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EXHIBIT 10.6
Travelers Loan No. 205607
ASSUMPTION AND MODIFICATION AGREEMENT
THIS ASSUMPTION AND MODIFICATION AGREEMENT ("Agreement"), is made and
entered into this 19th day of November, 1996, but effective as of November 26,
1996 ("Effective Date"), by and among THE TRAVELERS INSURANCE COMPANY, a
Connecticut corporation ("Lender"), XXXXXX X. XXXXX, a single man, and XXXXXX
X. XXXXX, as Trustee of the Waipio Trust II (collectively, "Original
Borrower"), and PARK NORTHERN/CENTENNIAL PARTNERS, L.P., a Texas limited
partnership ("Assuming Borrower").
SECTION 1. RECITALS.
1.1 Original Borrower obtained a loan from Lender in the original
principal sum of THREE MILLION FOUR HUNDRED THOUSAND AND NO/100 DOLLARS
($3,400,000.00) (the "Loan"), pursuant to that certain Mortgage Loan
Application made by Original Borrower on September 5, 1990 and accepted by
Lender on September 25, 1990, as amended by the First Amendment to Mortgage
Loan Application dated November 6, 1990 (as amended, the "Loan Application").
1.2 The Loan is evidenced by that certain Note Secured by Deed of
Trust, dated November 9, 1990, made by Original Borrower and payable to the
order of Lender in the principal amount of $3,400,000.00 (the "Note"). There
is due and owing by Original Borrower to Lender under the Note as of November
20, 1996, the sum of $3,487,862.78, comprised of $3,332,332.04 of outstanding
principal, $7029.85 of accrued and unpaid interest due November 9, 1995,
$469,946.57 of accrued and unpaid default interest for the period commencing
November 9, 1995 and continuing through November 20, 1996 (less payments
received and held in a suspense account in the amount of $346,795.68), and
$25,350.00 in legal fees and costs.
1.3 Payment and performance of the Note is secured by, among other
things, that certain Deed of Trust and Security Agreement with Assignment of
Rents and Leases and Fixture Filing, dated November 9, 1990, executed by
Original Borrower, as Trustor, for the use and benefit of Lender, as
Beneficiary, recorded on November 9, 1990, at Recorder's No. 90-504083, in the
records of Maricopa County, Arizona (the "Deed of Trust"), covering the
property described therein (the "Property"), with a UCC-1 Financing Statement
dated November 9, 1990 and recorded on November 9, 1990, at Recorder's No.
90-504084, in the records of Maricopa County, Arizona and filed with the
Arizona Secretary of State on November 13, 1990, as File No. 643272 (the
"UCCs").
1.4 Original Borrower executed and delivered to Lender that
certain Hazardous Substance Indemnity Agreement dated November 9, 1990, with
respect to the Property (the "Environmental Indemnity").
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1.5 The Loan Application, the Note, the Deed of Trust, the UCCs,
the Environmental Indemnity and all other agreements, documents and instruments
evidencing, securing, or otherwise relating to the Loan, as modified herein,
are referred to individually as a "Loan Document" and collectively as the "Loan
Documents." Capitalized terms used and not otherwise defined herein shall have
the meaning set forth in the Note.
1.6 As a result of various defaults that have occurred and are
continuing under the Loan Documents, Lender has initiated a non-judicial
foreclosure of the Deed of Trust pursuant to the Notice of Trustee's Sale dated
March 28, 1996 and recorded on March 29, 1996 at Recorder's No. 96-0212143, in
the records of Maricopa County, Arizona (the "Trustee's Sale").
1.7 Original Borrower desires to convey, transfer and assign all
of its right, title and interest in and to the Property to Assuming Borrower
and Lender is willing to consent to such transfer upon the terms and conditions
herein contained. Assuming Borrower desires to assume the obligations of
Original Borrower under the Loan Documents and has requested that Lender modify
the Loan Documents as provided herein. Lender is willing to accept Assuming
Borrower as the obligor, trustor, assignor, indemnitor and debtor under the
Loan Documents, and agrees to make certain modifications in the Loan Documents
upon the terms and conditions herein contained.
NOW THEREFORE, in consideration of the recitals and the mutual
covenants contained in this Agreement and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Original Borrower, Assuming Borrower and Lender hereby agree, stipulate and
covenant as follows, notwithstanding anything to the contrary contained in the
Loan Documents:
SECTION 2. ASSUMPTION.
2.1 Assuming Borrower hereby assumes the obligation for payment of
the indebtedness evidenced by the Note and for the performance of all
covenants, conditions, provisions and agreements under the Loan Documents as
modified herein. This assumption has been agreed to by and between Original
Borrower and Assuming Borrower as part of the consideration for the conveyance,
transfer and assignment of the Property to Assuming Borrower.
2.2 Assuming Borrower hereby covenants, promises and agrees (i) to
pay the Note at the times, in the manner and in all other respects as therein
provided, as modified herein, and as it may be modified in writing between the
obligor and the holder thereof; (ii) to perform each and all of the covenants,
conditions, provisions and agreements in the Loan Documents, as modified
herein, to be performed by Original Borrower, at the time, in the manner and in
all other respects as therein provided; and (iii) to be bound by each and every
term, condition and provision of the Loan Documents, as modified herein, as
though such documents and instruments had originally been made, executed and
delivered by assuming borrower.
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SECTION 3. CONSENT TO TRANSFER.
Lender hereby consents to the transfer of the Property by Original
Borrower to Assuming Borrower. Such consent shall in no way affect the
liability or obligations of Assuming Borrower under the Loan Documents and the
priority of any of Lender's liens and security interests in the Property. Such
consent shall not constitute a consent to any further transfer of the Property;
Lender specifically reserves all of its rights and remedies provided for in the
Loan Documents in the event of any such further transfer.
SECTION 4. MODIFICATION OF LOAN DOCUMENTS.
4.1 Upon Lender's receipt of the amount set forth in Section
8.1(b)(i) hereof, the Outstanding Principal Balance of the Note shall be equal
to $2,800,000.00.
4.2 The Interest Rate of the Note is hereby changed from nine and
five-eighths percent (9.625%) per annum to eight and thirty-seven one
hundredths percent (8.37%) per annum.
4.3 Interest and principal on the Note shall be payable in equal
monthly installments based upon a twenty (20) year amortization of the
Outstanding Principal Balance with interest at the Interest Rate (which
installments are estimated to be $24,069.16 per month), commencing on January
1, 1997 and on each Payment Date thereafter.
4.4 The Maturity Date of the Note is hereby extended from November
9, 1995 to December 1, 2006. The Outstanding Principal Balance, all accrued
and unpaid interest and all other amounts payable under the Note shall be due
and payable on the Maturity Date, as extended herein.
4.5 Each reference in the Loan Documents to any of the Loan
Documents is hereby amended to be a reference to such document as modified
herein.
SECTION 5. REPRESENTATIONS, WARRANTIES AND COVENANTS.
Original Borrower and Assuming Borrower hereby represent, warrant and
covenant to Lender as follows:
5.1 Original Borrower, Assuming Borrower and its sole general
partner ("General Partner") hereby represent and warrant that they have
thoroughly read and reviewed the terms and provisions of this Agreement and are
familiar with same, that the terms and provisions contained herein are clearly
understood by them and have been fully and unconditionally consented to by
them, and that Original Borrower, Assuming Borrower and General Partner have
had full benefit and advice of counsel of their own selection, in regard to
understanding the terms, meaning and effect of this Agreement, and that this
Agreement has been entered into by Original Borrower, Assuming Borrower and
General Partner, respectively, freely, voluntarily, with full knowledge,
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and without duress, and that in executing this Agreement, Original Borrower,
Assuming Borrower and General Partner are relying on no representations other
than as contained in the Loan Documents and herein, either written or oral,
express or implied, made to Original Borrower, Assuming Borrower or General
Partner by any other party hereto, and that the consideration received by
Original Borrower, Assuming Borrower and General Partner hereunder has been
actual and adequate.
5.2 Any written statement by Original Borrower or Assuming
Borrower to Lender in connection with the proposal for and closing of this
Agreement (a) shall be true and accurate in all material respects, and (b)
shall not omit any material facts or information that would make such statement
misleading in the context of Lender's evaluation of said proposal. If any such
statement fails to comply with the immediately preceding sentence, then the
same shall be as default under the Loan Documents, thereby entitling Lender to
exercise its rights to accelerate the Note. Assuming Borrower understands that
Lender is relying on such statements in entering into this Agreement.
5.3 The lien of the Deed of Trust is and shall remain an
enforceable and valid first lien against the Property. It is the intent of the
parties that upon recordation of a memorandum ("Memorandum") of this Agreement
the same shall merely supplement the terms and conditions of the Deed of Trust,
as provided herein, without in any way affecting the priority thereof. In the
event that for any reason whatsoever the lien of the Deed of Trust shall be
rendered inferior, junior or subordinate to any other claim, encumbrance or
interest to, against or in the Property, save and except as to the matters
expressly permitted by the terms and conditions of the Deed of Trust, as
modified herein, then and in such event, at the sole option of Lender, the
indebtedness evidenced by the Note may be accelerated and declared due and
payable immediately and forthwith. Further, the lien evidenced by the
Memorandum shall relate back to the date of the original recordation of the
Deed of Trust.
5.4 Original Borrower and Assuming Borrower have full power and
authority to execute, deliver and perform their obligations under this
Agreement, and this Agreement is binding upon and enforceable against Original
Borrower and Assuming Borrower in accordance with its terms.
5.5 Upon the effectiveness of the modifications contemplated by
this Agreement, there is no event of default hereunder or under the Note, the
Deed of Trust or any of the other Loan Documents, as each is amended hereby,
and no event exists which, with the giving of notice or the passage of time, or
both, would give rise to an event of default hereunder or thereunder.
SECTION 6. WAIVER, RELEASE AND INDEMNITY.
6.1 Original Borrower and Assuming Borrower each hereby ratifies,
reaffirms, acknowledges, and agrees that the Loan Documents represent valid,
enforceable and collectible obligations of Original Borrower and Assuming
Borrower, and that there are no existing claims,
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defenses, personal or otherwise, or rights of setoff whatsoever with respect to
any of these documents or instruments.
6.2 Original Borrower and Assuming Borrower each hereby (a) waives
any claim that it might have to claim a preference with respect to any payments
made to Lender in accordance with the Loan Documents, as modified herein, in
any state or federal bankruptcy proceeding commenced by or against Original
Borrower or Assuming Borrower, and (b) agrees that if Original Borrower or
Assuming Borrower receives a distribution in any such bankruptcy proceeding of
funds paid by Original Borrower or Assuming Borrower to Lender in accordance
with the Loan Documents, as modified herein, and refunded by Lender as a result
of a preference claim, Original Borrower and Assuming Borrower shall deliver
such funds to Lender immediately upon written demand by Lender if so permitted
by the bankruptcy court.
6.3 As additional consideration of the modification of the Loan
Documents by Lender as herein set forth, Original Borrower, Assuming Borrower
and General Partner hereby release and forever discharge Lender, its agents,
servants, employees, directors, officers, attorneys, branches, affiliates,
subsidiaries, successors and assigns and all persons, firms, corporations, and
organizations in its behalf of and from all damage, loss, claims, demands,
liabilities, obligations, actions and causes of action whatsoever which
Original Borrower, Assuming Borrower or General Partner may now have or claim
to have against Lender, as of the Effective Date, whether presently known or
unknown, and of every nature and extent whatsoever on account of or in any way
touching, concerning, arising out of or founded upon the Loan Documents,
including but not limited to, all such loss or damage of any kind heretofore
sustained, or that may arise as a consequence of the dealings between the
parties up to and including the Effective Date. This agreement and covenant on
the part of Original Borrower, Assuming Borrower and General Partner is
contractual, and not a mere recital, and the parties hereto acknowledge and
agree that no liability whatsoever is admitted on the part of any party, except
the indebtedness herein stated under the Loan Documents, as herein modified,
and that all agreements and understandings among Original Borrower, Assuming
Borrower, General Partner and Lender are expressed and embodied in the Loan
Documents, as herein modified.
SECTION 7. OTHER MODIFICATIONS, RATIFICATIONS AND AGREEMENTS.
7.1 Original Borrower and Assuming Borrower each hereby reaffirms
to Lender each of the representations, warranties, covenants and agreements of
Original Borrower and Assuming Borrower set forth in the Note, the Deed of
Trust and all other Loan Documents, as modified herein, with the same force and
effect as if each were separately stated herein and made as of the date hereof.
7.2 Original Borrower and Assuming Borrower each hereby
acknowledges and reaffirms its obligations under the Note, the Deed of Trust
and the other Loan Documents, as amended hereby, and agrees that any reference
made herein and therein to any of the Loan Documents shall be a reference to
such document as amended pursuant to this Agreement.
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7.3 The Property shall remain in all respects subject to the lien,
charge and encumbrance of the Deed of Trust, as herein modified, and nothing
herein contained and nothing done pursuant hereto, shall affect the lien,
charge or encumbrance of the Deed of Trust, as herein modified, or the priority
thereof with respect to other liens, charges, encumbrances or conveyances, or
release or affect the liability of any party or parties whomsoever who may now
or hereafter be liable under or on account of the Loan Documents, as herein
modified.
7.4 Assuming Borrower agrees that it shall not amend its
partnership agreement and shall not transfer any general partnership interests
therein without the prior written consent of Lender.
7.5 Nothing in this Agreement or in any of the Loan Documents, as
modified herein, shall constitute Original Borrower, Assuming Borrower and
Lender as partners, joint venturers, or tenants in common, or require Lender to
participate in any costs, liabilities, expenses or losses of Original Borrower
or Assuming Borrower. The only relationship between Original Borrower,
Assuming Borrower and Lender is that of borrower and secured lender. Original
Borrower, Assuming Borrower and Lender agree that Assuming Borrower remains
solely in control of the Property, and that subject to the limitations set
forth in the Loan Documents, as modified herein, Assuming Borrower determines
the business plan for, and employment, management, leasing and operating
directions and decisions for, the Property and Assuming Borrower, and Lender
shall not in any event be deemed to be a "mortgagee-in-possession" as a result
of this Agreement.
7.6 Assuming Borrower shall grant to Lender a prior and valid
security interest in any and all accounts required to be established pursuant
to this Agreement, and the Loan Documents, as modified herein, shall constitute
a security agreement upon said accounts. Assuming Borrower agrees to execute
and deliver to Lender UCC financing statements evidencing such security
interest.
7.7 The management agreement of CB Commercial Real Estate Group,
Inc. ("Manager"), the current manager of the Property, shall be in form and
content acceptable to Lender, shall be subordinated to the lien of the Loan
Documents, as modified herein, and, if required by Lender, shall be
collaterally assigned to Lender with the consent of Manager. Manager's right
to receive a management fee shall be subordinate and inferior to Lender's right
to receive payments under the Loan.
SECTION 8. CONDITIONS PRECEDENT.
8.1 The modifications set forth in this Agreement shall not be
binding upon Lender and Lender shall have the right to proceed with the
Trustee's Sale until each of the following conditions precedent are satisfied:
(a) Delivery to Lender of:
(i) Duly executed original of this Agreement.
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(ii) Duly executed Memorandum of this Agreement.
(iii) Duly executed UCC-1s.
(iv) Duly executed Certification and Agreement
as to Ground Lease.
(v) An opinion of Assuming Borrower's counsel
acceptable to Lender and covering the following matters:
(1) the due authorization, execution,
validity, binding effect and enforceability of this
Agreement and all documents executed in connection
with this Agreement in accordance with their terms;
(2) the Note as modified herein
complies with applicable usury laws;
(3) the due organization and valid
legal existence of Assuming Borrower and General
Partner; and
(4) such other matters incident to the
transactions contemplated by this Agreement as Lender
may reasonably request.
(vi) Copy of Partnership Agreement of Assuming
Borrower, and all amendments thereto and restatements thereof,
certified by its general partner as being true, correct and
complete as of the date of this Agreement.
(vii) Non-Corporate Authorizations and such other
documents as Lender may require relating to the existence and
good standing of Original Borrower and Assuming Borrower, and
the authority of any person executing this Agreement or other
documents on behalf of Original Borrower and Assuming
Borrower.
(viii) A commitment from the title insurance
company that issued the Lender's ALTA extended coverage title
insurance policy in connection with the Note (the "Title
Policy") to issue a No. 10 endorsement, in form satisfactory
to Lender, to the Title Policy, insuring that the Deed of
Trust, as modified hereby, continues to be a first lien upon
the Property, as security for the Note, as modified herein,
subject only to those exceptions contained in the Title Policy
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and to such additional exceptions as Lender has approved or
may specifically approve in writing.
(ix) A Phase I environmental audit of the Property
(including a detailed report on the asbestos contained
therein, if any) performed by a consultant and in form and
scope satisfactory to Lender. If, based on the environmental
audit, Lender determines that additional testing or
investigation should be performed on the Property, such
testing or investigation shall be performed prior to the
closing of the modifications contained herein. The
modifications contained herein shall be subject to Lender's
satisfaction that the Property is free of hazardous materials
and wastes.
(x) Evidence reasonably acceptable to Lender that
Assuming Borrower is solvent.
(xi) Evidence reasonably acceptable to Lender that
hazard, liability and rental interruption insurance in such
amounts and with such companies as Lender may require is in
force and effect for the Property.
(xii) Evidence reasonably acceptable to Lender that
all real estate taxes and assessments which are due and
payable with respect to the Property have been paid.
(b) Payment by Assuming Borrower of:
(i) $505,092.46 to be applied to the Outstanding
Principal Balance of the Note, plus all accrued and unpaid
interest under the Note from November 1, 1996 to the Effective
Date.
(ii) A Modification Fee in the amount of
$14,000.00.
(iii) All out-of-pocket costs, expenses, fees and
charges occurring in connection with or as a result of the
negotiation, preparation, and approval of this Agreement, and
the recording of the Memorandum, including, without
limitation, all attorneys' fees and title insurance premiums,
UCC searches, escrow, recording, and environmental
consultants' and appraisal fees and other expenses incurred by
or on behalf of Lender.
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SECTION 9. GENERAL.
9.1 Notwithstanding anything to the contrary contained herein or
in any other instrument executed by Original Borrower, Assuming Borrower or
Lender, or in any other action or conduct undertaken by Original Borrower,
Assuming Borrower or Lender on or before the date hereof, the agreements,
covenants and provisions contained herein and in the agreements entered into
and executed by the parties as herein provided shall constitute the only
evidence of Lender's consent to modify the terms and provisions of the Note,
the Deed of Trust or any other Loan Documents. Accordingly, no express or
implied consent to any further modifications involving any of the matters set
forth in this Agreement or otherwise shall be inferred or implied by Lender's
execution of this Agreement. Further, Lender's execution of this Agreement
shall not constitute a waiver (either express or implied) of the requirement
that any further modification of the Note, the Deed of Trust or any other Loan
Document shall require the express written approval of Lender; no such approval
(either express or implied) has been given as of the date hereof.
9.2 Each provision of this Agreement and each provision of the
Note and all of the other Loan Documents, as modified hereby, shall be
interpreted so as to be effective and valid under applicable law, but if any
such provision shall in any respect be ineffective or invalid under such law,
such ineffectiveness or invalidity shall not affect the remainder of such
provision or the remaining provisions of such document. This Agreement shall
be effective as of the Effective Date.
9.3 This Agreement shall not be construed more strictly against
Lender merely by virtue of the fact that the same has been prepared by Lender
or its counsel, it being recognized that Original Borrower, Assuming Borrower
and Lender have contributed substantially and materially to the preparation of
this Agreement, and Assuming Borrower and Lender each acknowledges and waives
any claim contesting the existence and the adequacy of the consideration given
by the other party hereto in entering into this Agreement.
9.4 To the extent the terms of this Agreement conflict with the
terms of the Note, the Deed of Trust or any of the other Loan Documents, the
terms of this Agreement shall control.
9.5 This Agreement is to be construed and enforced according to
the laws of the State of Arizona, without regard to its conflict-of-laws
principles. In any action brought under or arising out of this Agreement or
any of the Loan Documents modified hereby, Original Borrower and Assuming
Borrower each hereby consents to the jurisdiction of any competent court within
the State of Arizona and hereby consents to service of process by any means
authorized by Arizona law.
9.6 This Agreement may be executed in any number of counterparts,
each of which counterparts shall for all purposes be deemed to be an original,
but all of which counterparts shall together constitute but one and the same
Agreement.
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9.7 All notices to be served pursuant hereto shall be deemed
properly delivered personally or by Federal Express or comparable "over-night"
courier service (which shall be deemed received on the date of delivery
thereof), or served by United States certified or registered mail, postage
prepaid (which shall be deemed received on the third business day following the
postmark date thereof), to Original Borrower, Assuming Borrower and Lender at
the addresses set forth below or to such other addresses as said parties may
direct in writing:
If to Original Borrower, at:
Xxxxxx X. Xxxxx
00 Xxxx Xxxxx Xxxxx
Xxxxxxx, Xxxxxx 00000
If to Assuming Borrower, at:
Park Northern/Centennial Partners, L.P.
0000 Xxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxxx X. XxXxx
If to Lender, at:
The Travelers Insurance Company
0000 Xxxxx Xxxxxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxxxxx Xxxxx, Xxxxxxxxxx 00000-0000
Attention: Xxx XxXxxx
and
The Travelers Insurance Company
Xxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000-0000
Attention: Real Estate Investments
With a copy to:
Xxxxxxx Lang, P.A.
Renaissance Xxx
Xxx X. Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000-0000
Attention: Xxxxx X. Xxxxxxx
9.8 All words herein which are expressed in the neuter gender
shall be deemed to include the masculine, feminine and neuter genders and any
word herein which is expressed in the
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singular or plural shall be deemed, whenever appropriate in the context, to
include the plural and the singular.
9.9 This Agreement is made for the sole protection and benefit of
the parties hereto, and no other person or entity shall have any right of
action hereon.
9.10 Notwithstanding this or any prior forbearance, actual or
implied, of any nature by Lender, time is hereby declared to be of the essence
hereof, of the Note and of all Loan Documents, and Lender requires, and
Original Borrower and Assuming Borrower each agrees to, strict performance of
each and every covenant, condition, provision and agreement hereof, of the Note
and of all Loan Documents.
9.11 Except as provided herein, this Agreement shall be binding
upon and shall inure to the benefit of Original Borrower, Assuming Borrower and
Lender and their respective successors, assigns, grantees, heirs, executors,
personal representatives, and administrators.
IN WITNESS WHEREOF, this Agreement has been executed by the parties
hereto in manner and form sufficient to bind them, as of the day and year first
above written.
WITNESS/ATTEST: LENDER:
THE TRAVELERS INSURANCE
COMPANY, a Connecticut corporation
--------------------------------
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
WITNESS/ATTEST: ORIGINAL BORROWER:
/s/ XXXXXX X. XXXXX
-------------------------------- --------------------------------------
XXXXXX X. XXXXX, a single man
/s/ XXXXXX X. XXXXX
--------------------------------------
XXXXXX X. XXXXX, as Trustee of the
Waipio Trust II
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WITNESS/ATTEST: ASSUMING BORROWER:
PARK NORTHERN/CENTENNIAL PARTNERS, L.P.,
a Texas limited
partnership
--------------------------------
BY: UNITED INVESTORS REALTY TRUST, a
Texas real estate investment trust,
its general partner
By: /s/ XXXXX X. XXXXXXX
-------------------------------
Name: Xxxxx X. Xxxxxxx
-----------------------------
Title: President and CEO
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STATE OF _____________ )
) ss.
County of ___________ )
The foregoing instrument was acknowledged before me this _____ day of
_____________, 1996, by ____________________, the ______________________ of The
Travelers Insurance Company, a Connecticut corporation, on behalf of that
corporation.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
-------------------------------
Notary Public
My commission expires:
______________________
STATE OF _____________ )
) ss.
County of ____________ )
The foregoing instrument was acknowledged before me this _____ day of
_____________, 1996, by Xxxxxx X. Xxxxx, a single man.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
-------------------------------
Notary Public
My commission expires:
______________________
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STATE OF _____________ )
) ss.
County of ____________ )
The foregoing instrument was acknowledged before me this _____ day of
_____________, 1996, by Xxxxxx X. Xxxxx, as Trustee of the Waipio Trust II.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
----------------------------
Notary Public
My commission expires:
______________________
STATE OF _____________ )
) ss.
County of _____________ )
The foregoing instrument was acknowledged before me this _____ day of
___________, 1996, by ________________________, a ______________________ of
UNITED INVESTORS REALTY TRUST, a Texas real estate investment trust, General
Partner of PARK NORTHERN/CENTENNIAL PARTNERS, L.P., a Texas limited partnership,
on behalf of that partnership.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
----------------------------
Notary Public
My commission expires:
______________________
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