SUBSTITUTE TRUSTEE'S DEED
THE STATE OF TEXAS)
COUNTY OF XXXXXX )
WHEREAS, JMB INCOME PROPERTIES, LTD.-X, an Illinois
limited partnership qualified to do business in Texas, whose
Managing General Partner is JMB Properties-X, Inc., an
Illinois corporation ("Debtor") executed a Deed of Trust and
Security Agreement (the "Deed of Trust") conveying to Xxxx X.
Xxxxxxx, Trustee, covering and encumbering the real and
personal property hereinafter described (the "Mortgaged
Property"), to secure THE VARIABLE ANNUITY LIFE INSURANCE
COMPANY, a Texas corporation ("VALIC"), in the payment of the
principal of, interest on all and all other amounts, due under
that certain Promissory Note (the Note") dated December 20,
1984, in the original principal sum of $15,150,000.00,
executed by Xxxxxx and payable to the order of VALIC;
WHEREAS, the Deed of Trust was filed under Clerk's File
No. J829724, and recorded under Film Code Reference No. 002-
78-0802, et seq., Official Public Records of Real Property of
Xxxxxx County, Texas;
WHEREAS, payment of the Note is further secured by
various other financing statements, assignments from Debtor,
as assignor, to VALIC, as assignee, including without
limitation: (a) an Assignment of Lessor's Interest in Leases
dated December 20, 1984, filed under Clerk's File No. J829725,
and recorded under Film Code Reference No. 000-00-0000, et
seq., Official Public Records of Real Property of Xxxxxx
County, Texas; and (b) an Assignment of Operating Agreement
dated December 20, 1984, such instruments together with the
Deed of Trust being collectively referred to as the "Security
Instruments";
WHEREAS, the Note matured on January 1, 1995, and remains
unpaid;
WHEREAS, VALIC, pursuant to the provisions of the Deed
of Trust, has removed all prior Trustees and named, designated
and appointed XXXXX X. XXXXXX, SUBSTITUTE TRUSTEE by that
certain instrument entitled "Removal of All Prior Trustees and
Appointment of Substitute Trustee" dated July 10, 1995, filed
under Clerk's File No. R474573, Official Public Records of
Real Property of Xxxxxx County, Texas;
WHEREAS, VALIC, the present owner and holder of the Note,
has requested the undersigned Substitute Trustee to sell the
hereinafter described real and personal property to satisfy
the unpaid principal amount of the Note, with accrued interest
thereon, and other sums due and payable under the Deed of
Trust; accordingly, Xxxxx X. Xxxxxx the Substitute Trustee
caused notices to be posted as required by law and as directed
by and on behalf of VALIC, mailed at least twenty-one (21)
days preceding the date of the sale, a Notice of Substitute
Trustee's Sale (the "Notice") dated September 8, 1995, by
certified U.S. Mail, return receipt requested, to Debtor, at
the addresses most recently shown on the records of VALIC, all
as set forth in the affidavit of Xxxxx X. Xxxxxx attached
hereto as Exhibit "B";
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the Notice required to be posted was posted at the County
Court House of Xxxxxx County, Texas, on September 11, 1995,
and a duplicate copy of the Notice was filed in the Office of
the County Clerk of Xxxxxx County, Texas, on September 11,
1995, all as set forth in the affidavit of Xxxx Xxxxxx
attached hereto as Exhibit "C";
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WHEREAS, pursuant to the foregoing and in accordance with
the Deed of Trust and the laws of the State of Texas, Xxxxx X.
Xxxxxx, Substitute Trustee under the Deed of Trust, proceeded
to sell the hereinafter described real and personal property
for cash to the highest bidder at public vendue at the area
Northwest of the stairwell railing in the first floor lobby of
the Xxxxxx County Family Law Center as the area at the
Courthouse Where Sales Pursuant to Section 51.002 of the Texas
Property Code are to take place, which Order was filled on
November 18, 1987, under County Clerk's File No. L-430550, and
recorded under Film Code Reference No. 000-00-0000, in the
Official Public Records of Real Property of Xxxxxx County,
Texas); said location being the county in which said real and
personal property is located and being the county designated
in the Notice as the County of Sale. In accordance with the
provisions of the Texas Property Code, Section 51.002, the
sale did begin at 1:41 p.m. on October 3, 1995, being not
later than three hours after the time set forth in the Notice,
and the real and personal property herein described was sold
to THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, a Texas
corporation (the"Purchaser"), for the sum of Seven Million Six
Hundred Thousand and No/100 Dollars ($7,600,000.00), said sum
being the highest cash bid for the herein described real and
personal property, and the Purchaser being the highest cash
bidder.
NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS: That I,
Xxxxx X. Xxxxxx of Xxxxxx County, Texas, the Substitute
Trustee under the Deed of Trust and under and by virtue of the
power of sale granted me under the Deed of Trust and in
consideration of the sum of Seven Million Six hundred Thousand
and No/100 Dollars ($7,600,000.00), in cash paid by Xxxxxxxxx,
the receipt of which is hereby acknowledged, have GRANTED,
SOLD, and CONVEYED, and by these presents do GRANT, SELL, and
CONVEY unto Purchaser, the following described real and
personal property, to wit:
A. Tract I: 24.7553 acre tract of land situated in
the Xxxxxxx Xxxxx Survey, Abstract No. 78, Xxxxxx
County, Texas. Said 24.7553 acre tract is part of the
original Southmore Addition Subdivision (now abandoned), as
recorded in Volume 26, Page 5 of the Xxxxxx County Map
Records, said 24.7553 acres being more particularly described
by metes and bounds on Exhibit "A" attached hereto and made a
part hereof for all purposes.
Tract II: Easement and other rights appurtenant to
---------
Tract I, as created by that certain Operating
Agreement dated as of February 20, 1981, filed for record on
April 28, 1981, in the Official Public Records of Real
Property of Xxxxxx County, Texas under County Clerk's File No.
G951778 by and among Federated Stores Realty, Inc., Federated
Department Stores Inc., Alstores Realty Corporation and Allied
Stores of Texas, Inc. and supplement letters and agreements
thereto as described in Assignment of Operating
Agreement from Federated Stores Realty, Inc. to JMB Income
Properties, Ltd.-X dated October 19, 1983, filed for record on
October 20, 1983 in the Official Public Records of Real
Property of Xxxxxx County, Texas under County Clerk's File No.
J197059 (Tract I and Tract II being collectively referred to
as the "Land").
B. Any and all buildings, open parking areas and other
improvements, and any and all additions,
alterations, or appurtenances thereto, placed or constructed
upon the Land or any part thereof (the "Buildings").
C. All materials, supplies, equipment, apparatus and
other items owned by Debtor on the date of the Deed of Trust
or thereafter attached to, installed in or used in connection
with (temporarily or permanently) any of the Buildings or the
Land, including but not limited to any and all partitions,
window screens and shades, drapes, rugs, and other floor
coverings, awnings, motors, engines, boilers, furnaces, pipes,
plumbing, cleaning, call and sprinkler systems, fire
extinguishing apparatus and equipment, water tanks, swimming
pools, heating, ventilating, plumbing, laundry, incinerating,
air conditioning and air cooling equipment and systems, gas
and electric machinery, appurtenances and equipment,
disposals, dishwashers, refrigerators and ranges, and
recreational equipment and facilities of all kinds (the
"Fixtures").
D. Any and all leases, subleases, licenses, concessions
or other agreements (written or verbal, in effect onthe date
of the Deed of Trust or thereafter) which grant a possessory
interest in and to, or the right to use, the Land, save and
except any and all leases, subleases or other agreements
pursuant to which Debtor is granted a possessory interest in
the Land (the "Leases").
E. All rights, privileges, tenements, hereditaments,
rights-of-way, easements, appendages and appurtenances in
anywise appertaining to the Land, Buildings, Fixtures,
Personalty, and Rents, and all right, title and interest of
Debtor in and to any streets, ways, alleys, strips or gores of
land adjoining the Land or any part thereof.
F. All additions, appurtenances, substitutions,
replacements and revisions of the Land, Buildings, Fixtures,
Personalty, and Rents and all reversions and remainders
therein.
G. All of Debtor's right, title and interest in to any
award, awards, remuneration, settlements or compensation made
prior to the date of the Deed of Trust or thereafter to be
made by any governmental authority to the present or any
subsequent owner of the Land, Buildings, Fixtures or
Personalty (as hereinafter described), including those for any
vacation of, or change of grade in, any streets affecting the
Land or the Buildings.
H. Any and all of other security and collateral of any
nature whatsoever, on the date of the Deed of Trust or
thereafter given for the repayment of the Note or the
performance and discharge of the Obligations (defined in the
Deed of Trust).
I. All of the right, title and interest of Debtor in
and to all furniture, furnishings, equipment, machinery,
goods, general intangibles, money, accounts, contract rights,
inventory and all other personal property (other than the
Fixtures) of any kind or character as defined in and subject
to the provisions of the Texas Business and Commerce Code
(Article 9-Secured Transactions) on the date of the Deed of
Trust or thereafter located upon, within or about the Land and
the Buildings, together with all accessories, replacements and
substitutes thereto or therefor and the proceeds thereof (the
"Personalty").
J. All of the rents, revenues, income, proceeds,
profits and other benefits paid or payable by parties to the
Leases other than Debtor for using, leasing, licensing,
possessing, operating from, residing in, selling in, selling
or otherwise enjoying the Mortgaged Property ("Rents").
TO HAVE AND TO HOLD the Mortgaged Property, together with
all and singular the rights and appurtenances thereto in
anywise belonging unto Purchaser, its successors and assigns
forever; and for and on behalf of Xxxxxx, its successors and
assigns I, Xxxxx X. Xxxxxx, Substitute Trustee under the Deed
of Trust and in no other capacity do hereby bind Debtor, its
successors and assigns, to warrant and forever defend the
Mortgaged Property unto Purchaser, its successors and assigns,
against all persons whomsoever lawfully claiming or to claim
the same or any part thereof, subject to (i) all liens,
easements, building lines, restrictive covenants, and other
matters existing of record on the date of the Deed of Trust or
subsequently made superior to the Deed of Trust by written
agreement of VALIC, (ii) all unpaid ad valorem taxes which are
not being paid out of the proceeds of the foreclosure sale and
(iii) that certain Declaration of Subordination executed by
VALIC on August 31, 1995 and filed in the Official Public
Records of Real Property of Xxxxxx County, Texas, on September
1, 1995 under County Clerk's File No. R558053 and the Leases
described therein. The warranty of title herein made is made
on behalf of Debtor, its successors and assigns, and I, Xxxxx
X. Xxxxxx, Substitute Trustee, make no warranty of title
(express or implied), whether individually or in any capacity
whatsoever, except on behalf of and binding upon Debtor, its,
successors and assigns, and to the extent that I, Xxxxx X.
Xxxxxx, Substitute Trustee under the Deed of Trust, am
authorized to do so.
EXECUTED this 5th day of October, 1995.
---
Xxxxx Xxxxxx, Substitute Trustee
-----------------------------------
XXXXX X. XXXXXX, SUBSTITUTE TRUSTEE
Purchaser's Address for purposes of V.T.C.A.,
Property Code, Section 11.003:
The Variable Annuity Life Insurance Company
0000 Xxxxx Xxxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxx 00000
Attn: Real Estate Director
EXHIBIT "A"
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TRACT I
--------
THE STATE OF TEXAS)
COUNTY OF XXXXXX)
FIELDNOTE DESCRIPTION OF 24.7553 acre tract of land
situated in the Xxxxxxx Xxxxx Survey, Abstract No. 78 in
Xxxxxx County, Texas. Said 24.7553 acre tract is part of the
original Southmore Addition Subdivision (now abandoned), as
recorded in Volume 26, Page of the Xxxxxx County Map Records,
said 24.7553 acres is more particularly described by metes and
bounds as follows:
BEGINNING at a 5/8-inch iron rod found at the
intersection of the Southerly right-of-way line of Xxxxxxxxx
Drive (60-foot wide right-of-way) with the Westerly right-of-
way line of Xxxxxxx Drive (60-foot wide-right-of-way);
THENCE, South 01 degrees 47' 00" East, along said Westerly
right-of-way line of Xxxxxxx Drive, for a distance of 247.37
feet to a point for corner;
THENCE, North 89 degrees 58' 56" West, leaving said Westerly
right-of-way line of Xxxxxxx Drive, for a distance of 320.36
feet to a point for corner;
THENCE, North, for a distance of 30.00 feet to a point
for corner;
THENCE, North 45 degrees 00'00" West, for a distance of 65.08
feet to a point for corner;
THENCE, West, for a distance of 58.98 feet to a point for
corner;
THENCE, North, for a distance of 114.00 feet to a point
for corner;
THENCE North, 45 degrees 00' 00" West, for a distance of 42.43
feet to a point for corner;
THENCE, North, for a distance of 168.00 feet to a point
for corner;
THENCE, North, 45 degrees 00" 00" West, for a distance of 42.43
feet to a point for corner;
THENCE. North, for a distance of 164.54 feet to a point
for corner;
THENCE, North, 45 degrees 00' 00" West, for a distance of 314.63
feet to a point for corner;
THENCE, South 45 degrees 00' 00" West, for a distance of 275.00
feet to a point for corner;
THENCE, North, 45 degrees 00' 00" West, for a distance of 67.00
feet to a point for corner;
THENCE, North 45 degrees 00' 00" East, for a distance of
275.00 feet to a point for corner;
THENCE, North 45 degrees 0 00' 00" West, for a distance of
5.31 feet to a point for corner;
THENCE, North 45 degrees 00' 00" East, for a distance of 357.50
feet to a point for corner;
THENCE, South 45 degrees 00'00" East, for a distance of 45.00
feet to a point for corner;
THENCE, North 45 degrees 00' 00" East, for a distance of 64.50
feet to a point for corner;
THENCE, North 45 degrees 00' 00" West for a distance of 39.69
feet to a point for corner;
THENCE, North 45 degrees 00' 00" East, for a distance of 116.33
feet to a point for corner
THENCE, North 25 degrees 00' 00" West, for a distance of 60.65
feet to a point for corner;
THENCE, North 65 degrees 00' 00" West, for a distance of 60.65
feet to a point for corner;
THENCE, North 25 degrees 00' 00" West, for a distance of 60.65
feet to a point for corner;
THENCE, North 65 degrees 00' 00" West, for a distance 60.65 feet
to a point for corner;
THENCE, North, 25 degrees 00' 00" West, for a distance 60.65
feet to a point for corner;
THENCE, North 65 degrees 00' 00" West, for a distance 69.58 feet
to a point for corner;
THENCE, North , for a distance of 98.45 feet to a point
for corner;
THENCE, South 89 degrees 58' 30" East, for a distance of 22.50
feet to a 5/8-inch iron rod found for corner;
THENCE, North, for a distance of 140.00 feet to a "X" cut
in concrete found for corner in the Southerly right-of-way
line of East Xxxxxx Avenue (60-foot wide right-of-way);
THENCE, South 89 degrees 58' 30" East, along said Southerly
right-of-way line of East Xxxxxx Avenue, for a distance 770.15
feet to a 5/8-inch iron rod found for corner;
THENCE, South 00 degrees 00' 15" East, leaving said Southerly
right-of-way line of East Xxxxxx Avenue, for a distance of
1,174.62 feet to a 5/8-inch iron rod found for corner;
THENCE, North 89 degrees 59' 35" West, for a distance of 305.00
feet to a 5/8-inch iron rod found for corner;
THENCE, South 00 degrees 02' 29" West, for a distance of 235.00
feet to a 5/8-inch iron rod found for corner in the Northerly
right-of-way line of said Xxxxxxxxx Drive;
THENCE, South 00 degrees 01' 24" West, for a distance of 60.00
feet to a 5/8-inch iron rod found for corner in the Southerly
right-of-way line of said Xxxxxxxxx Drive;
THENCE, South 89 degrees 58' 36" East, along said Southerly
right-of-way line of Xxxxxxxxx Drive, for a distance of 129.25
feet to the POINT OF BEGINNING; CONTAINING within these metes
and bounds 24.7553 acres (1,078,335 square feet) of land area.
EXHIBIT "B"
AFFIDAVIT
THE STATE OF TEXAS)
COUNTY OF XXXXXX )
BEFORE ME, on this 5th day of October, 1995, personally
----
appeared XXXXX X. XXXXXX, having knowledge of the matters
hereinafter set forth, and after being duly sworn, deposed and
stated under oath as follows:
I, Xxxxx X. Xxxxxx, on behalf of The Variable Annuity
Life Insurance Company (the "Lender"), the owner and holder of
the indebtedness secured by that certain Deed of Trust and
Security Agreement dated December 20 , 1984, executed by JMB
Income Properties, Ltd. -X, an Illinois limited partnership,
to Xxxx X. Xxxxxxx, Trustee, filed under Xxxxx's File No.
J829724, and recorded under Film Code Reference No. 002-78-
0802, et seq., Official Public Records of Real Property of
Xxxxxx County, Texas did give all demands and notices
necessary to conduct a foreclosure sale of the property
encumbered by the Deed of Trust, including, without
limitation, at least twenty-one days preceding the date of the
sale made by Xxxxx X. Xxxxxx, Substitute Trustee on the 3rd
day of October, 1995, the sending of written notice of the
proposed sale by certified U.S. Mail, return receipt
requested, postage prepaid, to all persons and parties known
to Lender to be obligated on the indebtedness according to the
records of Xxxxxx, by the deposit of a copy of the Notice of
Substitute Trustee's Sale ("Notice") in a post office or
official depository under the care and custody of the United
States Postal Service. The Notice was sent to the following
parties:
Certified Mail - R.R.R. Certified Mail - R.R.R.
Receipt No. Z 160 995 874 Receipt No. Z 160 995 877
JMB Income Properties, Ltd. - X JMB Income Properties, Ltd-X
000 X. Xxxxxxxx Xxxxxx 000 X. Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000-1575 Xxxx Xxxxxxx Building Suite 0000
Xxxxxxx, Xxxxxxxx 00000
Certified Mail - R.R.R. Certified Mail - R.R.R.
Receipt No. Z 160 995 875 Receipt No. Z 160 995 878
JMB Income Properties - X, Inc. JMB Income Properties-X, Inc.
000 Xxxxx Xxxxxxxx Xxxxxx 000 X. Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000-0000 Xxxx Xxxxxxx Xxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Certified Mail - R.R.R. Certified Mail - R.R.R.
Receipt No. Z 160 995 876 Receipt No. Z 000 000-000
JMB Income Properties-X, Inc. JMB Income Properties, Ltd.-X
000 X. Xxxxxxxx Xxxxxx 000 X. Xxxxxxxx Xxxxxx
Xxxx 'Xxxxxxx Building, Suite 0000 Xxxx Xxxxxxx Xxxxxxxx,
Xxxxx Xxxxxxx, Xxxxxxxx 00000 0000
Xxxxxxx, Xxxxxxxx 00000
Xxxxx X. Xxxxxx
_______________________________
XXXXX X. XXXXXX
SUBSCRIBED AND SWORN TO before me, by the said XXXXX X.
XXXXXX, SUBSTITUTE TRUSTEE, this 5th day of October, 1995.
----
Xxxxxxx X. Xxxxx
_______________________________
Notary Public in and for the State
of Texas
XXXXXXX X. XXXXX
Notary Public, State of Texas
My Commission Expires 6/9/97
------
THE STATE OF TEXAS)
COUNTY OF XXXXXX )
This instrument was acknowledged before me on October 5,
1995, by XXXXX X. XXXXXX.
Xxxxxxx X. Xxxxx
_____________________________
Notary Public in and for
The State of Texas
XXXXXXX X. XXXXX
Notary Public, State of Texas
My Commission Expires 6/9/97
------
EXHIBIT "C"
AFFIDAVIT OF NOTICE OF POSTING
THE STATE OF TEXAS)
KNOW ALL MEN BY THESE PRESENT:
COUNTY OF XXXXXX )
BEFORE ME, the undersigned authority, on this day
personally appeared XXXX XXXXXX, the undersigned Affiant, who
is of lawful age and personally known to me, who, after being
by me xxxx Xxxxx, on oath deposed and said:
A true and copy of the Notice of Substitute Trustee's
Sale ("Notice") pursuant to that certain Deed of Trust
and Security Agreement dated December 20, 1984, executed by
JMB Income Properties, Ltd.-X, an Illinois limited
partnership, to Xxxx X. Xxxxxxx. Trustee, filed under Clerk's
File No. ###-##-####, et seq., Official Public Records of Real
Property of Xxxxxx County, Texas, which Notice is attached to
this Affidavit of Posting as Schedule 1 and made a part hereof
for all purposes, was posted at the following place, on the
following date:
Place of Posting Date of Posting
---------------- ---------------
Xxxxxx County Family Law Center
(a Xxxxxx County Court House)
0000 Xxxxxxxx
Xxxxxxx, Xxxxx September 11, 1995
and filed a duplicate copy of the Notice with the County
Clerk's office of Xxxxxx County, Texas.
Xxxx Xxxxxx
--------------------------------
-
XXXX XXXXXX
Affiant 's Address:
0000 Xxxxxxxxx
Xxxxxxx, Xxxxx 00000
SWORN TO AND SUBSCRIBED BEFORE ME, by the said XXXX
XXXXXX, this the 4th day of October, 1995.
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Xxxxxxx X. Xxxxx
-------------------------------------
Notary Public in and for the
State of Texas
XXXXXXX X. XXXXX
Notary Public, State of Texas
My Commission Expires 6/9/97
------
This instrument was acknowledged before me on October 4,
1995, by XXXX XXXXXX.
Xxxxxxx X. Xxxxx
-------------------------------------
- Notary Public in and for the
State of Texas
XXXXXXX X. XXXXX
Notary Public, State of Texas
My Commission Expires 6/9/97
------
THE STATE OF TEXAS)
COUNTY OF XXXXXX )
BEFORE ME, the undersigned authority, on this day
appeared XXXXX X. XXXXXX, SUBSTITUTE TRUSTEE, known to me to
be the person whose name is subscribed to the foregoing
instrument and acknowledged to me that she executed the same
for the purposes and consideration therein expressed, and in
the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 5th day
of October, 1995.
Xxxxxxx X. Xxxxx
---------------------------------------------
Notary Public in and for the State of Texas
XXXXXXX X. XXXXX
Notory Public, State of Texas
My Commission Expires 6/9/97
------
After Recording, Return to:
Xxxxx X. Xxxxxx, Substitute Trustee
Dow, Xxxxxxx & Xxxxxxxx, P.C.
Suite 0000, 0 Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000
