exv10w2





Exhibit 10.2




(Confidential Portions Omitted)


 





Construction Loan Agreement




among



HF Logistics-SKX Tl, LLC, a Delaware limited liability company,

as Borrower



and



Bank of America, N.A.,

a national banking association

as Administrative Agent and as a Lender



and



Raymond James Bank FSB,

a federal savings bank, as a Lender



Dated as of April 30, 2010



Banc of America Securities LLC,

as

Sole Lead Arranger and Sole Book Manager







 




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	PAGE	 
	ARTICLE 1 — THE LOAN
	 	 	1	 
	 
	 	 	 	 
	1.1. General Information and Exhibits
	 	 	1	 
	1.2. Purpose
	 	 	1	 
	1.3. Commitment to Lend
	 	 	1	 
	1.4. Budget
	 	 	1	 
	1.5. Borrower’s Deposit
	 	 	2	 
	1.6. Evidence of Debt
	 	 	2	 
	1.7. Interest Rate
	 	 	2	 
	1.8. Past Due Rate
	 	 	3	 
	1.9. Prepayment
	 	 	3	 
	1.10. Consequential Loss
	 	 	3	 
	1.11. Late Charge
	 	 	4	 
	1.12. Taxes
	 	 	4	 
	1.13. Payment Schedule and Maturity Date
	 	 	5	 
	1.14. Advances and Payments
	 	 	7	 
	1.15. Administrative Agent Advances
	 	 	7	 
	1.16. Defaulting Lender
	 	 	9	 
	1.17. Several Obligations; No Liability, No Release
	 	 	10	 
	 
	 	 	 	 
	ARTICLE 2 — ADDITIONAL COVENANTS AND AGREEMENTS
	 	 	12	 
	 
	 	 	 	 
	2.1. Construction of the Improvements
	 	 	12	 
	2.2. Plans and Changes
	 	 	12	 
	2.3. Contracts
	 	 	12	 
	2.4. Assignment of Contracts and Plans
	 	 	13	 
	2.5. Storage of Materials
	 	 	13	 
	2.6. Construction Consultant
	 	 	13	 
	2.7. Inspection
	 	 	14	 
	2.8. Notice to Lenders
	 	 	14	 
	2.9. Financial Statements
	 	 	14	 
	2.10. Other Information
	 	 	14	 
	2.11. Reports and Testing
	 	 	14	 
	2.12. Advertising by Lenders
	 	 	15	 
	2.13. Appraisal
	 	 	15	 
	2.14. Payment of Withholding Taxes
	 	 	15	 
	2.15 ERISA and Prohibited Transaction Taxes
	 	 	15	 
	 
	 	 	 	 
	ARTICLE 3 — REPRESENTATIONS AND WARRANTIES
	 	 	16	 
	 
	 	 	 	 
	ARTICLE 4 — DEFAULT AND REMEDIES
	 	 	17	 
	 
	 	 	 	 
	4.1. Events of Default
	 	 	17	 
	4.2. Remedies
	 	 	18	 
	 
	 	 	 	 
	ARTICLE 5 — ADMINISTRATIVE AGENT
	 	 	19	 
	 
	 	 	 	 
	5.1. Appointment and Authorization of Administrative Agent
	 	 	19	 
	5.2. Delegation of Duties
	 	 	20	 
	5.3. Liability of Administrative Agent
	 	 	20	 
	5.4. Reliance by Administrative Agent
	 	 	21	 
	5.5. Notice of Default
	 	 	21	 
	5.6. Credit Decision; Disclosure of Information by Administrative Agent
	 	 	21	 
	5.7. Indemnification of Administrative Agent
	 	 	22	 
	5.8. Administrative Agent in Individual Capacity
	 	 	22	 






 









 






	 	 	 	 	 
	 	 	PAGE	 
	5.9.   Successor Administrative Agent
	 	 	22	 
	5.10. Releases; Acquisition and Transfers of Collateral
	 	 	23	 
	5.11. Application of Payments
	 	 	24	 
	5.12. Benefit
	 	 	24	 
	 
	 	 	 	 
	ARTICLE 6 — GENERAL TERMS AND CONDITIONS
	 	 	24	 
	 
	 	 	 	 
	6.1. Consents; Borrower’s Indemnity
	 	 	24	 
	6.2. Miscellaneous
	 	 	26	 
	6.3. Notices
	 	 	26	 
	6.4. Payments Set Aside
	 	 	27	 
	6.5. Successors and Assigns
	 	 	27	 
	6.6. Confidentiality
	 	 	29	 
	6.7. Set-off
	 	 	30	 
	6.8. Sharing of Payments
	 	 	30	 
	6.9. Amendments; Survival
	 	 	30	 
	6.10. Costs and Expenses
	 	 	32	 
	6.11. Tax Forms
	 	 	32	 
	6.12. Further Assurances
	 	 	33	 
	6.13. Inducement to Lenders
	 	 	34	 
	6.14. Forum
	 	 	34	 
	6.15. Interpretation
	 	 	34	 
	6.16. No Partnership, etc.
	 	 	34	 
	6.17. Records
	 	 	34	 
	6.18. Commercial Purpose
	 	 	34	 
	6.19. WAIVER OF JURY TRIAL
	 	 	35	 
	6.20. Service of Process
	 	 	35	 
	6.21. USA Patriot Act Notice
	 	 	35	 
	6.22. Entire Agreement
	 	 	35	 
	6.23. Dispute Resolution
	 	 	35	 






EXHIBITS:




	 	 	 	 	 

	EXHIBIT “A”

	 	—
	 	Legal Description of Land
	EXHIBIT “B”

	 	—
	 	Definitions and Financial Statements
	EXHIBIT “C”

	 	—
	 	Conditions Precedent to the Initial
Advance
	EXHIBIT “D”

	 	—
	 	Budget
	EXHIBIT “E”

	 	—
	 	Plans
	EXHIBIT “F”

	 	—
	 	Advances
	EXHIBIT “F-1”

	 	—
	 	Draw Request
	EXHIBIT “G”

	 	—
	 	Survey Requirements
	EXHIBIT “H”

	 	—
	 	Intentionally Omitted
	EXHIBIT “I”

	 	—
	 	Leasing and Tenant Matters
	EXHIBIT “J”

	 	—
	 	List of Required Bonds
	EXHIBIT “K”

	 	—
	 	Letters of Credit
	EXHIBIT “L”

	 	—
	 	Assignment and Assumption
	EXHIBIT “M”

	 	—
	 	Promissory Note
	EXHIBIT “N”

	 	—
	 	Schedule of Lenders and Other Parties






 









 







CONSTRUCTION LOAN AGREEMENT

(Syndication)




     THIS CONSTRUCTION LOAN AGREEMENT (“Agreement”) is made by and among each lender from
time to time a party hereto (individually, a “Lender” and collectively, the
“Lenders”), and Bank of America, N.A., a national banking association as Administrative
Agent and HF Logistics-SKX Tl, LLC, a Delaware limited liability company (“Borrower”), who
agree as follows:



ARTICLE 1 — THE LOAN




     1.1. General Information and Exhibits. This Agreement includes the Exhibits listed
below which are marked by an “X,” all of which Exhibits are attached hereto and made a part hereof
for all purposes. Borrower and Lenders agree that if any Exhibit to be attached to this Agreement
contains blanks, the same shall be completed correctly and in accordance with this Agreement prior
to or at the time of the execution and delivery thereof.



	 	 	 	 	 	 	 

	 X 

	 	Exhibit “A”
	 	—
	 	Legal Description of the Land
	 X 

	 	Exhibit “B”
	 	—
	 	Definitions and Financial Statements
	 X 

	 	Exhibit “C”
	 	—
	 	Conditions Precedent to the Initial
Advance
	 X 

	 	Exhibit “D”
	 	—
	 	Budget
	 X 

	 	Exhibit “E”
	 	—
	 	Plans
	 X 

	 	Exhibit “F”
	 	—
	 	Advances
	 X 

	 	Exhibit “F-1”
	 	—
	 	Draw Request
	 X 

	 	Exhibit “G”
	 	—
	 	Survey Requirements
	 

	 	Exhibit “H”
	 	—
	 	Intentionally Omitted
	 X 

	 	Exhibit “I”
	 	—
	 	Leasing and Tenant Matters
	 X 

	 	Exhibit “J”
	 	—
	 	List of Required Bonds
	 X 

	 	Exhibit “K”
	 	—
	 	Letters of Credit
	 X 

	 	Exhibit “L”
	 	—
	 	Assignment and Assumption
	 X 

	 	Exhibit “M”
	 	—
	 	Promissory Note
	 X 

	 	Exhibit “N”
	 	—
	 	Schedule of Lenders





The Exhibits contain other terms, provisions and conditions applicable to the Loan. Capitalized
terms used in this Agreement shall have the meanings assigned to them in Exhibit “B”. This
Agreement and the other Loan Documents, which must be in form, detail and substance satisfactory
to Lenders, evidence the agreements of Borrower and Lenders with respect to the Loan. Borrower
shall comply with all of the Loan Documents, but to the extent that the provisions of this
Agreement conflict or are inconsistent with the provisions in any of the other Loan Documents, the
provisions of this Agreement shall control.




     1.2.
Purpose. The proceeds of the Loan shall be used by Borrower to pay (i) the cost
of the construction of the Improvements on the Land and (ii) other fees, costs and expenses
relating to the Property if and to the extent that such costs are specifically provided for in the
Budget.



     1.3. Commitment to Lend. Borrower agrees to borrow from each Lender, and each Lender
severally agrees to make advances of its Pro Rata Share of the proceeds of the Loan to Borrower in
amounts at any one time outstanding not to exceed such Lender’s Pro Rata Share of the Loan and
(except for Administrative Agent with respect to Administrative Agent Advances), on the terms and
subject to the conditions set forth in this Agreement and Exhibit “C” and Exhibit
“F” attached to this Agreement. Lender’s commitment to lend shall expire and terminate
automatically if the Loan is prepaid in full. The Loan is not revolving. Any amount repaid may not
be reborrowed.



     1.4. Budget. The Budget is attached to this Agreement as Exhibit “D”. The
amounts listed in the Budget as the (a) “Total Costs” is the maximum cost anticipated by
Borrower for each item specified; (b) “Total Budget” is the maximum cost anticipated by
Borrower for the Project; (c) “Loan Proceeds” is the maximum amount to be advanced under
the Loan, and as used herein, such term shall mean Loan funds to be advanced by the Lenders
subject to the terms and conditions of this Agreement; and (d) “Up-Front Equity” is FIFTY
SEVEN MILLION FIVE HUNDRED SIXTY ONE THOUSAND TWO HUNDRED THIRTY SEVEN AND NO/100
DOLLARS



PAGE 1










 




($57,561,237.00), the amount which is to be paid by Borrower toward the Total Costs, and advanced
prior to the first Advance of any Loan Proceeds. Up-Front Equity Cash and Loan Proceeds shall be
advanced subject to the terms, covenants, conditions and provisions of this Agreement. Borrower
shall not amend the Budget, or otherwise reallocate Loan funds from one Budget line item to
another, without the prior written approval of Administrative Agent in its sole discretion or
except as expressly provided for herein. The Budget has been prepared by Borrower, and Borrower
represents to Administrative Agent and Lenders that to the best of Borrower’s knowledge, the Budget
includes all costs incident to the Loan and the Project through the maturity date of the Loan
(collectively, the “Aggregate Cost”) after taking into account the requirements of this
Agreement, including “hard” and “soft” costs, fees and expenses. Unless approved by Administrative
Agent in its sole discretion, no advance shall be made (a) for any cost not set forth in the
Budget, (b) from any line item in the Budget that, when added to all prior advances from that line
item, would exceed the lesser of (i) the actual cost incurred by Borrower for such line item, or
(ii) the sum shown in the Budget for such line item, (c) from any contingency line item, or (d) to
pay interest on the Loan after commencement of operations in the Improvements if and to the extent
that, subject to the provisions of Exhibit “I”, there is sufficient net operating income
from the Property to pay such interest. Advances from any line item in the Budget for purposes
other than those for which amounts are initially allocated to such line item, or changes in the
relative amounts allocated to particular line items in the Budget may only be made as
Administrative Agent in its sole discretion deems necessary or advisable.




     In the event the general contractor produces a cost savings on a particular line item under a
construction contract with such general contractor, the general contractor will deduct the savings
on that line item and increase the general contractor fee line item by twenty-five percent of the
savings. The balance of the savings will be re-allocated to interest reserve, contingency or hard
cost line items after consent of the Administrative Agent pursuant to the requirements of this
Agreement.



     1.5. Borrower’s Deposit. If at any time Administrative Agent determines that the sum
of: (i) any unadvanced portion of the Loan to which Borrower is entitled, plus (ii) the portions
of the Aggregate Cost that are to be paid by Borrower from other funds that, to Administrative
Agent’s satisfaction, are available, set aside and committed, is or will be insufficient to pay
the actual unpaid Aggregate Cost, Borrower shall, within ten (10) days after written notice from
Administrative Agent, deposit with Administrative Agent the amount of the deficiency
(“Borrower’s Deposit”) in an interest-bearing account of Administrative Agent’s selection
with interest earned thereon to be part of Borrower’s Deposit. Such Borrower’s Deposit is hereby
pledged to Administrative Agent and Lenders as additional security for the Loan, and Borrower
hereby grants and conveys to Administrative Agent for the ratable benefit of Administrative Agent
and Lenders a security interest in all funds so deposited with Administrative Agent, as additional
security for the Loan. Administrative Agent may advance all or a portion of the Borrower’s Deposit
prior to the Loan Proceeds. Upon the occurrence of any Default by Borrower, Administrative Agent
may (but shall have no obligation to) apply all or any part of Borrower’s Deposit against the
unpaid Indebtedness in such order as Administrative Agent determines. Absent the existence of any
Default or the occurrence of any event which, upon the giving of notice or the passage of time
would become a Default, Borrower’s Deposit shall be used to pay amounts of any insufficiencies in
the Aggregate Cost.



     1.6. Evidence of Debt. Amounts of the Loan made by each Lender shall be evidenced by
one or more accounts or records maintained by such Lender and by the Administrative Agent in the
ordinary course of business. The accounts or records maintained by the Administrative Agent and
each Lender shall be conclusive absent manifest error of the amount of the Loan made by the
Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any
error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower
hereunder to pay any amount owing with respect to the Indebtedness. In the event of any conflict
between the accounts and records maintained by any Lender and the accounts and records of the
Administrative Agent in respect of such matters, the accounts and records of Administrative Agent
shall control in the absence of manifest error.



     1.7. Interest Rate.



          (a) The unpaid principal balance of this Loan from day to day outstanding which is not past
due, shall bear interest at a fluctuating rate of interest equal to the sum of (i) the greater of
(x) the BBA LIBOR Daily Floating Rate or (y) ONE HUNDRED AND FIFTY (150) basis points per annum
and (ii) FOUR HUNDRED AND FIFTY (450) basis points, until default (the “Applicable Rate”).
The “BBA LIBOR Daily Floating Rate” shall








PAGE 2









 







mean a fluctuating rate of interest equal to the British Bankers Association LIBOR Rate (“BBA
LIBOR”), as published by Reuters (or other commercially available source providing quotations
of BBA LIBOR as selected by Administrative Agent from time to time) as determined for each Business
Day at approximately 11:00 a.m. London time two (2) London Banking Days prior to the date in
question, for U.S. Dollar deposits (for delivery on the first day of such interest period) with a
one month term, as adjusted from time to time in Administrative Agent’s sole discretion for reserve
requirements, deposit insurance assessment rates and other regulatory costs. If such rate is not
available at such time for any reason, then the rate will be determined by such alternative method
as reasonably selected by Administrative Agent. A “London Banking Day” is a day on which
banks in London are open for business and dealing in offshore dollars. Interest shall be computed
for the actual number of days which have elapsed, on the basis of a 360-day year. Interest shall
accrue from the date that funds are actually deposited into the Borrower’s account described in
Section 1.15 below or disbursed to a third party on behalf of the Borrower or in connection
with the construction and development of the Project.




          (b) If Administrative Agent determines that no adequate basis exists for
determining the
BBA LIBOR Daily Floating Rate or that the BBA LIBOR Daily Floating Rate will not adequately and
fairly reflect the cost to Lenders of funding the Loan, or that any applicable law or regulation
or compliance therewith by any Lender prohibits or restricts or makes impossible the charging of
interest based on the BBA LIBOR Daily Floating Rate and such Lender so notifies Administrative
Agent and Borrower, then until Administrative Agent notifies Borrower that the circumstances
giving rise to such suspension no longer exist, interest shall accrue and be payable on the unpaid
principal balance of this Loan from the date Administrative Agent so notifies Borrower until the
Maturity Date of this Loan (whether by acceleration, declaration, extension or otherwise) at a
fluctuating and per annum rate of interest equal to the sum of 1.75% plus the greater of (1) the
Prime Rate of Administrative Agent; and (2) 4.25%. Each Lender agrees to designate a different
Lending Office if such designation will avoid the need for such notice and will not, in the good
faith judgment of such Lender, otherwise be materially disadvantageous to such Lender. Each time
the Prime Rate changes, the per annum rate of interest on this Loan shall change immediately and
contemporaneously with such change in the Prime Rate. If Administrative Agent (including any
subsequent Administrative Agent) ceases to exist or to establish or publish a prime rate from
which the Prime Rate is then determined, the applicable variable rate from which the Prime Rate is
determined thereafter shall be instead the prime rate reported in The Wall Street Journal
(or the average prime rate if a high and a low prime rate are therein reported), and the Prime
Rate shall change without notice with each change in such prime rate as of the date such change is
reported.




     1.8. Past Due Rate. If any amount payable by Borrower under any Loan Document is not
paid when due (without regard to any applicable grace periods), such amount shall thereafter bear
interest at a fluctuating interest rate per annum at all times equal to the Past Due Rate (as
defined herein) to the fullest extent permitted by applicable law. Accrued and unpaid interest on
past due amounts (including interest on past due interest) shall be due and payable on demand, at
a rate per annum equal to the Applicable Rate plus FOUR HUNDRED (400) basis points (the “Past
Due Rate”).



     1.9. Prepayment. Borrower may prepay the principal balance of this Loan, in full at
any time or in part from time to time, without fee, premium or penalty, provided that: (a)
Administrative Agent shall have actually received from Borrower prior written notice of (i)
Borrower’s intent to prepay, (ii) the amount of principal which will be prepaid (the “Prepaid
Principal”), and (iii) the date on which the prepayment will be made; (b) each prepayment
shall be in an amount of One Thousand and No/100 Dollars ($1,000.00) or a larger integral multiple
of One Thousand and No/100 Dollars ($1,000.00) (unless the prepayment retires the outstanding
balance of this Loan in full); and (c) each prepayment shall be in the amount of 100% of the
Prepaid Principal, plus accrued unpaid interest thereon to the date of prepayment, plus any other
sums which have become due to Administrative Agent and Lenders under the Loan Documents on or
before the date of prepayment but have not been paid. If this Loan is prepaid in full, any
commitment of Lenders for further advances shall automatically terminate.



     1.10. Consequential Loss. Within fifteen (15) days after request by any Lender (or at
the time of any prepayment), Borrower shall pay to such Lender such amount or amounts as will
compensate such Lender for any reasonable loss, cost, expense, penalty, claim or liability,
including any loss incurred in obtaining, prepaying, liquidating or employing deposits or other
funds from third parties and any loss of revenue, profit or yield, as determined by such Lender in
its judgment reasonably exercised (together, “Consequential Loss”) incurred by such Lender
with respect to any LIBOR Rate as a result of: (a) the failure of Borrower to make payments on the
date



PAGE 3









 




specified under this Agreement or in any notice from Borrower to Administrative Agent; (b) the
failure of Borrower to borrow, continue or convert into LIBOR Rate Principal on the date or in the
amount specified in a notice given by Borrower to Administrative Agent pursuant to this Agreement;
(c) the early termination of any Interest Period for any reason; or (d) the payment or prepayment
of any amount on a date other than the date such amount is required or permitted to be paid or
prepaid, whether voluntarily or by reason of acceleration, including, but not limited to,
acceleration upon any transfer or conveyance of any right, title or interest in the Property giving
Administrative Agent on behalf of Lenders the right to accelerate the maturity of the Loan as
provided in the Mortgage. The foregoing notwithstanding, the amounts of the Consequential Loss
shall never be less than zero or greater than what is permitted by applicable Law. If any
Consequential Loss will be due, the Lender shall deliver to Borrower a notice as to the amount of
the Consequential Loss, which notice shall be conclusive in the absence of manifest error. Neither
Administrative Agent nor the Lenders shall have any obligation to purchase, sell and/or match funds
in connection with the funding or maintaining of the Loan or any portion thereof. The obligations
of Borrower under this Section shall survive any termination of the Loan Documents and payment of
the Loan and shall not be waived by any delay by Administrative Agent or Lenders in seeking such
compensation.




     1.11. Late Charge. If Borrower shall fail to make any payment due hereunder or under
the terms of any Note within fifteen (15) days after the date such payment is due, Borrower shall
pay to the applicable Lender or Lenders on demand a late charge equal to four percent (4%) of such
payment. Such fifteen (15) day period shall not be construed as in any way extending the due date
of any payment. The “late charge” is imposed for the purpose of defraying the expenses of a Lender
incident to handling such defaulting payment. This charge shall be in addition to, and not in lieu
of, any other remedy Lenders may have and is in addition to any fees and charges of any agents or
attorneys which Administrative Agent or Lenders may employ upon the occurrence of a Default,
whether authorized herein or by Law.



     1.12. Taxes.



          (a) Any and all payments by Borrower to or for the account of Administrative Agent or any
Lender under any Loan Document shall be made free and clear of and without deduction for any and
all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings
or similar charges, and all liabilities with respect thereto, excluding, in the case of
Administrative Agent and any Lender, taxes imposed on or measured by its net income, and franchise
taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political
subdivision thereof) under the Laws of which Administrative Agent or such Lender, as the case may
be, is organized or maintains a Lending Office (all such non-excluded taxes, duties, levies,
imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being
hereinafter referred to as “Taxes”). If Borrower shall be required by any Laws to deduct
any Taxes from or in respect of any sum payable under any Loan Document to Administrative Agent or
any Lender, (i) the sum payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under this Section),
Administrative Agent and such Lender receives an amount equal to the sum it would have received
had no such deductions been made, (ii) Borrower shall make such deductions, (iii) Borrower shall
pay the full amount deducted to the relevant taxation authority or other authority in accordance
with applicable Laws, and (iv) within 30 days after the date of such payment, Borrower shall
furnish to Administrative Agent (which shall forward the same to such Lender) the original or a
certified copy of a receipt evidencing payment thereof.




          (b) In addition, Borrower agrees to pay any and all present or future stamp, court or
documentary taxes and any other excise or property taxes or charges or similar levies which arise
from any payment made under any Loan Document or from the execution, delivery, performance,
enforcement or registration of, or otherwise with respect to, any Loan Document (hereinafter
referred to as “Other Taxes”).




          (c) If Borrower shall be required by the Laws of any jurisdiction outside the United States
to deduct any Taxes or Other Taxes from or in respect of any sum payable under any Loan Document
to Administrative Agent or any Lender, Borrower shall also pay to Administrative Agent (for the
account of such Lender) or to such Lender, at the time interest is paid, such additional amount
that such Lender specifies is necessary to preserve the after-tax yield (after factoring in United
States (federal and state) taxes imposed on or measured by net income) the Lender would have
received if such deductions (including deductions applicable to additional sums payable under this
Section) had not been made.




PAGE 4









 








          (d) Borrower agrees to indemnity Administrative Agent and each Lender for the full amount of
Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction
on amounts payable under this Section) paid by Administrative Agent and such Lender and any
liability (including penalties, interest and expenses) arising therefrom or with respect thereto,
in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted
by the relevant Tribunal. Payment under this subsection (d) shall be made within 30 days after the
date the Lender or the Administrative Agent makes a demand therefor.




          (e) Without prejudice to the survival of any other agreement of Borrower hereunder, the
agreements and obligations of Borrower contained in this Section shall survive the termination of
the Commitments and the payment in full of all the other Indebtedness.




     1.13. Payment Schedule and Maturity Date.



          1.13.1 Accrued and unpaid interest shall be due and payable commencing on May 15, 2010 and on
the 15th day of each succeeding month thereafter until all principal and accrued interest owning on
the Loan shall have been fully paid and satisfied.




          1.13.2 Commencing on the 15th day of the first calendar month
following the first
payment of rent by Skechers pursuant to the Lease and continuing on the 15th day of each
and every calendar month thereafter until the Loan has been repaid in full, Borrower shall make
principal payments in an amount derived assuming a thirty (30) year amortization and interest at
the rate of the greater of eight percent (8%) per annum or the rate then paid on ten (10) year
Treasury Notes, plus TWO HUNDRED AND FIFTY (250) basis points; provided, that on the Maturity Date
the entire principal balance of the Loan then unpaid and all accrued interest then unpaid shall be
finally due and payable. It is acknowledged and agreed that the interest rate set forth in this
Section 1.13.2 shall not be the interest rate under the Loan (which interest rate is set forth in
Section 1.7 above), but rather shall be used solely for the determination of the amount of
each principal payment to be made pursuant to this Section 1.13.2).




          1.13.3 Administrative Agent shall grant a request by Borrower to extend the Maturity Date of
the Loan to October 30, 2012 (the “Extended Maturity
Date”), upon and subject
to the following terms and conditions:




          (a) Basic Conditions. Unless otherwise agreed by Administrative Agent with
the consent of
all Lenders in writing:





          (i) Borrower shall request the extension, if at all, by written
notice to
Administrative Agent not more than one hundred twenty (120) days, and not less than sixty
(60) days, prior to the Maturity Date.




          (ii) At the time of the request, the construction of the Improvements shall have been
completed in accordance with the requirements of the Loan Documents, an unconditional
certificate of occupancy (or local equivalent) shall have been issued for the Improvements
by the applicable governmental authority with jurisdiction over the Property, and all
conditions to the final disbursement shall have been satisfied.




          (iii) At the time of the request, and at the time of the extension, there shall not
exist any default, nor any condition or state of facts which after notice and/or lapse of
time would constitute a Default under any Loan Document.




          (iv) Current Financial Statements regarding Borrower and TG Development (dated not
earlier than thirty (30) days prior to the request for extension) and all other financial
statements and other information as may be required under the Loan Documents regarding
Borrower, TG Development and the Property, shall have been submitted promptly to
Administrative Agent, and there shall not have occurred, in the opinion of Administrative
Agent, any material adverse change in the business or financial condition of Borrower or
any Guarantor or Skechers, or in the Property or in any other state of facts submitted to
Administrative Agent in connection with the Loan Documents, from that which existed on the
date of this Agreement.



PAGE 5









 






          (v) Whether or not the extension becomes effective, Borrower shall pay all
out-of-pocket costs and expenses incurred by Administrative Agent and Lenders in connection with
the proposed extension (pre- and post-closing), including, without limitation, appraisal
fees, environmental audit and reasonable legal fees; all such costs and expenses incurred
up to the time of Lenders’ written agreement to the extension shall be due and payable
prior to Lenders’ execution of that agreement (or if the proposed extension does not become
effective, then upon demand by Administrative Agent), and any future failure to pay such
amounts shall constitute a default under the Loan Documents.




          (vi) All applicable regulatory requirements, including appraisal requirements, shall
have been satisfied with respect to the extension.




          (vii) Not later than the Maturity Date, (A) the extension shall have been consented to
and documented to Administrative Agent and Lenders’ satisfaction by Borrower, each
Guarantor, Lenders, and all other parties deemed necessary by Administrative Agent (such as
any permitted subordinate lienholders); (B) Administrative Agent shall have been provided
with an updated title report and judgment and lien searches, and appropriate title
insurance endorsements shall have been issued as required by Administrative Agent; and (C)
Borrower shall have paid to Administrative Agent for the pro rata benefit of Lenders a
non-refundable extension fee in the amount of Twenty Five Thousand and No/100 Dollars
($25,000.00).




          (viii) At the time of such extension, the Property shall have a Loan to Value Ratio
(as hereinafter defined) of not greater than fifty-eight percent (58%), which Loan to Value
Ratio shall be calculated as follows: the outstanding principal balance and accrued but
unpaid interest on the Loan as of the date of the determination of the ratio shall be
divided by the appraised “As-Is” value of the Property. The appraised “As-Is” value
of the Property shall be based upon Administrative Agent’s existing appraisal of the
Property, or, at Administrative Agent’s election (in its sole discretion), an updated
appraisal, prepared by an appraiser acceptable to Administrative Agent at Borrower’s
expense, and satisfactory to Administrative Agent in all respects, as reviewed, adjusted
and approved by Administrative Agent. In the event this Loan to Value Ratio is not met,
Borrower may satisfy this Loan to Value Ratio prior to the extension date by either (A)
making a principal curtailment on the Loan in an amount sufficient to bring this Loan to
Value Ratio into compliance and/or (B) provide additional collateral acceptable to
Administrative Agent, which shall have value (as determined by Administrative Agent) which
when added to the Property value is sufficient to satisfy this Loan to Value Ratio.




          (ix) At the time of such extension, Skechers shall have taken occupancy of the
Improvements and commenced to pay rent under the Lease




          (x) At the time of such extension, Borrower shall satisfy a Debt Service Coverage
Ratio (as hereinafter defined) as determined by Administrative Agent for the preceding
twelve (12) month period of at least 1.40 to 1.00, which Debt Service Coverage Ratio shall
be calculated by dividing the cash flow for the preceding twelve (12) month period (the
“Determination Period”) by the amount of the debt service payments in the amount
calculated assuming a thirty (30) year amortization and interest at the rate of the greater
of eight percent (8%) per annum or the rate then paid on ten (10) year Treasury Notes, plus
TWO HUNDRED AND FIFTY (250) basis points. For the purposes hereof, “cash flow”
shall be defined as net income of Borrower after provision for approved operating expenses
and state and federal income taxes, increased by the amount of depreciation, amortization
and other non-cash charges, if any. In the event that Skechers has not been in possession
of the Improvements and paying rent during the entirety of the Determination Period, then
the following shall apply: (a) cash flow for that period of time during the Determination
Period during which Skechers has been paying rent shall be annualized (e.g., if one month,
then such cash flow shall be multiplied by 12, if three months, then such cash flow shall
be multiplied by 4, etc.); and (b) any and all expenses which may not occur on a monthly
basis (e.g., payment of real estate taxes and insurance premiums) shall also be annualized.


If all of the foregoing conditions are not satisfied strictly in accordance with their terms, the
extension shall not be or become effective.








PAGE 6









 









          (b) No Changes in Loan Terms. All terms and conditions of the Loan
Documents shall
continue to apply to the extended term except that the Maturity Date shall mean the Extended
Maturity Date.




     1.14. Certain Provisions Regarding Payments. All payments made as scheduled on the
Loan shall be applied, to the extent thereof, to late charges, to accrued but unpaid interest,
unpaid principal, and any other sums due and unpaid to Administrative Agent under the Loan
Documents, in such manner and order as Administrative Agent may elect in its sole discretion. All
permitted prepayments on the Loan shall be applied, to the extent thereof, to accrued but unpaid
interest on the amount prepaid, to the remaining principal installments, and any other sums due and
unpaid to Administrative Agent under the Loan Documents, in such manner and order as Administrative
Agent may elect in its sole discretion, including but not limited to application to principal
installments in inverse order of maturity. Except to the extent that specific provisions are set
forth in this Agreement or another Loan Document with respect to application of payments, all
payments received by Administrative Agent shall be applied, to the extent thereof, to the
indebtedness secured by the Mortgage in such manner and order as Administrative Agent may elect in
its sole discretion, any instructions from Borrower or anyone else to the contrary notwithstanding.
Remittances in payment of any part of the indebtedness other than in the required amount in
immediately available U.S. funds shall not, regardless of any receipt or credit issued therefor,
constitute payment until the required amount is actually received by Administrative Agent in
immediately available U.S. funds and shall be made without offset, demand, counterclaim, deduction,
or recoupment (each of which is hereby waived) and accepted subject to the condition that any check
or draft may be handled for collection in accordance with the practice of the collecting bank or
banks. Acceptance by the Administrative Agent of any payment in an amount less than the amount then
due on any indebtedness shall be deemed an acceptance on account only, notwithstanding any notation
on or accompanying such partial payment to the contrary, and shall not in any way excuse the
existence of a Default. Payments received after 2:00 p.m. shall be deemed to be received on, and
shall be posted as of, the following Business Day. Whenever any payment under this Agreement or any
other Loan Document falls due on a day which is not a Business Day, such payment may be made on the
next succeeding Business Day.



     1.15. Advances and Payments.



          (a) Following receipt of a Draw Request, Administrative Agent shall promptly provide each
Lender with a copy of the Draw Request Form in the form of Exhibit “F-1”, the related AIA
Document G-702 and G-703, the related written certification by Borrower’s Architect and if
available the related written certification of the Construction Consultant. Administrative Agent
shall notify each Lender telephonically (with confirmation by facsimile or electronic mail), by
facsimile (with confirmation by telephone or electronic mail) or by electronic mail (with
confirmation by telephone or facsimile) not later than 1:00 p.m. Administrative Agent’s Time two
(2) Business Days prior to the advance Funding Date for LIBOR Rate Principal advances, and one (1)
Business Day prior to the advance Funding Date for all other advances, of its Pro Rata Share of
the amount Administrative Agent has determined shall be advanced in connection therewith
(“Advance Amount”). In the case of an advance of the Loan, each Lender shall make the
funds for its Pro Rata Share of the Advance Amount available to Administrative Agent not later
than 11:00 a.m. Administrative Agent’s Time on the Funding Date thereof. After Administrative
Agent’s receipt of the Advance Amount from Lenders, Administrative Agent shall make proceeds of
the Loan in an amount equal to the Advance Amount (or, if less, such portion of the Advance Amount
that shall have been paid to Administrative Agent by Lenders in accordance with the terms hereof)
available to Borrower on the applicable Funding Date by advancing such funds to Borrower in
accordance with the provisions of Exhibit “F”.




          (b) All payments by Borrower shall be made without condition or deduction for any
counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all
payments by Borrower hereunder shall be made to Administrative Agent not later than 12:00 p.m.
(Administrative Agent’s Time) on the date specified herein. Administrative Agent shall distribute
to each Lender such funds as such Lender may be entitled to receive hereunder (i) on or before
3:00 p.m. (Administrative Agent’s Time) on the day Administrative Agent receives such funds, if
Administrative Agent has received such funds on or before 12:00 p.m. (Administrative Agent’s
Time), or (ii) on or before 12:00 p.m. (Administrative Agent’s Time) on the Business Day following
the day Administrative Agent receives such funds, if Administrative Agent receives such funds
after 12:00 p.m. (Administrative Agent’s Time). If Administrative Agent fails to timely pay any
amount to any Lender in accordance with this subsection, Administrative Agent shall pay to such
Lender interest at the Federal Funds Rate on such amount, for each day from the day such amount
was to be paid until it is paid to such Lender (any such interest paid shall not be chargeable to
Borrower).




PAGE 7









 








          (c) Except as otherwise provided herein, all payments by Borrower or any Lender shall be made
to Administrative Agent at Administrative Agent’s Office not later than the time for such type of
payment specified in this Agreement. All payments received after such time shall be deemed received
on the next succeeding Business Day. All payments shall be made in immediately available funds in
lawful money of the United States of America.




          (d) Upon satisfaction of any applicable terms and conditions set forth herein, Administrative
Agent shall promptly make any amounts received in accordance with the prior subsection available in
like funds received as follows: (i) if payable to Borrower, in accordance with Exhibit “F”,
except as otherwise specified herein, and (ii) if payable to any Lender, by wire transfer to such
Lender at the address specified in the Schedule of Lenders.




          (e) Except as otherwise provided in Exhibit “K” with respect to Borrower reimbursing
drawings under Letters of Credit, unless Borrower or any Lender has notified Administrative Agent,
prior to the date any payment is required to be made by it to Administrative Agent, that Borrower
or such Lender, as the case may be, will not make such payment, Administrative Agent may assume
that Borrower or such Lender, as the case may be, has timely made such payment and may (but shall
not be required to do so) in reliance thereon, make available a corresponding amount to the person
or entity entitled thereto. If and to the extent that such payment was not in fact made to
Administrative Agent in immediately available funds, then:





          (i) if Borrower failed to make such payment, each Lender shall forthwith on
demand repay to Administrative Agent the portion of such assumed payment that was made
available to such Lender in immediately available funds, together with interest thereon in
respect of each day from and including the date such amount was made available by
Administrative Agent to such Lender to the date such amount is repaid to Administrative
Agent in immediately available funds at the Federal Funds Rate from time to time in
effect; and




          (ii) if any Lender failed to make such payment, such Lender or, if
applicable,
Electing Lender or Lenders shall forthwith on demand pay to Administrative Agent the amount
thereof in immediately available funds, together with interest thereon for the period from
the date such amount was made available by Administrative Agent to Borrower to the date
such amount is recovered by Administrative Agent (the “Compensation Period”) at a
rate per annum equal to the interest rate applicable to such amount under the Loan. If such
Lender pays such amount to Administrative Agent, then such amount shall constitute such
Lender’s Pro Rata Share, included in the applicable Loan advance. If such Lender does not
pay such amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent
may make a demand therefor upon Borrower, and the Borrower shall pay such amount to
Administrative Agent, together with interest thereon for the Compensation Period at a rate
per annum equal to the non-default rate of interest applicable to such amount under the
Loan. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill
its Commitment or to prejudice any rights which Administrative Agent or Borrower may have
against any Lender as a result of any default by such Lender hereunder.



     A notice of the Administrative Agent to any Lender or to Borrower with respect to any amount
owing under this subsection shall be conclusive, absent manifest error.



          (f) If any Lender makes available to the Administrative Agent funds for any Loan advance to
be made by such Lender as provided in the foregoing provisions of this Section, and the funds are
not advanced to Borrower or otherwise used to satisfy any Obligations of such Lender hereunder,
the Administrative Agent shall return such funds (in like funds as received from such Lender) to
such Lender, without interest.




          (g) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan
advance in any particular place or manner or to constitute a representation by any Lender that it
has obtained or will obtain the funds for any Loan advance in any particular place or manner.




          (h) Conditions to Initial Advance of Loan Proceeds. The following are conditions
precedent to Administrative Agent and Lenders’ obligation to make the Initial Advance of Loan
Proceeds to Borrower




PAGE 8









 







hereunder and are in addition to any other conditions for advances and for the Initial Advance of
Loan Proceeds set forth in this Agreement, including, but not limited to, those contained in
Exhibit F of this Agreement:





          (i) Permits. Borrower, Administrative Agent and Lenders acknowledge
that as of the
date hereof, Borrower has not yet obtained from the applicable governmental authorities
the permits that are required for the construction of the Improvements. Borrower agrees
that Administrative Agent and Lenders shall have no obligation to make an Initial Advance
of Loan Proceeds unless and until Borrower has obtained all permits required for the
construction of the Improvements and has provided true and correct copies of such valid
building permits for the Improvements, acceptable to the Administrative Agent in its sole
discretion, together with all other consents, licenses, permits and approvals necessary
for construction of the Improvements, all in assignable form (to the extent appropriate)
and in full force and effect.




          (ii) Relocation and/or Release of Utility Easements. Borrower, Administrative
Agent and Lenders acknowledge that the Property is currently encumbered by certain utility
easements (collectively, the “Utility Easements”) in favor of each of Southern
California Edison Company (as successor to Nevada-California Electric Corporation and
California Electric Power Company) (“SCE”) and the Eastern Municipal Water District
(the “EMWD”, and collectively with SCE, the “Grantees”) as more
specifically set forth in Preliminary Report NCS-413199A issued by the Title Company.
Borrower, Administrative Agent and each Lender also acknowledge that the Improvements are
intended to be constructed over portions of the Property that are subject to the Utility
Easements and that Borrower intends either to cause the Grantees to release the Utility
Easements or to relocate them so that once constructed the Improvements will not encroach
upon those portions of the Property encumbered by the Utility Easements or violate the
terms or conditions of the Utility Easements. Borrower agrees that Administrative Agent and
Lenders shall have no obligation to make an Initial Advance of Loan Proceeds hereunder
unless and until (i) the Utility Easements have been released by the Grantees or relocated
by the Grantees in a manner approved of by Administrative Agent in its sole and absolute
discretion; (ii) executed and recorded copies of all instruments effecting such release or
relocation (as applicable) have been provided to Administrative Agent; (iii) Borrower has
provided to Administrative Agent, at no cost to Administrative Agent, (a) an updated survey
of the Property reflecting the release or relocation of the Utility Easements and (b) such
endorsements to its policy of Title Insurance, required by, and acceptable to,
Administrative Agent in its sole discretion, including, but not limited to an unmodified
Form 103.3 endorsement and an endorsement reflecting the release of the Utility Easements
or the relocation of same in the manner approved by Administrative Agent.




          (iii) Recordation of Final Map. Borrower agrees that Administrative Agent and
Lenders shall have no obligation to make the Initial Advance of Loan Proceeds unless and
until (A) the Final Map, as such term is defined in the Section 6.24 of the Mortgage, is
approved by the City and recorded in the Official Records of Riverside County, California
and a copy of such recorded Final Map is provided to Administrative Agent; and (B)
Administrative Agent and Lenders are provided with the items specifically set forth in
Section 6.24 of the Mortgage.



     1.16. Administrative Agent Advances.



          (a) Administrative Agent is authorized, from time to time, in Administrative Agent’s sole
discretion to make, authorize or determine advances of the Loan, or otherwise expend funds, on
behalf of Lenders (“Administrative Agent Advances”), (i) to pay any costs, fees and
expenses as described in Section 6.10 herein, (ii) when the applicable conditions
precedent set forth in Exhibit “C” and Exhibit “F” have been satisfied to the
extent required by Administrative Agent, and (iii) when Administrative Agent deems necessary or
desirable to preserve or protect the Loan collateral or any portion thereof (including those with
respect to property taxes, insurance premiums, completion of construction, operation, management,
improvements, maintenance, repair, sale and disposition) (A) subject to Section 5.5, after
the occurrence of a Default, and (B) subject to Section 5.10, after acquisition of all or
a portion of the Loan collateral by foreclosure or otherwise.




          (b) Administrative Agent Advances shall constitute obligatory advances of Lenders under this
Agreement, shall be repayable on demand and secured by the Loan collateral, and if unpaid by
Lenders as set forth below shall bear interest at the rate applicable to such amount under the
Loan or if no longer applicable, at the





PAGE 9









 







Base Rate. Administrative Agent shall notify each Lender in writing of each Administrative Agent
Advance. Upon receipt of notice from Administrative Agent of its making of an Administrative Agent
Advance, each Lender shall make the amount of such Lender’s Pro Rata Share of the outstanding
principal amount of the Administrative Agent Advance available to Administrative Agent, in same day
funds, to such account of Administrative Agent as Administrative Agent may designate, (i) on or
before 3:00 p.m. (Administrative Agent’s Time) on the day Administrative Agent provides Lenders
with notice of the making of such Administrative Agent Advance if Administrative Agent provides
such notice on or before 12:00 p.m. (Administrative Agent’s Time), or (ii) on or before 12:00 p.m.
on the Business Day immediately following the day Administrative Agent provides Lenders with notice
of the making of such advance if Administrative Agent provides notice after 12:00 p.m.
(Administrative Agent’s Time).




     1.17. Defaulting Lender.



          1.17.1
Notice and Cure of Lender Default; Election Period: Electing Lenders.
Administrative Agent shall notify (such notice being referred to as the “Default Notice”)
Borrower (for Loan advances) and each non-Defaulting Lender if any Lender is a Defaulting Lender.
Each non-Defaulting Lender shall have the right, but in no event or under any circumstance the
obligation, to fund such Defaulting Lender Amount, provided that within twenty (20) days
after the date of the Default Notice (the “Election Period”), such non-Defaulting Lender
or Lenders (each such Lender, an “Electing Lender”) irrevocably commit(s) by notice in
writing (an “Election Notice”) to Administrative Agent, the other Lenders and Borrower to
fund the Defaulting Lender Amount and to assume the Defaulting Lender’s obligations with respect
to the advancing of the entire undisbursed portion of the Defaulting Lender’s principal
obligations under this Agreement (such entire undisbursed portion of the Defaulting Lender’s
principal obligations under this Agreement, including its portion of the Payment Amount that is
the subject of the default, is hereinafter referred to as the “Defaulting Lender
Obligation”). If Administrative Agent receives more than one Election Notice within the
Election Period, then the commitment to fund the Defaulting Lender Amount and the Defaulting
Lender Obligation shall be apportioned pro rata among the Electing Lenders in the proportion that
the amount of each such Electing Lender’s Commitment bears to the total Commitments of all
Electing Lenders. If the Defaulting Lender fails to pay the Defaulting Lender Payment Amount
within the Election Period, the Electing Lender or Lenders, as applicable, shall be automatically
obligated to fund the Defaulting Lender Amount and Defaulting Lender Obligation (and Defaulting
Lender shall no longer be entitled to fund such Defaulting Lender Amount and Defaulting Lender
Obligation) within three (3) Business Days following the expiration of the Election Period to
reimburse Administrative Agent or make payment to Borrower, as applicable. Notwithstanding
anything to the contrary contained herein, if Administrative Agent has funded the Defaulting
Lender Amount, Administrative Agent shall be entitled to reimbursement for its portion of the
Defaulting Lender Payment Amount pursuant to Section 5.11.




          1.17.2 Removal of Rights; Indemnity. Administrative Agent shall not be obligated to
transfer to a Defaulting Lender any payments made by or on behalf of Borrower to Administrative
Agent for the Defaulting Lender’s benefit; nor shall a Defaulting Lender be entitled to the
sharing of any payments hereunder or under any Note until all Defaulting Lender Payment Amounts
are paid in full. Amounts payable to a Defaulting Lender shall be paid by Administrative Agent to
reimburse Administrative Agent and any Electing Lender pro rata for all Defaulting Lender Payment
Amounts. Solely for the purposes of voting or consenting to matters with respect to the Loan
Documents, a Defaulting Lender shall be deemed not to be a “Lender” and such Defaulting Lender’s
Commitment shall be deemed to be zero. A Defaulting Lender shall have no right to participate in
any discussions among and/or decisions by Lenders hereunder and/or under the other Loan Documents.
Further, any Defaulting Lender shall be bound by any amendment to, or waiver of, any provision of,
or any action taken or omitted to be taken by Administrative Agent and/or the non-Defaulting
Lenders under, any Loan Document which is made subsequent to the Defaulting Lender’s becoming a
Defaulting Lender. This Section shall remain effective with respect to a Defaulting Lender until
such time as the Defaulting Lender shall no longer be in default of any of its obligations under
this Agreement by curing such default by payment of all Defaulting Lender Payment Amounts (i)
within the Election Period, or (ii) after the Election Period with the consent of the
non-Defaulting Lenders. Such Defaulting Lender nonetheless shall be bound by any amendment to or
waiver of any provision of, or any action taken or omitted to be taken by Administrative Agent
and/or the non-Defaulting Lenders under any Loan Document which is made subsequent to that
Lender’s becoming a Defaulting Lender and prior to such cure or waiver. The operation of this
subsection or the subsection above alone shall not be construed to increase or otherwise affect
the Commitment of any non-Defaulting Lender, or relieve or excuse the performance by Borrower of
their duties and





PAGE 10









 







obligations hereunder or under any of the other Loan Documents. Furthermore, nothing contained in
this Section shall release or in any way limit a Defaulting Lender’s obligations as a Lender
hereunder and/or under any other of the Loan Documents. Further, a Defaulting Lender shall
indemnify and hold harmless Administrative Agent and each of the non-Defaulting Lenders from any
claim, loss, or costs incurred by Administrative Agent and/or the non-Defaulting Lenders as a
result of a Defaulting Lender’s failure to comply with the requirements of this Agreement,
including, without limitation, any and all additional losses, damages, costs and expenses
(including, without limitation, attorneys’ fees) incurred by Administrative Agent and any
non-Defaulting Lender as a result of and/or in connection with (i) a non-Defaulting Lender’s acting
as an Electing Lender, (ii) any enforcement action brought by Administrative Agent against a
Defaulting Lender, and (iii) any action brought against Administrative Agent and/or Lenders. The
indemnification provided above shall survive any termination of this Agreement.




          1.17.3 Commitment Adjustments. In connection with the adjustment of the amounts of
the Loan Commitments of the Defaulting Lender and Electing Lender(s) upon the expiration of the
Election Period as aforesaid, Borrower, Administrative Agent and Lenders shall execute such
modifications to the Loan Documents as shall, in the reasonable judgment of Administrative Agent,
be necessary or desirable in connection with the adjustment of the amounts of Commitments in
accordance with the foregoing provisions of this Section. For the purpose of voting or consenting
to matters with respect to the Loan Documents such modifications shall also reflect the removal of
voting rights of the Defaulting Lender and increase in voting rights of Electing Lenders to the
extent an Electing Lender has funded the Defaulting Lender Amount and assumed the Defaulting
Lender Obligation. In connection with such adjustments, Defaulting Lenders shall execute and
deliver an Assignment and Assumption covering that Lender’s Commitment and otherwise comply with
Section 6.5. If a Lender refuses to execute and deliver such Assignment and Assumption or
otherwise comply with Section 6.5, such Lender hereby appoints Administrative Agent to do
so on such Lender’s behalf. Administrative Agent shall distribute an amended Schedule of Lenders,
which shall thereafter be incorporated into this Agreement, to reflect such adjustments. However,
all such Defaulting Lender Amounts and Defaulting Lender Obligation funded by Administrative Agent
or Electing Lenders shall continue to be Defaulting Lender Amounts of the Defaulting Lender
pursuant to its obligations under this Agreement.




          1.17.4 No Election. In the event that no Lender elects to commit to fund the
Defaulting Lender Amount and Defaulting Lender Obligations within the Election Period,
Administrative Agent shall, upon the expiration of the Election Period, so notify Borrower and
each Lender.




     1.18.
Several Obligations; No Liability, No Release. Notwithstanding that certain of
the Loan Documents now or hereafter may have been or will be executed only by or in favor of
Administrative Agent in its capacity as such, and not by or in favor of Lenders, any and all
obligations on the part of Administrative Agent (if any) to make any advances of the Loan or
reimbursements for other Payment Amounts shall constitute the several (and not joint) obligations
of the respective Lenders on a ratable basis, according to their respective Pro Rata Shares.
Except as may be specifically provided in this Agreement, no Lender shall have any liability for
the acts of any other Lender. No Lender shall be responsible to Borrower or any other person for
any failure by any other Lender to fulfill its obligations to make advances of the Loan or
reimbursements for other Payment Amounts, nor to take any other action on its behalf hereunder or
in connection with the financing contemplated herein. The failure of any Lender to pay to
Administrative Agent its Pro Rata Share of a Payment Amount shall not relieve any other Lender of
any obligation hereunder to pay to Administrative Agent its Pro Rata Share of such Payment Amounts
as and when required herein, but no Lender shall be responsible for the failure of any other
Lender to so fund its Pro Rata Share of the Payment Amount. In furtherance of the foregoing,
Lenders shall comply with their obligation to pay Administrative Agent their Pro Rata Share of
such Payment Amounts regardless of (i) the occurrence of any Default hereunder or under any Loan
Document; (ii) any failure of consideration, absence of consideration, misrepresentation, fraud,
or any other event, failure, deficiency, breach or irregularity of any nature whatsoever in the
Loan Documents; or (iii) any bankruptcy, insolvency or other like event with regard to Borrower or
any Guarantor. The obligation of Lenders to pay to such Payment Amounts are in all regards
independent of any claims between Administrative Agent and any Lender.



     1.19. Replacement of Lenders. If any Lender is a Defaulting Lender, Borrower may,
upon notice to such Lender and the Administrative Agent, replace such Lender by causing such
Lender to assign its Commitment with the payment of any assignment fee by the replaced Lender to
one or more other lenders or Eligible Assignees



PAGE 11









 




acceptable
to Borrower, the Administrative Agent and the L/C Issuer. Borrower shall or shall cause
the replacement lender to (subject to the provisions of Section 1.14 through 1.15 providing
for payment of all Defaulting Lender Payment Amounts to Administrative Agent and/or Electing
Lenders, as applicable, prior to payment of amounts due to a Defaulting Lender), (x) pay in full
all principal, interest, fees and other amounts owing to such Lender through the date of
replacement, (y) provide appropriate assurances and indemnities (which may include letters of
credit) as such Lender may reasonably require with respect to such replaced Lender’s obligation to
fund its participation interest in any Letters of Credit then outstanding and (z) provide a release
of such Lender from its obligations under the Loan Documents. Any Lender being replaced shall
execute and deliver an Assignment and Assumption covering that Lender’s Commitment and otherwise
comply with Section 6.5. If a Lender being replaced refuses to execute and deliver such
Assignment and Assumption or otherwise comply with Section 6.5, such Lender hereby appoints
Administrative Agent to do so on such Lender’s behalf. Administrative Agent shall distribute an
amended Schedule of Lenders, which shall thereafter be incorporated into this Agreement, to reflect
adjustments to Lenders and their Commitments.




ARTICLE 2 — ADDITIONAL COVENANTS AND AGREEMENTS




     2.1. Construction of the Improvements. Borrower shall commence construction of the
Improvements on or before the Construction Commencement Date, and shall prosecute the construction
of the Improvements with diligence and continuity, in a good and workmanlike manner, and in
accordance with sound building and engineering practices, all applicable Laws and governmental
requirements, the Plans and the Loan Documents. Borrower shall not permit cessation of work for a
period in excess of ten (10) consecutive days, except for Excusable Delays. Borrower shall
complete construction of the Improvements free and clear of all liens (except liens created by the
Loan Documents), and shall obtain a certificate of occupancy and all other permits, licenses and
approvals from all applicable governmental authorities required for the occupancy, use and
operation of the Improvements, in each case satisfactory to Administrative Agent, on or before the
Completion Date. Borrower shall promptly after receiving knowledge of same, correct (a) any
material defect in the Improvements, (b) any material departure from the Plans, Law or
governmental requirements, or (c) any encroachment by any Improvements or structure on any
building setback line, easement, property line or restricted area.



     2.2. Plans and Changes. No construction shall be undertaken on the Land except as
shown in the Plans. Borrower assumes full responsibility for the compliance of the Plans and the
Property with all Laws, governmental requirements and sound building and engineering practices. No
plans or specifications, or any changes thereto, shall be included as part of the Plans until
approved by Administrative Agent, Construction Consultant, all applicable governmental
authorities, and all other parties required under the Loan Documents. Without Administrative
Agent’s prior written consent, Borrower shall not change or modify the Plans, agree to any change
order, or allow any extras to any contractor or any subcontractor, except that Borrower may make
Permitted Changes without such consent if: (a) Borrower notifies Administrative Agent in writing
of the change or extra with appropriate supporting documentation and information; (b) Borrower
obtains the approval of the applicable contractor, Borrower’s architect and all sureties; (c) the
structural integrity, quality and standard of workmanship of the Improvements is not impaired by
such change or extra; (d) no substantial change in architectural appearance is effected by such
change or extra; (e) no default in any obligation to any person or violation of any Law or
governmental requirement would result from such change or extra; (f) Borrower complies with
Section 1.5 of this Agreement to cover any excess cost resulting from the change or extra;
and (g) completion of the Improvements by the Completion Date will not be affected. Administrative
Agent shall not be obligated to review a proposed change unless it has received all documents
necessary to review such change, including the change order, cost estimates, plans and
specifications, and evidence that all required approvals other than that of Administrative Agent
have been obtained.



     2.3. Contracts. Without Administrative Agent’s prior written approval as to parties,
terms, and all other matters, Borrower shall not (a) enter into any Material Contract for the
performance of any work or the supplying of any labor, materials or services for the design or
construction of the Improvements, (b) enter into any management, leasing, maintenance or other
contract pertaining to the Property not described in clause (a) that is not unconditionally
terminable by Borrower or any successor owner without penalty or payment on not more than thirty
(30) days notice to the other party thereunder, or (c) modify, amend, or terminate any such
contracts. Administrative Agent hereby approves of the Development Management Services Agreement
dated January 30, 2010 entered into by HF Logistics-SKX, LLC, a Delaware limited liability company
and HFC Holdings, LLC, a Delaware limited liability company [as assigned by HF Logistics-SKX, LLC
to Borrower?]. All such contracts shall



PAGE 12









 




provide that all rights and liens of the applicable contractor, architect, engineer, supplier,
surveyor or other party and any right to remove removable Improvements are subordinate to Lender’s
rights and liens, shall require all subcontracts and purchase orders to contain a provision
subordinating the subcontractors’ and mechanics’ and materialmen’s liens and any right to remove
removable Improvements to Lender’s rights and liens, and shall provide that no change order shall
be effective without the prior written consent of Administrative Agent, except for change orders
which implement Permitted Changes. Borrower shall not default under any contract, Borrower shall
not permit any contract to terminate by reason of any failure of Borrower to perform thereunder,
and Borrower shall promptly notify Administrative Agent of any default thereunder. Borrower will
deliver to Administrative Agent, upon request of Administrative Agent, the names and addresses of
all persons or entities with whom each contractor has contracted for the construction of the
Improvements or for the furnishing of labor or materials therefor.




     2.4. Assignment of Contracts and Plans. As additional security for the Obligations,
Borrower hereby transfers and assigns to Administrative Agent for the ratable benefit of
Administrative Agent and Lenders and grants a security interest in all of Borrower’s right, title
and interest, but not its liability, in, under, and to all construction, architectural and design
contracts, and the Plans, and agrees that all of the same are covered by the security agreement
provisions of the Mortgage. Borrower agrees to deliver to Administrative Agent from time to time
upon Administrative Agent’s request such consents to the foregoing assignment from parties
contracting with Borrower as Administrative Agent may require. Neither this assignment nor any
action by Administrative Agent or Lenders shall constitute an assumption by Administrative Agent or
Lenders of any obligation under any such contract or with respect to the Plans, Borrower hereby
agrees to perform all of its obligations under any such contract, and Borrower shall continue to be
liable for all obligations of Borrower with respect thereto. Administrative Agent shall have the
right at any time (but shall have no obligation) to take in its name or in the name of Borrower
such action as Administrative Agent may determine to be necessary to cure any default under any
such contract or with respect to the Plans or to protect the rights of Borrower, Administrative
Agent or Lenders with respect thereto. Borrower irrevocably constitutes and appoints Administrative
Agent as Borrower’s attorney-in-fact, which power of attorney is coupled with an interest and
irrevocable, after a Default by Borrower under this Agreement to enforce in Borrower’s name or in
Administrative Agent’s and Lender’s name all rights of Borrower under any such contract or with
respect to the Plans. Administrative Agent shall incur no liability if any action so taken by it or
on its behalf shall prove to be inadequate or invalid. Borrower indemnifies and holds
Administrative Agent and Lenders harmless against and from any loss, cost, liability or expense
(including, but not limited to, consultants’ fees and expenses and attorneys’ fees and expenses)
incurred in connection with Borrower’s failure to perform such contracts or any action taken by
Administrative Agent or Lenders. Administrative Agent may use the Plans for any purpose relating to
the Improvements. Borrower represents and warrants to Administrative Agent and Lenders that the
copy of any contract furnished or to be furnished to Administrative Agent is and shall be a true
and complete copy thereof, that the copies of the Plans delivered to Administrative Agent are and
shall be true and complete copies of the Plans, that there have been no modifications thereof which
are not fully set forth in the copies delivered, and that Borrower’s interest therein is not
subject to any claim, setoff, or encumbrance.



     2.5. Storage of Materials. Borrower shall cause all materials supplied for or
intended to be utilized in the construction of the Improvements, but not yet affixed to or
incorporated into the Improvements or the Land, to be stored on the Land or at such other site as
Administrative Agent may approve, in each case with adequate safeguards to prevent loss, theft,
damage or commingling with materials for other projects. Borrower shall not purchase or order
materials for delivery more than sixty (60) days prior to the scheduled incorporation of such
materials into the Improvements without the prior approval of Administrative Agent, which will not
be unreasonably withheld (and in that regard, Administrative Agent shall give due consideration to
expected “lead times” for any such orders and potential cost savings resulting from early ordering
of materials).



     2.6. Construction Consultant. Administrative Agent may retain the services of a
Construction Consultant, whose duties may include, among others, reviewing the Plans and any
proposed changes to the Plans, performing construction cost analyses, observing work in place and
reviewing Draw Requests. The duties of Construction Consultant run solely to Administrative Agent
for the ratable benefit of Lenders, and Construction Consultant shall have no obligations or
responsibilities whatsoever to Borrower, Borrower’s architect, engineer, contractor or any of
their agents or employees. Unless prohibited by applicable Law, all fees, costs, and expenses of
Construction Consultant shall be paid by Borrower. Borrower shall cooperate with Construction
Consultant and will furnish to Construction Consultant such information and other material as
Construction Consultant considers necessary or useful in performing its duties.



PAGE 13









 





     2.7. Inspection. Administrative Agent and its agents, including Construction
Consultant, may enter upon the Property to inspect the Property, the Project and any materials at
any reasonable time, upon reasonable advance notice, unless Administrative Agent deems such
inspection is of an emergency nature, in which event Borrower shall provide Administrative Agent
with immediate access to the Property. Borrower will furnish to Administrative Agent and its
agents, including Construction Consultant, for inspection and copying, all Plans, shop drawings,
specifications, books and records, and other documents and information that Administrative Agent
may request from time to time.



     2.8. Notice to Lenders. Borrower shall promptly within five (5) days after Borrower
receives knowledge of the occurrence of any of the following events, notify each Lender in writing
thereof, specifying in each case the action Borrower has taken or will take with respect thereto:
(a) any violation of any Law or governmental requirement; (b) any litigation, arbitration or
governmental investigation or proceeding instituted or threatened against Borrower or any
Guarantor or the Property, and any material development therein; (c) any actual or threatened
condemnation of any portion of the Property, any negotiations with respect to any such taking, or
any loss of or substantial damage to the Property; (d) any labor controversy pending or threatened
against Borrower or any contractor, and any material development in any labor controversy; (e) any
notice received by Borrower with respect to the cancellation, alteration or non-renewal of any
insurance coverage maintained with respect to the Property; (f) any failure by Borrower or any
contractor, subcontractor or supplier to perform any material obligation under any construction
contract, any event or condition which would permit termination of a construction contract or
suspension of work thereunder, or any notice given by Borrower or any contractor with respect to
any of the foregoing; (g) any lien filed against the Property or any stop notice served on
Borrower in connection with construction of the Improvements; or (h) any required permit, license,
certificate or approval with respect to the Property lapses or ceases to be in full force and
effect.



     2.9. Financial Statements. Borrower shall deliver to Administrative Agent with
sufficient copies for each Lender the Financial Statements and other statements and information at
the times and for the periods described in (a) Exhibit “B” and (b) any other Loan
Document, and Borrower shall deliver to Administrative Agent with sufficient copies for each
Lender from time to time such additional financial statements and information as Administrative
Agent may at any time request. Borrower will make all of its books, records and accounts available
to Administrative Agent and its representatives at the Property upon request and will permit them
to review and copy the same. Borrower shall promptly notify Administrative Agent of any event or
condition that could reasonably be expected to have a Material Adverse Effect in the financial
condition of Borrower and, if known by Borrower, any Guarantor, or in the construction progress of
the Improvements. Administrative Agent shall provide a copy of such Financial Statements to each
Lender upon receipt.



     2.10. Other Information. Borrower shall furnish to Administrative Agent from time to
time upon Administrative Agent’s request to the extent in Borrower’s possession or under
Borrower’s control (i) copies of any or all subcontracts entered into by contractors or
subcontractors and the names and addresses of all persons or entities with whom Borrower or any
contractor has contracted for the construction of the Improvements or the furnishing of labor or
materials in connection therewith; (ii) copies of any or all contracts, bills of sale, statements,
receipts or other documents under which Borrower claims title to any materials, fixtures or
articles of personal property incorporated or to be incorporated into the Improvements or subject
to the lien of the Mortgage; (iii) a list of all unpaid bills for labor and materials with respect
to construction of the Improvements and copies of all invoices therefor; (iv) budgets of Borrower
and revisions thereof showing the estimated costs and expenses to be incurred in connection with
the completion of construction of the Improvements; (v) current or updated detailed Project
schedules or construction schedules; and (vi) such other information relating to Borrower,
Guarantors, the Improvements, the Property, or any indemnitor or other person or party connected
with Borrower, the Loan, the construction of the Improvements or any security for the Loan.



     2.11. Reports and Testing. Borrower shall (a) promptly deliver to Administrative
Agent copies of all reports, studies, inspections and tests made on the Land, the Improvements or
any materials to be incorporated into the Improvements; and (b) make such additional tests on the
Land, the Improvements or any materials to be incorporated into the Improvements as Administrative
Agent reasonably requires. Borrower shall immediately notify Administrative Agent of any report,
study, inspection or test that indicates any adverse condition relating to the Land, the
Improvements or any such materials.



PAGE 14









 





     2.12. Advertising by Lenders. At Administrative Agent’s request and at Borrower’s
expense, Borrower shall erect and maintain on the Property one or more advertising signs approved
by Administrative Agent indicating that the construction financing for the Property has been
provided by Lenders.



     2.13. Appraisal. Administrative Agent may obtain from time to time, an appraisal of
all or any part of the Property prepared in accordance with written instructions from
Administrative Agent by a third-party appraiser engaged directly by Administrative Agent. Each such
appraiser and appraisal shall be satisfactory to Administrative Agent (including satisfaction of
applicable regulatory requirements). The cost of any such appraisal shall be borne by Borrower if
such appraisal is the first appraisal in any calendar year and in all events if Administrative
Agent obtains such appraisal after the occurrence of a Default, and such cost is due and payable by
Borrower on demand and shall be secured by the Loan Documents. Administrative Agent shall provide a
copy of such Appraisal to each Lender upon receipt, and to Borrower subject to Borrower’s payment
for such Appraisal and delivery to Administrative Agent of a release and indemnity as to the
matters stated therein on Administrative Agent’s standard form
document.



     2.14. Payment of Withholding Taxes. Borrower shall not use, or knowingly permit any
contractor or subcontractor to use, any portion of the proceeds of any Loan advance to pay the
wages of employees unless a portion of the proceeds or other funds are also used to make timely
payment to or deposit with (a) the United States of all amounts of tax required to be deducted and
withheld with respect to such wages under the Code, and (b) any state and/or local Tribunal or
agency having jurisdiction of all amounts of tax required to be deducted and withheld with respect
to such wages under any applicable state and/or local Laws.



     2.15 ERISA and Prohibited Transaction Taxes. As of the date hereof and throughout the
term of this Loan Agreement, (a) Borrower is not and will not be (i) an “employee benefit plan,”
as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”): or (ii) a “plan” within the meaning of Section 4975(e) of the Internal Revenue
Code of 1986, as amended from time to time (the “Code”); (b) the assets of Borrower do not and
will not constitute “plan assets” within the meaning of the United States Department of Labor
Regulations set forth in 29 C.F.R. §2510.3-101; (c) Borrower is not and will not be a
“governmental plan” within the meaning of Section 3(32) of ERISA; (d) transactions by or with
Borrower are not and will not be subject to state statutes applicable to Borrower regulating
investments of fiduciaries with respect to governmental plans; and (e) Borrower shall not engage
in any transaction which would cause any obligation, or action taken or to be taken, hereunder (or
the exercise by Administrative Agent of any of Lender’s rights under this Agreement, any Note or
the other Loan Documents) to be a non-exempt (under a statutory or administrative class exemption)
prohibited transaction under ERISA or Section 4975 of the Code. Borrower further agrees to deliver
to Administrative Agent such certifications or other evidence of compliance with the provisions of
this Section 2.15 as Administrative Agent may from time to time request.



     2.16 Certificate of Deposit. As additional security for the Obligations and a
condition for the closing of the Loan, pursuant to the terms and provisions of a separate
assignment agreement, Borrower has transferred and assigned to Administrative Agent for the
ratable benefit of Administrative Agent and Lenders and grants a security interest in all of
Borrower’s right, title and interest, in and to a certificate of deposit (the “Certificate of
Deposit”) in the amount of FIVE MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS
($5,500,000.00) issued by Administrative Agent in the name of Borrower.



     2.17 TG Development Net Worth Requirement. Until all of the Obligations are paid in
full, Borrower shall cause TG Development to maintain a minimum book net worth, as determined by
the generally accepted accounting principles, of ONE HUNDRED AND FIFTY MILLION AND NO/100 DOLLARS
($150,000,000.00). It is acknowledged that a component of TG Development’s book net worth is
derived from its indirect ownership, through one or more subsidiaries, of certain unsold
residential condominium inventory (the “Condominium Inventory”). In connection with its
testing of TG Development’s book net worth, Administrative Agent, in its sole discretion, shall
have the right to obtain updated appraisals of the Condominium Inventory prepared by appraisers
selected by Administrative Agent (at Borrower’s expense with respect to one such appraisal each
year, or for all such appraisals if a Default should occur). Further Borrower covenants and agrees
that TG Development shall not (a) incur contingent liability in an aggregate amount exceeding
TWENTY FIVE MILLION AND NO/100 DOLLARS ($25,000,000.00) other than the Loan without the prior
written consent of Lender which consent Lender may withhold in its sole and absolute discretion;
provided, however, that any guaranties of liabilities of subsidiaries of



PAGE 15









 




TG Development which are taken into account when computing the book net worth (by reductions to
book net worth in amounts equal to the amount of such guarantied liabilities), as provided above,
shall be permitted and shall be excluded from the aforesaid limit on contingent liabilities;
provided further that there shall be no restriction on contingent liability incurred by TG
Development in connection with any loan made for the acquisition or development of income
producing commercial real estate; and (b) transfer any of its assets without the prior written
consent of Lender in its sole and absolute discretion, except (i) in the ordinary course of
business for fair value; or (ii) to any unrelated third party for fair and reasonably equivalent
value; or (iii) to an entity that is wholly owned (directly or indirectly) by TG Development.




ARTICLE 3 — REPRESENTATIONS AND WARRANTIES




     To induce Lenders to make the Loan, Borrower hereby represents and warrants to Administrative
Agent and Lenders that except as otherwise disclosed to Administrative Agent in writing (a)
Borrower has complied with any and all Laws and regulations concerning its organization, existence
and the transaction of its business, and has the right and power to own the Property and to develop
the Improvements as contemplated in this Agreement and the other Loan Documents; (b) Borrower is
authorized to execute, deliver and perform all of its obligations under the Loan Documents; (c) the
Loan Documents are valid and binding obligations of Borrower; (d) Borrower is not in violation of
any Law, regulation or ordinance, or any order of any court or Tribunal, and no provision of the
Loan Documents violates any applicable Law, any covenants or restrictions affecting the Property,
any order of any court or Tribunal or any contract or agreement binding on Borrower or the
Property; (e) to the extent required by applicable Law, Borrower and Guarantors have filed all
necessary tax returns and reports and have paid all taxes and governmental charges thereby shown to
be owing; (f) the Plans are complete in all material respects, contain all necessary detail and are
adequate for construction of the Improvements, are satisfactory to Borrower, have been approved by
all applicable governmental authorities, have been accepted by each contractor which has entered
into a contract relating to construction of the Improvements, and comply with the Loan Documents
and all applicable Laws, restrictive covenants, and governmental requirements, rules, and
regulations; (g) the Land is not included under any unity of title or similar covenant with other
lands not encumbered by the Mortgage, and constitutes a separate tax lot or lots with a separate
tax assessment or assessments for the Land and Improvements, independent of those for any other
lands or improvements; (h) the Land and Improvements comply with all Laws and governmental
requirements, including all subdivision and platting requirements, without reliance on any
adjoining or neighboring property; (i) the Plans do, and the Improvements when constructed will,
comply with all legal requirements regarding access and facilities for handicapped or disabled
persons; (j) Borrower has not directly or indirectly conveyed, assigned or otherwise disposed of or
transferred (or agreed to do so) any development rights, air rights or other similar rights,
privileges or attributes with respect to the Property, including those arising under any zoning or
land use ordinance or other Law or governmental requirement; (k) in Borrower’s reasonable opinion,
the construction schedule for the Project is realistic and the Completion Date is a reasonable
estimate of the time required to complete the Project; (1) the Financial Statements delivered to
Administrative Agent are true, correct, and complete in all material respects, and there has been
no event or condition that could reasonably be expected to have a Material Adverse Effect on
Borrower’s or any of the Guarantors’ financial condition from the financial condition of Borrower
or Guarantors (as the case may be) indicated in such Financial Statements; (m) all utility services
necessary for the development of the Land and the construction of the Improvements and the
operation thereof for their intended purpose are available at the boundaries of the Land, including
electric and natural gas facilities, telephone service, water supply, storm and sanitary sewer
facilities; (n) except as otherwise provided for in the Loan Documents, the Borrower has made no
contract or arrangement of any kind the performance of which by the other party thereto would give
rise to a lien on the Property; (o) the current and anticipated use of the Property complies with
all applicable zoning ordinances, regulations and restrictive covenants affecting the Land without
the existence of any variance, non-complying use, nonconforming use or other special exception, all
use restrictions of any Tribunal having jurisdiction have been satisfied, and no violation of any
Law or regulation exists with respect thereto; (p) attached hereto as Exhibit “J” is a list
of all bonds required in connection with completion of the Improvements, and to the best of
Borrower’s knowledge, no other bonds or other security are currently required or will be required
prior to completion of the Improvements; and (q) prior to the recordation of the Mortgage, except
as disclosed to Administrative Agent in writing, no work of any kind (including destruction or
removal of any existing improvements, site work, clearing, grading, grubbing, draining or fencing
of the Land) has been or will be commenced or performed on the Land, no equipment or material has
been or will be delivered to or placed upon the Land for any purpose whatsoever, and no contract
(or memorandum or affidavit thereof) for the supplying of labor, materials, or services for the
design or construction of the Improvements, or the surveying of the Land or Improvements, nor any
affidavit or notice of commencement of construction of the Improvements, has been or



PAGE 16









 




will be executed or recorded, which could cause a mechanic’s or materialman’s lien or similar lien
to achieve priority over the Mortgage or the rights of Administrative Agent and Lenders thereunder.




ARTICLE 4 — DEFAULT AND REMEDIES




     4.1 Events of Default. The occurrence of any one of the following shall be a
default under this
Agreement (“Default”): (a) any of the Indebtedness is not paid when due, whether on the
scheduled due date or upon acceleration, maturity or otherwise; (b) any covenant or agreement in
this Agreement (other than covenants to pay the Indebtedness and other Defaults expressly listed in
this Section with a different notice and cure period) is not fully and timely performed, observed
or kept or any representation or warranty given by the Borrower was untrue when given and is not
corrected within thirty (30) days after written notice thereof is given to the Borrower by the
Administrative Agent or within sixty (60) days if such matter cannot reasonably be cured within
thirty (30) days, so long as a cure is being diligently and continuously pursued; (c) the
occurrence of a Default under any other Loan Document (taking into account any applicable notice
and cure period set forth in such Loan Document); (d) the execution and/or filing of any affidavit
of commencement stating construction on the Land actually commenced prior to the date on which the
Mortgage was duly filed for record and any mechanics liens or other title defect resulting from the
filing of any affidavit of commencement which is a lien senior in priority to the Mortgage is not
cleared to the Administrative Agent’s satisfaction within twenty (20) days after written notice
thereof is given to the Borrower by the Administrative Agent; (e) construction of the Improvements
ceases for more than ten (10) consecutive days except for Excusable Delays; (f) the construction of
the Improvements, or any materials for which an advance has been requested, fails to comply with
the Plans, the Loan Documents, any Laws or governmental requirements, or any applicable restrictive
covenants and such noncompliance is not cured within a period of thirty (30) days after written
notice thereof from Administrative Agent to Borrower or within sixty (60) days if such matter
cannot reasonably be cured within thirty (30) days so long as a cure is being diligently and
continuously pursued; (g) Borrower fails to satisfy any condition precedent to the obligation of
Lenders to make an advance within thirty (30) days after written notice thereof is given to the
Borrower by the Administrative Agent or within sixty (60) days if such matter cannot reasonably be
cured within thirty (30) days so long as a cure is being diligently and continuously pursued; (h)
construction of the Improvements is abandoned, Administrative Agent reasonably determines that
construction of the Improvements in accordance with this Agreement will not be completed on or
before the Completion Date, or Borrower fails to substantially complete construction of the
Improvements and obtain all applicable permits, licenses, certificates and approvals including, but
not limited to, a final and unconditional certificate of occupancy (or local equivalent) from the
applicable governmental authority in accordance with this Agreement on or before the Completion
Date; (i) any required permit, license, certificate or approval with respect to the Property lapses
or ceases to be in full force and effect and is not replaced or renewed within thirty (30) days
after such lapse or within sixty (60) days if such matter cannot reasonably be cured within thirty
(30) days so long as a cure is being diligently and continuously pursued; (j) a Borrower’s Deposit
is not made with Administrative Agent within ten (10) days after Administrative Agent’s request
therefor in accordance with Section 1.5; (k) construction is enjoined or Borrower,
Administrative Agent or any Lender is enjoined or prohibited from performing any of its respective
obligations under any of the Loan Documents and such injunction is not released or lifted within
ten (10) days of its imposition; (I) the owner of the Property enters into any lease of part or all
of the Property which does not comply with the Loan Documents and such matter is not remedied
within thirty (30) days after written notice thereof is given to the Borrower by the Administrative
Agent or within sixty (60) days if such matter cannot reasonably be cured within thirty (30) days
so long as cure is being diligently and continuously pursued; (m) a lien for the performance of
work or the supply of materials which is established against the Property, or any stop notice
served on Borrower, the general contractor, Administrative Agent or a Lender, remains unsatisfied
or unbonded for a period of twenty (20) days after the date of filing or service; (n) the
occurrence of any condition or situation which, in the sole determination of Administrative Agent,
constitutes a danger to or impairment of the Property or the lien of the Mortgage, if such
condition or situation is not remedied within fifteen (15) days after written notice to the
Borrower thereof; (o) the entry of a final and non-appealable judgment against Borrower or any
Guarantor of more than One Hundred Thousand Dollars ($100,000.00) which is not paid in full or
bonded within fifteen (15) days or the issuance of any attachment, sequestration, or similar writ
levied upon any of its property which is not discharged within a period of fifteen (15) days; (p)
Administrative Agent determines that an event or condition that could reasonably be expected to
have a Material Adverse Effect has occurred in the financial condition of Borrower or any Guarantor
or in the condition of the Property and such matter is not remedied within thirty (30) days after
written notice thereof is given to the Borrower by the Administrative Agent or within sixty (60)
days if such matter cannot reasonably be cured within thirty (30) days so long as a cure is being
diligently and continuously pursued; (q) the Property is no



PAGE 17









 




longer leased to Skechers under terms and conditions of the Lease; (r) the dissolution or
insolvency of Borrower or any Guarantor and such matter is not remedied within thirty (30) days
after written notice thereof is given to the Borrower by the Administrative Agent or within sixty
(60) days if such matter cannot reasonably be cured within thirty (30) days so long as a cure is
being diligently and continuously pursued; (s) a default occurs under any other Loan Document which
is not cured within any applicable notice and cure period provided therein; (t) TG Development
fails to comply with the net worth requirement set forth in Section 2.17 of this Agreement
and such matter is not remedied within thirty (30) days after written notice thereof is given to
the Borrower by the Administrative Agent or within sixty (60) days if such matter cannot reasonably
be cured within thirty (30) days so long as a cure is being diligently and continuously pursued;
(u) the failure of Borrower to have satisfied the conditions set forth in Section 1.15(h)
of this Agreement within one hundred eighty (180) days from the date hereof; and (v) the transfer
by Borrower, any Guarantor, or any Affiliate of Borrower or any Guarantor of any property or asset
to TGD Holdings, LLC, a Delaware limited liability company.




     4.2 Remedies. Upon a Default, Administrative Agent may with the consent of, and shall
at the direction of the Required Lenders, without notice, exercise any and all rights and remedies
afforded by this Agreement, the other Loan Documents, Law, equity or otherwise, including (a)
declaring any and all Indebtedness immediately due and payable; (b) reducing any claim to
judgment; or (c) obtaining appointment of a receiver (to which Borrower hereby consents) and/or
judicial or nonjudicial foreclosure under the Mortgage;
provided, however, that upon a
Default, Administrative Agent at its election may (but shall not be obligated to) without the
consent of and shall at the direction of the Required Lenders, without notice, do any one or more
of the following: (a) terminate Lenders’ Commitment to lend and any obligation to disburse any
Borrower’s Deposit hereunder; (b) in its own name on behalf of the Lenders or in the name of
Borrower, enter into possession of the Property, perform all work necessary to complete
construction of the Improvements substantially in accordance with the Plans (as modified as deemed
necessary by Administrative Agent), the Loan Documents, and all applicable Laws, governmental
requirements and restrictive covenants, and continue to employ Borrower’s architect, engineer and
any contractor pursuant to the applicable contracts or otherwise; or (c) set-off and apply, to the
extent thereof and to the maximum extent permitted by Law, any and all deposits, funds, or assets
at any time held and any and all other indebtedness at any time owing by Administrative Agent or
any Lender to or for the credit or account of Borrower against any Indebtedness. Further, L/C
Issuer may, with the approval of Administrative Agent on behalf of the Required Lenders, demand
immediate payment by Borrower of an amount equal to the aggregate amount of all outstanding
Letters of Credit to be held in a deposit account with Administrative Agent to secure amounts due
from Borrower under Letters of Credit and when no Letters of Credit exist, the Loan.



     Borrower hereby appoints Administrative Agent as Borrower’s attorney-in-fact, which power of
attorney is irrevocable and coupled with an interest, with full power of substitution if
Administrative Agent so elects, to do any of the following in Borrower’s name upon the occurrence
of a Default: (i) use such sums as are necessary, including any proceeds of the Loan and any
Borrower’s Deposit, make such changes or corrections in the Plans, and employ such architects,
engineers, and contractors as may be required, or as Lenders may otherwise consider desirable, for
the purpose of completing construction of the Improvements substantially in accordance with the
Plans (as modified as deemed necessary by Administrative Agent), the Loan Documents, and all
applicable Laws, governmental requirements and restrictive covenants; (ii) execute all
applications and certificates in the name of Borrower which may be required for completion of
construction of the Improvements; (iii) endorse the name of Borrower on any checks or drafts
representing proceeds of any insurance policies, or other checks or instruments payable to
Borrower with respect to the Property; (iv) do every act with respect to the construction of the
Improvements that Borrower may do; (v) prosecute or defend any action or proceeding incident to
the Property, (vi) pay, settle, or compromise all bills and claims so as to clear title to the
Property; and (vii) take over and use all or any part of the labor, materials, supplies and
equipment contracted for, owned by, or under the control of Borrower, whether or not previously
incorporated into the Improvements. Any amounts expended by Administrative Agent itself or on
behalf of Lenders to construct or complete the Improvements or in connection with the exercise of
its remedies herein shall be deemed to have been advanced to Borrower hereunder as a demand
obligation owing by Borrower to Administrative Agent or Lenders as applicable and shall constitute
a portion of the Indebtedness, regardless of whether such amounts exceed any limits for
Indebtedness otherwise set forth herein. Neither Administrative Agent nor Lenders shall have any
liability to Borrower for the sufficiency or adequacy of any such actions taken by Administrative
Agent.



     No delay or omission of Administrative Agent or Lenders to exercise any right, power or
remedy accruing upon the happening of a Default shall impair any such right, power or remedy or
shall be construed to be a waiver of



PAGE 18









 




any such Default or any acquiescence therein. No delay or omission on the part of Administrative
Agent or Lenders to exercise any option for acceleration of the maturity of the Indebtedness, or
for foreclosure of the Mortgage following any Default as aforesaid, or any other option granted to
Administrative Agent and Lenders hereunder in any one or more instances, or the acceptances by
Administrative Agent or Lenders of any partial payment on account of the Indebtedness, shall
constitute a waiver of any such Default, and each such option shall remain continuously in full
force and effect. No remedy herein conferred upon or reserved to Administrative Agent and/or
Lenders is intended to be exclusive of any other remedies provided for in any Note or any of the
other Loan Documents, and each and every such remedy shall be cumulative, and shall be in addition
to every other remedy given hereunder, or under any Note or any of the other Loan Documents, or now
or hereafter existing at Law or in equity or by statute. Every right, power and remedy given to
Administrative Agent and Lenders by this Agreement, any Note or any of the other Loan Documents
shall be concurrent, and may be pursued separately, successively or together against Borrower, or
the Property or any part thereof, or any personal property granted as security under the Loan
Documents, and every right, power and remedy given by this Agreement, any Note or any of the other
Loan Documents may be exercised from time to time as often as may be deemed expedient by the
Required Lenders.




     Regardless of how a Lender may treat payments received from the exercise of remedies under
the Loan Documents for the purpose of its own accounting, for the purpose of computing the
Indebtedness, payments shall be applied as elected by Lenders. No application of payments will
cure any Event of Default, or prevent acceleration, or continued acceleration, of amounts payable
under the Loan Documents, or prevent the exercise, or continued exercise, of rights or remedies of
Administrative Agent and Lenders hereunder or thereunder or at Law or in equity.



ARTICLE 5 — ADMINISTRATIVE AGENT




     5.1. Appointment and Authorization of Administrative Agent.



          (a) Each
Lender hereby irrevocably (subject to Section 5.9) appoints, designates and
authorizes Administrative Agent to take such action on its behalf under the provisions of this
Agreement and each other Loan Document and to exercise such powers and perform such duties as are
expressly delegated to it by the terms of this Agreement or any other Loan Document, together with
such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary
contained elsewhere herein or in any other Loan Document, Administrative Agent shall not have any
duties or responsibilities, except those expressly set forth herein, nor shall Administrative
Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against Administrative Agent. Without
limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the
other Loan Documents with reference to Administrative Agent is not intended to connote any
fiduciary or other implied (or express) obligations arising under agency doctrine of any
applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to
create or reflect only an administrative relationship between independent contracting parties.




          (b) L/C Issuer shall act on behalf of Lenders with respect to any Letters of Credit issued by
it and the documents associated therewith, and that L/C Issuer shall have all of the benefits and
immunities (i) provided to Administrative Agent in this Article with respect to any acts taken or
omissions suffered by L/C Issuer in connection with Letters of Credit issued by it or proposed to
be issued by it and the applications and agreements for letters of credit pertaining to such
Letters of Credit as fully as if the term “Administrative Agent” as used in this Article and in
the definition of “Agent — Related Person” included L/C Issuer with respect to such acts or
omissions, and (ii) as additionally provided in this Agreement with respect to L/C Issuer.




          (c) No individual Lender or group of Lenders or L/C Issuer shall have any right to amend or
waive, or consent to the departure of any party from any provision of any Loan Document, or secure
or enforce the obligations of Borrower or any other party pursuant to the Loan Documents, or
otherwise. All such rights, on behalf of Administrative Agent, L/C Issuer, or any Lender or
Lenders, shall be held and exercised solely by and at the option of Administrative Agent for the
pro rata benefit of the Lenders. Such rights, however, are subject to the rights of L/C Issuer,
Lender or Lenders, as expressly set forth in this Agreement, to approve matters or direct
Administrative Agent to take or refrain from taking action as set forth in this Agreement. Except
as expressly otherwise provided in this Agreement or the other Loan Documents, Administrative
Agent shall have and may use its sole discretion with respect to exercising or refraining from
exercising any discretionary rights, or taking or





PAGE 19









 







refraining from taking any actions which Administrative Agent is expressly entitled to exercise or
take under this Agreement and the other Loan Documents, including, without limitation, (i) the
determination if and to what extent matters or items subject to Administrative Agent’s
satisfaction are acceptable or otherwise within its discretion, (ii) the making of Administrative
Agent Advances, and (iii) the exercise of remedies pursuant to,
but subject to, Article 4 or pursuant to any other Loan Document, if applicable, and any action so taken or not taken shall
be deemed consented to by Lenders.




          (d) In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceeding relative to
Borrower or any Guarantor, no individual Lender or group of Lenders or L/C Issuer shall have the
right, and the Administrative Agent (irrespective of whether the principal of the Loan or any L/C
Obligation shall then be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall
be exclusively entitled and empowered on behalf of itself, L/C Issuer, and the Lenders, by
intervention in such proceeding or otherwise:





          (i) to file and prove a claim for the whole amount of the principal and
interest
owing and unpaid in respect of the Loan, any L/C Obligations and all other Obligations that
are owing and unpaid and to file such other documents as may be necessary or advisable in
order to have the claims of the Lenders and the Administrative Agent (including any claim
for the reasonable compensation, expenses, disbursements and advances of the Lenders and
the Administrative Agent and their respective agents and counsel and all other amounts due
the Lenders and the Administrative Agent under Section 6.10 and Exhibit “K”
allowed in such judicial proceeding; and




          (ii) to collect and receive any monies or other property payable or deliverable
on any such claims and to distribute the same;



and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Lender to make such payments to
Administrative Agent and, in the event that Administrative Agent shall consent to the making of
such payments directly to Lenders, to pay to Administrative Agent any amount due for the reasonable
compensation, expenses, disbursements and advances of Administrative Agent and its agents and
counsel, and any other amounts due Administrative Agent under Section 6.10.



Nothing contained herein shall be deemed to authorize Administrative Agent to authorize or consent
to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment
or composition affecting the Obligations or the rights of the Lenders except as approved by
Required Lenders or to authorize Administrative Agent to vote in respect of the claims of Lenders
except as approved by Required Lenders in any such proceeding.




     5.2. Delegation of Duties. Administrative Agent may execute any of its duties under
this Agreement or any other Loan Document by or through agents,
employees or attorneys-in-fact and
shall be entitled to advice of counsel and other consultant experts concerning all matters
pertaining to such duties. Administrative Agent shall not be responsible for the negligence or
misconduct of any agent or attorney-in-fact that it selects with reasonable care.



     5.3.
Liability of Administrative Agent. No Agent-Related Persons shall (i) be liable
for any action taken or omitted to be taken by any of them under or in connection with this
Agreement or any other Loan Document or the transactions contemplated hereby (except for its own
gross negligence or willful misconduct), or (ii) be responsible in any manner to any of Lenders
for any recital, statement, representation or warranty made by Borrower or any subsidiary or
Affiliate of Borrower, or any officer thereof, contained herein or in any other Loan Document, or
in any certificate, report, statement or other document referred to or provided for in, or
received by Administrative Agent under or in connection with, this Agreement or any other Loan
Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any other Loan Document, or for any failure of Borrower or any other party to any
Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be
under any obligation to any Lender to ascertain or to inquire as to the observance or performance
of any of the agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of Borrower, Guarantors, or any of their
Affiliates.



PAGE 20









 





     5.4. Reliance by Administrative Agent. Administrative Agent shall be entitled to rely,
and shall be fully protected in relying, upon any writing, resolution, notice, consent,
certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other
document or conversation believed by it to be genuine and correct and to have been signed, sent or
made by the proper person or persons, and upon advice and statements of legal counsel (including
counsel to any party to the Loan Documents), independent accountants and other experts selected by
Administrative Agent. Administrative Agent shall be fully justified in failing or refusing to take
any action under this Agreement or any other Loan Document unless it shall first receive such
advice or concurrence of the Required Lenders or all Lenders if required hereunder as it deems
appropriate and, if it so requests, it shall first be indemnified to its satisfaction by Lenders
against any and all liability and expense which may be incurred by it by reason of taking or
continuing to take any such action. Administrative Agent shall in all cases be fully protected in
acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance
with a request or consent of the Required Lenders or such greater number of Lenders as may be
expressly required hereby in any instance, and such request and any action taken or failure to act
pursuant thereto shall be binding upon all the Lenders. In the absence of written instructions from
the Required Lenders or such greater number of Lenders, as expressly required hereunder,
Administrative Agent may take or not take any action, at its discretion, unless this Agreement
specifically requires the consent of the Required Lenders or such greater number of Lenders.



     5.5. Notice of Default. Administrative Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default, unless Administrative Agent shall have received written
notice from a Lender or Borrower referring to this Agreement, describing such Default that
Administrative Agent determines will have a Material Adverse Effect. Administrative Agent will
notify Lenders of its receipt of any such notice. Administrative Agent shall take such action with
respect to such Default as may be requested by the Required Lenders in accordance
with Article 4; provided, however, that unless and until Administrative Agent has received any such
request, Administrative Agent may (but shall not be obligated to) take such action, or refrain
from taking such action, with respect to such Default as it shall deem advisable or in the best
interest of Lenders.



     5.6.
Credit Decision; Disclosure of Information by Administrative Agent.



          (a) Each Lender acknowledges that none of Agent-Related Persons has made any representation
or warranty to it, and that no act by Administrative Agent hereafter taken, including any consent
to and acceptance of any assignment or review of the affairs of Borrower and Guarantors, shall be
deemed to constitute any representation or warranty by any Agent-Related Person to any Lenders as
to any matter, including whether Agent-Related Persons have disclosed material information in
their possession. Each Lender represents to Administrative Agent that it has, independently and
without reliance upon any Agent-Related Person and based on such documents and information as it
has deemed appropriate, made its own appraisal of and investigation into the business, prospects,
operations, property, financial and other condition and creditworthiness of Borrower and
Guarantors, and all applicable bank or other regulatory Laws relating to the transactions
contemplated hereby, and made its own decision to enter into this Agreement and to extend credit
to Borrower and Guarantors hereunder. Each Lender also represents that it will, independently and
without reliance upon any Agent-Related Person and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit analysis, appraisals and
decisions in taking or not taking action under this Agreement and the other Loan Documents, and to
make such investigations as it deems necessary to inform itself as to the business, prospects,
operations, property, financial and other condition and creditworthiness of Borrower and
Guarantors.




          (b) Administrative Agent upon its receipt shall provide each Lender such notices, reports and
other documents expressly required to be furnished to Lenders by Administrative Agent herein. To
the extent not already available to a Lender, Administrative Agent shall also provide the Lender
and/or make available for the Lender’s inspection during reasonable business hours and at the
Lender’s expense, upon the Lender’s written request therefor: (i) copies of the Loan Documents;
(ii) such information as is then in Administrative Agent’s possession in respect of the current
status of principal and interest payments and accruals in respect of the Loan; (iii) copies of all
current financial statements in respect of Borrower, any Guarantor or other person liable for
payment or performance by Borrower of any obligations under the Loan Documents, then in
Administrative Agent’s possession with respect to the Loan; and (iv) other current factual
information then in Administrative Agent’s possession with respect to the Loan and bearing on the
continuing creditworthiness of Borrower or any Guarantor, or any of their respective Affiliates;
provided that nothing contained in this Section shall impose any liability upon
Administrative Agent for its failure to provide a Lender any of such Loan Documents, information,
or financial statements, unless such failure constitutes willful misconduct or gross




PAGE 21









 







negligence on Administrative Agent’s part; and provided further that Administrative Agent
shall not be obligated to provide any Lender with any information in violation of Law or any
contractual restrictions on the disclosure thereof (provided such contractual restrictions shall
not apply to distributing to a Lender factual and financial information expressly required to be
provided herein). Except as set forth above, Administrative Agent shall not have any duty or
responsibility to provide any Lenders with any credit or other information concerning the business,
prospects, operations, property, financial and other condition or creditworthiness of Borrower or
any Guarantor or any of their respective Affiliates which may come into the possession of any of
Agent-Related Persons.




     5.7. Indemnification of Administrative Agent. Whether or not the transactions
contemplated hereby are consummated, Lenders shall indemnify upon demand each Agent-Related Person
(to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of
Borrower to do so), pro rata, and hold harmless each Agent-Related Person from and against any and
all Indemnified Liabilities incurred by it; provided, however, that no Lender shall be
liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities
to the extent determined in a final, non-appealable judgment by a court of competent jurisdiction
to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct;
provided, however, that no action taken in accordance with the directions of the Required
Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this
Section. Without limitation of the foregoing, to the extent that Administrative Agent is not
reimbursed by or on behalf of Borrower, each Lender shall reimburse Administrative Agent upon
demand for its ratable share of any costs or out-of-pocket expenses (including attorney fees)
incurred by Administrative Agent as described in Section 6.10. The undertaking in this
Section shall survive the payment of all Indebtedness hereunder and the resignation or replacement
of Administrative Agent.



     5.8. Administrative Agent in Individual Capacity. Administrative Agent, in its
individual capacity, and its Affiliates may make loans to, issue letters of credit for the account
of, accept deposits from, acquire equity interests in and generally engage in any kind of banking,
trust, financial advisory, underwriting or other business with any party to the Loan Documents and
their respective Affiliates as though Administrative Agent were not Administrative Agent hereunder
and without notice to or consent of Lenders. Lenders acknowledge that Bank of America, N.A. is the
L/C Issuer and Borrower and Bank of America, N.A. or its Affiliate have entered or may enter into
Swap Transactions. A portion of the Loan may be funded to honor Borrower’s payment obligations
under the terms of such Swap Transactions, and Lenders shall have no right to share in any portion
of such payments. Lenders acknowledge that, pursuant to such activities, Bank of America, N.A. or
its Affiliates may receive information regarding any party to the Loan Documents, or their
respective Affiliates (including information that may be subject to confidentiality obligations in
favor of such parties or such parties’ Affiliates) and acknowledge that Administrative Agent shall
be under no obligation to provide such information to them. With respect to its Pro Rata Share of
the Loan, Bank of America, N.A. shall have the same rights and powers under this Agreement as any
other Lenders and may exercise such rights and powers as though it were not Administrative Agent,
or party to Swap Transactions, and the terms “Lender” and “Lenders” include Bank of America, N.A.
in its individual capacity.



     5.9. Successor Administrative Agent. Administrative Agent may, and at the request of
the Required Lenders as a result of Administrative Agent’s gross negligence or willful misconduct
in performing its duties under this Agreement shall, resign as Administrative Agent upon 30 days’
notice to Lenders, and any such resignation by Administrative Agent shall also constitute its
resignation as L/C Issuer. If Administrative Agent resigns under this Agreement, the Required
Lenders shall appoint from among Lenders a successor administrative agent for Lenders, which
successor administrative agent shall be consented to by the Borrower at all times other than
during the existence of a Default (which consent of the Borrower shall not be unreasonably
withheld or delayed). If no successor administrative agent is appointed prior to the effective
date of the resignation of Administrative Agent, Administrative Agent may appoint, after
consulting with Lenders and Borrower, a successor administrative agent from among Lenders. Upon
the acceptance of its appointment as successor administrative agent hereunder, such successor
administrative agent shall succeed to all the rights, powers and duties of the retiring
Administrative Agent and L/C Issuer and the respective terms “Administrative Agent” and “L/C
Issuer” shall mean such successor administrative agent and L/C Issuer, and the retiring
Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated
and the retiring L/C Issuer’s rights, powers and duties as such shall be terminated, without any
other or further act or deed on the part of such retiring L/C Issuer or any other Lender, other
than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the
Letters of Credit, if any, outstanding at the time of such succession or to make other
arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the
retiring L/C Issuer with respect to such Letter of Credit. After any




PAGE 22











 




retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions
of this Article and other applicable Sections of this Agreement shall inure to its benefit as to
any actions taken or omitted to be taken by it while it was Administrative Agent and L/C Issuer
under this Agreement. If no successor administrative agent has accepted appointment as
Administrative Agent and L/C Issuer by the date which is 30 days following a retiring
Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall
nevertheless thereupon become effective and Lenders shall perform all of the duties of
Administrative Agent and L/C Issuer hereunder until such time, if any, as the Required Lenders
appoint a successor agent as provided for above. Notwithstanding the foregoing, however, Bank of
America, N.A. may not be removed as Administrative Agent at the request of the Required Lenders
unless Bank of America shall also simultaneously be replaced and fully released as “L/C Issuer”
hereunder pursuant to documentation in form and substance reasonably satisfactory to Bank of
America, N.A.




     5.10. Releases; Acquisition and Transfers of Collateral.



          (a) Lenders hereby irrevocably authorize Administrative Agent to transfer or release any lien
on, or after foreclosure or other acquisition of title by Administrative Agent on behalf of
Lenders to transfer or sell, any Loan collateral (i) upon the termination of the Commitments and
payment and satisfaction in full of all Indebtedness, (ii) constituting a release, transfer or
sale of a lien or Loan collateral if Borrower will certify to Administrative Agent that the
release, transfer or sale is permitted under this Agreement or the other Loan Documents (and
Administrative Agent may rely conclusively on any such certificate, without further inquiry); or
(iii) after foreclosure or other acquisition of title (1) for a purchase price of at least 90% of
the value indicated in the most recent appraisal of the collateral obtained by Administrative
Agent made in accordance with regulations governing Administrative Agent, less any reduction
indicated in the appraisal estimated by experts in such areas; or (2) if approved by the Required
Lenders.




          (b) If all or any portion of the Loan collateral is acquired by foreclosure or by deed in
lieu of foreclosure, Administrative Agent shall take title to the collateral in its name or by an
Affiliate of Administrative Agent, but for the benefit of all Lenders in their Pro Rata Shares on
the date of the foreclosure sale or recordation of the deed in lieu of foreclosure (the
“Acquisition Date”). Administrative Agent and all Lenders hereby expressly waive and relinquish
any right of partition with respect to any collateral so acquired. After any collateral is
acquired, Administrative Agent shall appoint and retain one or more persons (individually and
collectively, “Property Manager”) experienced in the management, leasing, sale and/or
dispositions of similar properties.



After consulting with the Property Manager, Administrative Agent shall prepare a written plan for
completion of construction (if required), operation, management, improvement, maintenance, repair,
sale and disposition of the Loan collateral and a budget for the aforesaid, which may include a
reasonable management fee payable to Administrative Agent (the “Business Plan”).
Administrative Agent will deliver the Business Plan not later than the sixtieth (60th) day after
the Acquisition Date to each Lender with a written request for approval of the Business Plan. If
the Business Plan is approved by the Required Lenders, Administrative Agent and the Property
Manager shall adhere to the Business Plan until a different Business Plan is approved by the
Required Lenders. Administrative Agent may propose an amendment to the Business Plan as it deems
appropriate, which shall also be subject to Required Lender approval. If the Business Plan (as may
be amended) proposed by Administrative Agent is not approved by the Required Lenders, (or if sixty
(60) days have elapsed following the Acquisition Date without a Business Plan being proposed by
Administrative Agent), any Lender may propose an alternative Business Plan, which Administrative
Agent shall submit to all Lenders for their approval. If an alternative Business Plan is approved
by the Required Lenders, Administrative Agent may appoint one of the approving Lenders to
implement the alternative Business Plan. Notwithstanding any other provision of this Agreement,
unless in violation of an approved Business Plan or otherwise in an emergency situation,
Administrative Agent shall, subject to subsection (a) of this Section, have the right but not the
obligation to take any action in connection with the Loan collateral (including those with respect
to property taxes, insurance premiums, completion of construction, operation, management,
improvement, maintenance, repair, sale and disposition), or any portion thereof.




          (c) Upon request by Administrative Agent or Borrower at any time, Lenders will confirm in
writing Administrative Agent’s authority to sell, transfer or release any such liens of particular
types or items of Loan collateral pursuant to this Section; provided, however, that (i)
Administrative Agent shall not be required to execute any document necessary to evidence such
release, transfer or sale on terms that, in Administrative Agent’s



PAGE 23




 









 




opinion, would expose Administrative Agent to liability or create any obligation or entail any
consequence other than the transfer, release or sale without recourse, representation or warranty,
and (ii) such transfer, release or sale shall not in any manner discharge, affect or impair the
obligations of Borrower other than those expressly being released.




          (d) If only two (2) Lenders (other than the L/C Issuer) exist at the time Administrative
Agent receives a purchase offer for Loan collateral for which one of the Lenders does not consent
within ten (10) Business Days after notification from Administrative Agent, the consenting Lender
may offer (“Purchase Offer”) to purchase all of non-consenting Lender’s right, title and
interest in the collateral for a purchase price equal to non-consenting Lender’s Pro Rata Share of
the net proceeds anticipated from such sale of such collateral (as reasonably determined by
Administrative Agent, including the undiscounted face principal amount of any purchase money
obligation not payable at closing) (“Net Proceeds”). Within ten (10) Business Days
thereafter the non-consenting Lender shall be deemed to have accepted such Purchase Offer unless
the non-consenting Lender notifies Administrative Agent that it elects to purchase all of the
consenting Lender’s right, title and interest in the collateral for a purchase price payable by
the non-consenting Lender in an amount equal to the consenting Lender’s Pro Rata Share of the Net
Proceeds. Any amount payable hereunder by a Lender shall be due on the earlier to occur of the
closing of the sale of the collateral or 90 days after the Purchase Offer, regardless of whether
the collateral has been sold.




     5.11. Application of Payments. Except as otherwise provided below with respect to
Defaulting Lenders, aggregate principal and interest payments, payments for Indemnified
Liabilities, and/or foreclosure or sale of the collateral, and net operating income from the
collateral during any period it is owned by Administrative Agent on behalf of the Lenders
(“Payments”) shall be apportioned pro rata among Lenders and payments of any fees (other
than fees designated for Administrative Agent’s separate account) shall, as applicable, be
apportioned pro rata among Lenders. Notwithstanding anything to the contrary in this Agreement,
all Payments due and payable to Defaulting Lenders shall be due and payable to and be apportioned
pro rata among Administrative Agent and Electing Lenders. Such apportionment shall be in the
proportion that the Defaulting Lender Payment Amounts paid by them bears to the total Defaulting
Lender Payment Amounts of such Defaulting Lender. Such apportionment shall be made until the
Administrative Agent and Lenders have been paid in full for the Defaulting Lender Payment Amounts.
All pro rata Payments shall be remitted to Administrative Agent and all such payments not
constituting payment of specific fees, and all proceeds of the Loan collateral received by
Administrative Agent, shall be applied first, to pay any fees, indemnities, costs,
expenses (including those in Section 5.7) and reimbursements then due to Administrative
Agent from Borrower; second, to pay any fees, costs, expenses and reimbursements then due
to Lenders from Borrower; third, to pay pro rata interest and late charges due in respect
of the Indebtedness and Administrative Agent Advances; fourth, to pay or prepay pro rata
principal of, and to secure any outstanding Letters of Credit for, the Indebtedness and
Administrative Agent Advances; fifth, to pay any indebtedness of Borrower under Swap
Transactions; and last, to Borrower, if required by law, or Lenders in Pro Rata Share
percentages equal to their percentages at the termination of the Aggregate Commitments.



     Notwithstanding the above, subject to Section 3 of Exhibit “K”, amounts used
to Cash Collateralize the aggregate undrawn amount of Letters of Credit above shall be applied to
satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as
Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining
amount shall be applied to the other Indebtedness, if any, in the order set forth above.



     5.12. Benefit. The terms and conditions of this Article are inserted for the sole
benefit of Administrative Agent and Lenders; the same may be waived in whole or in part, with or
without terms or conditions, without prejudicing Administrative Agent’s or Lenders’ rights to later
assert them in whole or in part.



ARTICLE 6 — GENERAL TERMS AND CONDITIONS




     6.1. Consents; Borrower’s Indemnity. Except where otherwise expressly provided in the
Loan Documents, in any instance where the approval, consent or the exercise of Administrative
Agent’s or Lenders’ judgment or discretion (or sole discretion) is required, the granting or
denial of such approval or consent and the exercise of such judgment shall be (a) within the sole
discretion of Administrative Agent or Lenders; (b) deemed to have been given only by a specific
writing intended for the purpose given and executed by Administrative Agent or Lenders; and (c)
free from any limitation or requirement of reasonableness. Notwithstanding any approvals or







PAGE 24



 









 







consents by Administrative Agent or Lenders, neither Administrative Agent nor any Lender has any
obligation or responsibility whatsoever for the adequacy, form or content of the Plans, the Budget,
any appraisal, any contract, any change order, any lease, or any other matter incident to the
Property or the construction of the Improvements. Administrative Agent’s or Lenders’ acceptance of
an assignment of the Plans for the benefit of Administrative Agent and Lenders shall not constitute
approval of the Plans. Any inspection, appraisal or audit of the Property or the books and records
of Borrower, or the procuring of documents and financial and other information, by or on behalf of
Administrative Agent shall be for Administrative Agent’s and Lenders’ protection only, and shall
not constitute an assumption of responsibility to Borrower or anyone else with regard to the
condition, value, construction, maintenance or operation of the Property, or relieve Borrower of
any of Borrower’s obligations. Borrower has selected all surveyors, architects, engineers,
contractors, materialmen and all other persons or entities furnishing services or materials to the
Project. Neither Administrative Agent nor any Lender has any duty to supervise or to inspect the
Property or the construction of the Improvements nor any duty of care to Borrower or any other
person to protect against, or inform Borrower or any other person of the existence of, negligent,
faulty, inadequate or defective design or construction of the Improvements. Neither Administrative
Agent nor any Lender shall be liable or responsible for, and Borrower shall indemnify each
Agent-Related Person and each Lender and their respective Affiliates, directors, officers, agents,
attorneys and employees (collectively, the “Indemnitees”) from and against: (a) any claim,
action, loss or cost (including reasonable attorney’s fees and costs) arising from or relating to
(i) any defect in the Property or the Improvements, (ii) the performance or default of Borrower,
Borrower’s surveyors, architects, engineers, contractors, the Construction Consultant, or any other
person, (iii) any failure to construct, complete, protect or insure the Improvements, (iv) the
payment of costs of labor, materials, or services supplied for the construction of the
Improvements, (v) in connection with the protection and preservation of the Loan collateral
(including those with respect to property taxes, insurance premiums, completion of construction,
operation, management, improvements, maintenance, repair, sale and disposition), or (vi) the
performance of any obligation of Borrower whatsoever; (b) any and all liabilities, obligations,
losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and
disbursements (including reasonable attorney fees and costs) of any kind or nature whatsoever which
may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way
relating to or arising out of or in connection with (i) the execution, delivery, enforcement,
performance or administration of any Loan Document or any other agreement, letter or instrument
delivered in connection with the transactions contemplated thereby or the consummation of the
transactions contemplated thereby, (ii) any Commitment or Loan or Letter of Credit or the use or
proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand
for payment under a Letter of Credit if the documents presented in connection with such demand do
not strictly comply with the terms of such Letter of Credit), or (iii) any actual or prospective
claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory (including any investigation of, preparation for, or defense of
any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether
any Indemnitee is a party thereto; (c) any and all claims, demands, actions or causes of action
arising out of or relating to the use of Information (as defined in Section 6.6) or other
materials obtained through internet, Intralinks or other similar information transmission systems
in connection with this Agreement; and (d) any and all liabilities, losses, costs or expenses
(including attorney fees and costs) that any Indemnitee suffers or incurs as a result of the
assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of
the preparation of any defense in connection with any foregoing claim, demand, action, cause of
action or proceeding, in all cases, whether or not an Indemnitee is a party to such claim, demand,
action, cause of action or proceeding and whether it is defeated, successful or withdrawn, (all the
foregoing, collectively, the “Indemnified Liabilities”); provided, however, that
such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities,
obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs,
expenses or disbursements are determined by a court of competent jurisdiction by final and
non-appealable judgment to have resulted from the gross negligence or willful misconduct of such
Indemnitee. Further, Borrower shall not be obligated to indemnify any of the Indemnitees from
matters which relate solely to disputes or disagreements among Lenders and/or Administrative Agent,
or any default by any of the Lenders and/or Administrative Agent of any of their respective
obligations under this Agreement to Borrower or to each other. Nothing, including any advance or
acceptance of any document or instrument, shall be construed as a representation or warranty,
express or implied, to any party by Administrative Agent or Lenders. Inspection shall not
constitute an acknowledgment or representation by Administrative Agent, any Lender or the
Construction Consultant that there has been or will be compliance with the Plans, the Loan
Documents, or applicable Laws, governmental requirements and restrictive covenants, or that the
construction is free from defective materials or workmanship. Inspection, whether or not followed
by notice of Default, shall not constitute a waiver of any Default then existing, or a waiver of
Administrative Agent’s and Lenders’ right thereafter to insist that the Improvements be




PAGE 25



 









 




constructed in accordance with the Plans, the Loan Documents, and all applicable Laws, governmental
requirements and restrictive covenants. Administrative Agent’s failure to inspect shall not
constitute a waiver of any of Administrative Agent’s or Lenders’ rights under the Loan Documents or
at Law or in equity.




     6.2. Miscellaneous. This Agreement may be executed in several counterparts, all of
which are identical, and all of which counterparts together shall constitute one and the same
instrument. The Loan Documents are for the sole benefit of Administrative Agent, Lenders and
Borrower and are not for the benefit of any third party. A determination that any provision of
this Agreement is unenforceable or invalid shall not affect the enforceability or validity of any
other provision and the determination that the application of any provision of this Agreement to
any person or circumstance is illegal or unenforceable shall not affect the enforceability or
validity of such provision as it may apply to other persons, entities or circumstances. Time shall
be of the essence with respect to Borrower’s obligations under the Loan Documents. This Agreement,
and its validity, enforcement and interpretation, shall be governed by Florida law (without regard
to any conflict of Laws principles) and applicable United States federal Law.



     6.3. Notices.



          6.3.1 Modes of Delivery; Changes. Except as otherwise provided herein, all notices,
demands, requests, and other communications required or which any party desires to give under this
Agreement or any other Loan Document shall be in writing. Unless otherwise specifically provided
in such other Loan Document, all such notices and other communications shall be deemed
sufficiently given or furnished if (a) delivered by personal delivery; (b) by courier; (c) by
registered or certified United States mail, postage prepaid; (d) by overnight delivery by a
nationally recognized overnight delivery service; (e) by facsimile addressed to the party to whom
directed with, subject to Subsection 6.3.2 below, a confirmatory original delivered by one
of the methods set forth in (a) through (d); or (f) by electronic mail addressed to Borrower, at
the addresses set forth at the end of this Agreement or to Administrative Agent, the L/C Issuer or
Lenders at the addresses specified for notices on the Schedule of Lenders (unless changed by
similar notice in writing given by the particular party whose address is to be changed) with a
confirmatory original delivered by one of the methods set forth in (a) through (d). Any such
notice or communication shall be deemed to have been given and received either at the time of
personal delivery or, in the case of courier or mail, as of the date of first attempted delivery
at the address and in the manner provided herein, or, in the case of facsimile or e-mail, upon
receipt; provided, however, that service of a notice required by any applicable statute
shall be considered complete when the requirements of that statute are met. Notwithstanding the
foregoing, no notice of change of address shall be effective except upon actual receipt. This
Section shall not be construed in any way to affect or impair any waiver of notice or demand
provided in any Loan Document or to require giving of notice or demand to or upon any person in
any situation or for any reason.




          6.3.2 Effectiveness of Facsimile Documents and Signatures. Loan Documents may be
transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures
shall, subject to applicable Law, have the same force and effect as manually-signed originals and
shall be binding on all parties to the Loan Documents. The Administrative Agent may also require
that any such documents and signatures be confirmed by a manually-signed original thereof;
provided, however, that the failure to request or deliver the same shall not limit the
effectiveness of any facsimile document or signature.




          6.3.3 Intentionally Omitted.




          6.3.4 Reliance by Administrative Agent and Lenders. Administrative Agent and Lenders
shall be entitled to rely and act upon any notices (including telephonic Loan advance notices)
purportedly given by or on behalf of Borrower even if (i) such notices were not made in a manner
specified herein, were incomplete or were not preceded or followed by any other form of notice
specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any
confirmation thereof. Borrower shall indemnify each Agent-Related Person and each Lender from all
losses, costs, expenses and liabilities resulting from the reliance by such person on each notice
purportedly given by or on behalf of Borrower. All telephonic notices to and other communications
with Administrative Agent may be recorded by Administrative Agent, and each of the parties hereto
hereby consents to such recording. If a Lender does not notify or inform Administrative Agent of
whether or not it consents to, or approves of or agrees to any matter of any nature whatsoever
with respect to which its consent, approval or agreement is required under the express provisions
of this Agreement or with respect to which its consent, approval or agreement is otherwise





PAGE 26




 









 







requested by Administrative Agent, in connection with the Loan or any matter pertaining to the
Loan, within ten (10) Business Days (or such longer period as may be specified by Administrative
Agent) after such consent, approval or agreement is requested by Administrative Agent, Lender shall
be deemed to have given its consent, approval or agreement, as the case may be, with respect to the
matter in question.




     6.4. Payments Set Aside. To the extent that any payment by or on behalf of Borrower
is made to Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises
its right of set-off, and such payment or the proceeds of such set-off or any part thereof is
subsequently invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by Administrative Agent or such Lender in its
discretion) to be repaid to a trustee, receiver or any other party, in connection with any
proceeding under any Debtor Relief Law, to a depository (including Administrative Agent, any
Lender or its or their Affiliates) for returned items or insufficient collected funds, or
otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such set-off had not occurred, and (b) each Lender severally agrees
to pay to Administrative Agent upon demand its applicable share of any amount so recovered from or
repaid by Administrative Agent, plus interest thereon from the date of such demand to the date
such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in
effect.



     6.5. Successors and Assigns.



          (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns permitted hereby, except that Borrower
may not assign or otherwise transfer any of its rights or obligations hereunder without the prior
written consent of each Lender, and no Lender may assign or otherwise transfer any of its rights
or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of
subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of
subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest
subject to the restrictions of subsection (f) of this Section (and any other attempted assignment
or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any person (other than the parties hereto, their
respective successors and assigns permitted hereby and, to the extent expressly contemplated
hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this
Agreement.




          (b) Any Lender may assign to one or more Eligible Assignees all or a portion of its rights
and obligations under this Agreement (including all or a portion of its Commitment and Pro Rata
Share of the Loan (including for purposes of this subsection (b), participations in L/C
Obligations) at the time owing to it); provided that:





          (i) except in the case of an assignment of the entire remaining amount of
the assigning Lender’s Commitment and Pro Rata Share of the Loan at the time owing to it or in
the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund as
defined in subsection (h) of this Section with respect to a Lender, the aggregate amount of
the Commitment (which for this purpose includes its Pro Rata Share of the Loan outstanding)
subject to each such assignment, determined as of the date the Assignment and Assumption
with respect to such assignment is delivered to the Administrative Agent, shall not be less
than $10,000,000 unless each of the Administrative Agent and, so long as no Default has
occurred and is continuing, the Borrower otherwise consents (each such consent not to be
unreasonably withheld or delayed);




          (ii) each partial assignment shall be made as an assignment of a proportionate part of
all the assigning Lender’s rights and obligations under this Agreement with respect to its
Pro Rata Share of the Loan and the Commitment assigned;




          (iii) any assignment of a Commitment must be approved by Administrative Agent, and
L/C Issuer unless the person that is the proposed assignee is itself a Lender (whether or
not the proposed assignee would otherwise qualify as an Eligible Assignee); and



PAGE 27



 









 






          (iv) the parties to each assignment shall execute and deliver to Administrative Agent an
Assignment and Assumption, together with a processing and recordation fee of $3,500 plus the cost
of any applicable endorsement to the Title Insurance or new Title Insurance.


Subject to acceptance and recording thereof by Administrative Agent pursuant to subsection (c) of this Section, from and
after the effective date specified in each Assignment and Assumption, the assignee thereunder shall
be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption,
have the rights and obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be
released from its obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of this
Agreement with respect to Borrower’s obligations surviving termination of this Agreement). Upon
request, Administrative Agent shall prepare and Borrower shall execute and deliver a Note
(“Replacement Note”) to the assignee Lender. Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this subsection shall be
treated for purposes of this Agreement as a sale by such Lender of a participation in such rights
and obligations in accordance with subsection (d) of this Section.




          (c) Administrative Agent, acting solely for this purpose as an agent of Borrower, shall
forward the Assignment and Assumption, and the Replacement Note to the Title Company for issuance
of an applicable endorsement to the Title Insurance or new Title Insurance, and shall maintain at
Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a
register for the recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amount of each Lender’s Pro Rata Share of the Loan owing to, each Lender pursuant to
the terms hereof from time to time (the “Register”). The entries in the Register shall be
conclusive, and Borrower, Administrative Agent and Lenders may treat each person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of
this Agreement, notwithstanding notice to the contrary. The Register shall be available for
inspection by Borrower and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.




          (d) Any Lender may, without the consent of, but with prior notice to Administrative Agent,
sell participations to one or more banks or other entities (a “Participant”) in all or a
portion of such Lender’s rights and/or obligations under this Agreement (including all or a
portion of its Commitment and/or its Pro Rata Share of the Loan (including such Lender’s
participations in L/C Obligations) owing to it); provided that (i) such Lender’s
obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations, (iii) Borrower,
Administrative Agent and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender’s rights and obligations under this Agreement, and (iv)
except to the extent consented to by Administrative Agent in its sole discretion with respect to
each participation, any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to enforce this Agreement
and to approve any amendment, modification or waiver of any provision of this Agreement.




          (e) A Participant shall not be entitled to receive any greater payment under Sections
1.7, 1.8 or 1.9 than the applicable Lender would have been entitled to receive with respect to
the participation sold to such Participant.




          (f) Any Lender may at any time pledge or assign a security interest in all or any portion of
its rights under this Agreement (including under its Note, if any) to secure obligations of such
Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank;
provided that no such pledge or assignment shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto.




          (g) If the consent of Borrower to an assignment or to an assignee is required hereunder
(including a consent to an assignment which does not meet the minimum assignment threshold
specified in clause (i) of the provision to the first sentence of subsection (b) above), Borrower
shall be deemed to have given its consent five Business Days after the date notice thereof has
been delivered by the assigning Lender (through Administrative Agent) unless such consent is
expressly refused by Borrower prior to such fifth Business Day.




PAGE 28



 









 








          (h) As used herein, the following terms have the following meanings:





     “Eligible Assignee” means (a) a Lender; (b) an Affiliate of a Lender; (c) an
Approved Fund; and (d) any other person (other than a natural person) approved by the
Administrative Agent, and, unless a Default has occurred and is continuing, the Borrower
(each such approval not to be unreasonably withheld or delayed).




     “Fund” means any person (other than a natural person) that is (or will be)
engaged in making, purchasing, holding or otherwise investing in commercial real estate
loans and similar extensions of credit in the ordinary course of its business.




     “Approved Fund” means any Fund that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that
administers or manages a Lender.



          (i) Notwithstanding anything to the contrary contained herein, if at any time Bank of America,
N.A. assigns all of its Commitment and interest in the Loan pursuant to subsection (b) above, Bank
of America, N.A. may, upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer.
In the event of any such resignation as L/C Issuer, the Borrower shall be entitled to appoint from
among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by
the Borrower to appoint any such successor shall affect the resignation of Bank of America, N.A. as
L/C Issuer. If Bank of America, N.A. resigns as L/C Issuer it shall retain all the rights and
obligations of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the
effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto
(including the right to require the Lenders to make an advance of Base Rate Principal or fund risk
participations for L/C Borrowings pursuant to Exhibit “K”).




          (j) Borrower shall not be responsible for any costs or expenses incurred by Administrative
Agent or any of the Lenders in connection with or as a result of any assignment or transfer of a
Lender’s rights and obligations under this Agreement (or any part thereof), or in connection with
the sale of participations by any Lender.




     6.6. Confidentiality. Each of the Administrative Agent and the Lenders agrees to
maintain the confidentiality of the Information (as defined below), except that Information may be
disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including
accountants, legal counsel and other advisors (it being understood that the persons to whom such
disclosure is made will be informed of the confidential nature of such Information and instructed
to keep such Information confidential); (b) to the extent requested by any regulatory authority;
(c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal
process; (d) to any other party to this Agreement; (e) in connection with the exercise of any
remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement
of rights hereunder; (f) subject to an agreement containing provisions substantially the same as
those of this Section, to (i) any assignee of or participant in, or any prospective assignee of or
participant in, any of its rights or obligations under this Agreement or (ii) any direct or
indirect contractual counterparty or prospective counterparty (or such contractual counterparty’s
or prospective counterparty’s professional advisor) to any Swap Transaction or credit derivative
transaction relating to obligations of the Borrower and Guarantors; (g) with the consent of the
Borrower; (h) to the extent such Information (i) becomes publicly available other than as a result
of a breach of this Section or (ii) becomes available to the Administrative Agent or any Lender on
a nonconfidential basis from a source other than the Borrower. For the purposes of this Section,
“Information” means all information received from the Borrower or any Guarantor relating
to the Borrower or any of the Guarantors or their business, other than any such information that
is available to the Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by the Borrower or any Guarantor; provided that in the case of information
received from the Borrower or any Guarantor after the date hereof, such information is clearly
identified in writing at the time of delivery as confidential (provided that any financial
statements received from Borrower or any Guarantor shall be deemed confidential regardless of
whether so identified). Any person required to maintain the confidentiality of Information as
provided in this Section shall be considered to have complied with its obligation to do so if such
person has exercised the same degree of care to maintain the confidentiality of such Information
as such person would accord to its own confidential information. The Administrative Agent and the
Lenders may disclose the existence of this Agreement and information about this



PAGE 29



 









 




Agreement to market data collectors, similar service providers to the lending industry, and service
providers to the Administrative Agent and the Lenders in connection with the administration and
management of this Agreement, the Loan and Loan Documents.




     6.7. Set-off. In addition to any rights and remedies of Administrative Agent and
Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default,
Administrative Agent and each Lender is authorized at any time and from time to time, without prior
notice to Borrower or any other party to the Loan Documents, any such notice being waived by
Borrower (on its own behalf and on behalf of each party to the Loan Documents to the fullest extent
permitted by Law), to set-off and apply any and all deposits, general or special, time or demand,
provisional or final, any time owing by Administrative Agent or such Lender hereunder or under any
other Loan Document to or for the credit or the account of such parties to the Loan Documents
against any and all Indebtedness, irrespective of whether or not the Administrative Agent or such
Lender shall have made demand under this Agreement or any other Loan Document and although such
Indebtedness may be contingent or unmatured or denominated in a currency different from that of the
applicable depositor indebtedness. Each Lender hereby acknowledges that the exercise by any Lender
of offset, set-off, Banker’s lien, or similar rights against any deposit account or other property
or asset of Borrower whether or not located in California or another state with certain laws
restricting Lenders from pursuing multiple collection methods, could result under such laws in
significant impairment of the ability of all Lenders to recover any further amounts in respect of
the Loan. Therefore, each Lender agrees not to charge or offset any amount owed to it by Borrower
against any of the accounts, property or assets of Borrower or any of its Affiliates held by such
Lender, without the prior written approval of Administrative Agent and the Required Lenders.
Notwithstanding the foregoing, neither Administrative Agent nor any Lender nor any assignee or
Affiliate thereof (each a “Lender Party”) shall proceed directly, by right of set-off, banker’s
lien, counterclaim or otherwise, against any assets of Borrower or any Guarantor (including any
general or special, time or demand, provision or other deposits or other indebtedness owing by such
Lender Party to or for the credit or the account of Borrower or any Guarantor) for purposes of
applying such assets against the Indebtedness, without the prior written consent of all Lenders.



     6.8. Sharing of Payments. If, other than as expressly provided elsewhere herein, any
Lender shall obtain on account of the portions of the Loan advanced by it, or the participations
in L/C Obligations held by it, any payment (whether voluntary, involuntary, through the exercise
of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated
hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such
fact, and (b) purchase from the other Lenders such participations in the portions of the Loan made
by them and/or such subparticipations in the participations in the L/C Obligations held by them,
as the case may be, as shall be necessary to cause such purchasing Lender to share the excess
payment in respect of such portions of the Loan or such participations, as the case may be, pro
rata with each of them; provided, however, that if all or any portion of such excess
payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be
rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid
therefor, together with an amount equal to such paying Lender’s ratable share (according to the
proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount
so recovered from the purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered without further interest thereon.
The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the
fullest extent permitted by Law, exercise all its rights of payment (including the right of
set-off), but subject to Section 6.7 with respect to such participation as fully as if
such Lender were the direct creditor of the Borrower in the amount of such participation. The
Administrative Agent will keep records (which shall be conclusive and binding in the absence of
manifest error) of participations purchased under this Section and will in each case notify the
Lenders following any such purchases or repayments. Each Lender that purchases a participation
pursuant to this Section shall from and after such purchase have the right to give all notices,
requests, demands, directions and other communications under this Agreement with respect to the
portion of the Obligations purchased to the same extent as though the purchasing Lender were the
original owner of the Obligations purchased.



     6.9. Amendments; Survival. Administrative Agent and Lenders shall be entitled to
amend (whether pursuant to a separate intercreditor agreement or otherwise) any of the terms,
conditions or agreements set forth in Article 5 or as to any other matter in the Loan
Documents respecting payments to Administrative Agent or Lenders or the required number of the
Lenders to approve or disapprove any matter or to take or refrain from taking any action, without
the consent of Borrower or any other person or the execution by Borrower or any other person of
any such amendment or intercreditor agreement provided that such matter does not affect Borrower’s
rights or



PAGE 30



 









 





obligations. Subject to the foregoing, Administrative Agent may amend or waive any provision of
this Agreement or any other Loan Document, or consent to any departure by any party to the Loan
Documents therefrom which amendment, waiver or consent is intended to be within Administrative
Agent’s discretion or determination, or otherwise in Administrative Agent’s reasonable
determination shall not have a Material Adverse Effect; provided, however, that otherwise
no such amendment, waiver or consent shall be effective unless in writing, signed by the Required
Lenders and Borrower or the applicable party to the Loan Documents, as the case may be, and
acknowledged by Administrative Agent, and each such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given; and provided further
that no such amendment, waiver or consent shall:




          (a) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated
pursuant to Section 4.2), without the written consent of such Lender (it being understood
that a waiver of a Default shall not constitute an extension or increase in any Lender’s
Commitment);




          (b) postpone any date fixed by this Agreement or any other Loan Document for any payment of
principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under
any other Loan Document, without the written consent of each Lender directly affected thereby;




          (c) reduce the principal of, or the rate of interest specified herein on, any portion of the
Loan, or L/C Borrower, or any fees or other amounts payable hereunder or under any other Loan
Document, without the written consent of each Lender directly affected thereby; provided,
however, that the Administrative Agent may waive any obligation of the Borrower to pay
interest at the Past Due Rate and/or late charges for periods of up to thirty days, and only the
consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay
interest at the Past Due Rate or late charges thereafter, or to amend the definition of “Past Due
Rate” or “late charges”;




          (d) change the percentage of the combined Commitments or of the aggregate unpaid principal
amount of the Loan and L/C Obligations which is required for the Lenders or any of them to take
any action hereunder, without the written consent of each Lender;




          (e) change the definition of “Pro Rata Share” or “Required Lender” or any other provision
hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify
any rights hereunder or make any determination or grant any consent hereunder, without the written
consent of each Lender;




          (f) amend this Section, or Section 6.8, without the written consent of each
Lender;




          (g) release the liability of Borrower or any existing Guarantor without the written consent
of each Lender;




          (h) permit the sale, transfer, pledge, mortgage or assignment of any Loan collateral or any
direct or indirect interest in Borrower, except as expressly permitted under the Loan Documents,
without the written consent of each Lender; or




          (i) transfer or release any lien on, or after foreclosure or other acquisition of title by
Administrative Agent on behalf of the Lenders transfer or sell, any Loan collateral except as
permitted in Section 5.10, without the written consent of each Lender,



and provided further that (i) no amendment, waiver or consent shall, unless in writing and
signed by the L/C Issuer in addition to the Lenders required above affect the rights or duties of
the L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of
Credit issued or to be issued by it; and (ii) no amendment, waiver or consent shall, unless in
writing and signed by the Administrative Agent in addition to the Lenders required above, affect
the rights or duties of the Administrative Agent under this Agreement or any other Loan Document.
Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to
approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of
such Lender may not be increased without the consent of such Lender.



PAGE 31




 









 




This Agreement shall continue in full force and effect until the Indebtedness is paid in full and
all of Administrative Agent’s and Lenders’ obligations under this Agreement are terminated; and all
representations and warranties and all provisions herein for indemnity of the Indemnitees,
Administrative Agent and Lenders (and any other provisions herein specified to survive) shall
survive payment in full, satisfaction or discharge of the Indebtedness, the resignation or removal
of Administrative Agent or replacement of any Lender, and any release or termination of this
Agreement or of any other Loan Documents.




     6.10. Costs and Expenses. Without limiting any Loan Document and to the extent not
prohibited by applicable Laws, Borrower shall pay when due, shall reimburse to Administrative
Agent for the benefit of itself and Lenders on demand and shall indemnify Administrative Agent and
Lenders from, all out-of-pocket fees, costs, and expenses paid or incurred by Administrative Agent
in connection with the negotiation, preparation and execution of this Agreement and the other Loan
Documents (and any amendments, approvals, consents, waivers and releases requested, required,
proposed or done from time to time), or in connection with the disbursement, administration or
collection of the Loan or the enforcement of the obligations of Borrower or the exercise of any
right or remedy of Administrative Agent, including (a) all fees and expenses of Administrative
Agent’s counsel; (b) fees and charges of each Construction Consultant, inspector and engineer; (c)
appraisal, re-appraisal and survey costs; (d) title insurance charges and premiums; (e) title
search or examination costs, including abstracts, abstractors’ certificates and uniform commercial
code searches; (f) judgment and tax lien searches for Borrower and each Guarantor; (g) escrow
fees; (h) fees and costs of environmental investigations, site assessments and remediations; (i)
recordation taxes, documentary taxes, transfer taxes and mortgage taxes; (j) filing and recording
fees; and (k) loan brokerage fees. Borrower shall pay all costs and expenses incurred by
Administrative Agent, including reasonable attorneys’ fees, if the obligations or any part thereof
are sought to be collected by or through an attorney at law, whether or not involving probate,
appellate, administrative or bankruptcy proceedings. Borrower shall pay all costs and expenses of
complying with the Loan Documents, whether or not such costs and expenses are included in the
Budget. Borrower’s obligations under this Section shall survive the delivery of the Loan
Documents, the making of advances, the payment in full of the Indebtedness, the release or
reconveyance of any of the Loan Documents, the foreclosure of the Mortgage or conveyance in lieu
of foreclosure, any bankruptcy or other debtor relief proceeding, and any other event whatsoever.



     6.11. Tax Forms.



          (a) (i) Each Lender, and each holder of a participation interest herein, that is not a “United
States person” (a “Foreign Lender”) within the meaning of Section 7701(a)(30) of the Code
shall deliver to Administrative Agent, prior to receipt of any payment subject to withholding (or
upon accepting an assignment or receiving a participation interest herein), two duly signed
completed copies of either Form W-8BEN or any successor thereto (relating to such Foreign Lender
and entitling it to a complete exemption from withholding on all payments to be made to such
Foreign Lender by Borrower pursuant to this Agreement) or Form W-8ECI or any successor thereto
(relating to all payments to be made to such Foreign Lender by Borrower pursuant to this Agreement)
of the United States Internal Revenue Service or such other evidence satisfactory to Borrower and
Administrative Agent that such Foreign Lender is entitled to an exemption from or reduction of,
United States withholding tax, including any exemption pursuant to Section 881(c) of the Code.
Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to
Administrative Agent such additional duly completed and signed copies of one of such forms (or such
successor forms as shall be adopted from time to time by the relevant United States taxing
authorities) as may then be available under then current United States Laws and regulations to
avoid, or such evidence as is satisfactory to Borrower and Administrative Agent of any available
exemption from or reduction of, United States withholding taxes in respect of all payments to be
made to such Foreign Lender by Borrower pursuant to the Loan Documents, (B) promptly notify
Administrative Agent of any change in circumstances which would modify or render invalid any
claimed exemption or reduction, and (C) take such steps as shall not be materially disadvantageous
to it, in the reasonable judgment of such Lenders, and as may be reasonably necessary (including
the re-designation of its Lending Office, if any) to avoid any requirement of applicable Laws that
Borrower make any deduction or withholding for taxes from amounts payable to such Foreign Lender.





          (ii) Each Foreign Lender, to the extent it does not act or ceases to act for its own
account with respect to any portion of any sums paid or payable to such Lender under any of
the Loan Documents (for example, in the case of a typical participation by such Lender),
shall deliver to the Administrative Agent on the date when such Foreign Lender ceases to
act for its own account with respect



PAGE 32



 









 







to any portion of any such sums paid or payable, and at such other times as may be
necessary in the determination of the Administrative Agent (in the reasonable exercise of
its discretion), (A) two duly signed completed copies of the forms or statements required
to be provided by such Lender as set forth above, to establish the portion of any such sums
paid or payable with respect to which such Lender acts for its own account that is not
subject to U.S. withholding tax, and (B) two duly signed completed copies of United States
Internal Revenue Service Form W-8IMY (or any successor thereto), together with any
information such Lender chooses to transmit with such form, and any other certificate or
statement of exemption required under the Code, to establish that such Lender is not acting
for its own account with respect to a portion of any such sums payable to such Lender.




          (iii) The Borrower shall not be required to pay any additional amount to any Foreign
Lender under Section 1.11 or pay or reimburse Administrative Agent or any of the
Lenders, (A) with respect to any Taxes required to be deducted or withheld on the basis of
the information, certificates or statements of exemption such Lender transmits with an
United States Internal Revenue Service Form W-8IMY pursuant to this subsection (a) of this
Section, or (B) if such Lender shall have failed to satisfy the foregoing provisions of
this subsection (a); provided that if such Lender shall have satisfied the
requirement of this subsection (a) on the date such Lender became a Lender or ceased to act
for its own account with respect to any payment under any of the Loan Documents, nothing in
this subsection (a) shall relieve the Borrower of its obligation to pay any amounts
pursuant to Section 1.11 in the event that, as a result of any change in any
applicable law, treaty or governmental rule, regulation or order, or any change in the
interpretation, administration or application thereof, such Lender is no longer properly
entitled to deliver forms, certificates or other evidence at a subsequent date establishing
the fact that such Lender or other person for the account of which such Lender receives any
sums payable under any of the Loan Documents is not subject to withholding or is subject to
withholding at a reduced rate.




          (iv) The Administrative Agent may, without reduction, withhold any Taxes required to
be deducted and withheld from any payment under any of the Loan Documents with respect to
which the Borrower is not required to pay additional amounts under this subsection (a).



          (b) Upon the request of Administrative Agent, each Lender that is a “United States person”
within the meaning of Section 7701(a)(30) of the Code shall deliver to Administrative Agent two
duly signed completed copies of United States Internal Revenue Service Form W-9. If such Lender
fails to deliver such forms, then Administrative Agent may withhold from any interest payment to
such Lender an amount equivalent to the applicable back-up withholding tax imposed by the Code,
without reduction.




          (c) If any Tribunal asserts that Administrative Agent did not properly withhold or backup
withhold, as the case may be, any tax or other amount from payments made to or for the account of
any Lender, such Lender shall indemnify Administrative Agent therefor, including all penalties and
interest and costs and expenses (including attorney fees) of Administrative Agent. The obligation
of Lenders under this subsection shall survive the removal or replacement of a Lender, the payment
of all Indebtedness and the resignation or replacement of Administrative Agent.




     6.12. Further Assurances. Borrower will, upon Administrative Agent’s request, (a)
promptly correct any defect, error or omission in any Loan Document; (b) execute, acknowledge,
deliver, procure, record or file such further instruments and do such further acts as
Administrative Agent deems necessary, desirable or proper to carry out the purposes of the Loan
Documents and to identify and subject to the liens and security interest of the Loan Documents any
property intended to be covered thereby, including any renewals, additions, substitutions,
replacements, or appurtenances to the Property; (c) execute, acknowledge, deliver, procure, file
or record any document or instrument Administrative Agent deems necessary, desirable, or proper to
protect the liens or the security interest under the Loan Documents against the rights or
interests of third persons; and (d) provide such certificates, documents, reports, information,
affidavits and other instruments and do such further acts deemed necessary, desirable or proper by
Administrative Agent to comply with the requirements of any agency having jurisdiction over
Administrative Agent. In addition, at any time, and from time to time, upon request by
Administrative Agent or any Lender, Borrower will, at Borrower’s expense, provide any and all
further instruments, certificates and other documents as may, in the opinion of Administrative
Agent or such Lender, be necessary or



PAGE 33



 









 




desirable in order to verify the Borrower’s identity and background in a manner satisfactory to
Administrative Agent or such Lender.




     6.13. Inducement to Lenders. The representations and warranties contained in this
Agreement and the other Loan Documents (a) are made to induce Lenders to make the Loan and extend
any other credit to or for the account of the Borrower pursuant hereto, and Administrative Agent
and Lenders are relying thereon, and will continue to rely thereon, and (b) shall survive any
bankruptcy proceedings involving Borrower, any Guarantor or the Property, foreclosure, or
conveyance in lieu of foreclosure.



     6.14. Forum. Each party to this Agreement hereby irrevocably submits generally and
unconditionally for itself and in respect of its property to the jurisdiction of any state court,
or any United States federal court, sitting in the State specified in Section 6.2 of this
Agreement and to the jurisdiction of any state court or any United States federal court, sitting in
the state in which any of the Property is located, over any suit, action or proceeding arising out
of or relating to this Agreement or the Indebtedness. Each party to this Agreement hereby
irrevocably waives, to the fullest extent permitted by Law, any objection that they may now or
hereafter have to the laying of venue in any such court and any claim that any such court is an
inconvenient forum. Each party to this Agreement hereby agrees and consents that, in addition to
any methods of service of process provided for under applicable Law, all service of process in any
such suit, action or proceeding in any state court, or any United States federal court, sitting in
the state specified in Section 6.2 may be made by certified or registered mail, return
receipt requested, directed to such party at its address for notice stated in the Loan Documents,
or at a subsequent address of which Administrative Agent received actual notice from such party in
accordance with the Loan Documents, and service so made shall be complete on the date of delivery
as shown on the return receipt. Nothing herein shall affect the right of Administrative Agent to
serve process in any manner permitted by Law or limit the right of Administrative Agent to bring
proceedings against any party in any other court or jurisdiction.



     6.15. Interpretation. References to “Dollars,” “$,” “money,”
“payments” or other similar financial or monetary terms are references to lawful money of
the United States of America. References to Articles, Sections, and Exhibits are, unless specified
otherwise, references to articles, sections and exhibits of this Agreement. Words of any gender
shall include each other gender. Words in the singular shall include the plural and words in the
plural shall include the singular. References to Borrower or Guarantor shall mean, each person
comprising same, jointly and severally. References to “persons” shall include both natural
persons and any legal entities, including public or governmental bodies, agencies or
instrumentalities. The words “include” and “including” shall be interpreted as if
followed by the words “without limitation”. Captions and headings in the Loan Documents
are for convenience only and shall not affect the construction of the Loan Documents.



     6.16. No Partnership, etc. The relationship between Lenders (including Administrative
Agent) and Borrower is solely that of lender and borrower. Neither Administrative Agent nor any
Lender has any fiduciary or other special relationship with or duty to Borrower and none is
created by the Loan Documents. Nothing contained in the Loan Documents, and no action taken or
omitted pursuant to the Loan Documents, is intended or shall be construed to create any
partnership, joint venture, association, or special relationship between Borrower and
Administrative Agent or any Lender or in any way make Administrative Agent or any Lender a
co-principal with Borrower with reference to the Project, the Property or otherwise. In no event
shall Administrative Agent’s or Lenders’ rights and interests under the Loan Documents be
construed to give Administrative Agent or any Lender the right to control, or be deemed to
indicate that Administrative Agent or any Lender is in control of, the business, properties,
management or operations of Borrower.



     6.17. Records. The unpaid amount of the Loan and the amount of any other credit
extended by Administrative Agent or Lenders to or for the account of Borrower set forth on the
books and records of Administrative Agent shall be presumptive evidence of the amount thereof
owing and unpaid, but failure to record any such amount on Administrative Agent’s books and
records shall not limit or affect the obligations of Borrower under the Loan Documents to make
payments on the Loan when due.



     6.18. Commercial Purpose. Borrower warrants that the Loan is being made solely to
acquire or carry on a business or commercial enterprise, and/or Borrower is a business or
commercial organization. Borrower further warrants that all of the proceeds of this Loan shall be
used for commercial purposes and stipulates that the Loan




PAGE 34



 









 




shall be construed for all purposes as a commercial loan, and is made for other than personal,
family, household or agricultural purposes.




     6.19. WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT WAIVES TRIAL BY JURY IN ANY
ACTION OR PROCEEDING TO WHICH THEY MAY BE A PARTY, ARISING OUT OF, IN CONNECTION WITH OR IN ANY
WAY PERTAINING TO, ANY NOTE, THE LOAN AGREEMENT, THE MORTGAGE OR ANY OF THE OTHER LOAN DOCUMENTS.
IT IS AGREED AND UNDERSTOOD THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS
AGAINST ALL PARTIES TO SUCH ACTION OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT
PARTIES TO ANY NOTE. THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY EACH PARTY TO
THIS AGREEMENT, AND THEY HEREBY REPRESENT THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN
MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY
ITS EFFECT. EACH PARTY FURTHER REPRESENTS AND WARRANTS THAT IT HAS BEEN REPRESENTED IN THE
EXECUTION OF THE LOAN DOCUMENTS AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, OR
HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE
WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.



     6.20. Service of Process. Borrower hereby consents to process being served in any
suit, action, or proceeding instituted in connection with this Loan by (a) the mailing of a copy
thereof by certified mail, postage prepaid, return receipt requested, to Borrower and (b) serving
a copy thereof upon the agent designated and appointed by Borrower as Borrower’s agent for service
of process. Borrower irrevocably agrees that such service shall be deemed to be service of process
upon Borrower in any such suit, action, or proceeding. Nothing in any Note shall affect the right
of Administrative Agent to serve process in any manner otherwise permitted by Law and nothing in
any Note will limit the right of Administrative Agent on behalf of the Lenders otherwise to bring
proceedings against Borrower in the courts of any jurisdiction or jurisdictions.



     6.21. USA Patriot Act Notice. Each Lender and the Administrative Agent (for itself and
not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the
USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is
required to obtain, verify and record information that identifies the Borrower, which information
includes the name and address of the Borrower and other information that will allow such Lender or
the Administrative Agent, as applicable, to identify the Borrower in accordance with the Act.



     6.22. Entire Agreement. The Loan Documents constitute the entire understanding and
agreement between Borrower, Administrative Agent and Lenders with respect to the transactions
arising in connection with the Loan, and supersede all prior written or oral understandings and
agreements between Borrower, Administrative Agent and Lenders with respect to the matters
addressed in the Loan Documents. In particular, and without limitation, the terms of any
commitment letter, letter of intent or quote letter by Administrative Agent or any Lender to make
the Loan are merged into the Loan Documents. Neither Administrative Agent nor any Lender has made
any commitments to extend the term of the Loan past its stated maturity date or to provide
Borrower with financing except as set forth in the Loan Documents. Except as incorporated in
writing into the Loan Documents, there are not, and were not, and no persons are or were
authorized by Administrative Agent or any Lender to make, any representations, understandings,
stipulations, agreements or promises, oral or written, with respect to the matters addressed in
the Loan Documents.



     6.23. Dispute Resolution.



          (a) Arbitration. Except to the extent expressly provided below, any Dispute
shall, upon the
request of any party, be determined by binding arbitration in accordance with the Federal
Arbitration Act, Title 9, United States Code (or if not applicable, the applicable state law), the
then-current rules for arbitration of financial services disputes of AAA and the “Special Rules”
set forth below. In the event of any inconsistency, the Special Rules shall control. The filing of
a court action is not intended to constitute a waiver of the right of Borrower, Administrative
Agent or any Lender, including the suing party, thereafter to require submittal of the Dispute to






PAGE 35




 









 







arbitration. Except to the extent expressly provided below, any party to this Agreement may bring
an action, including a summary or expedited proceeding, to compel arbitration of any Dispute in
any court having jurisdiction over such action. For the purposes of this Dispute Resolution
Section only, the terms “party” and “parties” shall include any parent corporation, subsidiary or
affiliate of Administrative Agent involved in the servicing, management or administration of any
obligation described in or evidenced by this Agreement, together with the officers, employees,
successors and assigns of each of the foregoing.




          (b) Special Rules.





          (i) The arbitration shall be conducted in any U.S. state where real or
tangible
personal property collateral is located, or if there is no such collateral, in the city and
county where Administrative Agent is located pursuant to its address for notice purposes in
this Agreement.




          (ii) The arbitration shall be administered by AAA, who will appoint an
arbitrator. If
AAA is unwilling or unable to administer or legally precluded from administering the
arbitration, or if AAA is unwilling or unable to enforce or legally precluded from enforcing
any and all provisions of this Dispute Resolution Section, then any party to this Agreement
may substitute, without the necessity of the agreement or consent of the other party or
parties, another arbitration organization that has similar procedures to AAA but that will
observe and enforce any and all provisions of this Dispute Resolution Section. All Disputes
shall be determined by one arbitrator; however, if the amount in controversy in a Dispute
exceeds Five Million Dollars ($5,000,000), upon the request of any party, the Dispute shall
be decided by three arbitrators (for purposes of this Agreement, referred to collectively as
the “arbitrator”).




          (iii) All arbitration hearings will be commenced within ninety (90) days of the demand
for arbitration and completed within ninety (90) days from the date of commencement;
provided, however, that upon a showing of good cause, the arbitrator shall be
permitted to extend the commencement of such hearing for up to an additional sixty (60)
days.




          (iv) The judgment and the award, if any, of the arbitrator shall be issued within
thirty (30) days of the close of the hearing. The arbitrator shall provide a concise
written statement setting forth the reasons for the judgment and for the award, if any. The
arbitration award, if any, may be submitted to any court having jurisdiction to be
confirmed and enforced, and such confirmation and enforcement shall not be subject to
arbitration.




          (v) The arbitrator will give effect to statutes of limitations and any
waivers thereof
in determining the disposition of any Dispute and may dismiss one or more claims in the
arbitration on the basis that such claim or claims is or are barred. For purposes of the
application of the statute of limitations, the service on AAA under applicable AAA rules of
a notice of Dispute is the equivalent of the filing of a lawsuit.




          (vi) Any dispute concerning this Dispute Resolution Section, including any such
dispute as to the validity or enforceability hereof or whether a Dispute is arbitrable,
shall be determined by the arbitrator; provided, however, that the arbitrator shall
not be permitted to vary the express provisions of these Special Rules or the Reservations
of Rights in subsection (c) below.




          (vii) The arbitrator shall have the power to award legal fees and costs pursuant to
the terms of this Agreement.




          (viii) The arbitration will take place on an individual basis without reference to,
resort to, or consideration of any form of class or class action.




          (ix) No arbitration arising out of or relating to this Agreement shall include, by
consolidation, joinder or in any other manner, an additional person or entity not a party
to this Agreement, except by written consent containing a specific reference to this
Agreement signed by the undersigned and




PAGE 36



 









 







any other person or entity sought to be joined. Consent to arbitration involving an
additional person or entity shall not constitute consent to arbitration of any claim,
dispute or other matter in question not described in the written consent or with a person or
entity not named or described therein. The foregoing agreement to arbitrate and other
agreements to arbitrate with an additional person or entity duly consented to by the parties
to this Agreement shall be specifically enforceable in accordance with applicable law in any
court having jurisdiction thereof.



          (c) Reservations of Rights. Nothing in this Agreement shall be deemed to (i) limit the
applicability of any otherwise applicable statutes of limitation and any waivers contained in this
Agreement, or (ii) apply to or limit the right of Administrative Agent or any Lender (A) to
exercise self help remedies such as (but not limited to) setoff, or (B) to foreclose judicially or
nonjudicially against any real or personal property collateral, or to exercise judicial or
nonjudicial power of sale rights, (C) to obtain from a court provisional or ancillary remedies such
as (but not limited to) injunctive relief, writ of possession, prejudgment attachment, or the
appointment of a receiver, or (D) to pursue rights against a party to this Agreement in a
third-party proceeding in any action brought against Administrative Agent or any Lender in a state,
federal or international court, tribunal or hearing body (including actions in specialty courts,
such as bankruptcy and patent courts). Subject to the terms of this Agreement, Administrative Agent
and any Lender may exercise the rights set forth in clauses (A) through (D), inclusive, before,
during or after the pendency of any arbitration proceeding brought pursuant to this Agreement.
Neither the exercise of self help remedies nor the institution or maintenance of an action for
foreclosure or provisional or ancillary remedies shall constitute a waiver of the right of any
party, including the claimant in any such action, to arbitrate the merits of the Dispute
occasioning resort to such remedies. No provision in the Loan Documents regarding submission to
jurisdiction and/or venue in any court is intended or shall be construed to be in derogation of the
provisions in any Loan Document for arbitration of any Dispute.




          (d) Conflicting Provisions for Dispute Resolution. If there is any conflict between
the terms, conditions and provisions of this Section and those of any other provision or agreement
for arbitration or dispute resolution, the terms, conditions and provisions of this Section shall
prevail as to any Dispute arising out of or relating to (i) this Agreement, (ii) any other Loan
Document, (iii) any related agreements or instruments, or (iv) the transaction contemplated herein
or therein (including any claim based on or arising from an alleged personal injury or business
tort). In any other situation, if the resolution of a given Dispute is specifically governed by
another provision or agreement for arbitration or dispute resolution, the other provision or
agreement shall prevail with respect to said Dispute.




          (e) Jury Trial Waiver in Arbitration. By agreeing to this Section, the parties
irrevocably and voluntarily waive any right they may have to a trial by jury in respect of any
Dispute.




          (f) The procedure described above will not apply if (1) the Claim, at the time of the
proposed submission to arbitration, arises from or relates to an obligation to Administrative
Agent and/or Lenders secured by real property; and (2) Administrative Agent and each Lender in
their sole and absolute discretion have not consented to submission of the Claim to arbitration.




          (g) To the extent any Claims are not arbitrated, to the extent permitted by law the Claims
shall be resolved in court by a judge without a jury, except any Claims which are brought in a
California state court may, at the election of Administrative Agent and each Lender, be determined
by judicial reference as described below.




          (h) Any Claim which is not arbitrated and which is brought in California state court
may, at
the joint election of Administrative Agent and each Lender, be resolved by general reference to a
referee (or a panel of referees) as provided in California Code of Civil Procedure (“CCP”) Section
638. The referee (or presiding referee of the panel) shall be a retired Judge or Justice. The
referee (or panel of referees) shall be selected by mutual written agreement of the parties. If
the parties do not agree, the referee shall be selected by the Presiding Judge of eth Court (or
his or her representative) as provided in CCP Section 638 and the following related sections. The
referee shall determine all issues in accordance with California rules of evidence and civil
procedure and other applicable laws, rules and regulations. The referee shall be empowered to
enter equitable as well as legal relief, provide all temporary or provisional remedies, enter
equitable orders that will be binding on the parties and rule on any motion which would be
authorized in a trial, including motions for summary judgment or summary







PAGE 37




 









 







adjudication. The aware that results from the decisions of the referee(s) will be entered as a
judgment in the court that appointed the referee, in accordance with the provisions of CCP Sections
644(a) and 645. The parties reserve the right to seek appellate review of any judgment or order,
including orders pertaining to class certification, to the same extent permitted in a court of law.



THE WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES.




[The balance of this page is intentionally left blank]




PAGE 38



 









 





     IN WITNESS WHEREOF, THIS CONSTRUCTION LOAN AGREEMENT is EXECUTED and DELIVERED UNDER SEAL
as of the date first appearing above.




	 	 	 	 	 	 	 	 	 

	WITNESS/ATTEST:	 	 	 	HF LOGISTICS-SKX T1, LLC,
	 	 	 	 	a Delaware limited liability company
	 
	 	 	 	 	 	 	 	 
	/s/ Mary S. Fredenburg	 	 	 	By: HF Logistics-SKX, LLC, a Delaware
	 
	 	 	 	 	 	 	 	 
	Name: Mary S. Fredenburg	 	 	 	limited liability company, its sole member
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By: HF Logistics I, LLC, a Delaware
limited liability company, its managing
member
	Borrower’s Address for Notices:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	HF Logistics-SKX T1, LLC

	 	 	 	 	 	By:
	 	/s/ Iddo Benzeevi
	 

	 	 	 	 	 	 	 	 
	c/o Highland Fairview Properties

	 	 	 	 	 	 	 	Iddo Benzeevi, President and
	14225 Corporate Way

	 	 	 	 	 	 	 	Chief Executive Officer
	Moreno Valley CA 92553
	 	 	 	 	 	 	 	 
	Telephone: (951) 867-5301
	 	 	 	 	 	 	 	 
	Facsimile: (951) 867-5302
	 	 	 	 	 	 	 	 
	Electronic Mail: [ILLEGIBLE].com
	 	 	 	 	 	 	 	 
	FEIN: 27-1865350
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	With a copy to:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	TG Services, Inc.
	 	 	 	 	 	 	 	 
	Stage Coach Run
	 	 	 	 	 	 	 	 
	East Brunswick, NJ 08816
	 	 	 	 	 	 	 	 
	Attn: James Licb, EVP
	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 

	 	 	 	 	BANK OF AMERICA, N.A.,
	 	 	 	 	a national banking association, individually as
	WITNESS/ATTEST:	 	 	 	Administrative Agent, L/C Issuer, and a Lender
	 
	 	 	 	 	 	 
	/s/ Xavier Arcentales

	 	 	 	By: 	 	/s/ [ILLEGIBLE]
	 

	 	 	 	 	 	 
	Name: Xavier Arcentales

	 	 	 	Name: 	 	[ILLEGIBLE] 
	 

	 	 	 	Title: 	 	Senior Vice President 
	 
	 	 	 	 	 	 
	 	 	 	 	RAYMOND JAMES BANK, FSB.
	WITNESS/ATTEST:	 	 	 	as a Lender
	 
	 	 	 	 	 	 
	/s/ [ILLEGIBLE]

	 	 	 	By:	 	/s/ Jennifer Ehrhart 
	 

	 	 	 	 	 	 
	Name: [ILLEGIBLE]

	 	 	 	Name: 	 	Jennifer Ehrhart  
	 

	 	 	 	Title: 	 	Senior Vice President 







PAGE 39



 









 






EXHIBIT “A” 




LEGAL DESCRIPTION OF LAND


Real property in the City of Moreno Valley, County of Riverside, State of California, described as
follows:



PARCEL 1:



THAT CERTAIN PARCEL SHOWN AND DESCRIBED AS “PROPOSED PARCEL C” BEING SET FORTH, DESCRIBED AND
CREATED BY THAT CERTAIN LOT LINE ADJUSTMENT NO. 1005 / AND CERTIFICATE OF COMPLIANCE RECORDED MARCH
29, 2010 AS DOCUMENT NO. 2010-0140636 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF
RIVERSIDE COUNTY, CALIFORNIA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:



THOSE PORTIONS OF LOTS 2 AND 7, IN BLOCK 34 OF MAP NO. 1 OF BEAR VALLEY AND ALESSANDRO DEVELOPMENT
COMPANY, IN THE CITY OF MORENO VALLEY, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP
ON FILE IN BOOK 11 OF MAPS, PAGE 10, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAN
BERNARDINO COUNTY, CALIFORNIA, TOGETHER WITH THAT PORTION OF FIR AVENUE, VACATED BY RESOLUTION OF
THE BOARD OF SUPERVISORS OF RIVERSIDE COUNTY RECORDED MARCH 27, 1962 AS FILE NO. 27882 OF OFFICIAL
RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, LYING BETWEEN REDLANDS BOULEVARD AND SINCLAIR STREET, AS
SAID STREETS ARE SHOWN ON THE MAP OF SAID TRACT, DESCRIBED AS FOLLOWS:



COMMENCING AT THE SOUTHWESTERLY CORNER OF SAID LOT 7, BEING ALSO THE CENTERLINE OF FIR AVENUE
(VACATED); THENCE ALONG THE SOUTHERLY LINE OF SAID LOT 7 AND THE CENTERLINE OF FIR AVENUE
(VACATED) SOUTH 89 DEGREES 33"11' EAST 288.98 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH
1280.03 FEET TO THE NORTHERLY LINE OF SAID LOT 2, BEING ALSO THE SOUTHERLY LINE OF GREVILLEA
AVENUE (80 FEET WIDE) AS SHOWN ON SAID MAP NO. 1 OF BEAR VALLEY AND ALESSANDRO DEVELOPMENT COMPANY
(NOW THE SOUTHERLY LINE OF STATE HIGHWAY 60); THENCE ALONG THE NORTHERLY LINE OF SAID LOT 2 AND
THE SOUTHERLY LINE OF GREVILLEA AVENUE SOUTH 89 DEGREES 33"13' EAST 381.32 FEET TO THE
NORTHEASTERLY CORNER OF SAID LOT 2; THENCE ALONG THE EASTERLY LINES OF SAID LOT 2 AND SAID LOT 7
SOUTH 00 DEGREES 27"17' WEST 1280.00 FEET TO SAID SOUTHERLY LINE OF LOT 7 AND SAID CENTERLINE OF
FIR AVENUE (VACATED); THENCE ALONG SAID SOUTHERLY LINE OF LOT 7 AND SAID CENTERLINE OF FIR AVENUE
(VACATED) NORTH 89 DEGREES 33"11' WEST 371.16 FEET TO THE TRUE POINT OF BEGINNING.



CONTAINING AN AREA OF 11.056 ACRES, MORE OR LESS.



PARCEL 2:



THAT CERTAIN PARCEL SHOWN AND DESCRIBED AS “PROPOSED PARCEL A” BEING SET FORTH, DESCRIBED AND
CREATED BY THAT CERTAIN LOT LINE ADJUSTMENT NO. 1004 / AND CERTIFICATE OF COMPLIANCE RECORDED
MARCH 29, 2010 AS DOCUMENT NO. 2010-0140637 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY
RECORDER OF RIVERSIDE COUNTY, CALIFORNIA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:



THOSE PORTIONS OF LOTS 1, 2 AND 8 IN BLOCK 33 OF BEAR VALLEY AND ALESSANDRO DEVELOPMENT COMPANY,
IN THE CITY OF MORENO VALLEY, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN
BOOK 11 OF MAPS, PAGE 10, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAN BERNARDINO COUNTY,
CALIFORNIA, DESCRIBED AS FOLLOWS:




EXHIBIT A, PAGE 1




 









 




BEGINNING AT THE SOUTHWESTERLY CORNER OF SAID LOT 8; THENCE ALONG THE SOUTHERLY LINE OF SAID
LOT 8, BEING ALSO THE NORTHERLY LINE OF FIR AVENUE (80 FEET WIDE)
SOUTH 89 DEGREES 33"11' EAST
130.38 FEET; THENCE LEAVING SAID SOUTHERLY LINE OF LOT 8 AND SAID NORTHERLY LINE OF FIR AVENUE,
NORTH 854.59 FEET TO A POINT ON A NON-TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF
497.00 FEET, A RADIAL LINE OF SAID CURVE FROM SAID POINT BEARS NORTH
15 DEGREES 41'23" EAST; THENCE
ALONG SAID CURVE NORTHWESTERLY 103.15 FEET THROUGH A CENTRAL ANGLE OF 11 DEGREES 53'28"; THENCE
TANGENT FROM SAID CURVE NORTH 62 DEGREES 25'09" WEST 49.57 FEET; THENCE NORTH 56 DEGREES 42'31"
WEST 120.60 FEET; THENCE NORTH 62 DEGREES 25'09" WEST 222.69 FEET TO THE BEGINNING OF A TANGENT
CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 800.00 FEET; THENCE ALONG SAID CURVE
NORTHWESTERLY 310.88 FEET THROUGH A CENTRAL ANGLE OF 22 DEGREES 15'55"; THENCE TANGENT FROM SAID
CURVE NORTH 84 DEGREES 41'04" WEST 47.33 FEET TO THE WESTERLY LINE OF SAID LOT 2; THENCE ALONG THE
WESTERLY AND SOUTHERLY LINES OF SAID LOT 2, AND THE WESTERLY LINE OF LOT 8 THE FOLLOWING COURSES:
SOUTH 00 DEGREES 27'24" WEST 550.52 FEET; THENCE SOUTH 89 DEGREES 33'12" EAST 660.21 FEET; THENCE
SOUTH 00 DEGREES 27'19" WEST 620.01 FEET TO THE POINT OF BEGINNING.



CONTAINING AN AREA OF 9.396 ACRES, MORE OR LESS.



PARCEL A:



LOTS 1 AND 8 OF BLOCK 34, MAP NO. 1, OF BEAR VALLEY AND ALESSANDRO DEVELOPMENT COMPANY, IN THE
CITY OF MORENO VALLEY, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 11,
PAGE 10 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAN BERNARDINO COUNTY.



TOGETHER WITH THAT PORTION OF FIR AVENUE, VACATED BY RESOLUTION OF THE BOARD OF SUPERVISORS OF
RIVERSIDE COUNTY RECORDED MARCH 27, 1962 AS FILE NO. 27882 OF OFFICIAL RECORDS OF RIVERSIDE
COUNTY, CALIFORNIA, LYING BETWEEN REDLANDS BOULEVARD, AND SINCLAIR STREET AS SAID STREETS ARE
SHOWN ON THE MAP OF SAID TRACT.



ALSO TOGETHER WITH THAT PORTION OF SINCLAIR STREET ADJACENT ON THE EAST, AS REJECTED FOR
DEDICATION BY THE CITY OF MORENO VALLEY PURSUANT TO THE TERMS AND PROVISIONS OF A DOCUMENT
RECORDED MARCH 31, 2010 AS DOCUMENT NO. 2010-0144493 OF OFFICIAL RECORDS, IN THE OFFICE OF THE
COUNTY RECORDER OF RIVERSIDE COUNTY, CALIFORNIA.



PARCEL B:



PARCELS 1 AND 2 OF PARCEL MAP 12975, IN THE CITY OF MORENO VALLEY, COUNTY OF RIVERSIDE, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 72, PAGE 47 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF RIVERSIDE COUNTY.



ALSO TOGETHER WITH THAT PORTION OF SINCLAIR STREET ADJACENT ON THE WEST, AS REJECTED FOR
DEDICATION BY THE CITY OF MORENO VALLEY PURSUANT TO THE TERMS AND PROVISIONS OF A DOCUMENT
RECORDED MARCH 31, 2010 AS DOCUMENT NO. 2010-0144493 OF OFFICIAL RECORDS, IN THE OFFICE OF THE
COUNTY RECORDER OF RIVERSIDE COUNTY, CALIFORNIA.



PARCEL C:



LOT 4 IN BLOCK 33 OF MAP NO. 1 OF THE LANDS OF THE BEAR VALLEY AND ALESSANDRO DEVELOPMENT COMPANY,
IN THE CITY OF MORENO VALLEY, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN
BOOK 11, PAGE 10 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAN BERNARDINO COUNTY,
CALIFORNIA.







PAGE 2




 









 







EXCEPTING THEREFROM THAT PORTION DESCRIBED AS FOLLOWS:




BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 4;

THENCE EASTERLY ON THE NORTHERLY LINE OF SAID LOT 257.00 FEET;

THENCE AT RIGHT ANGLES SOUTHERLY 398.00 FEET;

THENCE AT RIGHT ANGLES WESTERLY 257.00 FEET, TO THE WESTERLY LINE OF SAID LOT;

THENCE NORTHERLY, ON THE WESTERLY LINE OF SAID LOT, 398.00 FEET, TO THE POINT OF BEGINNING.



ALSO TOGETHER WITH THAT PORTION OF SINCLAIR STREET ADJACENT ON THE WEST, AS REJECTED FOR DEDICATION
BY THE CITY OF MORENO VALLEY PURSUANT TO THE TERMS AND PROVISIONS OF A DOCUMENT RECORDED MARCH 31,
2010 AS DOCUMENT NO. 2010-0144493 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF
RIVERSIDE COUNTY, CALIFORNIA.



PARCEL D:



ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, DESCRIBED
AS FOLLOWS:



LOTS 3 AND 6 OF BLOCK 33 OF MAP NO. 1 OF BEAR VALLEY AND ALESSANDRO DEVELOPMENT COMPANY, IN THE
CITY OF MORENO VALLEY, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 11,
PAGE(S) 10, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAN BERNARDINO COUNTY.



PARCEL E:



LOT 7 IN BLOCK 33, OF MAP NO. 1 OF BEAR VALLEY AND ALESSANDRO DEVELOPMENT COMPANY, IN THE COUNTY OF
RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 11, PAGE 10 OF MAPS, IN THE OFFICE
OF THE COUNTY RECORDER OF SAN BERNARDINO COUNTY, CALIFORNIA.



PARCEL F:



ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, DESCRIBED
AS FOLLOWS:



LOT 5 OF BLOCK 33 OF MAP NO. 1 OF BEAR VALLEY AND ALESSANDRO DEVELOPMENT CO., IN THE CITY OF
MORENO VALLEY, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 11, PAGE 10
OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAN BERNARDINO COUNTY.



ALSO TOGETHER WITH THAT PORTION OF SINCLAIR STREET ADJACENT ON THE WEST, AS REJECTED FOR
DEDICATION BY THE CITY OF MORENO VALLEY PURSUANT TO THE TERMS AND PROVISIONS OF A DOCUMENT
RECORDED MARCH 31, 2010 AS DOCUMENT NO. 2010-0144493 OF OFFICIAL RECORDS, IN THE OFFICE OF THE
COUNTY RECORDER OF RIVERSIDE COUNTY, CALIFORNIA.



PARCEL G:



ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, DESCRIBED
AS FOLLOWS:





PAGE 3





 









 







THE NORTHERLY 160.00 FEET OF THE WESTERLY 120.00 FEET OF LOT 4 IN BLOCK 33, AS PER MAP NO. 1 OF
BEAR VALLEY AND ALESSANDRO DEVELOPMENT COMPANY, IN THE CITY OF MORENO VALLEY, COUNTY OF RIVERSIDE,
STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 11, PAGE 10 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAN BERNARDINO COUNTY.



SAID NORTHERLY 160.00 FEET BEING MEASURED FROM THE SOUTHERLY LINE OF GREVILLEA AVENUE AS SHOWN ON
SAID MAP AND THE WESTERLY 120.00 FEET BEING MEASURED FROM THE EAST LINE OF SINCLAIR STREET AS SHOWN
ON SAID MAP.



ALSO TOGETHER WITH THAT PORTION OF SINCLAIR STREET ADJACENT ON THE WEST, AS REJECTED FOR DEDICATION
BY THE CITY OF MORENO VALLEY PURSUANT TO THE TERMS AND PROVISIONS OF A DOCUMENT RECORDED MARCH 31,
2010 AS DOCUMENT NO. 2010-0144493 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF
RIVERSIDE COUNTY, CALIFORNIA.



PARCEL AA:



TEMPORARY CONSTRUCTION EASEMENTS FOR GRADING PURPOSES, TOGETHER WITH THE RIGHT TO ENTER ON, ACROSS,
AND WITHIN THE REAL PROPERTY AS SHOWN THEREIN, FOR THE PURPOSE OF CONSTRUCTING THE PLANNED
IMPROVEMENTS AND ASSOCIATED SLOPE AND DRAINAGE AREA GRADING ADJACENT TO AND SOUTH OF EUCALYPTUS
AVENUE AS SHOWN ON ROUGH GRADING PLANS FOR CITY PROJECT NO. PA07-0090, ON FILE WITH THE CITY OF
MORENO VALLEY, AS IRREVOCABLY OFFERED TO HF LOGISTICS-SKX T1, LLC, BY THOSE CERTAIN TEMPORARY
CONSTRUCTION EASEMENTS RECORDED MARCH 26, 2010 AS DOCUMENT NO.’S 2010-0138030, 2010-0138031 AND
2010-0138032, ALL OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF RIVERSIDE COUNTY,
CALIFORNIA.





PAGE 4





 









 








EXHIBIT “B”




DEFINITIONS AND FINANCIAL STATEMENTS




	1.	 	DEFINITIONS: As used in this Agreement and the attached exhibits, the following terms
shall have the
following meanings:





     “AAA” means the American Arbitration Association, or any successor thereof.



     “Adjusted LIBOR Rate” means the quotient obtained by dividing (i) the applicable
London Interbank Offered Rate by (ii) 1.00 minus the LIBOR Reserve Percentage, where,




     “London Interbank Offered Rate” means, with respect to any applicable Interest
Period, the rate per annum equal to the British Bankers’ Association LIBOR Rate (“BBA
LIBOR”), as published by Reuters (or other commercially available source providing
quotations of BBA LIBOR as selected by Administrative Agent from time to time) at
approximately 11:00 a.m. London time two (2) London Banking Days before the commencement of
the Interest Period, for deposits in U.S. Dollars (for delivery on the first day of such
Interest Period) with a term equivalent to such Interest Period. If such rate is not
available at such time for any reason, then the rate for that Interest Period will be
determined by such alternate method as reasonably selected by Administrative Agent; and




     “LIBOR Reserve Percentage” means, with respect to any applicable Interest
Period, for any day that percentage (expressed as a decimal) which is in effect on such day,
as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement (including basic, supplemental, emergency,
special and marginal reserves) generally applicable to financial institutions regulated by
the Federal Reserve Board whether or not applicable to any Lender, in respect of
“Eurocurrency liabilities” (or in respect of any other category of liabilities which
includes deposits by reference to which the interest rate on LIBOR Rate Principal is
determined), whether or not any Lender has any Eurocurrency liabilities. The LIBOR Rate
shall be adjusted automatically as of the effective date of each change in the LIBOR Reserve
Percentage.



     “Administrative Agent” means Bank of America, N.A., in its capacity as administrative
agent under any of the Loan Documents, or any successor administrative agent.



     “Administrative Agent Advances” has the meaning set forth in Section 1.16 of
this Agreement.



     “Administrative Agent’s Office” means Administrative Agent’s address and, as
appropriate, account as set forth on the Schedule of Lenders, or such other address or account as
Administrative Agent hereafter may from time to time notify Borrower and Lenders.



     “Administrative Agent’s Time” means the time of day observed in the city where
Administrative Agent’s Office is located.



     “Advance Termination Date” means that date which is thirty (30) days prior to the
Maturity Date (or Extended Maturity Date, if applicable).



     “Affiliate” means any person directly or indirectly through one or more
intermediaries controlling, controlled by, or under direct or indirect common control with, such
person. A person shall be deemed to be “controlled by” any other person if such other person
possesses, directly or indirectly, power (a) to vote 10% or more of the securities (on a fully
diluted basis) having ordinary voting power for the election of directors or managing general
partners or the equivalent; or (b) to direct or cause the direction of the management and policies
of such person whether by contract or otherwise.



     “Agent-Related Persons” means Administrative Agent, together with its Affiliates
(including Arranger), and the officers, directors, employees, agents and attorneys-in-fact of such
persons and Affiliates.




EXHIBIT B, PAGE 1



 









 





     “Aggregate Commitments” means the Commitments of all the Lenders.



     “Aggregate Cost” has the meaning set forth in Section 1.4 of this Agreement.



     “Agreement” has the meaning set forth in the introductory paragraph of this
Agreement, and includes all exhibits attached hereto and referenced in Section 1.1.



     “Appraised Value” means Ninety Five Million and No/100 Dollars ($95,000,000.00).



     “Arranger” means Banc of America Securities LLC, in its capacity as sole lead arranger
and sole book manager.



     “Assignment and Assumption” means an Assignment and Assumption substantially in the
form of Exhibit “L”.



     “Base Rate” means, on any day, a simple rate per annum equal to the sum of the Prime
Rate for that day plus the Base Rate Margin. Without notice to Borrower or anyone else, the Base
Rate shall automatically fluctuate upward and downward as and in the amount by which the Prime
Rate fluctuates.



     “Base Rate Margin” means two and three quarters percent (2.75%) per annum.



     “Base Rate Principal” means, at any time, the Principal Debt minus the portion, if
any, of such Principal Debt which is LIBOR Rate Principal and Letters of Credit which have not
been drawn.



     “Borrower” has the meaning set forth in the introductory paragraph of this
Agreement.



     “Borrower’s Deposit” has the meaning set forth in Section 1.5 of this
Agreement.



     “Budget” means the budget and cost itemization for the Project attached as
Exhibit “D”.



     “Business Day” means any day other than a Saturday, Sunday or other day on which
commercial banks are authorized to close under the Laws of, or are in fact closed in, the state
where Administrative Agent’s Office is located.



     “Cash Collateralize” has the meaning set forth in Section 7 of Exhibit
“K”.



     “City” means the City of Moreno Valley, California.



     “Closing Checklist” means that certain Closing Requirements and Checklist setting
forth the conditions for closing the Loan and recording the Mortgage.



     “Code” has the meaning set forth in Section 2.15 of this Agreement.



     “Commitment” means, as to each Lender, its obligation to advance (a) its Pro Rata
Share of the Loan and (b) purchase participations in L/C Obligations in an aggregate principal
amount not exceeding the amount set forth opposite such Lender’s name on the Schedule of Lenders
at any one time outstanding, as such amount may be adjusted from time to time in accordance with
this Agreement.



     “Completion Date” means the earlier of (a) the date of completion of tenant
improvements pursuant to the terms and provisions of the Lease or (b) twenty (20) months after the
date of this Agreement.



     “Construction Commencement Date” means thirty (30) days after the date of this
Agreement.



     “Construction Consultant” means the construction consultant, if any, engaged by
Administrative Agent with respect to the Project.



EXHIBIT B, PAGE 2



 









 





     “Debtor Relief Laws” means the Bankruptcy Code of the United States of America, and
all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors,
moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws
of the United States or other applicable jurisdictions from time to time in effect and affecting
the rights of creditors generally.



     “Default” has the meaning set forth in Section 4.1 of this Agreement.



     “Defaulting Lender” means a Lender that fails to pay its Pro Rata Share of a Payment
Amount within five (5) Business Days after notice from Administrative Agent, until such Lender
cures such failure as permitted in this Agreement.



     “Defaulting Lender Amount” means the Defaulting Lender’s Pro Rata Share of a
Payment Amount.



     “Defaulting Lender Payment Amounts” means a Defaulting Lender Amount plus interest
from the date such Defaulting Lender Amount was funded by Administrative Agent and/or an Electing
Lender, as applicable, to the date such amount is repaid to Administrative Agent and/or such
Electing Lender, as applicable, at the rate per annum applicable to such Defaulting Lender Amount
under the Loan or otherwise at the Base Rate.



     “Deferred Up-Front Equity Cash” means that portion of the Up-Front Equity consisting
of the sum of NINE HUNDRED FORTY ONE THOUSAND TWO HUNDRED THIRTY SEVEN AND NO/100 DOLLARS
($941,237.00) in cash which shall be deposited into the Up-Front Equity Account in accordance with
the terms and conditions of this Agreement.



     “Dispute” means any controversy, claim or dispute between or among the parties to
this Agreement, including any such controversy, claim or dispute arising out of or relating to (a)
this Agreement, (b) any other Loan Document, (c) any related agreements or instruments, or (d) the
transaction contemplated herein or therein (including any claim based on or arising from an
alleged personal injury or business tort).



     “Draw Request” has the meaning set forth in Section 1 of Exhibit
“F”.



     “Eligible Assignee” has the meaning set forth in Section 6.5 of this
Agreement.



     “Environmental Agreement” means the Environmental Indemnification and Release
Agreement of even date herewith by and among Borrower, Guarantors and Administrative Agent for the
benefit of Lenders.



     “Excusable Delay” means a delay, not to exceed a total of sixty (60) days, caused by
unusually adverse weather conditions which have not been taken into account in the construction
schedule, fire, earthquake or other acts of God, strikes, lockouts, acts of public enemy, riots or
insurrections or any other unforeseen circumstances or events beyond the control of Borrower
(except financial circumstances or events or matters which may be resolved by the payment of
money), and as to which Borrower notifies Administrative Agent in writing within ten (10) days
after such occurrence; provided, however, no Excusable Delay shall extend the Completion
Date or suspend or abate any obligation of Borrower or any Guarantor or any other person to pay
any money.



     “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted
average of the rates on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank on
the Business Day next succeeding such day; provided that (a) if such day is not a Business
Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next
preceding Business Day as so published on the next succeeding Business Day, and (b) if no such
rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day
shall be the average rate (rounded upwards to the next higher 1/100 of 1%) charged to Bank of
America on such day on such transactions as determined by Administrative Agent.



     “Financial Statements” means (i) for each reporting party other than an individual, a
balance sheet, income statement, a reconciliation of changes in equity and liquidity verification,
annual statements of cash flow and amounts and sources of contingent liabilities, and unless
Administrative Agent otherwise consents, consolidated and consolidating statements if the
reporting party is a holding company or a parent of a subsidiary entity; and (ii) for each



EXHIBIT B, PAGE 3



 









 




reporting party who is an individual, a balance sheet, statements of amount and sources of
contingent liabilities, sources and uses of cash and liquidity verification and, unless
Administrative Agent otherwise consents, Financial Statements for each entity owned or jointly
owned by the reporting party. For purposes of this definition and any covenant requiring the
delivery of Financial Statements, each party for whom Financial Statements are required is a
“reporting party” and a specified period to which the required Financial Statements relate
is a “reporting period”.




     “Funding Date” means the date on which an advance of Loan Proceeds, Up-Front Equity
Cash or Borrower’s Deposit shall occur.



     “Guarantors” means collectively TG Development, Trans LP Holdings, LLC, a Delaware
limited liability company, Boca Ocean Holdings, LLC, a Delaware limited liability company, T/CAL
Holdings, LLC, a Delaware limited liability company, and Island Boulevard Holdings, LLC, a Delaware
limited liability company, jointly and severally (and each of the foregoing is referred to herein
as a “Guarantor”).



     “Improvements” means all on-site and off-site improvements to the Land for industrial
warehouse, office and retail use, to be constructed on the Land and expected to be Leadership in
Energy and Environmental Design certified, together with all fixtures, tenant improvements, and
appurtenances now or later to be located on the Land and/or in such improvements.



     “Indebtedness” means any and all indebtedness to Administrative Agent, or Lenders
evidenced, governed or secured by, or arising under, any of the Loan Documents, including the
Loan.



     “Indemnified Liabilities” has the meaning set forth in Section 6.1.



     “Initial Advance” means the first advance of Up-Front Equity Cash in an amount
requested by Borrower and approved by Administrative Agent in accordance with the terms and
conditions of this Agreement.



     “Initial Advance of Loan Proceeds” means the first advance of any of the Loan
Proceeds which shall be made in accordance with the terms and conditions of this Agreement.



     “Initial Up-Front Equity Cash” means that portion of the Up-Front Equity consisting
of the sum of TWENTY FOUR MILLION FIVE HUNDRED THOUSAND DOLLARS ($24,500,000.00) in cash which
shall be deposited on the date hereof into the Up-Front Equity Account pursuant to the terms and
conditions of this Agreement.



     “L/C Borrowing” means an extension of credit resulting from a drawing under any Letter
of Credit which has not been reimbursed on the date when made or refinanced as a Loan advance.



     “L/C Credit Extension” means, with respect to any Letter of Credit, the issuance
thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.



     “L/C Issuer” means Bank of America, N.A. in its capacity as issuer of Letters of
Credit hereunder or any successor issuer of Letter of Credit hereunder.



     “L/C Obligations” means, as at any date of determination, the aggregate undrawn face
amount of all outstanding Letters of Credit plus the aggregate of all L/C Borrowings.



     “Land” means the real property described in Exhibit “A”.



     “Laws” means all constitutions, treaties, statutes, laws, ordinances, regulations,
rules, orders, writs, injunctions, or decrees of the United States of America, any state or
commonwealth, any municipality, any foreign country, any territory or possession, or any Tribunal.



     “Lease” means, collectively, that certain Lease Agreement dated September 24, 2007 by
and between HF Logistics I, LLC, a Delaware limited liability company (the “Original
Landlord”), as landlord, and Skechers, as tenant, for the lease of the Improvements to be
constructed by Borrower in accordance with the terms and provisions of this Agreement, as modified
by that certain Amendment to Lease Agreement dated December 18, 2009 by and between







EXHIBIT B, PAGE 4



 









 







Original Landlord and Skechers, as assigned to Borrower pursuant to that certain Assignment of
Lease (Skechers Lease) dated April 12, 2010 executed by and between Original Landlord and Borrower,
and as further modified by that certain Second Amendment to Lease Agreement dated April 12, 2010
executed by and between Borrower and Skechers.




     “Lender” means each lender from time to time party to this Agreement and L/C Issuer.



     “Lending Office” means, as to any Lender, the office or offices of such Lender
described as such on the Schedule of Lenders, or such other office or offices as such
Lender may from time to time notify Borrower and Administrative Agent.



     “Letter of Credit” means any letter of credit issued hereunder.



     “Letter of Credit Application” means an application and agreement for the issuance or
amendment of a letter of credit in the form from time to time in use by the L/C Issuer.



     “Letter of Credit Expiration Date” means the day that is seven days prior to the
Maturity Date (or, if such day is not a Business Day, the next preceding Business Day).



     “Letter of Credit Sublimit” means an amount equal to NINETEEN MILLION DOLLARS
($19,000,000.00). The Letter of Credit Sublimit is a part of, and not in addition to, the
combined Commitments.



     “LIBOR Business Day” means a Business Day which is also a London Banking Day.



     “LIBOR Margin” means four and one half percent (4.5%) per annum.



     “LIBOR Rate” means for any applicable Interest Period for any LIBOR Rate Principal, a
simple rate per annum equal to the sum of the LIBOR Margin plus the Adjusted LIBOR Rate.



     “LIBOR Rate Principal” means any portion of the Principal Debt which bears interest
at an applicable LIBOR Rate at the time in question.



     “Loan” means the loan and Letters of Credit by Lenders to Borrower, in the amount of
lesser of (i) $55,000,000.00; (ii) 58% of the Appraised Value; (iii) the payment of 55% of the
costs incident to the Project as specified in the Budget; (iv) 1.40 times the coverage ratio using
stress tests of 8% rate, 30-year amortization and first year NOI as per the approved appraisal. In
the event the aggregate amount of the actual costs incident to the Project are less than the
aggregate amount specified in the Budget, the maximum amount described above shall be reduced by
the difference between the aggregate amount specified in the Budget and the aggregate amount of
such actual costs.



     “Loan Documents” means this Agreement (including all exhibits), the Mortgage, any
Note, the Environmental Agreement, any guaranty, financing statements, the Budget, each Draw
Request, any and all documents, instruments or agreements executed and delivered to evidence,
secure or in connection with all Letters of Credit, and such other documents evidencing, securing
or pertaining to the Loan as shall, from time to time, be executed and/or delivered by Borrower,
each of the Guarantors, or any other party to Administrative Agent or any Lender pursuant to this
Agreement, as they may be amended, modified, restated, replaced and supplemented from time to
time.



     “London Banking Day” means a day on which dealings in dollar deposits are conducted
by and between banks in the London interbank eurodollar market.



     “Material Adverse Effect” means (a) a material adverse change in, or a material
adverse effect upon, the Project, or the operations, business, properties, liabilities (actual or
contingent), condition (financial or otherwise) of the Borrower or the Borrower and its
Subsidiaries taken as a whole; (b) a material impairment of the ability of any party to the Loan
Documents to perform its obligations under any Loan Document to which it is a party; or (c) a
material adverse effect upon the legality, validity, binding effect or enforceability against any
party to the Loan Documents of any Loan Document to which it is a party.



EXHIBIT B, PAGE 5



 









 





     “Material Contract” means any contract for the performance of any work or the
supplying of any labor, materials or services which exceeds FIVE HUNDRED THOUSAND DOLLARS
($500,000.00) in total price.



     “Maturity Date” means twenty four (24) months from the date of this Agreement, as it
may be earlier terminated or extended in accordance with the terms hereof.



     “Mortgage” means the Construction Deed of Trust, Assignment of Rents and Security
Agreement and Fixture Filing dated of even date herewith, from Borrower to Administrative Agent,
securing repayment of the Indebtedness and Borrower’s performance of its other obligations to
Administrative Agent and Lenders under the Loan Documents, as amended, modified, supplemented,
restated and replaced from time to time.



     “Notes” means the Promissory Notes each dated of even date herewith executed by
Borrower and payable to the order of each Lender in the amount of each Lender’s Commitment and
collectively in the maximum principal amount of the Loan, substantially in the form of Exhibit
“M” as amended, modified, replaced, restated, extended or renewed from time to time.



     “Obligations” means all liabilities, obligations, covenants and duties of, any party
to a Loan Document arising under or otherwise with respect to any Loan Document, whether direct or
indirect (including those acquired by assumption), absolute or contingent, due or to become due,
now existing or hereafter arising and including interest and fees that accrue after the
commencement by or against any party to a Loan Document or any Affiliate thereof of any proceeding
under any Debtor Relief Laws naming such person as the debtor in such proceeding, regardless of
whether such interest and fees are allowed claims in such proceedings.



     “Payment Amount” means an advance of the Loan, an unreimbursed Administrative Agent
Advance, an unreimbursed Indemnified Liability, a reimbursement to L/C Issuer for an unreimbursed
drawing under a Letter of Credit or any other amount that a Lender is required to fund under this
Agreement.



     “Permitted Changes” means changes to the Plans or Improvements, including so-called
“field changes”, provided that the cost of any single change or extra does not exceed
FIFTY THOUSAND DOLLARS ($50,000.00) and the aggregate amount of all such changes and extras
(whether positive or negative) does not exceed FIVE HUNDRED THOUSAND DOLLARS ($500,000.00).



     “Plans” means the plans and specifications listed in Exhibit “E” and all
modifications thereof and additions thereto that are included as part of the Plans as the same
shall be approved by Administrative Agent in the exercise of its sole discretion in accordance with
the terms of this Agreement.



     “Potential Default” means any condition or event which with the giving of notice or
lapse of time or both would, unless cured or waived, become a Default.



     “Prime Rate” means, on any day, the rate of interest per annum then most recently
established by Administrative Agent as its “prime rate,” it being understood and agreed that such
rate is set by Administrative Agent as a general reference rate of interest, taking into account
such factors as Administrative Agent may deem appropriate, that it is not necessarily the lowest or
best rate actually charged to any customer or a favored rate, that it may not correspond with
future increases or decreases in interest rates charged by other lenders or market rates in
general, and that Administrative Agent may make various business or other loans at rates of
interest having no relationship to such rate. If Administrative Agent (including any subsequent
Administrative Agent) ceases to exist or to establish or publish a prime rate from which the Prime
Rate is then determined, the applicable variable rate from which the Prime Rate is determined
thereafter shall be instead the prime rate reported in The Wall Street Journal (or the
average prime rate if a high and a low prime rate are therein reported), and the Prime Rate shall
change without notice with each change in such prime rate as of the date such change is reported.



     “Principal Debt” means the aggregate unpaid principal balance of this Loan at the
time in question.



     “Pro Rata Share” means, with respect to each Lender at any time, a fraction expressed
as a percentage, the numerator of which is the amount of the Commitment of such Lender at such
time and the denominator of which is the amount of the Aggregate Commitments at such time or, if
the Aggregate Commitments have been terminated, a



EXHIBIT B, PAGE 6



 









 




fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of
which is the total outstanding amount of all Indebtedness held by such Lender at such time (taking
into account funded participations in L/C Obligations) and the denominator of which is the total
outstanding amount of all Indebtedness at such time. The initial Pro Rata Share of each Lender
named on the signature pages hereto is set forth opposite the name of that Lender on the
Schedule of Lenders.




     “Project” means the acquisition of the Land, the construction of the Improvements,
and if applicable, the leasing and operation of the Improvements.



     “Property” means the Land, the Improvements and all other property constituting the
“Mortgaged Property,” as described in the Mortgage, or subject to a right, lien or security
interest to secure the Loan pursuant to any other Loan Document.



     “Required Lenders” means as of any date of determination at least two Lenders having
at least 66-2/3% of the Aggregate Commitments or, if the Aggregate Commitments have been
terminated, at least two Lenders holding in the aggregate at least 66-2/3% of the total outstanding
amount of all Indebtedness (taking into account funded participations in L/C Obligations);
provided that the Commitment of, and the portion of the total outstanding amount of all
Indebtedness (taking into account funded participations in L/C Obligations) held by, any Defaulting
Lender shall be excluded for purposes of making a determination of Required Lenders.



     “Schedule of Lenders” means the schedule of Lenders party to this Agreement as set
forth on Exhibit “N”, as it may be modified from time to time in accordance with this
Agreement.



     “Skechers” means Skechers U.S.A., Inc., a Delaware corporation.



     “Stored Materials Advance Limit” means THREE MILLION DOLLARS ($3,000,000.00).



     “Subsidiary” means a corporation, partnership, joint venture, limited liability
company or other business entity of which a majority of the shares of securities or other
interests having ordinary voting power for the election of directors or other governing body
(other than securities or interests having such power only by reason of the happening of a
contingency) are at the time beneficially owned, or the management of which is otherwise
controlled, directly, or indirectly through one or more intermediaries.



     “Survey” means a survey prepared in accordance with Exhibit “G” or as
otherwise approved by Administrative Agent in its sole discretion.



     “Swap Contract” has the meaning set forth in the Mortgage.



     “Swap Transaction” has the meaning set forth in the Mortgage.



     “Taxes” has the meaning set forth in Section 1.11 of this Agreement.



     “TG Development” means TG Development Corp., a Delaware corporation.



     “Title Company” means First American Title Insurance Company.



     “Title Insurance” means the loan policy or policies of title insurance issued to
Administrative Agent for the benefit of Lenders by the Title Company, in an amount equal to the
maximum principal amount of the Loan, insuring the validity and priority of the Mortgage
encumbering the Land and Improvements for the benefit of Administrative Agent and Lenders.



     “Tribunal” means any state, commonwealth, federal, foreign, territorial or other
court or governmental department, commission, board, bureau, district, authority, agency, central
bank, or instrumentality, or any arbitration authority.




EXHIBIT B, PAGE 7



 











 





     “Up-Front Equity Account” means that certain deposit account number 1499708217 in
the name of Borrower established with Administrative Agent and under the control of Administrative
Agent into which the Up-Front Equity Cash has been deposited and which will be utilized by Borrower
to fund the Total Costs through the advance procedures set forth in Exhibit “F”.



     “Up-Front Equity Cash” means collectively, the Initial Up-Front Equity Cash and the
Deferred Up-Front Equity Cash.



2. FINANCIAL STATEMENTS:




     Borrower shall provide or cause to be provided to Administrative Agent with a copy for each
Lender all of the following:




(a) Financial Statements of Borrower (i) for each fiscal year as soon as reasonably
practicable and in any event within ninety (90) days after the close of each fiscal year.
Financial Statements of Borrower shall be certified by the manager (or managing member as
applicable) of the Borrower.




(b) Financial Statements of TG Development certified by the chief financial officer of TG
Development (i) for each fiscal year as soon as reasonably practicable and in any event
within ninety (90) days after the close of each fiscal year; (ii) for each calendar quarter
as soon as reasonably practicable and in any event within forty-five (45) days after the end
of each calendar quarter; provided that annual statements of cash flow and amounts and
sources of contingent liabilities shall only be provided annually.




(c) Financial Statements of TG Development which are consolidated and consolidating and
which include each of the other Guarantors certified by the chief financial officer of TG
Development (i) for each fiscal year as soon as reasonably practicable and in any event
within ninety (90) days after the close of each fiscal year; and (iv) for each calendar
quarter as soon as reasonably practicable and in any event within forty-five (45) days
after the end of each calendar quarter; provided that annual statements of cash flow and
amounts and sources of contingent liabilities shall only be provided annually.




(d) Prior to commencement of operations of the Improvements, a capital and operating budget
for the Property for its first fiscal year (or portion thereof) of operations; and after
commencement of operations in the Improvements: (i) prior to the beginning of each fiscal
year of Borrower, a capital and operating budget for the Property; and (ii) for each month
(and for the fiscal year through the end of that month) (A) a statement of all income and
expenses in connection with the Property, and (B) if requested by Administrative Agent, a
current leasing status report (including tenants’ names, occupied tenant space, lease
terms, rents, vacant space and proposed rents), including in each case a comparison to the
budget, as soon as reasonably practicable but in any event within fifteen (15) days after
the end of each such month, certified in writing as true and correct by a representative of
Borrower satisfactory to Administrative Agent. Items provided under this paragraph shall be
in form and detail satisfactory to Administrative Agent.




(e) Copies of filed federal and state income tax returns of Borrower and TG Development for
each taxable year, within twenty (20) days after filing but in any event not later than one
hundred twenty (120) days after the close of each such taxable year. Notwithstanding the
foregoing, in the event Borrower or TG Development timely files for an extension for the
filing of a federal or state income tax return and provides Administrative Agent with a
copy of the extension filing within five (5) days of filing same, a copy of the return
shall be provided to Administrative Agent five (5) days after the filing of such return but
in any event not later than the expiration of the applicable extension period.




(f) From time to time promptly after Administrative Agent’s request, such additional
information, reports and statements respecting the Property and the Improvements, or the
business operations and financial condition of each reporting party, as Administrative
Agent may reasonably request.


All Financial Statements shall be in form and detail satisfactory to Administrative Agent and shall
contain or be attached to the signed and dated written certification as required above in form
specified by Administrative Agent to




EXHIBIT B, PAGE 8




 









 




certify that the Financial Statements are furnished to Administrative Agent in connection with
the extension of credit by Lenders and constitute a true and correct statement of the reporting
party’s financial position.




EXHIBIT B, PAGE 9




 









 





EXHIBIT “C”




CONDITIONS PRECEDENT TO THE INITIAL ADVANCE



     As conditions precedent to the Initial Advance, if and to the extent required by
Administrative Agent, Administrative Agent shall have received and approved the following:



     1. Fees and Expenses. Any and all required commitment and other fees, and evidence
satisfactory to Administrative Agent that Borrower has paid all other fees, costs and expenses
(including the fees and costs of Administrative Agent’s counsel) then required to be paid pursuant
to this Agreement and all other Loan Documents, including, without limitation, all fees, costs and
expenses that Borrower is required to pay pursuant to any loan application or commitment.



     2. Financial Statements. The Financial Statements of Borrower and TG Development or
any other party required by any loan application or commitment or otherwise required by
Administrative Agent.



     3. Appraisal. A market value appraisal of the Property made within one hundred eighty
(180) days prior to the date of this Agreement, which appraises the Property on a “completed value”
basis at not less than the Appraised Value. The appraiser and appraisal must be satisfactory to
Administrative Agent (including satisfaction of applicable regulatory requirements) and the
appraiser must be engaged directly by Administrative Agent.



     4. Draw Schedule and Budget. Borrower’s proposed cash flow, draw schedule, and
construction schedule for the Project, and Administrative Agent shall be satisfied, in its sole
discretion, that the Improvements may be completed in accordance with the construction schedule
and for costs not exceeding those set forth in the Budget.



     5. Authorization. Evidence Administrative Agent requires of the existence, good
standing, authority and capacity of Borrower, Guarantors, and their respective constituent
partners, members, managers and owners (however remote) to execute, deliver and perform their
respective obligations to Administrative Agent and Lenders under the Loan Documents, including:



     (a) For each partnership (including a joint venture or limited partnership): (i) a true and
complete copy of an executed partnership agreement or limited partnership agreement, and all
amendments thereto; (ii) for each limited partnership, a copy of the certificate of limited
partnership and all amendments thereto accompanied by a certificate issued by the appropriate
governmental official of the jurisdiction of formation that the copy is true and complete, and
evidence Administrative Agent requires of registration or qualification to do business in the
state where Borrower’s principal place of business is located and the state where the Project is
located, and (iii) a partnership affidavit certifying who will be authorized to execute or attest
any of the Loan Documents, and a true and complete copy of the partnership resolutions approving
the Loan Documents and authorizing the transactions contemplated in this Agreement and the other
Loan Documents.



     (b) For each corporation: (i) a true and complete copy of its articles of incorporation and
by-laws, and all amendments thereto, a certificate of incumbency of all of its officers who are
authorized to execute or attest to any of the Loan Documents, and a true and complete copy of
resolutions approving the Loan Documents and authorizing the transactions contemplated in this
Agreement and the other Loan Documents; and (ii) certificates of existence, good standing and
qualification to do business issued by the appropriate governmental officials in the state of its
formation and, if different, the state in which the Project is located.



     (c) For each limited liability company or limited liability partnership: (i) a true and
complete copy of the articles of organization and operating agreement, and all amendments thereto,
a certificate of incumbency of all of its members who are authorized to execute or attest to any
of the Loan Documents, and a true and complete copy of resolutions approving the Loan Documents
and authorizing the transactions contemplated in this Agreement and the other Loan Documents; and
(ii) certificates of existence, good standing and qualification to do business issued by
appropriate governmental officials in the state of its formation and, if different, the state in
which the Property is located.



EXHIBIT C, PAGE 1




 









 





     (d) For each entity or organization that is not a corporation, partnership, limited
partnership, joint venture, limited liability company or limited liability partnership, a copy of
each document creating it or governing the existence, operation, power or authority of it or its
representatives.



     (e) All certificates, resolutions, and consents required by Administrative Agent applicable
to the foregoing.



     6. Loan Documents. From Borrower, Guarantors and each other person required by
Administrative Agent, duly executed, acknowledged and/or sworn to as required, and delivered to
Administrative Agent (with a copy for each Lender) all Loan Documents then required by
Administrative Agent, dated the date of this Agreement, each in form and content satisfactory to
Administrative Agent, and evidence Administrative Agent requires that the Mortgage has been
recorded in the official records of the city or county in which the Property is located and UCC-1
financing statements have been filed in all filing offices that Administrative Agent may require.



     7. Opinions. The written opinion of counsel satisfactory to Administrative Agent for
the Borrower, Guarantors, and any other persons or entities addressed to Administrative Agent for
the benefit of Lenders, dated the date of this Agreement.



     8. Survey; No Special Flood Hazard. (a) two (2) prints of an original survey (with a
copy for each Lender) of the Land and improvements thereon dated not more than sixty (60) days
prior to the date of this Agreement (or dated such earlier date, if any, as is satisfactory to the
Title Company, but in any event not more than one hundred eighty (180) days prior to the date of
this Agreement) satisfactory to Administrative Agent and the Title Company and otherwise, to the
extent required by Administrative Agent, complying with Exhibit “G”, and (b) a flood
insurance policy (with a copy for each Lender) in an amount equal to the lesser of the maximum
Loan amount or the maximum amount of flood insurance available under the Flood Disaster Protection
Act of 1973, as amended, and otherwise in compliance with the requirements of the Loan Documents,
or evidence satisfactory to Administrative Agent that none of the Land is located in a flood
hazard area.



     9. Title Insurance. An ALTA title insurance policy (or a title insurance commitment
marked through the Loan closing date with all Schedule B-1 requirements and standard exceptions
deleted), issued by the Title Company (which shall be approved by the Administrative Agent) in the
maximum amount of the Loan plus any other amount secured by the Mortgage, insuring that the
Mortgage constitutes a valid lien covering the Land and all Improvements thereon, having the
priority required by Administrative Agent and subject only to those exceptions and encumbrances
(regardless of rank or priority) Administrative Agent approves, in a form acceptable to
Administrative Agent, and with all “standard” exceptions which can be deleted, including the
exception for matters which a current survey would show, deleted to the fullest extent authorized
under applicable title insurance rules, and Borrower shall satisfy all requirements therefor
permitted; containing no exception for standby fees or real estate taxes or assessments other than
those for the year in which the closing occurs to the extent the same are not then due and payable
and endorsed “not yet due and payable” and no exception for subsequent assessments for prior years
(other than any lien of supplemental taxes assessed pursuant to California Revenue and Taxation
Code Section 75, et sq.); providing full coverage against mechanics’ and materialmens’ liens to the
extent authorized under applicable title insurance rules, and Borrower shall satisfy all
requirements therefor; insuring that no restrictive covenants shown in the Title Insurance have
been violated, and that no violation of the restrictions will result in a reversion or forfeiture
of title; insuring all appurtenant easements; insuring that fee simple indefeasible or marketable
(as coverage is available) fee simple title to the Land and Improvements is vested in Borrower;
containing such affirmative coverage and endorsements as Administrative Agent may require and are
available under applicable title insurance rules, and Borrower shall satisfy all requirements
therefor; insuring any easements, leasehold estates or other matters appurtenant to or benefiting
the Land and/or the Improvements as part of the insured estate; insuring the right of access to the
Land to the extent authorized under applicable title insurance rules, and Borrower shall satisfy
all requirements therefor; and containing provisions acceptable to Administrative Agent regarding
advances and/or readvances of Loan funds after closing. Borrower and Borrower’s counsel shall not
have any interest, direct or indirect, in the Title Company (or its agent) or any portion of the
premium paid for the Title Insurance.



     10. Plans. Two (2) true and correct copies of all existing Plans (including the site
plan), together with evidence satisfactory to Administrative Agent that all applicable
governmental authorities, Borrower, Borrower’s architect, engineer, and contractors and
Construction Consultant have approved the same.



EXHIBIT C, PAGE 2




 









 





     11. Contracts. If requested by Administrative Agent (a) a list containing the
names and addresses of all existing material contractors, architects, engineers, and other
suppliers of services and materials for the Project under any Material Contract, their respective
contract amounts, and a copy of their contracts; and (b) duly executed, acknowledged and delivered
originals from each contractor, architect, engineer, subcontractor, or supplier of services or
materials as may be required by Administrative Agent under any Material Contract, of (i) consents
or other agreements satisfactory to Administrative Agent and (ii) agreements satisfactory to
Administrative Agent subordinating all rights, liens, claims and charges they may have or acquire
against Borrower or the Property to the rights, liens and security interests of Lenders.



     12. Insurance Policies. The insurance policies initially required by Administrative
Agent, pursuant to the Loan Documents, together with evidence satisfactory to Administrative Agent
that all premiums therefor have been paid for a period of not less than one (1) year from the date
of this Agreement and that the policies are in full force and effect.



     13. Leases. If Exhibit “I” is attached hereto, (i) true and correct copies of
all leases and subleases, and guarantees thereof; (ii) estoppel certificates and subordination
non-disturbance and attornment agreements, dated within thirty (30) days prior to this Agreement in
form and content satisfactory to Administrative Agent, from the tenants and subtenants as
Administrative Agent requires; (iii) evidence satisfactory to Administrative Agent of Borrower’s
compliance with the leases; and (iv) evidence satisfactory to Administrative Agent of the tenants’
approval of all matters requiring their approval.



     14. Environmental Compliance/Report. Evidence satisfactory to Administrative Agent
that no portion of the Land is “wetlands” under any applicable Law and that the Land does not
contain and is not within or near any area designated as a hazardous waste site by any Tribunal,
that neither the Property nor any adjoining property contains or has ever contained any substance
classified as hazardous or toxic (or otherwise regulated, such as, without limitation, asbestos,
radon and/or petroleum products) under any Law or governmental requirement pertaining to health or
the environment, and that neither the Property nor any use or activity thereon violates or is or
could be subject to any response, remediation, clean-up or other obligation under any Law or
governmental requirement pertaining to health or the environment including without limitation, a
written report of an environmental assessment of the Property, made within twelve (12) months
prior to the date of this Agreement, by an engineering firm, and of a scope and in form and
content satisfactory to Administrative Agent, complying with Administrative Agent’s established
guidelines, showing that there is no evidence of any such substance which has been generated,
treated, stored, released or disposed of in the Property, and such additional evidence as may be
required by Administrative Agent. All reports, drafts of reports, and recommendations, whether
written or oral, from such engineering firm shall be made available and communicated to
Administrative Agent.



     15. Soil Reports. A soil composition and test boring report and a foundation report
satisfactory to Administrative Agent regarding the Land, made within three (3) years prior to the
date of this Agreement, by a licensed professional engineer satisfactory to Lenders.



     16. Access, Utilities, and Laws. (a) evidence satisfactory to Administrative Agent
that the Property abuts and has fully adequate direct and free access to one or more public
streets, dedicated to public use, fully installed and accepted by the appropriate Tribunal, that
all fees, costs and expenses of the installation and acceptance thereof have been paid in full,
and that there are no restrictions on the use and enjoyment of such streets which would adversely
affect the Project; (b) letters from the applicable utility companies or governmental authorities
confirming that all utilities necessary for the Improvements are available at the Land in
sufficient capacity, together with evidence satisfactory to Administrative Agent of paid impact
fees, utility reservation deposits, and connection fees required to assure the availability of
such services; (c) evidence satisfactory to Administrative Agent that all applicable zoning
ordinances, restrictive covenants and governmental requirements affecting the Property permit the
use for which the Property is intended and have been or will be complied with without the
existence of any variance, non-complying use, nonconforming use or other special exception; (d)
evidence satisfactory to Administrative Agent that the Land and Improvements comply and will
comply with all Laws and governmental requirements regarding subdivision and platting and would so
comply if the Land and the Improvements thereon were conveyed as a separate parcel; (e) evidence
satisfactory to Administrative Agent of compliance by Borrower and the Property, and the proposed
construction, use and occupancy of the Improvements, with such other applicable Laws and
governmental requirements



EXHIBIT C, PAGE 3




 









 




as Administrative Agent may request, including all Laws and governmental requirements
regarding access and facilities for handicapped or disabled persons including, without limitation
and to the extent applicable; any other applicable state of California requirements; The Federal
Architectural Barriers Act (42 U.S.C. § 4151 et seq.); The Fair Housing Amendments Act of 1988 (42
U.S.C. § 3601 et seq.); The Americans With Disabilities Act of 1990 (42 U.S.C. § 12101 et seq.);
The Rehabilitation Act of 1973 (29 U.S.C. § 794) and any other state or local requirements; and
(f) written evidence satisfactory to Administrative Agent that construction of the Improvements on
the Land is permissible under all federal, state and local statutes, regulations and rulings
protecting tidal and non-tidal wetlands and other environmentally protected areas.




     17. Priority. (a) evidence satisfactory to Administrative Agent that prior to and as
of the time the Mortgage was filed for record (i) no activity or circumstance was visible on or
near the Land which would constitute inception of a mechanic’s or materialman’s lien against the
Property; (ii) no contract, or memorandum thereof, for construction, design, surveying, or any
other service relating to the Project has been filed for record in the county where the Property
is located; and (iii) no mechanic’s or materialman’s lien claim or notice, lis pendens, judgment,
or other claim or encumbrance against the Property has been filed for record in the county where
the Property is located or in any other public record which by Law provides notice of claims or
encumbrances regarding the Property; (b) a certificate or certificates of a reporting service
acceptable to Administrative Agent, reflecting the results of searches made not earlier than ten
(10) days prior to the date of this Agreement, (i) of the central and local Uniform Commercial
Code records, showing no filings against any of the collateral for the Loan or against Borrower
otherwise except as consented to by Administrative Agent; and (ii) if required by Administrative
Agent, of the appropriate judgment and tax lien records, showing no outstanding judgment or tax
lien against Borrower or any Guarantor.



     18. Bonds. (a) a performance bond for the general contractor in amount, form and
content satisfactory to Administrative Agent and (b) a payment bond for the general contractor, in
form and content satisfactory to Administrative Agent, and if required by Administrative Agent duly
recorded before any construction is commenced. Each bond shall be issued by a corporate surety
acceptable to Administrative Agent and authorized and admitted to do business and to execute bonds
in the state where the Project is located and contain a dual obligee rider with power of attorney
in favor of Administrative Agent in form and content satisfactory to Administrative Agent.



     19. Taxes and Impact Fees. Evidence satisfactory to Administrative Agent (a) of the
identity of all taxing authorities and utility districts (or similar authorities) having
jurisdiction over the Property or any portion thereof; (b) that to the extent they have been
assessed, all taxes, impact fees, water and sewer connection charges and any other similar charges
have been paid, including copies of receipts or statements marked “paid” by the appropriate
authority; and (c) that the Land is a separate tax lot or lots with separate assessment or
assessments of the Land and Improvements, independent of any other land or improvements and that
the Land is a separate legally subdivided parcel.



     20. Intentionally Omitted.



     21. Other Documents. Such other documents and certificates as Administrative Agent
may reasonably request from Borrower, any Guarantor, and any other person or entity, in form and
content satisfactory to Administrative Agent.



     22. Intentionally Omitted.



     23. Intentionally Omitted.



     24. Up-Front Equity. Evidence satisfactory to Administrative Agent that all
components of the Up-Front Equity has been fully paid and funded except for the Deferred Up-Front
Equity Cash (it being acknowledged and agreed to that prior to first Advance of Loan Proceeds, the
Deferred Up-Front Equity Cash shall be deposited by Borrower into the Up-Front Equity Account).



     25. Borrower Identification Due Diligence. Administrative Agent and each Lender shall
have received all due diligence materials they deem necessary with respect to verifying the
Borrower’s identity and background information in a manner satisfactory to each of them.



EXHIBIT C, PAGE 4




 









 





EXHIBIT “D”




BUDGET



EXHIBIT D, PAGE 1




 









 






EXHIBIT “D”


BUDGET — HF Logistics-SKX T1, LLC




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	$ Per Sq. Ft.	 	% of	 	$ Per Sq. Ft.	 	 	 	 
	LINE ITEMS	 	of Land Area	 	Total Costs	 	of Bldg Area	 	$ Per Unit	 	Total Costs
	LAND
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Land Acquisition (Cost)
	 	 	5.00	 	 	 	14.4	%	 	 	9.40	 	 	 	0	 	 	 	17,120,000.00	 
	 
	 	 	 	 	 	 	0.0	%	 	 	—	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	0.0	%	 	 	—	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SUB-TOTAL LAND
	 	 	5.00	 	 	 	14.4	%	 	 	9.40	 	 	 	—	 	 	 	17,120,000.00	 
	 
	HARD COSTS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	GC Contract (Prime Contract)
	 	 	 	 	 	 	[*]	%	 	 	[*]	 	 	 	0	 	 	 	[*]	 
	GC Contract (Eucalyptus St. Costs)
	 	 	 	 	 	 	[*]	%	 	 	[*]	 	 	 	0	 	 	 	[*]	 
	Pre-Purchased Items (paid by Borrower equity)
	 	 	 	 	 	 	1.2	%	 	 	0.78	 	 	 	0	 	 	 	1,413,114.00	 
	Borrower’s General Conditions
	 	 	 	 	 	 	0.2	%	 	 	0.13	 	 	 	0	 	 	 	233,000.00	 
	Previous Site Prep (already paid by Borrower)
	 	 	 	 	 	 	0.4	%	 	 	0.24	 	 	 	0	 	 	 	429,149.00	 
	 
	 	 	 	 	 	 	0.0	%	 	 	—	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	0.0	%	 	 	—	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	0.0	%	 	 	—	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	0.0	%	 	 	—	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	0.0	%	 	 	—	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	0.0	%	 	 	—	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	0.0	%	 	 	—	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	0.0	%	 	 	—	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	0.0	%	 	 	—	 	 	 	 0	 	 	 	 	 
	Hard Costs Contingency
	 	 	[*]	%	 	 	[*]	%	 	 	[*]	 	 	 	0	 	 	 	[*]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SUB-TOTAL HARD COSTS
	 	 	 	 	 	 	[*]	%	 	 	[*]	 	 	 	—	 	 	 	[*]	 
	 
	SOFT COSTS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Architectural, Engineering and Other Consultants
	 	 	 	 	 	 	[*]	%	 	 	[*]	 	 	 	0	 	 	 	[*]	 
	Government Fees
	 	 	 	 	 	 	2.6	%	 	 	1.68	 	 	 	0	 	 	 	3,058,000.00	 
	Construction Sureties
	 	 	 	 	 	 	0.3	%	 	 	0.19	 	 	 	0	 	 	 	337,000.00	 
	Impact Fees
	 	 	 	 	 	 	[*]	%	 	 	[*]	 	 	 	0	 	 	 	[*]	 
	Insurance and Taxes
	 	 	 	 	 	 	1.0	%	 	 	0.65	 	 	 	0	 	 	 	1,184,000.00	 
	Leasing Commissions
	 	 	 	 	 	 	1.9	%	 	 	1.24	 	 	 	0	 	 	 	2,250,000.00	 
	Skecher’s Alternative Site Rental
	 	 	 	 	 	 	0.8	%	 	 	0.55	 	 	 	0	 	 	 	1,000,000.00	 
	Entitlements
	 	 	 	 	 	 	2.1	%	 	 	1.39	 	 	 	0	 	 	 	2,537,000.00	 
	Development Management Fee
	 	 	 	 	 	 	0.6	%	 	 	0.42	 	 	 	0	 	 	 	761,924.00	 
	Project and Construction Management
	 	 	 	 	 	 	2.4	%	 	 	1.56	 	 	 	0	 	 	 	2,843,000.00	 
	Solar Facility
	 	 	 	 	 	 	[*]	%	 	 	[*]	 	 	 	0	 	 	 	[*]	 
	Closing/legal Costs
	 	 	 	 	 	 	0.2	%	 	 	0.12	 	 	 	0	 	 	 	227,052.00	 
	Site Grading and Other Cash Sureties
	 	 	 	 	 	 	1.3	%	 	 	0.84	 	 	 	0	 	 	 	1,535,076.00	 
	Additional Cash Collateral (CD)
	 	 	 	 	 	 	4.6	%	 	 	3.02	 	 	 	0	 	 	 	5,500,000.00	 
	 
	 	 	 	 	 	 	0.0	%	 	 	—	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	0.0	%	 	 	—	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	0.0	%	 	 	—	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	0.0	%	 	 	—	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	0.0	%	 	 	—	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	0.0	%	 	 	—	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	0.0	%	 	 	—	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	0.0	%	 	 	—	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	0.0	%	 	 	—	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	0.0	%	 	 	—	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	0.0	%	 	 	—	 	 	 	0	 	 	 	 	 
	Fees
	 	 	 	 	 	 	0.6	%	 	 	0.41	 	 	 	0	 	 	 	737,500.00	 
	Developer’s Fee
	 	 	 	 	 	 	0.0	%	 	 	—	 	 	 	0	 	 	 	 	 
	Interest Reserve
	 	 	 	 	 	 	1.7	%	 	 	1.10	 	 	 	0	 	 	 	2,000,000.00	 
	Operating Deficit
	 	 	 	 	 	 	0.0	%	 	 	—	 	 	 	0	 	 	 	 	 
	Soft Cost Contingency
	 	 	0.0	%	 	 	0.0	%	 	 	—	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SUB-TOTAL SOFT COSTS
	 	 	 	 	 	 	[*]	%	 	 	[*]	 	 	 	0	 	 	 	[*]	 
	 
	TOTAL BUDGET
	 	 	 	 	 	 	[*]	%	 	 	[*]	 	 	 	0	 	 	 	[*]	 
	 
	EQUITY / OTHER SOURCES OF FUNDS
	 	TIMING	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Upfront Equity
	 	Upfront	 	 	[*]	%	 	 	[*]	 	 	 	0	 	 	 	[*]	 
	Upfront Equity (contribution from HF Logistics SKX
T2)
	 	Upfront	 	 	0.1	%	 	 	0.08	 	 	 	0	 	 	 	150,000.00	 
	Additional Cash Collateral (CD)
	 	Not Equity	 	 	4.6	%	 	 	3.02	 	 	 	0	 	 	 	5,500,000.00	 
	Deferred Equity (Covered by Grant subject to Exhibit F
	 	Deferred	 	 	0.8	%	 	 	0.55	 	 	 	0	 	 	 	1,000,000.00	 
	Section 2.(f) of the Loan Agreement)
	 	 	 	 	 	 	0.0	%	 	 	—	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SUB-TOTAL EQUITY/OTHER SOURCES OF FUNDS
	 	 	 	 	 	 	[*]	%	 	 	[*]	 	 	 	0	 	 	 	[*]	 
	 
	LOAN PROCEEDS
	 	 	 	 	 	 	46.1	%	 	 	30.21	 	 	 	0	 	 	 	55,000,000.00	 
	 






 




			
	*	 	Confidential Portions Omitted and Filed Separately with the Commission.



 









 





EXHIBIT “E”




PLANS



EXHIBIT E, PAGE 1




 









 





Contract#: MH00-121-226

Project: Hhighland Fairview Corporate Park

Trade: General Contractor




EXHIBIT “E”




DRAWING LOG



SKECHERS DISTRIBUTION CENTER




29800 Eucalyptus Avenue, Rancho Belago, California 92555



	 	 	 	 	 	 	 

	ARCHITECTURAL

	A0.1

	 	Highland Fairview Corporate Park Title Sheet — ASI #2
	 	11/11/2008
	 	Delta 2
	A0.2

	 	Highland Fairview Corporate Park General Sheet
	 	5/21/2008	 	 
	A0.3.1

	 	Disability Access Notes
	 	5/21/2008	 	 
	A0.3.2

	 	Disability Access Notes
	 	5/21/2008	 	 
	A0.3.3

	 	Disability Access Notes
	 	5/21/2008	 	 
	A1.1

	 	Overall Site Plan
	 	5/21/2008	 	 
	A1.2

	 	Enlarged Site Plan
	 	5/21/2008	 	 
	A1.3

	 	Enlarged Site Plan
	 	5/21/2008	 	 
	A1.4

	 	Enlarged Site Plan
	 	12/4/2008
	 	Delta 4
	A1.5

	 	Enlarged Site Plan
	 	12/4/2008
	 	Delta 5
	A1.6

	 	Enlarged Site Plan
	 	12/4/2008
	 	Delta 6
	A1.7

	 	Pump House Plans
	 	5/21/2008	 	 
	A1.8

	 	Enlarged Site Plan
	 	12/4/2008
	 	Delta 4
	A2.1

	 	Overall Floor Plan
	 	5/21/2008	 	 
	A2.2

	 	Enlarged Floor Plan — ASI #4
	 	1/28/2009
	 	Delta 6
	A2.3

	 	Enlarged Mezzanine Plan — ASI #2
	 	11/11/2008
	 	Delta 2
	A2.4

	 	Enlarged Floor Plan
	 	5/21/2008	 	 
	A2.5

	 	Enlarged Floor Plan
	 	5/21/2008	 	 
	A2.6

	 	Enlarged Floor Plan
	 	5/21/2008	 	 
	A2.7

	 	Enlarged Floor Plan — ASI #2
	 	11/11/2008
	 	Delta 3
	A2.8

	 	Enlarged Restroom Plan
	 	5/21/2008	 	 
	A2.9

	 	Enlarged Restroom Plan — ASI #4
	 	1/28/2009
	 	Delta 6
	A2.10

	 	Enlarged Stair Plan
	 	5/21/2008	 	 
	A2.11

	 	Reflected Ceiling Plan — ASI #4
	 	1/28/2009
	 	Delta 6
	A2.12

	 	Reflected Ceiling Plan — ASI #2
	 	11/11/2008
	 	Delta 2
	A2.13

	 	Reflected Ceiling Plan — ASI #4
	 	1/28/2009
	 	Delta 6
	A2.14

	 	Floor Plan — ASI #2
	 	11/11/2008
	 	Delta 2
	A2.15

	 	Enlarged Floor Plan
	 	5/21/2008	 	 
	A2.16

	 	Enlarged Roof Plan
	 	5/21/2008	 	 
	A3.1

	 	Elevations
	 	5/21/2008	 	 
	A3.2

	 	Elevations
	 	5/21/2008	 	 
	A3.3

	 	Elevations
	 	5/21/2008	 	 
	A3.4

	 	Elevations
	 	5/21/2008	 	 
	A3.5

	 	Elevations — ASI #2
	 	11/11/2008
	 	Delta 2
	A4.1

	 	Wall Section
	 	5/21/2008	 	 
	A4.2

	 	Wall Section — ASI #2
	 	11/11/2008
	 	Delta 2
	A4.3

	 	Wall Section
	 	5/21/2008	 	 
	A4.4

	 	Wall Section
	 	5/21/2008	 	 
	A4.5

	 	Wall Section
	 	5/21/2008	 	 






 









 





Contract# MH00-121-226

Project: Hhighland Fairview Corporate Park

Trade: General Contractor




	 	 	 	 	 	 	 

	ARCHITECTURAL CONTINUATION

	A4.6

	 	Wall Section
	 	5/21/2008	 	 
	A4.7

	 	Wall Section
	 	5/21/2008	 	 
	A5.1

	 	Room Finish Schedule — ASI #2
	 	11/11/2008
	 	Delta 3
	A5.1A

	 	Door Hardware Schedule
	 	5/21/2008	 	 
	A5.2

	 	Door Schedule
	 	11/11/2008
	 	Delta 2
	A5.3

	 	Room Finish Legend — ASI #2
	 	11/11/2008
	 	Delta 2
	A5.4

	 	First Floor Office Finish Plan — ASI #2
	 	11/11/2008
	 	Delta 2
	A5.5

	 	Mezzanine Finish Plan — ASI #2
	 	11/11/2008
	 	Delta 2
	A5.6

	 	Finish Plan @ Warehouse
	 	5/21/2008	 	 
	A6.1

	 	Interior Elevations — ASI #2
	 	11/11/2008
	 	Delta 2
	A6.2

	 	Interior Elevations — ASI #3
	 	11/11/2008
	 	Delta 3
	A6.3

	 	Interior Elevations — ASI #4
	 	11/11/2008
	 	Delta 4
	A6.4

	 	Interior Elevations
	 	5/21/2008	 	 
	A6.5

	 	Interior Elevations
	 	5/21/2008	 	 
	A6.6

	 	Interior Elevations — ASI #2
	 	11/11/2008
	 	Delta 2
	A6.7

	 	Not Used	 	 	 	 
	A6.8

	 	Interior Elevations
	 	5/21/2008	 	 
	A6.9

	 	Interior Elevations
	 	5/21/2008	 	 
	A6.10

	 	Interior Elevations
	 	5/21/2008	 	 
	AD.1

	 	Details
	 	5/21/2008	 	 
	AD.1A

	 	Site Details for ADA Access
	 	12/4/2009
	 	Delta 4
	AD.2

	 	Details
	 	5/21/2008	 	 
	AD.3

	 	Details — ASI #1
	 	9/15/2008
	 	Delta 1
	AD.3A

	 	Details — ASI #3
	 	12/30/2008
	 	Delta 5
	AD.4

	 	Details
	 	5/21/2008	 	 
	AD.5

	 	Details
	 	5/21/2008	 	 
	AD.6

	 	Details
	 	5/21/2008	 	 
	AD.7

	 	Details
	 	5/21/2008	 	 
	AD.8

	 	Details
	 	5/21/2008	 	 
	AD.9

	 	Details
	 	5/21/2008	 	 
	AD.10

	 	Details — ASI #2
	 	11/11/2008
	 	Delta 2
	AD.11

	 	Details — ASI #2
	 	11/11/2008
	 	Delta 2
	EGRESS PLAN

	T01

	 	Title Layout Egress Plan West Section
	 	12/10/2008
	 	Rev. 05
	T02

	 	Title Layout Egress Plan Center Section Mezzanine Level
	 	12/10/2008
	 	Rev. 05
	T03

	 	Title Layout Egress Plan Center Section Floor Level
	 	12/10/2008
	 	Rev. 05
	T04

	 	Title Layout Egress Plan East Section
	 	12/10/2008
	 	Rev. 05
	 

	 	Floor Level Restrooms / Mezzanine Level Restrooms
	 	12/10/2008	 	 
	STRUCTURAL

	S1

	 	Foundation Plan — ASI #4
	 	1/28/2009
	 	(Delta 6)
	S2

	 	Foundation Plan — ASI #4
	 	1/28/2009
	 	(Delta 6)
	S3

	 	Foundation Plan — ASI #4
	 	1/28/2009
	 	(Delta 6)
	S4

	 	Partial Enlarged Foundation Plan — ASI #4
	 	1/28/2009
	 	(Delta 6)
	S5

	 	Partial Enlarged Foundation Plan
	 	7/25/2008	 	 
	S6

	 	Partial Enlarged Foundation Plan
	 	7/25/2008	 	 






 









 





Contract#: MH00-121-226

Project: Hhighland Fairview Corporate Park

Trade: General Contractor




	 	 	 	 	 	 	 

	STRUCTURAL CONTINUATION

	S7

	 	Partial Enlarged Foundation Plan — ASI #2
	 	11/11/2008
	 	Delta 2
	S8

	 	Mezzanine Floor Framing Plan — ASI #2
	 	11/11/2008
	 	Delta 3
	S9

	 	Partial Roof Framing Plan — ASI #4
	 	1/28/2009
	 	Delta 6
	S10

	 	Partial Roof Framing Plan — ASI #4
	 	1/28/2009
	 	Delta 6
	S11

	 	Partial Roof Framing Plan — ASI #4
	 	1/28/2009
	 	Delta 6
	S12

	 	Roof Information
	 	7/25/2008	 	 
	S13

	 	Partial Enlarged Roof Framing Plan — ASI #4
	 	1/28/2009
	 	Delta 6
	S14

	 	Partial Enlarged Roof Framing Plan — ASI #1
	 	9/15/2008
	 	Delta 1
	S15

	 	Partial Enlarged Roof Framing Plan — ASI #4
	 	1/28/2009
	 	Delta 6
	S15A

	 	Curtain Wall Framing Plan
	 	7/25/2008	 	 
	S16

	 	Partial Enlarged Roof Framing Plan — ASI #2
	 	11/11/2008
	 	Delta 2
	S17

	 	Panel Elevation — ASI #1
	 	9/15/2008
	 	Delta 1
	S18

	 	Panel Elevation — ASI #1
	 	9/16/2008
	 	Delta 1
	S19

	 	Panel Elevation — ASI #1
	 	9/17/2008
	 	Delta 1
	S20

	 	Panel Elevation — ASI #2
	 	11/11/2008
	 	Delta 3
	S21

	 	Panel Elevation — ASI #1
	 	9/15/2008
	 	Delta 1
	S22

	 	Panel Elevation — ASI #1
	 	9/15/2008
	 	Delta 1
	S23

	 	Panel Elevation — ASI #1
	 	9/15/2008
	 	Delta 1
	S24

	 	Panel Elevation — ASI #1
	 	9/15/2008
	 	Delta 1
	S25

	 	Panel Elevation — ASI #1
	 	9/15/2008
	 	Delta 1
	S26

	 	Panel Elevation — ASI #1
	 	9/15/2008
	 	Delta 1
	S27

	 	Panel Elevation — ASI #2
	 	11/11/2008
	 	Delta 2
	S28

	 	Panel Elevation — ASI #2
	 	11/11/2008
	 	Delta 2
	S29

	 	Panel Elevation — ASI #1
	 	9/15/2008
	 	Delta 1
	S30

	 	Panel Elevation — ASI #1
	 	9/15/2008
	 	Delta 1
	S31

	 	Panel Elevation — ASI #1
	 	9/15/2008
	 	Delta 1
	S32

	 	Panel Elevation — ASI #1
	 	9/15/2008
	 	Delta 1
	S33

	 	Panel Elevation — ASI #1
	 	9/15/2008
	 	Delta 1
	S34

	 	Panel Elevation — ASI #1
	 	9/15/2008
	 	Delta 1
	S35

	 	Panel Elevation — ASI #1
	 	9/15/2008
	 	Delta 1
	S36

	 	Panel Elevation — ASI #1
	 	9/15/2008
	 	Delta 1
	S37

	 	Panel Elevation — ASI #1
	 	9/15/2008
	 	Delta 1
	S38

	 	Panel Elevation — ASI #1
	 	9/15/2008
	 	Delta 1
	S39

	 	Panel Elevation
	 	7/25/2008	 	 
	S40

	 	Panel Elevation — ASI #2
	 	11/11/2008
	 	Delta 2
	S41

	 	Panel Elevation — ASI #2
	 	11/11/2008
	 	Delta 2
	SD1

	 	General Notes
	 	7/25/2008	 	 
	SD1A

	 	Special Inspections
	 	7/25/2008	 	 
	SD2

	 	Construction Details — ASI #2
	 	11/11/2008
	 	Delta 2
	SD3

	 	Construction Details
	 	7/25/2008	 	 
	SD4

	 	Construction Details
	 	7/25/2008	 	 
	SD5

	 	Construction Details — ASI #1
	 	9/15/2008
	 	Delta 1
	SD6

	 	Construction Details
	 	7/25/2008	 	 
	SD7

	 	Construction Details — ASI #2
	 	11/11/2008
	 	Detail 2
	SD8

	 	Construction Details — ASI #4
	 	1/28/2009
	 	Detail 6






 









 





Contract#: MH00-121-226

Project: Hhighland Fairview Corporate Park

Trade: General Contractor




	 	 	 	 	 	 	 

	STRUCTURAL CONTINUATION

	SD9

	 	Construction Details
	 	7/25/2008	 	 
	SD10

	 	Construction Details — ASI #1
	 	9/15/2008
	 	Delta 1
	SD11

	 	Construction Details — ASI #1
	 	9/15/2008
	 	Delta 1
	SD12

	 	Construction Details — ASI #2
	 	11/11/2008
	 	Detail 2
	SD13

	 	Construction Details — ASI #2
	 	11/11/2008
	 	Detail 2
	SD14

	 	Construction Details — ASI #2
	 	11/11/2008
	 	Detail 2
	SD15

	 	Construction Details — ASI #1
	 	9/15/2008
	 	Delta 1
	SD16

	 	Construction Details — ASI #1
	 	9/15/2008
	 	Delta 1
	SD17

	 	Construction Details — ASI #2
	 	11/11/2008
	 	Detail 2
	SD18

	 	Construction Details — ASI #2
	 	11/11/2008
	 	Detail 2
	SD19

	 	Construction Details
	 	7/25/2008	 	 
	SD20

	 	Construction Details — ASI #1
	 	9/15/2008
	 	Delta 1
	SD21

	 	Construction Details
	 	7/25/2008	 	 
	SD22

	 	Construction Details — ASI #1
	 	9/15/2008
	 	Delta 1
	SD23

	 	Construction Details — ASI #2
	 	11/11/2008
	 	Delta 2
	SD24

	 	Construction Details — ASI #3
	 	12/30/2008
	 	Delta 5
	SPH1

	 	Construction Details
	 	7/25/2008	 	 
	SPH2

	 	Construction Details
	 	7/25/2008	 	 
	SPH3

	 	General Notes
	 	7/25/2008	 	 
	MECHANICAL

	M-0.0

	 	Title Sheet
	 	11/14/2008	 	 
	M-0.1

	 	Title 24
	 	11/14/2008	 	 
	M-1

	 	Schedules & Notes
	 	11/14/2008
	 	Delta 2
	M-1.1

	 	Schedules — ASI #4
	 	1/21/2009
	 	Delta 6
	M-2

	 	Partial Roof Plan
	 	11/14/2008
	 	Delta 2
	M-3

	 	Partial Roof Plan
	 	11/14/2008
	 	Delta 2
	M-4

	 	Partial Floor Plan — ASI #4
	 	1/21/2009
	 	Delta 6
	M-5

	 	Mezzanine Floor Plan — ASI #2
	 	11/13/2008
	 	Delta 3
	M-6

	 	Partial Floor Plan — ASI #4
	 	1/21/2009
	 	Delta 6
	M-7

	 	Partial Roof Plan
	 	11/14/2008
	 	Delta 2
	M-8

	 	Partial Roof Plan — ASI #4
	 	1/21/2009
	 	Delta 6
	M-9

	 	Details
	 	11/14/2008
	 	Delta 2
	M-10

	 	Controls — ASI #4
	 	1/21/2009
	 	Delta 6
	PLUMBING

	P-1

	 	Specifications & Calculations — ASI #4
	 	1/28/2009
	 	Delta 6
	P-2

	 	Overall Site Plan ASI #4
	 	1/28/2009
	 	Delta 6
	P-2.1

	 	Partial Site Plan — ASI #4
	 	1/28/2009
	 	Delta 6
	P-2.2

	 	Partial Site Plan — ASI #4
	 	1/28/2009
	 	Delta 6
	P-3

	 	Partial Floor, Roof Plan — ASI #4
	 	1/28/2009
	 	Delta 6
	P-4

	 	Partial Floor, Roof Plan — ASI #4
	 	1/28/2009
	 	Delta 6
	P-5

	 	Partial Floor, Roof Plan
	 	11/14/2008
	 	Delta 2
	P-6

	 	Restroom Details ASI #4
	 	1/28/2009
	 	Delta 6
	P-7

	 	Restroom Details
	 	11/11/2008
	 	Delta 2
	P-8

	 	Restroom Details
	 	11/11/2008
	 	Delta 2
	P-9

	 	Restroom Details
	 	11/11/2008
	 	Delta 2






 









 





Contract#: MH00-121-226

Project: Hhighland Fairview Corporate Park

Trade: General Contractor




	 	 	 	 	 	 	 

	PLUMBING CONTINUATION

	P-10

	 	Restroom Details
	 	11/11/2008
	 	Delta 2
	P-11

	 	Restroom Details
	 	11/11/2008
	 	Delta 2
	P-12

	 	Restroom Details
	 	11/11/2008
	 	Delta 2
	P-13

	 	Restroom Details
	 	11/11/2008
	 	Delta 2
	P-14

	 	Restroom Details
	 	11/11/2008
	 	Delta 2
	P-15

	 	Waste & Vent Isometrics
	 	11/11/2008
	 	Delta 2
	P-16

	 	Hot & Cold Water Isometrics
	 	11/11/2008
	 	Delta 2
	P-17

	 	Plumbing Details — ASI #4
	 	1/28/2009
	 	Delta 6
	ELECTRICAL

	EO.1

	 	Specifications, Symbols & Abbreviations
	 	11/14/2008	 	 
	EO.2

	 	Outdoor Title 24 — ASI #4
	 	1/28/2009
	 	Delta 6
	EO.3

	 	Indoor Title 24 — ASI #4
	 	1/28/2009
	 	Delta 6
	E1.1A

	 	Partial Site Electrical Plan — ASI #4
	 	1/28/2009
	 	Delta 6
	E1.1B

	 	Partial Site Electrical Plan — ASI #4
	 	1/28/2009
	 	Delta 6
	E1.2A

	 	Partial Site Lighting Plan
	 	11/14/2008	 	 
	E1.2B

	 	Partial Site Lighting Plan
	 	11/14/2008	 	 
	E1.2C

	 	Partial Site Photometric Plan
	 	11/14/2008	 	 
	E1.2D

	 	Partial Site Photometric Plan
	 	11/14/2008	 	 
	E2.1

	 	Single Line Diagram — ASI #2
	 	11/11/2008
	 	Delta 2
	E2.2

	 	Single Line Diagram — ASI #4
	 	1/28/2009
	 	Delta 6
	E2.3

	 	Single Line Diagram — ASI #4
	 	1/28/2009
	 	Delta 6
	E2.4

	 	Single Line Diagram — ASI #2
	 	11/11/2008
	 	Delta 2
	E2.5

	 	Single Line Diagram — ASI #4
	 	1/28/2009
	 	Delta 6
	E2.6

	 	Single Line Diagram — ASI #2
	 	11/11/2008
	 	Delta 2
	E2.7

	 	Single Line Diagram — ASI #4
	 	1/28/2009
	 	Delta 6
	E3.1

	 	Warehouse Electrical Plan — ASI #4
	 	1/28/2009
	 	Delta 6
	E3.2

	 	Warehouse Underground Conduit Plan
	 	11/14/2008	 	 
	E3.3

	 	Partial Warehouse Lighting Plan — ASI #2
	 	11/11/2008
	 	Delta 2
	E3.4

	 	Partial Warehouse Lighting Plan — ASI #2
	 	11/11/2008
	 	Delta 2
	E3.5

	 	Partial Warehouse Lighting Plan — ASI #2
	 	11/11/2008
	 	Delta 2
	E3.6

	 	Partial Warehouse Lighting Plan — ASI #2
	 	11/11/2008
	 	Delta 2
	E3.7

	 	Partial Warehouse Lighting Plan — ASI #2
	 	11/11/2008
	 	Delta 2
	E3.8

	 	Partial Warehouse Lighting Plan — ASI #2
	 	11/11/2008
	 	Delta 2
	E4

	 	Warehouse Electrical Roof Plan
	 	11/14/2008	 	 
	E5.1

	 	Enlarged Main Office Ground Floor Lighting Plan — ASI #4
	 	1/28/2009
	 	Delta 6
	E5.2

	 	Enlarged Main Office Second Floor Lighting Plan — ASI #2
	 	11/11/2008
	 	Delta 2
	E5.3

	 	Enlarged Warehouse Office Lighting Plan — ASI #4
	 	1/28/2009
	 	Delta 6
	E6.1

	 	Enlarged Main Office Ground Floor Plan — ASI #2
	 	11/11/2008
	 	Delta 2
	E6.2

	 	Enlarged Main Office Second Floor Plan — ASI #2
	 	11/11/2008
	 	Delta 2
	E6.3

	 	Enlarged Main Office Roof Plan — ASI #2
	 	11/11/2008
	 	Delta 2
	E6.4

	 	Enlarged Warehouse Office Power Plan — ASI #4
	 	1/28/2009
	 	Delta 6
	E6.5

	 	Enlarged Dock Door Power Plans — ASI #2
	 	11/11/2008
	 	Delta 2
	E7

	 	Details — ASI #2
	 	11/11/2008
	 	Delta 2
	E8.1

	 	Wiring Diagram — ASI #2
	 	11/11/2008
	 	Delta 2
	E8.2

	 	Wiring Diagram & Fixture Schedule — ASI #2
	 	11/11/2008
	 	Delta 2






 









 





Contract#: MH00-121-226

Project: Hhighland Fairview Corporate Park

Trade: General Contractor




	 	 	 	 	 	 	 

	ELECTRICAL CONTINUED

	E8.3

	 	Wiring Diagrams — ASI #2
	 	11/11/2008
	 	Delta 2
	E8.4

	 	Wiring Diagrams — ASI #2
	 	11/11/2008
	 	Delta 2
	E9

	 	Schedules — ASI #4
	 	1/28/2009
	 	Delta 6
	E10

	 	Schedules — ASI #4
	 	1/28/2009
	 	Delta 6
	E11

	 	Schedules — ASI #4
	 	1/28/2009
	 	Delta 6
	E12

	 	Schedules — ASI #4
	 	1/28/2009
	 	Delta 6
	E13

	 	Schedules — ASI #4
	 	1/28/2009
	 	Delta 6
	E14

	 	Schedules — ASI #4
	 	1/28/2009
	 	Delta 6
	EFP1

	 	Fire Pump House Plan
	 	11/14/2008	 	 
	FIRE PROTECTION PARCEL 1 / SKECHERS

	HFCP

	 	Cover Page	 	 	 	 
	FP 1

	 	Underground Fire Master Plan
	 	7/29/2008	 	 
	FP 2

	 	Enlarged Underground Fire Piping Part I
	 	7/29/2008	 	 
	FP 3

	 	Enlarged Underground Fire Piping Part II
	 	7/29/2008	 	 
	FP 4

	 	Underground Fire Notes / Details
	 	7/29/2008	 	 
	FP 5

	 	Diesel Fire Pump Plans & Details
	 	7/29/2008	 	 
	FP 6

	 	Overhead Master Plan Area “A” (reference only)
	 	7/29/2008	 	 
	FP 7

	 	Overhead Master Plan Area “B” (reference only)
	 	7/29/2008	 	 
	FP 8

	 	Overhead Master Plan Area “C” (reference only)
	 	7/29/2008	 	 
	FP 9

	 	System 1 — 4 Overhead Piping Plan
	 	2/12/2009	 	 
	FP 10

	 	System 5 — 9 Overhead Piping Plan
	 	2/12/2009	 	 
	FP 11

	 	System 10 — 14 Overhead Piping Plan
	 	2/12/2009	 	 
	FP 12

	 	System 15 — 19 Overhead Piping Plan
	 	2/12/2009	 	 
	FP 13

	 	System 20 — 24 Overhead Piping Plan
	 	2/12/2009	 	 
	FP 14

	 	System 25 — 29 Overhead Piping Plan
	 	2/12/2009	 	 
	FP 15

	 	System 30 — 34 Overhead Piping Plan
	 	2/12/2009	 	 
	FP 16

	 	System 35 — 39 Overhead Piping Plan
	 	2/12/2009	 	 
	FP 17

	 	System 40 — 44 Overhead Piping Plan
	 	2/12/2009	 	 
	FP 18

	 	System 45 — 48 Overhead Piping Plan
	 	2/12/2009	 	 
	FP 19

	 	Building Section & Maximum Storage Heights
	 	2/12/2009	 	 
	FP 20

	 	Overhead Sprinkler Layout Notes
	 	2/12/2009	 	 
	FP 21

	 	1st Floor Room Coverage Plan
	 	2/12/2009	 	 
	FP 22

	 	Mezzanine Piping Plan & Details
	 	2/12/2009	 	 
	FP 23

	 	2 Second Floor Room Coverage Plan
	 	2/12/2009	 	 
	FP 24

	 	2 Second Floor Piping Enlarged
	 	2/12/2009	 	 
	FP 25

	 	Warehouse Office Room Coverage Plans & Piping Enlargements
	 	2/12/2009	 	 
	SR 60 CONSTRUCTION STAGING PLAN

	SC 1

	 	Stage Construction
	 	4/9/2010	 	 
	TH 01

	 	Traffic Handling / Construction area Sign Plan
	 	4/9/2010	 	 
	TH 02

	 	Traffic Handling / Construction area Sign Plan
	 	4/9/2010	 	 
	TH 03

	 	Traffic Handling / Construction area Sign Plan
	 	4/9/2010	 	 






 









 





Contract#: MH00-121-226

Project: Hhighland Fairview Corporate Park

Trade: General Contractor




	 	 	 	 	 	 	 

	REDLANDS BLVD. TRAFFIC CONTROL PLAN

	TCP 1

	 	Traffic Control Plan — Title Sheet
	 	2/18/2009	 	 
	TCP 2

	 	Traffic Control Plan — Phase I & II
	 	2/18/2009	 	 
	TCP 3

	 	Traffic Control Plan — Phase I
	 	2/18/2009	 	 
	TCP 4

	 	Traffic Control Plan — Phase II
	 	2/18/2009	 	 
	TCP 5

	 	Traffic Control Plan — Phase I
	 	2/18/2009	 	 
	TCP 6

	 	Traffic Control Plan — Phase II
	 	2/18/2009	 	 
	ROUGH GRADING

	RGP 1

	 	Rough Grading Plan — Title Sheet
	 	4/9/2010	 	 
	RGP 2

	 	Rough Grading Plan — Detail Sheet
	 	4/9/2010	 	 
	RGP 3

	 	Rough Grading Plan — Detail Sheet
	 	4/9/2010	 	 
	RGP 4

	 	Rough Grading Plan — Detail Sheet
	 	4/9/2010	 	 
	RGP 5

	 	Rough Grading Plan — Storm Drain Profiles
	 	4/9/2010	 	 
	RGP 6

	 	Rough Grading Plan
	 	4/9/2010	 	 
	RGP 7

	 	Rough Grading Plan
	 	4/9/2010	 	 
	RGP 8

	 	Rough Grading Plan
	 	4/9/2010	 	 
	RGP 9

	 	Rough Grading Plan
	 	4/9/2010	 	 
	RGP 10

	 	Rough Grading Plan
	 	4/9/2010	 	 
	RGP 11

	 	Rough Grading Plan
	 	4/9/2010	 	 
	RGP 12

	 	Rough Grading Plan
	 	4/9/2010	 	 
	RGP 13

	 	Rough Grading Plan
	 	4/9/2010	 	 
	RGP 14

	 	Rough Grading Plan
	 	4/9/2010	 	 
	RGP 15

	 	Rough Grading Plan — Erosion Control
	 	4/9/2010	 	 
	RGP 16

	 	Rough Grading Plan — Erosion Control
	 	4/9/2010	 	 
	RGP 17

	 	Rough Grading Plan — Noise Reduction Compliance Plan
	 	4/9/2010	 	 
	RGP 18

	 	Rough Grading Plan — Conditions of Approval
	 	4/9/2010	 	 
	RGP 19

	 	Rough Grading Plan — Conditions of Approval
	 	4/9/2010	 	 
	PRECISE GRADING

	PG 1

	 	Precise Grading — Title Sheet
	 	4/12/2010	 	 
	PG 2

	 	Precise Grading — Detail Sheet
	 	4/12/2010	 	 
	PG 3

	 	Precise Grading — Detail Sheet
	 	4/12/2010	 	 
	PG 4

	 	Precise Grading Plan
	 	4/12/2010	 	 
	PG 5

	 	Precise Grading Plan
	 	4/12/2010	 	 
	PG 6

	 	Precise Grading Plan
	 	4/12/2010	 	 
	PG 7

	 	Precise Grading Plan
	 	4/12/2010	 	 
	PG 8

	 	Precise Grading Plan
	 	4/12/2010	 	 
	PG 9

	 	Precise Grading Plan
	 	4/12/2010	 	 
	PG 10

	 	Precise Grading Plan
	 	4/12/2010	 	 
	PG 11

	 	Precise Grading Plan
	 	4/12/2010	 	 
	PG 12

	 	Precise Grading Plan
	 	4/12/2010	 	 
	PG 13

	 	Precise Grading Plan
	 	4/12/2010	 	 
	PG 14

	 	Precise Grading Plan
	 	4/12/2010	 	 
	PG 15

	 	Precise Grading Plan
	 	4/12/2010	 	 
	PG 16

	 	Precise Grading Plan
	 	4/12/2010	 	 
	PG 17

	 	Erosion Control Plan
	 	4/12/2010	 	 
	PG 18

	 	Erosion Control Plan
	 	4/12/2010	 	 






 









 





Contract#: MH00-121-226

Project: Hhighland Fairview Corporate Park

Trade: General Contractor




	 	 	 	 	 	 	 

	PRECISE GRADING CONTINUED

	PG 19

	 	Erosion Control Plan
	 	4/12/2010	 	 
	PG 20

	 	Erosion Control Plan
	 	4/12/2010	 	 
	PG 21

	 	Erosion Control Plan
	 	4/12/2010	 	 
	PG 22

	 	Erosion Control Plan
	 	4/12/2010	 	 
	PG 23

	 	Conditions of Approval
	 	4/12/2010	 	 
	PG 24

	 	Conditions of Approval
	 	4/12/2010	 	 
	ENCROACHMENT PERMIT PLAN ROUGH GRADING

	EPP 1

	 	Encroachment Permit Plan — Title Sheet
	 	4/9/2010	 	 
	EPP 2

	 	Encroachment Permit Plan — Rough Grading Sheet
	 	4/9/2010	 	 
	EPP 3

	 	Encroachment Permit Plan — Rough Grading Sheet
	 	4/9/2010	 	 
	EPP 4

	 	Encroachment Permit Plan — Rough Grading Sheet
	 	4/9/2010	 	 
	EPP 5

	 	Encroachment Permit Plan — Rough Grading Sheet
	 	4/9/2010	 	 
	ROUGH GRADING —  REDLANDS SEWER

	RGP 1

	 	Rough grading Plan — Redlands Sewer — Title Sheet
	 	4/9/2010	 	 
	RGP 2

	 	Rough grading Plan — Redlands Sewer — Drainage
	 	4/9/2010	 	 
	RGP 3

	 	Rough grading Plan — Redlands Sewer — Drainage
	 	4/9/2010	 	 
	RGP 4

	 	Rough grading Plan — Redlands Sewer — Drainage
	 	4/9/2010	 	 
	RGP 5

	 	Rough grading Plan — Redlands Sewer — Erosion Control
	 	4/9/2010	 	 
	RGP 6

	 	Rough grading Plan — Redlands Sewer — Condtions of Aproval
	 	4/9/2010	 	 
	RGP 7

	 	Rough grading Plan — Redlands Sewer — Condtions of Aproval
	 	4/9/2010	 	 
	RGP 8

	 	Rough grading Plan — Redlands Sewer — Condtions of Aproval
	 	4/9/2010	 	 
	RGP 9

	 	Rough grading Plan — Redlands Sewer — Condtions of Aproval
	 	4/9/2010	 	 
	RGP 10

	 	Rough grading Plan — Redlands Sewer — Condtions of Aproval
	 	4/9/2010	 	 
	RGP 11

	 	Rough grading Plan — Redlands Sewer — Condtions of Aproval
	 	4/9/2010	 	 
	RGP 12

	 	Rough grading Plan — Redlands Sewer — Condtions of Aproval
	 	4/9/2010	 	 
	RGP 13

	 	Rough grading Plan — Redlands Sewer — Condtions of Aproval
	 	4/9/2010	 	 
	CALTRANS EROSION CONTROL PLAN

	EC 5

	 	EROSION CONTROL WPCD
	 	2/18/2009	 	 
	TEMPORARY STORM DRAIN SYSTEM PHASE 1

	TDD 1

	 	Phase 1 Temporary Drainage Ditch
	 	2/18/2009	 	 
	GRADING CROSS SECTIONS

	GCS 1

	 	Grading Cross Sections
	 	2/18/2009	 	 
	GCS 2

	 	Grading Cross Sections
	 	2/18/2009	 	 
	SITE FIRE ACCESS PLAN

	FPS 1

	 	Site Fire Access Plan (During Construction)
	 	7/29/2008	 	 
	FPS 2

	 	Site Fire Access Plan (Job Completion)
	 	7/29/2008	 	 
	PARCEL 1 WALL & FENCE — TILT-UP WALL

	LCS-0

	 	HFCP — Parcel 1 — Wall & Fence — Cover Sheet
	 	3/30/2010	 	 
	LR-01

	 	HFCP —  Parcel 1 — Wall & Fence — Reference Plan
	 	3/30/2010	 	 
	LW-01

	 	HFCP — Parcel 1 — Wall & Fence — Plan
	 	3/30/2010	 	 
	LW-02

	 	HFCP — Parcel 1 — Wall & Fence — Plan
	 	3/30/2010	 	 
	LW-03

	 	HFCP — Parcel 1 — Wall & Fence — Plan
	 	3/30/2010	 	 
	LW-04

	 	HFCP — Parcel 1 — Wall & Fence — Plan
	 	3/30/2010	 	 
	LW-05

	 	HFCP — Parcel 1 — Wall & Fence — Plan
	 	3/30/2010	 	 
	LW-06

	 	HFCP — Parcel 1 — Wall & Fence — Plan
	 	3/30/2010	 	 
	LW-07

	 	HFCP — Parcel 1 — Wall & Fence — Plan
	 	3/30/2010	 	 






 









 





Contract#: MH00-121-226

Project: Hhighland Fairview Corporate Park

Trade: General Contractor




	 	 	 	 	 	 	 

	PARCEL 1 WALL & FENCE — TILT-UP WALL CONTINUED

	LW-08

	 	HFCP — Parcel 1 — Wall & Fence — Plan
	 	3/30/2010	 	 
	LW-09

	 	HFCP — Parcel 1 — Wall & Fence — Plan
	 	3/30/2010	 	 
	LW-10

	 	HFCP — Parcel 1 — Wall & Fence — Plan
	 	3/30/2010	 	 
	LW-11

	 	HFCP — Parcel 1 — Wall & Fence — Plan
	 	3/30/2010	 	 
	LW-12

	 	HFCP — Parcel 1 — Wall & Fence — Plan
	 	3/30/2010	 	 
	LWD-01

	 	HFCP — Parcel 1 — Wall & Fence — Construction Notes
	 	3/30/2010	 	 
	LWD-02

	 	HFCP — Parcel 1 — Wall & Fence — Tilt-Up Wall Elevations
	 	3/30/2010	 	 
	LWD-03

	 	HFCP — Parcel 1 — Wall & Fence — Tilt-Up Wall Elevations
	 	3/30/2010	 	 
	LWD-04

	 	HFCP — Parcel 1 — Wall & Fence — Tilt-Up Wall Elevations
	 	3/30/2010	 	 
	LWD-05

	 	HFCP — Parcel 1 — Wall & Fence — Tilt-Up Wall Elevations
	 	3/30/2010	 	 
	LWD-06

	 	HFCP — Parcel 1 — Wall & Fence — Tilt-Up Wall Elevations
	 	3/30/2010	 	 
	LWD-07

	 	HFCP — Parcel 1 — Wall & Fence — Tilt-Up Wall Elevations
	 	3/30/2010	 	 
	LWD-08

	 	HFCP — Parcel 1 — Wall & Fence — Tilt-Up Wall Elevations
	 	3/30/2010	 	 
	LWD-09

	 	HFCP — Parcel 1 — Wall & Fence — Tilt-Up Wall Elevations
	 	3/30/2010	 	 
	LWD-10

	 	HFCP — Parcel 1 — Wall & Fence — Tilt-Up Wall Elevations
	 	3/30/2010	 	 
	LWD-11

	 	HFCP — Parcel 1 — Wall & Fence — Tilt-Up Wall Elevations
	 	3/30/2010	 	 
	LWD-12

	 	HFCP — Parcel 1 — Wall & Fence — Tilt-Up Wall Elevations
	 	3/30/2010	 	 
	LWD-13

	 	HFCP — Parcel 1 — Wall & Fence — Construction Details
	 	2/18/2009	 	 
	LWD-14

	 	HFCP — Parcel 1 — Wall & Fence — Construction Details
	 	3/30/2010	 	 
	LWD-15

	 	HFCP — Parcel 1 — Wall & Fence — Construction Details
	 	3/30/2010	 	 
	LWD-16

	 	HFCP — Parcel 1 — Wall & Fence — Construction Details
	 	3/30/2010	 	 
	LWD-17

	 	HFCP — Parcel 1 — Wall & Fence — Construction Details
	 	3/30/2010	 	 
	LWD-18

	 	HFCP — Parcel 1 — Wall & Fence — Construction Details
	 	3/30/2010	 	 
	LWD-19

	 	HFCP — Parcel 1 — Wall & Fence — Construction Details
	 	3/30/2010	 	 
	LWD-20

	 	HFCP — Parcel 1 — Wall & Fence — Construction Details
	 	3/30/2010	 	 
	LWN-01

	 	HFCP — Parcel 1 — Wall & Fence — Construction Specifications
	 	3/30/2010	 	 
	LINE “F” STORM DRAIN SYSTEM

	SHT 1

	 	Moreno MDP Line — F — Title Sheet
	 	4/9/2010	 	 
	SHT 2

	 	Moreno MDP Line — F — Notes & Details
	 	4/9/2010	 	 
	SHT 3

	 	Moreno MDP Line — F — Station 95+20 to 97+00
	 	4/9/2010	 	 
	SHT 4

	 	Moreno MDP Line — F — Station 97+-00 to 103+00
	 	4/9/2010	 	 
	SHT 5

	 	Moreno MDP Line — F — Station 103+00 to 110+00
	 	4/9/2010	 	 
	SHT 6

	 	Moreno MDP Line — F — Station 110+00 to 118+05
	 	4/9/2010	 	 
	SHT 7

	 	Moreno MDP Line — F — Station 118+05 to 122+56.73
	 	4/9/2010	 	 
	SHT 8

	 	Moreno MDP Line — F — Station 122+56.73 to 124+42.37
	 	4/9/2010	 	 
	SHT 9

	 	Moreno MDP Line — F — Lat F-2 10+00 to 11+49.18
	 	4/9/2010	 	 
	SHT 10

	 	Moreno MDP Line — F — Lat F-2-A 10+00 to 11+41.56
	 	4/9/2010	 	 
	SHT 11

	 	Moreno MDP Line — F — Lat D-5 10+00 to 11+52.91
	 	4/9/2010	 	 
	SHT 12

	 	Moreno MDP Line — F — Lat D-6 10+00 to 14+68.98
	 	4/9/2010	 	 
	SHT 13

	 	Moreno MDP Line — F — Lat F-8 0+25.13 to 8+00
	 	4/9/2010	 	 
	SHT 14

	 	Moreno MDP Line — F — Lat F-8 8+00 to 16+00
	 	4/9/2010	 	 
	SHT 15

	 	Moreno MDP Line — F — Lat F-8 16+00 to 24+00
	 	4/9/2010	 	 
	SHT 16

	 	Moreno MDP Line — F — Lat F-8 24+00 to 31+50
	 	4/9/2010	 	 






 









 





Contract#: MH00-121-226

Project: Hhighland Fairview Corporate Park

Trade: General Contractor




	 	 	 	 	 	 	 

	LINE “F” STORM DRAIN SYSTEM CONTINUED

	SHT 17

	 	Moreno MDP Line — F — Lat F-8 10+00 to 12+00.25
	 	4/9/2010	 	 
	SHT 18

	 	Moreno MDP Line — F — Lat F-9 11+02.55 to 18+00
	 	4/9/2010	 	 
	SHT 19

	 	Moreno MDP Line — F — Lat F-9 18+00 to 25+65.60
	 	4/9/2010	 	 
	SHT 20

	 	Moreno MDP Line — F — Profiles
	 	4/9/2010	 	 
	SHT 21

	 	Moreno MDP Line — F — Profiles
	 	4/9/2010	 	 
	SHT 22

	 	Moreno MDP Line — F — Profiles
	 	4/9/2010	 	 
	SHT 23

	 	Moreno MDP Line — F — Outlet, Access Raod & Basin
	 	4/9/2010	 	 
	SHT 24

	 	Moreno MDP Line — F — General Notes & typ Details
	 	4/9/2010	 	 
	SHT 25

	 	Moreno MDP Line — F — Typ Details
	 	4/9/2010	 	 
	SHT 26

	 	Moreno MDP Line — F — Lateral & Sections
	 	4/9/2010	 	 
	SHT 27

	 	Moreno MDP Line —F — Lateral
	 	4/9/2010	 	 
	SHT 28

	 	Moreno MDP Line — F Access Opening Sections & typ Details
	 	4/9/2010	 	 
	SHT 29

	 	Moreno MDP Line — F — typ Sections & Details
	 	4/9/2010	 	 
	REDLANDS SANITARY SEWER

	SWP 1

	 	Redlands Blvd Sanitary Sewer Plan — Title Sheet
	 	4/9/2010	 	 
	SWP 2

	 	Redlands Blvd Sanitary Sewer Plan — Index & Legends
	 	4/9/2010	 	 
	SWP 3

	 	Redlands Blvd Sanitary Sewer Plan & Profile
	 	4/9/2010	 	 
	SWP 4

	 	Redlands Blvd Sanitary Sewer Plan & Profile
	 	4/9/2010	 	 
	SWP 5

	 	Redlands Blvd Sanitary Sewer Plan & Profile
	 	4/9/2010	 	 
	SWP 6

	 	Redlands Blvd Sanitary Sewer Plan & Profile
	 	4/9/2010	 	 
	SWP 7

	 	Redlands Blvd Sanitary Sewer Plan & Profile
	 	4/9/2010	 	 
	SWP 8

	 	Redlands Blvd Sanitary Sewer Plan & Profile
	 	4/9/2010	 	 
	EUCALYPTUS SANITARY SEWER PLAN

	SSIP 1

	 	Eucalyptus Avenue — Sanitary Sewer Plan — Title Sheet
	 	4/9/2010	 	 
	SSIP 2

	 	Eucalyptus Avenue — Sanitary Sewer Plan — Index & Legend
	 	4/9/2010	 	 
	SSIP 3

	 	Eucalyptus Avenue — Sanitary Sewer Plan — Plan Profile
	 	4/9/2010	 	 
	SSIP 4

	 	Eucalyptus Avenue — Sanitary Sewer Plan — Plan Profile
	 	4/9/2010	 	 
	SSIP 5

	 	Eucalyptus Avenue — Sanitary Sewer Plan — Plan Profile
	 	4/9/2010	 	 
	SSIP 6

	 	Eucalyptus Avenue — Sanitary Sewer Plan — Plan Profile
	 	4/9/2010	 	 
	SSIP 7

	 	Eucalyptus Avenue — Sanitary Sewer Plan — Plan Profile
	 	4/9/2010	 	 
	LOGISTIC BUILDING SEWER AND WATER

	SSIP 1

	 	Logistics Bldg Sewer & Water Plan — Title Sheet
	 	4/9/2010	 	 
	SSIP 2

	 	Logistics Bldg Sewer & Water Plan — Notes & Quantities
	 	4/9/2010	 	 
	SSIP 3

	 	Logistics Bldg Sewer & Water Plan
	 	4/9/2010	 	 
	SSIP 4

	 	Logistics Bldg Sewer & Water Plan
	 	4/9/2010	 	 
	SSIP 5

	 	Logistics Bldg Sewer & Water Plan
	 	4/9/2010	 	 
	SSIP 6

	 	Logistics Bldg Sewer & Water Plan
	 	4/9/2010	 	 
	SSIP 7

	 	Logistics Bldg Sewer & Water Plan
	 	4/9/2010	 	 
	SSIP 8

	 	Logistics Bldg Sewer & Water Plan
	 	4/9/2010	 	 
	EUCALPTUS RECYCLED WATER IMPROVEMENT PLAN

	RWIP 1

	 	Title Sheet
	 	4/9/2010	 	 
	RWIP 2

	 	Plan
	 	4/9/2010	 	 
	RWIP 3

	 	Plan & Profile
	 	4/9/2010	 	 
	RWIP 4

	 	Plan & Profile
	 	4/9/2010	 	 
	RWIP 5

	 	Plan & Profile
	 	4/9/2010	 	 
	RWIP 6

	 	Plan & Profile
	 	4/9/2010	 	 
	RWIP 7

	 	Plan & Profile
	 	4/9/2010	 	 






 









 





Contract#: MH00-121-226

Project: Hhighland Fairview Corporate Park

Trade: General Contractor




	 	 	 	 	 	 	 

	EUCALYPTUS WATER IMPROVEMENT PLAN

	DW 1

	 	Title Sheet
	 	4/9/2010	 	 
	DW 2

	 	Index Map & Legend
	 	4/9/2010	 	 
	DW 3

	 	Plan Profile
	 	4/9/2010	 	 
	DW 4

	 	Plan Profile
	 	4/9/2010	 	 
	DW 5

	 	Plan Profile
	 	4/9/2010	 	 
	DW 6

	 	Plan Profile
	 	4/9/2010	 	 
	DW 7

	 	Plan Profile
	 	4/9/2010	 	 
	DW 8

	 	Line ‘A’ thru ‘D’ profile
	 	4/9/2010	 	 
	Off-Site (Sinclair) DOMESTIC WATER IMPROVEMENT PLAN

	DWIP 1

	 	Domestic Water Plans — title Sheet
	 	4/9/2010	 	 
	DWIP 2

	 	Domestic Water Plans — Index Map & Legends
	 	4/9/2010	 	 
	DWIP 3

	 	Domestic Water Plans & Profile
	 	4/9/2010	 	 
	DWIP 4

	 	Domestic Water Plans & Profile
	 	4/9/2010	 	 
	DWIP 5

	 	Domestic Water Plans & Profile
	 	4/9/2010	 	 
	DWIP 6

	 	Domestic Water Plans & Profile
	 	4/9/2010	 	 
	DWIP 7

	 	Domestic Water Plans & Profile
	 	4/9/2010	 	 
	DWIP 8

	 	Domestic Water Plans & Profile
	 	4/9/2010	 	 
	DWIP 9

	 	Domestic Water Plans & Profile
	 	4/9/2010	 	 
	DWIP 10

	 	Domestic Water Plans & Profile
	 	4/9/2010	 	 
	REDLANDS WATER IMPROVEMENT PLAN

	DWIP 1

	 	Title Sheet
	 	4/9/2010	 	 
	DWIP 2

	 	Index Map
	 	4/9/2010	 	 
	DWIP 3

	 	Plan & Profile
	 	4/9/2010	 	 
	DWIP 4

	 	Plan & Profile
	 	4/9/2010	 	 
	EUCALYPTUS ELECTRICAL DISTRIBUTION PLAN

	SHT 1

	 	Eucalyptus Avenue Utility Design — BUTSKO
	 	3/4/2010	 	 
	SHT 2

	 	Eucalyptus Avenue Utility Design — BUTSKO
	 	3/4/2010	 	 
	SHT 3

	 	Eucalyptus Avenue Utility Design — BUTSKO
	 	3/4/2010	 	 
	SHT 4

	 	Eucalyptus Avenue Utility Design — BUTSKO
	 	3/4/2010	 	 
	REDLANDS ELECTRICAL DISTRIBUTION PLAN

	SHT 1

	 	Electrical Distribution Plan — BUTSKO
	 	3/4/2010	 	 
	SHT 2

	 	Electrical Distribution Plan — BUTSKO
	 	3/4/2010	 	 
	SHT 3

	 	Electrical Distribution Plan — BUTSKO
	 	3/4/2010	 	 
	SHT 4

	 	Electrical Distribution Plan — BUTSKO
	 	3/4/2010	 	 
	SHT 5

	 	Electrical Distribution Plan — BUTSKO
	 	3/4/2010	 	 
	SKECHERS ONSITE ELECTRIC

	SWP 1

	 	TPM 35629 Onsite Utilities — Butsko
	 	3/4/2010	 	 
	SWP 2

	 	TPM 35629 Onsite Utilities — Butsko
	 	3/4/2010	 	 
	SWP 3

	 	TPM 35629 Onsite Utilities — Butsko
	 	3/4/2010	 	 
	SWP 4

	 	TPM 35629 Onsite Utilities — Butsko
	 	3/4/2010	 	 
	EUCALYPTUS STREET IMPROVEMENT PLAN

	STIP 1

	 	Eucalyptus Avenue Street Improvement Plan — Title Sheet
	 	4/9/2010	 	 
	STIP 2

	 	Eucalyptus Avenue Street Improvement Plan — Notes & Index Map
	 	4/9/2010	 	 
	STIP 3

	 	Eucalyptus Avenue Street Improvement Plan — Details & Sections
	 	4/9/2010	 	 
	STIP 4

	 	Eucalyptus Avenue Street Improvement Plan
	 	4/9/2010	 	 
	STIP 5

	 	Eucalyptus Avenue Street Improvement Plan
	 	4/9/2010	 	 







 












 





Contract#: MH00-121-226

Project: Hhighland Fairview Corporate Park

Trade: General Contractor




	 	 	 	 	 	 	 

	EUCALYPTUS STREET IMPROVEMENT PLAN CONTINUED

	STIP 6

	 	Eucalyptus Avenue Street Improvement Plan
	 	4/9/2010
	 	 
	STIP 7

	 	Eucalyptus Avenue Street Improvement Plan
	 	4/9/2010	 	 
	STIP 8

	 	Eucalyptus Avenue Street Improvement Plan
	 	4/9/2010	 	 
	STIP 9

	 	Eucalyptus Avenue Street Improvement Plan
	 	4/9/2010	 	 
	STIP 10

	 	Eucalyptus Avenue Street Improvement Plan
	 	4/9/2010	 	 
	STIP 11

	 	Eucalyptus Avenue — Signing & Striping Title Sheet
	 	4/9/2010	 	 
	STIP 12

	 	Eucalyptus Avenue — Signing & Striping Title Sheet
	 	4/9/2010	 	 
	STIP 13

	 	Eucalyptus Avenue — Conditions of Approval
	 	4/9/2010	 	 
	STIP 14

	 	Eucalyptus Avenue — Conditions of Approval
	 	4/9/2010	 	 
	SCE EXHIBIT - JACK & BORE SCE CONDUIT

	SCE-J&B

	 	Jack & Bore Exhibit — SE Conduit Under SR60
	 	8/25/2009	 	 
	SCE-Pole

	 	Cross Section B-B (SCE Pole No. 4001945E)
	 	8/25/2009	 	 
	SCE-Pole

	 	Cross Section A-A (SCE Pole No. 214347/T2964
	 	8/25/2009	 	 
	MEDIAN EXHIBIT

	E-1

	 	Exhibit — Sections Eucalyptus Street Median
	 	7/22/2009	 	 
	TOLERANCE EXHIBIT

	TE

	 	Tolerance Exhibit
	 	2/18/2009	 	 
	THEODORE STREET
IMPROVEMENT PLAN (THEODORE RAMP IMPROVEMENT PLANS)

	STIP 1

	 	Theodore Street — Title Sheet
	 	4/9/2010	 	 
	STIP 2

	 	Theodore Street — Notes & Index Map Typical Sections
	 	4/9/2010	 	 
	STIP 3

	 	Theodore Street — Improvement Plans
	 	4/9/2010	 	 
	STIP 4

	 	Theodore Street — Construction Details
	 	4/9/2010	 	 
	STIP 5

	 	Theodore Street — Construction Details
	 	4/9/2010	 	 
	STIP 6

	 	Theodore Street — Grading-Drainage-Utility Plan
	 	4/9/2010	 	 
	STIP 7

	 	Theodore Street — W.P.C.P
	 	4/9/2010	 	 
	STIP 8

	 	Theodore Street — Signing and Striping Plan
	 	4/9/2010	 	 
	STIP 9

	 	Theodore Street — Traffic Handling Details
	 	4/9/2010	 	 
	STIP 10

	 	Theodore Street — Traffic Handling
	 	4/9/2010	 	 
	STIP 11

	 	Theodore Street — Traffic Handling
	 	4/9/2010	 	 
	STIP 12

	 	Theodore Street — Traffic Handling
	 	4/9/2010	 	 
	STIP 13

	 	Theodore Street — Detour Plan
	 	4/9/2010	 	 
	TRAFFIC SIGNAL INTERCONNECT

	421

	 	Traffic Signal Interconnect Detail
	 	1/1/2008	 	 
	EVTSI

	 	Emergency Vehicle & Traffic Signal Interconnect
	 	10/22/2009	 	 
	THEODORE STREET IMPROVEMENT PLAN

	STIP 1

	 	Theodore Street Phase 1 — Title Sheet
	 	4/9/2010	 	 
	STIP 2

	 	Theodore Street Phase 1 — Construction Notes
	 	4/9/2010	 	 
	STIP 3

	 	Theodore Street Phase 1 Typical Street Sections
	 	4/9/2010	 	 
	STIP 4

	 	Theodore Street Phase 1 — Plan & Profile
	 	4/9/2010	 	 
	STIP 5

	 	Theodore Street Phase 1 Plan & Profile
	 	4/9/2010	 	 
	STIP 6

	 	Theodore Street Phase 1 Signing and Striping
	 	4/9/2010	 	 
	STIP 7

	 	Theodore Street Phase 1 Conditions of Approval
	 	4/9/2010	 	 
	STIP 8

	 	Theodore Street Phase 1 — Conditions of Approval
	 	4/9/2010	 	 
	STIP 9

	 	Theodore Street Phase 1 — Conditions of Approval
	 	4/9/2010	 	 
	EUCALYPTUS STREET LANDSCAPE & IRRIGATION

	SHT 1

	 	Eucalyptus Street — Cover Sheet
	 	2/18/2009	 	 
	SHT 2

	 	Eucalyptus Street — Construction Plan
	 	2/18/2009	 	 







 









 







Contract#: MH00-121-226

Project: Hhighland Fairview Corporate Park

Trade: General Contractor




	 	 	 	 	 	 	 

	EUCALYPTUS STREET LANDSCAPE & IRRIGATION CONTINUED

	SHT 3

	 	Eucalyptus Street — Construction Plan
	 	2/18/2009	 	 
	SHT 4

	 	Eucalyptus Street — Construction Plan
	 	2/18/2009	 	 
	SHT 5

	 	Eucalyptus Street — Construction Plan
	 	2/18/2009	 	 
	SHT 6

	 	Eucalyptus Street — Construction Plan
	 	2/18/2009	 	 
	SHT 7

	 	Eucalyptus Street — Construction Plan
	 	2/18/2009	 	 
	SHT 8

	 	Eucalyptus Street — Construction Details
	 	2/18/2009	 	 
	SHT 9

	 	Eucalyptus Street — Construction Details
	 	2/18/2009	 	 
	SHT 10

	 	Eucalyptus Street — Construction Details
	 	2/18/2009	 	 
	SHT 11

	 	Eucalyptus Street — Construction Specifications
	 	2/18/2009	 	 
	SHT 12

	 	Eucalyptus Street — Irrigation Plan
	 	2/18/2009	 	 
	SHT 13

	 	Eucalyptus Street — Irrigation Plan
	 	2/18/2009	 	 
	SHT 14

	 	Eucalyptus Street — Irrigation Plan
	 	2/18/2009	 	 
	SHT 15

	 	Eucalyptus Street — Irrigation Plan
	 	2/18/2009	 	 
	SHT 16

	 	Eucalyptus Street — Irrigation Plan
	 	2/18/2009	 	 
	SHT 17

	 	Eucalyptus Street — Irrigation Plan
	 	2/18/2009	 	 
	SHT 18

	 	Eucalyptus Street — Irrigation Details
	 	2/18/2009	 	 
	SHT 19

	 	Eucalyptus Street — Irrigation Details
	 	2/18/2009	 	 
	SHT 20

	 	Eucalyptus Street — Irrigation Notes
	 	2/18/2009	 	 
	SHT 21

	 	Eucalyptus Street — Irrigation Specifications
	 	2/18/2009	 	 
	SHT 22

	 	Eucalyptus Street — Irrigation Specifications
	 	2/18/2009	 	 
	SHT 23

	 	Eucalyptus Street — Planting Plan
	 	2/18/2009	 	 
	SHT 24

	 	Eucalyptus Street — Planting Plan
	 	2/18/2009	 	 
	SHT 25

	 	Eucalyptus Street — Planting Plan
	 	2/18/2009	 	 
	SHT 26

	 	Eucalyptus Street — Planting Plan
	 	2/18/2009	 	 
	SHT 27

	 	Eucalyptus Street — Planting Plan
	 	2/18/2009	 	 
	SHT 28

	 	Eucalyptus Street — Planting Plan
	 	2/18/2009	 	 
	SHT 29

	 	Eucalyptus Street — Planting Details
	 	2/18/2009	 	 
	SHT 30

	 	Eucalyptus Street — Planting Details
	 	2/18/2009	 	 
	SHT 31

	 	Eucalyptus Street — Planting Specifications
	 	2/18/2009	 	 
	SHT 32

	 	Eucalyptus Street — Planting Specifications
	 	2/18/2009	 	 
	HFCP ASSOCIATION LANDSCAPE & IRRIGATION

	LCS-0

	 	HFCP Association — Cover Sheet
	 	3/22/2010	 	 
	LI-01

	 	HFCP Association — Irrigation Plan
	 	3/22/2010	 	 
	LI-02

	 	HFCP Association — Irrigation Plan
	 	3/22/2010	 	 
	LI-03

	 	HFCP Association — Irrigation Plan
	 	3/22/2010	 	 
	LI-04

	 	HFCP Association — Irrigation Plan
	 	3/22/2010	 	 
	LI-05

	 	HFCP Association — Irrigation Plan
	 	3/22/2010	 	 
	LI-06

	 	HFCP Association — Irrigation Plan
	 	3/22/2010	 	 
	LI-07

	 	HFCP Association — Irrigation Plan
	 	3/22/2010	 	 
	LI-08

	 	HFCP Association — Irrigation Plan
	 	3/22/2010	 	 
	LI-09

	 	HFCP Association — Irrigation Plan
	 	3/22/2010	 	 
	LI-10

	 	HFCP Association — Irrigation Plan
	 	3/22/2010	 	 
	LI-11

	 	HFCP Association — Irrigation Plan
	 	3/22/2010	 	 
	LI-12

	 	HFCP Association — Irrigation Plan
	 	3/22/2010	 	 










 









 







Contract#: MH00-121-226

Project: Hhighland Fairview Corporate Park

Trade: General Contractor






	 	 	 	 	 	 	 

	HFCP ASSOCIATION LANDSCAPE & IRRIGATION CONTINUED

	LI-13

	 	HFCP Association — Irrigation Plan
	 	3/22/2010	 	 
	LI-14

	 	HFCP Association — Irrigation Plan
	 	3/22/2010	 	 
	LI-15

	 	HFCP Association — Irrigation Plan
	 	3/22/2010	 	 
	LI-16

	 	HFCP Association — Irrigation Plan
	 	3/22/2010	 	 
	LI-17

	 	HFCP Association — Irrigation Plan
	 	3/22/2010	 	 
	LID-1

	 	HFCP Association — Irrigation Details
	 	3/22/2010	 	 
	LID-2

	 	HFCP Association — Irrigation Details
	 	3/22/2010	 	 
	LIN-1

	 	HFCP Association — Irrigation Notes
	 	3/22/2010	 	 
	LIN-2

	 	HFCP Association — Irrigation Specifications
	 	3/22/2010	 	 
	LIN-3

	 	HFCP Association — Irrigation Specifications
	 	3/22/2010	 	 
	LP-01

	 	HFCP Association — Construction and Planting Plan
	 	3/22/2010	 	 
	LP-02

	 	HFCP Association — Construction and Planting Plan
	 	3/22/2010	 	 
	LP-03

	 	HFCP Association — Construction and Planting Plan
	 	3/22/2010	 	 
	LP-04

	 	HFCP Association — Construction and Planting Plan
	 	3/22/2010	 	 
	LP-05

	 	HFCP Association — Construction and Planting Plan
	 	3/22/2010	 	 
	LP-06

	 	HFCP Association - Construction and Planting Plan
	 	3/22/2010	 	 
	LP-07

	 	HFCP Association — Construction and Planting Plan
	 	3/22/2010	 	 
	LP-08

	 	HFCP Association — Construction and Planting Plan
	 	3/22/2010	 	 
	LP-09

	 	HFCP Association — Construction and Planting Plan
	 	3/22/2010	 	 
	LP-10

	 	HFCP Association — Construction and Planting Plan
	 	3/22/2010	 	 
	LP-11

	 	HFCP Association — Construction and Planting Plan
	 	3/22/2010	 	 
	LP-12

	 	HFCP Association — Construction and Planting Plan
	 	3/22/2010	 	 
	LP-13

	 	HFCP Association — Construction and Planting Plan
	 	3/22/2010	 	 
	LP-14

	 	HFCP Association — Construction and Planting Plan
	 	3/22/2010	 	 
	LP-15

	 	HFCP Association — Construction and Planting Plan
	 	3/22/2010	 	 
	LP-16

	 	HFCP Association — Construction and Planting Plan
	 	3/22/2010	 	 
	LP-17

	 	HFCP Association — Construction and Planting Plan
	 	3/22/2010	 	 
	LPD-01

	 	HFCP Association — Planting Details
	 	3/22/2010	 	 
	LPD-02

	 	HFCP Association — Planting Details
	 	3/22/2010	 	 
	LCD-01

	 	HFCP Association — Construction Specification
	 	3/22/2010	 	 
	LCD-02

	 	HFCP Association — Construction Details
	 	3/22/2010	 	 
	PARCEL 1 LANDSCAPE & IRRIGATION

	LCS-0

	 	HFCP — Parcel 1 — Cover Sheet
	 	2/18/2009	 	 
	LC-O1

	 	HFCP — Parcel 1 — Construction Plan
	 	2/18/2009	 	 
	LC-O2

	 	HFCP — Parcel 1 — Construction Plan
	 	2/18/2009	 	 
	LC-O3

	 	HFCP — Parcel 1 — Construction Plan
	 	2/18/2009	 	 
	LC-O4

	 	HFCP — Parcel 1 — Construction Plan
	 	2/18/2009	 	 
	LC-O5

	 	HFCP — Parcel 1 — Construction Plan
	 	2/18/2009	 	 
	LC-O6

	 	HFCP — Parcel 1 — Construction Plan
	 	2/18/2009	 	 
	LC-O7

	 	HFCP — Parcel 1 — Construction Plan
	 	2/18/2009	 	 
	LC-O8

	 	HFCP — Parcel 1 — Construction Plan
	 	2/18/2009	 	 
	LC-O9

	 	HFCP — Parcel 1 — Construction Plan
	 	2/18/2009	 	 
	LC-O10

	 	HFCP — Parcel 1 — Construction Plan
	 	2/18/2009	 	 
	LC-O11

	 	HFCP — Parcel 1 — Construction Plan Enlargements
	 	2/18/2009	 	 









 









 







Contract#: MH00-121-226

Project: Hhighland Fairview Corporate Park

Trade: General Contractor






	 	 	 	 	 	 	 

	PARCEL 1 LANDSCAPE & IRRIGATION CONTINUATION

	LCD-01

	 	HFCP — Parcel 1 — Construction Notes
	 	2/18/2009	 	 
	LCD-02

	 	HFCP — Parcel 1 — Construction Details
	 	2/18/2009	 	 
	LCD-03

	 	HFCP — Parcel 1 — Construction Details
	 	2/18/2009	 	 
	LCD-04

	 	HFCP — Parcel 1 — Construction Details
	 	2/18/2009	 	 
	LCD-05

	 	HFCP — Parcel 1 — Construction Details
	 	2/18/2009	 	 
	LCD-06

	 	HFCP — Parcel 1 — Construction Details
	 	2/18/2009	 	 
	LCN-01

	 	HFCP — Parcel 1 — Construction Specifications
	 	2/18/2009	 	 
	LI-01

	 	HFCP — Parcel 1 — Irrigation Plan
	 	2/18/2009	 	 
	LI-02

	 	HFCP — Parcel 1 — Irrigation Plan
	 	2/18/2009	 	 
	LI-03

	 	HFCP — Parcel 1 — Irrigation Plan
	 	2/18/2009	 	 
	LI-04

	 	HFCP — Parcel 1 — Irrigation Plan
	 	2/18/2009	 	 
	LI-05

	 	HFCP — Parcel 1 — Irrigation Plan
	 	2/18/2009	 	 
	LI-06

	 	HFCP — Parcel 1 — Irrigation Plan
	 	2/18/2009	 	 
	LI-07

	 	HFCP — Parcel 1 — Irrigation Plan
	 	2/18/2009	 	 
	LI-08

	 	HFCP — Parcel 1 — Irrigation Plan
	 	2/18/2009	 	 
	LI-09

	 	HFCP — Parcel 1 — Irrigation Plan
	 	2/18/2009	 	 
	LI-10

	 	HFCP — Parcel 1 — Irrigation Plan
	 	2/18/2009	 	 
	LID-1

	 	HFCP — Parcel 1 — Irrigation Details
	 	2/18/2009	 	 
	LID-2

	 	HFCP — Parcel 1 — Irrigation Details
	 	2/18/2009	 	 
	LIN-01

	 	HFCP — Parcel 1 — Irrigation Notes
	 	2/18/2009	 	 
	LIN-02

	 	HFCP — Parcel 1 — Irrigation Notes
	 	2/18/2009	 	 
	LIN-03

	 	HFCP — Parcel 1 — Irrigation Notes
	 	2/18/2009	 	 
	LP-01

	 	HFCP — Parcel 1 — Planting Plan
	 	2/18/2009	 	 
	LP-02

	 	HFCP — Parcel 1 — Planting Plan
	 	2/18/2009	 	 
	LP-03

	 	HFCP — Parcel 1 — Planting Plan
	 	2/18/2009	 	 
	LP-04

	 	HFCP — Parcel 1 — Planting Plan
	 	2/18/2009	 	 
	LP-05

	 	HFCP — Parcel 1 — Planting Plan
	 	2/18/2009	 	 
	LP-06

	 	HFCP — Parcel 1 — Planting Plan
	 	2/18/2009	 	 
	LP-07

	 	HFCP — Parcel 1 — Planting Plan
	 	2/18/2009	 	 
	LP-08

	 	HFCP — Parcel 1 — Planting Plan
	 	2/18/2009	 	 
	LP-09

	 	HFCP — Parcel 1 — Planting Plan
	 	2/18/2009	 	 
	LP-10

	 	HFCP — Parcel 1 — Planting Plan
	 	2/18/2009	 	 
	LPD-01

	 	HFCP — Parcel 1 — Planting Details
	 	2/18/2009	 	 
	LPD-02

	 	HFCP — Parcel 1 — Planting Details
	 	2/18/2009	 	 
	LPN-01

	 	HFCP — Parcel 1 — Planting Notes
	 	2/18/2009	 	 
	WEI WEST WAREHOUSE EQUIPMENT, INC.

	SA00

	 	Structure Layout VAS Platform Overall Plan View
	 	12/10/2008
	 	Rev. 05
	SA01

	 	Structure Layout VAS Platform Enlarged Foundation Plan
	 	12/10/2008
	 	Rev. 05
	SA02

	 	Structure Layout
	 	12/10/2008
	 	Rev. 05
	SA03

	 	Structure Layout VAS Platform Enlarged Foundation Plan
	 	12/10/2008
	 	Rev. 05
	SA04

	 	Structure Layout VAS Platform Enlarged Foundation Plan
	 	12/10/2008
	 	Rev. 05
	SA05

	 	Structure Layout VAS Platform Enlarged Foundation Plan
	 	12/10/2008
	 	Rev. 05
	SA06

	 	Structure Layout VAS Platform Enlarged Foundation Plan
	 	12/10/2008
	 	Rev. 05
	SA07

	 	Structure Layout VAS Platform Enlarged Foundation Plan
	 	12/10/2008
	 	Rev. 05







 









 







Contract#: MH00-121-226

Project: Hhighland Fairview Corporate Park

Trade: General Contractor




	 	 	 	 	 	 	 

	WEI WEST WAREHOUSE EQUIPMENT, INC. CONTINUED

	SA08

	 	Structure Layout VAS Platform Enlarged Foundation Plan
	 	12/10/2008
	 	Rev. 05
	SA09

	 	Structure Layout VAS Platform Footing Details
	 	12/10/2008
	 	Rev. 05
	SB00

	 	Structure Layout Shipping Platform Overall Plan View
	 	12/10/2008
	 	Rev. 05
	SB01

	 	Structure Layout Shipping Platform Overall Enlarged Foundation Plan
	 	12/10/2008
	 	Rev. 05
	SB02

	 	Structure Layout Shipping Platform Overall Enlarged Foundation Plan
	 	12/10/2008
	 	Rev. 05
	SB03

	 	Structure Layout Shipping Platform Footing Detail
	 	12/10/2008
	 	Rev. 05
	SG01

	 	Structure Layout Extendable Conveyor Foundation Plans
	 	12/10/2008
	 	Rev. 05
	SG02

	 	Structure Layout Extendable Conveyor Foundation Plans
	 	12/10/2008
	 	Rev. 05
	SG03

	 	Structure Layout Extendable Footings Foundation Plans
	 	12/10/2008
	 	Rev. 05
	SG04

	 	Structure Layout Extendable Footings Foundation Plans
	 	12/10/2008
	 	Rev. 05
	SG05

	 	Structure Layout Extendable Footings Foundation Plans
	 	12/10/2008
	 	Rev. 05
	SG06

	 	Structure Layout Extendable Tracks Footing Cross Sections
	 	12/10/2008
	 	Rev. 05
	HIGHLAND FAIRVIEW CORPORATE PARK PROJECT MANUAL

	Div 00

	 	Procurement and Contracting requirements
	 	7/24/2008	 	 
	Div 01

	 	General requirements
	 	7/24/2008	 	 
	Div 02

	 	Sitrework
	 	7/24/2008	 	 
	Div 03

	 	Concrete
	 	7/24/2008	 	 
	Div 04

	 	Masonry
	 	7/24/2008	 	 
	Div 05

	 	Metals
	 	7/24/2008	 	 
	Div 06

	 	Wood and Plastics
	 	7/24/2008	 	 
	Div 07

	 	Thermal and Moisture Control
	 	7/24/2008	 	 
	Div 08

	 	Doors and Windows
	 	7/24/2008	 	 
	Div 09

	 	Finishes
	 	7/24/2008	 	 
	Div 10

	 	Specialties
	 	7/24/2008	 	 
	Div 11

	 	Equipment
	 	7/24/2008	 	 
	Div 12

	 	Furnishings
	 	7/24/2008	 	 
	Div 13

	 	Special Construction
	 	7/24/2008	 	 
	Div 14

	 	Conveyor Systems
	 	7/24/2008	 	 
	Div 15

	 	Mechanical
	 	7/24/2008	 	 
	Div 16

	 	Electrical
	 	7/24/2008	 	 
	PRELIMINARY GEOTECHNICAL REPORT LEIGHTON & ASSOC.

	1.0

	 	Introduction
	 	6/15/2007	 	 
	2.0

	 	Geotechnical Investigation & Lab
	 	6/15/2007	 	 
	3.0

	 	Summary
	 	6/15/2007	 	 
	4.0

	 	Faulting & Seismicity
	 	6/15/2007	 	 
	5.0

	 	Conclusions
	 	6/15/2007	 	 
	6.0

	 	Preliminary Recommendations
	 	6/15/2007	 	 
	7.0

	 	Geotechnical Review
	 	6/15/2007	 	 
	8.0

	 	Limitations
	 	6/15/2007	 	 
	map

	 	Geotechnical Map / Boring Log
	 	6/15/2007	 	 
	UPDATED PRELIMINARY GEOTECHNICAL REPORT LEIGHTON & ASSOC.

	1.0

	 	Introduction
	 	4/30/2008	 	 
	2.0

	 	Geotechnical Investigation & Lab
	 	4/30/2008	 	 
	3.0

	 	Summary
	 	4/30/2008	 	 
	4.0

	 	Faulting & Seismicity
	 	4/30/2008	 	 










 









 







Contract#: MH00-121-226

Project: Hhighland Fairview Corporate Park

Trade: General Contractor






	 	 	 	 	 	 	 

	UPDATED PRELIMINARY GEOTECHNICAL REPORT LEIGHTON & ASSOC. CONTINUED

	5.0

	 	Conclusions
	 	4/30/2008	 	 
	6.0

	 	Preliminary Recommendations
	 	4/30/2008	 	 
	7.0

	 	Geotechnical Review	 	4/30/2008	 	 
	8.0

	 	Limitations
	 	4/30/2008	 	 
	map

	 	Geotechnical Map / Boring Log
	 	4/30/2008	 	 
	OTHER SOILS REPORTS

	 

	 	Update Seismic Design Parameters
	 	11/30/2007	 	 
	 

	 	Preliminary Geotechnical Evaluation, SR-60 Widening
	 	7/30/2008	 	 
	 

	 	Clarifications to Soils, Highland Fairview Corporate Park
	 	8/15/2008	 	 
	 

	 	response to City of M.V. Review Comments & Map
	 	11/5/2008	 	 
	 

	 	geotechnical Recommendations for Temporary Fire Access Road
	 	1/5/2009	 	 
	 

	 	Clarifications #2 to Soils Report, Highland Fairview Corporate Park
	 	1/14/2009	 	 
	 

	 	Response to City of M.V. Review Comments, Public Works Depart.
	 	1/16/2009	 	 
	 

	 	Geotechnical Review of Improvements & rough Grade for Sanitary Sewer
	 	1/21/2009	 	 
	 

	 	Clarifications #3 to Soils report, Highland Fairview Corporate Park
	 	1/29/2009	 	 
	 

	 	Rough Grading Anticipated Keyway Locations
	 	1/29/2009	 	 
	 

	 	recommended Sup drain Locations
	 	2/6/2009	 	 
	 

	 	Infiltration Characteristics of onsite soils
	 	6/23/2008	 	 
	 

	 	Supplemental Remedial Grading Rec. Skechers VAS Platform
	 	2/6/2009	 	 
	STRUCTURAL CALCULATIONS

	 

	 	Structural Calculations by David Kramer
	 	2/2/2009	 	 
	TITLE 24 REPORT

	 

	 	title 24 Report by Alan Poydock — Thermalair, Inc.
	 	1/30/2009	 	 
	CIVIL MISC EXHIBITS & REPORTS

	 

	 	Drainage Bypass for Redlands Sewer Work Area
	 	2/18/2009	 	 
	 

	 	Grading Balance Area
	 	2/18/2009	 	 
	 

	 	Highland SWPPP
	 	2/18/2009	 	 
	 

	 	Set Back for Restricted Hours of Work
	 	2/18/2009	 	 
	 

	 	Existing Stockpile Locations
	 	2/18/2009	 	 
	 

	 	Mitigation Monitoring Program by Michael Brandman Assoc.
	 	12/23/2008	 	 
	 

	 	Septic Exhibit
	 	1/7/2009	 	 






 









 







Contract#: MH00-121-226

Project: Hhighland Fairview Corporate Park

Trade: General Contractor



EXHIBIT “E”

DRAWING LOG -EUCALYPTUS STREET




SKECHERS DISTRIBUTION CENTER

29800 Eucalyptus Avenue, Rancho Belago, California 92555



	 	 	 	 	 	 	 

	ARCHITECTURAL

	A0.1

	 	Highland Fairview Corporate Park Title Sheet — ASI #2
	 	11/11/2008
	 	Delta 2
	A0.2

	 	Highland Fairview Corporate Park General Sheet
	 	5/21/2008	 	 
	A0.3.1

	 	Disability Access Notes
	 	5/21/2008	 	 
	A0.3.2

	 	Disability Access Notes
	 	5/21/2008	 	 
	A0.3.3

	 	Disability Access Notes
	 	5/21/2008	 	 
	A1.1

	 	Overall Site Plan
	 	5/21/2008	 	 
	AD.1

	 	Details
	 	5/21/2008	 	 
	AD.1A

	 	Site Details for ADA Access
	 	12/4/2009
	 	Delta 4
	AD.2

	 	Details
	 	5/21/2008	 	 
	AD.3

	 	Details — ASI #1
	 	9/15/2008
	 	Delta 1
	AD.3A

	 	Details — ASI #3
	 	12/30/2008
	 	(Delta 5)
	AD.4

	 	Details
	 	5/21/2008	 	 
	AD.5

	 	Details
	 	5/21/2008	 	 
	AD.6

	 	Details
	 	5/21/2008	 	 
	AD.7

	 	Details
	 	5/21/2008	 	 
	AD.8

	 	Details
	 	5/21/2008	 	 
	AD.9

	 	Details
	 	5/21/2008	 	 
	AD.10

	 	Details — ASI #2
	 	11/11/2008
	 	Delta 2
	AD.11

	 	Details — ASI #2
	 	11/11/2008
	 	Delta 2
	FIRE PROTECTION PARCEL 1 / SKECHERS

	HFCP

	 	Cover Page	 	 	 	 
	FP 1

	 	Underground Fire Master Plan
	 	7/29/2008	 	 
	FP 2

	 	Enlarged Underground Fire Piping Part I
	 	7/29/2008	 	 
	FP 3

	 	Enlarged Underground Fire Piping Part II
	 	7/29/2008	 	 
	FP 4

	 	Underground Fire Notes / Details
	 	7/29/2008	 	 
	CONSTRUCTION STAGING PLAN

	SC 1

	 	Stage Construction
	 	1/9/2009	 	 
	SC 2

	 	Traffic Handling / Construction area Sign Plan
	 	1/9/2009	 	 
	SC 3

	 	Traffic Handling / Construction area Sign Plan
	 	1/9/2009	 	 
	SC 4

	 	Traffic Handling / Construction area Sign Plan
	 	1/9/2009	 	 
	TRAFFIC CONTROL PLAN

	TCP 1

	 	Traffic Control Plan — Title Sheet
	 	2/18/2009	 	 
	TCP 2

	 	Traffic Control Plan — Phase I & II
	 	2/18/2009	 	 
	TCP 3

	 	Traffic Control Plan — Phase I
	 	2/18/2009	 	 
	TCP 4

	 	Traffic Control Plan — Phase II
	 	2/18/2009	 	 
	TCP 5

	 	Traffic Control Plan — Phase I
	 	2/18/2009	 	 
	TCP 6

	 	Traffic Control Plan — Phase II
	 	2/18/2009	 	 






 









 







Contract#: MH00-121-226

Project: Hhighland Fairview Corporate Park

Trade: General Contractor



	 	 	 	 	 	 	 

	PRECISE GRADING

	PG 1

	 	Precise Grading — Title Sheet
	 	2/18/2009	 	 
	PG 2

	 	Precise Grading — Detail Sheet
	 	2/18/2009	 	 
	PG 3

	 	Precise Grading Plan
	 	2/18/2009	 	 
	PG 4

	 	Precise Grading Plan
	 	2/18/2009	 	 
	PG 5

	 	Precise Grading Plan
	 	2/18/2009	 	 
	PG 6

	 	Precise Grading Plan
	 	2/18/2009	 	 
	PG 7

	 	Precise Grading Plan
	 	2/18/2009	 	 
	PG 8

	 	Precise Grading Plan
	 	2/18/2009	 	 
	PG 9

	 	Precise Grading Plan
	 	2/18/2009	 	 
	PG 10

	 	Precise Grading Plan
	 	2/18/2009	 	 
	PG 11

	 	Precise Grading Plan
	 	2/18/2009	 	 
	PG 12

	 	Precise Grading Plan
	 	2/18/2009	 	 
	PG 13

	 	Precise Grading Plan
	 	2/18/2009	 	 
	PG 14

	 	Precise Grading Plan
	 	2/18/2009	 	 
	PG 15

	 	Precise Grading Plan
	 	2/18/2009	 	 
	LINE “F” STORM DRAIN SYSTEM

	SHT 1

	 	Moreno MDP Line — F — Title Sheet
	 	1/9/2009	 	 
	SHT 2

	 	Moreno MDP Line — F — Notes & Details
	 	1/9/2009	 	 
	SHT 3

	 	Moreno MDP Line — F — Station
	 	1/9/2009	 	 
	SHT 4

	 	Moreno MDP Line — F — Station
	 	1/9/2009	 	 
	SHT 5

	 	Moreno MDP Line — F — Station
	 	1/9/2009	 	 
	SHT 6

	 	Moreno MDP Line — F — Station
	 	1/9/2009	 	 
	SHT 7

	 	Moreno MDP Line — F — Station
	 	1/9/2009	 	 
	SHT 8

	 	Moreno MDP Line — F — Station
	 	1/9/2009	 	 
	SHT 9

	 	Moreno MDP Line — F — Lat F-2
	 	1/9/2009	 	 
	SHT 10

	 	Moreno MDP Line — F — Lat F-2-A
	 	1/9/2009	 	 
	SHT 11

	 	Moreno MDP Line — F — Lat D-5
	 	1/9/2009	 	 
	SHT 12

	 	Moreno MDP Line — F — Lat D-6
	 	1/9/2009	 	 
	SHT 13

	 	Moreno MDP Line — F — Lat F-8
	 	1/9/2009	 	 
	SHT 14

	 	Moreno MDP Line — F — Lat F-8
	 	1/9/2009	 	 
	SHT 15

	 	Moreno MDP Line — F — Lat F-8
	 	1/9/2009	 	 
	SHT 16

	 	Moreno MDP Line — F — Lat F-8
	 	1/9/2009	 	 
	SHT 17

	 	Moreno MDP Line — F — Lat F-8
	 	1/9/2009	 	 
	SHT 18

	 	Moreno MDP Line — F — Lat F-9
	 	1/9/2009	 	 
	SHT 19

	 	Moreno MDP Line — F — Lat F-9
	 	1/9/2009	 	 
	SHT 20

	 	Moreno MDP Line — F — Profiles
	 	1/9/2009	 	 
	SHT 21

	 	Moreno MDP Line — F — Profiles
	 	1/9/2009	 	 
	SHT 22

	 	Moreno MDP Line — F — Profiles
	 	1/9/2009	 	 
	SHT 23

	 	Moreno MDP Line — F — Gen Notes & Details
	 	1/9/2009	 	 
	SHT 24

	 	Moreno MDP Line — F — Details
	 	1/9/2009	 	 
	SHT 25

	 	Moreno MDP Line — F — Lateral Plan Sections
	 	1/9/2009	 	 
	SHT 26

	 	Moreno MDP Line — F — Lateral
	 	1/9/2009	 	 
	SHT 27

	 	Moreno MDP Line — F — Sections
	 	1/9/2009	 	 
	SHT 28

	 	Moreno MDP Line — F — Access Openings & Details
	 	1/9/2009	 	 
	 

	 	new spec and area of 6,00 psi concrete	 	 	 	 










 









 









Contract#: MH00-121-226

Project: Hhighland Fairview Corporate Park

Trade: General Contractor






	 	 	 	 	 	 	 

	EUCALYPTUS SANITARY SEWER PLAN

	SSIP 1

	 	Eucalyptus Avenue — Sanitary Sewer Plan — Title Sheet
	 	1/9/2009	 	 
	SSIP 2

	 	Eucalyptus Avenue — Sanitary Sewer Plan — Index & Legend
	 	1/9/2009	 	 
	SSIP 3

	 	Eucalyptus Avenue — Sanitary Sewer Plan — Plan Profile
	 	1/9/2009	 	 
	SSIP 4

	 	Eucalyptus Avenue — Sanitary Sewer Plan — Plan Profile
	 	1/9/2009	 	 
	SSIP 5

	 	Eucalyptus Avenue — Sanitary Sewer Plan — Plan Profile
	 	1/9/2009	 	 
	SSIP 6

	 	Eucalyptus Avenue — Sanitary Sewer Plan — Plan Profile
	 	1/9/2009	 	 
	SSIP 7

	 	Eucalyptus Avenue — Sanitary Sewer Plan — Plan Profile
	 	1/9/2009	 	 
	RECYCLED WATER IMPROVEMENT PLAN

	RWIP 1

	 	EUCALYPTUS
	 	2/20/2009	 	 
	RWIP 2

	 	EUCALYPTUS
	 	2/20/2009	 	 
	RWIP 3

	 	EUCALYPTUS
	 	2/20/2009	 	 
	RWIP 4

	 	EUCALYPTUS
	 	2/20/2009	 	 
	RWIP 5

	 	EUCALYPTUS
	 	2/20/2009	 	 
	RWIP 6

	 	EUCALYPTUS
	 	2/20/2009	 	 
	WATER IMPROVEMENT PLAN

	RWIP 7

	 	EUCALYPTUS
	 	2/20/2009	 	 
	WIP 1

	 	EUCALYPTUS
	 	2/20/2009	 	 
	WIP 2

	 	EUCALYPTUS
	 	2/20/2009	 	 
	WIP 3

	 	EUCALYPTUS
	 	2/20/2009	 	 
	WIP 4

	 	EUCALYPTUS
	 	2/20/2009	 	 
	WIP 5

	 	EUCALYPTUS
	 	2/20/2009	 	 
	WIP 6

	 	EUCALYPTUS
	 	2/20/2009	 	 
	WIP 7

	 	EUCALYPTUS
	 	2/20/2009	 	 
	EUCALYPTUS SITE UTILITIES

	SHT 1

	 	Eucalyptus Avenue Utility Design — BUTSKO
	 	1/9/2009	 	 
	SHT 2

	 	Eucalyptus Avenue Utility Design — BUTSKO
	 	1/9/2009	 	 
	SHT 3

	 	Eucalyptus Avenue Utility Design — BUTSKO
	 	1/9/2009	 	 
	SHT 4

	 	Eucalyptus Avenue Utility Design — BUTSKO
	 	1/9/2009	 	 
	SHT 5

	 	Eucalyptus Avenue Utility Design — BUTSKO
	 	1/9/2009	 	 
	SHT 1

	 	Eucalyptus Avenue Temporary Transformer — BUTSKO
	 	1/9/2009	 	 
	ELECTRICAL DISTRIBUTION PLAN

	SHT 1

	 	Electrical Distribution Plan
	 	2/18/2009	 	 
	SHT 2

	 	Electrical Distribution Plan
	 	2/18/2009	 	 
	SHT 3

	 	Electrical Distribution Plan
	 	2/18/2009	 	 
	SHT 4

	 	Electrical Distribution Plan
	 	2/18/2009	 	 
	FIRE PROTECTION SITE

	FP 1 UG

	 	Underground Fire Master Plan
	 	11/12/2008	 	 
	FP 2 UG

	 	Enlarged Underground Fire Piping Part I
	 	3/3/2009	 	 
	FP 3 UG

	 	Enlarged Underground Fire Piping Part II
	 	3/3/2009	 	 
	FP 1

	 	Site Fire Access Plan (During Construction)
	 	3/3/2009	 	 
	FP 2

	 	Site Fire Access Plan (Job Completion)
	 	3/3/2009	 	 
	EUCALYPTUS STREET IMPROVEMENT PLAN

	STIP 1

	 	Eucalyptus Avenue Street Improvement Plan — Title Sheet
	 	1/9/2009	 	 
	STIP 2

	 	Eucalyptus Avenue Street Improvement Plan — Notes & Index Map
	 	1/9/2009	 	 
	STIP 3

	 	Eucalyptus Avenue Street Improvement Plan — Details & Sections
	 	1/9/2009	 	 










 









 








Contract#: MH00-121-226

Project: Hhighland Fairview Corporate Park

Trade: General Contractor






	 	 	 	 	 	 	 

	EUCALYPTUS STREET IMPROVEMENT PLAN CONTINUATION

	STIP 4

	 	Eucalyptus Avenue Street Improvement Plan — Phase 1
	 	1/9/2009	 	 
	STIP 5

	 	Eucalyptus Avenue Street Improvement Plan — Phase 2
	 	1/9/2009	 	 
	STIP 6

	 	Eucalyptus Avenue Street Improvement Plan — Phase 3
	 	1/9/2009	 	 
	STIP 7

	 	Eucalyptus Avenue Street Improvement Plan — Phase 4
	 	1/9/2009	 	 
	STIP 8

	 	Eucalyptus Avenue Street Improvement Plan — Phase 5
	 	1/9/2009	 	 
	STIP 9

	 	Eucalyptus Avenue Street Improvement Plan — Phase 6
	 	1/9/2009	 	 
	STIP 10

	 	Eucalyptus Avenue Street Improvement Plan — Phase 7
	 	1/9/2009	 	 
	STIP 11

	 	Eucalyptus Avenue — Signing & Striping Title Sheet
	 	1/9/2009	 	 
	STIP 12

	 	Eucalyptus Avenue — Signing & Striping
	 	1/9/2009	 	 
	STIP 13

	 	Eucalyptus Avenue — Signing & Striping
	 	1/9/2009	 	 
	PAVING SECTION

	PS

	 	PAVING SECTION EXHIBIT
	 	2/18/2009	 	 
	MEDIAN EXHIBIT

	E-1

	 	Exhibit — Sections Eucalyptus Street Median
	 	7/22/2009	 	 
	110

	 	Emergency Vehicle Median Access
	 	1/1/2005	 	 
	TOLERANCE EXHIBIT

	TE

	 	Tolerance Exhibit
	 	2/18/2009	 	 
	THEODORE STREET IMPROVEMENT PLAN

	TSE

	 	Theodore Street Exhibit
	 	2/18/2009	 	 
	TRAFFIC SIGNAL INTERCONNECT

	421

	 	Traffic Signal Interconnect Detail	 	1/1/2008	 	 
	EVTSI

	 	Emergency Vehicle & Traffic Signal Interconnect
	 	10/22/2009	 	 
	THEODORE STREET IMPROVEMENT PLAN

	 

	 	Theodore Street / HWY 60 Ramp Widening Exhibit	 	 	 	 
	EUCALYPTUS STREET LANDSCAPE & IRRIGATION

	SHT 1

	 	Eucalyptus Street — Cover Sheet
	 	2/18/2009	 	 
	SHT 2

	 	Eucalyptus Street — Construction Plan
	 	2/18/2009	 	 
	SHT 3

	 	Eucalyptus Street — Construction Plan
	 	2/18/2009	 	 
	SHT 4

	 	Eucalyptus Street — Construction Plan
	 	2/18/2009	 	 
	SHT 5

	 	Eucalyptus Street — Construction Plan
	 	2/18/2009	 	 
	SHT 6

	 	Eucalyptus Street — Construction Plan
	 	2/18/2009	 	 
	SHT 7

	 	Eucalyptus Street — Construction Plan
	 	2/18/2009	 	 
	SHT 8

	 	Eucalyptus Street — Construction Details
	 	2/18/2009	 	 
	SHT 9

	 	Eucalyptus Street — Construction Details
	 	2/18/2009	 	 
	SHT 10

	 	Eucalyptus Street — Construction Details
	 	2/18/2009	 	 
	SHT 11

	 	Eucalyptus Street — Construction Specifications
	 	2/18/2009	 	 
	SHT 12

	 	Eucalyptus Street — Irrigation Plan
	 	2/18/2009	 	 
	SHT 13

	 	Eucalyptus Street — Irrigation Plan
	 	2/18/2009	 	 
	SHT 14

	 	Eucalyptus Street — Irrigation Plan
	 	2/18/2009	 	 
	SHT 15

	 	Eucalyptus Street — Irrigation Plan
	 	2/18/2009	 	 
	SHT 16

	 	Eucalyptus Street — Irrigation Plan
	 	2/18/2009	 	 
	SHT 17

	 	Eucalyptus Street — Irrigation Plan
	 	2/18/2009	 	 
	SHT 18

	 	Eucalyptus Street — Irrigation Details
	 	2/18/2009	 	 
	SHT 19

	 	Eucalyptus Street — Irrigation Details
	 	2/18/2009	 	 
	SHT 20

	 	Eucalyptus Street — Irrigation Notes
	 	2/18/2009	 	 
	SHT 21

	 	Eucalyptus Street — Irrigation Specifications
	 	2/18/2009	 	 







 









 







Contract#: MH00-121-226

Project: Hhighland Fairview Corporate Park

Trade: General Contractor



	 	 	 	 	 	 	 

	EUCALYPTUS STREET LANDSCAPE & IRRIGATION CONTINUATION

	SHT 22

	 	Eucalyptus Street — Irrigation Specifications
	 	2/18/2009	 	 
	SHT 23

	 	Eucalyptus Street — Planting Plan
	 	2/18/2009	 	 
	SHT 24

	 	Eucalyptus Street — Planting Plan
	 	2/18/2009	 	 
	SHT 25

	 	Eucalyptus Street — Planting Plan
	 	2/18/2009	 	 
	SHT 26

	 	Eucalyptus Street — Planting Plan
	 	2/18/2009	 	 
	SHT 27

	 	Eucalyptus Street — Planting Plan
	 	2/18/2009	 	 
	SHT 28

	 	Eucalyptus Street — Planting Plan
	 	2/18/2009	 	 
	SHT 29

	 	Eucalyptus Street — Planting Details
	 	2/18/2009	 	 
	SHT 30

	 	Eucalyptus Street — Planting Details
	 	2/18/2009	 	 
	SHT 31

	 	Eucalyptus Street — Planting Specifications
	 	2/18/2009	 	 
	SHT 32

	 	Eucalyptus Street — Planting Specifications
	 	2/18/2009	 	 
	HIGHLAND FAIRVIEW CORPORATE PARK — PROJECT MANUAL

	Div 00

	 	Procurement and Contracting requirements
	 	7/24/2008	 	 
	Div 01

	 	General requirements
	 	7/24/2008	 	 
	Div 02

	 	Sitrework
	 	7/24/2008	 	 
	Div 03

	 	Concrete
	 	7/24/2008	 	 
	Div 04

	 	Masonry
	 	7/24/2008	 	 
	Div 05

	 	Metals
	 	7/24/2008	 	 
	Div 06

	 	Wood and Plastics
	 	7/24/2008	 	 
	Div 07

	 	Thermal and Moisture Control
	 	7/24/2008	 	 
	Div 08

	 	Doors and Windows
	 	7/24/2008	 	 
	Div 09

	 	Finishes
	 	7/24/2008	 	 
	Div 10

	 	Specialties
	 	7/24/2008	 	 
	Div 11

	 	Equipment
	 	7/24/2008	 	 
	Div 12

	 	Furnishings
	 	7/24/2008	 	 
	Div 13

	 	Special Construction
	 	7/24/2008	 	 
	Div 14

	 	Conveyor Systems
	 	7/24/2008	 	 
	Div 15

	 	Mechanical
	 	7/24/2008	 	 
	Div 16

	 	Electrical
	 	7/24/2008	 	 
	PRELIMINARY GEOTECHNICAL REPORT LEIGHTON & ASSOC.

	1.0

	 	Introduction
	 	6/15/2007	 	 
	2.0

	 	Geotechnical Investigation & Lab
	 	6/15/2007	 	 
	3.0

	 	Summary
	 	6/15/2007	 	 
	4.0

	 	Faulting & Seismicity
	 	6/15/2007	 	 
	5.0

	 	Conclusions
	 	6/15/2007	 	 
	6.0

	 	Preliminary Recommendations
	 	6/15/2007	 	 
	7.0

	 	Geotechnical Review
	 	6/15/2007	 	 
	8.0

	 	Limitations
	 	6/15/2007	 	 
	map

	 	Geotechnical Map / Boring Log
	 	6/15/2007	 	 
	1.0

	 	Introduction
	 	4/30/2008	 	 
	2.0

	 	Geotechnical Investigation & Lab
	 	4/30/2008	 	 
	3.0

	 	Summary
	 	4/30/2008	 	 
	4.0

	 	Faulting & Seismicity
	 	4/30/2008	 	 
	5.0

	 	Conclusions
	 	4/30/2008	 	 
	6.0

	 	Preliminary Recommendations
	 	4/30/2008	 	 










 









 







Contract#: MH00-121-226

Project: Hhighland Fairview Corporate Park

Trade: General Contractor






	 	 	 	 	 	 	 

	PRELIMINARY GEOTECHNICAL REPORT LEIGHTON & ASSOC. CONTINUATION

	7.0

	 	Geotechnical Review
	 	4/30/2008	 	 
	8.0

	 	Limitations
	 	4/30/2008	 	 
	map

	 	Geotechnical Map / Boring Log
	 	4/30/2008	 	 
	 

	 	Update Seismic Design Parameters
	 	11/30/2007	 	 
	 

	 	Update Geotechnical Report
	 	4/30/2008	 	 
	 

	 	Preliminary Geotechnical Evaluation, SR-60 Widening
	 	7/30/2008	 	 
	 

	 	Clarifications to Soils, Highland Fairview Corporate Park
	 	8/15/2008	 	 
	 

	 	response to City of M.V. Review Comments & Map
	 	11/5/2008	 	 
	 

	 	geotechnical Recommendations for Temporary Fire Access Road
	 	1/5/2009	 	 
	 

	 	Clarifications #2 to Soils Report, Highland Fairview Corporate Park
	 	1/14/2009	 	 
	 

	 	Response to City of M.V. Review Comments, Public Works Depart.
	 	1/16/2009	 	 
	 

	 	Geotechnical Review of Improvements & rough Grade for Sanitary Sewer
	 	1/21/2009	 	 
	 

	 	Clarifications #3 to Soils report, Highland Fairview Corporate Park
	 	1/29/2009	 	 
	 

	 	Rough Grading Anticipated Keyway Locations
	 	1/29/2009	 	 
	 

	 	recommended Sub drain Locations
	 	2/6/2009	 	 
	CIVIL MISC EXHIBITS & REPORTS

	 

	 	Drainage Bypass for Redlands Sewer Work Area
	 	2/18/2009	 	 
	 

	 	Grading Balance Area
	 	2/18/2009	 	 
	 

	 	Highland SWPPP
	 	2/18/2009	 	 
	 

	 	Offsite Rubble Disposal
	 	2/18/2009	 	 
	 

	 	Set Back for Restricted Hours of Work
	 	2/18/2009	 	 
	 

	 	Supplemental SWPPP
	 	2/18/2009	 	 
	 

	 	Water Pick-Up
	 	2/18/2009	 	 
	 

	 	Mitigation Monitoring Program by Michael Brandman Assoc.
	 	12/23/2008	 	 







 











 





EXHIBIT “E”

PROJECT MANUALS & REPORT




SKECHERS DISTRIBUTION WAREHOUSE

29800 Eucalyptus Avenue, Moreno Valley, California 92555



	 	 	 	 	 	 	 

	GEOTECHNICAL
	 	 
	6/15/2007

	 	Preliminary Geotechnical Report
	 	Section 1.0 — Introduction	 	 
	 

	 	Leighton and Associates, Inc.
	 	Section 2.0 — Geotechnical Investigation & Lab	 	 
	 

	 	 	 	Section 3.0 — Summary	 	 
	 

	 	 	 	Section 4.0 — Faulting & Seismicity	 	 
	 

	 	 	 	Section 5.0 — Conclusions	 	 
	 

	 	 	 	Section 6.0 — Preliminary Recommendations	 	 
	 

	 	 	 	Section 7.0 — Geotechnical review	 	 
	 

	 	 	 	Section 8.0 — Limitations	 	 
	 

	 	 	 	Geotechnical Map / Boring Log	 	 
	 
	 	 	 	 	 	 
	4/30/2008

	 	Update Geotechnical report
	 	Section 1.0 — Introduction	 	 
	 

	 	Leighton and Associates, Inc.
	 	Section 2.0 — Geotechnical Investigation & Lab	 	 
	 

	 	 	 	Section 3.0 — Summary	 	 
	 

	 	 	 	Section 4.0 — Faulting & Seismicity	 	 
	 

	 	 	 	Section 5.0 — Conclusions	 	 
	 

	 	 	 	Section 6.0 — Preliminary Recommendations	 	 
	 

	 	 	 	Section 7.0 — Geotechnical review	 	 
	 

	 	 	 	Section 8.0 — Limitations	 	 
	 

	 	 	 	Geotechnical Map / Boring Log	 	 
	 
	 	 	 	 	 	 
	11/30/2007	 	Update Seismic Design Parameters
	4/30/2008	 	Update Geotechnical Report
	7/30/2008	 	Preliminary Geotechnical Evaluation, SR-60 Widening between Theodore & Redlands Blvd.
	8/15/2008	 	Clarifications to Soils Report, Highland Fairview Corporate Park
	11/5/2008	 	Response to City of Moreno Valley Review Comments & Map
	1/5/2009	 	Geotechnical recommendations for Temporary “All-Weather” Fire Access
	1/14/2009	 	Clarifications #2 to Soils Report, Highland Fairview Corporate Park
	1/16/2009	 	Response to City of Moreno Valley Review Comments, Public Works Department
	1/21/2009	 	Geotechnical review of Improvement & rough Grading Plans for Sanitary Sewer — Redlands Blvd.
	1/29/2009	 	Clarifications #3 to Soils Report, Highland Fairview Corporate Park
	1/29/2009	 	Rough Grading Anticipated Keyway Locations
	2/6/2009	 	Recommended Subdrain Locations
	 
	 	 	 	 	 	 
	PROJECT MANUAL
	 	 
	7/24/2008

	 	Highland Corporate Park
	 	Project Requirements & Specifications	 	 
	 

	 	HPA, Inc. Architects
	 	Division 00 — Procurement & Contracting	 	 
	 

	 	 	 	Division 01 — General Requirements	 	 
	 

	 	 	 	Division 02 — Sitework	 	 
	 

	 	 	 	Division 03 — Concrete	 	 
	 

	 	 	 	Division 04 — Masonry	 	 
	 

	 	 	 	Division 05 — Metals	 	 
	 

	 	 	 	Division 06 — Wood & Plastics	 	 
	 

	 	 	 	Division 07 — Thermal & Moisture Control	 	 
	 

	 	 	 	Division 08 — Doors & Windows	 	 
	 

	 	 	 	Division 09 — Finishes	 	 
	 

	 	 	 	Division 10 — Specialties	 	 
	 

	 	 	 	Division 11 — Equipment	 	 
	 

	 	 	 	Division 12 — Furnishings	 	 
	 

	 	 	 	Division 13 — Special Construction	 	 
	 

	 	 	 	Division 14 — Conveying Systems	 	 
	 

	 	 	 	Division 15 — Design build	 	 
	 

	 	 	 	Division 16 — Design Build	 	 
	 
	STRUCTURAL CALCULATIONS
	 	 
	2/2/2009

	 	Structural Clculations by David Robert Kramer	 	 	 	 
	 
	TITLE 24 REPORT
	 	 
	1/30/2009

	 	title 24 Report by Alan Poydock — termalair, Inc.	 	 	 	 
	 
	CIVIL MISC. EXHIBITS & REPORTS
	 	 
	2/18/2009

	 	Drainage Bypass for Redlands Sewer Work Area	 	 	 	 
	 

	 	Grading Balance Area	 	 	 	 
	 

	 	Highland SWPPP	 	 	 	 
	 

	 	Offsite Rubble Disposal	 	 	 	 
	 

	 	Set Back for Restricted Hours of Work	 	 	 	 
	 

	 	Existing Stockpile Locations	 	 	 	 
	 

	 	Supplemental SWPPP	 	 	 	 
	 

	 	Water Pick-Up	 	 	 	 
	12/23/2008	 	Mitigation Monitoring Program by Michael Brandman Associates
	1/7/2009

	 	Septic Exhibit	 	 	 	 
	 

	 	Final Fire Access Plan	 	 	 	 
	 

	 	Temporary Fire Access Plan	 	 	 	 






 









 






EXHIBIT “F”




ADVANCES



     1. Draw Request. A “Draw Request” means a properly completed and executed
written application by Borrower to Administrative Agent in the form
of Exhibit “F-1” (or in
another form satisfactory to Administrative Agent) setting forth the amount of Up-Front Equity Cash
and/or Loan Proceeds desired, together with the related AIA Document G-702 and G-703 and such
schedules, affidavits, releases, waivers, statements, invoices, bills, and other documents,
certificates and information satisfactory to Administrative Agent. At least ten (10) Business Days
before the requested date of each advance made under the Budget from the Up-Front Equity Cash or
the Loan, Borrower shall deliver a Draw Request to Administrative Agent. Borrower shall be entitled
to an advance only in an amount approved by Administrative Agent in accordance with the terms of
this Agreement and the Loan Documents. Except as expressly set forth below in this Section
1, Lenders shall not be required to make advances more frequently than once each calendar
month. Lenders shall, only upon the satisfaction, as determined by Administrative Agent in its sole
discretion, of all applicable conditions of this Agreement and the Loan Documents, be required to
make the requested advance to Borrower on a Funding Date which is a Business Day within ten (10)
Business Days after such satisfaction. Each Draw Request, and Borrower’s acceptance of any advance,
shall be deemed to ratify and confirm, as of the date of the Draw Request and the advance,
respectively, that, except as specified in the Draw Request, (a) all representations and warranties
in the Loan Documents remain true and correct, and all covenants and agreements in the Loan
Documents remain satisfied, (b) there is no uncured Default or Event of Default existing under the
Loan Documents, (c) all conditions to the advance, whether or not evidence thereof is required by
Administrative Agent, are satisfied, (d) the AIA Document G-702 and G-703 forms executed by each
contractor and approved by Borrower’s architect, together with all schedules, affidavits, releases,
waivers, statements, invoices, bills, and other documents, certificates and information submitted
for the Draw Request are complete and correct, and in all respects what they purport and appear to
be for the amount and period applicable to the Draw Request, (e) all advances previously made to
Borrower were disbursed, and the proceeds of the advance requested in the Draw Request will
immediately be disbursed, for payments of the costs and expenses specified in the Budget for which
the advances were made, and for no other purpose, (f) after the advance, all obligations for work
and other costs heretofore incurred by Borrower in connection with the Project and which are due
and payable will be fully paid and satisfied and (g) any unadvanced portion of the Loan to which
Borrower is entitled, plus the portions of the Aggregate Cost that are to be paid by Borrower from
other funds that, to Administrative Agent’s satisfaction, are available, set aside and committed,
is or will be sufficient to pay the actual unpaid Aggregate Cost. Notwithstanding anything to the
contrary contained in the foregoing: (1) in the event that during any calendar month in which
Borrower has already requested and received an advance, Borrower submits to Administrative Agent a
Draw Request for an additional advance (each an “Additional Monthly Advance”) and such
Additional Monthly Advance is solely for the payment of costs and expenses associated with the
construction of the roof of the Improvements, Lenders shall make such Additional Monthly Advance
provided that (i) Administrative Agent, in its sole and absolute discretion, has approved of such
Additional Monthly Advance; and (ii) Borrower has satisfied all conditions in this Agreement for
the making of an advance with respect to such Additional Monthly Advance; and (2) Lenders shall be
required to make one Additional Monthly Advance within thirty (30) days of the making of the
Initial Advance (it being acknowledged that the making of the Initial Advance shall occur on the
date hereof) provided that Borrower has satisfied all conditions in this Agreement for the making
of such Additional Monthly Advance.



     2. Advances. Borrower shall disburse all advances made to Borrower, for payments of
the costs and expenses specified in the Budget for which the advances were made, and for no other
purpose. Following receipt and approval of a Draw Request, all supporting documentation and
information required by Administrative Agent, and receipt and approval of a written report from
Construction Consultant satisfactory to Administrative Agent, Administrative Agent will determine
the amount of the advance Lenders shall make in accordance with this Agreement, the Loan
Documents, the Budget, and if and to the extent required by the Administrative Agent, to
Administrative Agent’s satisfaction, the following standards:



     a. An
initial advance in the amount of the Initial Advance in accordance with the Budget.



     b. For construction work other than tenant improvement work, advances on the basis of ninety
percent (90%) of the costs shown on the application for payment from the contractor reviewed and
approved by Administrative Agent of the work or material in place on the Improvements that comply
with the terms of the Loan Documents, minus



EXHIBIT F, PAGE 1




 









 




all previous advances and all amounts required to be paid by Borrower, as described in the
Budget. Following the completion of fifty percent (50%) of the Improvements as determined by the
Construction Consultant, the ninety percent (90%) limitation set forth above shall be increased to
ninety five percent (95%). Notwithstanding the foregoing, at the sole and absolute discretion of
Administrative Agent, advances relating to certain line items in the Budget may be made without
any retainage withheld or early release of retainage.




     c. For tenant improvement work, advances on the basis of one hundred percent (100%) of the
costs shown for each lease in the application for payment from the contractor reviewed and
approved by Administrative Agent for the work or material in place that complies with the terms of
the Loan Documents, provided that if required by Administrative Agent (i) an application
for payment may be submitted only after all applicable tenant improvements have been completed,
(ii) the amount of the requested advance does not exceed the per square foot allowance provided in
the Budget, (iii) all provisions of the Loan Documents, including, without limitation,
Sections 3, 4, and 5 of this Exhibit “F”, have been satisfied, (iv) the term of
the applicable lease has commenced, (v) Administrative Agent has received from the applicable
tenant a tenant estoppel certificate, and a subordination and attornment agreement in the
respective forms attached as exhibits to the Closing Checklist, or otherwise in form and content
satisfactory to Administrative Agent, (vi) Administrative Agent has received two (2) sets of
as-built plans for the applicable tenant improvements, and (vii) Administrative Agent has received
evidence of satisfaction of all applicable legal requirements, including but not limited to
applicable certificates of occupancy and evidence that the plans comply with all legal
requirements regarding access and facilities for handicapped or disabled persons.



     d. No advances for building materials or furnishings that are not yet incorporated into the
Improvements (“stored materials”) unless (i) Borrower has good title to the stored materials and
the stored materials are components in a form ready for incorporation into the Improvements and
will be so incorporated within a period of one hundred twenty (120) days, (ii) the stored
materials are in Borrower’s possession and satisfactorily stored on the Land or such materials are
satisfactorily stored at such other site as Administrative Agent may approve, (iii) the stored
materials are protected and insured against theft and damage in a manner and amount satisfactory
to Administrative Agent, (iv) the stored materials have been paid for in full or will be paid for
with the funds to be advanced and all lien rights and claims of the supplier have been released or
will be released upon payment with the advanced funds, and (v) Administrative Agent for the
benefit of Lenders has or will have upon payment with the advanced funds a perfected, first
priority security interest in the stored materials. Notwithstanding the foregoing, the aggregate
amount of advances for stored materials that have not yet been incorporated into the Improvements
shall not exceed the Stored Materials Advance Limit. Any Draw Request which includes an advance
for the cost of stored materials shall be accompanied by copies of invoices for such stored
materials in form and content satisfactory to Administrative Agent. All advances for the cost of
stored materials shall be on the basis of ninety percent (90%) of the invoiced amount.



     e. Intentionally Omitted.



     f. Borrower has advised Administrative Agent and Lenders that the City has been awarded grant
money in the amount of ONE MILLION DOLLARS ($1,000,000.00) (the “Grant Money”) from the
State of California under the State of California’s Proposition 1B State Local Partnership
Competitive Grant Program which Grant is for the “Eucalyptus Street Improvements Project”. Borrower
has advised Administrative Agent and Lenders that the construction of Phase 1 of Eucalyptus Street,
which shall replace the right of way of Fir Avenue currently abutting the Property to the south,
(the “Street Project”) is a requirement imposed by the City in connection with the
construction of the Improvements and that the Grant shall ultimately be available to the Borrower
(via disbursement from the City to the Borrower) for reimbursement of costs incurred by the
Borrower in constructing Phase 1 of Eucalyptus Street. Advances for the construction of the future
Eucalyptus Street (each such advance a “Street Project Advance”) shall be made in
accordance with the following procedures:




	 	(1)	 	In the event Borrower submits a Draw Request to Administrative
Agent containing a Street Project Advance at any time from the date hereof
until that date which is six (6) months from the date hereof (such period
being referred to herein as the “Initial Six Months”), Borrower shall,
within five (5) business days of receiving such Street Project Advance, (A)
pay such Street Project Advance to Borrower’s contractor; (B) submit a request
to the City for a portion of the Grant Money in an amount equal to the amount
of the Street Project Advance contained in its Draw Request and paid to
Borrower’s contractor; and (C) provide Administrative Agent





EXHIBIT F, PAGE 2



 









 






	 	 	 	with written evidence acceptable to Administrative Agent of its satisfaction of
the requirements set forth in (A) and (B) above;
	 
	 	(2)	 	Following Borrower’s receipt from the City of a portion of the
Grant Money in response to its request for same (a “Grant Advance”),
Borrower shall provide written notice of its receipt of such Grant Advance to
Administrative Agent and confirm, with evidence acceptable to Administrative
Agent, the amount of such Grant Advance;
	 
	 	(3)	 	In its first Draw Request following the receipt of a Grant
Advance, Borrower shall include a line item for the amount of such Grant
Advance which amount shall be subtracted from (i) the total amount of such
Draw Request; and (ii) the line item in the Budget used for Street Project
Advances. For illustration purposes only, if Borrower submits a Draw Request
for $1,000,000 of Loan Proceeds which contains a Street Project Advance of
$250,000, Borrower shall simultaneously submit a request for Grant Money in
the amount of $250,000 to the City and provide Administrative Agent with
copies of such request for Grant Money together with its Draw Request for
$1,000,000 of Loan Proceeds. Should Borrower receive Grant Money from the City
in response to its request for same, Borrower shall provide Administrative
Agent with written notice of same together with evidence thereof and in its
next following Draw Request, Borrower will include the amount of such Grant
Advance as an amount to be subtracted from the total amount of Loan Proceeds
requested in such following Draw Request and from the line item in the Budget
used for Street Project Advances.
	 
	 	(4)	 	In the event that Borrower does not receive the entire amount
of Grant Money during the Initial Six Months, within two (2) business days of
the expiration of the Initial Six Months, Borrower shall deposit into the
Upfront Equity Account an amount equal to ONE MILLION DOLLARS ($1,000,000.00)
less the total sum of all Grant Advances which have been received by Borrower
and deducted from subsequent Draw Requests pursuant to the procedure set forth
in subsection (3) above.
	 
	 	(5)	 	Notwithstanding anything to the contrary contained in this
Agreement, One Million Dollars ($1,000,000.00) of Loan Proceeds will be held
back and remain undisbursed within the line item in the Budget used for Street
Project Advances until the earlier to occur of (i) the disbursement to Borrower
of all of the Grant Money and confirmation by Administrative Agent that an
amount equal to all of the Grant Money (i.e., $1,000,000) has been deducted
from Draw Requests in the manner described above in this Section f; and
(ii) the expiration of the Initial Six Months but only provided that Borrower
has complied with the requirements of subsection (4) above.
	 
	 	(6)	 	During the Initial Six Months, Borrower shall not request an
advance of Grant Money from the City (or any other governmental authority)
without first having submitted to Administrative Agent a Draw Request
containing a Street Project Advance in the same amount as the amount of Grant
Money requested as set forth in subsection (1) above. At any time following
the expiration of the Initial Six Months, and provided that Borrower has
complied with the requirements of subsection (4) above, Borrower may submit
requests to the City (or any other governmental authority) for Grant Money and
if received apply such funds in whatever manner Borrower elects.





     g. Advances of “Hard Cost Contingency” (or any other similarly described item in the Budget)
shall be made available to Borrower as construction progresses but only (i) for hard costs; (ii) in
proportion to the percentage of completion of the Improvements at the time of advance as determined
by the Construction Consultant; and (iii) if shown as expended with all supporting documentation
and information and as shown in the report of the Construction Consultant submitted in connection
with such advance.



     h. Administrative Agent shall make periodic advances of soft costs, each in the amount
requested in the applicable Draw Request, without retainage provided that such request shall be
supported by a payables listing in




EXHIBIT F, PAGE 3



 









 




form and content satisfactory to Administrative Agent and for any soft cost greater than or equal
to Twenty Five Thousand and No/100 Dollars ($25,000.00), such request shall also be supported by
an invoice and other back up materials in form and content satisfactory the Administrative Agent.




     i. Advances of “Development Management Fee” (as set forth in the Budget) shall be made
available to Borrower as construction progresses provided however that in no event shall the ratio
of funded Development Management Fee to the total budgeted Development Management Fee expressed as
a percentage exceed by more than ten (10) percentage points the ratio of funded hard costs to the
total budgeted hard costs expressed as a percentage. By way of example only, if a Draw Request that
includes a request for a portion of the Development Management Fee is made and at such time fifty
percent (50%) of total hard costs have been funded, Borrower shall only be entitled to an Advance
for Development Management Fee in an amount that, when added to the Advances of Development
Management Fee already funded, does not exceed sixty percent (60%) of the total budgeted
Development Management Fee.



     j. Borrower has advised Administrative Agent and the Lenders that in connection with site
grading to be performed on the Property, the City has required that Borrower place with the City
cash security in the amount of ONE MILLION FIVE HUNDRED THIRTY FIVE THOUSAND SEVENTY SIX AND NO/100
DOLLARS ($1,535,076.00) to secure Borrower’s obligation to complete such site grading. Accordingly,
the Budget contains a line item entitled “Site Grading and Other Cash Sureties” in that amount. In
the event that the City returns to the Borrower the Site Grading and Other Cash Sureties or any
portion thereof (such amount returned the “Returned Amount”), Borrower shall, within two
(2) business days of receipt thereof, deposit the Returned Amount into the Up-Front Equity Account
Once such funds are received into the Up-Front Equity Account, the Budget shall be amended by
reallocating the line items for each of “Site Grading and Other Cash Sureties” (decrease) and
“Development Management Fee” (increase) by an amount equal to the Returned Amount.



     3. Conditions to the Initial Advance. As conditions precedent to the Initial Advance
hereunder, if and to the extent required by Administrative Agent, to Administrative Agent’s
satisfaction, Borrower must have satisfied the conditions required under this Agreement, including
all of those conditions set forth in Exhibit “C” and Section 4 below.



     4. Conditions to All Advances. As conditions precedent to each advance made pursuant
to a Draw Request, in addition to all other requirements contained in this Agreement, if and to
the extent required by Administrative Agent:



     a. the Advance Termination Date shall not have passed; and



     b. Administrative Agent shall have received and approved the following:




     i. Evidence satisfactory to Administrative Agent of the continued satisfaction of all
conditions to the Initial Advance (except to the extent that any of such conditions were waived in
writing by Administrative Agent).




     ii. A Draw Request.




     iii. Evidence satisfactory to Administrative Agent that no Default or any event which, with
the giving of notice or the lapse of time, or both, could become a Default, exists.




     iv. Evidence satisfactory to Administrative Agent that the representations and warranties
made in the Loan Documents must be true and correct on and as of the date of each advance and no
event shall have occurred or condition or circumstance shall exist which, if known to Borrower,
would render any such representation or warranty incorrect or misleading.




     v. Each subcontract or other contract for labor, materials, services and/or other work
included in a Draw Request duly executed and delivered by all parties thereto and effective, and
to the extent required under this Agreement, a true and complete copy of a fully executed copy of
each such subcontract or other




EXHIBIT F, PAGE 4



 









 







contract as Administrative Agent may have requested, together with performance and payment bonds
securing such contracts and subcontracts, to the extent required by Administrative Agent, in form
and substance satisfactory to Administrative Agent.




     vi. Evidence satisfactory to Administrative Agent that no mechanic’s or materialmen’s lien or
other encumbrance has been filed and remains in effect against the Property, including releases or
waivers of mechanics’ liens and receipted bills showing payment of all amounts due to all parties
who have furnished materials or services or performed labor of any kind in connection with the
Property.




     vii. Evidence satisfactory to Administrative Agent that the Title Insurance has been endorsed
and brought to date in a manner satisfactory to Administrative Agent to increase the coverage by
the amount of each advance through the date of each such advance with no additional title change
or exception not approved by Administrative Agent.




     viii. Certification by Construction Consultant, and if required by Administrative Agent by
Borrower’s architect, that to the best of such party’s knowledge, information, and belief,
construction is in accordance with the Plans, the quality of the work for which the advance is
requested is in accordance with the applicable contract, the amount of the advance requested
represents work in place based on on-site observations and the data comprising the Draw Request,
the work has progressed in accordance with the construction contract and schedule, and the
applicable contractor is entitled to payment of the amount certified.




     ix. (1) a foundation survey made immediately after, but in no event later than ten (10) days
after, the laying of the foundation of each building or structure of the Improvements satisfactory
to Administrative Agent and to the extent required by Administrative Agent complying with
Exhibit “G”, (2) a certificate of Borrower’s architect stating that based on personal
inspection the foundations have been completed in accordance with the Plans and are satisfactory
in all respects, and (3) a bearing capacity test report with respect to the excavated footings and
foundations, reviewed and approved by the Construction Consultant and Borrower’s architect.




     x. Within ten (10) days after the pouring of concrete for any Improvements, a report
satisfactory to Construction Consultant of the results of concrete tests made at the time the
concrete is poured.




     xi. Within ten (10) days after the compaction of any soil for construction, a report
satisfactory to Construction Consultant of the results of soil tests.




     xii. Evidence satisfactory to Administrative Agent that as of the date of making such
advance, no event shall have occurred, nor shall any condition exist, that could have a Material
Adverse Effect on the enforceability of the Loan Documents, a Material Adverse Effect to the
financial condition of Borrower or any Guarantor, impair the ability of Borrower or any Guarantor
to fulfill its material obligations under the Loan Documents, or otherwise have a Material Adverse
Effect whatsoever on the Property.




     xiii. Intentionally Omitted.




     xiv. Evidence satisfactory to Administrative Agent that the Improvements shall not have been
damaged in any material respect and not repaired (or in the process of being repaired) and shall
not be the subject of any pending or threatened condemnation or adverse zoning proceeding.




     xv. Evidence satisfactory to Administrative Agent that Borrower has paid all amounts then
required to be paid by Borrower under the Budget.




     xvi. The Borrower’s Deposit if required by Section 1.5 of this Agreement.




     xvii. With respect to any advance to pay a contractor, original applications for payments in
form approved by Administrative Agent, containing a breakdown by trade and/or other categories
acceptable to




EXHIBIT F, PAGE 5



 









 







Administrative Agent, executed and certified by each contractor and Borrower’s architect,
accompanied by invoices, and approved by Construction Consultant.




     xviii. Copies of California statutory form lien waivers and advances executed by each
contractor and each appropriate subcontractor, supplier and materialman, including, without
limitation, from all parties sending statutory notices to contractors, notices to owners, or
notices of nonpayment. Each Draw Request shall be accompanied by (a) California statutory
form conditional lien waivers and releases for all contractors, subcontractors, suppliers
and materialman rendering services or providing materials which are the subject of such Draw
Request, and (b) California statutory form of final and unconditional lien waivers and
releases from all contractors, subcontractors, suppliers and materialmen who were paid from
the immediately preceding Draw Request with respect to the services or materials covered
thereby.




     xix. Such other information, documents and supplemental legal opinions as may be
required by Administrative Agent.



     5. Final Advance for Improvements. If and to the extent required by the
Administrative Agent, to Administrative Agent’s satisfaction, the final advance for the
Improvements (including retainage) shall not be made until thirty (30) days after the later of (i)
the date on which the Improvements have been “completed,” as evidenced by the issuance of a final
and unconditional certificate of occupancy (or the local equivalent thereof), and (ii) if required
by Administrative Agent, the date on which a notice of completion has been recorded. In the case of
each such Draw Request, if and to the extent required by Administrative Agent, Administrative Agent
shall have received the following as additional conditions precedent to the requested advance:



     a. Certificates from Borrower’s architect, engineer, contractor and, if required by
Administrative Agent, from the Construction Consultant, certifying that the Improvements
(including any off-site improvements) have been completed in accordance with, and as completed
comply with, the Plans and all Laws and governmental requirements; and Administrative Agent shall
have received two (2) sets of detailed “as built” Plans approved in writing by Borrower,
Borrower’s architect, and each contractor.



     b. Final affidavits (in a form approved by Administrative Agent) from Borrower’s architect,
engineer, and each contractor certifying that each of them and their subcontractors, laborers, and
materialmen has been paid in full for all labor and materials for construction of the
Improvements; and California statutory form unconditional final lien releases or waivers by
Borrower’s architect, engineer, contractor, and all subcontractors, materialmen, and other
parties who have supplied labor, materials, or services for the construction of the Improvements,
or who otherwise might be entitled to claim a contractual, statutory or constitutional lien
against the Property.



     c. The Title Insurance shall be endorsed to remove any exception for mechanics’ or
materialmen’s liens or pending disbursements, with no additional title change or exception
objectionable to Administrative Agent, and with such other endorsements required by Administrative
Agent.



     d. Evidence satisfactory to Administrative Agent that all Laws and governmental requirements
have been satisfied, including receipt by Borrower of all necessary governmental licenses,
certificates and permits (including certificates of occupancy) with respect to the completion,
use, occupancy and operation of the Improvements, together with evidence satisfactory to
Administrative Agent that all such licenses, certificates, and permits are in full force and
effect and have not been revoked, canceled or modified.



     e. Three (3) copies of a final as-built survey satisfactory to Administrative Agent and to
the extent required by Administrative Agent complying with Exhibit “G”.



     f. Intentionally Omitted.



     g. If applicable, an estoppel certificate and a subordination agreement, in the form approved
by Administrative Agent, from Skechers, and written confirmation by Skechers that Skechers has
approved the completed
Improvements.




EXHIBIT F, PAGE 6



 









 





     6. Direct Advances. Borrower hereby irrevocably authorizes Administrative Agent on
behalf of Lenders (but Administrative Agent shall have no obligation unless otherwise noted) to (i)
advance Loan funds directly to Lenders to pay interest due on the Loan, and (ii) advance and
directly apply the proceeds of any advance to the satisfaction of any of Borrower’s obligations
under any of the Loan Documents, even though Borrower did not include that amount in a Draw Request
and/or no Default exists. Each such direct advance (except for application of a Borrower’s Deposit)
shall be added to the outstanding principal balance of the Loan and shall be secured by the Loan
Documents. Notwithstanding the foregoing, unless Borrower pays such interest from other resources,
and provided further that no Default exists nor has any event occurred which with the passing of
time or giving of notice would become a Default, Administrative Agent may advance Loan funds
pursuant to this Section for interest payments as and when due to the extent of any interest
reserve created for such purposes. Nothing contained in this Agreement shall be construed to permit
Borrower to defer payment of interest on the Loan beyond the date(s) due. The allocation of Loan
funds in the Budget for interest shall not affect Borrower’s absolute obligation to pay the same in
accordance with the Loan Documents. Administrative Agent may hold, use, disburse and apply the Loan
and the Borrower’s Deposit for payment of any obligation of Borrower under the Loan Documents.
Borrower hereby assigns and pledges the Loan Proceeds and any Borrower’s Deposit to Administrative
Agent for itself and for the benefit of Lenders for such purposes. Administrative Agent on behalf
of Lenders may advance and incur such expenses as Administrative Agent deems necessary for the
completion of the Improvements and to preserve the Property, and any other security for the Loan,
and such expenses, even though in excess of the amount of the Loan, shall be secured by the Loan
Documents and shall be payable to Administrative Agent on behalf of Lenders on demand.
Administrative Agent on behalf of Lenders may disburse any portion of any advance at any time, and
from time to time, to persons other than Borrower for the purposes specified in this Section and
the amount of advances to which Borrower shall thereafter be entitled shall be correspondingly
reduced.



     7. Conditions and Waivers. All conditions precedent to the obligation of Lenders to
make any advance are imposed hereby solely for the benefit of Administrative Agent and Lenders,
and no other party may require satisfaction of any such condition precedent or be entitled to
assume that Lenders will refuse to make any advance in the absence of strict compliance with such
conditions precedent. Administrative Agent shall have the right to approve and verify the periodic
progress of, costs incurred by Borrower for, and the estimated costs remaining to be incurred for
the construction of the Improvements, after consultation with the Construction Consultant. No
advance shall constitute an approval or acceptance by Administrative Agent of any construction
work, or a waiver of any condition precedent to any further advance, or preclude Administrative
Agent from thereafter declaring the failure of Borrower to satisfy such condition precedent to be
a Default. No waiver by Administrative Agent of any condition precedent or obligation shall
preclude Administrative Agent from requiring such condition or obligation to be met prior to
making any other advance or from thereafter declaring the failure to satisfy such condition or
obligation to be a Default.



     8. Funding. Borrower shall establish and maintain a special account with
Administrative Agent into which advances funded directly to Borrower (but no other funds except as
provided herein), and excluding direct disbursements made to or by Administrative Agent on behalf
of Lenders pursuant to this Agreement, shall be deposited by Borrower, and against which checks
shall be drawn only for the payment of costs specified in the Budget, but which special account
shall not be used for any other purpose. Borrower hereby irrevocably authorizes Administrative
Agent to deposit each advance requested by Borrower to the credit of Borrower in that account, by
wire transfer or other deposit. Advances may also be made, in addition to other methods
contemplated herein, at Administrative Agent’s option, by direct or joint check payment to any or
all persons entitled to payment for work or services performed or material furnished in connection
with the Project or the Loan (but such direct payments or joint check payment shall only be used
with borrower’s consent unless a Default has occurred), or by having the proceeds thereof made
available to the Title Company (or its agent) for disbursement. Neither Administrative Agent nor
any Lender shall not be required to, and has no responsibility to, supervise the proper
application or distribution of funds to third parties. Provided no Default exists, Administrative
Agent shall also cause interest earned on the Certificate of Deposit (as such term is defined in
Section 2.16 of this Agreement) to be credited from time to time to the special account
established by Borrower pursuant to this Section 8.



     9. Up-Front Equity Account. Borrower, Administrative Agent and Lenders acknowledge
that (i) Borrower has established the Up-Front Equity Account with, and under the control of,
Administrative Agent; (ii) has deposited the Initial Up-Front Equity Cash into same for the
purposes of funding the Total Costs; and (iii) shall, prior to the Initial Advance of Loan
Proceeds, deposit the Deferred Up-Front Equity Cash into same for the purposes of funding the
Total Costs. No advances of Loan Proceeds, including the Initial Advance of Loan Proceeds, shall
be made unless




EXHIBIT F, PAGE 7



 









 




and until the Up-Front Equity Cash has been advanced from the Up-Front Equity Account towards Total
Costs and at any time funds exist in the Up-Front Equity Account, such funds shall be utilized for
advances prior to the advancing of any Loan Proceeds. All advances of Up-Front Equity Cash from the
Up-Front Equity Account shall be made pursuant to Draw Requests submitted by Borrower pursuant to
this Agreement and this Exhibit “F” and shall be subject to all of the terms and conditions
of this Agreement and this Exhibit “F”. Pursuant to a Collateral Assignment and Pledge of
Account of even date herewith, Borrower has pledged and granted a security interest in the Up-Front
Equity Account to Administrative Agent and Lenders to secure Borrower’s obligations to
Administrative Agent and Lenders under the Loan Documents.




     10. Reallocation of Hard Cost Contingency. Upon written notice to Administrative
Agent, Borrower shall be entitled to reallocate the sum of FIVE HUNDRED THOUSAND AND NO/100
DOLLARS ($500,000.00) from the “Hard Cost Contingency” line item in the Budget to the “Development
Management Fee” line item in the Budget one time during the term of the Loan provided that
Borrower has satisfied of all of the following conditions: (a) no Default exists at the time of
Borrower’s request for such reallocation, nor has any event occurred which upon the giving of
notice or passage of time would become a Default; (b) the Project is at least ninety percent (90%)
complete as certified in writing by the Construction Consultant; (c) at the time of Borrower’s
request for such reallocation, the Borrower is in strict compliance with Section 1.5 of
this Agreement; (d) all Letters of Credit issued hereunder have either been cancelled and returned
to Administrative Agent or Cash Collateralized as required under this Agreement; and (e) all Grant
Money has either been paid to Borrower or Borrower has made the deposit of funds into the Up-Front
Equity Account as required in Section 2.f of this Exhibit “F”.




EXHIBIT F, PAGE 8



 









 





EXHIBIT “F-1”




DRAW REQUEST



[BORROWER’S LETTERHEAD]



DRAW
REQUEST NO.                   


TO: BANK OF AMERICA, N.A. (“Administrative Agent”)




	 	 	 	 	 	 	 	 	 	 	 

	LOAN NO.

	 	 	 	 	 	DATE	 	 	 	 
	 	 	 	 	 	 	 	 	 
	PROJECT
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	LOCATION
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	BORROWER
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	FOR PERIOD ENDING	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 




In accordance with the Construction Loan Agreement in the amount of $                     dated                     ,
among Borrower, Administrative Agent and the Lenders as defined therein, Borrower requests that $                    
be advanced from Loan Proceeds [, $                     be advanced from Borrower’s Deposit and $                     be advanced from
Up-Front Equity Cash]. The proceeds should be credited to the account of                                                              Account No.
                    , at                                         .




	 	 	 	 	 

	1. CURRENT DRAW REQUEST FOR HARD COSTS
	 	$	                    	 
	2. CURRENT DRAW REQUEST FOR SOFT COSTS
	 	$	                    	 
	3. TOTAL DRAW REQUEST
	 	$	                    	 






AUTHORIZED SIGNER:




	 	 	 	 	 	 	 

	 

	 	 	 	Dated:	 	 
	 

	 	 	 	 	 	 





EXHIBIT F-1, PAGE 1




 









 





EXHIBIT “G”




SURVEY REQUIREMENTS



     1. Requirements. The Survey shall be made in accordance with, and meet the
requirements of, the certification below by a registered professional engineer or registered
professional land surveyor. The description shall be a single metes and bounds perimeter
description of the entire Land, and a separate metes and bounds description of the perimeter of
each constituent tract or parcel out of the Land. The total acreage and square footage of the Land
and each constituent tract or parcel of the Land shall be certified. If the Land has been recorded
on a map or plat as part of an abstract or subdivision, all survey lines must be shown, and all lot
and block lines (with distances and bearings) and numbers, must be shown. The date of any revisions
subsequent to the initial survey prepared pursuant to these requirements must also be shown.



     2. Certification. The certification for the property description and the map or plat
shall be addressed to Administrative Agent for the Lenders, Borrower and the Title Company, signed
by the surveyor (a registered professional land surveyor or registered professional engineer),
bearing current date, registration number, and seal, and shall be in the following form or its
substantial equivalent:




This is to certify to Bank of America, N.A., as Administrative Agent for certain Lenders, HF
Logistics-SKX T1, LLC, as Borrower and,                     , as the Title Company that this map or plat and the
survey on which it is based were made in accordance with the “Minimum Standard Detail
Requirements for ALTA/ACSM Land Title Surveys” jointly established and adopted by ALTA and
NSPS in 2005, and include optional items 1, 2, 4 (in square feet or acres), 6, 8, 10, 11(b),
16, 17, 18, and if buildings are located on the land, optional items 7(a), 7(b)(1), 7(b)(2)
and 9 of Table A thereof. Pursuant to the Accuracy Standards as adopted by ALTA and NSPS and
in effect on the date of this certification, the undersigned further certifies that in my
professional opinion, as a land surveyor registered in the State of California, the maximum
Relative Positional Accuracy resulting from the measurements made on the survey does not
exceed the Allowable Relative Positional Accuracy for Measurements Controlling Land
Boundaries on ALTA/ACSM Land Title Surveys (0.07 feet or 20 mm + 50 ppm). The undersigned
additionally certifies that (a) this survey was made on the ground under my supervision; (b)
I have received and examined a copy of the Title Insurance Commitment No.                      issued by the
Title Company as well as a copy of each instrument listed therein, and the subject land and
each tract or parcel thereof described in this survey is the same land as described in the
Title Commitment; (c) if the subject land consists of two or more tracts or parcels having
common boundaries, those tracts and parcels are contiguous along the common boundaries; (d)
the subject land and each tract or parcel thereof has a tax map designation separate and
distinct from that of any other land and the subject land and each tract or parcel thereof
is a separate, legally subdivided parcel; (e) this survey correctly shows all matters of
record, (and to the extent they can be located, their location and dimensions) of which I
have been advised affecting the subject land according to the legal description in such
matters (with instrument, book, and page number indicated); (f) except as shown on this
survey, no part of the subject land is located in a 100-year Flood Plain or in an identified
“flood prone area,” as defined pursuant to the Flood Disaster Protection Act of
1973, as amended, as reflected by Flood Insurance Rate Map Panel # dated                     , which such map
panel covers the area in which the Property is situated and this survey correctly indicates
the zone designation of any area as being in the 100-year Flood Plain or “flood prone
area”; (g) to the best of my knowledge, this survey shows the relation of and distance
of all substantial, visible buildings, sidewalks and other improvements to easements and
setback lines; and (h) to the best of my knowledge, except as shown on this survey, neither
the subject land nor any tract or parcel thereof serves any adjoining land for drainage,
utilities, or ingress or egress.



EXHIBIT G, PAGE 1




 









 





EXHIBIT “H”




INTENTIONALLY OMITTED



EXHIBIT H, PAGE 1




 









 





EXHIBIT “I”




LEASING AND TENANT MATTERS



     Borrower and Lenders agree as follows:



     1. Approved Leases. Borrower shall not enter into any tenant lease of space in the
Improvements unless satisfactory to or deemed satisfactory to Administrative Agent prior to
execution. Borrower’s standard form of tenant lease, and any revisions thereto, must have the prior
written approval of Administrative Agent Any tenant lease shall be “deemed” satisfactory to
Administrative Agent that (a) is on the standard form lease approved by Administrative Agent, with
no deviations except as satisfactory to Administrative Agent; (b) is entered into in the ordinary
course of business with a bona fide unrelated third party tenant, and Borrower, acting in good
faith and exercising due diligence, has determined that the tenant is financially capable of
performing its obligations under the lease; (c) is received by Administrative Agent (together with
each guarantee thereof (if any) and financial information regarding the tenant and each guarantor
(if any) received by Borrower) within fifteen (15) days after execution; (d) reflects an
arms-length transaction at then current market rate for comparable space; (e) contains no right to
purchase the Property, or any present or future interest therein; (f) does not require Borrower to
provide funds for tenant improvements in excess of the per square foot allowance provided in the
Budget; (g) does not cover in excess of twenty-five percent (25%) of the aggregate net rentable
area of the Improvements; and (h) is expressly subordinate to the Mortgage. Borrower shall provide
to Administrative Agent a correct and complete copy of each tenant lease, including any exhibits,
and each guarantee thereof (if any), prior to execution unless the lease in question is
satisfactory to Administrative Agent under the foregoing requirements. Borrower shall, throughout
the term of this Agreement, pay all reasonable costs incurred by Administrative Agent in connection
with Administrative Agent’s review and approval of tenant leases and each guarantee thereof (if
any), including reasonable attorneys’ fees and costs.



     2. Effect of Lease Approval. No approval of any lease by Administrative Agent shall
be for any purpose other than to protect Lenders’ security, and to preserve Lenders’ rights under
the Loan Documents. No approval by Administrative Agent shall result in a waiver of any default of
Borrower. In no event shall any approval by Administrative Agent of a lease be a representation of
any kind, with regard to the lease or its adequacy or enforceability, or the financial capacity of
any tenant or guarantor.



     3. Representations Concerning Leases. Borrower represents and warrants to
Administrative Agent and Lenders that Borrower has delivered to Administrative Agent a true and
correct copy of all tenant leases and each guarantee thereof (if any), affecting any part of the
Improvements, together with an accurate and complete rent roll for the Project, and no such lease
or guarantee contains any option to purchase all or any portion of the Property or any interest
therein or contains any right of first refusal relating to any sale of the Property or any portion
thereof or interest therein.



     4. Delivery of Leasing Information and Documents. Borrower shall promptly (a) deliver
to Administrative Agent such monthly rent rolls, leasing schedules and reports, operating
statements, financial statements for tenants other than residential tenants with a lease term for
less than one year and other information regarding tenants and prospective tenants or other
leasing information as Administrative Agent from time to time may request, and (b) obtain and
deliver to Administrative Agent such estoppel certificates and subordination and attornment
agreements executed by such tenants (and guarantors, if any) in the respective forms attached as
exhibits to the Closing Checklist, or otherwise in such forms as Administrative Agent from time to
time may require.



     5. Income from the Property. Borrower shall first apply all income from leases, and
all other income derived from the Property, to pay costs and expenses associated with the
ownership, maintenance, development, operating, and marketing of the Land and Improvements,
including all amounts then required to be paid under the Loan Documents, before using or applying
such income for any other purpose.



     6. Compliance and Default. As additional conditions to Lenders’ obligations under
this Agreement, all tenants having the right to do so must approve all Plans and all changes
thereto, the construction of the Improvements, and all other aspects of the Project requiring
tenants’ approval. A default by Borrower under or any failure by Borrower to satisfy any of the
conditions of a lease shall constitute a Default under this Agreement. Borrower shall promptly
notify Administrative Agent in writing of any failure by any party to perform any material
obligation under



EXHIBIT I, PAGE 1




 









 




any lease, any event or condition which would permit a tenant to terminate or cancel a lease,
or any notice given by a tenant with respect to the foregoing, specifying in each case the action
Borrower has taken or will take with respect thereto.




     7. Skechers Lease. Notwithstanding anything to the contrary contained herein,
Administrative Agent and Borrower hereby acknowledge that the Lease with Skechers previously
delivered to Administrative Agent by Borrower is acceptable to Administrative Agent and Borrower
shall comply with the requirements of this Exhibit “I” with respect to the Lease. Further,
Borrower shall not modify any terms or provisions of the Lease without prior written consent of
Administrative Agent, which consent shall be in Administrative Agent’s sole discretion.



EXHIBIT I, PAGE 2




 









 





EXHIBIT “J”




LIST OF REQUIRED BONDS




	 	(a)	 	Performance Bond for the general contractor in amount, form and content satisfactory to
Administrative Agent; and
	 
	 	(b)	 	Payment Bond for the general contractor, in form and content satisfactory to Administrative
Agent.




Each bond shall be issued by a corporate surety acceptable to Administrative Agent and authorized
and admitted to do business and to execute bonds in the state where the Project is located and
contain a dual obligee rider with power of attorney in favor of Administrative Agent in form and
content satisfactory to Administrative Agent.




EXHIBIT J, PAGE 1





 











 





EXHIBIT “K”




LETTERS OF CREDIT



     1. The Letter of Credit Commitment.



     (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in
reliance upon the agreements of the other Lenders set forth in this Exhibit “K”, (1) from time to time on any
Business Day during the period from the date of this Agreement until the Letter of Credit
Expiration Date, to issue Letters of Credit for the account of the Borrower, and to amend or renew
Letters of Credit previously issued by it, in accordance with Section 2 below, and (2) to
honor drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in
Letters of Credit issued for the account of the Borrower; provided that the L/C Issuer
shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and
no Lender shall be obligated to participate in, any Letter of Credit if as of the date of such L/C
Credit Extension, (x) the outstanding amount of all L/C Obligations and all Loan advances would
exceed the combined Commitments, or (y) the outstanding amount of the L/C Obligations would exceed
the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions
hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and
accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace
Letters of Credit that have expired or that have been drawn upon and reimbursed.



     (ii) The L/C Issuer shall be under no obligation to issue any Letter of Credit if:




     (A) any order, judgment or decree of any Tribunal or arbitrator shall by its terms
purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law
applicable to the L/C Issuer or any request or directive (whether or not having the force of
Law) from any Tribunal with jurisdiction over the L/C Issuer shall prohibit, or request that
the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of
Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of
Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not
otherwise compensated hereunder) not in effect on the date of this Agreement, or shall
impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable
on the date of this Agreement and which the L/C Issuer in good faith deems material to it;




     (B) the expiry date of such requested Letter of Credit would occur more than twelve
months after the date of issuance or last renewal, unless the Required Lenders have
approved such expiry date;




     (C) the expiry date of such requested Letter of Credit would occur after the Letter of
Credit Expiration Date, unless all the Lenders have approved such expiry date;




     (D) the issuance of such Letter of Credit would violate one or more policies of the
L/C Issuer; or




     (E) such Letter of Credit is in an initial amount less than $25,000, or is to be used
for a purpose other than the development of the Improvements or denominated in a currency
other than Dollars.



     (iii) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the
L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended
form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the
proposed amendment to such Letter of Credit.



     2. Procedures for Issuance and Amendment of Letters of Credit.



     (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request
of the
Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a
Letter of Credit Application, appropriately completed and signed by Borrower. Such Letter of
Credit Application must be received by the L/C Issuer and the Administrative Agent not later than
11:00 a.m., Administrative Agent’s Time, at least two Business Days (or such later date and time
as the L/C Issuer may agree in a particular instance in its sole discretion)



EXHIBIT K, PAGE 1




 









 




prior to the proposed issuance date or date of amendment, as the case may be. In the case of
a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall
specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the
requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry
date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be
presented by such beneficiary in case of any drawing thereunder; (F) the full text of any
certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such
other matters as the L/C Issuer may require. In the case of a request for an amendment of any
outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail
satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of
amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and
(D) such other matters as the L/C Issuer may require.




     (ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm
with the Administrative Agent (by telephone or in writing) that the Administrative Agent has
received a copy of such Letter of Credit Application from the Borrower and, if not, the L/C Issuer
will provide the Administrative Agent with a copy thereof. Upon receipt by the L/C Issuer of
confirmation from the Administrative Agent that the requested issuance or amendment is permitted in
accordance with the terms hereof, then, subject to the terms and conditions hereof, the L/C Issuer
shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter
into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s
usual and customary business practices. Immediately upon the issuance of each Letter of Credit,
each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from
the L/C Issuer a participation in such Letter of Credit in an amount equal to the product of such
Lender’s Pro Rata Share times the amount of such Letter of Credit.



     (iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of
Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will
also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter
of Credit or amendment.



     3. Drawings and Reimbursements; Funding of Participations.



     (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing
under such
Letter of Credit, the L/C Issuer shall notify the Borrower and the Administrative Agent thereof.
Not later than 11:00 a.m., Administrative Agent’s Time, on the date of any payment by the L/C
Issuer under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall
reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such
drawing. If the Borrower fails to so reimburse the L/C Issuer by such time, the Administrative
Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing
(the “Unreimbursed Amount”), and the amount of such Lender’s Pro Rata Share thereof. In
such event, the Borrower shall be deemed to have requested an advance of Base Rate Principal to be
disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, subject to the amount
of the unutilized portion of the combined Commitments and the conditions set forth in Exhibit
“F” (other than the delivery of a Draw Request). Any notice given by the L/C Issuer or the
Administrative Agent pursuant to this subsection may be given by telephone if immediately
confirmed in writing; provided that the lack of such an immediate confirmation shall not
affect the conclusiveness or binding effect of such notice.



     (ii) Each Lender (including the Lender acting as L/C Issuer) shall upon any notice pursuant
to the subsection above make funds available to the Administrative Agent for the account of the
L/C Issuer at the Administrative Agent’s Office in an amount equal to its Pro Rata Share of the
Unreimbursed Amount not later than 1:00 p.m., Administrative Agent’s Time, on the Business Day
specified in such notice by the Administrative Agent, whereupon, subject to the provisions of the
subsection below, each Lender that so makes funds available shall be deemed to have made an
advance of Base Rate Principal to the Borrower in such amount. The Administrative Agent shall
remit the funds so received to the L/C Issuer.



     (iii) With respect to any Unreimbursed Amount that is not fully refinanced by an advance of
Base Rate Principal because the conditions set forth in Exhibit “F” cannot be satisfied or
for any other reason, the Borrower shall be deemed to have incurred from the L/C Issuer an L/C
Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing
shall be due and payable on demand (together with interest) and shall bear interest at the Past
Due Rate. In such event, each Lender’s payment to the Administrative Agent for the



EXHIBIT K, PAGE 2




 









 








account of the L/C Issuer pursuant to the subsection above shall be deemed payment in respect
of its participation in such L/C Borrowing and shall constitute a participation in such L/C
Borrowing from such Lender in satisfaction of its participation obligation under this Section.




     (iv) Until each Lender funds its Loan advance or participation in an L/C Borrowing pursuant
to this Section to reimburse the L/C Issuer for any amount drawn under any Letter of Credit,
interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account
of the L/C Issuer.



     (v) Each Lender’s obligation to make a Loan advance or participation in such L/C Borrowing
to
reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this
Section, shall be absolute and unconditional and shall not be affected by any circumstance,
including (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may
have against the L/C Issuer, the Borrower or any other person for any reason whatsoever; (B) the
occurrence or continuance of a Default or event of Default, or (C) any other occurrence, event or
condition, whether or not similar to any of the foregoing; provided, however, that each
Lender’s obligation to make a Loan advance pursuant to this Section is subject to the conditions
set forth in Section 4 of Exhibit “F” being satisfactory to Administrative Agent.
No such reimbursement shall relieve or otherwise impair the obligation of the Borrower to
reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of
Credit, together with interest as provided herein.



     (vi) If any Lender fails to make available to the Administrative Agent for the account of the
L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of
this Section by the time specified in subsection (ii), the L/C Issuer shall be entitled to recover
from such Lender (acting through the Administrative Agent), on demand, such amount with interest
thereon for the period from the date such payment is required to the date on which such payment is
immediately available to the L/C Issuer at a rate per annum equal to the Federal Funds Rate from
time to time in effect. A certificate of the L/C Issuer submitted to any Lender (through the
Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive
absent manifest error.



     4. Repayment of Participations.



     (i) At any time after the L/C Issuer has made a payment under any Letter of Credit and has
received
from any Lender such Lender’s participation in a L/C Borrowing in respect of such payment in
accordance with Exhibit “K”, Section 3, if the Administrative Agent receives for the
account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest
thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral
applied thereto by the Administrative Agent), the Administrative Agent will distribute to such
Lender its Pro Rata Share (appropriately adjusted, in the case of interest payments, to reflect
the period of time Lender’s participation payment was outstanding) thereof in the same funds as
those received by the Administrative Agent.



     (ii) If any payment received by the Administrative Agent for the account of the L/C Issuer
pursuant to Exhibit “K”, Section 3(i) is required to be returned, under any of the
circumstances described in Section 6.4 (including pursuant to any settlement entered into
by the L/C Issuer in its discretion) each Lender shall pay to the Administrative Agent for the
account of the L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent, plus
interest thereon from the date of such demand to the date such amount is returned by such Lender,
at a rate per annum equal to the Federal Funds Rate from time to time in effect.



     5. Obligations Absolute. The obligation of the Borrower to reimburse the L/C Issuer
for each drawing under each Letter of Credit and to repay each L/C Borrowing, shall be absolute,
unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement under all circumstances, including the following:



     (i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any
other
agreement or instrument relating thereto;



     (ii) the existence of any claim, counterclaim, set-off, defense or other right that the
Borrower may have at any time against any beneficiary or any transferee of such Letter of Credit
(or any person for whom any such



EXHIBIT K, PAGE 3




 









 




beneficiary or any such transferee may be acting), the L/C Issuer or any other person,
whether in connection with this Agreement, the transactions contemplated hereby or by such Letter
of Credit or any agreement or instrument relating thereto, or any unrelated transaction;




     (iii) any draft, demand, certificate or other document presented under such Letter of Credit
proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein
being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise
of any document required in order to make a drawing under such Letter of Credit;



     (iv) any payment by the L/C Issuer under such Letter of Credit against presentation of a
draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any
payment made by the L/C Issuer under such Letter of Credit to any person purporting to be a
trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator,
receiver or other representative of or successor to any beneficiary or any transferee of such
Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief
Law; or



     (v) any other circumstance or happening whatsoever, whether or not similar to any of the
foregoing, including any other circumstance that might otherwise constitute a defense available
to, or a discharge of, the Borrower.



     The Borrower shall promptly examine a copy of each Letter of Credit and each amendment
thereto that is delivered to it and, in the event of any claim of noncompliance with the
Borrower’s instructions or other irregularity, the Borrower will immediately notify the L/C
Issuer. The Borrower shall be conclusively deemed to have waived any such claim against the L/C
Issuer and its correspondents unless such notice is given as aforesaid.



     6. Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing
under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document
(other than any sight draft, certificates and documents expressly required by the Letter of Credit)
or to ascertain or inquire as to the validity or accuracy of any such document or the authority of
the person executing or delivering any such document. None of the L/C Issuer, any Agent-Related
Person nor any of the respective correspondents, participants or assignees of the L/C Issuer shall
be liable to any Lender for (i) any action taken or omitted in connection herewith at the request
or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken
or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution,
effectiveness, validity or enforceability of any document or instrument related to any Letter of
Credit or Letter of Credit Application. The Borrower hereby assumes all risks of the acts or
omissions of any beneficiary or transferee with respect to its use of any Letter of Credit;
provided, however, that this assumption is not intended to, and shall not, preclude the
Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee
at Law or under any other agreement. None of the L/C Issuer, any Agent-Related Person, nor any of
the respective correspondents, participants or assignees of the L/C Issuer, shall be liable or
responsible for any of the matters described in clauses (i) through (v) of the above Section;
provided, however, that anything in such clauses to the contrary notwithstanding, the
Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrower,
to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary,
damages suffered by the Borrower which the Borrower proves were caused by the L/C Issuer’s willful
misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of
Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly
complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation
of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order,
without responsibility for further investigation, regardless of any notice or information to the
contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any
instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the
rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason.



     7. Cash Collateral. Upon the request of the Administrative Agent, (i) if the L/C
Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing
has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any
Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, the
Borrower shall immediately Cash Collateralize the then outstanding amount of all L/C Obligations
(in an amount equal to such outstanding amount determined as of the date of such L/C Borrowing



EXHIBIT K, PAGE 4




 









 




or the Letter of Credit Expiration Date, as the case may be). For the purposes hereof
“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative
Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for the L/C Obligations,
cash or deposit account balances pursuant to documentation in form and substance satisfactory to
the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the
Lenders). Derivatives of such term shall have corresponding meaning. The Borrower hereby grants
the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, a security interest
in all such cash and deposit account balances and all proceeds of the foregoing. Cash collateral
shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America.




     8. Applicability of ISP98 and UCP. Unless otherwise expressly agreed by the L/C Issuer
and the Borrower when a Letter of Credit is issued, (i) the rules of the “International Standby
Practices 1998” published by the Institute of International Banking Law & Practice (or such later
version thereof as may be in effect at the time of issuance) shall apply to each standby Letter of
Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most
recently published by the International Chamber of Commerce (the “ICC”) at the time of issuance
(including the ICC decision published by the Commission on Banking Technique and Practice on April
6, 1998 regarding the European single currency (euro)) shall apply to each commercial Letter of
Credit.



     9. Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the
account of each Lender in accordance with its Pro Rata Share a Letter of Credit fee for each
Letter of Credit equal to: (a) one percent (1%) per annum of the stated amount of the Letter of
Credit and times the daily maximum amount available to be drawn under such Letter of
Credit (whether or not such maximum amount is then in effect under such Letter of Credit) for any
Letter of Credit in an amount greater than TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000); and (b)
two percent (2%) per annum per annum of the stated amount of the
Letter of Credit and times the daily maximum amount available to be drawn under such Letter of Credit (whether or not
such maximum amount is then in effect under such Letter of Credit) for any Letter of Credit in an
amount of TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000) or less. Such fee for each Letter of
Credit shall be due and payable on the date the Letter of Credit Application is delivered to the
L/C Issuer and on the same date of each successive year thereafter until the Letter of Credit
Expiration Date.



     10. Other Fees. The Borrower shall also pay directly to the L/C Issuer for its own
account the customary issuance, presentation, amendment and other processing fees, and other
standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time
in effect. Such customary fees and standard costs and charges are due and payable on demand and
are nonrefundable.



     11. Conflict with Letter of Credit Application. In the event of any conflict between
the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall
control.



     12. Limitation on Aggregate Obligation. At no time may the outstanding stated amount
of the Letters of Credit and advanced Loan Proceeds (the “Aggregate Obligation”) exceed
$55,000,000; provided, however, that Borrower may request an advance of Loan Proceeds that causes
the Aggregate Obligation to exceed $55,000,000 if no later than sixty (60) days prior to such
request, the Borrower Cash Collateralizes, as provided in Paragraph 7 above, in an amount equal to
the amount the Aggregate Obligation exceeds $55,000,000.



EXHIBIT K, PAGE 5








 









 








EXHIBIT “L”




ASSIGNMENT AND ASSUMPTION



     This Assignment and Assumption (this “Assignment”) is dated as of the Effective Date
set forth below and is entered into by and between                     
(the “Assignor”) and                      (the
“Assignee”). Capitalized terms used but not defined herein shall have the meanings given
to them in the Construction Loan Agreement identified below (the “Loan Agreement”),
receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and
Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by
reference and made a part of this Assignment as if set forth herein in full.



     For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Loan Agreement, as of the
Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the
Assignor’s rights and obligations as a Lender under the Loan Agreement and any other documents or
instruments delivered pursuant thereto to the extent related to the amount and percentage interest
identified below of all of such outstanding rights and obligations of the Assignor under the
respective facilities identified below (including, without limitation Guarantees), and (ii) to the
extent permitted to be assigned under applicable Law, all claims, suits, causes of action and any
other right of the Assignor (in its capacity as a Lender) against any person, whether known or
unknown, arising under or in connection with the Loan Agreement, any other documents or instruments
delivered pursuant thereto or in any way based on or related to any of the foregoing, including,
but not limited to contract claims, tort claims, malpractice claims, statutory claims and all other
claims at Law or in equity, related to the rights and obligations sold and assigned pursuant to
clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii)
above being referred to herein collectively as the “Assigned Interest”). Such sale and
assignment is without recourse to the Assignor and, except as expressly provided in this
Assignment, without representation or warranty by the Assignor.



	 	 	 	 	 	 	 

	1.

	 	Assignor:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	2.

	 	Assignee:
	 	 	[, an Affiliate/Approved
	 

	 	 	 	 	 	 
	 

	 	 	 	Fund of                                         ]	 	 
	 
	 	 	 	 	 	 
	3.

	 	Borrower(s):	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	4.

	 	Administrative Agent:
	 	 	,	as the administrative
	 

	 	 	 	 	 	 
	 

	 	 	 	agent under the Loan Agreement	 	 
	 
	 	 	 	 	 	 
	5.	 	Loan Agreement:	 	The Construction Loan Agreement, dated as of                     , among
                                        , the Lenders parties thereto, [and] Bank of
America, N.A., as Administrative Agent[, and the other agents parties thereto]
	 
	 	 	 	 	 	 
	6.

	 	Assigned Interest:	 	 	 	 






	 	 	 	 	 
	Aggregate	 	 	 	 
	Amount of	 	Amount of	 	Percentage
	Commitment/Loans	 	Commitment/Loans	 	Assigned of
	for all Lenders	 	Assigned	 	Commitment/Loans
	$                    
	 	$                    
	 	                    %





Effective Date:                     , 20    [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE
DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]



The terms set forth in this Assignment are hereby agreed to:




EXHIBIT L, PAGE 1




 









 





	 	 	 	 	 	 	 	 	 

	 	 	ASSIGNOR:
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	ASSIGNEE:
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





EXHIBIT L, PAGE 2




 









 





[Consented to and] Accepted:




BANK OF AMERICA, N.A.,

as Administrative Agent




	 	 	 	 	 	 	 

	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	[Consented to:]
	 
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





EXHIBIT L, PAGE 3





 











 





ANNEX 1 TO ASSIGNMENT AND ASSUMPTION




STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION



     1. Representations and Warranties.



     1.1. Assignor. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and to consummate the transactions
contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements,
warranties or representations made in or in connection with the Loan Agreement or any other Loan
Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Loan Documents, or any collateral thereunder, (iii) the financial condition of the Borrower,
any of its Subsidiaries or Affiliates or any other person obligated in respect of any Loan Document
or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any
other person of any of their respective obligations under any Loan
Document.



     1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power
and authority, and has taken all action necessary, to execute and deliver this Assignment and to
consummate the transactions contemplated hereby and to become a Lender under the Loan Agreement,
(ii) it meets all requirements of an Eligible Assignee under the Loan Agreement (subject to receipt
of such consents as may be required under the Loan Agreement), (iii) from and after the Effective
Date, it shall be bound by the provisions of the Loan Agreement as a Lender thereunder and, to the
extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has
received a copy of the Loan Agreement, together with copies of the most recent financial statements
delivered pursuant to Section thereof, as applicable, and such other documents and
information as it has deemed appropriate to make its own credit analysis and decision independently
and without reliance on the Administrative Agent or any other Lender to enter into this Assignment
and to purchase the Assigned Interest on the basis of which it has made such analysis and decision,
and (v) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by
it pursuant to the terms of the Loan Agreement, duly completed and executed by the Assignee; and
(b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the
Assignor or any other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action
under the Loan Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be performed by it as a
Lender.



     1.3 Assignee’s Address for Notices, etc. Attached hereto as Schedule 1
is all contact information, address, account and other administrative information relating
to the Assignee.



     2. Payments. From and after the Effective Date, the Administrative Agent shall make
all payments in respect of the Assigned Interest (including payments of principal, interest, fees
and other amounts) to the Assignee whether such amounts have accrued prior to or on or after the
Effective Date. The Assignor and the Assignee shall make all appropriate adjustments in payments by
the Administrative Agent for periods prior to the Effective Date or with respect to the making of
this Assignment directly between themselves.



     3. General Provisions. This Assignment shall be binding upon, and inure to the benefit
of, the parties hereto and their respective successors and assigns. This Assignment may be
executed in any number of counterparts, which together shall constitute one instrument. Delivery
of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as
delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed
by, and construed in accordance with, the Law of the State of Florida.



EXHIBIT L, PAGE 4









 





SCHEDULE 1 TO ASSIGNMENT AND ASSUMPTION




ADMINISTRATIVE DETAILS



(Assignee to list names of credit contacts, addresses, phone and facsimile numbers, electronic mail addresses and

account and payment information)



	 	 	 	 	 	 	 	 	 

	(a)	 	LIBOR Lending Office:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Assignee name:	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Address:	 	 	 	 	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Attention:	 	 	 	 	 	 
	 	 	 	 	 	 
	 

	 	Telephone: (_)	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Facsimile: (_)	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	Electronic Mail:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	(b)	 	Domestic Lending Office:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Assignee name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Address:	 	 	 	 	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Attention:	 	 	 	 	 	 
	 	 	 	 	 	 
	 

	 	Telephone: (_)	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Facsimile: (_)	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	Electronic Mail:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	(c)	 	Notice Address:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Assignee name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Address:	 	 	 	 	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Attention:	 	 	 	 	 	 
	 	 	 	 	 	 
	 

	 	Telephone: (_)	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Facsimile: (_)	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	Electronic Mail:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	(d)	 	Payment Instructions:	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Account No.	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Attention:	 	 	 	 	 	 
	 	 	 	 	 	 
	 

	 	Reference:	 	 	 	 	 	 
	 	 	 	 	 	 





EXHIBIT L,
PAGE 5









 








EXHIBIT “M”




FORM OF NOTE



PROMISSORY NOTE



	 	 	 	 	 

	 
	 	 	 	 
	$                    

	 	 
	 	April ___, 2010






     FOR VALUE RECEIVED, HF LOGISTICS-SKX T1, LLC, a Delaware limited liability company
(“Borrower”) hereby promises to pay to the order of
                                  , without offset, in immediately
available funds in lawful money of the United States of America, at the Lender’s office as
defined in the Loan Agreement (as such term is defined herein), the
principal sum of
                                   DOLLARS 


($                    )
(or the unpaid balance of all principal advanced against this Note, if that amount is less),
together with interest on the unpaid principal balance of this Note from day to day outstanding
as hereinafter provided.



     1. Note; Interest; Payment Schedule and Maturity Date. This Note is one of the Notes
referred to in that certain Construction Loan Agreement of even date herewith (the “Loan
Agreement”) among the Borrower, Bank of America, N.A., as Administrative Agent for itself as
a lender and for the others lenders that are from time to time a party to the Loan Agreement
(collectively, the “Lenders”), and the Lenders, and it is entitled to the benefits
thereof and subject to prepayment in whole or part as provided therein. The entire principal
balance of this Note then unpaid shall be due and payable at the times as set forth in the Loan
Agreement. Accrued unpaid interest shall be due and payable at the times and at the interest rate
as set forth in the Loan Agreement until all principal and accrued interest owing on this Note
shall have been fully paid and satisfied. Any amount not paid when due and payable hereunder
shall, to the extent permitted by applicable Law, bear interest and if applicable a late charge
as set forth in the Loan Agreement.



     2. Security; Loan Documents. The security for this Note includes a Construction
Deed of Trust, Assignments of Rents and Leases, Security Agreement and Fixture Filing of even
date herewith from Borrower to PRLAP, Inc., as Trustee for the benefit of Bank of America, N.A.,
a national banking association, as beneficiary in its capacity as administrative agent for the
Lenders (which, as it may have been or may be amended, restated, modified or supplemented from
time to time, is herein called the “Mortgage”), covering certain property in Moreno
Valley, County of Riverside, California described therein (the “Property”). This Note,
the Mortgage, the Loan Agreement and all other documents now or hereafter securing, guaranteeing
or executed in connection with the loan evidenced by this Note (the “Loan”), are, as the
same have been or may be amended, restated, modified or supplemented from time to time, herein
sometimes called individually a “Loan Document” and
together the “Loan Documents.”



     3. Defaults.



          (a) It shall be an event of default (“Event of Default”) under this Note and each of
the other Loan Documents if (i) any principal, interest or other amount of money due under this
Note is not paid in full when due, regardless of how such amount may have become due; or (ii)
there shall occur a Default under the Loan Agreement (as such term “Default” is defined in
the Loan Agreement) subject to any applicable notice and cure period contained therein. Upon the
occurrence of an Event of Default, Lender shall have the rights to declare the unpaid principal
balance and accrued but unpaid interest on this Note, and all other amounts due hereunder and
under the other Loan Documents, at once due and payable (and upon such declaration, the same shall
be at once due and payable), to foreclose any liens and security interests securing payment hereof
and to exercise any of its other rights, powers and remedies under this Note, under any other Loan
Document, or at law or in equity.




          (b) All of the rights, remedies, powers and privileges (together, “Rights”) of Lender
and Administrative Agent provided for in this Note and in any other Loan Document are cumulative
of each other and of any and all other Rights at law or in equity. The resort to any Right shall
not prevent the concurrent or subsequent employment of any other appropriate Right. No single or
partial exercise of any Right shall exhaust it, or preclude any other or further exercise thereof,
and every Right may be exercised at any time and from time to time. No failure by




EXHIBIT M, PAGE 1









 




Lender to exercise, nor delay in exercising any Right, including but not limited to the right to
accelerate the maturity of this Note, shall be construed as a waiver of any Event of Default or as
a waiver of any Right. Without limiting the generality of the foregoing provisions, the acceptance
by Lender from time to time of any payment under this Note which is past due or which is less than
the payment in full of all amounts due and payable at the time of such payment, shall not (i)
constitute a waiver of or impair or extinguish the right of Lender to accelerate the maturity of
this Note or to exercise any other Right at the time or at any subsequent time, or nullify any
prior exercise of any such Right, or (ii) constitute a waiver of the requirement of punctual
payment and performance or a novation in any respect.




          (c) If any holder of this Note retains an attorney in connection with any Event of Default or
at maturity or to collect, enforce or defend this Note or any other Loan Document in any lawsuit
or in any probate, reorganization, bankruptcy, arbitration or other proceeding, or if Borrower
sues any holder in connection with this Note or any other Loan Document and does not prevail, then
Borrower agrees to pay to each such holder, in addition to principal, interest and any other sums
owing to Lender hereunder and under the other Loan Documents, all costs and expenses incurred by
such holder in trying to collect this Note or in any such suit or proceeding, including, without
limitation, reasonable attorneys’ fees and expenses, investigation costs and all court costs,
whether or not suit is filed hereon, whether before or after the Maturity Date, or whether in
connection with bankruptcy, insolvency or appeal, or whether collection is made against Borrower
or any guarantor or endorser or any other person primarily or secondarily liable hereunder. Any
judgment on this Note shall bear interest at the highest rate allowed by applicable law.




     4. Commercial Purpose. Borrower warrants that the Loan is being made solely to finance
a portion of the cost to acquire or carry on a business or commercial enterprise, and/or Borrower
is a business or commercial organization. Borrower further warrants that all of the proceeds of
this Note shall be used for commercial purposes and stipulates that the Loan shall be construed for
all purposes as a commercial loan, and is made for other than personal, family, household or
agricultural purposes.



     5. Service of Process. Borrower hereby consents to process being served in any suit,
action, or proceeding instituted in connection with this Note by (a) the mailing of a copy thereof
by certified mail, postage prepaid, return receipt requested, to Borrower and (b) serving a copy
thereof upon the registered agent designated and appointed by Borrower as Borrower’s agent for
service of process. Borrower irrevocably agrees that such service
shall be deemed to be service of process upon Borrower in any such suit, action, or proceeding. Nothing in this Note shall affect
the right of Lender to serve process in any manner otherwise permitted by law and nothing in this
Note will limit the right of Lender otherwise to bring proceedings against Borrower in the courts
of any jurisdiction or jurisdictions



     6. Heirs, Successors and Assigns. The terms of this Note and of the other Loan
Documents shall bind and inure to the benefit of the heirs, devisees, representatives, successors
and assigns of the parties. The foregoing sentence shall not be construed to permit Borrower to
assign the Loan except as otherwise permitted under the Loan Documents. As further provided in the
Loan Agreement, Lender may, at any time, sell, transfer, or assign this Note, the Mortgage and the
other Loan Documents, and any or all servicing rights with respect thereto, or grant participations
therein or issue mortgage pass-through certificates or other securities evidencing a beneficial
interest in a rated or unrated public offering or private placement.



     7. General Provisions. Time is of the essence with respect to Borrower’s obligations
under this Note. If more than one person or entity executes this Note as Borrower, all of said
parties shall be jointly and severally liable for payment of the indebtedness evidenced hereby.
Borrower and all sureties, endorsers, guarantors and any other party now or hereafter liable for
the payment of this Note in whole or in part, hereby severally (a) waive demand, presentment for
payment, notice of dishonor and of nonpayment, protest, notice of protest, notice of intent to
accelerate, notice of acceleration and all other notices (except any notices which are specifically
required by this Note or any other Loan Document), filing of suit and diligence in collecting this
Note or enforcing any of the security herefor; (b) agree to any substitution, subordination,
exchange or release of any such security or the release of any party primarily or secondarily
liable hereon; (c) agree that Lender shall not be required first to institute suit or exhaust its
remedies hereon against Borrower or others liable or to become liable hereon or to perfect or
enforce its rights against them or any security herefor; (d) consent to any extensions or
postponements of time of payment of this Note for any period or periods of time and to any partial
payments, before or after maturity, and to any other indulgences with respect hereto, without
notice thereof to any of them; and (e) submit (and waive all rights to object) to non-exclusive
personal jurisdiction of any state or federal court sitting in the State of Florida, and venue in
the city or county in which payment is to be made as specified in the first paragraph on Page 1 of
this Note, for the enforcement of any and all



EXHIBIT M, PAGE 2









 




obligations under this Note and the Loan Documents; (f) waive the benefit of all homestead and
similar exemptions as to this Note; (g) agree that their liability under this Note shall not be
affected or impaired by any determination that any security interest or lien taken by Lender to
secure this Note is invalid or unperfected; and (h) hereby subordinate any and all rights against
Borrower and any of the security for the payment of this Note, whether by subrogation, agreement or
otherwise, until this Note is paid in full. A determination that any provision of this Note is
unenforceable or invalid shall not affect the enforceability or validity of any other provision and
the determination that the application of any provision of this Note to any person or circumstance
is illegal or unenforceable shall not affect the enforceability or validity of such provision as it
may apply to other persons or circumstances. This Note may not be amended except in a writing
specifically intended for such purpose and executed by the party against whom enforcement of the
amendment is sought. Lender is hereby authorized to disseminate any information it now has or
hereafter obtains pertaining to the Loan, including, without limitation, any security for this Note
and credit or other information on Borrower, any of its principals and any guarantor of this Note,
to any actual or prospective assignee or participant with respect to the Loan, to any of Lender’s
affiliates, including, without limitation, Banc of America Securities LLC, to any regulatory body
having jurisdiction over Lender, and to any other parties as necessary or appropriate in Lender’s
reasonable judgment, as further provided in the Loan Agreement. The term “Business Day” shall mean
a day on which Lender is open for the conduct of substantially all of its banking business at its
office in the city in which this Note is payable (excluding Saturdays and Sundays). Captions and
headings in this Note are for convenience only and shall be disregarded in construing it. THIS
NOTE, AND ITS VALIDITY, ENFORCEMENT AND INTERPRETATION, SHALL BE GOVERNED BY FLORIDA LAW (WITHOUT
REGARD TO ANY CONFLICT OF LAWS PRINCIPLES) AND APPLICABLE UNITED STATES FEDERAL LAW.




     8. No Usury. It is expressly stipulated and agreed to be the intent of Borrower and
Lender at all times to comply with applicable state law or applicable United States federal law (to
the extent that it permits Lender to contract for, charge, take, reserve, or receive a greater
amount of interest than under state law) and that this Section shall control every other covenant
and agreement in this Note and the other Loan Documents. If applicable state or federal law should
at any time be judicially interpreted so as to render usurious any amount called for under this
Note or under any of the other Loan Documents, or contracted for, charged, taken, reserved, or
received with respect to the Loan, or if Lender’s exercise of the option to accelerate the Maturity
Date, or if any prepayment by Borrower results in Borrower having paid any interest in excess of
that permitted by applicable law, then it is Lender’s express intent that all excess amounts
theretofore collected by Lender shall be credited on the principal balance of this Note and all
other indebtedness and the provisions of this Note and the other Loan Documents shall immediately
be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without
the necessity of the execution of any new documents, so as to comply with the applicable law, but
so as to permit the recovery of the fullest amount otherwise called for hereunder or thereunder.
All sums paid or agreed to be paid to Lender for the use, forbearance, or detention of the Loan
shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread
throughout the full stated term of the Loan until payment in full so that the rate or amount of
interest on account of the Loan does not exceed the maximum lawful rate from time to time in effect
and applicable to the Loan (the “Maximum Rate”) for so long as the Loan is outstanding. The Lender
may, in determining the Maximum Rate, take advantage of: (i) the rate of interest permitted by
Florida Statutes, Chapter 658, by reason of both Section 687.12 Florida Statutes (“Interest rates;
parity among licensed lenders or creditors”) and 12 United States Code, Sections 85 and 86, and
(ii) any other law, rule, or regulation in effect from time to time, available to Lender which
exempts Lender from any limit upon the rate of interest it may charge or grants to Lender the right
to charge a higher rate of interest than that allowed by Florida Statutes, Chapter 687.



     9. Notices. Any notice, request, or demand to or upon Borrower or Lender shall be
deemed to have been properly given or made when delivered in
accordance with the Loan Agreement.



     10. Dispute Resolution.



          (a) Arbitration. Except to the extent expressly provided below, any Dispute (as
defined below) shall, upon the request of either party, be determined by binding arbitration in
accordance with the Federal Arbitration Act, Title 9, United States Code (or if not applicable,
the applicable state law), the then-current rules for arbitration of financial services disputes
of the American Arbitration Association, or any successor thereof (“AAA”) and the
“Special Rules” set forth below. “Dispute” means any controversy, claim or dispute
between or among the parties to this Note, including any controversy, claim or dispute arising out
of or relating to (a) this Note, (b) any other Loan Documents, (c) any related agreements or
instruments, or (d) the transaction contemplated herein or




EXHIBIT M, PAGE 3









 




therein (including any claim based on or arising from an alleged personal injury or business tort).
In the event of any inconsistency, the Special Rules shall control. The filing of a court action is
not intended to constitute a waiver of the right of Borrower or Lender, including the suing party,
thereafter to require submittal of the Dispute to arbitration. Any party to this Note may bring an
action, including a summary or expedited proceeding, to compel arbitration of any Dispute in any
court having jurisdiction over such action. For the purposes of this Dispute Resolution Section
only, the terms “party” and “parties” shall include any parent corporation, subsidiary or affiliate
of Lender involved in the servicing, management or administration of any obligation described in or
evidenced by this Note, together with the officers, employees, successors and assigns of each of
the foregoing.




          (b) Special Rules.




               (i) The arbitration shall be conducted in any U.S. state where real or tangible personal property
collateral is located, or if there is no such collateral, in the City and County where Lender is
located pursuant to its address for notice purposes in this Note.



               (ii) The arbitration shall be administered by AAA, who will appoint an arbitrator. If AAA is
unwilling or unable to administer or legally precluded from administering the arbitration, or if
AAA is unwilling or unable to enforce or legally precluded from enforcing any and all provisions of
this Dispute Resolution Section, then any party to this Note may substitute another arbitration
organization that has similar procedures to AAA and that will observe and enforce any and all
provisions of this Dispute Resolution Section. All Disputes shall be determined by one arbitrator;
however, if the amount in controversy in a Dispute exceeds Five Million Dollars ($5,000,000), upon
the request of any party, the Dispute shall be decided by three arbitrators (for purposes of this
Note, referred to collectively as the “arbitrator”).



               (iii) All arbitration hearings will be commenced within ninety (90) days of the demand for
arbitration and completed within ninety (90) days from the date of commencement; provided, however,
that upon a showing of good cause, the arbitrator shall be permitted to extend the commencement of
such hearing for up to an additional sixty (60) days.



               (iv) The judgment and the award, if any, of the arbitrator shall be issued within thirty
(30) days of the close of the hearing. The arbitrator shall provide a concise written statement
setting forth the reasons for the judgment and for the award, if any. The arbitration award, if
any, may be submitted to any court having jurisdiction to be confirmed and enforced, and such
confirmation and enforcement shall not be subject to arbitration.



               (v) The arbitrator will give effect to statutes of limitations and any waivers thereof in
determining the disposition of any Dispute and may dismiss one or more claims in the arbitration on
the basis that such claim or claims is or are barred. For purposes of the application of the
statute of limitations, the service on AAA under applicable AAA rules of a notice of Dispute is the
equivalent of the filing of a lawsuit.



               (vi) Any dispute concerning this arbitration provision, including any such dispute as to
the validity or enforceability of this provision, or whether a Dispute is arbitrable, shall be
determined by the arbitrator; provided, however, that the arbitrator shall not be permitted to vary
the express provisions of these Special Rules or the Reservations of Rights in subsection (c)
below.



               (vii) The arbitrator shall have the power to award legal fees and costs pursuant to the
terms of this Note.



               (viii) The arbitration will take place on an individual basis without reference to,
resort to, or consideration of any form of class or class action.



          (c) Reservations of Rights. Nothing in this Note shall be deemed to (i) limit the
applicability of any otherwise applicable statutes of limitation and any waivers contained in this
Note, or (ii) apply to or limit the right of Lender (A) to exercise self help remedies such as (but
not limited to) setoff, or (B) to foreclose judicially or nonjudicially against any real or
personal property collateral, or to exercise judicial or nonjudicial power of sale




EXHIBIT M, PAGE 4









 




rights, (C) to obtain from a court provisional or ancillary remedies such as (but not limited to)
injunctive relief, writ of possession, prejudgment attachment, or the appointment of a receiver, or
(D) to pursue rights against a party to this Note in a third-party proceeding in any action brought
against Lender in a state, federal or international court, tribunal or hearing body (including
actions in specialty courts, such as bankruptcy and patent courts). Lender may exercise the rights
set forth in clauses (A) through (D), inclusive, before, during or after the pendency of any
arbitration proceeding brought pursuant to this Note. Neither the exercise of self help remedies
nor the institution or maintenance of an action for foreclosure or provisional or ancillary
remedies shall constitute a waiver of the right of any party, including the claimant in any such
action, to arbitrate the merits of the Dispute occasioning resort to such remedies. No provision in
the Loan Documents regarding submission to jurisdiction and/or venue in any court is intended or
shall be construed to be in derogation of the provisions in any Loan Document for arbitration of
any Dispute.




          (d) Conflicting Provisions for Dispute Resolution. If there is any conflict between
the terms, conditions and provisions of this Section and those of any other provision or agreement
for arbitration or dispute resolution, the terms, conditions and provisions of this Section shall
prevail as to any Dispute arising out of or relating to (i) this Note, (ii) any other Loan
Document, (iii) any related agreements or instruments, or (iv) the transaction contemplated herein
or therein (including any claim based on or arising from an alleged personal injury or business
tort). In any other situation, if the resolution of a given Dispute is specifically governed by
another provision or agreement for arbitration or dispute resolution, the other provision or
agreement shall prevail with respect to said Dispute.




          (e) Jury Trial Waiver in Arbitration. By agreeing to this Section, the parties
irrevocably and voluntarily waive any right they may have to a trial by jury in respect of any
Dispute.




     11. WAIVER OF JURY TRIAL. WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES’
AGREEMENT TO ARBITRATE ANY “DISPUTE” (FOR PURPOSES OF THIS SECTION, AS DEFINED ABOVE) AS SET FORTH
IN THIS NOTE, TO THE EXTENT ANY “DISPUTE” IS NOT SUBMITTED TO ARBITRATION OR IS DEEMED BY THE
ARBITRATOR OR BY ANY COURT WITH JURISDICTION TO BE NOT ARBITRABLE OR NOT REQUIRED TO BE
ARBITRATED, BORROWER AND LENDER WAIVE TRIAL BY JURY IN RESPECT OF ANY SUCH “DISPUTE” AND ANY
ACTION ON SUCH “DISPUTE.” THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY BORROWER AND
LENDER, AND BORROWER AND LENDER HEREBY REPRESENT THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE
BEEN MADE BY ANY PERSON OR ENTITY TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY
OR NULLIFY ITS EFFECT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THE
LOAN DOCUMENTS. BORROWER AND LENDER ARE EACH HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION IN
ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER OF JURY TRIAL. BORROWER FURTHER REPRESENTS
AND WARRANTS THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS NOTE AND IN THE MAKING OF THIS
WAIVER BY INDEPENDENT LEGAL COUNSEL, OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT
LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS
WAIVER WITH COUNSEL.



     THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.



     THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES.



[THE BALANCE OF THIS PAGE IS LEFT INTENTIONALLY BLANK]




EXHIBIT M, PAGE 5









 





     IN WITNESS WHEREOF, Borrower has duly made and executed this Note under seal as of the date
first above written.



	 	 	 	 

	 

	 	BORROWER:	 
	 
	 	 
	 

	 	HF LOGISTICS-SKX T1, LLC,

a Delaware limited liability company
	 
	 	 
	 

	 	By: HF Logistics-SKX, LLC, a Delaware limited

liability company, its sole member
	 
	 	 
	 

	 	By: HF Logistics I, LLC, a Delaware limited

liability company, its managing member






	 	 	 	 	 
	 	 	[FORM OF NOTE]	 
	 	 	 
	 	By:  	
 	 
	 	 	Iddo Benzeevi, President and  	 
	 	 	Chief Executive Officer 	 
	 




EXHIBIT M, PAGE 6









 





EXHIBIT “N”




SCHEDULE OF LENDERS AND OTHER PARTIES


BANK OF AMERICA, N.A., as Administrative Agent:




Notices:




Bank of America, N.A.

One Alhambra Plaza, Penthouse

Coral Gables, Florida 33134





			
	Attn:	 	Commercial Loan Administration

Telephone: (305) 468-4347

Facsimile: (305) 468-4364

Electronic Mail: althea.v.lyn-sue@baml.com





Payment Instructions:




Bank of America, N.A.

Atlanta, Georgia

ABA No.: 0260-0959-3

Account No.: GL 1366211723000

Attention: Nicole Rice

Reference: HF Logistics-SKX T1




BANK OF AMERICA, N.A., as Lender:




	 	 	 

	Domestic and LIBOR Lending Office:

	 	Commitment Amount: $27,500,000.00
	 
	 	 
	 

	 	Pro Rata Share: 50%






Bank of America, N.A.

One Alhambra Plaza, Penthouse

Coral Gables, Florida 33134





			
	Attn:	 	Commercial Loan Administration

Telephone: (305) 468-4347

Facsimile: (305) 468-4364

Electronic Mail:
althea.v.lyn-sue@baml.com





Notices:




Bank of America, N.A.

One Alhambra Plaza, Penthouse

Coral Gables, Florida 33134





			
	Attn:	 	Commercial Loan Administration

Telephone: (305) 468-4347

Facsimile: (305) 468-4364

Electronic Mail: althea.v.lyn-sue@baml.com





EXHIBIT N, PAGE 1









 





Payment Instructions:




Bank of America, N.A.

Atlanta, Georgia

ABA No.: 0260-0959-3

Account No.: GL 1366211723000

Attention: Nicole Rice

Reference: HF Logistics-SKX T1




RAYMOND JAMES BANK, FSB




	 	 	 

	Domestic and LIBOR Lending Office:

	 	Commitment Amount: $27,500,000.00
	 
	 	 
	 

	 	Pro Rata Share: 50%






Raymond James Bank, FSB

Loan Ops/CML

710 Carillon Parkway

St. Petersburg, Florida 33176





			
	Attn:	 	       
         
        
         
         
        
        
        
        
        
              

        
        
       
         
         
          
          
           
       
           
       

Telephone:         
          
        
      
        
        
        
         
          
  

Facsimile: (866) 597-4002

Electronic Mail: mary.farrell@raymondjames.com





Notices:




Raymond James Bank, FSB

Loan Ops/CML

710 Carillon Parkway

St. Petersburg, Florida 33176





			
	Attn:	 	       
         
        
         
         
        
        
        
        
        
              

        
        
       
         
         
          
          
           
       
           
       

Telephone:         
          
        
        
        
        
      
          
          
  

Facsimile: (866) 597-4002

Electronic Mail: mary.farrell@raymondjames.com





Payment Instructions:




Federal Home Loan Bank of Atlanta

ABA No.: 0610-0876-6

Account No.: 3574100 Raymond James Bank

Attention: Loan Ops/CML

Reference: HF Logistics-SKX T1, LLC





EXHIBIT N, PAGE 2