Exhibit 10.6(a)
---------------
AND WHEN RECORDED MAIL TO:
Zond Construction Corporation III
c/o Zond Systems, Inc.
00000 Xxxxxxx Xxxxxx
Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxx, Esq.
SERIES B DEED OF TRUST AND ASSIGNMENT OF RENTS
----------------------------------------------
THIS SERIES B DEED OF TRUST AND ASSIGNMENT OF RENTS ("Deed of
Trust") is made as of the 7th day of November, 1985, by ZOND WINDSYSTEM
PARTNERS, LTD. SERIES 85-B, A CALIFORNIA LIMITED PARTNERSHIP ("Trustor"), to
TICOR TITLE INSURANCE COMPANY OF CALIFORNIA, as trustee ("Trustee"), for the
benefit of ZOND CONSTRUCTION CORPORATION III, a California corporation
("Beneficiary").
X. XXXXX AND OBLIGATIONS SECURED
X. Xxxxx
1.01 Trustor hereby irrevocably grants, transfers and assigns
to Trustee, in trust, with power of sale, all right, title and interest of
Trustor in and to all real property interests of Trustor and to which Trustor is
entitled including without limitation all right, title, and interest of Trustor
in and to the following:
(a) Series B Wind Park Easement Agreement
dated as of September 9, 1985 (the "Series B Wind Park Easement Agreement")
between Beneficiary and Trustor, as it relates to that certain real property
situated in Xxxx County, California, defined in the Series B Wind Park Easement
Agreement as the "Property" and described in Exhibit A attached hereto and made
---------
a part hereof ("Land");
(b) Grant of Easement (Western Access)
(Series B) dated as of September 9, 1985 (the "Series B Access Easement
Agreement") between Zond Systems, Inc., a California corporation ("Zond"), and
Trustor as it relates to the Land and that certain real property situated in
Xxxx County, California, owned by Zond, defined in the Series B Access Easement
Agreement as the "Servient Tenement" and described in Exhibit B attached hereto
---------
and made a part hereof ("Zond Land");
(c) Grant of Easement (Interconnect) (Series B)
dated as of September 9, 1985 (the "Series B Grant of Interconnect Easement
Agreement") between Zond and Trustor as it relates to the Land and the
Zond Land; and
1
(d) Series B Power Transfer Facilities
Agreement dated as of September 9, 1985 (the "Series B PTF Agreement") between
Zond and Trustor as it relates to the Land and the Zond Land and the shared use
of the "Power Transfer Facilities" (as defined in the Series B PTF Agreement).
The Series B Wind Park Easement Agreement, the
Series B Access Easement Agreement, the Series B Grant of Interconnect Easement
Agreement and the Series B PTF Agreement are referred to collectively herein as
the "Series B Wind Park Agreements."
B. Obligations Secured
-------------------
1.02. The grant, transfer and assignment made in Paragraph
1.01 is for the purpose of securing:
(a) Payment of that non-recourse promissory
note of even date herewith with an original principal amount
of $12,852,000.00 ("Series B Purchase Note") by Trustor in
favor of Beneficiary in partial payment by Trustor to
Beneficiary of the purchase price of a portion of the
following purchased by Trustor from Beneficiary pursuant to
the Windsystem Construction Agreement dated as of September 9,
1985 (the "Series B Construction Agreement"): certain property
(collectively the "Windsystem") more specifically described in
paragraphs (a), (b) and (c) of Section 2.2 of the Series B
Security Agreement (as defined in the next sentence) including
without limitation up to 240 Vestas Model V17 wind turbine
generators, certain concrete pads, cables and step-up
transformers for such wind turbine generators and a 30MW power
substation. The Series B Purchase Note is also secured by
security interests granted by Trustor to Beneficiary in
certain property of Trustor pursuant to a Purchase Note and
Security Agreement (Series B) dated as of November 7, 1985
("Series B Security Agreement") between Trustor, as debtor,
and Beneficiary, as secured party.
(b) Payment of any other non-recourse
promissory note made by Trustor in favor of Beneficiary in
partial payment by Trustor to Beneficiary of the purchase
price of any portion of the Windsystem purchased by Trustor
from Beneficiary pursuant to the Series B Construction
Agreement when such other non-recourse promissory note (also
called a "Series B Purchase Note" in this Deed of Trust)
recites that it is secured by this Deed of Trust and certain
security interests as provided in the Series B Security
Agreement.
(c) Any sums due to Beneficiary by Trustor
pursuant to any of the terms of this Deed of Trust.
2
II. COVENANTS OF TRUSTOR
--------------------
A. Series B Wind Park Agreements
-----------------------------
2.01 Trustor agrees that:
(a) It shall keep and perform each and every
material obligation of Trustor in the Series B Wind Park
Agreements, including without limitation the payment of all
royalty payments owed by it under the Series B Wind Park
Easement Agreement. If Trustor is in default under Section
8.1.1 or Section 8.1.2 of the Series B Wind Park Easement
Agreement or is in breach of any material obligation of it in
the Series B Access Easement Agreement, the Series B Grant of
Interconnect Easement Agreement or the Series B PTF Agreement,
and such default or breach is not otherwise cured by Trustor,
Beneficiary may, at its option but without any obligation to
do so, take any action necessary or desirable to cure any such
default or breach, Beneficiary being authorized to utilize all
right, title and interest of Trustor in and to the Series B
Wind Park Agreements for such purposes, consistent with the
conditions of Paragraph 5.02. Trustor, immediately on demand,
shall pay to Beneficiary all costs of Beneficiary incurred in
curing any such default or breach.
(b) It shall give immediate notice to the
then holder of this Deed of Trust (other than Beneficiary) of
any receipt by Trustor of any notice from Beneficiary of an
event of default by Trustor pursuant to Section 8.1.1 or 8.1.2
of the Series B Wind Park Easement Agreement.
(c) It shall give immediate notice to the
then holder of this Deed of Trust of any receipt by Trustor of
any notice from Zond that Trustor is in breach of any material
obligation of it in the Series B Access Easement Agreement,
the Series B Grant of Interconnect Easement Agreement or the
Series B PTF Agreement.
(d) The obligations of Trustor under this
Deed of Trust shall be deemed to be in addition to Trustor's
obligations with respect to similar obligations contained in
the Series B Wind Park Agreements, and the inclusion in this
Deed of Trust of any obligations relating to similar
obligations contained in the Series B Wind Park Agreements
shall not restrict or limit Trustor's duties to keep and
perform promptly all of its obligations under the Series B
Wind Park Agreements; provided, however, that nothing in this
Deed of Trust shall be construed as requiring the taking of or
the omitting to take any action by Trustor or Beneficiary
which would cause Trustor to be in default under Section 8.1.1
or 8.1.2 of the Series B Wind Park Easement Agreement or to be
in breach under the Series B Access Easement Agreement, the
Series B Grant of Interconnect Easement Agreement or the
Series B PTF Agreement.
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(e) So long as this Deed of Trust is in
effect, there shall be no merger of the Series B Wind Park
Agreements or any one or more of them or any interest or
interests therein nor of the estates created thereby with the
fee interest in the Land or the Zond Land by reason of the
fact that the Wind Park Easement Agreements or any one or more
of them or such interest or interests therein or such estates
may be held directly or indirectly by or for the account of
any person who shall hold any other dominant estate in the
Land or the Zond Land, and Trustor and Beneficiary agree that
the holding of the Series B Wind Park Agreements or any one or
more of them or of such interests or estates by the same
person shall not result in a merger of the Series B Wind Park
Agreements or any one or more of them or of such interests or
estates. In the event Trustor acquires an interest in any
estate, title or interest in the Land or the Zond Land other
than its interest in the Series B Wind Park Agreements, this
Deed of Trust shall attach to and cover and be a lien upon
such interest in such other estate, title or interest so
acquired, and such interest shall, without further assignment,
mortgage or conveyance, become and be subject to the lien of
and covered by this Deed of Trust. Trustor shall notify
Beneficiary of any such acquisition by Trustor and, on written
request by Beneficiary, shall cause to be executed and
recorded all such other and further assurances or other
instruments in writing as may, in the opinion of Beneficiary,
be required to carry out the intent of this subparagraph (e).
(f) No surrender (except a surrender upon
the expiration of the stated term of the Series B Wind Park
Agreements) by Trustor of its right, title and interest in and
to the Series B Wind Park Agreements, or any portion thereof
or of any interest therein, and no termination of the Series B
Wind Park Agreements by Trustor (except as provided in the
Series B Wind Park Agreements) shall be valid or effective,
and neither Trustor's right, title and interest in and to the
Series B Wind Park Agreements nor the terms thereof may be
assigned, amended, modified, or subordinated to any mortgage,
easement, right of way, or to any other interest, either
orally or in writing, without the prior written consent of
Beneficiary so long as the lien of this Deed of Trust is in
effect.
(g) If the Series B Wind Park Agreements or
any one or more of them are for any reason whatsoever
terminated prior to the expiration of their respective stated
terms and, if pursuant to any provision of any one or more of
the Series B Wind Park Agreements or otherwise, Beneficiary or
its designee shall acquire from the granting party or the fee
owner a new easement or right of way and/or other rights
identical or similar to those in the particular one or more
terminated Series B Wind Park Agreements, Trustor shall have
no right, title or interest in or to such new estate created
thereby.
4
2.02 Trustor shall not commit any violation of any law,
ordinance, rule, regulation or order of any governmental authority having
jurisdiction over Trustor's right, title and interest in and to the Series B
Wind Park Agreements.
B. Payments
--------
2.03 Trustor shall pay the principal, interest and other
charges due under each and every Series B Purchase Note according to its terms.
2.04 Trustor shall pay immediately after expenditure, all
sums expended or expenses properly. incurred by Trustee and/or Beneficiary under
any of the terms of this Deed of Trust.
C. Rents
-----
2.05 For so long as any amounts due under any Series B
Purchase Note remain unpaid and as additional security, Trustor gives and
confers upon Beneficiary the right, power and authority to collect all of
Trustor's right, title and interest in any income, rents, issues and profits of
Trustor's right, title and interest in and to the Series B Wind Park Agreements;
provided, however, until the occurrence of an event of default in respect of
Trustor under this Deed of Trust as provided in Paragraph 4.01 (hereinafter an
"Event of Default"), Trustor reserves the right to collect any such income,
rents, issues and profits as they become due and payable. When such an Event of
Default in respect of Trustor has occurred and is continuing, Beneficiary may at
any time, either in person, by agent or by a receiver to be appointed by a court
of competent jurisdiction, and without regard to the adequacy of any security
for the obligations secured by this Deed of Trust, xxx for or otherwise collect
such income, rents, issues and profits (including any past due and unpaid) and
apply that collected, less costs of collection including reasonable attorney's
fees, against the obligations secured by this Deed of Trust in such order as
Beneficiary may determine. It is understood and agreed that neither the
foregoing assignment of income, rents, issues and profits to Beneficiary nor the
exercise by Beneficiary of any of its rights or remedies under this Paragraph
2.05 or Paragraph 3.01 shall be deemed to make Beneficiary a
"mortgagee-in-possession" or otherwise responsible or liable in any manner with
respect to Trustor's right, title and interest in and to the Series B Wind Park
Agreements or the use or enjoyment of Trustor's right, title and interest in and
to the Series B Wind Park Agreements, subject to the conditions of Paragraph
5.02.
D. Other Covenants
---------------
2.06 Trustor agrees to execute such documents and take such
action as Beneficiary shall reasonably determine to be necessary or desirable to
further evidence or continue the lien of this Deed of Trust.
2.07 Trustor agrees to pay all reasonable attorney's fees,
costs and expenses in connection with any proper action and/or actions which may
be brought, upon the occurrence of an Event of Default, for the foreclosure of
this Deed of Trust, and/or for possession of Trustor's right, title and interest
in and to the Series B Wind Park
5
Agreements, and/or for appointment of a receiver, and/or for the enforcement as
provided in this Deed of Trust of any covenant or right in this Deed of Trust.
III. CERTAIN RIGHTS OF BENEFICIARY
-----------------------------
3.01 Should an Event of Default have occurred and be
continuing, then Beneficiary may, after notice to and demand upon Trustor,
without releasing Trustor from any such Event of Default and without waiving
Beneficiary's right to declare an Event of Default or impairing any declaration
of such Event of Default or election to cause Trustor's right, title and
interest in and to the Series B Wind Park Agreements to be sold or any sale
proceeding predicated thereon:
(a) Make or do the same in such manner and
to such extent as Beneficiary may deem reasonably necessary to
protect the security of this Deed of Trust, Beneficiary being
authorized to use, enter upon and take possession of Trustor's
right, title and interest in and to the Series B Wind Park
Agreements for such purpose consistent with the conditions of
Paragraph 5.02; and
(b) Commence, appear in and/or defend any
action or proceeding purporting to affect the security of this
Deed of Trust, the interests, rights, powers and/or duties of
Beneficiary under this Deed of Trust, whether brought by or
against Trustor or Beneficiary.
Beneficiary shall not be under any obligation to make any of the payments or do
any of the acts referred to in this Paragraph 3.01.
IV. DEFAULTS AND REMEDIES
---------------------
A. Defaults
--------
4.01 An Event of Default under this Deed of Trust shall occur
if any of the following events shall occur and be continuing:
(a) There occurs an Event of Default as defined
and specified in Section 9.1 of the Security Agreement.
(b) Trustor fails to perform any of its
obligations under this Deed of Trust, and, within 30 days
after Beneficiary's written notice thereof to Trustor, Trustor
shall not have cured such failure or, if such failure is
incapable of cure within 30 days, Trustor shall not promptly
commence and diligently proceed to cure such failure as
promptly as possible.
B. Remedies
--------
4.02 In the event of any Event of Default by Trustor under
this Deed of Trust as provided in Paragraph 4.01, then and in each such event,
Beneficiary may
6
declare all sums secured hereby immediately due and payable either by commencing
an action to foreclose this Deed of Trust as a mortgage or by the delivery to
Trustee of a written declaration of default and demand for sale and of written
notice of default and of election to cause the right, title and interest of
Trustor in and to the Series B Wind Park Agreements to be sold, which notice
Trustee shall cause to be duly filed for record. Should Beneficiary elect to
foreclose by exercise of the power of sale herein, Beneficiary shall also
deposit with Trustee this Deed of Trust and the Series B Purchase Notes and such
receipts and evidence of expenditures made and secured by this Deed of Trust as
Trustee may require, and notice of sale having been given as then required by
law and after lapse of such time as may then be required by law after
recordation of such notice of default, Trustee, without demand on Trustor, shall
sell the right, title and interest of Trustor in and to the Series B Wind Park
Agreements at the time and place of sale fixed by Trustee in said notice of
sale, as a whole, at public auction to the highest bidder for cash in lawful
money of the United States, payable at time of sale. Trustee may postpone sale
by public announcement at such time and place of sale, and from time to time
thereafter may postpone such sale by public announcement at the time fixed by
the preceding postponement. Trustee shall deliver to such purchaser its deed
conveying the right, title and interest of Trustor in and to the Series B Wind
Park Agreements so sold, but without any covenant or warranty, express or
implied. The recitals in such deed of any matters or facts shall be conclusive
proof of the truthfulness thereof. Any person, including Trustor, Trustee or
Beneficiary, may purchase at such sale, and upon payment in full (or credit bid
by Beneficiary) shall own the right, title and interest of Trustor in and to the
Series B Wind Park Agreements. Any deed of conveyance provided by Trustee or
Beneficiary may provide that the granting of the interest so conveyed shall not
result in a merger with any other interest or estate held by the grantee of such
deed, and the actual holding of dominant and subordinate interests or estates
shall not result in a merger of such interests or estates.
4.03 Beneficiary, from time to time before Trustee's sale,
may rescind any such notice of default and of election to cause the right, title
and interest of Trustor in and to the Series B Wind Park Agreements to be sold
by executing and delivering to Trustee a written notice of such rescission,
which notice, when recorded, shall also constitute a cancellation of any such
prior declaration of default and demand for sale. The exercise by Beneficiary of
such right of rescission shall not constitute a waiver of any Event of Default
then existing or subsequently occurring, or impair the right of Beneficiary to
execute and deliver to Trustee, as above provided, other declarations of default
and demand for sale, and notices of default, and of election to cause the right,
title and interest of Trustor in and to the Series B Wind Park Agreements to be
sold to satisfy the obligations hereof, nor otherwise affect any provision,
agreement, covenant or condition of this Deed of Trust or any of the rights,
obligations or remedies under this Deed of Trust of Beneficiary or Trustee or
Trustor.
4.04 After deducting all costs, fees and expenses of Trustee
and of this Trust, including the cost of evidence of title in connection with
sale and attorneys' fees, Trustee shall apply the proceeds of sale to payment
of: all sums expended under the terms hereof, not then repaid, with accrued
interest at the rate applicable under the first Series B Purchase Note at the
time of such expenditure; all other sums then secured by
7
this Deed of Trust; and the remainder, if any, to the person or persons legally
entitled thereto.
4.05 Beneficiary and Trustee shall not exercise any right of
disposition of the right, title and interest of Trustor in and to the Series B
Wind Park Agreements until the occurrence and continuance of an Event of
Default.
4.06 If Beneficiary at any time holds additional security for
any obligations secured by this Deed of Trust, it may enforce the terms of this
Deed of Trust or otherwise realize upon the same upon the occurrence and
continuance of an Event of Default, at its option, either before or concurrently
herewith or after a sale is made under this Deed of Trust, and may apply the
proceeds upon the indebtedness secured by this Deed of Trust without affecting
the status of or waiving any right to exhaust all or any other security,
including the security under this Deed of Trust, and without waiving any Event
of Default or any right or power whether exercised under this Deed of Trust or
contained in this Deed of Trust or in any such other security.
4.07 No remedy in this Deed of Trust conferred upon or
reserved to Trustee or Beneficiary is intended to be exclusive of any other
remedy in this Deed of Trust or by law provided or permitted, but each shall be
cumulative and shall be in addition to every other remedy given under this Deed
of Trust or now or hereafter existing at law or in equity or by statute. Every
power or remedy given under this Deed of Trust to Trustee or Beneficiary or to
which either of them may be otherwise entitled, may be exercised concurrently or
independently from time to time and as often as may be deemed expedient by
Trustee or Beneficiary and either of them may pursue inconsistent remedies.
V. MISCELLANEOUS PROVISIONS
------------------------
5.01 By accepting payment of any sum secured by this Deed of
Trust after its due date or in an amount less than the sum due, Beneficiary does
not waive its rights to require prompt payment when due of all other sums so
secured or to declare an Event of Default as provided in this Deed of Trust in
the event sums due are only partially paid.
5.02 Trustor authorizes Beneficiary and its agents, employees
or workmen, to use and enter at any reasonable time any part of Trustor's right,
title and interest in and to the Series B Wind Park Agreements for the purposes
of inspecting the same and of performing any of the acts Beneficiary is
authorized to perform under this Deed of Trust. Such use, entry and performance
shall be consistent with the terms of the Series B Wind Park Agreements and any
other agreements affecting the Series B Wind Park Agreements or the Land or the
Zond Land including without limitation those to which Beneficiary or any of its
affiliates are a party.
5.03 This Deed of Trust applies to, inures to the benefit of,
and binds Beneficiary, Trustee, Trustor and their respective heirs, legatees,
devisees, administrators, successors and assigns. The term "Beneficiary" shall
mean the owner and
8
holder, including pledgees, of the Series B Purchase Notes, whether or not named
as Beneficiary in this Deed of Trust. Whenever the context so requires in this
Deed of Trust, the masculine gender includes the feminine and/or neuter, and the
singular number includes the plural.
5.04 Trustee, upon presentation to it of any affidavit signed
by or on behalf of Beneficiary, setting forth any fact or facts showing a
default by Trustor in its obligations under this Deed of Trust, is authorized to
accept as true and conclusive all facts and statements in such affidavit and to
act under this Deed of Trust in complete reliance thereon.
5.05 If any provision of this Deed of Trust should be held
unenforceable or void, then such provision shall be deemed separable from the
remaining provisions and shall in no way affect the validity of this Deed of
Trust. Unless otherwise indicated, all references to paragraphs are to
paragraphs in this Deed of Trust.
5.06 Trustee accepts this Trust when this Deed of Trust, duly
executed and acknowledged, is made a public record as provided by law.
5.07 Trustee shall be under no obligation to notify
Beneficiary or Trustor of any action or proceeding of any kind in which Trustor,
Beneficiary and/or Trustee shall be a party, unless brought by Trustee, or of
any pending sale under any other deed of trust.
5.08 Beneficiary may, from time to time, by a written
instrument executed and acknowledged by Beneficiary and recorded in Xxxx County,
California, substitute a successor or successors for Trustee named herein or
acting under this Deed of Trust.
5.09 All notices under this Deed of Trust shall be deemed to
have been duly given if mailed by the United States registered or certified
mail, with return receipt requested, postage prepaid to the following addresses
(or to such other addresses as shall be given in writing by any party to the
others) and shall be deemed completed upon any such mailing:
To Trustor: Zond Windsystem
Partners, Ltd. Series 85-B,
a California Limited Partnership
c/o Zond Windsystems Management
Corporation IV
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx
9
To Beneficiary: Zond Construction Corporation III
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx
In the event of any strike or occurrence of another similar event which
interrupts mail service, notices may be served personally upon an individual,
partner, or an officer or director of a corporation which is or is part of the
party being served hereunder.
5.10 Trustor requests that a copy of any notice of default
and of any notice of sale under this Deed of Trust be mailed to Trustor at its
address determined in accordance with Paragraph 5.09.
5.11 Beneficiary and Trustee shall have no right or interest
in the right, title and interest of Trustor in and to the Series B Wind Park
Agreements when the obligations secured by this Deed of Trust have been
indefeasibly repaid or performed. Upon written request of Beneficiary stating
that all sums secured by this Deed of Trust have been paid and upon surrender to
Trustee of this Deed of Trust and the Series B Purchase Notes for cancellation
and retention and upon payment of its fees, Trustee shall reconvey, without any
covenant or warranty, express or implied, the right, title and interest of
Trustor in and to the Series B Wind Park Agreements then held by Trustee under
this Deed of Trust. The recitals in such reconveyance of any matters or facts
shall be conclusive proof of the truthfulness thereof. The grantee in such
reconveyance may be described as "the person or persons legally entitled
thereto."
5.12 By acceptance of this Deed of Trust, Beneficiary agrees
that, in the event of any Event of Default by Trustor under this Deed of Trust
or any event of default under the Series B Purchase Notes or the Series B
Security Agreement, Beneficiary's sole recourse shall be to the security granted
in this Deed of Trust and in the Series B Security Agreement and Trustor shall
in no event be personally liable under the Series B Purchase Notes, the Series B
Security Agreement and this Deed of Trust.
5.13 This Deed of Trust shall be construed and enforced in
accordance with the laws of the State of California.
10
IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the
day first written above.
ZOND WINDSYSTEM PARTNERS, LTD.
SERIES 85-B, A CALIFORNIA LIMITED
PARTNERSHIP
By its general partner:
ZOND WINDSYSTEMS MANAGEMENT CORPORATION IV,
a California corporation
By /s/ Xxxxx X. Xxxxxxxx
-----------------------------------------
Xxxxx X. Xxxxxxxx,
Senior Vice President and
General Counsel
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
On November 7, 1985, before me, the undersigned, a Notary Public
in and for said State, personally appeared XXXXX X. XXXXXXXX, personally known
to me or proved to me on the basis of satisfactory evidence to be the person who
executed the within instrument as the Senior Vice President and General Counsel
of Zond Windsystems Management Corporation IV, the corporation that executed the
within instrument as the general partner of Zond Windsystem Partners, Ltd.
Series 85-B, a California Limited Partnership, the partnership that executed the
within instrument, and acknowledged to me that such corporation executed the
same as such partner and that such partnership executed the same.
WITNESS my hand and official seal.
Signature /s/ Xxxxx X. Xxxxxx
------------------------- [SEAL]
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EXHIBIT A
TO
SERIES A DEED OF TRUST AND ASSIGNMENT OF RENTS
Legal Description of the "Property" and the "Land":
ALL OF SECTION 33, TOWNSHIP 32 SOUTH, RANGE 34 EAST, MOUNT DIABLO MERIDIAN, IN
THE UNINCORPORATED AREA OF THE COUNTY OF XXXX, STATE OF CALIFORNIA, ACCORDING TO
THE OFFICIAL PLAT THEREOF.
EXCEPT THAT PORTION OF SAID SECTION 33, THAT IS INCLUDED WITHIN THE LAND
DESCRIBED AS PARCEL IF IN THE FINAL ORDER OF CONDEMNATION HAD IN XXXX COUNTY
SUPERIOR COURT, CASE NO. 101028, A CERTIFIED COPY THEREOF WAS RECORDED JULY 23,
1970 IN BOOK 4420 PAGE 123, OFFICIAL RECORDS.
ALSO EXCEPT ALL THAT PORTION WITHIN THE RIGHT OF WAY, 200 FEET WIDE OF THE
SOUTHERN PACIFIC RAILROAD COMPANY AS GRANTED BY ACT OF CONGRESS OF JULY 27,
1866.
12
EXHIBIT B
TO SERIES A DEED OF TRUST AND ASSIGNMENT OF RENTS
Legal Description of Zond Land:
A. ALL OF FRACTIONAL SECTION 31, TOWNSHIP 32 SOUTH, RANGE 34 EAST, MOUNT
DIABLO MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF XXXX, STATE
OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
B. THE NORTH HALF, SOUTH HALF OF THE SOUTHEAST QUARTER, NORTHEAST QUARTER
OF THE SOUTHEAST QUARTER OF SECTION 32, TOWNSHIP 32 SOUTH, RANGE 34
EAST, MOUNT DIABLO MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF
XXXX, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPT THAT PORTION IN DRY SALT LAKE AS SAID LAKE IS SO DESIGNATED AND
SHOWN UPON THE OFFICE SURVEY OF SAID TOWNSHIP RETURNED TO THE GENERAL
LAND OFFICE AT WASHINGTON, D.C. AND APPROVED BY THE SURVEYOR GENERAL OF
CALIFORNIA ON MAY 14, 1856.
13
EXHIBIT D
TO
SERIES B PURCHASE NOTE AND SECURITY AGREEMENT
I. PRIMARY-SYSTEMS PERFORMANCE POLICY
(I) California Union Insurance Company
Policy #ZPM017468
II. EXCESS-SYSTEMS PERFORMANCE POLICY
(I) California Union Insurance Company (HAFNIA)
Policy #ZPM018487
(II) National Union Fire Insurance Company
Policy #D7292751
III. PRIMARY-"ALL RISK" PROPERTY DAMAGE POLICY
(I) Continental Insurance Company
Policy #SFP2980475
IV. PRIMARY-GENERAL LIABILITY POLICY
(I) Hartford Insurance Company
Policy #83UENPF1765
V. EXCESS-GENERAL LIABILITY POLICY
(I) International Insurance Company
Policy #5234125869
(II) National Surety Corporation
Policy #XLX1735756
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This FINANCING STATEMENT is presented for filing pursuant to
the California Uniform Commercial Code.
1. DEBTOR (LAST NAME FIRST -- IF AN INDIVIDUAL)
Zond Windsystem Partners, Ltd. Series 85-B,
a California Limited Partnership
1A. SOCIAL SECURITY OR FEDERAL TAX NO.
1B. MAILING ADDRESS
000 Xxxxx Xxxxx Xxxxxx
0X. XXXX, XXXXX
Xxxxxxxxx, Xxxxxxxxxx
0X. ZIP CODE
93561
2. ADDITIONAL DEBTOR (IF ANY) (LAST NAME FIRST -- IF AN INDIVIDUAL)
2A. SOCIAL SECURITY OR FEDERAL TAX NO.
2B. XXXXXXX XXXXXXX
0X. XXXX, XXXXX
0X. XXX CODE
3. DEBTOR'S TRADE NAMES OR STYLES (IF ANY)
3A. FEDERAL TAX NUMBER
4. SECURED PARTY
NAME Zond Construction Corporation III
MAILING ADDRESS 000 Xxxxx Xxxxx Xxxxxx
CITY Tehachapi
STATE California
ZIP CODE 93561
4A. SOCIAL SECURITY NUMBER, FEDERAL TAX NO.
OR BANK TRANSIT AND A.B.A NO.
5. ASSIGNEE OF SECURED PARTY (IF ANY)
NAME
XXXXXXX XXXXXXX
XXXX
XXXXX
XXX XXXX
0X. SOCIAL SECURITY NUMBER, FEDERAL TAX NO.
OR BANK TRANSIT AND A.B.A NO.
6. This FINANCING STATEMENT covers the following types or items of property
(include description of real property on which located and owner of record
when required by instruction 4).
See Exhibit A attached hereto and incorporated herein by reference.
See Exhibit
7. CHECK [X]
IF APPLICABLE
7a. [ ] PRODUCTS OF COLLATERAL
ARE ALSO COVERED
7b. DEBTOR(S) SIGNATURE NOT REQUIRED IN ACCORDANCE WITH
INSTRUCTION 5(a) ITEM:
[ ](1) [ ](2) [ ](3) [ ](4)
8. CHECK [X] [ ] DEBTOR IS A "TRANSMITTING UTILITY" IN ACCORDANCE
IF APPLICABLE WITH UCC Section 9105 (1) (n)
9. Zond Windsystem Partners, Ltd. Series 85-B, a California Limited
Partnership By Zond Windsystem Management Corporation IV, general partner
By Xxxxx X. Xxxxxxxx Its Senior Vice President 11-7-85
----------------------, ---------------------
SIGNATURE
Zond Windsystem Partners, Ltd. Series 85-B, a California Limited
Partnership
TYPE OR PRINT NAME(S) OF DEBTOR(S)
Zond Construction Corporation III
By Xxxxx X. Xxxxxxxx Its Senior Vice President
----------------------, ---------------------
SIGNATURE
Zond Construction Corporation III
TYPE OR PRINT NAME(S) OF SECURED PARTY(IES)
10. THIS SPACE FOR USE OF FILING OFFICER
(DATE, TIME, FILE NUMBER
AND FILING OFFICER)
CODE
1
2
3
4
5
6
7
8
9
0
11. Return Copy to:
NAME Xxxxxx & Xxxxxxxx
ADDRESS 000 Xxxxx Xxxxxx Xxxxxx, 00xx Xxxxx
XXXX Los Angeles, California 90071
STATE
ZIP CODE Attention: Xxxxxxx X. Xxxxxxx, Esq.
FILING OFFICER COPY ACKNOWLEDGEMENT FILING OFFICER IS REQUESTED TO NOTE
FILE NUMBER DATE AND HOUR OF FILING ON THIS COPY AND RETURN TO THE ABOVE
PARTY
FORM UCC.1--FILING FEE $3.00 Approved by the Secretary of State
15
EXHIBIT A
---------
TO UCC-1 FINANCING STATEMENT
----------------------------
Debtor: Zond Windsystem Partners, Ltd. Series 85-B,
a California Limited Partnership
Secured Party: Zond Construction Corporation III ("ZCC III")
Section 6 continued:
-------------------
All of Debtor's right, title and interest in, to and under the
following:
(a) the "Windsystem Collateral" (as defined below);
(b) the "Intangible Collateral" (as defined below);
(c) any and all bank accounts from time to time maintained by
the Debtor;
(d) all other personal property, including without limitation
all goods, inventory, equipment, accounts, accounts receivable, contract rights,
general intangibles, chattel paper, instruments and documents, and fixtures,
whether presently or hereafter owned by the Debtor, and wherever located; and
(e) all substitutions and replacements for, accessions to and
proceeds of the foregoing.
As used herein, "Windsystem Collateral" shall mean:
(a) all Vestas Model V17 wind turbine generators, each having a
rated capacity of 100 KW and equipped with two generators, a controller and a
supporting steel lattice tower, and all other parts or components thereof, sold
by ZCC III to the Debtor (the "Turbines");
(b) all concrete pads, and all intermediate step-up transformers
for use in connection with the Turbines together with all wire cable for use in
connecting such intermediate step-up transformers to the Turbines, and all parts
and components thereof, sold by ZCC III to the Debtor (the "Turbine Related
Equipment");
(c) the 30 MW power substation, and all parts and components
thereof, sold by ZCC III to the Debtor (the "Power Substation"); and
(d) all insurance proceeds paid or payable to the Debtor under
the insurance policies (other than proceeds of any liability insurance policies
payable to the Debtor) maintained by or for the benefit of the Debtor with
respect to the Turbines, the Turbine Related Equipment, the Power Substation and
any other property of the Debtor.
As used herein, "Intangible Collateral" shall mean:
16
(a) the Power Purchase Contract designated Monolith II (the
"Power Agreement") dated June 22, 1984 between Zond Systems, Inc., a California
corporation ("Zond"), and Southern California Edison Company, a California
public utility, as assigned by Zond to the Debtor pursuant to the Assignment of
Power Purchase Contracts (the "Power Assignment") dated as of September 9, 1985
between Zond and the Debtor, together with the Power Assignment;
(b) the Windsystem Management Agreement dated as of September 9,
1985 between the Debtor and Zond;
(c) the Windsystem Construction Agreement (the "Windsystem
Construction Agreement") dated as of September 9, 1985 between the Secured Party
and the Debtor;
(d) the Wind Power Generating Facility Warranty Agreement (the
"Warranty Agreement") made by Vestas Energy A/S, a Danish corporation, in favor
of one or more purchasers to be subsequently designated, as referred to in the
Windsystem Construction Agreement;
(e) the Assignment (the "Warranty Assignment") dated as of
September 9, 1985 between the Secured Party and the Debtor, by which the Secured
Party assigned to the Debtor certain representations and warranties of Zond
contained in the Construction Agreement dated as of September 9, 1985 between
Zond and the Secured Party;
(f) the 1985 Tower Warranty executed by Vestas North America
Limited, a California corporation, in favor of the Debtor;
(g) the Series B Wind Park Easement Agreement dated as of
September 9, 1985 between the Debtor and the Secured Party;
(h) the Grant of Easement (Western Access) (Series B) dated as
of September 9, 1985 between Zond and the Debtor;
(i) the Grant of Easement (Interconnect) (Series B) dated as of
September 9, 1985 between Zond and the Debtor;
(j) the Series B Power Transfer Facilities Agreement dated as of
September 9, 1985 between Zond and the Debtor;
(k) the Non-Disturbance Agreement dated as of September 9, 1985
between Zond and the Debtor;
(l) any and all payments or monies received or to be received
under any of the foregoing, including without limitation any and all proceeds
from the sale of electricity under the Power Agreement as assigned to the Debtor
by the Power Assignment;
17
(m) any additional agreements to which the Debtor is a party, or
warranties assigned or running to the Debtor, and which relate to the ownership
and operation of the Turbines, Turbine Related Equipment and/or the Power
Substation; and
(n) any replacements, substitutions, modifications, amendments
or proceeds of any of the foregoing.
18
TRANSMITTING UTILITY FILING
This FINANCING STATEMENT is presented for filing pursuant to
the California Uniform Commercial Code.
1. DEBTOR (LAST NAME FIRST-- IF AN INDIVIDUAL)
Zond Windsystem Partners, Ltd. Series 85-B,
a California Limited Partnership
1A. SOCIAL SECURITY OR FEDERAL TAX NO.
1B. MAILING ADDRESS
000 Xxxxx Xxxxx Xxxxxx
0X. XXXX, XXXXX
Xxxxxxxxx, Xxxxxxxxxx
0X. ZIP CODE
93561
2. ADDITIONAL DEBTOR (IF ANY) (LAST NAME FIRST -- IF AN INDIVIDUAL)
2A. SOCIAL SECURITY OR FEDERAL TAX NO.
2B. XXXXXXX XXXXXXX
0X. XXXX, XXXXX
0X. XXX CODE
3. DEBTOR'S TRADE NAMES OR STYLES (IF ANY)
3A. FEDERAL TAX NUMBER
4. SECURED PARTY
NAME Zond Construction Corporation III
MAILING ADDRESS 000 Xxxxx Xxxxx Xxxxxx
CITY Tehachapi
STATE California
ZIP CODE 93561
4A. SOCIAL SECURITY NO., FEDERAL TAX NO.
OR BANK TRANSIT AND A.B.A NO.
5. ASSIGNEE OF SECURED PARTY (IF ANY)
NAME
XXXXXXX XXXXXXX
XXXX
XXXXX
XXX XXXX
0X. SOCIAL SECURITY NUMBER, FEDERAL TAX NO.
OR BANK TRANSIT AND A.B.A NO.
6. This FINANCING STATEMENT covers the following types or items of property
(include description of real property on which located and owner of record
when required by instruction 4).
See Exhibit A attached hereto and incorporated herein by reference.
This financing statement is to be filed in the records of the Secretary
of State of the State of California and concerns secured interests in
property of a transmitting utility including property, whether now
owned or hereafter acquired by the Debtor, which is or may be or is to
be or may become fixtures on the real property located in Xxxx County,
California and described in the attached Exhibit B, which is
incorporated herein by reference. The record owner of the real property
is Zond Construction Corporation III. This financing statement is filed
to comply with the Commercial Code in the event Debtor is deemed to be
a transmitting utility in accordance with Commercial Code Section
9105(1)(a), but is not intended as evidence that Debtor is or is
intended by the parties hereto to be a transmitting utility, nor is it
intended as evidence that any of the property is or is intended to be
fixtures.
7. CHECK [X]
IF APPLICABLE
7a. [ ] PRODUCTS OF COLLATERAL
ARE ALSO COVERED
7b. DEBTOR(S) SIGNATURE NOT REQUIRED IN ACCORDANCE WITH
INSTRUCTION 5(a) ITEM:
[ ](1) [ ](2) [ ](3) [ ](4)
8. CHECK [X] [ ] DEBTOR IS A "TRANSMITTING UTILITY" IN ACCORDANCE
IF APPLICABLE WITH UCC Section 9105 (1) (n)
9. Zond Windsystem Partners, Ltd. Series 85-B, a California Limited
Partnership By Zond Windsystem Management Corporation IV, general partner
By Xxxxx X. Xxxxxxxx Its Senior Vice President
----------------------, ---------------------
SIGNATURE
Zond Windsystem Partners, Ltd. Series 85-B, a California Limited
Partnership
TYPE OR PRINT NAME(S) OF DEBTOR(S)
Zond Construction Corporation III
By Xxxxx X. Xxxxxxxx Its Senior Vice President
----------------------, ---------------------
SIGNATURE
Zond Construction Corporation III
TYPE OR PRINT NAME(S) OF SECURED PARTY(IES)
10. THIS SPACE FOR USE OF FILING OFFICER
(DATE, TIME, FILE NUMBER
AND FILING OFFICER)
CODE
1
2
3
4
5
6
7
8
9
0
11. Return Copy to:
NAME Xxxxxx & Xxxxxxxx
ADDRESS 000 Xxxxx Xxxxxx Xxxxxx, 00xx Xxxxx
XXXX Los Angeles, California 90071
STATE
ZIP CODE Attention: Xxxxxxx X. Xxxxxxx, Esq.
FILING OFFICER COPY ACKNOWLEDGEMENT FILING OFFICER IS REQUESTED TO NOTE
FILE NUMBER
DATE AND HOUR OF FILING ON THIS COPY AND RETURN TO THE ABOVE PARTY
FORM UCC.1--FILING FEE $3.00 Approved by the Secretary of State
19
EXHIBIT A
TO UCC-I FINANCING STATEMENT
(TRANSMITTING UTILITY)
Debtor: Zond Windsystem Partners, Ltd. Series 85-B,
a California Limited Partnership
Secured Party: Zond Construction Corporation III ("ZCC III")
Section 6 continued:
-------------------
All of Debtor's right, title and interest in, to and under the
following:
(a) the "Windsystem Collateral" (as defined below);
(b) the "Intangible Collateral" (as defined below);
(c) any and all bank accounts from time to time maintained by
the Debtor;
(d) all other personal property, including without limitation
all goods, inventory, equipment, accounts, accounts receivable, contract rights,
general intangibles, chattel paper, instruments and documents, and fixtures,
whether presently or hereafter owned by the Debtor, and wherever located; and
(e) all substitutions and replacements for, accessions to and
proceeds of the foregoing.
As used herein, "Windsystem Collateral" shall mean:
(a) all Vestas Model V17 wind turbine generators, each having a
rated capacity of 100 KW and equipped with two generators, a controller and a
supporting steel lattice tower, and all other parts or components thereof, sold
by ZCC III to the Debtor (the "Turbines");
(b) all concrete pads, and all intermediate step-up transformers
for use in connection with the Turbines together with all wire cable for use in
connecting such intermediate step-up transformers to the Turbines, and all parts
and components thereof, sold by ZCC III to the Debtor (the "Turbine Related
Equipment");
(c) the 30 MW power substation, and all parts and components
thereof, sold by ZCC III to the Debtor (the "Power Substation"); and
(d) all insurance proceeds paid or payable to the Debtor under
the insurance policies (other than proceeds of any liability insurance policies
payable to the Debtor) maintained by or for the benefit of the Debtor with
respect to the Turbines, the Turbine Related Equipment, the Power Substation and
any other property of the Debtor.
20
As used herein, "Intangible Collateral" shall mean:
(a) the Power Purchase Contract designated Monolith II (the
"Power Agreement") dated June 22, 1984 between Zond Systems, Inc., a California
corporation ("Zond"), and Southern California Edison Company, a California
public utility, as assigned by Zond to the Debtor pursuant to the Assignment of
Power Purchase Con-tracts (the "Power Assignment") dated as of September 9, 1985
between Zond and the Debtor, together with the Power Assignment;
(b) the Windsystem Management Agreement dated as of September 9,
1985 between the Debtor and Zond;
(c) the Windsystem Construction Agreement (the "Windsystem
Construction Agreement") dated as of September 9, 1985 between the Secured Party
and the Debtor;
(d) the Wind Power Generating Facility Warranty Agreement (the
"Warranty Agreement") made by Vestas Energy A/S, a Danish corporation, in favor
of one or more purchasers to be subsequently designated, as referred to in the
Windsystem Construction Agreement;
(e) the Assignment (the "Warranty Assignment") dated as of
September 9, 1985 between the Secured Party and the Debtor, by which the Secured
Party assigned to the Debtor certain representations and warranties of Zond
contained in the Construction Agreement dated as of September 9, 1985 between
Zond and the Secured Party;
(f) the 1985 Tower Warranty executed by Vestas North America
Limited, a California corporation, in favor of the Debtor;
(g) the Series B Wind Park Easement Agreement dated as of
September 9, 1985 between the Debtor and the Secured Party;
(h) the Grant of Easement (Western Access) (Series B) dated as
of September 9, 1985 between Zond and the Debtor;
(i) the Grant of Easement (Interconnect) (Series B) dated as of
September 9, 1985 between Zond and the Debtor;
(j) the Series B Power Transfer Facilities Agreement dated as of
September 9, 1985 between Zond and the Debtor;
(k) the Non-Disturbance Agreement dated as of September 9, 1985
between Zond and the Debtor;
(l) any and all payments or monies received or to be received
under any of the foregoing, including without limitation any and all proceeds
from the sale of
21
electricity under the Power Agreement as assigned to the Debtor by the Power
Assignment;
(m) any additional agreements to which the Debtor is a party, or
warranties assigned or running to the Debtor, and which relate to the ownership
and operation of the Turbines, Turbine Related Equipment and/or the Power
Substation; and
(n) any replacements, substitutions, modifications, amendments
or proceeds of any of the foregoing.
22
EXHIBIT B
---------
TO UCC-1 FINANCING STATEMENT
----------------------------
(TRANSMITTING UTILITY)
----------------------
Legal Description of the Operating Site:
ALL OF SECTION 33, TOWNSHIP 32 SOUTH, RANGE 34 EAST, MOUNT DIABLO MERIDIAN, IN
THE UNINCORPORATED AREA OF THE COUNTY OF XXXX, STATE OF CALIFORNIA, ACCORDING TO
THE OFFICIAL PLAT THEREOF.
EXCEPT THAT PORTION OF SAID SECTION 33, THAT IS INCLUDED WITHIN THE LAND
DESCRIBED AS PARCEL IF IN THE FINAL ORDER OF CONDEMNATION HAD IN XXXX COUNTY
SUPERIOR COURT, CASE NO. 101028, A CERTIFIED COPY THEREOF WAS RECORDED JULY 23,
1970 IN BOOK 4420 PAGE 123, OFFICIAL RECORDS.
ALSO EXCEPT ALL THAT PORTION WITHIN THE RIGHT OF WAY, 200 FEET WIDE OF THE
SOUTHERN PACIFIC RAILROAD COMPANY AS GRANTED BY ACT OF CONGRESS OF JULY 27,
1866.
23
FIXTURE FILING
This FINANCING STATEMENT is presented for filing pursuant to
the California Uniform Commercial Code.
1. DEBTOR (LAST NAME FIRST -- IF AN INDIVIDUAL)
Zond Windsystem Partners, Ltd. Series 85-B,
a California Limited Partnership
1A. SOCIAL SECURITY OR FEDERAL TAX NO.
1B. MAILING ADDRESS
000 Xxxxx Xxxxx Xxxxxx
0X. XXXX, XXXXX
Xxxxxxxxx, Xxxxxxxxxx
0X. ZIP CODE
93561
2. ADDITIONAL DEBTOR (IF ANY) (LAST NAME FIRST -- IF AN INDIVIDUAL)
2A. SOCIAL SECURITY OR FEDERAL TAX NO.
2B. XXXXXXX XXXXXXX
0X. XXXX, XXXXX0X.
0X. ZIP CODE
3. DEBTOR'S TRADE NAMES OR STYLES (IF ANY)
3A. FEDERAL TAX NUMBER
4. SECURED PARTY
NAME Zond Construction Corporation III
MAILING ADDRESS 000 Xxxxx Xxxxx Xxxxxx
CITY Tehachapi
STATE California
ZIP CODE 93561
4A. SOCIAL SECURITY NUMBER, FEDERAL TAX NO.
OR BANK TRANSIT AND A.B.A NO.
5. ASSIGNEE OF SECURED PARTY (IF ANY)
NAME
XXXXXXX XXXXXXX
XXXX
XXXXX
XXX XXXX
0X. SOCIAL SECURITY NUMBER, FEDERAL TAX NO.
OR BANK TRANSIT AND A.B.A NO.
6. This FINANCING STATEMENT covers the following types or items of property
(include description of real property on which located and owner of record
when required by instruction 4).
See Exhibit A attached hereto and incorporated herein by reference.
This financing statement is to be recorded in the real estate records
of Xxxx County, California as a fixture filing and covers property,
whether now owned or hereafter acquired by Debtor, which is or may be
or is to be or may become fixtures on the real property described in
the attached Exhibit B, which is incorporated herein by reference. The
parties do not intend this filing to be evidence that such property is
or is intended to be fixtures. The record owner of such real property
is Zond Construction Corporation III.
7. CHECK [X]
IF APPLICABLE
7a. [ ] PRODUCTS OF COLLATERAL
ARE ALSO COVERED
7b. DEBTOR(S) SIGNATURE NOT REQUIRED IN ACCORDANCE WITH
INSTRUCTION 5(a) ITEM:
[ ](1) [ ](2) [ ](3) [ ](4)
8. CHECK [X] [ ] DEBTOR IS A "TRANSMITTING UTILITY" IN ACCORDANCE
IF APPLICABLE WITH UCC Section 9105 (1) (n)
9. Zond Windsystem Partners, Ltd. Series 85-B, a California Limited
Partnership By Zond Windsystem Management Corporation IV, general partner
By Its
----------------------, -------------------
SIGNATURE
Zond Windsystem Partners, Ltd. Series 85-B, a California Limited
Partnership
TYPE OR PRINT NAME(S) OF DEBTOR(S)
Zond Construction Corporation III
By Its
----------------------, -------------------
SIGNATURE
Zond Construction Corporation III
TYPE OR PRINT NAME(S) OF SECURED PARTY(IES)
10. THIS SPACE FOR USE OF FILING OFFICER
(DATE, TIME, FILE NUMBER
AND FILING OFFICER)
CODE
1
2
3
4
5
6
7
8
9
0
11. Return Copy to:
NAME Xxxxxx & Xxxxxxxx
ADDRESS 000 Xxxxx Xxxxxx Xxxxxx, 00xx Xxxxx
XXXX Los Angeles, California 90071
STATE
ZIP CODE Attention: Xxxxxxx X. Xxxxxxx, Esq.
(1)FILING OFFICER COPY
FORM UCC.1--FILING FEE $3.00 Approved by the Secretary of State
24
EXHIBIT A
---------
TO UCC-1 FINANCING STATEMENT
----------------------------
(FIXTURE FILING)
Debtor: Zond Windsystem Partners, Ltd. Series 85-B,
a California Limited Partnership
Secured Party: Zond Construction Corporation III ("ZCC III")
Section 6 continued:
-------------------
All of Debtor's right, title and interest in and to the
following, whether presently or hereafter owned by the Debtor:
(a) all Vestas Model V17 wind turbine generators, each having a
rated capacity of 100 KW and equipped with two generators, a controller and a
supporting steel lattice tower, and all other parts or components thereof, sold
by ZCC III to the Debtor (the "Turbines");
(b) all concrete pads, and all intermediate step-up transformers
for use in connection with the Turbines together with all wire cable for use in
connecting such intermediate step-up transformers to the Turbines, and all parts
and components thereof, sold by ZCC III to the Debtor (the "Turbine Related
Equipment");
(c) the 30 MW power substation, and all parts and components
thereof, sold by ZCC III to the Debtor (the "Power Substation");
(d) all insurance proceeds paid or payable to the Debtor under
the insurance policies (other than proceeds of any liability insurance policies
payable to the Debtor) maintained by or for the benefit of the Debtor with
respect to the Turbines, the Turbine Related Equipment and/or the Power
Substation; and
(e) all substitutions and replacements for, accessions to and
proceeds of the foregoing.
25
EXHIBIT B
---------
TO UCC-I FINANCING STATEMENT
----------------------------
(FIXTURE FILING)
Legal Description of the Operating Site:
ALL OF SECTION 33, TOWNSHIP 32 SOUTH, RANGE 34 EAST, MOUNT DIABLO MERIDIAN, IN
THE UNINCORPORATED AREA OF THE COUNTY OF XXXX, STATE OF CALIFORNIA, ACCORDING TO
THE OFFICIAL PLAT THEREOF.
EXCEPT THAT PORTION OF SAID SECTION 33, THAT IS INCLUDED WITHIN THE LAND
DESCRIBED AS PARCEL IF IN THE FINAL ORDER OF CONDEMNATION HAD IN XXXX COUNTY
SUPERIOR COURT, CASE NO. 101028, A CERTIFIED COPY THEREOF WAS RECORDED JULY 23,
1970 IN BOOK 4420 PAGE 123, OFFICIAL RECORDS.
ALSO EXCEPT ALL THAT PORTION WITHIN THE RIGHT OF WAY, 200 FEET WIDE OF THE
SOUTHERN PACIFIC RAILROAD COMPANY AS GRANTED BY ACT OF CONGRESS OF JULY 27,
1866.
26
