EXHIBIT 10(d)
▇▇▇▇▇▇▇ 1182632v4
--------------------------------------
RECORDING REQUESTED
BY AND WHEN
RECORDED RETURN TO:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇, PLLC
P.O. Drawer 84
Winston-Salem, NC 27102
--------------------------------------
ASSIGNMENT OF LEASES
DEFINED TERMS
----------------------------------------------------------------------------------------------------------------------------------
Loan: A first mortgage loan in an amount of Eighty-Five
Execution Date: December 17, 2002 Million and No/100 Dollars ($85,000,000.00) from Assignee to
Assignor
----------------------------------------------------------------------------------------------------------------------------------
Assignor:
▇▇▇▇▇ ▇▇▇▇▇▇▇, LLC, a Delaware limited liability company, whose address is ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.
----------------------------------------------------------------------------------------------------------------------------------
Assignee: and
Metropolitan Life Insurance Metropolitan Life Insurance Company
Company ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
Real Estate Investments Alpharetta, Georgia ▇▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Attention: Vice-President or
Morristown, New Jersey 07960 Associate General Counsel
Attention: Senior Vice-President
------------------------------------------------------------- --------- -------------------------------------------------------
Note: A Promissory Note executed by Assignor in favor of Assignee in the amount
of the Loan dated as of the Execution Date. Deed To Secure Debt: A Deed To
Secure Debt, Security Agreement and Fixture Filing dated as of the Execution
Date, executed by Assignor to Assignee securing repayment of the Note. The Deed
To Secure Debt will be recorded in the records of the County in which the
Property is located.
------------------------------------------------------------- --------- -------------------------------------------------------
THIS ASSIGNMENT OF LEASES (this "Agreement") is entered into by Assignor as of
the Execution Date in favor of Assignee and affects the Property as hereinafter
described. Certain terms used in this Agreement are defined in the Defined Terms
on page 1.
R E C I T A L S
A. Assignee has loaned or will loan to Assignor the Loan which is evidenced
by the Note and includes all extensions, renewals, modifications and amendments.
The payment of the Note is secured by the Deed To Secure Debt which encumbers
Assignor's interest in the real property described in Exhibit A attached to this
Agreement (the "Land") and Assignor's interest in the improvements and personal
property and equipment situated on the Land (the "Improvements") (collectively,
the "Property"); and
1
B. Assignor desires to absolutely, presently and unconditionally assign to
Assignee all of its right, title and interest in and to (i) all leases which now
exist that are described in Exhibit B attached to this Agreement, (ii) all
leases entered into after the date of this Agreement, (iii) all lease
extensions, modifications, amendments, expansions and renewals of the leases
described in (i) and (ii), and (iv) all guarantees of lessees' obligations and
extensions, modifications, amendments and renewals of any guarantees of any of
the leases. The documents described in this Recital B are collectively referred
to as the "Leases".
NOW THEREFORE, in consideration of the Recitals and for good and valuable
consideration, ▇▇▇▇▇▇▇▇ agrees with Assignee and its successors and assigns as
follows:
1. Payment of Note. Assignor desires to secure (a) the timely payment of
the principal of and interest on the Note and all other indebtedness secured by
the Deed To Secure Debt; and (b) the full compliance with the terms, conditions,
covenants and agreements contained in the Note, the Deed To Secure Debt and the
other documents executed by Assignor in connection with the Loan.
2. Present and Absolute Assignment of Leases. Assignor absolutely,
presently and unconditionally grants, assigns and transfers to Assignee all of
Assignor's right, title and interest in and to the Leases. This grant includes
without limitation: (a) all rent payable under the Leases; (b) all tenant
security deposits held by Assignor pursuant to the Leases; (c) all additional
rent payable under the Leases; (d) all proceeds of insurance payable to Assignor
under the Leases and all awards and payments on account of any taking or
condemnation; and (e) all claims, damages and other amounts payable to Assignor
in the event of a default under or termination of any of the Leases, including
without limitation all of Assignor's claims to the payment of damages arising
from any rejection by a tenant of any Lease under the Bankruptcy Code as amended
from time to time. All of the items referred to in this Section 2 are
collectively referred to in this Agreement as the "Income".
3. No Cancellation or Modification of Leases. Assignor covenants and agrees
that, without the prior written consent of Assignee, it will not (a) cancel or
terminate any Approval Lease (as defined in the Deed to Secure Debt) or accept a
surrender of any Approval Lease (except in the event of a default) except as
provided in Section 5.03(b) of the Deed to Secure Debt; (b) reduce the rent or
additional rent or accept payment of any installment of rent under any Approval
Lease more than one month in advance of its due date (except security deposits);
(c) modify or amend any Approval Lease except as provided in Section 5.03(b) of
the Deed to Secure Debt; or (d) consent to an assignment of the tenant's
interest or to a subletting of any Approval Lease unless the tenant remains
liable under the Approval Lease following the assignment or subletting.
If any of these acts described in this Section 3 are done without the consent of
Assignee, at the option of Assignee, they shall be of no force or effect and
shall constitute a breach of the terms of this Agreement and of the Deed To
Secure Debt.
4. Specific Covenants of Assignor. Assignor covenants and agrees:
(a) To perform fully all material obligations, duties, and agreements
of landlord under the Leases.
(b) At Assignor's sole cost and expense, to appear in and defend any
action or proceeding arising under the Leases or which is connected with the
obligations, duties or liabilities of landlord, tenant or any guarantor and to
pay all costs and expenses of Assignee, including reasonable attorneys' fees, in
any action or proceeding in which Assignee may appear.
(c) If Assignor fails to make any payment or to do any acts required
by this Agreement, then Assignee may in its sole discretion and without notice
to Assignor perform Assignor's obligations under the Leases as Assignee may deem
necessary, at Assignor's cost and expense. These acts may include without
limitation appearing in and defending any proceeding connected with the Leases,
including without limitation any proceedings of any tenants under the Bankruptcy
Code. No action by Assignee shall release Assignor from its obligation under
this Agreement. Assignor irrevocably appoints Assignee its true and lawful
attorney to exercise it rights under this Agreement, which appointment is
coupled with an interest.
2
(d) To pay immediately upon demand all sums expended by Assignee under
this Agreement, together with interest at the Default Rate (as defined in the
Note). These expenditures shall be secured by the Deed To Secure Debt.
(e) If a petition under the Bankruptcy Code shall be filed by or
against Assignor and Assignor, as landlord, shall determine to reject any lease
pursuant to Section 365(a), then Assignee shall have the right, but not the
obligation, to demand that Assignor assume and assign the lease to Assignee and
Assignor shall provide adequate assurance of future performance under the lease.
(f) Assignee's rights under this Agreement may be exercised either
independently of or concurrently with any other right in this Agreement, the
Deed To Secure Debt or in any other document securing the Note. No action taken
by Assignee under this Agreement shall cure or waive any default nor affect any
notice under the Deed To Secure Debt.
5. Leasing of Property. Assignor covenants and agrees to keep the Property
leased at fair market rental and, upon demand, to confirm in writing the
assignment to Assignee of all subsequent Leases of the Property upon the terms
set forth in this Agreement. Notwithstanding the preceding sentence, the terms
and provisions of this Agreement shall apply automatically to any Leases entered
into after the Execution Date.
6. Representations and Warranties. Assignor makes the following
representations and warranties in connection with the Leases: (a) Assignor has
not executed any prior assignment of its right, title and interest in the
Leases, or of the Income; (b) Assignor has not done any act which might prevent
Assignee from exercising its rights under this Agreement; (c) except only for
rent and additional rent for the current month and security deposits, Assignor
has not accepted under any of the Leases any payment of advance rent or
additional rent in an amount that is more than one month's rent and additional
rent; (d) there is no material default now existing under any of the Leases and
to Assignor's best knowledge, no event has occurred and is continuing which
would constitute an event of default but for the requirement that notice be
given in accordance with the terms of the Lease; (e) Assignor has delivered to
Assignee true and correct copies of all of the Leases described on Exhibit B
which is attached to this Agreement; and (f) all Leases are in full force and
effect without any oral or written modification except as set forth in writing
in the copies delivered to Assignee.
7. License to Collect Monies Until Default by Assignor. So long as no Event
of Default (as defined in the Deed To Secure Debt) exists and so long as there
is no default by Assignor under this Agreement or under any of the Leases (all
of the foregoing are collectively referred to as, a "Default"), Assignor shall
have a license to receive and use all Income. This license shall be terminable
at the sole option of Assignee, without regard to the adequacy of its security
under this Agreement or under the Deed To Secure Debt and without notice to
Assignor, if there is a Default.
8. Entry by Assignee and Receiver. Upon an Event of Default, Assignee is
authorized either in person or by agent, with or without bringing any action or
proceeding or having a receiver appointed by a court, (a) to enter upon, take
possession of, manage and operate the Property and collect the Income, and (b)
to make, enforce, modify, and accept the surrender of the Leases. Assignee is
authorized to take these actions either with or without taking possession of the
Property. In connection with this entry, Assignor authorizes Assignee to perform
all acts necessary for the operation and maintenance of the Property. Assignee
may sue for or otherwise collect all Income, including those past due and
unpaid, and apply the Income, less costs and expenses of operation and
collection, including reasonable attorneys' fees, to the indebtedness secured by
the Deed To Secure Debt in such order as Assignee may determine. Assignee's
exercise of its rights under this Section shall not be deemed to cure or waive
any Default.
3
9. Indemnification. Assignor shall indemnify Assignee against and hold it
harmless from any and all liability, claims, loss or damage which it may incur
under the Leases or under this Agreement.
10. Mortgagee in Possession. To the fullest extent permitted by law,
neither the assignment of Income to Assignee nor the exercise by Assignee of any
of its rights or remedies under this Agreement, including without limitation,
the entering into possession or the appointment of a receiver shall be deemed to
make Assignee a "mortgagee-in-possession" or otherwise liable with respect to
the Property. Although Assignee has the right to do so, it shall not be
obligated to perform any obligation under the Leases by reason of this
Agreement. To the fullest extent permitted by law, neither this Agreement nor
any action or inaction on the part of Assignee shall constitute an assumption on
the part of Assignee of any obligation or liability under any of the Leases.
11. Satisfaction and Termination. Upon the payment in full of the Loan, as
evidenced by the recording of a Satisfaction of the Deed To Secure Debt, this
Agreement shall be void and of no effect.
12. Tenants Entitled to Rely on Assignee's Requests. Assignor irrevocably
authorizes and directs the tenants and their successors, upon receipt of any
written request of Assignee stating that a Default exists, to pay to Assignee
the Income due and to become due under the Leases. Assignor agrees that the
tenants shall have the right to rely upon any such statement without any
obligation to inquire as to whether a Default actually exists and regardless of
any claim of Assignor to the contrary. Assignor agrees that it shall have no
claim against the tenants for any Income paid by the tenants to Assignee. Upon
the curing of all Defaults, Assignee shall give written notice to the tenants to
recommence paying the rents to Assignor.
13. Successors and Assigns. This Agreement shall be binding upon the
successors and assigns of Assignor and shall inure to the benefit of and be
enforceable by Assignee, its successors and assigns and any trustee appointed
for the benefit of the holder of the Note. If more than one person, corporation,
partnership or other entity shall execute this Agreement, then the obligations
of the parties executing the Agreement shall be joint and several.
14 Notices. All notices pursuant to this Agreement shall be given in
accordance with the Notice provision of the Deed To Secure Debt, which is
incorporated into this Agreement by this reference.
15. Governing Law. This Agreement shall be governed and construed by the
laws of the State in which the Property is located.
16. Miscellaneous. This Agreement may be modified, amended, waived, or
terminated only by an instrument in writing signed by the party against which
enforcement of such modification, amendment, waiver, or termination is sought.
No failure or delay in exercising any of these rights shall constitute a waiver
of any Default. Assignor, at its expense, will execute all documents and take
all action that Assignee from time to time may reasonably request to preserve
and protect the rights provided under this Agreement. The headings in this
Agreement are for convenience of reference only and shall not expand, limit or
otherwise affect the meanings of the provisions. This Agreement may be executed
in several counterparts, each of which shall be an original, but all of which
shall constitute one document.
17. Liability of Assignor. Liability under this Agreement is limited in the
same manner and to the same extent as liability is limited under Section 11 of
the Note and Article IX of the Deed To Secure Debt.
4
IN WITNESS WHEREOF, this Assignment of Leases is executed under seal as of
the Execution Date.
▇▇▇▇▇ RAVINIA, LLC,
a Delaware limited liability company
By: /S/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
[Seal]
Signed, sealed and delivered in the presence of:
/S/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
--------------------------------
Unofficial Witness
/S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
Notary Public
(Notarial Seal)
5
EXHIBIT A
LEGAL DESCRIPTION
THREE RAVINIA DRIVE, ATLANTA, GEORGIA
PARCEL ONE (FEE)
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 347 of the 18th
District of DeKalb County, Georgia, being more particularly described as
follows:
TO FIND THE TRUE POINT OF BEGINNING, commence at a Georgia DOT concrete monument
located on the northern right-of-way line of Interstate 285 (having a variable
right-of-way width), 20.24 feet West of the northeastern right-of-way line of
▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ Road (having a variable right-of-way width), and run thence N
80(Degree) 03' 05" E a distance of 20.24 feet to a point, thence N 80(degree)
03' 05" E a distance of 839.96 feet to a concrete right-of-way monument; thence
N 69(degree) 56' 48" E a distance of 397.59 feet to a point; thence N 00(degree)
59' 05" E a distance of 223.60 feet to a point; thence N 89(degree) 00' 55" W a
distance of 132.60 feet to a point, said point being the TRUE POINT OF
BEGINNING. From the TRUE POINT OF BEGINNING as thus established, run thence N
89(degree) 00' 55" W a distance of 79.22 feet to a point; thence S 45(degree)
59' 05" W a distance of 46.48 feet to a point; thence N 44(degree) 00' 55" W a
distance of 41.83 feet to a point, thence N 00(degree) 59' 05" E a distance of
111.72 feet to a point; thence N 20(degree) 58' 57" E a distance of 100.00 feet
to a point; thence N 00(degree) 59' 05" E a distance of 131.32 feet to a point;
thence N 11(degree) 59' 14" W a distance of 189.52 feet to a point; thence N
00(degree) 59' 05" E a distance of 145.57 feet to a point; thence N 89(degree)
00' 55" W a distance of 45.64 feet to a point, thence S 00(degree) 58' 41" W a
distance of 12.44 feet to a point, thence N 89(degree) 01' 19" W a distance of
24.00 feet to a point, thence N 00(degree) 58' 41" E a distance of 63.00 feet to
a point; thence N 26(degree) 04' 04" W a distance of 35.19 feet to a point,
thence N 00(degree) 58' 41" E a distance of 137.00 feet to a point, thence N
88(degree) 41' 58" E a distance of 27.69 feet to a point, thence S 89(degree)
00' 55" E a distance of 242.00 feet to a point, thence S 00(degree) 59' 05" W
with a distance of 683.67 feet to a point, thence S 20(degree) 58' 57" W a
distance of 99.40 feet to a point, thence S 00(degree) 59' 05" W a distance of
106.90 feet to a point, said point being the TRUE POINT OF BEGINNING.
The above-described property contains 3.7595 acres (163,763 square feet) and is
shown as Lot C on and described according to that certain Lot Designation Plat
(Lot C) prepared for Ravinia III Associates Limited Partnership and Ticor Title
Insurance Company by ▇▇▇▇-▇▇▇▇▇▇ Engineers, Inc., ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, G.R.L.S. No.
1821, dated September 14, 1989, recorded in Plat Book 90, page 38, DeKalb
County, Georgia Records, which survey is incorporated herein and by this
reference made a part hereof.
6
PARCEL TWO (DRAINAGE EASEMENT)
A perpetual non-exclusive easement for drainage over and across the following
property:
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 347 of the 18th
District of DeKalb County, Georgia, being more particularly described as
follows: TO FIND THE TRUE POINT OF BEGINNING, commence at a Georgia DOT concrete
monument located on the northern right-of-way line of Interstate 285 (having a
variable right-of-way width), 20.24 feet west of the northeastern right-of-way
line of ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ Road (having a variable right-of-way width), and run
thence N 80(degree) 03' 05" E a distance of 20.24 feet to the point of
intersection of the northern right-of-way line of Interstate 285 and the
northeastern right-of-way line of ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ Road, run in a generally
northwesterly and northeasterly direction along said northeastern right-of-way
line at ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ Road the following courses and distances: N 48(degree)
10' 13" W a distance of 38.00 feet to a point, N 14(degree) 52' 32" W a distance
of 25.00 feet to a point; N 11(degree) 44' 52" W a distance of 201.62 feet to a
point; N 14(degree) 52' 30" W a distance of 158.10 feet to a point; along the
arc of a 1001.75 foot radius curve an arc distance of 77.43 feet to a point
(said arc being subtended by a chord bearing N 12(degree) 39' 39" W and having a
length of 77.41 feet); N 07(degree) 50' 17" W a distance of 217.35 feet to a
point N 00(degree) 46' 26" E a distance of 36.66 feet to a point; along the arc
of a 1303.98 foot radius curve an arc distance of 181.44 feet to a point (said
arc being subtended by a chord bearing N 09(degree) 02' 44" E and having a
length of 181.29 feet); along the arc of a 1,292.982 foot radius curve an arc
distance of 166.01 feet to a point, (said arc being subtended by a chord bearing
N 23(degree) 14' 59" E and having a length of 165.90 feet); N 17(degree) 31' 00"
E a distance of 192.5 feet to a point; N 69(degree) 14' 06" W a distance of 7.00
feet to a point; N 20(degree) 45' 35" E a distance of 247.16 feet to a point;
thence departing said northeastern right-of-way line of ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ Road,
run S 89(degree) 01' 19" E a distance of 1,178.29 feet to a point; run thence S
00(degree) 59' 05" W a distance of 1,183.50 feet to a point located along said
northern right-of-way line of Interstate 285; run thence in a generally
southwesterly direction along said northern right-of-way line of Interstate 285
the following courses and distances; S 69(degree) 56' 48" W a distance of 397.59
feet to a point; S 80(degree) 03' 05" W a distance of 839.96 feet to a point,
said point being the TRUE POINT OF BEGINNING.
The above-described property, consisting of 40.7803 acres, is more particularly
shown on, and described according to, that certain Composite Plat prepared for
Ravinia II Associates and Bogamij N. V. and Ticor Title Insurance Company, by
▇▇▇▇-▇▇▇▇▇▇ Engineers, Inc., ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, G.R.L.S. No. 2137, dated August
5, 1985, last revised November 13, 1985, said ▇▇▇▇ being incorporated herein by
this reference, and made a part of this description.
LESS AND EXCEPT
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 347 of the 18th
District of DeKalb County, Georgia, containing 2.5653 acres and being designated
as Lot "A" is more particularly shown on, and described according to that
certain Lot Designation Plat (Lot "A") prepared for Ravinia I Associates,
Bogamij N.V., and Ticor Title Insurance Company, by ▇▇▇▇-▇▇▇▇▇▇ Engineers, Inc.,
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, G.R.L.S. No. 2137, dated July 31, 1984, last revised November
13, 1985, recorded in Plat Book 81, page 14, DeKalb County, Georgia Records,
which plat is incorporated herein by this reference and hereby made a part of
this description.
7
AND LESS AND EXCEPT:
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 347 of the 18th
District of DeKalb County, Georgia, containing 2.4561 acres and being designated
as Lot "A", is more particularly shown on, and described according to that
certain Lot Designation Plat (Lot "B") prepared for Ravinia II Associates,
Bogamij N.V., and Ticor Title Insurance Company, by ▇▇▇▇-▇▇▇▇▇▇ Engineers, Inc.,
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, G.R.L.S. No. 2137, dated October 8, 1985, last revised
November 13, 1985, recorded in Plat Book 81, page 13, DeKalb County, Georgia
Records, which plat is incorporated herein by this reference and hereby made a
part of this description.
AND LESS AND EXCEPT:
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 347 of the 18th
District of DeKalb County, Georgia, being more particularly described as
follows:
BEGINNING at a concrete monument found at the intersection of the eastern
right-of-way line of ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ Road (having a variable right-of-way
width), with the northern right-of-way line of Interstate Highway No. 285; run
thence in a generally northwesterly, northerly and northeasterly direction along
the eastern right-of-way line of ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ Road the following courses and
distances: N 43(degree) 24' 55" W a distance of 45.55 feet to an iron pin;
thence N 17(degree) 28' 40" W a distance of 327.10 feet to an iron pin; thence
along the arc of a 1,049.746 foot radius curve concave to the right (having a
chord bearing N 01(degree) 38' 28" E and a length of 687.64 feet) an arc
distance of 700.57 feet to an iron pin; thence N 20(degree) 45' 35" E a distance
of 240.44 feet to an iron pin placed, said iron pin placed being the TRUE POINT
OF BEGINNING. From the TRUE POINT OF BEGINNING as thus established, continue
along the eastern right-of-way line of ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ Road N 20(degree) 45'
35" E a distance of 247.16 feet to an iron pin found; thence leaving the eastern
right-of-way line of ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ Road, run S 89(degree) 01' 19" E a
distance of 203.03 feet to an iron pin placed; thence S 35(degree) 15' 35" W a
distance of 280.25 feet to an iron pin placed; thence S 63(degree) 00' 35" W a
distance of 88.93 feet to an iron pin placed; thence N 47(degree) 45' 59" W a
distance of 58.12 feet to an iron pin placed; thence N 69(degree) 14' 06" W a
distance of 7.00 feet to an iron pin placed, said iron pin placed being the TRUE
POINT OF BEGINNING.
The above-described property contains .9417 acres and is shown on, and described
according to that certain Survey of Police Precinct Parcel for ▇▇▇▇▇ Atlanta
Limited, prepared by ▇▇▇▇-▇▇▇▇▇▇ Engineers, Inc., ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, G.R.L.S.
No. 2137, dated May 10, 1985, which survey is incorporated herein by this
reference and made a part of this description.
AND LESS AND EXCEPT:
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 347 of the 18th
District of DeKalb County, Georgia, contains 4.5857 acres and is shown as Hotel
Site (Includes Water Feature Site) on, and described according to that certain
Lot Designation Plat (Hotel Site) prepared for ▇▇▇▇▇ Atlanta Limited and
HT/▇▇▇▇▇ Ravinia Associates, Ltd., prepared by ▇▇▇▇-▇▇▇▇▇▇ Engineers, Inc.,
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, G.R.L.S. No. 2137, dated June 27, 1984, recorded in Plat Book
77, page 161, DeKalb County, Georgia Records, which certain Lot Designation Plat
(Hotel Site) is incorporated herein by this reference and hereby made a part of
this description.
8
AND LESS AND EXCEPT:
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 347 of the 18th
District of DeKalb County, Georgia, contains 3.7595 acres (163,763 square feet)
and is shown as Lot C on and described according to that certain Lot Designation
Plat (Lot C) prepared for Ravinia III Associates Limited Partnership and Ticor
Title Insurance Company by ▇▇▇▇-▇▇▇▇▇▇ Engineers, Inc., ▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
G.R.L.S. No. 1821, dated September 14, 1989, recorded in Plat Book 90, page 38,
DeKalb County, Georgia Records, which survey is incorporated herein and by this
reference made a part hereof.
PARCEL THREE (OPEN SPACE/SCENIC EASEMENT)
A non-exclusive easement for the purpose of preserving open space and
maintaining such open space as a visual appurtenance, as more fully described in
that certain Easement Agreement, dated as of August 1, 1984, by and between
▇▇▇▇▇ Atlanta Limited, a Georgia limited partnership, and ▇▇▇▇▇ Ravinia I, Ltd.,
a Georgia limited partnership, recorded at Deed Book 5037, page 115, DeKalb
County, Georgia Records, as said easement is amended by Amendment to Limited
Warranty Deed with Easements, Restrictions, Reservations, Release and Grant of
Development Rights dated December 13, 1996, between ▇▇▇▇▇ Atlanta Limited and
Ravinia III Associates Limited Partnership, recorded at Deed Book 9254, page
693, DeKalb County, Georgia records. The foregoing easements are more fully
described in that certain Limited Warranty Deed with Easements, Restrictions,
Reservations, Release and Grant of Development Rights, from ▇▇▇▇▇ Atlanta
Limited, a Georgia limited partnership, to Ravinia III Associates Limited
Partnership, dated September 28, 1989, recorded at Deed Book 6532, page 201, as
amended by Amendment to Limited Warranty Deed with Easements, Restrictions,
Reservations, Release and Grant of Development Rights, dated December 13, 1996,
recorded at Deed Book 9254, page 693, aforesaid records; as affected by
Memorandum of Agreement and Second Amendment to Limited Warranty Deed between
▇▇▇▇▇ Atlanta Limited, a Georgia limited partnership, dated as of August 25,
1997, recorded in Deed Book 10696, Page 690, aforesaid Records.
PARCEL FOUR
Easements, rights and appurtenances inuring to the benefit of and running with
the title to the insured land under that certain Restated Declaration of
Covenants, Conditions and Restrictions for Ravinia, dated July 5, 1984, and
recorded at Deed Book 5017, page 266, aforesaid records, as modified by Release
of Utility Easement Area, dated August 2, 1984, and recorded at Deed Book 5037,
page 214, aforesaid records, and as further modified by Release of Utility
Easement Area as contained in Limited Warranty Deed with Easements,
Restrictions, Release and Grant of Development Rights from ▇▇▇▇▇ Atlanta Limited
to Ravinia III Associates Limited Partnership, dated September 28, 1989, and
recorded at Deed Book 6532, page 201, aforesaid Records.
PARCEL FIVE
Easements, rights and appurtenances inuring to the benefit of and running with
the title to the insured land under that certain ▇▇▇▇▇ ▇▇▇▇▇, Construction and
Encroachment Easement Agreement between Ravinia II Associates and Ravinia III
Associates Limited Partnership, dated September 28, 1989, and recorded at Deed
Book 6532, page 242, aforesaid Records.
9
PARCEL SIX
Easements, rights and appurtenances inuring to the benefit of and running with
the title to the insured land under that certain Encroachment Easement from
▇▇▇▇▇ Atlanta Limited and Ravinia Property Owners Association, Inc., to Ravinia
III Associates Limited Partnership, dated December 13, 1996, and recorded at
Deed Book 9254, page 735, DeKalb County, Georgia Records. NOTE: This Policy
insures that, so long as said Encroachment Easement remains in effect, the
improvements may remain so long as they shall stand, and that if the same are
damaged or destroyed, they may be replaced in substantially the same condition
and location.
PARCEL SEVEN (COMMUNICATION LINE EASEMENT)
Non-exclusive easement, rights and appurtenances inuring to the benefit of and
running with the title to the insured land under that certain Communication Line
Easement Agreement between ▇▇▇▇▇ Atlanta Limited and Ravinia Property Owners
Association, Inc. and Ravinia III Associates Limited Partnership, dated June 30,
1995, and recorded at Deed Book 9254, page 698, DeKalb County, Georgia Records.
PARCEL EIGHT (SIGN EASEMENT)
Non-exclusive easement, rights and appurtenances inuring to the benefit of
running with the title to the insured land under that certain Sign Easement
Agreement between ▇▇▇▇▇ Atlanta Limited and Ravinia III Associates Limited
Partnership, dated December 13 1996, and recorded at Deed Book 9254, page 722,
DeKalb County, Georgia Records.
PARCEL NINE (GENERAL UTILITY LINE EASEMENT)
Non-exclusive easement, rights and appurtenances inuring to the benefit of and
running with the title to the insured land under that certain General Utility
Line Easement (and subject to terms and conditions contained therein) from ▇▇▇▇▇
Atlanta Limited and Ravinia Property Owners Association, Inc. to Ravinia III
Associates Limited Partnership, dated December 13, 1996, and recorded at Deed
Book 9254, page 763, DeKalb County, Georgia.
10
EXHIBIT B
DESCRIPTION OF LEASES
The existing Leases are set forth in that certain Certificate of Rent Roll and
Lease Status of even date executed by Assignor in favor of Assignee.
11
