thence along the Easterly boundary of said Lot 2 and the
Westerly right-of-way line of Executive Center Drive and becoming the Northerly
right-of-way line of Executive Center Circle West (60' r/w) the following six
(6) courses and distances: 1) South 00(degree) 01' 06" West 64.52 feet; 2) South
17(degree) 56' 19" West 65.00 feet; 3) South 00(degree) 01' 06" West 225.91
feet; 4) with a curve to the right having a radius of 30.00 feet, a central
angle of 90(degree) 06' 49", an arc distance of 47.18 feet; 5) North 89(degree)
52' 05" West 36.68 feet; and 6) with a curve to the left having a radius of
112.50 feet, a central angle of 42(degree) 39' 13", an arc distance of 83.75
feet to a point; thence North 42(degree) 31' 18" West 31.59 feet to a point;
thence North 76(degree) 10' 36" West 240.54 feet to a point on the Westerly
boundary of said Lot 2 and the Easterly maintained right-of-way line of Hendrix
Road; thence along the Westerly boundary of said Lot 2 and the Easterly
maintained right-of-way line of Hendrix Road North 15(degree) 06' 11" East,
381.50 feet to the Northwest corner of said Lot 2; thence along the Northerly
boundary of said Lot 2 the following two (2) courses and distances: 1) South
74(degree) 53' 49" East 143.01 feet; and 2) South 89(degree) 58' 54" East 180.61
feet to the point of beginning.
PARCEL 2 BERKELEY BUILDING
Lot 2, Block D, Replat of Koger Executive Center Units 1 and 2, according to
plat thereof recorded in Plat Book 7, pages 36A and 36B of the public records of
Leon County, Florida.
PARCEL 3 LAFAYETTE BUILDING
Lot 1, Block C, Replat Koger Executive Center Units 1 and 2, according to plat
thereof recorded in Plat Book 7, pages 36A and 36B of the public records of Leon
County, Florida.
18
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EXHIBIT "A-4" continued
PARCEL 4 MARATHON BUILDING
Lot 4, Block B, Replat Koger Executive Center Units 1 and 2, according to plat
thereof recorded in Plat Book 7, pages 36A and 36B of the public records of Leon
County, Florida.
PARCEL 6 ELLIS BUILDING
Lot 1, Block B, Replat of Koger Executive Center Units 1 and 2, as per the plat
or map thereof recorded in Plat Book 7, pages 36A and 36B, of the Public Records
of Leon County, Florida.
PARCEL 9 WEBSTER BUILDING
A part of Lot 2, Block A, Replat of Koger Executive Center, Units 1 and 2,
according to plat thereof, as recorded in Plat Book 7, pages 36A and 36B of the
public records of Leon County, Florida, described as follows:
Commence at the Southwest corner of said Lot 2, Block A and run South 68(degree)
40' 39" East along the Northerly right-of-way line of Old St. Augustine Road as
shown on said plat 239.29 feet to the point of beginning. From the point of
beginning run North 21(degree) 19' 21" East 44.00 feet, thence South 68(degree)
40' 39" East 216.00 feet, thence North 21(degree) 19' 21" East, 205.47 feet to
the Southerly right-of-way line of Executive Center Circle West, then run along
said right-of-way line as follows: South 68(degree) 51' 49" East 270.21 feet to
a point of curve to the left, then along said right-of-way curve concave to the
North having a radius of 407.06 feet and a central angle of 21(degree) 00' 16"
for an arc distance of 149.23 feet to a point of reverse curve, then along said
curve concave to the Southwest having a radius of 30.00 feet and a central angle
of 90(degree) 00' 00" for an arc distance of 47.12 feet to a point on the
Westerly right-of-way line of Executive Center Circle East, then run along said
right-of-way line as follows: South 00(degree) 07' 55" West 37.28 feet to a
point of curve to the right, then along said right-of-way curve concave to the
West having a radius of 235.92 feet and a central angle of 41(degree) 13' 06"
for an arc distance of 169.72 feet to a point of tangency, then South 41(degree)
21' 01" West 58.18 feet to a point of curve to the right, then along said
right-of-way curve concave to the Northwest having a radius of 30.00 feet and a
central angle of 78(degree) 27' 23" for an arc distance of 41.08 feet to a point
on the Northerly right-of-way of Old St. Augustine Road as shown on said plat,
then along said right-of-way line as follows: North 60(degree) 11' 36" West
95.94 feet, then North 68(degree) 40' 39" West 538.58 feet to the point of
beginning.
19
<PAGE>
EXHIBIT "A-4" continued
PARCEL 10 TURNER BUILDING
Lot 1, Block D, Replat of Koger Executive Center, Units 1 and 2, according to
plat thereof, as recorded in Plat Book 7, pages 36A and 36B of the public
records of Leon County, Florida.
PARCEL 11 KOGERAMA BUILDING
Lot 1, Block A, Replat of Koger Executive Center, Units 1 and 2, according to
plat thereof, as recorded in Plat Book 7, pages 36A and 36B of the public
records of Leon County, Florida.
PARCEL 13 SUTTON BUILDING
Lot 3, Block C, Replat of Koger Executive Center, Units 1 and 2, according to
plat thereof, as recorded in Plat Book 7, pages 36A and 36B of the public
records of Leon County, Florida.
PARCEL 14 CLIFTON BUILDING
A portion of Lot 2, Block A, Replat of Koger Executive Center, Units 1 and 2,
according to plat thereof, as recorded in Plat Book 7, pages 36A and 36B of the
public records of Leon County, Florida, being more particularly described as
follows:
Beginning at the most Westerly corner of Lot 2, said point being the
intersection of the Northerly maintained right-of-way line of Old St. Augustine
Road with the Easterly maintained right-of-way line of Hendrix Road, all as
shown on said plat; thence along the Westerly boundary of Lot 2 and the Easterly
maintained right-of-way line of Hendrix Road North 13(degree) 40' 34" East
306.75 feet to a point; thence South 76(degree) 10' 36" East 210.00 feet to a
point; thence North 77(degree) 28' 29" East 51.80 feet to a point on the
Southwesterly right-of-way line of Executive Center Circle West (60' r/w);
thence along the Southwesterly right-of-way line of Executive Center Circle West
the following four (4) courses and distances: 1) with a curve to the left having
a radius of 137.23 feet, a central angle of 33(degree) 17' 54" and a chord which
bears South 19(degree) 48' 42" East 78.64 feet, an arc distance of 79.75 feet,
2) South 36(degree) 27' 39" East 38.72 feet, 3) with a curve to the left having
a radius of 202.09 feet, a central angle of 32(degree) 24' 10" and a chord which
bears South 52(degree) 39' 44" East 112.77 feet, an arc distance of 114.29 feet,
and 4) South 68(degree) 51' 49" East 52.00 feet to a point; thence South
21(degree) 19' 21" West 205.47 feet to a point; thence North 68(degree) 40' 39"
West 216.00 feet to a point; thence South 21(degree) 19' 21" West, 44.00 feet to
a point on the Northerly maintained right-of-way line of Old St. Augustine Road;
thence along the Northerly maintained right-of-way line of Old St. Augustine
Road North 68(degree) 40' 39" West 239.29 feet to the point of beginning.
20
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EXHIBIT "A-4" continued
PARCEL 15 ASHLEY BUILDING
Lot 2, Block B, Replat of Koger Executive Center, Units 1 and 2, according to
plat thereof, as recorded in Plat Book 7, pages 36A and 36B of the public
records of Leon County, Florida.
PARCEL 16 DOUGLAS BUILDING
A portion of Lot 2, Block A, Replat of Koger Executive Center, Units 1 and 2,
according to plat thereof, as recorded in Plat Book 7, pages 36A and 36B of the
public records of Leon County, Florida, being more particularly described as
follows:
Commence at the Northeast corner of Lot 2, said point being on the Westerly
right-of-way line of Executive Center Drive (variable r/w), all as shown on said
plat; thence along the Westerly right-of-way line of Executive Center Drive and
becoming the Northerly right-of-way line of Executive Center Circle West (60'
r/w) the following six (6) courses and distances: 1) South 00(degree) 01' 06"
West 64.52 feet, 2) South 17(degree) 56' 19" West 65.00 feet, 3) South
00(degree) 01' 06" West 225.91 feet, 4) with a curve to the right having a
radius of 30.00 feet, a central angle of 90(degree) 06' 49" and a chord which
bears South 45(degree) 04' 29" West 42.47 feet, an arc distance of 47.18 feet,
5) North 89(degree) 52' 05" West 36.68 feet, and 6) with a curve to the left
having a radius of 112.50 feet, a central angle of 42(degree) 39' 13" and a
chord which bears South 68(degree) 48' 18" West 81.83 feet, an arc distance of
83.75 feet to the point of beginning; thence continue along the Westerly
right-of-way line of Executive Center Circle West the following three (3)
courses and distances: 1) with a curve to the left having a radius of 112.50
feet, a central angle of 33(degree) 56' 21" and a chord which bears South
30(degree) 30' 32" West 65.67 feet, an arc distance of 66.64 feet, 2) South
13(degree) 32' 21" West 342.70 feet, 3) with a curve to the left having a radius
of 137.23 feet, a central angle of 16(degree) 42' 02" and a chord which bears
South 05(degree) 11' 20" West 39.86 feet, an arc distance of 40.00 feet to a
point; thence South 77(degree) 28' 29" West 51.80 feet to a point; thence North
76(degree) 10' 36" West 210.00 feet to the Easterly maintained right-of-way line
of Hendrix Road; thence along the Easterly maintained right-of-way line of
Hendrix Road North 13(degree) 40' 34" East, 405.00 feet to a point; thence North
15(degree) 06' 11" East 80.44 feet to a point; thence South 76(degree) 10' 36"
East 240.54 feet to a point; thence South 42(degree) 31' 18" East 31.59 feet to
the point of beginning.
PARCEL 17 MONTGOMERY BUILDING
Lot 3, Block B, Replat of Koger Executive Center, Units 1 and 2, according to
plat thereof, as recorded in Plat Book 7, pages 36A and 36B of the public
records of Leon County, Florida.
21
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EXHIBIT "A-4" continued
PARCEL 18 HOWARD BUILDING
Lot 2, Block C, Replat of Koger Executive Center, Units 1 and 2, according to
plat thereof, as recorded in Plat Book 7, pages 36A and 36B of the public
records of Leon County, Florida.
22
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EXHIBIT "A-5"
Description of Property located in the
County of Leon, State of Florida
PARCEL 5 RHYNE BUILDING
Lot 2, Block A of Koger Center South, according to plat thereof recorded in Plat
Book 9, page 71 of the public records of Leon County, Florida.
PARCEL 7 HARTMAN BUILDING
Lot 2, Block "B", a Resubdivision of a Resubdivision of Block "B" of Koger
Center South, as per plat or map thereof recorded in Plat Book 10, page 13, of
the public records of Leon County, Florida.
PARCEL 8 FORREST BUILDING
Lot 1, Block A, of Koger Center South, as recorded in Plat Book 9, page 71, of
the public records of Leon County, Florida.
23
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EXHIBIT "A-6"
Description of Property located in the
County of Travis, State of Texas
TRACT 1: (LIVINGSTON)
Being Lot 3A of RESUBDIVISION OF A PORTION OF LOT 3, KOGER EXECUTIVE CENTER,
UNIT TWO, a subdivision in Travis County, Texas, according to the map or plat
thereof recorded in Book 76, Page 50, Plat Records, Travis County, Texas.
TRACT 2: (TRAVIS)
Being Lot 3B of RESUBDIVISION OF A PORTION OF LOT 3, KOGER EXECUTIVE CENTER,
UNIT TWO, a subdivision in Travis County, Texas, according to the map or plat
thereof recorded in Book 76, Page 50, Plat Records, Travis County, Texas.
TRACT 3: (WHITNEY)
Being Lot 3C of RESUBDIVISION OF A PORTION OF LOT 3, KOGER EXECUTIVE CENTER,
UNIT TWO, a subdivision in Travis County, Texas, according to the map or plat
thereof recorded in Book 76, Page 50, Plat Records, Travis County, Texas.
TRACT 4: (CROSS)
Being Lot 5 of KOGER EXECUTIVE CENTER UNIT THREE, a subdivision in Travis
County, Texas, according to the map or plat thereof recorded in Book 75, Page
322, Plat Records, Travis County, Texas.
TRACT 5: (COLORADO)
Being Lot 6A of RESUBDIVISION LOT 6 KOGER EXECUTIVE CENTER UNIT THREE, a
subdivision in Travis County, Texas, according to the map or plat thereof
recorded in Book 77, Page 167, Plat Records, Travis County, Texas.
TRACT 6: (PROCTOR)
Being Lot 6B of RESUBDIVISION LOT 6 KOGER EXECUTIVE CENTER UNIT THREE, a
subdivision in Travis County, Texas, according to the map or plat thereof
recorded in Book 77, Page 167, Plat Records, Travis County, Texas.
TRACT 7: (BENBROOK)
Being Lot 8 of KOGER EXECUTIVE CENTER UNIT FOUR, a subdivision in Travis County,
Texas, according to the map or plat thereof recorded in Book 80, Page 176, Plat
Records, Travis County, Texas.
24
<PAGE>
TRACT 8: (MEREDETH)
Being Lot 9 of KOGER EXECUTIVE CENTER UNIT FOUR, a subdivision in Travis County,
Texas, according to the map or plat thereof recorded in Book 80, Page 176, Plat
Records, Travis County, Texas.
EXHIBIT "A-6" continued
TRACT 9: (BRIDGEPORT)
Being Lot 10 of KOGER EXECUTIVE CENTER UNIT FOUR, a subdivision in Travis
County, Texas, according to the map or plat thereof recorded in Book 80, Page
176, Plat Records, Travis County, Texas.
TRACT 10: (HUBBARD)
Being Lot 1 of KOGER EXECUTIVE CENTER UNIT FIVE, a subdivision in Travis County,
Texas, according to the map or plat thereof recorded in Book 84, Page 6D-7A,
Plat Records, Travis County, Texas.
TRACT 11: (BUCHANAN)
Being Lot 2 of KOGER EXECUTIVE CENTER UNIT FIVE, a subdivision in Travis County,
Texas, according to the map or plat thereof recorded in Book 84, Page 6D-7A,
Plat Records, Travis County, Texas.
TRACT 12: (MEDINA)
Being Lot 4A of KOGER EXECUTIVE CENTER UNIT FIVE, a subdivision in Travis
County, Texas, according to the map or plat thereof recorded in Book 84, Page
6D-7A, Plat Records, Travis County, Texas.
25
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EXHIBIT "A-7"
Description of Property located in the
County of El Paso, State of Texas
PARCEL 1: (MESA BUILDING)
All that certain tract or parcel of land situate in El Paso, El Paso County,
Texas, and being a portion of Survey 132 Unplatted of Stone Subdivision, Block
4, described as follows:
Commence at the point of intersection of the northerly right-of-way line of
Wallington Lane, as extended, (80' R/W) with the easterly right-of-way line of
North Mesa Street (variable R/W); thence along the easterly right-of-way line of
North Mesa Street North 50(degree) 49' 00" West, 270.00 feet to the POINT OF
BEGINNING; thence continue along the easterly right-of-way line of North Mesa
Street the following two (2) courses and distances: 1) North 50(degree) 49' 00"
West 37.06 feet, and 2) with a curve to the right, having a radius of 512.97
feet, a central angle of 09(degree) 52' 16" and a chord which bears North
45(degree) 52' 52" West 88.27 feet, an arc distance of 88.38 feet to a point;
thence departing said easterly right-of-way line of North Mesa Street North
39(degree) 11' 00" East 320.20 feet to a point on the westerly right-of-way line
of Ridgecrest Drive, (60' R/W); thence along the westerly right-of-way line of
Ridgecrest Drive with a curve to the left, having a radius of 293.60 feet, a
central angle of 25(degree) 11' 52" and a chord which bears South 38(degree) 07'
42" East 128.13 feet, an arc distance of 129.12 feet to a point; thence
departing said westerly right-of-way line of Ridgecrest Drive, South 39(degree)
11' 00" West 299.64 feet to the POINT OF BEGINNING.
PARCEL 2: (PRESIDIO BUILDING)
Lot 1, Block E, EXECUTIVE PARK, a subdivision in the City of El Paso, El Paso
County, Texas, according to the plat thereof on file in Volume 20, Page 17, of
the Plat Records of El Paso County, Texas; and the Northerly 60.00 feet of Lot
2, Block E, EXECUTIVE PARK UNIT 2, a subdivision in the City of El Paso, El Paso
County, Texas, according to the plat thereof on file in Volume 24, Page 36, of
the Plat Records of El Paso County, Texas.
PARCEL 3: (KOGERAMA BUILDING)
A portion of Lots 7 and 8, Block B, EXECUTIVE PARK UNIT 2, a subdivision in the
City of El Paso, El Paso County, Texas, according to the plat thereof on file in
Volume 24, Page 36, of the Plat Records of El Paso County, Texas, and being more
particularly described as follows:
26
<PAGE>
EXHIBIT "A-7" continued
BEGINNING at a point lying on the southerly right-of-way line of Rio Bravo Drive
(60' R/W) and being the northwest corner of Lot 7 and the northeast corner of
Lot 8, Block B, Executive Park Unit 2; thence, North 89(degree) 58' 15" East
along the southerly right-of-way line of Rio Bravo Drive and the northerly
boundary line of said Lot 7 a distance of 91.22 feet; thence, South 00(degree)
01' 45" East a distance of 255.00 feet to a point lying on the southerly
boundary line of said Lot 7; thence, South 89(degree) 58' 15" West along the
southerly boundary line of said Lots 7 and 8 a distance of 231.22 feet to a
point; thence North 00(degree) 01' 45" West a distance of 255.00 feet to a point
on the southerly right-of-way line of Rio Bravo Drive; thence North 89(degree)
58' 15" East along the southerly right-of-way line of Rio Bravo Drive and the
northerly boundary line of said Lot 8 a distance of 140.00 feet to the Point of
Beginning.
PARCEL 4: (PERSHING EAST BUILDING)
A portion of Lot 8, Block B, EXECUTIVE PARK, UNIT 2, a Subdivision in the City
of El Paso, El Paso County, Texas, according to the Plat thereof on file in
Volume 24, Page 36, of the Plat records of El Paso County, Texas, and all of Lot
9 and a portion of Lot 10, Block B, EXECUTIVE PARK, UNIT 3, a Subdivision in the
City of El Paso, El Paso County, Texas, according to the Plat thereof on file in
Volume 27, Page 1, of the Plat records of El Paso County, Texas, more
particularly described as follows:
BEGINNING at a point on the southerly right-of-way line of Rio Bravo Drive (60"
R/W), said point also being a common corner of Lot 8, Block B, Executive Park
Unit 2, and Lot 9, Block B, Executive Park Unit 3; thence along the southerly
right-of-way line of Rio Bravo Drive and the northerly line of said Lot 8 North
89(degree) 58' 15" East 65.00 feet; thence departing Rio Bravo Drive South
00(degree) 01' 45" East 255.00 feet to a point on the southerly line of Lot 8;
thence South 89(degree) 58' 15" West 300.00 feet along the southerly line of
said Lots 8, 9 and 10 to a point; thence North 00(degree) 01' 45" West 128.00
feet to a point; thence South 89(degree) 58' 15" West 158.75 feet to a point;
thence North 00(degree) 01' 45" West 132.34 feet to a point on the southerly
right-of-way line of Rio Bravo Drive; thence along the southerly right-of-way
line of Rio Bravo Drive the following two (2) courses and distances: 1) with a
curve to the left having a radius of 80.00 feet, a central angle of 21(degree)
03' 50" and a chord which bears South 79(degree) 29' 50" East 29.25 feet, an arc
distance of 29.41 feet, and 2) North 89(degree) 58' 15" East 430.00 feet to the
Point of Beginning.
PARCEL 5: (CARLSBAD BUILDING)
The Southerly 135.00 feet of Lots 5 and 6, Block E, EXECUTIVE PARK, UNIT "3", a
subdivision in the City of El Paso, El Paso County, Texas, according to the plat
thereof on file in Volume 27, Page 1, of the Plat Records of El Paso County,
Texas.
27
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EXHIBIT "A-7" continued
PARCEL 6: (BROWNSVILLE BUILDING)
A parcel of land in the unplatted portion of EXECUTIVE PARK in the JOHN BARKER
SURVEY NO. 10, City of El Paso, El Paso County, Texas, said parcel being more
particularly described as follows:
Commence at the point of intersection of the northerly line of Executive Center
Boulevard (100' R/W) and the westerly line of Lot 7, Block A, Executive Park,
City of El Paso, El Paso County, Texas; thence, along the northerly right-of-way
line of Executive Center Boulevard with a curve to the left, having a radius of
1501.76 feet, a central angle of 03(degree) 38' 44" and a chord which bears
South 88(degree) 08' 53" West, 95.54 feet, an arc distance of 95.55 feet to the
POINT OF BEGINNING; thence along the northerly right-of-way line of Executive
Center Boulevard with a curve to the left having a radius of 1501.76 feet, a
central angle of 09(degree) 15' 41" and a chord which bears South 81(degree) 41'
41" West 242.49 feet, an arc distance of 242.75 feet to a point; thence,
departing said northerly right-of-way corner of Lot 7, Block A, Executive Park;
thence along the line of Executive Center Boulevard North 00(degree) 01' 45"
West 153.83 feet to a point; thence North 76(degree) 48' 19" East 187.91 feet to
a point; thence South 87(degree) 48' 15" East 57.09 feet to a point; thence
South 00(degree) 01' 45" East 159.50 feet to the POINT OF BEGINNING.
PARCEL 7: (CHAPARRAL)
All of Lot 6, and a portion of Lot 5, Block B, EXECUTIVE PARK, being a replat of
a portion of Block B, a Subdivision in the City of El Paso, El Paso County,
Texas, according to the Plat thereof on file in Volume 24, Page 6 of the Plat
Records of El Paso County, Texas; that portion of Lot 5 being more particularly
described as follows:
Commence at the southwest corner of Lot 6; thence North 00(degree) 01' 45" West
along the westerly line of Lot 6, Block B, Executive Park a distance of 115.12
feet to the POINT OF BEGINNING. Thence South 89(degree) 58' 15" West a distance
of 6.47 feet to a point on the easterly right-of-way line of Rio Bravo Drive (60
foot right-of-way); thence North 09(degree) 01' 37" East along the easterly
right-of-way line of Rio Bravo Drive a distance of 41.09 feet to a point on the
westerly line of Lot 6; thence along the Westerly line of said Lot 6, said line
also being an easterly line of Lot 5 South 00(degree) 01' 45" East a distance of
40.58 feet to the point of beginning.
PARCEL 8: (KOGER BUILDING)
All of Lots 3 & 4 and the Northerly 95.00 feet of Lots 5 & 6, Block E, EXECUTIVE
PARK UNIT "3", a subdivision in the City of El Paso, El Paso County, Texas,
according to the plat thereof on file in Volume 27, Page 1, of the Plat Records
of El Paso County, Texas.
28
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EXHIBIT "A-7" continued
PARCEL 9: (LIMA BUILDING)
The Westerly 105.51 feet of Lot 6 and the Easterly 61.16 feet of Lot 7, Block A,
EXECUTIVE PARK, a subdivision in the City of El Paso, El Paso County, Texas,
according to the plat thereof on file in Volume 20, Page 17, of the Plat Records
of El Paso County, Texas.
PARCEL 10: (LOS ARCOS BUILDING)
The Southerly 285.00 feet of Lot 2, Block E, EXECUTIVE PARK UNIT 2, a
subdivision in the City of El Paso, El Paso County, Texas, according to the plat
thereof on file in Volume 24, Page 36, of the Plat Records of El Paso County,
Texas; and Lot 7, Block E, EXECUTIVE PARK UNIT "3", a subdivision in the City of
El Paso, El Paso County, Texas, according to the plat thereof on file in Volume
27, Page 1, of the Plat Records of El Paso County, Texas.
PARCEL 11: (LOS PICOS BUILDING)
Lot 4, Block B, EXECUTIVE PARK (REPLAT), a subdivision in the City of El Paso,
El Paso County, Texas, being a replat of a portion of Block B, 4.494 acres of
John Barker Survey No. 10 said subdivision on file in Volume 24, Page 6, of the
Plat Records of El Paso County, Texas; and the Southerly 295.0 feet of Lot 2,
Block C, EXECUTIVE PARK UNIT 2, a subdivision in the City of El Paso, El Paso
County, Texas, according to the plat thereof on file in Volume 24, Page 36, of
the Plat Records of El Paso County, Texas.
PARCEL 12: (MADRID BUILDING)
The West 49.51 feet of Lot 7, Block A, EXECUTIVE PARK, a subdivision in the City
of El Paso, El Paso County, Texas, according to the plat thereof on file in
Volume 20, Page 17, of the Plat Records of El Paso County, Texas; and a portion
of JOHN BARKER SURVEY 10, all being more particularly described as follows:
BEGINNING at the southwest corner of said Lot 7, Block A, Koger Executive Park,
said point also being on the northerly right-of-way line of Executive Center
Boulevard (100 foot right-of-way); thence along the northerly right-of-way line
of Executive Center Boulevard with a curve to the left having a radius of
1501.76 feet, a central angle of 03(degree) 38' 44" and a chord which bears
South 88(degree) 08' 53" West 95.54 feet, an arc distance of 95.55 feet to a
point; thence departing said northerly right-of-way line of Executive
29
<PAGE>
EXHIBIT "A-7" continued
Center Boulevard North 00(degree) 01' 45" West 159.50 feet to a point; thence
South 87(degree) 48' 15" East 95.56 feet to a point; thence South 00(degree) 01'
45" East 2.75 feet to a point, said point being the northwest corner of Lot 7,
Block A, Executive Park; thence along the north line of said Lot 7 North
89(degree) 58' 15" East 49.51 feet to a point; thence South 00(degree) 01' 45"
East 150.00 feet to a point on the northerly right-of-way line of Executive
Center Boulevard; thence along the northerly right-of-way line of Executive
Center Boulevard South 89(degree) 58' 15" West 49.51 feet to the Point of
Beginning.
PARCEL 13: (PERSHING WEST BUILDING)
A portion of Lots 10 and 11, Block B, EXECUTIVE PARK UNIT "3", a subdivision in
the City of El Paso, El Paso County, Texas, according to the plat thereof on
file in Volume 27, Page 1, of the Plat Records of El Paso County, Texas; and
being more particularly described as follows:
BEGINNING at the southwest corner of Lot 10, Block B, Executive Park Unit "3",
said point also being the southeast corner of Lot 11, Block B, Executive Park
Unit "3"; thence along the south line of said Lot 11, South 89(degree) 58' 15"
West 200 feet to a point; thence departing said south line of Lot 11 North
00(degree) 01' 45" East 315.00 feet to a point; thence North 89(degree) 58' 15"
East 202.54 feet to a point on the westerly right-of-way line of Rio Bravo Drive
(60 foot right-of-way); thence along the westerly right-of-way line of Rio Bravo
Drive with a curve to the left having a radius of 80.00 feet, a central angle of
54(degree) 27' 38" and a chord which bears South 41(degree) 44' 13" East 73.21
feet, an arc distance of 76.04 feet to a point; thence departing said westerly
right-of-way line of Rio Bravo Drive, South 00(degree) 01' 45" East 132.34 feet
to a point; thence North 89(degree) 58' 15" East, 158.75 feet to a point; thence
South 00(degree) 01' 45" East 128.00 feet to a point on the south line of said
Lot 10; thence along the south line of said Lot 10 South 89(degree) 58' 15" West
210.00 feet to the Point of Beginning.
PARCEL 14: (PIONEER)
A portion of Lots 10 and 11, Block B, EXECUTIVE PARK UNIT "3", City of El Paso,
El Paso County, Texas, and being more particularly described in Volume 27, Page
1, as follows:
BEGINNING at the southwest corner of Executive Park Unit 3, City of El Paso, El
Paso County, Texas, said point also being the southwest corner of Lot 11, Block
B, Executive Park Unit 3; thence North 00(degree) 05' 07" West 289.96 feet along
the westerly line of Lot 11, Block B, Executive Park Unit 3, to a point; thence
North 89(degree) 58' 15" East 233.47 feet to a point; thence North 00(degree)
01' 45" West 50.00 feet to a point; thence North 89(degree) 58' 15" East
30
<PAGE>
EXHIBIT "A-7" continued
108.51 feet to a point; thence North 60(degree) 39' 30" East 136.52 feet to a
point on the westerly right-of-way line of Rio Bravo Drive (60 foot
right-of-way); thence along the westerly right-of-way line of Rio Bravo Drive
South 00(degree) 01' 45" East 71.84 feet to a point, said point being the most
northwesterly corner of Lot 10, Block B, Executive Park Unit 3; thence continue
along the westerly right-of-way line of Rio Bravo Drive and an easterly line of
Lot 10, Block B with a curve to the left having a radius of 80.00 feet, a
central angle of 14(degree) 28' 28" and a chord which bears South 07(degree) 15'
59" East 20.16 feet, an arc distance of 20.21 feet; thence departing Rio Bravo
Drive South 89(degree) 58' 15" West 202.54 feet to a point; thence South
00(degree) 01' 45" East 315.00 feet to a point on the southerly line of
Executive Park Unit 3; thence South 89(degree) 58' 15" West 260.71 feet along
the southerly line of Executive Park Unit 3, to the Point of Beginning.
31
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EXHIBIT "A-8"
Description of Property located in the
County of Greenville, State of South Carolina
PARCEL 1 - CHESTERFIELD BUILDING
Lot 1 of Koger Executive Center as recorded in Plat Book 5D, Page 75 in the
R.M.C. Office for Greenville County, South Carolina.
This being a portion of the property conveyed to Koger Equity of South Carolina,
Inc. by deed of The Koger Company, a Florida corporation, dated September 1,
1988 and recorded September 13, 1988 in the R.M.C. Office for Greenville County,
South Carolina, in Deed Book 1337, Page 766. By Articles and Plan of Merger,
Koger Equity of South Carolina, Inc., merged into Koger Equity, Inc., which
Articles and Plan of Merger was filed of record in the R.M.C. Office of
Greenville, South Carolina, on January 10, 1994 in Deed Book 1546, at Page 287.
PARCEL 2 - ANDERSON BUILDING
Being a portion of Lot 2 of Koger Executive Center as recorded in Plat Book 5D,
Page 75 in the R.M.C. Office for Greenville County, South Carolina, being more
particularly described as follows:
BEGINNING at the northwest corner of said Lot 2, said point being on the
easterly right-of-way line of the most westerly part of Executive Center Drive
(variable R/W), all as shown on said plat; thence along the northerly boundary
of said Lot 2 the following three (3) courses and distances: (1) South
79(degree)45'00" East 223.00 feet, (2) North 10(degree)15'00" East 74.00 feet,
and (3) South 79(degree)45'00" East 161.00 feet to the northeast corner of said
Lot 2; thence along the easterly boundary of said Lot 2, South 10(degree)15'00"
West 408.37 feet to a point on the northerly right-of-way line of the northerly
frontage road of Interstate No. 385 (variable R/W); thence along said
right-of-way line the following four (4) courses and distances: (1) North
82(degree)57'00" West 86.33 feet, (2) North 79(degree)20'00" West 99.57 feet,
(3) North 76(degree)08'00" West 99.60 feet, and (4) North 73(degree)05'00" West
80.00 feet to a point on the easterly right-of-way line of the most westerly
part of Executive Center Drive; thence along the said right-of-way line the
following three (3) courses and distances: (1) North 27(degree)21'21" West 26.43
feet, (2) North 10(degree)15'00" East 285.49 feet, and (3) North
00(degree)25'41" West 17.00 feet to the Point of Beginning.
This being a portion of the property conveyed to Koger Equity of South Carolina,
Inc. by deed of The Koger Company, a Florida corporation, dated September 1,
1988 and recorded September 13, 1988 in the R.M.C. Office for Greenville County,
South Carolina, in Deed Book 1337, Page 766. By Articles and Plan of Merger,
Koger Equity of South Carolina, Inc., merged into Koger Equity, Inc., which
Articles and Plan of
32
<PAGE>
EXHIBIT "A-8" continued
Merger was filed of record in the R.M.C. Office of Greenville, South Carolina,
on January 10, 1994 in Deed Book 1546, at Page 287.
PARCEL 3 - BARNWELL BUILDING
Lot 6 of KOGER EXECUTIVE CENTER according to the plat thereof as recorded in
Plat Book 5D, page 75 in the R.M.C. Office for Greenville County, South
Carolina.
PARCEL 4 - LAURENS BUILDING
BEING a portion of Lot 3 of KOGER EXECUTIVE CENTER as recorded in Plat Book 5D,
page 75, in the R.M.C. Office for Greenville County, South Carolina, being more
particularly described as follows:
Commence at the northeast corner of said Lot 3, said point being the southeast
corner of Lot 5 and also being on the westerly right-of-way of the most easterly
part of Executive Center Drive (variable R/W), all as shown on said plat; thence
along said right-of-way line the following three (3) courses and distances: 1)
South 27(degree)48'00" East 20.00 feet, 2) South 18(degree)05'00" East 30.31
feet, and 3) South 03(degree)04'00" East 26.94 feet to the POINT OF BEGINNING;
thence continue along said right-of-way line the following four (4) courses and
distances: (1) South 03(degree)04'00" East 11.41 feet, 2) South 06(degree)05'48"
West 59.75 feet, 3) South 10(degree)20'00" West 195.00 feet, and 4) South
17(degree)30'00" West 46.11 feet to the intersection with the northerly
right-of-way line of the northerly frontage road of Interstate No. 385 (variable
R/W); thence along said right-of-way line the following five (5) courses and
distances: (1) North 88(degree)23'00" West 3.87 feet, 2) South 01(degree)55'00"
West 5.00 feet, 3) North 84(degree)15'00" West 199.00 feet, 4) North
84(degree)25'00" West 98.80 feet, and 5) North 82(degree)57'00" West 13.75 feet
to a point on the westerly boundary of said Lot 3; thence along the westerly
boundary of said Lot 3 North 10(degree)15'00" East 341.37 feet to the northwest
corner of said Lot 3; thence along the northerly boundary of said Lot 3 South
79(degree)45'00" East 170.00 feet to a point; thence continue South
79(degree)45'00" East 142.87 feet to the Point of Beginning.
PARCEL 5 - MARION BUILDING
Being a portion of Lot 3 and all of Lot 5 of KOGER EXECUTIVE CENTER as recorded
in Plat Book 5D, page 75 in the R.M.C. Office of Greenville County, South
Carolina, being more particularly described as follows:
BEGINNING at the northeast corner of said Lot 3, said point being the southeast
corner of said Lot 5 and also being on the southwesterly right-of-way line of
the most easterly part of Executive Center Drive (variable R/W), all as shown on
said plat; thence along said right-of-way line the following three (3) courses
and distances: 1) South 27(degree)48'00" East 20.00 feet, 2) South
18(degree)05'00" East 30.31 feet, and 3) South 03(degree)04'00" East 26.94
33
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EXHIBIT "A-8" continued
feet to a point; thence North 79(degree)45'00" West 142.87 feet to a point on
the common boundary of said Lots 3 and 5; thence continue along said common
boundary North 79(degree)45'00" West 170.00 feet to the northwest corner of said
Lot 3, said point being a southwest corner of said Lot 5; thence along the
boundary of said Lot 5 the following three (3) courses and distances: 1) North
10(degree)15'00" East 67.00 feet, 2) North 79(degree)45'00" West 120.00 feet,
and 3) North 10(degree)15'00" East 309.06 feet to a point on the southwesterly
right-of-way line of Executive Center Drive; thence along said right-of-way line
the following five (5) courses and distances: 1) South 79(degree)45'00" East
74.47 feet, 2) South 71(degree)39'00" East 50.00 feet, 3) South 56(degree)11'00"
East 50.00 feet, 4) South 36(degree)23'00" East 58.22 feet, and 5) South
27(degree)48'00" East 304.97 feet to the Point of Beginning.
PARCEL 6 - SUMTER BUILDING
Lot 4 of KOGER EXECUTIVE CENTER as recorded in Plat Book 5D, Page 75, in the
R.M.C. Office for Greenville County, South Carolina.
PARCEL 7 - DARLINGTON BUILDING
ALL that certain piece, parcel or lot of land with improvements thereon or to be
constructed thereon, situate, lying and being in the State of South Carolina,
County of Greenville, being a portion of Lot No. 7 of "Koger Executive Center"
according to the plat thereof recorded in the R.M.C. Office for Greenville
County in Plat Book 5D, page 75 and being more particularly described as
follows:
BEGINNING at a point on the northwesterly right-of-way line of Executive Center
Drive, said point being the most southwesterly corner of said Lot No. 7 and the
northeast corner of Lot No. 6, all as shown on the plat, thence along the
southerly, westerly, and northerly boundary of said Lot No. 7 the following four
(4) courses and distances: (1) North 36(degree)18'52" West 107.63 feet, (2)
North 66(degree)18'52" West 204.00 feet, (3) North 23(degree)41'08" East 454.76
feet and (4) North 62(degree)09'00" East 149.51 feet to a point, thence South
28(degree)04'00" East 467.48 feet to a point, thence South 15(degree)00'50" West
197.45 feet to a point on the northwesterly right-of-way line of Executive
Center Drive, thence along said right-of-way line the following six courses and
distances: (1) North 79(degree)45'00" West 38.00 feet, (2) North
86(degree)04'00" West 50.00 feet, (3) South 80(degree)59'00" West 50.00 feet,
(4) South 68(degree)36'00" West 50.00 feet, (5) South 55(degree)46'00" West
50.00 feet and (6) South 47(degree)54'00" West 11.55 feet to the Point of
Beginning.
This being a portion of the property conveyed to Koger Properties, Inc. by deed
of Executive Park Associates recorded May 18, 1973 in the R.M.C. Office for
Greenville County, South Carolina in Deed Book 974 at Page 900.
34
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EXHIBIT "A-8" continued
PARCEL 8 - DORCHESTER BUILDING
Being a portion of Lot No. 7 of KOGER EXECUTIVE CENTER as recorded in Plat Book
5D, page 75 in the R.M.C. Office for Greenville County, South Carolina, and
being more particularly described as follows:
Commence at a southwest corner of Lot No. 7, said point also being the northeast
corner of Lot No. 6 and being on the northerly right-of-way line of Executive
Center Drive (50' R/W), all as shown on said plat; thence along the northerly
right-of-way line of Executive Center Drive the following six (6) courses and
distances: (1) North 47(degree)54'00" East 11.55 feet, (2) North
55(degree)46'00" East 50.00 feet, (3) North 68(degree)36'00" East 50.00 feet,
(4) North 80(degree)59'00" East 50.00 feet, (5) South 86(degree)04'00" East
50.00 feet, and (6) South 79(degree)45'00" East 38.00 feet to the POINT OF
BEGINNING; thence North 15(degree)00'50" East 197.45 feet to a corner of Lot No.
7; thence along the northerly and easterly boundary of Lot No. 7 the following
three (3) courses and distances: (1) North 61(degree)58'02" East 459.10 feet,
(2) South 27(degree)17'10" East 331.84 feet, and (3) South 27(degree)16'38" East
66.99 feet to a point; thence South 62(degree)48'48" West 181.01 feet to a
point; thence South 27(degree)48'24" East 85.53 feet to a point; thence South
62(degree)11'36" West 74.00 feet to a point; thence North 27(degree)48'24" West
79.05 feet to a point; thence South 27(degree)03'23" West 172.13 feet to a point
on the northeasterly right-of-way line of Executive Center Drive; thence along
the northeasterly and northerly right-of-way line of Executive Center Drive the
following eight (8) courses and distances: (1) North 27(degree)48'00" West 94.66
feet, (2) North 34(degree)35'00" West 53.23 feet, (3) North 38(degree)14'00"
West 16.49 feet, (4) North 48(degree)31'00" West 16.70 feet, (5) North
56(degree)24'00" West 17.28 feet, (6) North 60(degree)40'00" West 50.00 feet,
(7) North 73(degree)14'00" West 50.10 feet, and (8) North 79(degree)45'00" West
136.90 feet to the Point of Beginning.
35
<PAGE>
EXHIBIT "A-9"
Description of Property located in the
County of Duval, State of Florida
PARCEL A: (OSBORN BUILDING SITE)
All that certain piece, parcel or tract of land situate, lying, and being a
portion of the J. Summeral Grant, Section 57, and the E. Hudnal Grant, Section
59, Township 3 South, Range 27 East, City of Jacksonville, Duval County,
Florida, and being more particularly described as follows:
Commence at the centerline intersection of Baymeadows Road, (formerly San Clerc
Road) (variable R/W), and Interstate 95 (variable R/W); thence along the
centerline of Baymeadows Road South 89(degree)44'01" West 717.54 feet to a
point; thence South 00(degree)15'59" East 90.00 feet to a point on the southerly
right-of-way line of Baymeadows Road, said point being the end of the limited
access right-of-way of Interstate 95; thence along the southerly right-of-way
line of Baymeadows Road South 89(degree)44'01" West 386.96 feet to the
intersection with the westerly right-of-way line of Freedom Commerce Parkway
(variable R/W) as recorded in Official Records Volume 6569, pages 1273 to 1285
of the current public records of Duval County, Florida; thence along the
westerly right-of-way line of Freedom Commerce Parkway the following eight (8)
courses and distances: (1) with a curve to the right having a radius of 25.00
feet, a central angle of 90(degree)00'00" and a chord which bears South
45(degree)15'59" East 35.36 feet, an arc distance of 39.27 feet; 2) South
00(degree)15'59" East 225.00 feet; 3) South 01(degree)56'50" East 701.45 feet;
4) North 68(degree)53'28" East 23.22 feet; 5) with a curve to the left having a
radius of 542.00 feet, a central angle of 28(degree)54'41" and a chord which
bears South 33(degree)19'30" East 270.60 feet, an arc distance of 273.49 feet;
6) South 47(degree)46'50" East 28.18 feet; 7) with a curve to the right having a
radius of 916.00 feet, a central angle of 34(degree)46'06" and a chord which
bears South 30(degree)23'47" East 547.36 feet, an arc distance of 555.85 feet;
and 8) with a curve to the left having a radius of 1,000.00 feet, a central
angle of 26(degree)36'15" and a chord which bears South 26(degree)18'51" East
460.17 feet, an arc distance of 464.33 feet to the POINT OF BEGINNING; thence
continue along the westerly right-of-way line of Freedom Commerce Parkway the
following three (3) courses and distances: 1) with a curve to the left having a
radius of 1,000.00 feet, a central angle of 14(degree)41'25" and a chord which
bears South 46(degree)57'42" East 255.69 feet, an arc distance of 256.39 feet;
2) with a curve to the right having a radius of 866.14 feet, a central angle of
34(degree)22'49" and a chord which bears South 37(degree)06'59" East 511.96
feet, an arc distance of 519.73 feet, and 3) with a curve to the right having a
radius of 25.00 feet, a central angle of 91(degree)01'28" and a chord which
bears South 25(degree)14'41" West 35.67 feet, an arc distance of 39.71 feet to
the intersection with the northerly right-of-way line of Freedom Crossing Trail
(125' R/W) as recorded in Official Records Volume 6569, pages 1286 to 1288, of
said public records; thence along the northerly right-of-way line of Freedom
Crossing Trail South 70(degree)45'00" West 810.17
36
<PAGE>
EXHIBIT "A-9" continued
feet to a point; thence North 20(degree)18'02" West 137.14 feet to a point;
thence North 17(degree)29'38" East 46.31 feet to a point; thence North
18(degree)17'54" West 70.86 feet to a point; thence North 07(degree)12'17" East
164.32 feet to a point; thence North 45(degree)46'51" East 16.05 feet to a
point; thence South 83(degree)55'02" East 15.98 feet to a point; thence North
48(degree)30'48" East 84.61 feet to a point; thence North 42(degree)16'54" West
2.71 feet to a point; thence North 47(degree)43'06" East 43.55 feet to a point;
thence North 42(degree)16'54" West 111.51 feet to a point; thence North
10(degree)38'11" East 82.77 feet to a point; thence North 49(degree)46'35" East
338.08 feet to the POINT OF BEGINNING.
PARCEL B: (GUNTI BUILDING SITE)
All that certain piece, parcel or tract of land situate, lying, and being a
portion of the J. Summeral Grant, Section 57, and the E. Hudnal Grant, Section
59, Township 3 South, Range 27 East, City of Jacksonville, Duval County,
Florida, and being more particularly described as follows:
Commence at the centerline intersection of Baymeadows Road, (formerly San Clerc
Road) (variable R/W), and Interstate 95 (variable R/W); thence along the
centerline of Baymeadows Road South 89(degree)44'01" West 717.54 feet to a
point; thence South 00(degree)15'59" East 90.00 feet to a point on the Southerly
right-of-way line of Baymeadows Road, said point being the end of the limited
access right-of-way of Interstate 95; thence along the Southerly right-of-way
line of Baymeadows Road, South 89(degree)44'01" West 386.96 feet to the
Intersection with the Westerly right-of-way line of Freedom Commerce Parkway
(variable R/W) as recorded in Official Records Volume 6569, Pages 1273 to 1285
of the Current Public Records of Duval County, Florida, thence along the
Westerly right-of-way line of Freedom Commerce Parkway the following seven (7)
courses and distances: 1) with a curve to the right, having a radius of 25.00
feet, a central angle of 90(degree)00'00" and a chord which bears South
45(degree)15'59" East, 35.36 feet, an arc distance of 39.27 feet; 2) South
00(degree)15'59" East, 225.00 feet; 3) South 01(degree)56'50" East, 701.45 feet;
4) North 68(degree)53'28" East, 23.22 feet; 5) with a curve to the left having a
radius of 542.00 feet, a central angle of 28(degree)54'41" and a chord which
bears South 33(degree)19'30" East, 270.60 feet, an arc distance of 273.49 feet;
6) South 47(degree)46'50" East, 28.18 feet; and 7) with a curve to the right
having a radius of 916.00 feet, a central angle of 09(degree)28'32" and a chord
which bears South 43(degree)02'34" East 151.32 feet, and arc distance of 151.49
feet to the POINT OF BEGINNING; thence continue along the Westerly right-of-way
line of Freedom Commerce Parkway the following two (2) courses and distances: 1)
with a curve to the right having a radius of 916.00 feet, a central angle of
25(degree)17'34" and a chord which bears South 25(degree)39'31" East 401.08
feet, an arc distance of 404.36 feet, and 2) with a curve to the left having a
radius of 1,000.00 feet, a central angle of 26(degree)36'15" and a chord which
bears South 26(degree)18'51" East 460.17 feet, an arc distance of 464.33 feet to
a point; thence South 49(degree)46'35" West 338.08 feet to a point; thence South
10(degree)38'11" West, 82.77 feet to a point; thence South 42(degree)16'54" East
111.51 feet to a point; thence South 47(degree) 43' 06"
37
<PAGE>
EXHIBIT "A-9" continued
West 43.55 feet to a point; thence South 42(degree)16'54" East 2.71 feet to a
point; thence South 48(degree)30'48" West 84.61 feet to a point; thence North
83(degree)55'02" West 15.98 feet to a point; thence South 45(degree)46'51" West
16.05 feet to a point; thence North 34(degree)18'40" West 63.25 feet to a point;
thence North 46(degree)51'57" West 109.24 feet to a point; thence North
09(degree)27'12" West 51.86 feet to a point; thence North 10(degree)52'20" East
99.52 feet to a point; thence North 65(degree)13'50" West 276.24 feet to a
point; thence North 00(degree)18'53" West 186.21 feet to a point; thence North
76(degree)51'48" East 28.46 feet to a point; thence South 72(degree)15'39" East
127.32 feet to a point; thence North 66(degree)59'24" East 21.49 feet to a
point; thence North 31(degree)11'31" West 137.61 feet to a point; thence South
43(degree)04'58" West 24.10 feet to a point; thence North 84(degree)10'26" West
72.56 feet to a point; thence North 01(degree)20'47" East 92.77 feet to a point;
thence North 34(degree)07'18" East 63.10 feet to a point; thence North
81(degree)22'59" East 102.28 feet to a point; thence North 74(degree)21'08" East
137.49 feet to a point; thence North 41(degree)50'28" East 40.69 feet to a
point; thence North 00(degree)29'23" East 26.23 feet to a point; thence North
54(degree)59'02" West 193.62 feet to a point; thence North 47(degree)46'54" West
83.03 feet to a point; thence North 51(degree)04'37" East 272.01 feet to the
POINT OF BEGINNING.
PARCEL C: (JACKSON BUILDING SITE)
All that certain piece, parcel or tract of land lying, situate and being a
portion of the Francis Richard Grant, Section 56 and a portion of Section 26,
Township 3 South, Range 27 East, Duval County, Florida, and being a part of the
lands described in a deed recorded in Official Records Volume 6384, page 762 in
the current public records of Duval County, Florida, and being more particularly
described as follows:
Commence at the intersection of the centerline of Baymeadows Road (formerly San
Clerc Road) (variable R/W) with the centerline of Interstate 95 (variable R/W)
as said rights-of-way now exist; thence along the centerline of Interstate 95
South 29(degree)17'14" East 1,409.20 feet to a point; thence South
60(degree)42'46" West 168.07 feet to a point, said point being on the westerly
right-of-way line of Interstate 95 and also being the northeasterly corner of
the property described in a deed recorded in Official Records Volume 6749, page
1083 of said public records; thence along the westerly right-of-way line of
Interstate 95 the following two (2) courses and distances: 1) South
31(degree)48'59" East 409.52 feet (REC) South 31(degree)50'02" East 409.77 feet
(ACT), and 2) South 29(degree)17'14" East 399.06 feet (REC) South 29(degree) 20'
14" East 399.24 feet (ACT) to the POINT OF BEGINNING; thence continue along the
westerly right-of-way line of Interstate 95 South 29(degree)17'14" East 803.15
feet (REC) South 29(degree)20'14" East 801.67 feet (ACT) to the southeasterly
corner of the lands described in a deed recorded in Official Records Volume
6384, page 762 of said public records; thence along the southerly boundary of
the lands described in a deed recorded in ORV 6384, page 762 of said public
records, North 88(degree)18'01" West 489.57 feet (REC) North 88(degree)28'30"
West 489.81 feet (ACT) to the southwesterly corner of the lands described in
said deed; thence North 34(degree)30'23" West 222.21 feet to a point, said
38
<PAGE>
EXHIBIT "A-9" continued
point being on the easterly right-of-way line of Dix Ellis Trail (60' R/W);
thence along said easterly right-of-way line of Dix Ellis Trail the following
two (2) courses and distances: 1) with a curve to the left having a radius of
180.00 feet, a central angle of 48(degree)11'23" and a chord which bears North
10(degree)24'42" West 146.97 feet, an arc distance of 151.39 feet to a point,
and 2) North 34(degree)30'23" West 319.13 feet to a point, said point being a
southwesterly corner of property described in a deed recorded in Official
Records Volume 6749, page 1083 of said public records; thence North
55(degree)29'37" East 294.00 feet (REC) North 55(degree)30'44" East 293.98 feet
(ACT) to a point; thence South 45(degree)49'34" East 160.70 feet to a point;
thence North 60(degree)42'46" East 83.00 feet (REC) North 60(degree)42'02" East
83.16 feet (ACT) to the Point of Beginning.
PARCEL D: (HAMILTON BUILDING SITE)
All that certain piece, parcel or tract of land situate, lying and being a
portion of the Francis Richard Grant, Section 56 located in Township 3 South,
Range 27 East, Duval County, Florida, and being a part of the property described
in a deed recorded in Official Records Volume 6384, page 762, in the current
public records of Duval County, Florida, and being more particularly described
as follows:
Commence at the intersection of the centerline of Baymeadows Road (formerly San
Clerc Road) (variable R/W) with the centerline of Interstate 95 (variable R/W)
as said rights-of-way now exist; thence along the centerline of Interstate 95
South 29(degree)17'14" East 1,409.20 feet to a point; thence South
60(degree)42'46" West 168.07 feet to the POINT OF BEGINNING, said point being on
the southwesterly right-of-way line of Interstate 95, said point also being on
the northeasterly corner of the property described in said deed; thence along
the southwesterly right-of-way line of Interstate 95 the following two (2)
courses and distances: 1) South 31(degree)48'59" East 409.52 feet (REC) South
31(degree)50'02" East 409.77 feet (ACT), and 2) South 29(degree)17'14" East
399.06 feet (REC) South 29(degree)20'14" East 399.24 feet (ACT) to a point;
thence South 60(degree)42'46" West 83.00 feet (REC) South 60(degree)42'02" West
83.16 feet (ACT) to a point; thence North 45(degree)49'34" West 160.70 feet to a
point; thence South 55(degree)29'37" West 294.00 feet (REC) 55(degree)30'44"
West 293.98 feet (ACT) to a point on the easterly right-of-way line of Dix Ellis
Trail (60' R/W); thence along the easterly right-of-way line of Dix Ellis Trail
North 34(degree)30'23" West 641.61 feet to the northwesterly corner of the
property described in said deed; thence along the northerly boundary of the
property described in said deed North 55(degree)28'46" East 463.61 feet (REC)
North 55(degree)29'37" East 463.41 feet (ACT) to the Point of Beginning.
39
<PAGE>
EXHIBIT "A-10"
Description of Property located in the
County of Orange, State of Florida
PARCEL 1 (KOGERAMA BUILDING/0301) :
Lot 7 except the Southeasterly 6.00 feet thereof, Block C, Orlando Area
Executive Center, Unit One, according to the Plat thereof, as recorded in Plat
Book 1, Pages 29 and 30, Public Records of Orange County, Florida.
PARCEL 2 (INDEPENDENCE BUILDING/0302) :
Lot 1 and a portion of Lots 2 and 4, Block "B", Orlando Area Executive Center,
Unit One, according to the Plat thereof, as recorded in Plat Book 1, Pages 29
and 30, Public Records of Orange County, Florida, said portions of Lots 2 and 4
being more particularly described as follows:
Commence at the Northeast corner of said Lot 4, for the POINT OF BEGINNING;
thence run South 34(degree) 34' 13" East, along the Westerly right-of-way line
of Executive Center Drive, 25.33 feet to a point lying on the North line of the
property described in that certain mortgage recorded in Official Records Book
4240, Page 4113 of said Public Records; thence run South 75(degree) 33' 15"
West, along said North line of the property described in said mortgage, 414.40
feet to a point lying on the West line of aforesaid Block "B", said point also
lying on the Easterly right-of-way line of Woodcock Road and on a non-tangent
curve concave Westerly; thence run Northwesterly along said Easterly
right-of-way line and said non-tangent curve, having a radius length of 2892.17
feet, a central angle of 04(degree) 19' 21", an arc length of 218.19 feet, a
chord distance of 218.14 feet, and a chord bearing of North 04(degree) 10' 20"
East to the Northwest corner of aforesaid Lot 2; thence run South 89(degree) 01'
27" East, along the North line of said Lot 2, a distance of 322.71 feet to the
Northeast corner of said Lot 2, said corner lying on the aforesaid Westerly
right-of-way line of Executive Center Drive and a non-tangent curve concave
Northeasterly; thence run Southeasterly along said Westerly right-of-way line
and said curve, having a radius length of 433.11 feet, a central angle of
12(degree) 18' 32", an arc length of 93.04 feet, a chord length of 92.87 feet,
and a chord bearing of South 28(degree) 24' 57" East to the point of tangency;
thence run South 34(degree) 34' 13" East, along said Westerly right-of-way line,
6.95 feet to the POINT OF BEGINNING.
PARCEL 3 (CARR BUILDING/0303) :
The Easterly 70.75 feet of Lot 9 and all of Lot 10 of Block A, Orlando Area
Executive Center, Unit One, according to the Plat thereof, as recorded in Plat
Book 1, Pages 29 and 30, in the Public Records of Orange County, Florida.
40
<PAGE>
EXHIBIT "A-10" continued
PARCEL 4 (ROCKBRIDGE BUILDING/0304) :
The North 143.47 feet of Lot 5 and the South 156.53 feet of Lot 6, Block A of
Orlando Area Executive Center, Unit One, according to the Plat thereof, as
recorded in Plat Book 1, Pages 29 and 30, of the Public Records of Orange
County, Florida.
PARCEL 5 (SARATOGA BUILDING/0305) :
Lot 3 and a part of Lots 2 and 4 of Block B, Orlando Area Executive Center, Unit
One, according to the Plat thereof, as recorded in Plat Book 1, Pages 29 and 30
in the Public Records of Orange County, Florida, said part of Lots 2 and 4 being
more particularly described as follows:
Commence at the most Easterly corner of Lot 2, said point also being the
Northeast corner of Lot 4 and being on the Southwesterly right-of-way line of
Executive Center Drive (80' R/W), all as shown on said plat; thence along the
Southwesterly right-of-way line of Executive Center Drive South 34(degree) 34'
13" East 25.33 feet to the POINT OF BEGINNING; thence continue along the
Southwesterly right-of-way line of Executive Center Drive the following two (2)
courses and distances: 1) South 34(degree) 34' 13" East 134.67 feet, and 2) with
a curve to the right having a radius of 30.00 feet, a central angle of
90(degree) 00' 00" and a chord which bears South 10(degree) 25' 47" West 42.43
feet, an arc distance of 47.12 feet to a point on the Northwesterly right-of-way
line of McCrory Place (60' R/W); thence along the Northwesterly right-of-way
line of McCrory Place South 55(degree) 25' 47" West 220.00 feet to the Southwest
corner of Lot 4; thence along the common line of Lots 3 and 4 North 34(degree)
34' 13" West 190.00 feet to a point on the Southeasterly line of Lot 2; said
point also being the Northwest corner of Lot 4 and the Northeast corner of Lot
3; thence along the common line of Lots 2 and 3 South 55(degree) 25' 47" East
232.10 feet to a point on the Southeasterly right-of-way line of Woodcock Road
(60' R/W); thence along the Southeasterly right-of-way line of Woodcock Road the
following two (2) courses and distances: 1) with a curve to the right having a
radius of 1,891.73 feet, a central angle of 04(degree) 30' 42" and a chord which
bears North 04(degree) 05' 04" East 148.92 feet, an arc distance of 148.96 feet,
and 2) with a curve to the left having a radius of 2,892.17 feet, a central
angle of 00(degree) 00' 25" and a chord which bears North 06(degree) 20' 13"
East .35 feet, an arc distance of .35 feet to a point; thence North 75(degree)
33' 15" East 414.40 feet to the POINT OF BEGINNING.
PARCEL 6 (ST. PAUL BUILDING/0306) :
The North 20.00 feet of Lot 8, and all of Lot 9, except the Easterly 70.75 feet
thereof, Block A, Orlando Area Executive Center, Unit One, according to the Plat
thereof, as recorded in Plat Book 1, Pages 29 and 30, Public Records of Orange
County, Florida.
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EXHIBIT "A-10" continued
PARCEL 7 (TEDDER BUILDING/0307) :
The North 20.00 feet of Lot 3, all of Lot 4, and all of Lot 5 except the North
143.47 feet, Block A, Orlando Area Executive Center, Unit One, according to the
Plat thereof, as recorded in Plat Book 1, Pages 29 and 30, in the Public Records
of Orange County, Florida.
PARCEL 8 (ESSEX BUILDING/0308) :
Lots 1 and 2 and the Southeasterly 6.0 feet of Lot 7, Block C, Orlando Area
Executive Center, Unit One, according to the Plat thereof, recorded in Plat Book
1, Pages 29 and 30, of the Public Records of Orange County, Florida, excepting
therefrom the Easterly 20.0 feet of Lots 2 and 7.
PARCEL 9 (PALMETTO BUILDING/0309) :
Lot 8 (LESS the North 161.0 feet), all of Lot 7, and Lot 6 (LESS the South
156.53 feet) Block A, Orlando Area Executive Center, Unit One, as recorded in
Plat Book 1, Pages 29 and 30, Public Records of Orange County, Florida.
PARCEL 10 (ENTERPRISE BUILDING/0310) :
Lots 1 and 2, Block E, Orlando Area Executive Center, Unit One, according to the
Plat thereof recorded in Plat Book 1, Pages 29 and 30, of the Public Records of
Orange County, Florida.
PARCEL 11 (PRINCETON BUILDING/0311) :
The Southerly 141.00 feet of the Northerly 161.00 feet of Lot 8, Block A,
Orlando Area Executive Center, Unit One, according to the Plat thereof, as
recorded in Plat Book 1, Pages 29 and 30, in the Public Records of Orange
County, Florida.
PARCEL 12 (AMHERST BUILDING/0312) :
Lot 1, Block F, Orlando Area Executive Center, Unit One, according to the Plat
thereof, as recorded in Plat Book 1, Pages 29 and 30, Public Records of Orange
County, Florida, and the Westerly 73.00 feet of Lot 2, Block F, Orlando Area
Executive Center, Unit Two, according to the Plat thereof, as recorded in Plat
Book 3, Pages 41 and 42, Public Records of Orange County, Florida.
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EXHIBIT "A-10" continued
PARCEL 13 (BENNINGTON BUILDING/0313) :
Lot 4, LESS the Westerly 200.00 feet thereof and all of Lot 5 of Block D,
Orlando Area Executive Center, Unit Two, according to the Plat thereof, as
recorded in Plat Book 3, Pages 41 and 42, in the Public Records of Orange
County, Florida.
PARCEL 14 (PORTERFIELD BUILDING/0314) :
The Easterly 20.00 feet of Lot 2, all of Lots 3, 4, 5 and 6, and the
Southeasterly 6.00 feet of the Easterly 20.00 feet of Lot 7, of Block C, Orlando
Area Executive Center, Unit One, according to the Plat thereof, as recorded in
Plat Book 1, Pages 29 and 30, of the Public Records of Orange County, Florida.
PARCEL 15 (BAINBRIDGE BUILDING/0315) :
The East 215.0 feet of the West 288.0 feet of Lot 2, Block F, Orlando Area
Executive Center, Unit Two, according to the Plat thereof, as recorded in Plat
Book 3, Pages 41 and 42, Public Records of Orange County, Florida.
PARCEL 16 (LEXINGTON BUILDING/0316) :
Lots 1 and 2, Block D of Orlando Area Executive Center, Unit One, according to
the Plat thereof, as recorded in Plat Book 1, Pages 29 and 30, of the Public
Records of Orange County, Florida; and the Westerly 200 feet of Lots 3 and 4,
Block D of Orlando Area Executive Center, Unit Two, according to the Plat
thereof, as recorded in Plat Book 3, Pages 41 and 42, of the Public Records of
Orange County, Florida.
PARCEL 17 (COMMODORE BUILDING/0317) :
The East 100 feet of Lot 3 and all of Lot 6, Block D, Orlando Area Executive
Center, Unit Two, as recorded in Plat Book 3, Pages 41 and 42, of the Public
Records of Orange County, Florida; also being described as follows:
Commence at the Southwest corner of Section 20, Township 22 South, Range 30
East; thence North 00(degree) 20' 58" East along the West line of said Section
20, a distance of 1084.45 feet to a point on the Northerly right-of-way line for
Maguire Boulevard; thence from a tangent bearing of North 37(degree) 13' 46"
East run Northeasterly along the arc of a curve concave Southeasterly having a
radius of 1790.0 feet and a central angle of 18(degree) 12' 01" a distance of
568.60 feet to the point of tangency of said curve; thence North 55(degree) 25'
47" East along said Northerly right-of-way line 1276.74 feet to the Westerly
right-of-way line for Lawton Road; thence North 34(degree) 34' 13" West along
said Westerly right-of-way line 200.0 feet for a POINT OF BEGINNING; thence
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South 55(degree) 25' 47" West 400.00 feet; thence North 34(degree) 34' 13" West
200.00 feet to the Southerly right-of-way line for
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EXHIBIT "A-10" continued
McCrory Place, thence North 55(degree) 25' 47" East along said Southerly
right-of-way line 44.33 feet to the point of curvature of a curve concave
Northwesterly having a radius of 191.78 feet; thence Northeasterly along the arc
of said curve through a central angle of 54(degree) 27' 14" a distance of 182.27
feet to the point of reverse curvature of a curve concave Southeasterly having a
radius of 30.0 feet; thence Northeasterly along the arc of said curve through a
central angle of 90(degree) 00' 00" a distance of 47.12 feet to the point of
tangency of said curve; thence South 89(degree) 01' 27" East along the Southerly
right-of-way line for Lawton Road 103.0 feet to the point of curvature of a
curve concave Southwesterly having a radius of 176.71 feet; thence Southeasterly
along the arc of said curve through a central angle of 54(degree) 27' 14" a
distance of 167.95 feet to the point of tangency of said curve; thence South
34(degree) 34' 13" East 83.59 feet to the POINT OF BEGINNING.
PARCEL 18 (HOLLISTER BUILDING/0318) :
Being the East 12.0 feet of Lot 2 and all of Lot 3, Block "F", of Orlando Area
Executive Center, Unit Two as recorded in Plat Book 3, Pages 41 and 42, and a
portion of Lot 4, Block "F" of Orlando Area Executive Center, Unit Three, as
recorded in Plat Book 5, Page 121, all of the Public Records of Orange County,
Florida, being more particularly described as:
Commence at the Southwest corner of Section 20, Township 22 South, Range 30
East; thence North 00(degree) 20' 58" East along the West line of said Section,
a distance of 1084.45 feet to a point on the Northerly right-of-way line for
Maguire Boulevard; thence from a tangent bearing of North 37(degree) 13' 46"
East run Northeasterly along the arc of a curve concave Southeasterly having a
radius of 1790.0 feet and a central angle of 18(degree) 12' 01" a distance of
568.60 feet to the point of tangency of said curve; thence North 55(degree) 25'
47" East along said Northerly right-of-way line 1336.74 feet to the
Northeasterly right-of-way line for Lawton Road; thence North 34(degree) 34' 13"
West along said Northeasterly right-of-way line 283.59 feet to the point of
curvature of a curve concave Southwesterly having a radius of 236.71 feet;
thence Northwesterly along the arc of said curve through a central angle of
24(degree) 16' 24" a distance of 100.28 feet for a POINT OF BEGINNING; thence
continue Northwesterly along the arc of said curve and the Northerly
right-of-way line for Lawton Road, through a central angle of 30(degree) 10' 50"
a distance of 124.69 feet to the point of tangency of said curve; thence North
89(degree) 01' 27" West along said right-of-way line for Lawton Road a distance
of 312.0 feet; thence North 00(degree) 58' 33" East, 200.00 feet; thence South
89(degree) 01' 27" East, 431.0 feet; thence South 00(degree) 58' 33" West,
232.09 feet to the POINT OF BEGINNING.
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EXHIBIT "A-10" continued
PARCEL 19 (YORKTOWN BUILDING/0319) :
Part of Lots 4 and 6 and all of Lot 5, Block F, of Orlando Area Executive
Center, Unit Three, according to the Plat thereof, as recorded in Plat Book 5,
Page 121, of the Public Records of Orange County, Florida, being more
particularly described as follows:
BEGINNING at the intersection of the Northwesterly right-of-way line of Maguire
Boulevard (100' R/W) with the Northeasterly right-of-way line of Lawton Road
(60' R/W), all as shown on said Plat; thence along the Northeasterly
right-of-way line of Lawton Road the following two (2) courses and distances: 1)
North 34(degree) 34' 13" West 283.59 feet, and 2) with a curve to the left,
having a radius of 236.71 feet and a central angle of 24(degree) 16' 24", an arc
distance of 100.28 feet to a point; thence North 00(degree) 58' 33" East 232.09
feet to a point on the Northerly boundary of said Block F; thence along the
Northerly boundary of said Block F South 89(degree) 01' 27" East 414.40 feet to
a point; thence South 00(degree) 58' 33" West 75.00 feet to a point; thence
South 34(degree) 34' 13" East 276.56 feet to a point on the Northwesterly
right-of-way line of Maguire Boulevard; thence along the Northwesterly
right-of-way line of Maguire Boulevard the following two (2) courses and
distances: 1) with a curve to the left, having a radius of 2,000.00 feet and a
central angle of 05(degree) 21' 58", an arc distance of 187.31 feet, and 2)
South 55(degree) 25' 47" West 220.52 feet to the POINT OF BEGINNING.
PARCEL 20 (FORRESTAL BUILDING/0320) :
Lot 2 and part of Lots 1 and 3, Block A, Orlando Area Executive Center, Unit
One, according to the Plat thereof, as recorded in Plat Book 1, Pages 29 and 30,
of the Public Records of Orange County, Florida, being more particularly
described as follows:
Beginning at the intersection of the Northwesterly right-of-way line of Maguire
Boulevard (100' R/W) with the Westerly right-of-way line of Woodcock Road (60'
R/W), all as shown on said plat; thence along the Northwesterly right-of-way
line of Maguire Boulevard with a curve to the left, having a radius of 1,790.00
feet and a central angle of 05(degree) 23' 04", an arc distance of 168.72 feet
to the most Easterly corner of that certain property described in a deed
recorded in Official Records Book 2302, Page 482, in said Public Records; thence
along the boundary of the property described in said deed the following two (2)
courses and distances: 1) North 58(degree) 48' 42" West 202.79 feet, and 2)
North 89(degree) 39' 35" West 112.65 feet; to a point on the Westerly boundary
of said Block A; thence along the Westerly boundary of said Block A North
00(degree) 20' 25" East 205.80 feet to a point; thence South 89(degree) 39' 35"
East 246.69 feet to a point on the Westerly right-of-way line of Woodcock Road;
thence along the Westerly right-of-way line of Woodcock Road the following two
(2) courses and distances: 1) with a curve to the left, having a radius of
282.81 feet and a central angle of 27(degree) 18' 42", an arc distance of 134.81
feet, and 2) South 46(degree) 41' 20" East 100.00 feet to the POINT OF
BEGINNING.
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EXHIBIT "A-10" continued
PARCEL 21 (CHANDLER BUILDING/0321) :
Lot 3, Block E, Orlando Area Executive Center, Unit Two, according to the Plat
thereof, as recorded in Plat Book 3, Pages 41 and 42, Public Records of Orange
County, Florida.
PARCEL 22 (LANGLEY BUILDING/0322) :
A part of Lot 6 and all of Lot 7 of Block F, Orlando Area Executive Center, Unit
Three, according to the Plat thereof, as recorded in Plat Book 5, Pages 121 and
122, in the Public Records of Orange County, Florida, being more particularly
described as follows:
Commence at the intersection of the Northwesterly right-of-way line of Maguire
Boulevard (100' R/W) with the Northeasterly right-of-way line of Lawton Road
(60' R/W), all as shown on said Plat; thence along the Northwesterly
right-of-way line of Maguire Boulevard the following two (2) courses and
distances: 1) North 55(degree) 25' 47" East 220.52 feet, and 2) with a curve to
the right having a radius of 2,000.00 feet, a central angle of 05(degree) 21'
58" and a chord which bears North 58(degree) 06' 46" East 187.24 feet, an arc
distance of 187.31 feet to the POINT OF BEGINNING, said point being the
Southwesterly corner of Lot 6; thence along the Southwesterly line of Lot 6
North 34(degree) 34' 13" West 276.56 feet to a point; thence North 00(degree)
58' 33" East 75.00 feet to a point on the Northerly boundary of said Plat;
thence along the Northerly boundary of said Plat South 89(degree) 01' 27" East
1,324.29 feet to the most Easterly corner of Lot 7, said point being on the
Northerly right-of-way line of Maguire Boulevard; thence along the Northerly and
Northwesterly right-of-way line of Maguire Boulevard the following two (2)
courses and distances: 1) South 84(degree) 46' 43" West 376.18 feet, and 2) with
a curve to the left having a radius of 2,000.00 feet, a central angle of
23(degree) 58' 58" and a chord which bears South 72(degree) 47' 14" West 831.06
feet, an arc distance of 837.16 feet to the POINT OF BEGINNING.
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[NOTE: Be sure to attach Exhibit A "Description of Security" to this document.]
Exhibit (10) (J) (5)
CERTIFICATION OF BORROWER
The Northwestern Mutual Life
Insurance Company
720 East Wisconsin Avenue
Milwaukee, WI 53202
Re: $190,000,000.00 Loan to Koger Equity, Inc., a Florida corporation
("Borrower") Northwestern Loan No. C-331971
Gentlemen:
Pursuant to paragraph 38 of the Loan Application dated July 29, 1996
and accepted by The Northwestern Mutual Life Insurance Company ("Northwestern")
on September 10, 1996 (the "Commitment"), Borrower certifies to you that (i) all
leases have been made available for review by Northwestern, (ii) all information
submitted to Northwestern in connection with the Loan is true and complete to
the best of Borrower's knowledge, (iii) except as disclosed in the Environmental
Reports prepared by Law Engineering in connection with the Loan, the surveys
certified to Northwestern in connection with the Loan, or other written report
delivered by Borrower to Northwestern and to the best of Borrower's knowledge:
(a) no underground storage tanks, asbestos, urea formaldehyde
insulation, PCB's, petroleum products, drums, materials spills, present
or past dumping or fill, discolored or disturbed soil, noxious odors,
monitoring wells, roads or trails with no apparent outlet or purpose,
hazardous substances, toxic substances, radon or other material that is
a hazard to health, safety or property values, or could be a violation
of any law or regulation are located on the Property, except materials
of a nature and in such quantities as are ordinarily and customarily
used, in each case in compliance with applicable laws (i) by tenants of
the Property pursuant to uses permitted in their respective leases and
(ii) in connection with the routine operation and maintenance of the
Property;
(b) no part of the Property contains a cemetery or burial ground;
(c) that (i) all improvements located on the Property were in
compliance with applicable wetlands regulations in effect at the time
such improvements were constructed, (ii) Borrower has not received any
notice that new wetlands areas have been designated on the Property
since the time the improvements were constructed, and (iii) no portion
of the Property necessary for the use and enjoyment of the improvements
contains any area designated as wetlands by any governmental authority
having jurisdiction;
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(d) the Property is not located in a flood plain;
(e) the Property and improvements described in the Commitment are
legally occupied and do not violate any existing environmental,
building, zoning, use, Development of Regional Impact and concurrency
laws or other applicable laws, affecting Borrower or the Property with
which the failure to comply would have a material adverse effect on any
Building;
(f) Borrower has not received any notice that the Property is not in
compliance with the Americans with Disabilities Act;
(g) the Property is adequately served for the current use and operation
of the Property by public water and sewage systems and electricity,
with the exception of the Jacksonville/Bay Meadow property, which is
served by United Waterworks (a private utility regulated by the State
of Florida);
(h) the Property has not suffered any material damage and the condition
of the Property has not materially changed since the date of the Loan
Application;
(i) with respect to each Park identified on Exhibit "A" attached
hereto, each Park exists on land identified with such numbers of
buildings as set forth on Exhibit "A" and each such Park contains
approximately the cumulative building square footage as set forth for
such Park on Exhibit "A"; and
(j) except for that certain lease dated March 14, 1989 by and between
Carolina Casualty Insurance Company as Lessee and Borrower as successor
Landlord (as amended from time to time), no lease in effect for any
part of the Property contains an option to purchase any part of the
Property.
Koger Equity, Inc. acknowledges that The Northwestern Mutual Life
Insurance Company is relying upon the certifications contained herein in making
the Loan described in the Commitment.
All capitalized terms used herein shall have the meaning ascribed to
them in the Commitment.
Dated as of December 16, 1996. KOGER EQUITY, INC., a Florida
corporation
By: /s/ J. C. Teagle
(corporate seal)
Attest: /s/ Mary H. McNeal
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