-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jxlp254dGm3SmCliDPGYlKZTFa8049Fv4hSrGmtCWf31kEKAimsrFvbEEuAaCqcj CTH7sZzGkUdg5qS/bFwXeQ== 0000919607-97-000049.txt : 19970311 0000919607-97-000049.hdr.sgml : 19970311 ACCESSION NUMBER: 0000919607-97-000049 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 19970224 ITEM INFORMATION: Other events FILED AS OF DATE: 19970310 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: KOGER EQUITY INC CENTRAL INDEX KEY: 0000835664 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 592898045 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09997 FILM NUMBER: 97553968 BUSINESS ADDRESS: STREET 1: 3986 BLVD CTR DR STE 101 CITY: JACKSONVILLE STATE: FL ZIP: 32207 BUSINESS PHONE: 9043983403 MAIL ADDRESS: STREET 1: 3986 BLVD CTR DR STREET 2: SUITE 101 CITY: JACKSONVILLE STATE: FL ZIP: 32207 8-K 1 CURRENT REPORT 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) 1 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, 2 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. 3 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 4 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 5 December 16, 1996, from Koger Equity, Inc. to The Northwestern Mutual Life Insurance Company. 6 EX-10 2 EXHIBIT 10(J)(1) 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 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 (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 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 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; (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 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, 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 (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. 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. "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); (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. 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. 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. 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 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. (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 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 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. (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 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 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. 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, (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. 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 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 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 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 ================================================================================ 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. 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 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
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 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 CAPITAL EXPENDITURES Tenant Requested Imp Tenant Improvements Building Improvement CAPITAL EXPENDITURES NET CASH FLOW
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 BUILDING TOTALS : TENANT NET SF : ACCRUED : NON-ACCRUED : FUTURE : TENANT LEASED SF: ________
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 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 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. 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 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: 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 *Lease modifications, if any, to be listed here: LP-330.10 (9/91) (ID-RECONSTR-4) EX-10 3 EXHIBIT 10(J)(2)(A) 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"). 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. 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"). 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 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 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, (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) EX-10 4 EXHIBIT 10(J)(2)(B) 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 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 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 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 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 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 (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) 7 EX-10 5 EXHIBIT 10(J)(3)(A) 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 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. 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. "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. 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 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 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. 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 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. 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). 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 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 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 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; (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 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 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 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) 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. 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: 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) 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. 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. 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. 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. 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. 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 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. 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. 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 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. 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. 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. 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. 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. 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. 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. 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. 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. 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: 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. 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. 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 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 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. 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 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 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. 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. 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 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" 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 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. 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. 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. 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. 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 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. 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. 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. 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 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. 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 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"): 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 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 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) 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: 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. 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 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 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 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 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. 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 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 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 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 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 $______________. 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. 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. 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. EX-10 6 EXHIBIT 10(J)(3)(B) 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 (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 (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 (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 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 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 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 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 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 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 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 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: 12 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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. 31 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: 32 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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. 50 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. 51 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. 52 EX-10 7 EXHIBIT 10(J)(4) 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. 1 (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 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 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 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) 5 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: 6 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 7 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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. 41 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. 42 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 43 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 44 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. 45 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. 46 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. 47 EX-10 8 EXHIBIT 10(J)(5) [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; 1 (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 2 -----END PRIVACY-ENHANCED MESSAGE-----