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HomeMy WebLinkAboutWarranty Deed 01/08/2007 17:50 FAX 8737311381 BOAC 1®001/00D4 �_, _.-- -- -----__ ._. . ... .._ .... _ .. . - - - - —}ifif j«•(r °te a 641).1 ,° WHEN RECORDED RETURN TO: David Lansky Maniacal Wears Mciutyre&Friedlander.P.A. 2901 North Cental Avenue,Suite 200 Phoenix.Arizona 85012 SPECIAL WA A,ly__ "DEED THE STATE OF TEXAS )t 11KNOW ALL MEN BY THESE PRESENTS: COUNTY OF BRAZOS THAT,LEVINE INVESTMENTS LIMITED PAPtTNER HIP,an Arizona limited partnership a reed to as"Granter'),for and in oaaaidenlike of the sun of TEN AND Nona)DOLLARS(S10.00),and other good and valuable consideration to bun is 1*nd paid aimed,the receipt and sufficiency of which ars hereby acknowledged and confess* HAS GRANTED,SOLD,AND CONVEYED and by these presents does GRANT,SELL AND CONVEY unto PAC[1TC GROUND LEASES I,LIQ a Delaware limited habifity company,oft*{busty ofMaerhoops,State of Admen,whom mauling address is 1702 East Hllghlarsd,Suite 310,Phoenix,Arizona 85016,(herein called"Grumble",whether one or more), the following described property,to-wit SEE ATTACHED VOMIT`A° TO HAVE ANl)TO HOLD the above described ptamiaes together with all and singular the rights and appurtenances thereto in anywise beim**unto said Grantee,his heirs, torecuters nod administrators Raver,and Orm-4 doer hereby bind itself; '...self; TO WARRANT AND FOREVER DEFEND LII and similar the said premises unto said Grantees,his heem,etteentarra and administrators against every prion whomsoever claiming or to claire this came or curt thereafb% through or ander Grantor,btu not otherwise. Tarots fix the warennt year have beta prorated to the date hereof and are assumed by the Grantees. This caanvsyanoe is made SUBJECT TO all ennui taxes, patent reservations, all ooveaanit condiboos,restrictions,resetvetiems.easements sand declarations or other matters of record or to which rimae is made in the public records, any and all aooditima, eaaoa sera Ca, Genas,ri m-of--way,or restriction::which a physical amu.or accurate survey,of the Real Property would reveal, and the applicable >roniag and who regulations of my qty,county.state or the United States effecting the Real Property, any dismapancia. t • lESr D n _ 01/08/2007 17:50 FAX 8787311381 BCAC 10002/00 DA • Doe l i a DR 6321 late , conflicts,or shortages In area or boundary lines or ary enaroschavente or my overlapping of improvements and any existing building and zoning cries. When this deed is executed by more than rile person.or Grantee is more thtm one person, me pertinent verb;mina mod pronouns were changed nged d�espondingly.and when executed by a corporation,the words"bc+rs. administrant'?and' I and aidgar shall be construed to mean"aaecwaaa and mak2ffs". Where applicable herein, the meansline Sends shall include the feminine,and vice vera. EXECUTED this day of September 2004. LEVINE INVESTMENTS UNITED PARTNERSHIP, an Arizona limited partnership ,or , By: Name:Wham m S. - .- hs: Genteel Partner TUE STATE OF ARIZONA ){{ COUNTY OF MARICOPA Berme me, the undersigned authority, on this day personally appeared WO=S. Leac(mown to tote he the executed the mareame is for and • the foregoing instrument and acknowledged comideraticn expressed tlereiin. C14- GIVEN GIVEN UNDERMY HAND AND SEAL OF O' «. a DAY OF'.. . 2004. My•.,,. . ,.', . . 0/ A.,lt�FB Notary's . N ..j. 24el tiieaia�sam AFTER RECO D ,RSTURN TO: PRRPARIS W T r L W FFICB OF: David Lasky,Esq. Mariacsl.Weeks,McIntyre do Friedlander,P.A. Madscal,Wcdoa,Mel ms&Friedtaode r,?.A 2901 North Central Avenue,Suite 2Ut? 2901 North Coaxal Avenue,Suite 200 Phoenix.Arizona 85012 Phoenix,Arizona 85012 PAUSERSSMeawlece act&Oro ee►tssra-tit Twat Datod.4oc 01/09/2007 17:50 FAX 9797311381 ECAC _ _ _ 1a003/00 DAD l r -- Po R0979S90 DR 632!1 lei" Exhibit A to Special warranty Deed Legal Description Bxbabit A—Legg Description Tract I: BBIN°a 1.106 acre tract situated in the City of Collage Station,BRAZOS County,Texas,being oAY,PHASE 1,a subdivision fRecord in Vob of Lot SA,Blocka 4998,Page 2629 of tba Official Recross,10 and 11 of TBB oBRAZOS County,T Ffld iltird id; On Beg ail 1294 at MEP As a 1 O_iittc Siemit Mira IMPS moot list boa*NNW-men 1,1 Oralhia Mai MINIM .10111INa r=2„6, hid *Mit added Imin kir ad ot Ila din ad* of Ormi nama oh Nil NM is tap.I*if 111, Sap deg 2604 =ILEX MI,UM ELM RAt19ZRAMcatevoethwitie Ckow MOe73-29 Twt Dxddoc 1 06/04/2007 09:21 FAX 9797318352 BCAC-ABSTRACT DEPT. 4002 GF No.143713 CERTIFICATE THE STATE OF TEXAS § COUNTY OF BRAZOS § BRAZOS COUNTY ABSTRACT COMPANY does hereby certify that we have examined the records in the office of the Clerk of the County Court of Brazos County,Texas,affecting the title to the said property described below from March 7,2007; Being all that certain lot,tract or parcel of land lying and being situated in Brazos County,Texas and being Lot Five-A(5A),Block One(1),THE GATEWAY,PHASE I,an addition to the City of College Station,Texas,according to replat recorded in Volume 4998, page 262,Official Records of Brazos County,Texas, We find the following actions or conveyances affecting the title to said land (specifically excluding any conveyances respecting mineral estate)through May 29,2007 Q 8:00 A.M.: Leasehold Deed of Trust dated March 5,2007,executed by Maroon City Partners,ll, Ltd. To Timothy N. Bryan,Trustee,for the benefit of First National Bank of Bryan, in the principal amount of$1,000,000.00, recorded in Volume 7849, page 70, Official Records of Brazos County,Texas. Consent to Leasehold Deed of Trust dated March 5,2007,executed by Pacific Ground Leases,I,LLC and Maroon City Partners,II,Ltd.To Timothy N.Bryan,Trustee,for the benefit of First National Bank of Bryan, in the principal amount of $1,000,000.00, recorded in Volume 7849,page 78,Official Records of Brazos County,Texas. Temporary Blanket Utility Easement from Pacific Ground Leases I,LLC to the City of College Station, Texas, dated April 3, 2007, recorded in Volume 7925, page 126, Official Records of Brazos County,Texas. We do not certify as to property taxes. This certificate is for informational purposes only and the information contained herein shall not be relied on in the issuance of any title insurance policy. The liability of 06/04/2007 09:21 FAX 9797318352 BCAC-ABSTRACT DEPT. (guua Brazos County Abstract Company in this connection is limited to$00.00. being the charge made for this certificate. WITNESS OUR HAND at Bryan,Texas, May 31, 2007 at 8:00 a.m. BRAZO , NTY ABST T COMPANY J E VAN ETTEN 2 01/03/07 11:30 FAX 9797311381 BRAZOS COUNTY ABSTRACT 1001 0,0 _ _— — 001 12/2912006 15:37 FAX 9797311381 BCAC *****xxz*******z***** *** TX REPORT *** ***x*****t*****x***** TRANSMISSION OK TX/RX NO 2153 RECIPIENT AUORESs 19723874700 DESTINATION ID ST, TINE 12/29 15:35 TIME USE 01'47 PAGES SENT 11 RESULT OK Brazos County Abstract Company "More 1M5 130 Yeas of Title Service" P.O_Box 4704 Phone:(979)731-1900 3500 Cross Perk Drive Bryan,TX 778054704a-an��(979)731-1381 *m41777802 FACSIMLIMUNIVALUMIR • cosimornsury NOTICE:The DOTS ACCOMPANYI G THIS TELECOPY TRANSMISSION CONTAIN CONFIDENTIAL INFORMATION AND MAYBE LEGALLY PRIVILEGED. I kir:INFORMATION IS INTENDED FOR ME RECIPIENT NAMED BELOW.IF YOU HAVE RECEIVED THIS TELECOPY IN ERROR,PI P,ASE NOTIFY US BY TELEPHONE TO ARRANGE FOR RETURN OF THE DOCUMENTS AT NO COST TO YOU.YOU ARE fff:REEIY NOTIFIED THAT ANY DISCLOSURE,COPYING,DISTRIBUTION, OR THE TAKING OF ANY ACTION IN REI.IANCE ON THE CONTENTS OF THIS TELECOPTED INFORMATION IS STRICTLY PRO BITED. DATE: a--1 IaD TIME: TO: ss��CU O n �.4.Y FROM: Manna R. Yendrey FAX NO: vI ta 7 _ PHONE: 979-73 -i FIRM: Y1 �` r. n t EMAIL dLw`Ucat;`ly.auii'1 SUBJECT: 0_ i_Ai t . - ' !b. coMMENTs: RPi z ik i r THIN AT rA H D *** *THINGS NEEDED comm ant Insurance Tax certificate - Survey Casing Instructions Any Changes Since Last Survey? Int-n._-__ti__, •wit" Hesmflaw fnrDAY B� utfudfu/ 11;3u nu. 211111.311.36.1. t3KALUS CUUN Y ABSl'KACT 1¢1001 Dip STEWART TITLE GUARANTY COMPANY §_CHEDU E A File No.: 143713 Effective Date: December 27, 2006 at 8:00 AM Commitment issued December 29, 2006 1. POLICY OR POLICIES TO BE ISSUED ARE: (a) OWNER POLICY OF TITLE INSURANCE (Form T-1) (Not applicable for improved one-to-four family residential real estate) POLICY AMOUNT: PROPOSED INSURED: (b)TEXASSDA OWNER TITLE INSURANCE ONE-TO-FOUR FAMILY (Form T-I ) POLICY AMOUNT: PROPOSED INSURED: (c) MORTGAGEE POLICY OF TITLE INSURANCE (Form T-2) POLICY AMOUNT: $700,000.00 PROPOSED INSURED: THE FIRST NATIONAL BANK OF BRYAN PROPOSED BORROWER: MAROON CITY PARTNERS H, LTD. (d) TEXAS SHORT FORM RESIDENTIAL MORTGAGEE POLICY OF TITLE INSURANCE (Form T-2R) POLICY AMOUNT: PROPOSED INSURED: PROPOSED BORROWER: (e)MORTGAGEE TITLE POLICY BINDER ON INTERIM CONSTRUCTION LOAN (Form T-13) POLICY AMOUNT: PROPOSED INSURED: PROPOSED BORROWER: (f) OTHER POLICY AMOUNT: PROPOSED INSURED: 2. THE INTEREST IN THE LAND COVERED BY THIS COMMITMENT IS: LEASEHOLD ESTATE 3. RECORD TITLE TO THE LAND ON THE EFFECTIVE DATE APPEARS TO BE VESTED IN: PACIFIC GROUND LEASES 1 1 1 0 Delaware limited liability company r'M�+If�v ftVVnv ►.V'w+ �, �....., a r........�..�.. . ..,�.. .. ._....J - r- v BRAZOS COUNTY ABSTRACT COMPANY orized Signature U1/U4/U1 11:41 rAA V1 10 1 011401 BKAGUB Vt./UNIX ABSIKAG1 W003 pPD STEWART TITLE GUARANTY COMPANY Sc File No. 143713 HE ULE A (Continued) 4. LEGAL DESCRIPTION OF THE LAND: Being all that certain lot, tract or parcel of land lying and being situated in Brazos County, Texas and being Lot Five-A (5A), Block One (1), THE GATEWAY, PHASE I, an addition to the City of College Station. Texas, according to replat recorded in Volume 4998, page 262, Official Records of Brazos County, Texas. U1(U)IU7 ll:al 2'AA 0ia7311J81 _ BRAZOSCUUNTY ABSTRACT 4004 0,0 STEWART TITLE GUARANTY COMPANY SCHEDULE B File No. 143713 EXCEPTIONS FROM COVERAGE IN ADDITION TO THE EXCLUSIONS AND NITIOFEESpANDNS AND>:IlPENSESIRESULTiNG, YOUR F FROM: POLICY.WILL NOT COVER LOSS, COSTS,ATTORNEY'S 1. THE FOLLOWING RESTRICTIVE NANpRTG1BELOW (WE MUST EITHER INSERT SP RECORDING DATA OR OF THIS EXCEPTION): Terms, provisions, covenants, conditions, and restrictions. easements, charges, assessments and liens provided in the Covenants, Conditions and Restrictions recorded in Volume 3740, page 116, and Volume 4974, page 186, Official Records of Brazos County, Texas, but omitting any covenant, condition or restrictions, if any, based on race, color, religion, sex, handicap, familial status or national origin unless and only to the extent that the covenant, condition or restrictions (a) is exempt under Title 42 of the United States Code, or(b)related to handicap, but does not discriminate against handicapped persons. 2. ANY DISCREPANCIES, CONFLICTS, OR SHORTAGES IN AREA OR BOUNDARY LINES, OR ANY ENCROACHMENTS OR PROTRUSIONS, OR ANY OVERLAPPING OF IMPROVEMENTS. 3. HOMESTEAD OR COMMUNITY PROPERTY OR SURVIVORSHIP RIGHTS, IF ANY, OF ANY SPOUSE OF ANY INSURED. (APPLIES TO THE OWNER POLICY ONLY.) • 4. ANY TITLES OR RIGHTS ASSERTED BY ANYONE, INCLUDING, BUT NOT LIMITED TO, PERSONS, THE PUBLIC, CORPORATIONS, GOVERNMENTS OR OTHER ENTITIES. A. TO TIDELANDS, OR LANDS COMPRISING THE SHORES OR BEDS OF NAVIGABLE OR PERENNIAL RIVERS AND STREAMS, LAKES, BAYS, GULFS OR OCEANS, OR B. TO LANDS BEYOND THE LINE OF THE HARBOR OR BULKHEAD LINES AS ESTABLISHED OR CHANGED BY ANY GOVERNMENT, OR C. TO FILLED-IN LANDS, OR ARTIFICIAL ISLANDS, OR D. TO STATUTORY WATER RIGHTS, INCLUDING RIPARIAN RIGHTS, OR E. TO THE AREA EXTENDING FROM THE LINE OF MEAN LOW TIDE TO THE LINE OF VEGETATION. OR THE RIGHTS OF ACCESS TO THAT AREA OR EASEMENT ALONG AND ACROSS THAT AREA. (APPLIES TO THE OWNER POLICY ONLY.) 5. STANDBY FEES.TAXES AND ASSESSMENTS BY ANY TAXING AUTHORITY FOR THE YEAR 2006, AND SUBSEQUENT YEARS; AND SUBSEQUENT TAXES AND ASSESSMENTS BY ANY TAXING AUTHORITY FOR PRIOR YEARS DUE TO CHANGE IN LAND USAGE OR OWNERSHIP, BUT NOT THOSE TAXES OR ASSESSMENTS FOR PRIOR YEARS BECAUSE OF AN EXEMPTION GRANTED TO A PREVIOUS OWNER OF THE PROPERTY UNDER SECTION 11.13, TEXAS TAX CODE, OR BECAUSE OF IMPROVEMENTS NOT ASSESSED FOR A PREVIOUS TAX YEAR. (IF TEXAS SHORT FORM RESIDENTIAL MORTGAGEE POLICY OF TITLE INSUR.,NCF (T-2R) IS 1551IFO, THAT POLICY WILL SUBSTITUTE 'WHICH BECOME DUE AND PAYABLE SUBSEQUENT TO DATE OF POLICY" IN LIEU OF"FOR THE YEAR 2006 AND SUBSEQUENT YEARS.") 6. THE TERMS AND CONDITIONS OF THE DOCUMENTS CREATING YOUR INTEREST IN THE LAND, 7. MATERIALS FURNISHED OR LABOR PERFORMED IN CONNECTION WITH PLANNED CONSTRUCTION BEFORE SIGNING AND DELIVERING THE LIEN DOCUMENT DESCRIBED IN SCHEDULE A. IF THE LAND IS PART OF THE HOMESTEAD OF THE OWNER. (APPLIES TO THE MORTGAGEE TITLE POLICY BINDER ON INTERIM CONSTRUCTION LOAN ONLY, AND MAY BE DELETED IF SATISFACTORY EVIDENCE IS PROVIDED TO US BEFORE A BINDER IS ISSUED_) Ul/VJ/Vf 11:01 raA VIA:P(011401 I3!(ALUS LUUZYtX Mb-MAUI 149UU5 DAA STEWART TITLE GUARANTY COMPANY SCHEDULE B File No. 143713 (Continued) 8_ LIENS AND LEASES THAT AFFECT THE TITLE TO THE LAND, BUT THAT ARE SUBORDINATE TO THF I!EN OF THE INSURED MORTGAGE. (APPLIES TO MORTGAGEE POLICY (T-2)ONLY.) g. THE EXCEPTIONS FROM COVERAGE AND EXPRESS INSURANCE IN SCHEDULE B OF THE TEXAS SHORT FORM RESIDENTIAL MORTGAGEE POLICY OF TITLE INSURANCE (T-2R). (APPLIES TO TEXAS SHORT FORM RESIDENTIAL MORTGAGEE POLICY OF TITLE INSURANCE (T-2R)ONLY. TE EXCEPTIONS 1 THROUGH 8 OFB DO NOT THE TEXAS SHO TRFORM RESIDENTIAL MORTGAGEE POLICY OFISHEDULE TITLE NSURANCEAPLY(TP--2R).TO 10. THE FOLLOWING MATTERS AND ALL TERMS OF THE DOCUMENTS CREATING OR OFFERING EVIDENCE OF THE MATTERS(WE MUST INSERT MATTERS OR DELETE THIS EXCEPTION.): a. Easements and building lines as shown of record on replat of The Gateway, Phase One, recorded in Volume 4998, page 262, Official Records of Brazos County, Texas. O. Terms, provisions and conditions of said lease creating such leasehold estate c. Easement from H. P. Dansby Estate to The City of Bryan, dated April 20, 1937, recorded in Volume 94, page 199, Deed Records of Brazos County,Texas. d. Easement from CSI Associates to City of College Station, dated October 26, 1994, recorded in Volume 2232, page 115, Official Records of Brazos County, Texas. e. Subject to terms, conditions and stipulations set forth in Deed from Frank J. Matous, et al to Delmar Baronhead I, Ltd.,dated February 27, 1998, recorded in Volume 3046, page 100, Official Records of Brazos County, Texas; said Deed corrected and refiied in Volume 3761,page 68, Orficial Records of Brazos County, Texas. f. Subject to terms and conditions contained in Declaration of Easement executed by Delmar Baronhead I, Ltd, dated February 10, 1999, recorded In Volume 3417, page 101, Official Records of Brazos County,Texas. g. Rights of others to the use and benefit of the easements described in Deeds executed by Delmar Baronhead I, Ltd., dated December 21, 1999, recorded m Volume 3694, page 79 and dated June 20, 2000, recorded In Volume 3848, page 206,Official Records of Brazos County, Texas. h. Subject to terms and conditions contained in Declaration and Agreement of Easements with Covenants and Restrictions Affecting Land executed by Delmar Baronhead I, Ltd_, et al, dated February 25, 2000, recorded in Volume 3740, page 116, Official Records of Brazos County, Texas; and amended in Volume 4974, page 186, Official Records of Brazos County, Texas. i. Abandonment of Easements and Grant of Private Access Easement executed by Delmar Baronhead I, Ltd., a Texas limited partnership and Wulfe Investments, Ltd., a Texas limited partnership, dated June 17, 2002, recorded in Volume 4715, page 202, Official Records of Brazos County, Texas. j. Public Utility Easement from BV Development College Station, LLC to City of College Station, Texas, dated May 26, 2004, recorded in Volume 6066, page 244,Official Records of Brazos County, Texas. k. Lease dated February 24, 2003, by and between BV Development College Station, LLC and Rockfish, L.P.; a Memorandum of which is dated March 18, 2003 and recorded in Volume 5204, vt/VJ/VI 11:J1 1AA V11,1.'11001bh(ALU.y UUU1r1Y AJOZIAAL1 WOWS 04 STEWART TITLE GUARANTY COMPANY SCHEDULE File Na. 143713 R (Continued) page 1, Official Records of Brazos County, Texas. I. Mineral reservation in Deed from Frank J. Matous, et al to Delmar Baronhead I, Ltd.,dated Februai y 27, 1998, recorded in Volume 3046, page 100, Official Records of Brazos County.Texas; said Deed corrected and refiled in Volume 3761, page 68, Offidal Records of Brazos County,Texas; subject to Wavier of Surface Use contained therein. Title to this reservation has not been traced subsequent to the date of the above-cited instrument m. Mineral reservation in Deed from CSI Associates, a Texas General Partnership to Delmar Baronhead I, Ltd.. dated September 30, 1998, recorded in Volume 3272, page 63. Official Records of Brazos County, Texas; subject to Waiver of Surface Use contained therein. Title to this reservation has not been traced subsequent to the date of the above-cited instrument. n. Estate created by Oil and Gas Lease from Frauilne Putz Sims, et al to INCO Oil Corporation, dated November 12, 1991, recorded In Volume 1411, pages 113, 144, 148 and 152, Official Records of Brazos County, Texas; and as amended by instruments recorded in Volume 1648, pages 208, 210 and 212, Official Records of Brazos County, Texas. Title to these leases has not been traced subsequent to the date of the above-cited instruments. o. Estate created by Oil and Gas Lease from CSI Associates to (NCO Oil Corporation, dated February 13, 1992, recorded in Volume 1520, page 157. Official Records of Brazos County, Texas. Title to this lease has not been traced subsequent to the date of the above-cited instrument. p. Pending disbursement of the full proceeds of the loan secured by the lien instrument set forth under Schedule A hereof, this policy Insures only to the extent of the amount actually disbursed, but increases as each disbursement is made in good faith and without knowledge of any defects in, or objections to, the title up to the face amount of the policy. Nothing contained in this paragraph shall be construed as limiting any exception under Schedule B, or any printed provisions of this policy. q. Any and all liens arising by reason of unpaid bills or claims for work performed or materials furnished in connection with improvements placed, or to be placed, upon the subject land. However, the Company does insure the Insured against loss, if any, sustained by the insured under this policy if such liens have been filed with the County Clerk of Brazos County, Texas, prior to the date hereof. r. All oil, gas and other minerals in and under the herein described property,together with any rights of ingress and egress, mining or drilling privileges heretofore reserved or conveyed by predecessors in title. There is expressly excluded from coverage hereunder, and this Company does not insure, title to oil, gas and other minerals of every kind and character, in, on and under the property herein described. s. The Tax Certificate furnished by the taxing authorities is issued on real estate only. It does not include minerals and/or personal property, therefore, no liability is assumed herein for the payment of said mineral and/or personal property tax NOTE: FOR INFORMATION ONLY: Lender's File/Loan/Reference Number is TO BE DETERMINED. U1/U3/U7 11:3Z IA& 8787311351 BRAZOS COUNTY ABSTRACT x®007 04 STEWART TITLE GUARANTY COMPANY SCHEDULE C File No. 143713 YOUR POLICY WILL NOT COVER LOSS, COSTS, ATTORNEY'S FEES, AND EXPENSES RESULTING FROM THE FOLLOWING REQUIREMENTS THAT WILL APPEAR AS EXCEPTIONS IN SCHEDULE B OF THE POLICY, UNLESS YOU DISPOSE OF THESE MATTERS TO OUR SATISFACTION, BEFORE THE DATE THE POLICY IS ISSUED: 1. DOCUMENTS CREATING YOUR TITLE OR INTEREST MUST BE APPROVED BY US AND MUST BE SIGNED, NOTARIZED AND FILED FOR RECORD. 2. SATISFACTORY EVIDENCE MUST BE PROVIDED THAT: —NO PERSON OCCUPYING THE LAND CLAIMS ANY INTEREST IN THAT LAND AGAINST THE PERSONS NAMED IN PARAGRAPH 3 OF SCHEDULE A, —ALL STANDBY FEES, TAXES, ASSESSMENTS AND CHARGES AGAINST THE PROPERTY HAVE BEEN PAID, —ALL IMPROVEMENTS OR REPAIRS TO THE PROPERTY ARE COMPLETED AND ACCEPTED BY THE OWNER, AND THAT ALL CONTRACTORS, SUB-CONTRACTORS, LABORERS AND SUPPLIERS HAVE BEEN FULLY PAID, AND THAT NO MECHANIC'S, LABORER'S LIENS OR MATERIALMAN'S LIENS HAVE ATTACHED TO THE PROPERTY, —(ON A MORTGAGEE'S POLICY ONLY) RESTRICTIONS HAVE NOT BEEN AND WILL NOT BE VIOLATED THAT AFFECT THE VALIDITY AND PRIORITY OF THE INSURED MORTGAGE. 3_ THERE IS LEGAL RIGHT OF ACCESS TO AND FROM THE LAND, 4. YOU MUST PAY THE SELLER OR BORROWER THE AGREED AMOUNT FOR YOUR PROPERTY OR INTEREST. 5. ANY DEFECT, LIEN OR OTHER MATTER THAT MAY AFFECT TITLE TO THE LAND OR INTEREST INSURED, THAT ARISES OR IS FILED AFTER THE EFFECTIVE DATE OF THIS COMMITMENT. 6. True appears of record as shown on Schedule A. Order indicates title being offered by Levine investments Ltd. Partnership. If title is to be offered by other than shown on Schedule A, secure and record Deed into party or parties offering title. 7. Company requires sufficient documentation of PaclfiC Ground Leases I, LLC to determine who has the authority to act on behalf of said Company. Company reserves the right to make additional requirements on Schedule C after reviewing said document. 8. Company requires a copy of a sufficient portion of the Partnership Agreement of Levine Investments Ltd. Partnership to determine who has the authority to act on behalf of said partnership. Company reserves the right to make additional requirements on Schedule C after reviewing said document. 9. Company requires a copy of a sufficient portion of the Partnership Agreement of Maroon City Partners Ltd. to determine who has the authority to act on behalf of said partnership, Company reserves the right to make additional requirements on Schedule C after reviewing said document. 10. Company wit1 require tax certificates on the subject property shewing all taxes pa=id up to and including the year 2005. U1(11J/UJ, 11:JL rAd 87!l7J11J81 t3MALUS COUNTY AUS 1CA(T I®UU$ DaD STEWART TITLE GUARANTY COMPANY SCHEDULE C File No. 143713 (Continued) 11. Company wilt require a properly executed Affidavit as to debts and liens- 12. 'The title insurance policy being issued to you contains an Arbitration Provision. it aiiows you or the Company to require arbitration if the amount of Insurance is $1,000,000 or less. If you want to retain your right to sue the Company in case of a dispute over a claim, you must request deletion of the Arbitration Provision before the policy is Issued. If you are the purchaser in the transaction and elect deletion of the Arbitration Provision, a form will be presented to you at dosing for execution. If you are the lender in the transaction and desire deletion of the Arbitration Provision, please inform us through your Closing Instructions." g3 gi INCUMBENCY CERTIFICATE This Incumbency Certificate is made as of the day of January, 2007, by William S. Levine, duly authorized General Partner of Levine Investments Limited Partnership, an Arizona limited partnership (the "Partnership"), which is Sole Member of Pacific Ground Leases I, LLC, a Delaware limited liability company(the "Company") The undersigned, William S. Levine, being the duly authorized General Partner of the Partnership, in its capacity as a Member of the Company, hereby certifies that the entity named below is the Sole Member of the Company: Levine Investments Limited Partnership, an Arizona limited partnership The undersigned further certifies that the Partnership is the Sole Member of the Company by the Operating Agreement of the Company dated August 17, 2004. IN WITNESS WHEREOF, the undersigned has affixed his name effective as of the day of January, 2007. PACIFIC GROUND LEASES I, LLC, a Delaware limited liability company By: Levine Investments Limited Partnership Its: Sole Member By: William S. Levine, Sole Member STATE OF ARIZONA ) ) ss. County of Maricopa ) The foregoing instrument was acknowledges before me this day of December, 2006, by William S. Levine, duly authorized General Partner of Levine Investments Limited Partnership, an Arizona limited partnership, which is Sole Member of Pacific Ground Leases I, LLC, a Delaware limited liability company, for the purposes set forth therein. Notary Public My Commission Expires: C:\DOCUME-1\GJS\LOCALS-1\Temp\mwtemp36c\ws347.tmp\lncumbency Cert.doc 01/09/2007 17:50 FAX 9797311381 BCAC 1A 001/000,0 1541-4-cr.) Doc Bk ;Poi Pg 00870950 OR 6321' 99 WHEN RECORDED RETURN TO: David Lansley Mariscal Weeks McIntyre&Friedlander.P.A. 2901 North Central Avenue,Suite 200 Phoenix,Arizona 85012 SPECIAL WARRANTY DEED THE STATE OF TEXAS ){ ( KNOW ALL MEN BY THESE PRESENTS: COUNTY OF BRAZOS ){ THAT,LEVINE INVESTMENTS LIMITED D PARTNERSHIP,an Arizona limited partnership(hereinafter referred to as"Grantor"),for and in consideration of the sum of TEN AND NO/100 DOLLARS($10.00),and other good and valuable consideration to him in baud ( paid by Gramme,as herein-after named,the receipt and sufficiency of which are hereby acknowledged and confessed; HAS GRANTED,SOLD,AND CONVEYED and by these presents does GRANT,SELL AND CONVEY unto PACIFIC GROUND LEASES I,LLC,a Delaware Iimited liability company,of the County of Maricope,State of Arizona,whose mailing address is 1702 East Highland,Suite 310,phoenix,Arizona 85016,(herein called"Grantee",whether one or more), the following described property,to-wit: SEE ATTACHED,ItXHIBIT"A" TO HAVE AND TO HOLD the above described premises together with all and singular the rights and appurtenances thereto in anywise belonging,unto said Grantee, his heirs, executors and administrators forever, and Grantor does hereby bind itse1£lwmsclf his heirs and assigns, TO WARRANT AND FOREVER DEFEND all and singular the said premises unto said Grantee,his heirs,executors and administrators against every person whomsoever claiming or to claim the same or part thereof by,through or under Grantor,but not otherwise. Taxes for the current year have been prorated to the date hereof and axe assumed by the Grantee. This conveyance is made SUBJECT TO all current taxes, patent reservations, all covenants,conditions,restrictions, reservations, easements and declarations or other matters of record or to which reference is made in the public records, any and all conditions, easements, encroachments,rights-of-way,or restrictions which a physical inspection,or accurate survey,of the Real Property would reveal, and the applicable zoning and use regulations of any municipality,county,state or the United States affecting the Real Progeny, any discrepancies, 01/09/2007 17:50 FAX 9797311381 BCAC tgl002/00DAD • Doe 87895 3 Bk 6321 11308 conflicts, or shortages in area or boundary lines or any encroachments or any overlapping of improvements and any existing building and zoning ordinances. When Ibis deed is executed by more than one person,or Grantee is more tbsrl one person, the pertinent verbs,nouns and pronouns were changed correspondingly,and when executed by a corporation,the words"bbeears eseentars and administrator"and"heirs and assigns"shall be construed to mean"gate/more and ass>n?. Where applicable herein, the masculine gender shall include the feminine,and vice versa. EXECUTED this r 2 %'ic"'day of September 2004. LEVINE INVESTMENTS LIMITED PARTNERSHIP, an Arizona limited partnership / By Name:William S. .e • Its: General Partner { THE STATE OF ARIZONA }( COUNTY OF MARICOPA }�{ Before me, the undersigned authority, on this day personally appeared William S. Levine, known to me to be the person whose name is subscribed to the foregoing � /( instrument and acknowledged to me that he executed the saute for the purposes and O� consideration expressed therein. GIVEN UNDER MY HAND AND SEAL OF 0 % DAY OF 'eptember,2004. Air My .., ,_ , �: .hc tl/ ,"otxlo• A.Jt N_ �Notary's " Nam•. IttflAIMMortritrane O arsa,B as Not 13,2037 AFF RD ?REPARF7�W5OFFICE OF: David Lensky,Esq. Mariscal,Weeks,McIntyre&Friedlander,P.A. Mariscal,Weeks,McIntyre&Friedlander,?.A 2901 North Central Avenue,Suitp 200 2901 North Central Avenue,Suite 200 Phoenix,Arizona 85012 Phoenix,Arizona 85012 PAuseas‘mccktevtaew icific 0n:0K :573-21 i Taut Dred doc 01/09/2007 17:30 FAX 9797311281 BEAC 003/000A0 Pg . . 9:0970950 Bk 63211 101 Exhibit A to Special Warranty Deed Legal Description Exhibit A—Legal Description Tract I: BRING a 1.106 acre tract situated in the City of College Station,BRAZOS County,Texas,being all of Lot SA,Block 1,Lots 1A,SA,9,10 and 11 of THE GATEWAY.PHASE I,a subdivision of Record in Volume 4998,Page 262 of the Official Records of BRAZOS County,Texas. Filed for Record in; Jl18t20&mum Dm Sep 36,284 at 18:618 As a ISIAIDUM Dement itabire 18114551 Al mat 13.* Receipt iffier-258232 Dimthia Riacaa MfMir r artily t!��t� us /dal■Om Ode ad No stool**by k momridded b the teue sip* eltie mairoods 1 Xoft 91 111 esstapoiImo keh Sop ,98,2201+ 11 L Y MA t�R t19a Ii F!USERsWec\Levrtx\Proifio Orosard110573.218 Texas tree idoc V1/VO/Vf 11.0V TAA VIZI:0114O1 DICAGUO 4UUIV1Y ADO1X(A41 , 'JUU1 pu — --- 2001 12/29/2006 15:37 FAX 9797311381 BOAC — *** ***************** *** TX REPORT *** ********************* TRANSMISSION OK TX/RX NO 2153 RECIPIENT ADDRESS 19723874700 DESTINATION IO ST. TIME 12/29 15.35 TIME USE 01 '47 PASES SENT 11 RESULT OK • • Brazos County Abstract Company "More than 130 Years of Title Service" P.O.Box 4704 phone_(979)731-1900 3800 Cross Park Drive Bryan,IX 77805-4704 Facsimile:(979)731-I381 Bryan,TX 77802 FACSIMILE T SMITTAL L • C4 XNTIAL NO►T :THE DOCUMENTS ACCOMPANYING THIS TELECOPY TRANSMISSION CONTAIN CONFIDENTIAL INFORMATION AND MAYBE LEGALLY PRIVILEGED.THE INFORMATION IS INTENDED FOR THE RECIPIENT NAMED BELOW.IF YOU HAVE RECEIVED THIS TELECOPY IN ERROR,PLEASE NOTIFY US BY TELEPHONE TO ARRANGE FOR RETURN OF THE DOCUMENTS AT NO COST TO YOU.YOU ARE I-IEREBY NOTIFIED THAT ANY DISCLOSURE,COPYING,DISTRIBUTION, OR THE TAKING OF ANY ACTION IN RELIANCE ON THE CONTENTS OF THIS TELECOPIED INFORMATION IS STRIC I LY PROHIBIT 1). DATE: la l 1 I TO: C .l FROM: DisannaYen R, drey FAX NO: �1' 'I- � PHONE: �_,a79- B 1-190 X 18 FIRM: mropin EMAIL: dlsan bca co - GF#: I � SUBJECT: 4,_Ca s A. ` COMMENTS: P THING ATTA hi D ***** ****************THINGS NEEDED e commr ent Insurance Tax certificate ,._Survey Closing Instructions Any Changes Since Last Survey? Wiring Instructions Loan Number for Payoff(s) U1/U3/117 11:3U FAA. H787311:381 MAGUS GUUN'1Y ABS1KAC1 '1UUL 0T111 STEWART TITLE GUARANTY COMPANY SCHEDULE A Effective Date: December 27, 2006 at 8:00 AM File No.: 143713 Commitment issued December 29, 2006 1. POLICY OR POLICIES TO BE ISSUED ARE:. (a) OWNER POLICY OF TITLE INSURANCE (Form T-1) (Not applicable for improved one-to-four family residential real estate) POLICY AMOUNT: PROPOSED INSURED: (b) TEXAS TO-FOURR FAMILY NTIAL NER POLICY OF RESIDENCES (FolTLE rm T 1 R)U�NCE POLICY AMOUNT: PROPOSED INSURED: (c) MORTGAGEE POLICY OF TITLE INSURANCE (Form T-2) POLICY AMOUNT: $700,000.00 PROPOSED INSURED: THE FIRST NATIONAL BANK OF BRYAN PROPOSED BORROWER: MAROON CITY PARTNERS II, LTD. (d) TEXAS SHORT FORM RESIDENTIAL MORTGAGEE POLICY OF TITLE INSURANCE (Form T-2R) POLICY AMOUNT: PROPOSED INSURED: PROPOSED BORROWER: (e) MORTGAGEE TITLE POLICY BINDER ON INTERIM CONSTRUCTION LOAN (Form T-13) POLICY AMOUNT: PROPOSED INSURED: PROPOSED BORROWER: (f) OTHER POLICY AMOUNT: PROPOSED INSURED: 2. THE INTEREST IN THE LAND COVERED BY THIS COMMITMENT IS: LEASEHOLD ESTATE 3. RECORD TITLE TO THE LAND ON THE EFFECTIVE DATE APPEARS TO BE VESTED IN: PACIFIC GROUND LEASES !, LLC, a Delaware limited liability company BRAZOS COUNTY ABSTRACT COMPANY •4! orized Signature U1/U3/U7 11:31 FAA 9797311381 BRAZUS COUNTY ABS'1'1LACl' IOUU:3 0T11) STEWART TITLE GUARANTY COMPANY SCHEDULE A File No. 143713 (Continued) 4. LEGAL DESCRIPTION OF THE LAND: Being all that certain lot, tract or parcel of land lying and being situated in Brazos County, Texas and being Lot Five-A (5A), Block One (1), THE GATEWAY, PHASE I, an addition to the City of College Station, Texas, according to replat recorded in Volume 4998, page 262, Official Records of Brazos County, Texas. 01/03/07 11:31 FAX 9797311381 _ BRAZOS COUNTY ABSTRACT l]004 DSD STEWART TITLE GUARANTY COMPANY CHEDULE B File No. 143713 S EXCEPTIONS FROM COVERAGE IN ADDITION TO THE EXCLUSIONS AND CONDITIONS AND STIPULATIONS, YOUR POLICY.WILL NOT COVER LOSS, COSTS, ATTORNEY'S FEES, AND EXPENSES RESULTING FROM: 1. THE FOLLOWING RESTRICTIVE COVENANTS OF RECORD ITEMIZED BELOW (WE MUST EITHER INSERT SPECIFIC RECORDING DATA OR DELETE THIS EXCEPTION): Terms, provisions, covenants, conditions, and restrictions, easements, charges, assessments and liens provided in the Covenants, Conditions and Restrictions recorded in Volume 3740, page 116, and Volume 4974, page 186, Official Records of Brazos County, Texas, but omitting any covenant, condition or restrictions, if any, based on race, color, religion, sex, handicap, familial status or national origin unless and only to the extent that the covenant, condition or restrictions (a) is exempt under Title 42 of the United States Code, or (b) related to handicap, but does not discriminate against handicapped persons. 2. ANY DISCREPANCIES, CONFLICTS, OR SHORTAGES IN AREA OR BOUNDARY LINES, OR ANY ENCROACHMENTS OR PROTRUSIONS, OR ANY OVERLAPPING OF IMPROVEMENTS. 3. HOMESTEAD OR COMMUNITY PROPERTY OR SURVIVORSHIP RIGHTS, IF ANY, OF ANY SPOUSE OF ANY INSURED. (APPLIES TO THE OWNER POLICY ONLY.) 4. ANY TITLES OR RIGHTS ASSERTED BY ANYONE, INCLUDING, BUT NOT LIMITED TO, PERSONS, THE PUBLIC, CORPORATIONS, GOVERNMENTS OR OTHER ENTITIES. A. TO TIDELANDS, OR LANDS COMPRISING THE SHORES OR BEDS OF NAVIGABLE OR PERENNIAL RIVERS AND STREAMS, LAKES, BAYS, GULFS OR OCEANS, OR B. TO LANDS BEYOND THE LINE OF THE HARBOR OR BULKHEAD LINES AS ESTABLISHED OR CHANGED BY ANY GOVERNMENT, OR C. TO FILLED-IN LANDS, OR ARTIFICIAL ISLANDS, OR D. TO STATUTORY WATER RIGHTS, INCLUDING RIPARIAN RIGHTS, OR E. TO THE AREA EXTENDING FROM THE LINE OF MEAN LOW TIDE TO THE LINE OF VEGETATION, OR THE RIGHTS OF ACCESS TO THAT AREA OR EASEMENT ALONG AND ACROSS THAT AREA. (APPLIES TO THE OWNER POLICY ONLY_) 5. STANDBY FEES, TAXES AND ASSESSMENTS BY ANY TAXING AUTHORITY FOR THE YEAR 2006, AND SUBSEQUENT YEARS; AND SUBSEQUENT TAXES AND ASSESSMENTS BY ANY TAXING AUTHORITY FOR PRIOR YEARS DUE TO CHANGE IN LAND USAGE OR OWNERSHIP, BUT NOT THOSE TAXES OR ASSESSMENTS FOR PRIOR YEARS BECAUSE OF AN EXEMPTION GRANTED TO A PREVIOUS OWNER OF THE PROPERTY UNDER SECTION 11.13. TEXAS TAX CODE, OR BECAUSE OF IMPROVEMENTS NOT ASSESSED FOR A PREVIOUS TAX YEAR_ (IF TEXAS SHORT FORM RESIDENTIAL MORTGAGEE POLICY OF TITLE INSURANCE (T-2R) IS ISSUED, THAT POLICY WILL SUBSTITUTE "WHICH BECOME DUE AND PAYABLE SUBSEQUENT TO DATE OF POLICY" IN LIEU OF"FOR THE YEAR 2006 AND SUBSEQUENT YEARS.") 6. THE TERMS AND CONDITIONS OF THE DOCUMENTS CREATING YOUR INTEREST IN THE LAND. 7. MATERIALS FURNISHED OR LABOR PERFORMED IN CONNECTION WITH PLANNED CONSTRUCTION BEFORE SIGNING AND DELIVERING THE LIEN DOCUMENT DESCRIBED IN SCHEDULE A. IF THE LAND IS PART OF THE HOMESTEAD OF THE OWNER. (APPLIES TO THE MORTGAGEE TITLE POLICY BINDER ON INTERIM CONSTRUCTION LOAN ONLY, AND MAY BE DELETED IF SATISFACTORY EVIDENCE IS PROVIDED TO US BEFORE A BINDER IS ISSUED_) 01/03/07 11:31 FAX 9797311381 BRAZOS COUNTY ABSTRACT 4 005 pp STEWART TITLE GUARANTY COMPANY SCHEDULE B File No. 143713 (Continued) 8. LIENS AND LEASES THAT AFFECT THE TITLE TO THE LAND, BUT THAT ARE SUBORDINATE TO THE LIEN OF THE INSURED MORTGAGE (APPLIES TO MORTGAGEE POLICY (T-2) ONLY.) 9. THE EXCEPTIONS FROM COVERAGE AND EXPRESS INSURANCE IN SCHEDULE B OF THE TEXAS SHORT FORM RESIDENTIAL MORTGAGEE POLICY OF TITLE INSURANCE (T-2R). (APPLIES TO TEXAS SHORT FORM RESIDENTIAL MORTGAGEE POLICY OF TITLE INSURANCE (T-2R) ONLY. SEPARATE EXCEPTIONS SCHEDULE THETEXAS SHORT FORM RESIDENTIAL MORTGAGEE POLICY FTIT EINSURANCE (T TO R) 10. THE FOLLOWING MATTERS AND ALL TERMS OF THE DOCUMENTS CREATING OR OFFERING EVIDENCE OF THE MATTERS (WE MUST INSERT MATTERS OR DELETE THIS EXCEPTION.): a. Easements and building lines as shown of record on replat of The Gateway, Phase One, recorded in Volume 4998, page 262, Official Records of Brazos County, Texas. b. Terms, provisions and conditions of said lease creating such leasehold estate c. Easement from H. P. Dansby Estate to The City of Bryan, dated April 20, 1937, recorded in Volume 94, page 199, Deed Records of Brazos County, Texas. d. Easement from CSI Associates to City of College Station, dated October 26, 1994, recorded in Volume 2232, page 115, Official Records of Brazos County, Texas. e. Subject to terms, conditions and stipulations set forth in Deed from Frank J. Matous, et al to Delmar Baronhead I, Ltd., dated February 27, 1998, recorded in Volume 3046, page 100, Official Records of Brazos County, Texas; said Deed corrected and refiled in Volume 3761, page 68, Official Records of Brazos County, Texas. f Subject to terms and conditions contained in Declaration of Easement executed by Delmar Baronhead I, Ltd, dated February 10, 1999, recorded in Volume 3417, page 101, Official Records of Brazos County, Texas. g. Rights of others to the use and benefit of the easements described in Deeds executed by Delmar Baronhead I, Ltd., dated December 21, 1999, recorded in Volume 3694, page 79 and dated June 20, 2000, recorded in Volume 3848, page 206, Official Records of Brazos County, Texas. h. Subject to terms and conditions contained in Declaration and Agreement of Easements with Covenants and Restrictions Affecting Land executed by Delmar Baronhead I, Ltd-, et al, dated February 25, 2000, recorded in Volume 3740, page 116, Official Records of Brazos County, Texas; and amended in Volume 4974, page 186, Official Records of Brazos County, Texas. i. Abandonment of Easements and Grant of Private Access Easement executed by Delmar Baronhead I, Ltd., a Texas limited partnership and Wulfe Investments, Ltd., a Texas limited partnership, dated June 17, 2002, recorded in Volume 4715, page 202, Official Records of Brazos County, Texas. j. Public Utility Easement from BV Development College Station, LLC to City of College Station, Texas, dated May 26, 2004, recorded in Volume 6066, page 244, Official Records of Brazos County, Texas. k. Lease dated February 24, 2003, by and between BV Development College Station, LLC and Rockfish, L.P.; a Memorandum of which is dated March 18, 2003 and recorded in Volume 5204, U1/93/U7 11:31 FAX 9797311381 BRAZOS COUNTY ABSTRACT 0 006 pp • STEWART TITLE GUARANTY COMPANY SCHEDULE B File No. 143713 (Continued) page 1, Official Records of Brazos County, Texas. I. Mineral reservation in Deed from Frank J. Matous, et al to Delmar Baronhead I, Ltd., dated February 27, 1998, recorded in Volume 3046, page 100, Official Records of Brazos County, Texas; said Deed corrected and refiled in Volume 3761, page 68, Official Records of Brazos County, Texas; subject to Wavier of Surface Use contained therein. Title to this reservation has not been traced subsequent to the date of the above-cited instrument_ m. Mineral reservation in Deed from CSI Associates, a Texas General Partnership to Delmar Baronhead I, Ltd., dated September 30, 1998, recorded in Volume 3272, page 63, Official Records of Brazos County, Texas; subject to Waiver of Surface Use contained therein_ Title to this reservation has not been traced subsequent to the date of the above-cited instrument. n. Estate created by Oil and Gas Lease from Frauline Putz Sims, et al to INCO Oil Corporation, dated November 12, 1991, recorded in Volume 1411, pages 113, 144, 148 and 152, Official Records of Brazos County, Texas; and as amended by instruments recorded in Volume 1648, pages 208, 210 and 212, Official Records of Brazos County, Texas. Title to these leases has not been traced subsequent to the date of the above-cited instruments. a Estate created by Oil and Gas Lease from CSI Associates to INCO Oil Corporation, dated February 13, 1992, recorded in Volume 1520, page 157, Official Records of Brazos County, Texas. Title to this lease has not been traced subsequent to the date of the above-cited instrument. p. Pending disbursement of the full proceeds of the loan secured by the lien instrument set forth under Schedule A hereof, this policy insures only to the extent of the amount actually disbursed, but increases as each disbursement is made in good faith and without knowledge of any defects in, or objections to, the title up to the face amount of the policy. Nothing contained in this paragraph shall be construed as limiting any exception under Schedule B, or any printed provisions of this policy. q. Any and all liens arising by reason of unpaid bills or claims for work performed or materials furnished in connection with improvements placed, or to be placed, upon the subject land. However, the Company does insure the Insured against loss, if any, sustained by the Insured under this policy if such liens have been filed with the County Clerk of Brazos County, Texas, prior to the date hereof. r. All oil, gas and other minerals in and under the herein described property, together with any rights of ingress and egress, mining or drilling privileges heretofore reserved or conveyed by predecessors in title_ There is expressly excluded from coverage hereunder, and this Company does not insure, title to oil, gas and other minerals of every kind and character, in, on and under the property herein described. s. The Tax Certificate furnished by the taxing authorities is issued on real estate only. It does not include minerals and/or personal property, therefore, no liability is assumed herein for the payment of said mineral and/or personal property tax. NOTE: FOR INFORMATION ONLY: Lender's File/Loan/Reference Number is TO BE DETERMINED. 01/03/07 11:32 FAX 9797311381 BRAZOS COUNTY ABSTRACT 4h007 Dry STEWART TITLE GUARANTY COMPANY SCHEDULE C File No. 143713 YOUR POLICY WILL NOT COVER LOSS, COSTS, ATTORNEYS FEES, AND EXPENSES RESULTING FROM THE FOLLOWING REQUIREMENTS THAT WILL APPEAR AS EXCEPTIONS IN SCHEDULE B OF THE POLICY, UNLESS YOU DISPOSE OF THESE MATTERS TO OUR SATISFACTION, BEFORE THE DATE THE POLICY IS ISSUED: 1. DOCUMENTS CREATING YOUR TITLE OR INTEREST MUST BE APPROVED BY US AND MUST BE SIGNED, NOTARIZED AND FILED FOR RECORD. 2. SATISFACTORY EVIDENCE MUST BE PROVIDED THAT: —NO PERSON OCCUPYING THE LAND CLAIMS ANY INTEREST IN THAT LAND AGAINST THE PERSONS NAMED IN PARAGRAPH 3 OF SCHEDULE A, —ALL STANDBY FEES, TAXES, ASSESSMENTS AND CHARGES AGAINST THE PROPERTY HAVE BEEN PAID, —ALL IMPROVEMENTS OR REPAIRS TO THE PROPERTY ARE COMPLETED AND ACCEPTED BY THE OWNER, AND THAT ALL CONTRACTORS, SUB-CONTRACTORS, LABORERS AND SUPPLIERS HAVE BEEN FULLY PAID, AND THAT NO MECHANIC'S, LABORER'S LIENS OR MATERIALMAN'S LIENS HAVE ATTACHED TO THE PROPERTY, —(ON A MORTGAGEE'S POLICY ONLY) RESTRICTIONS HAVE NOT BEEN AND WILL NOT BE VIOLATED THAT AFFECT THE VALIDITY AND PRIORITY OF THE INSURED MORTGAGE. 3. THERE IS LEGAL RIGHT OF ACCESS TO AND FROM THE LAND, 4. YOU MUST PAY THE SELLER OR BORROWER THE AGREED AMOUNT FOR YOUR PROPERTY OR INTEREST. 5. ANY DEFECT, LIEN OR OTHER MATTER THAT MAY AFFECT TITLE TO THE LAND OR INTEREST INSURED, THAT ARISES OR IS FILED AFTER THE EFFECTIVE DATE OF THIS COMMITMENT. 6. Title appears of record as shown on Schedule A_ Order indicates title being offered by Levine Investments Ltd. Partnership. If title is to be offered by other than shown on Schedule A, secure and record Deed into party or parties offering title. 7. Company requires sufficient documentation of Pacific Ground Leases I, LLC to determine who has the authority to act on behalf of said Company. Company reserves the right to make additional requirements on Schedule C after reviewing said document. 8. Company requires a copy of a sufficient portion of the Partnership Agreement of Levine Investments Ltd. Partnership to determine who has the authority to act on behalf of said partnership. Company reserves the right to make additional requirements on Schedule C after reviewing said document. 9. Company requires a copy of a sufficient portion of the Partnership Agreement of Maroon City Partners II, Ltd. to determine who has the authority to act on behalf of said partnership. Company reserves the right to make additional requirements on Schedule C after reviewing said document. 10. Company will require tax certificates on the subject property showing all taxes paid up to and including the year 2005. 01/03/07. 11:32 FAX 9797311381 BRAZOS COUNTY ABSTRACT 11008 0,0 STEWART TITLE GUARANTY COMPANY SCHEDULE C File No. 143713 (Continued) 11. Company will require a properly executed Affidavit as to debts and liens. 12. "The title insurance policy being issued to you contains an Arbitration Provision. It allows you or the Company to require arbitration if the amount of Insurance is $1,000,000 or less. If you want to retain your right to sue the Company in case of a dispute over a claim, you must request deletion of the Arbitration Provision before the policy is issued. If you are the purchaser in the transaction and elect deletion of the Arbitration Provision, a form will be presented to you at closing for execution_ If you are the lender in the transaction and desire deletion of the Arbitration Provision, please inform us through your Closing Instructions."