LEASE GUARANTY AND NEGATIVE PLEDGE AGREEMENT
Exhibit 10.8
LEASE GUARANTY AND NEGATIVE
PLEDGE AGREEMENT
PLEDGE AGREEMENT
THIS LEASE GUARANTY AND NEGATIVE PLEDGE AGREEMENT is dated as of June 1, 2008 (this
“Guaranty”), by LIFE TIME FITNESS, INC., a Minnesota corporation (“Guarantor”), whose mailing
address is 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000, in favor of LTF REAL ESTATE VRDN I, LLC, a
Delaware limited liability company, its successors and assigns (“Landlord”), whose address is 0000
Xxxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000, with reference to the recitals set forth below.
R E C I T A L S:
A. Landlord has agreed to lease to LTF Club Operations Company, Inc., a Minnesota corporation
(“Tenant”), certain real property and improvements thereon located on the real property legally
described on (i) Exhibit A-1 hereto (the “Minnesota Premises”) pursuant to the Lease Agreement
dated as of June 13, 2008 (the “Minnesota Lease”) between Landlord and Tenant and (ii) Exhibit A-2
hereto (the “Kansas Premises”; the Minnesota Premises and the Kansas Premises are collectively
referred to herein as the “Premises”) pursuant to the Lease Agreement dated as of June 13, 2008
(the “Kansas Lease”; the Minnesota Lease and the Kansas Lease are referred to herein individually
as a “Lease” and collectively as the “Leases”) between Landlord and Tenant.
B. General Electric Capital Corporation (“GECC”) has agreed to issue an irrevocable direct pay
letter of credit (the “Letter of Credit”) for the account of Landlord pursuant to the terms of the
Reimbursement Agreement dated as of June 1, 2008 (the “Reimbursement Agreement”) among GECC,
Landlord and GE Government Finance, Inc. As security for its reimbursement obligations under the
Reimbursement Agreement, Landlord has, (i) pursuant to the terms of the Mortgage, Security
Agreement, Assignment of Leases and Rents, Financing Statement and Fixture Filing of even date
herewith, (a) granted a mortgage lien to GECC on the Minnesota Premises and (b) assigned all of its
rights and interest in the Minnesota Lease to GECC, and (ii) pursuant to the terms of the Mortgage,
Security Agreement, Assignment of Leases and Rents, Financing Statement and Fixture Filing of even
date herewith, (a) granted a mortgage lien to GECC on the Kansas Premises and (b) assigned all of
its rights and interest in the Kansas Lease to GECC.
C. As a condition precedent to issuing the Letter of Credit, GECC requires that Tenant obtain
the execution of this Guaranty by Guarantor, and Landlord will be relying on the terms hereof in
leasing the Premises. As a condition precedent to GECC’s issuing the Letter of Credit, GECC
requires that Landlord assign its rights in this Guaranty to GECC.
D. The leasing of the Premises by Landlord to Tenant and the issuance of the Letter of Credit
are of value to Guarantor, are reasonably expected to benefit Guarantor, directly or indirectly,
and are in furtherance of Guarantor’s interests.
In consideration of Landlord’s leasing the Premises to Tenant, and as an inducement to
Landlord to do so, Guarantor hereby agrees, warrants and covenants as follows:
1. Guarantor hereby unconditionally, irrevocably and absolutely guarantees the full and prompt
payment when due, whether by acceleration or otherwise, of (a) all rent and all other sums and
charges whatsoever payable by Tenant under the Leases, including, without limitation, all costs of
collection, attorneys’ fees, court costs, and other advances and extensions thereunder, and (b) the
full, faithful and prompt performance and observance of all the covenants, terms and conditions and
agreements to be performed and observed by Tenant under the Leases, all without set-off,
counterclaim, recoupment, or deduction of any amounts owing or alleged to be owing by Landlord to
Tenant. It is expressly understood that this Guaranty covers, without limitation, (y) any and all
amendments, extensions, modifications, rearrangements and renewals of the Leases; and (z) all
interest, default interest, late payment fees and other amounts that would have accrued under the
Leases but for the commencement of a case under the Federal Bankruptcy Code or any other similar
federal or state law. Without limiting the foregoing, Guarantor specifically guarantees payment of
any judgment entered against the Tenant and any damages that may be awarded in any action brought
against the Tenant by Landlord arising out of or relating to either Lease. All of the
indebtedness, obligations and liabilities described in this paragraph are referred to herein
collectively as the “Guaranteed Obligations.” This Guaranty is a guaranty of payment and not
merely of collection.
2. This Guaranty shall take effect when received by Landlord without the necessity of any
acceptance by Landlord or of any notice to Guarantor or to Tenant, shall be continuing and
irrevocable, and shall remain in full force and effect until all the Guaranteed Obligations are
fully and finally paid. If payment is made by Tenant, whether voluntarily or otherwise, or by any
third party, on the Guaranteed Obligations and thereafter Landlord is forced to remit, rescind or
restore the amount of that payment under any federal or state bankruptcy law or law for the relief
of debtors or for any other reason, (a) the amount of such payment shall be considered to have been
unpaid at all times for the purposes of enforcement of this Guaranty and (b) the obligations of
Tenant guaranteed herein shall be automatically reinstated to the extent of such payment.
3. The obligations of Guarantor hereunder are separate and independent of the obligations of
Tenant. Guarantor expressly agrees that a separate action may be brought against Guarantor whether
or not Tenant is joined in such action.
4. Guarantor represents, warrants, and covenants to Landlord that (a) Guarantor is a
corporation duly organized, validly existing and in good standing under the laws of the State of
Minnesota; (b) Guarantor is in good standing and is duly licensed or qualified to transact business
in the State of Minnesota and the State of Kansas; (c) Guarantor expects to derive financial and
other advantages and benefits, directly or indirectly, from the making of this Guaranty;
(d) Guarantor executed this Guaranty without any intent to hinder, delay, or defraud any current or
future creditor of Guarantor; (e) Guarantor is not insolvent and will not become insolvent as a
result of the execution of this Guaranty; (f) Guarantor is not engaged, and is not about to engage,
in any business or transaction for which any property remaining with Guarantor has an unreasonably
small capital or for which the remaining assets of Guarantor are unreasonably small in relation to
the business of Guarantor or the transaction contemplated by this Guaranty; (g) Guarantor does not
intend to incur, and does not believe and has no reason to believe, that Guarantor will incur,
debts beyond Guarantor’s ability to pay such debts as they become due; (h) no representations or
agreements of any kind have been made to
Guarantor which would limit or qualify in any way the terms of this
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Guaranty; (i) Landlord
has made no representation to Guarantor as to the creditworthiness of Tenant; (j) Guarantor has
established adequate means of obtaining from Tenant on a continuing basis information regarding
Tenant’s financial condition; (k) Guarantor will keep adequately informed of any facts, events or
circumstances which might in any way affect Guarantor’s risks under this Guaranty; (l) this
Guaranty shall not be affected by Landlord’s failure to disclose to Guarantor any information or
documents (financial or otherwise) heretofore or hereafter acquired by Landlord in the course of
its relationship with Tenant; (m) Guarantor has been fully authorized to execute, deliver and
perform this Guaranty, and to incur the obligations herein provided for, under the terms and
provisions of the resolutions of its board of directors, or by other appropriate official approval,
and further represents, covenants and warrants that all requirements have been met, and procedures
have occurred in order to ensure the enforceability of this Guaranty and this Guaranty has been
duly authorized, executed and delivered; (n) the officer of Guarantor executing this Guaranty has
been duly authorized to execute and deliver this Guaranty under the terms and provisions of a
resolution of Guarantor’s board of directors, or by other appropriate official approval; (o) this
Guaranty constitutes a valid and legally binding obligation of Guarantor enforceable against
Guarantor in accordance with its terms, except to the extent limited by bankruptcy, reorganization
or other laws of general application relating to effecting the enforcement of creditors’ rights;
(p) the execution and delivery of this Guaranty, the consummation of the transactions contemplated
hereby and the fulfillment of the terms and conditions hereof do not and will not violate any law,
rule, regulation or order, conflict with or result in a breach of any of the terms or conditions of
the articles of incorporation or bylaws of Guarantor or of any agreement or instrument to which
Guarantor is now a party and does not and will not constitute a default under any of the foregoing
or result in the creation or imposition of any liens, charges or encumbrances of any nature upon
any of the property or assets of Guarantor contrary to the terms of any instrument or agreement to
which Guarantor is a party or by which it is bound; and (q) Guarantor’s federal tax identification
number is 00-0000000.
5. Guarantor agrees that all terms and conditions of agreements heretofore or hereafter made
between Landlord and the Tenant (including, without limitation, the Leases) shall not affect
Guarantor’s obligations under this Guaranty and further agrees that any of the following actions of
the Landlord taken without further consent of or disclosure or notice to Guarantor, and without
affecting or releasing the obligations of Guarantor hereunder, and accordingly Landlord may,
without affecting Guarantor’s obligations under this Guaranty: (a) surrender, exchange, release,
assign, or sell any collateral or waive, release, assign, sell, or subordinate any security
interest, in whole or in part; (b) waive, delay the exercise of, release, compromise, or grant
indulgences in respect of any rights or remedies of Landlord against the Tenant or any surety or
guarantor (including, without limitation, rights or remedies of Landlord against Guarantor under
this Guaranty); (c) waive or delay the exercise of any rights or remedies of Landlord in respect of
any collateral or security interest now or hereafter held; (d) renew, extend, waive, accelerate, or
modify the terms of any Guaranteed Obligation or the obligations of any surety or guarantor;
(e) realize on any security interest with or without preservation of a deficiency judgment;
(f) apply payments received from Tenant or any surety or guarantor (including Guarantor) or from
any collateral to any indebtedness, liability, or obligations of Tenant or such sureties or
guarantors whether or not a Guaranteed Obligation hereunder; or (g) adjust, compromise or receive
less than the amount due upon any collateral or the Guaranteed Obligations,
and enter into any accord and satisfaction or novation agreement with respect to the same as
Landlord shall deem advisable.
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6. Guarantor waives notice of (a) Landlord’s acceptance of this Guaranty or its intention to
act or its actions in reliance hereon; (b) the present existence or future incurring of any
Guaranteed Obligations or any terms or amounts thereof or any change therein; (c) any default by
the Tenant or any surety or guarantor; (d) the obtaining of any guaranty or surety agreement (in
addition to this Guaranty); (e) the obtaining of any pledge, assignment or other security for any
Guaranteed Obligations; (f) the release of the Tenant or any surety or guarantor; (g) the release
of any collateral; and (h) any other demands or notices whatsoever with respect to the Guaranteed
Obligations or this Guaranty. The Guarantor further waives notice of presentment, demand, protest,
notice of nonpayment, notice of intent to accelerate, and notice of protest in relation to any
instrument or agreement evidencing any Guaranteed Obligation.
7. Guarantor hereby waives (a) promptness and diligence and all other notices, demands and
protests, and all other formalities of every kind in connection with the enforcement of either
Lease or of the obligations of Guarantor hereunder, the omission of or delay in which, but for the
provisions of this paragraph, might constitute grounds for relieving the Guarantor of its
obligations hereunder; and (b) any requirement that Landlord protect, secure, perfect or insure any
lien or security interest or other encumbrance or any property subject thereto or pursue or exhaust
any right or take any action (including mitigation of damages) against or with respect to the
Tenant or any other person or entity or any collateral.
8. Guarantor expressly waives any and all rights to defenses under this Guaranty arising by
reason of (a) any “one-action” or “anti-deficiency” law or any other law which may prevent Landlord
from bringing any action, including a claim for deficiency against Guarantor, before or after
Landlord’s commencement or completion of any action against Tenant; (b) ANY ELECTION OF REMEDIES BY
LANDLORD (INCLUDING WITHOUT LIMITATION ANY TERMINATION OF EITHER LEASE) WHICH DESTROYS OR OTHERWISE
ADVERSELY AFFECTS GUARANTOR’S SUBROGATION RIGHTS OR GUARANTOR’S RIGHTS TO PROCEED AGAINST TENANT
FOR REIMBURSEMENT; (c) any defense of Tenant or of any other person, or by reason of the cessation
of Tenant’s liability from any cause whatsoever, other than full and final payment in legal tender
of the Guaranteed Obligations; (d) any right to claim discharge of the Guaranteed Obligations on
the basis of unjustified impairment of any collateral for the Guaranteed Obligations; (e) any
change in the corporate relationship between Guarantor and Tenant or any termination of such
relationship; (f) any irregularity, defect or unauthorized action by Landlord or Tenant or any of
their respective officers, directors or other agents in executing and delivering any instrument or
agreements relating to the Guaranteed Obligations or in carrying out or attempting to carry out the
terms of any such agreements; (g) any receivership, insolvency, bankruptcy, reorganization or
similar proceeding by or against Tenant, Landlord or Guarantor; (h) any setoff, counterclaim,
recoupment, deduction, defense or other right which Guarantor may have against Landlord, Tenant or
any other person for any reason whatsoever whether related to the Guaranteed Obligations or
otherwise; (i) any assignment, endorsement or transfer, in whole or in part, of the Guaranteed
Obligations, whether made with or without notice to or the consent of Guarantor; (j) if the
recovery from Tenant or any other person or entity becomes barred by any statute of limitations or
is
otherwise prevented; or (k) any neglect, delay, omission, failure or refusal of Landlord to
take or prosecute any action for the collection of any of the Guaranteed Obligations or to
foreclose or take or prosecute any action in connection with any lien or right of security
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(including perfection thereof) existing or to exist in connection with, or as security for, any of
the Guaranteed Obligations, it being the intention hereof that Guarantor shall remain liable as a
principal on the Guaranteed Obligations notwithstanding any act, omission or event which might, but
for the provisions hereof, otherwise operate as a legal or equitable discharge of Guarantor.
Guarantor hereby waives all defenses of a surety to which it may be entitled by statute or
otherwise.
9. Guarantor hereby agrees and covenants not to allow a Change of Control (as defined in the
Reimbursement Agreement) to occur, until such time as the Guaranteed Obligations have been fully
satisfied.
10. [Reserved.]
11. Guarantor hereby irrevocably waives all claims it has or may acquire against Tenant in
respect of the Guaranteed Obligations, including rights of exoneration, reimbursement and
subrogation, unless and until all of the obligations under the Reimbursement Agreement and the
Environmental Indemnity Agreement have been paid in full.
12. Guarantor will deliver, or cause to be delivered, to GECC each of the following, which
shall be in form and detail acceptable to GECC:
(a) as soon as available, and in any event within 120 days after the end of each fiscal
year of Guarantor, or if longer, within the period allowed by the Securities and Exchange
Commission to file annual financial statements, copies of publicly available reports;
(b) if the reports set forth in subsection (a) of this Section are no longer publicly
available, as soon as available, and in any event within 120 days after the end of each
fiscal year of Guarantor, consolidated audited financial statements of Guarantor with the
unqualified opinion of independent certified public accountants selected by Guarantor and
acceptable to GECC, which annual financial statements shall include the balance sheet of
Guarantor as at the end of such fiscal year and the related statements of income, retained
earnings and cash flows of Guarantor for the fiscal year then ended, all in reasonable
detail and prepared in accordance with GAAP, together with a certificate of the chief
financial officer of Guarantor stating that such financial statements have been prepared in
accordance with GAAP; and
(c) promptly upon knowledge thereof, notice of any Material Adverse Effect. “Material
Adverse Effect” means a material adverse effect upon (i) the ability of Guarantor to
perform, or of GECC to enforce, any material provision of this Guaranty, (ii) the
enforceability of any material provision of this Guaranty, and (iii) the financial or
operating condition of Guarantor.
13. Guarantor shall not (a) sell, lease, assign, transfer or otherwise dispose of any of its
assets, unless allowed pursuant to the terms of the Credit Agreement or waived or consented to by
the administrative agent and lead arranger and/or the banks thereunder; or (b) consolidate with or
merge into any person, or permit any other person to merge into it or acquire (in a
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transaction
analogous in purpose or effect to a consolidation or merger) all or substantially all of the assets
of any other person, unless allowed pursuant to the terms of the Credit Agreement. “Credit
Agreement” means that certain Second Amended and Restated Credit Agreement dated as of May 31,
2007, as amended by the Amendment No. 1 to Second Amended and Restated Credit Agreement dated as of
January 24, 2008, among Guarantor, the banks from time to time a party thereto, U.S. Bank National
Association, as administrative agent and lead arranger, X.X. Xxxxxx Securities Inc. and Royal Bank
of Canada, as co-syndication agents, and BMO Capital Markets, as documentation agent, as the same
may be amended from time to time and/or replaced with a similar credit agreement.
14. This Guaranty shall be legally binding upon Guarantor and its successors and assigns, and
shall inure to the benefit of Landlord and its successors and assigns, provided that the
obligations of Guarantor hereunder are personal to it and the Guarantor may not assign any of its
rights or obligations hereunder. Landlord may, without any notice whatsoever to Guarantor, or to
anyone else, sell, assign or transfer either Lease, with or without any security therefor, and in
that event each and every immediate and successive assignee, transferee or holder of all or any
part of such Lease shall have the right to enforce this Guaranty, by suit or otherwise, for the
benefit of such assignee, transferee or holder as though such parties were herein by name
specifically given those rights, powers and benefits. Guarantor acknowledges that Landlord is
assigning all of its rights and interests in this Guaranty to GECC. Guarantor acknowledges that
GECC may rely on this Guaranty and may enforce it as Landlord’s assignee as fully as if GECC were a
party thereto.
15. This Guaranty, including all matters of construction, validity and performance, shall be
construed in accordance with the laws of the State of Minnesota.
16. No delay on the part of Landlord in exercising any right, power or privilege under this
Guaranty shall operate as a waiver of any such right, power or privilege, nor shall any exercise or
waiver of any privilege or right preclude any other or further exercise of such privilege or right
or the exercise of any other right, power or privilege. All of Landlord’s rights and remedies
shall be cumulative. In the event Landlord in its sole discretion elects to give notice of any
action with respect to the sale of collateral, if any, securing the Guaranteed Obligations or any
part thereof, Guarantor agrees that ten (10) days prior written notice shall be deemed reasonable
notice of any matters contained in such notice.
17. If any provision of this Guaranty or any portion of any provision of this Guaranty shall
be deemed to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability
shall not alter the remaining portion of such provision, or any other provision hereof, as each
provision of this Guaranty shall be deemed severable from all other provisions hereof.
18. This Guaranty shall expire and be of no further force or effect at such time as all of the
obligations under the Reimbursement Agreement have been satisfied.
19. GUARANTOR HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED
UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS GUARANTY AND ANY DEALINGS BY GUARANTOR
RELATING TO THE SUBJECT MATTER OF THE TRANSACTIONS CONTEMPLATED BY THIS
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GUARANTY. THE SCOPE OF
THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY
COURT (INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL
OTHER COMMON LAW AND STATUTORY CLAIMS). THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE
MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS
RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS GUARANTY. IN THE EVENT OF LITIGATION, THIS
GUARANTY MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK;
EXECUTION PAGE FOLLOWS]
EXECUTION PAGE FOLLOWS]
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IN WITNESS WHEREOF, Guarantor has executed or has caused this Guaranty to be executed under
seal by its duly authorized representative as of the date written above.
| GUARANTOR: | ||||||
| LIFE TIME FITNESS, INC. | ||||||
| By: | ||||||
| Name: Xxxx X. Xxxx | ||||||
| Title: Secretary | ||||||
ASSIGNMENT OF THIS GUARANTY
LTF Real Estate VRDN I, LLC hereby assigns all of its rights and interests in this Guaranty to
General Electric Capital Corporation.
| LTF REAL ESTATE VRDN I, LLC | ||||||
| By: | ||||||
| Name: Xxxx X. Xxxx | ||||||
| Title: Secretary | ||||||
[EXECUTION PAGE OF LEASE GUARANTY AND NEGATIVE PLEDGE AGREEMENT]
EXHIBIT A-1
LEGAL DESCRIPTION OF MINNESOTA PREMISES
| Property Address: | 0000 Xxxxxxxxx Xxxxx Xxxxxxxxxx, XX |
|
Parcel 1: Xxx 0, Xxxxx 0, LIFE TIME FITNESS 2ND ADDITION, according to the recorded plat thereof,
Xxxxxx County, Minnesota.
Torrens Property-Certificate of Title No. 33647.0
Parcel 2: Non-exclusive easements as contained in the Declaration of Cross Access, Parking,
Sanitary Sewer, Storm Water and Water Easements dated February 18, 2008, recorded March 19, 2008,
as Document No. 166225
APN: 25.077004
EXHIBIT A-2
LEGAL DESCRIPTION OF KANSAS PREMISES
PARCEL 1:
XXX 00, XXXXXX XXXX, XXXXXX XXXX, X SUBDIVISION OF LAND IN THE CITY OF OVERLAND PARK, XXXXXXX
COUNTY, KANSAS, EXCEPT ANY PART TAKEN, USED OR DEDICATED FOR ROADS OR PUBLIC RIGHT OF WAYS.
PARCEL 2:
NON-EXCLUSIVE EASEMENTS FOR THE BENEFIT OF PARCEL 1 FOR ACCESS AS DESCRIBED IN SECTION 4, PARAGRAPH
A, UTILITY AND STORM SEWER AS DESCRIBED IN SECTION 4, PARAGRAPH C, DRAINAGE AS DESCRIBED IN SECTION
4, PARAGRAPH D, AND FOR ACCESS EASEMENTS FOR MONUMENT SIGNAGE AS DESCRIBED IN XXXXXXX 0, XXXXXXXXX
X AS CREATED IN AN EASEMENT AGREEMENT DATED NOVEMBER 18, 2005, FILED DECEMBER 2, 2005 IN BOOK
200512, AT PAGE 000955 OVER, UNDER AND ACROSS THE LAND DESCRIBED ON EXHIBITS D AND F THEREIN,
EXCEPT ANY PART THEREOF THAT LIES WITHIN THE BOUNDARIES OF XXX 00, XXXXXX XXXX, XXXXXX XXXX, X
SUBDIVISION IN THE CITY OF OVERLAND PARK, XXXXXXX COUNTY, KANSAS. SUBJECT TO THE TERMS, PROVISIONS,
LIMITATIONS AND CONDITIONS AS SET FORTH IN SAID INSTRUMENT.
TRACT 1:
XXX 00, XXXXXX XXXX, XXXXXX XXXX, X SUBDIVISION OF LAND IN THE CITY OF OVERLAND PARK, XXXXXXX
COUNTY, KANSAS, EXCEPT ANY PART TAKEN, USED OR DEDICATED FOR ROADS OR PUBLIC RIGHT OF WAYS.
TRACT 2:
NON-EXCLUSIVE EASEMENTS FOR THE BENEFIT OF PARCEL 1 FOR ACCESS AS DESCRIBED IN SECTION 4, PARAGRAPH
A AND FOR STORM SEWER AS DESCRIBED IN SECTION 4, PARAGRAPH C AS CREATED IN AN EASEMENT AGREEMENT
DATED NOVEMBER 18, 2005, FILED DECEMBER 2, 2005 IN BOOK 200512, AT PAGE 000955 OVER, UNDER AND
ACROSS THE LAND DESCRIBED ON EXHIBITS D AND F THEREIN, EXCEPT ANY PART THEREOF THAT LIES WITHIN THE
BOUNDARIES OF XXX 00, XXXXXX XXXX, XXXXXX XXXX, X SUBDIVISION IN THE CITY OF OVERLAND PARK, XXXXXXX
COUNTY, KANSAS. SUBJECT TO THE TERMS, PROVISIONS, LIMITATIONS AND CONDITIONS AS SET FORTH IN SAID
INSTRUMENT.
TRACT 3:
TEMPORARY, NON-EXCLUSIVE EASEMENTS FOR THE BENEFIT OF PARCEL 1 AS CREATED BY A TEMPORARY ACCESS AND
CONSTRUCTION STAGING EASEMENT DATED NOVEMBER 18, 2005, FILED DECEMBER 2, 2005 IN BOOK 200512, AT
PAGE 000956 FOR A TEMPORARY ACCESS EASEMENT AND A TEMPORARY CONSTRUCTION STAGING EASEMENT OVER,
UNDER AND ACROSS THE LAND DESCRIBED IN EXHIBIT C AND EXHIBIT D THEREIN. SUBJECT TO THE TERMS,
PROVISIONS, LIMITATIONS AND CONDITIONS AS SET FORTH IN SAID INSTRUMENT.
