form8k010808ex43.htm


    
      

    


    


     

    PREPARED
      BY:

     

    Shannon
      B. Gray,
      Esq.

    Carlton
      Fields,
      P.A.

    Corporate
      Center
      Three at International Plaza

    4221
      W. Boy Scout
      Boulevard

    Tampa,
      Florida
      33607

    


    AFTER
      RECORDATION
      RETURN TO:

    


    Katten
      Muchin
      Rosenman LLP

    525
      W. Monroe
      Street

    Chicago,
      Illinois
      60661-3693

    Attention:  Mark
      C. Simon, Esq.

    Tax
      Parcel ID
      Numbers: 110967-0010, 110967-0040, and 110967-0090

    


    (space
      above
      reserved for recorder’s use)

    


    ASSIGNMENT
      OF LEASES AND RENTS

     

    MADE
      BY

     

    TAMPA
      WESTSHORE ASSOCIATES LIMITED PARTNERSHIP

     

    c/o
      The Taubman
      Company LLC

     

    200
      East Long Lake
      Road,

     

    Suite
      300

     

    Bloomfield
      Hills,
      Michigan 48304

     

    AS
      ASSIGNOR,

     

    IN
      FAVOR
      OF

     

    EUROHYPO
      AG, NEW YORK BRANCH

    1114
      Avenue of the
      Americas

    29th
      Floor

    New
      York, New York
      10036

    Agent,

    


    AS
      ASSIGNEE

     

    DATED:  AS
      OF JANUARY 8, 2008

     


    
      
              

                  

        

         

      

      
         

        
          

        

      

      
         

      

    


    ASSIGNMENT
      OF
      LEASES AND RENTS

     

    THIS
      ASSIGNMENT OF
      LEASES AND RENTS (this “Assignment”) made as of the 8th day of
      January, 2008, is by TAMPA WESTSHORE ASSOCIATES LIMITED PARTNERSHIP, a Delaware
      limited partnership (“Assignor”), in favor of EUROHYPO AG, NEW
      YORK BRANCH, (“Assignee”) individually and as Agent for the
      other lenders who are from time to time party to the Loan Agreement described
      below (collectively, “Lender”).

     

    RECITALS

     

    A.           On
      or about the date hereof, Assignor and Lender entered into that certain Loan
      Agreement (“Loan Agreement”), whereby Lender agreed to make a
      secured loan (the “Loan”) available to Assignor, in the maximum
      aggregate principal amount at any time outstanding not to exceed the sum of
      Three Hundred Twenty-Five Million and 00/100 Dollars ($325,000,000.00), to
      refinance the existing indebtedness encumbering the Property (as defined below)
      and for other purposes as set forth in the Loan Agreement.  Assignee
      is the “Agent” for the Lender under the Loan Agreement. Capitalized terms used
      and not otherwise defined herein shall have the meanings given to them in the
      Loan Agreement.

     

    B.           In
      connection with the Loan, Borrower has executed and delivered to each Bank
      a
      Note in favor of such Bank of even date herewith (each individually, the
“Note” or collectively, the “Notes”) and in
      the aggregate principal amount of Three Hundred Twenty-Five Million and 00/l00
      Dollars ($325,000,000.00) payment of which is secured by: (i) an Amended and
      Restated Leasehold Mortgage, Security Agreement and Financing Statement
      (“Mortgage”) of even date herewith and recorded
      contemporaneously herewith covering the Assignor’s interest in property
      described in Exhibit A, attached hereto and made a part hereof (the
“Property”), and (ii) the other Loan Documents.

     

    C.           Assignor
      is desirous of further securing to Assignee the performance of the terms,
      covenants and agreements hereof and of the Notes, the Mortgage and the Loan
      Documents.

     

    AGREEMENTS

     

    NOW,
      THEREFORE, in
      consideration of the making of the loan evidenced by the Note by Assignee to
      Assignor and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, Assignor does hereby, subject
      to
      the terms hereof, irrevocably, absolutely and unconditionally transfer, sell,
      assign, pledge and convey to Assignee its successors and assigns, AS ADDITIONAL
      SECURITY, all of the right, title and interest of Assignor in and
      to:

     

    (a)           any
      and all leases, subleases, licenses, rental agreements and occupancy agreements
      of whatever form now or hereafter affecting all or any part of the Property
      and
      any and all guarantees, extensions, renewals, replacements and modifications
      thereof (collectively, the “Leases”); and

     

    (b)           all
      deposits (whether for security or otherwise), rents, issues, profits, revenues,
      royalties, accounts, rights, benefits and income of every nature of and from
      the
      Property, including, without limitation, minimum rents, additional rents,
      termination payments, forfeited security deposits, liquidated damages following
      default and all proceeds payable under any policy of insurance covering loss
      of
      rents resulting from untenantability due to destruction or damage to the
      Property, together with the immediate and continuing right to collect and
      receive the same, subject to the terms hereof, whether now due or hereafter
      becoming due, and together with all rights and claims of any kind that Assignor
      may have against any tenant, lessee or licensee under the Leases or against
      any
      other occupant of the Property (collectively, the
“Rents”).

     

    FOR
      THE PURPOSES OF
      SECURING the Loan and the repayment thereof and the performance of the terms,
      covenants and agreements hereof and of the Notes, the Mortgage and the other
      Loan Documents.

     

    TO
      HAVE AND TO HOLD
      the same unto Assignee, its successors and assigns.

     

    IT
      IS AGREED that,
      notwithstanding that this instrument is a present, absolute and executed
      assignment of the Rents and of the Leases and a present, absolute and executed
      grant of the powers herein granted to Assignee, Assignor is hereby permitted,
      and is hereby granted a license by Assignee, to retain possession of the Leases
      and to collect and retain the Rents unless and until there shall be an
“Event of Default” (as defined herein) under the terms of this
      Assignment or any of the other Loan Documents. Upon an Event of Default, to
      the
      full extent permitted by law, the aforementioned license granted to Assignor
      shall automatically terminate without notice to Assignor, and Assignee may
      thereafter, without taking possession of the Property, take possession of the
      Leases and collect the Rents. Further, from and after such termination, Assignor
      shall be the agent of Assignee in collection of the Rents, and any Rents so
      collected by Assignor shall be held in trust by Assignor for the sole and
      exclusive benefit of Assignee and Assignor shall, within one (1) business day
      after receipt of any Rents, pay the same to Assignee to be applied by Assignee
      as hereinafter set forth. Furthermore, from and after such Event of Default
      and
      termination of the aforementioned license, to the full extent permitted by
      law,
      Assignee shall have the right and authority, without any notice whatsoever
      to
      Assignor and without regard to the adequacy of the security therefor, to: (a)
      make application to a court of competent jurisdiction for appointment of a
      receiver for all or any part of the Property, as particularly set forth in
      the
      Mortgage; (b) manage and operate the Property, with full power to employ agents
      to manage the same; (c) demand, collect, receive and sue for the Rents,
      including those past due and unpaid; and (d) do all acts relating to such
      management of the Property, including, but not limited to, negotiation of new
      Leases, making adjustments of existing Leases, contracting and paying for
      repairs and replacements to the Improvements and to the fixtures, equipment
      and
      personal property located in the Improvements or used in any way in the
      operation, use and occupancy of the Property as in the reasonable judgment
      and
      discretion of Assignee may be necessary to maintain the same in a tenantable
      condition, purchasing and paying for such additional furniture and equipment
      as
      in the reasonable judgment of Assignee may be necessary to maintain a proper
      rental income from the Property, employing necessary managers and other
      employees, purchasing fuel, providing utilities and paying for all other
      expenses incurred in the operation of the Property, maintaining adequate
      insurance coverage over hazards customarily insured against and paying the
      premiums therefor.  To the full extent permitted by law, Assignee
      shall apply the Rents received by Assignor from the Property, after deducting
      the costs of collection thereof, including, without limitation, reasonable
      attorneys’ fees and a management fee for any management agent so employed,
      against amounts expended for repairs, upkeep, maintenance, service, fuel,
      utilities, taxes, assessments, insurance premiums and such other expenses as
      Assignee incurs in connection with the operation of the Property and against
      interest, principal, required escrow deposits and other sums which have or
      which
      may become due, from time to time, under the terms of the Loan Documents, in
      such order or priority as to any of the items so mentioned as Assignee, in
      its
      sole subjective discretion, may determine. The exercise by Assignee of the
      rights granted Assignee in this paragraph, and the collection of, the Rents
      and
      the application thereof as herein provided, shall not be considered a waiver
      by
      Assignee of any Event of Default under the Loan Documents or prevent foreclosure
      of any liens on the Property nor shall such exercise make Assignee liable under
      any of the Leases (other than any liability created solely by the gross
      negligence or willful misconduct of Assignee in exercising its rights
      hereunder), Assignee hereby expressly reserving all of its rights and privileges
      under the Mortgage and the other Loan Documents as fully as though this
      Assignment had not been entered into.

     

    Without
      limiting
      the rights granted hereinabove, in the event Assignor shall fail to make any
      payment or to perform any act required under the terms hereof and such failure
      shall not be cured within any applicable grace or cure period, then, to the
      full
      extent permitted by law, Assignee may, but shall not be obligated to, without
      prior notice to or demand on Assignor, and without releasing Assignor from
      any
      obligation hereof, make or perform the same in such manner and to such extent
      as
      Assignee may deem necessary to protect the security hereof, including
      specifically, without limitation, appearing in and defending any action or
      proceeding purporting to affect the security hereof or the rights or powers
      of
      Assignee, performing or discharging any obligation, covenant or agreement of
      Assignor under any of the Leases, and, in exercising any of such powers, paying
      all necessary costs and expenses, employing counsel and incurring and paying
      reasonable attorneys’ and paralegal’s fees. Any sum advanced or paid by Assignee
      for any such purpose, including, without limitation, reasonable attorneys’ and
      paralegal’s fees, together with interest thereon at the Default Rate from the
      date paid or advanced by Assignee until repaid by Assignor, shall immediately
      be
      due and payable to Assignee by Assignor on demand and shall be secured by the
      Mortgage and by all of the other Loan Documents securing all or any part of
      the
      indebtedness evidenced by the Note.

     

    IT
      IS FURTHER
      AGREED that this Assignment is made upon the following terms, covenants and
      conditions:

     

    1.  This
      Assignment
      shall not operate to place responsibility for the control, care, management
      or
      repair of the Property upon Assignee, nor for the performance of any of the
      terms and conditions of any of the Leases, nor shall it operate to make Assignee
      responsible or liable for any waste committed on the Property by the tenants
      or
      any other party or for any dangerous or defective condition of the Property
      or
      for any negligence in the management, upkeep, repair or control of the Property,
      unless caused solely by the gross negligence or willful misconduct of Assignee
      in the exercise of its rights hereunder. Assignee shall not be liable for any
      loss sustained by Assignor resulting from Assignee’s failure to let the Property
      or from any other act or omission of Assignee in managing the Property. Assignor
      shall and does hereby indemnify and hold Assignee harmless from and against
      any
      and all liability, loss, claim, demand or damage which may or might be incurred
      by reason of this Assignment, including, without limitation, claims or demands
      for security deposits from tenants of space in the Improvements deposited with
      Assignor, and from and against any and all claims and demands whatsoever which
      may be asserted against Assignee by reason of any alleged obligations or
      undertakings on its part to perform or discharge any of the terms, covenants
      or
      agreements contained in any of the Leases. Should Assignee incur any liability
      by reason of this Assignment or in defense of any claim or demand for loss
      or
      damage as provided above, the amount thereof, including, without limitation,
      costs, expenses and reasonable attorneys’ fees, together with interest thereof
      at the Default Rate from the date paid or incurred by Assignee until repaid
      by
      Assignor, shall be immediately due and payable to Assignee by Assignor upon
      demand and shall be secured by the Mortgage and by all of the other Loan
      Documents securing all or any part of the indebtedness evidenced by the
      Note.

     

    2.  This
      Assignment
      shall not be construed as making Assignee a mortgagee in
      possession.

     

    3.  Assignee
      is
      obligated to account to Assignor only for such Rents as are actually collected
      or received by Assignee.

     

    4.  Assignor
      hereby
      further presently and absolutely assigns to Assignee subject to the terms and
      provisions of this Assignment: (a) any award or other payment which Assignor
      may
      hereafter become entitled to receive with respect to any of the Leases as a
      result of or pursuant to any bankruptcy, insolvency or reorganization or similar
      proceedings involving the tenants under such Leases; and (b) any and all
      payments made by or on behalf of any tenant of any part of the Property in
      lieu
      of Rent.  To the full extent permitted by law, Assignor hereby
      irrevocably appoints Assignee as its attorney-in-fact to, from and after the
      occurrence of an Event of Default by Assignor hereunder or under any of the
      other Loan Documents which has not been cured within any applicable grace or
      cure period, appear in any such proceeding and to collect any such award or
      payment, which power of attorney is coupled with an interest by virtue of this
      Assignment and is irrevocable so long as any sums are outstanding under the
      loan
      evidenced by the Note.

     

    5.  Assignor
      represents, warrants and covenants to and for the benefit of Assignee: (a)
      that
      Assignor now is (or with respect to any Leases not yet in existence, will be
      immediately upon the execution thereof) the absolute owner of the landlord’s
      interest in the Leases, with full right and title to assign the same and the
      Rents due or to become due thereunder; (b) that, other than this Assignment
      and
      those assignments, if any, specifically permitted in the Mortgage, there are
      no
      outstanding assignments of the Leases or Rents; (c) that no Rents have been
      prepaid by more than one (1) month prior to the accrual thereof; (d) that there
      are no material defaults now existing under any of the Leases by the landlord
      or, to Assignor’s actual knowledge, by any tenant, and there exists no state of
      facts which, with the giving of notice or lapse of time or both, would
      constitute an event of default under any of the Leases by the landlord or,
      to
      Assignor’s actual knowledge, by any tenant, except as disclosed in writing to
      Assignee; (e) that Assignor has and shall duly and punctually observe and
      perform all material covenants, conditions and agreements in the Leases on
      the
      part of the landlord to be observed and performed thereunder and (f) the Leases
      are in full force and effect and are the valid and binding obligations of
      Assignor, and, to the knowledge of Assignor, are the valid and binding
      obligations of the tenants thereto.

     

    6.  Assignor
      covenants
      and agrees that Assignor shall, at its sole cost and expense, appear in and
      defend any action or proceeding arising under, growing out of, or in any manner
      connected with the Leases or the obligations, duties or liabilities of the
      landlord or tenant thereunder, and shall pay on demand all costs and expenses,
      including, without limitation, attorneys’ fees which Assignee may incur in
      connection with Assignee’s appearance, voluntary or otherwise, in any such
      action or proceeding, together with interest thereon at the Default Interest
      Rate from the date incurred by Assignee until repaid by Assignor.

     

    7.  At
      any time,
      Assignee may, at its option, notify any tenants or other parties of the
      existence of this Assignment. Assignor does hereby specifically authorize,
      instruct and direct each and every present and future tenant, lessee and
      licensee of the whole or any part of the Property to pay all unpaid and future
      Rents to Assignee upon receipt of demand from Assignee to so pay the same and
      Assignor hereby agrees that each such present and future tenant, lessee and
      licensee may rely upon such written demand from Assignee to so pay said Rents
      without any inquiry into whether there exists an Event of Default hereunder
      or
      under the other Loan Documents or whether Assignee is otherwise entitled to
      said
      Rents. Assignor hereby waives any right, claim or demand which Assignor may
      now
      or hereafter have against any present or future tenant, lessee or licensee
      by
      reason of such payment of Rents to Assignee, and any such payment shall
      discharge such tenant’s, lessee’s or licensee’s obligation to make such payment
      to Assignor.

     

    8.  Assignee
      may take
      or release any security for the indebtedness evidenced by the Notes, may release
      any party primarily or secondarily liable for the indebtedness evidenced by
      the
      Notes, may grant extensions, renewals or indulgences with respect to the
      indebtedness evidenced by the Notes and may apply any other security therefor
      held by it to the satisfaction of any indebtedness evidenced by the Notes
      without prejudice to any of its rights hereunder.

     

    9.  The
      acceptance of
      this Assignment and the collection of the Rents in the event Assignor’s license
      is terminated, as referred to above, shall be without prejudice to Assignee.
      The
      rights of Assignee hereunder are cumulative and concurrent, may be pursued
      separately, successively or together and may be exercised as often as occasion
      therefor shall arise, it being agreed by Assignor that the exercise of any
      one
      or more of the rights provided for herein shall not be construed as a waiver
      of
      any of the other rights or remedies of Assignee, at law or in equity or
      otherwise, so long as any obligation under the Loan Documents remains
      unsatisfied.

     

    10.  All
      rights of
      Assignee and Lender hereunder shall inure to the benefit of their respective
      successors and assigns; and all obligations of Assignor shall bind its
      successors and assigns and any subsequent owner of the Property. All rights
      of
      Assignee in, to and under this Assignment shall pass to and may be exercised
      by
      any assignee of such rights of Assignee. Assignor hereby agrees that if Assignee
      gives notice to Assignor of an assignment of said rights, upon such notice
      the
      liability of Assignor to the assignee of the Assignee shall be immediate and
      absolute. Assignor will not set up any claim against Assignee, any Bank, or
      any
      intervening assignee as a defense, counterclaim (other than compulsory
      counterclaims) or setoff to any action brought by Assignee or any intervening
      assignee for any amounts due hereunder or for possession of or the exercise
      of
      rights with respect to the Leases or the Rents.

     

    11.  It
      shall be an
“Event of Default” hereunder (a) if any representation or warranty made herein
      by Assignor shall be proven to have been false or misleading in any material
      respect at the time made (unless such breach is reasonably susceptible of cure
      and such breach is cured within the applicable notice and cure period provided
      in the Loan Agreement), (b) upon any failure by Assignor in the performance
      or
      observance of any other covenant or condition hereof and, to the extent such
      failure described in this subsection (b) is susceptible of being cured, the
      continuance of such failure for thirty (30) days after written notice thereof
      from Assignee to Assignor; provided, however, that if such default
      is susceptible of cure but such cure cannot be accomplished with reasonable
      diligence within said period of time, and if Assignor commences to cure such
      default promptly after receipt of notice thereof from Assignee, and thereafter
      prosecutes the curing of such default with reasonable diligence, such period
      of
      time shall be extended for such period of time as may be necessary to cure
      such
      default with reasonable diligence, but not to exceed an additional ninety (90)
      days, or (c) if an “Event of Default” as defined in the Loan Agreement, occurs.
      Any such default not so cured shall be a default (or, if applicable, an
“Event of Default”) under each of the other Loan Documents,
      entitling Assignee to exercise any or all rights and remedies available to
      Assignee under the terms hereof or of any or all of the other Loan Documents,
      and any Event of Default under the other Loan Documents, or any default under
      any other Loan Document which is not cured within any applicable grace or cure
      period, shall be deemed an Event of Default hereunder subject to no grace or
      cure period, entitling Assignee to exercise any or all rights provided for
      herein.

     

    12.  Failure
      by Assignee
      to exercise any right which it may have hereunder shall not be deemed a waiver
      thereof unless so agreed in writing by Assignee, and the waiver by Assignee
      of
      any default hereunder shall not constitute a continuing waiver or a waiver
      of
      any other default or of the same default on any future occasion. No collection
      by Assignee of any Rents pursuant to this Assignment shall constitute or result
      in a waiver of any default then existing hereunder or under any of the other
      Loan Documents.

     

    13.  If
      any provision
      under this Assignment or the application thereof to any entity, person or
      circumstance shall be invalid, illegal or unenforceable to any extent, the
      remainder of this Assignment and the application of the provisions hereof to
      other entities, persons or circumstances shall not be affected thereby and
      shall
      be enforced to the fullest extent permitted by law.

     

    14.  This
      Assignment may
      not be amended, modified or otherwise changed except by a written instrument
      duly executed by Assignor and Assignee.

     

    15.  Subject
      to the
      terms hereof, this Assignment shall be in full force and effect continuously
      from the date hereof to and until the payment, discharge, and performance of
      any
      and all indebtedness and obligations evidenced by the Note or secured or
      guaranteed by any of the Loan Documents, and the release of the Mortgage shall,
      for all purposes, automatically terminate this Assignment and render this
      Assignment null and void and of no effect whatsoever. If requested in writing
      by
      Assignor, upon termination of this Assignment, Assignee shall (i) execute and
      deliver to Assignor such instrument or instruments effective to evidence the
      termination of this Assignment and the reassignment to Assignor of the rights,
      powers and authorities granted herein as may be reasonably requested by
      Assignor, and (ii) deliver to Assignor any monies held by Assignee for the
      benefit of Assignor and not applied to the indebtedness secured hereby in
      accordance with the terms of the Loan Documents.

     

    16.  In
      case of a
      conflict between any provision of this Assignment and any provision of the
      other
      Loan Documents, the provision selected by Assignee in its sole subjective
      discretion shall prevail and be controlling.

     

    17.  All
      notices,
      demands, requests or other communications to be sent by one party to the other
      hereunder or required by law shall be given and become effective as provided
      in
      the Loan Agreement.

     

    18.  THIS
      ASSIGNMENT
      SHALL BE GOVERNED BY, CONSTRUED, APPLIED AND ENFORCED IN ACCORDANCE WITH THE
      INTERNAL LAWS OF THE STATE OF FLORIDA, WITHOUT REGARD TO CONFLICTS OF LAW
      PRINCIPLES.

     

    19.  This
      Assignment may
      be executed in any number of counterparts, each of which shall be effective
      only
      upon delivery and thereafter shall be deemed an original, and all of which
      shall
      be taken to be one and the same instrument, for the same effect as if all
      parties hereto had signed the same signature page. Any signature page of this
      Assignment may be detached from any counterpart of this Assignment without
      impairing the legal effect of any signatures thereon and may be attached to
      another counterpart of this Assignment identical in form hereto but having
      attached to it one or more additional signature pages.

     

    20.  In
      addition to, but
      not in lieu of, any other rights hereunder, Assignee shall have the right to
      institute suit and obtain a protective or mandatory injunction against Assignor
      to prevent a breach or default, or to reinforce the observance, of the
      agreements, covenants, terms and conditions contained herein, as well as the
      right to damages occasioned by any breach or default by Assignor.

     

    21.  This
      Assignment
      shall continue and remain in full force and effect during any period of
      foreclosure with respect to the Property.

     

    22.  Assignor
      hereby
      covenants and agrees that Assignee and Lender shall be entitled to all of the
      rights, remedies and benefits available by statute, at law, in equity or as
      a
      matter of practice for the enforcement and perfection of the intents and
      purposes hereof. Assignee shall, as a matter of absolute right, be entitled,
      upon application to a court of applicable jurisdiction, and without notice
      to
      Assignor, to the appointment of a receiver to obtain and secure the rights
      of
      Assignee hereunder and the benefits intended to be provided to Assignee and
      Lender hereunder.

     

    23.  The
      provisions of
      Section 25.1 of the Loan Agreement are hereby incorporated herein by reference
      to the same extent and effect as if fully set forth herein.

     

    [No
      further
      text on this page]

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    IN
      WITNESS WHEREOF,
      Assignor has executed this Assignment under seal as of the day and year first
      above written.

     

    
      	
              WITNESSES:

               

               

              /s/
                Michelle
                R.
                Puricelli                                                                

              Print
                Name
                Michelle R. Puricelli

               

               

              /s/
                Richard
                A.
                Mathews                                                                

              Print
                Name
                Richard A. Mathews

            	
              TAMPA
                WESTSHORE ASSOCIATES LIMITED PARTNERSHIP,

              a
                Delaware
                limited partnership

              By:       T-I
                REIT, Inc., a Delaware

                           corporation,
                its general partner

               

                            By:        /s/
                Steven Eder

                            Name:   Steven
                Eder

                            Title:     Treasurer

               

               

            


    

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	
              STATE
                OF
                Illinois                                                      

            	
              )

            
	 	
              )
                SS:

            
	
              COUNTY
                OF
                Cook                                                      

            	
              )

            


    

     

    The
      foregoing
      instrument was acknowledged before me this 3rd day of
      January,
      2008, by Steven Eder, the Treasurer of T-I REIT, Inc., a Delaware corporation,
      the general partner of TAMPA WESTSHORE ASSOCIATES LIMITED PARTNERSHIP, a
      Delaware limited partnership.  He is personally known to me or
      has produced a State of _________________ driver’s license as
      identification.

    
      	
               

              Sign
                Name:
                /s/ Lisa
                Strauss                                                                    

               

              Notary
                Public:                                                                    

              Print
                Name:
                Lisa
                Strauss                                                                    

              Serial
                No.
                (if
                any):                                                                    

               

            
	
              [NOTARIAL
                SEAL]

               

              My
                Commission
                Expires: 7/18/10

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      A

     

    LEGAL
      DESCRIPTION

     

    Parcel
      1

    


    A
      portion of the
      Northwest one-quarter (NW1/4) of Section 16, Township 29 South, Range 18 East,
      and the Northeast one-quarter (NE1/4 ) of Section 17, Township 29 South, Range
      18 East, Hillsborough County Florida, lying within and without the Plats of
      West
      Shore Estates as described in Plat Book 17, Page 43, and West Shore Estates
      Replat as described in Plat Book 31, Page 44 of the Public Records of
      Hillsborough County, Florida, being more particularly described as
      follows:

    


    Commence
      at the
      Northwest corner of said Section 16; thence along the Westerly boundary of
      said
      Section 16, South 00 degrees 20 minutes 48 seconds West, for 50.00 feet to
      a
      point of intersection with the former South right-of-way line of vacated
      Columbus Drive and the point of beginning; thence along the former South
      right-of-way line of vacated Columbus Drive South 89 degrees 28 minutes 10
      seconds East, for 468.92 feet to a point of curvature, of a tangent curve
      concave to the Southeast; thence Southwesterly along the arc of said curve,
      to
      the left having a central angle of 45 degrees 57 minutes 10 seconds and a radius
      of 360.00 feet for an arc distance of 288.73 feet to a point of tangency; thence
      South 44 degrees 34 minutes 40 seconds West, a distance of 53.48 feet to a
      point
      of curvature of tangent curve concave to the East; thence Southerly along the
      arc of said curve to the left having a central angle of 80 degrees 37 minutes
      52
      seconds and a radius of 30.00 feet for an arc distance of 42.22 feet to a point
      of reverse curvature of a tangent curve concave to the Southwest; thence
      Southeasterly along the arc of said curve to the right having a central angle
      of
      36 degrees 24 minutes 56 seconds and a radius of 400.00 feet for an arc distance
      of 254.23 feet to a point of tangency; thence South 00 degrees 21 minutes 44
      seconds West, a distance of 299.85 feet to a point of curvature of a tangent
      curve concave to the Northeast; thence Southeasterly along the arc of said
      curve
      to the left, having a central angle of 90 degrees 00 minutes 00 seconds and
      a
      radius of 30.00 feet for an arc distance of 47.12 feet to a point of tangency;
      thence South 89 degrees 38 minutes 16 seconds East, a distance of 5.47 feet
      to a
      point of curvature of a tangent curve concave to the Southwest; thence
      Southeasterly along the arc of said curve to the right, having a central angle
      of 39 degrees 09 minutes 41 seconds and a radius of 554.00 feet for an arc
      distance of 378.66 feet to a point of tangency; thence South 50 degrees 28
      minutes 34 seconds East, a distance of 165.11 feet; thence South 39 degrees
      31
      minutes 26 seconds West, a distance of 108.00 feet; thence North 50 degrees
      28
      minutes 34 seconds West, a distance of 165.11 feet to a point of curvature
      of a
      tangent curve concave to the Southwest; thence Northwesterly along the arc
      of
      said curve to the left, having a central angle of 39 degrees 09 minutes 41
      seconds and a radius of 446.00 feet for an arc distance of 304.84 feet to a
      point of tangency; thence North 89 degrees 38 minutes 16 seconds West, a
      distance of 5.47 feet to a point of curvature of a tangent curve concave to
      the
      Southeast; thence Southwesterly along the arc of said curve to the left, having
      a central angle of 90 degrees 00 minutes 00 seconds and a radius of 30.00 feet
      for an arc distance of 47.12 feet to a point of tangency; thence South 00
      degrees 21 minutes 44 seconds West, a distance of 60.95 feet to a point of
      curvature of a tangent curve to the Northwest; thence Southwesterly along the
      arc of said curve to the right, having a central angle of 39 degrees 09 minutes
      42 seconds and a radius of 411.00 feet for an arc distance of 280.92 feet to
      a
      point of tangency; thence South 39 degrees 31 minutes 26 seconds West, a
      distance of 227.59 feet; thence South 48 degrees 58 minutes 48 seconds East,
      a
      distance of 324.62 feet; thence South 39 degrees 31 minutes 26 seconds West
      for
      203.34 feet to the point of curvature of a curve concave to the Northwest;
      thence continue Southwesterly along the arc of said curve to the right, having
      a
      central angle of 51 degrees 42 minutes 45 seconds and a radius of 1809.86 feet
      for an arc distance of 1633.50 feet to a point of tangency; thence North 88
      degrees 45 minutes 50 seconds West, a distance of 287.74 feet; thence North
      01
      degrees 46 minutes 20 seconds East, a distance of 489.36 feet to a point on
      the
      arc of a

    non-tangent
      curve
      concave to the Northeast, a radial line of said  curve through said
      point having a bearing of South 07 degrees 02 minutes 22 seconds West; thence
      Northwesterly along the arc of said curve to the right, having a central angle
      of 28 degrees 19 minutes 41 seconds and a radius of 630.00 feet for an arc
      distance of 311.48 feet to a point on the arc of a non-tangent curve concave
      to
      the Southeast, a radial line of said curve through said point having a bearing
      of North 59 degrees 24 minutes 25 seconds West; thence Southwesterly along
      the
      arc of said curve to the left, having a central angle of 28 degrees 49 minutes
      15 seconds and a radius of 446.00 feet for an arc distance of 224.35 feet to
      point on a non-tangent line; thence North 88 degrees 13 minutes 40 seconds
      West
      along the radial extension of the last described curve a distance of 14.00
      feet
      to a point on the former East right-of-way line of vacated Westshore Boulevard;
      thence along the former right-of-way line the following 7 courses; North 01
      degrees 46 minutes 20 seconds East, for 171.56 feet to the point of curvature
      of
      a curve concave to the West; thence Northwesterly along the arc of said curve
      to
      the left having a central angle of 01 degrees 18 minutes 00 seconds and a radius
      of 22,958.32 feet for an arc distance of 520.91 feet to a point of tangency;
      thence North 00 degrees 28 minutes 20 seconds East, for 83.85 feet; thence
      South
      89 degrees 31 minutes 40 seconds East, for 24.68 feet; thence North 00 degrees
      26 minutes 16 seconds East 116.50 feet; thence North 89 degrees 31 minutes
      40
      seconds West, for 24.61 feet; thence North 00 degrees 28 minutes 20 seconds
      East
      for 1,170.64 feet to a point of intersection with the former South right-of-way
      line of said vacated Columbus Drive; thence along the former right-of-way line
      of vacated Columbus Drive South 88 degrees 48 minutes 30 seconds East, for
      1925.86 feet to a point of intersection with the Easterly boundary of said
      Section 17, said point being the point of beginning.

    


    PARCEL
      E

    


    A
      portion of the
      Northeast 1/4 of SECTION 17, TOWNSHIP 29 SOUTH, RANGE 18 EAST, Hillsborough
      County, Florida, lying within the Plat of WEST SHORE ESTATES as described and
      recorded in Plat Book 17, Page 43 of the Public Records of Hillsborough County,
      Florida, being more particularly described as follows:

    


    Commence
      at the
      Northwest corner of Section 16, Township 29 South, Range 18 East; thence along
      the Westerly boundary of said Section 16, South 00°20'48" West, for 50.00 feet
      to a point of intersection with the former South right-of-way line of vacated
      Columbus Drive; thence along the former South right-of-way line of vacated
      Columbus Drive South 89°28'10" East 1582.37 feet; thence along the South
      right-of-way line of Columbus Drive the following 2 courses: thence South
      00°31'50" West, for 6.06 feet to a point on a curve concave to the Southwest;
      thence Easterly along the arc of said curve, having a radius of 536.59 feet,
      a
      central angle of 21°27'53", an arc length of 201.02 feet and a chord bearing
      South 78°44'13" East for 199.85 feet to a point of intersection with the
      Northwesterly right-of-way line of Boy Scout Boulevard, said point being on
      a
      curve concave to the Southeast; thence along said right-of-way line the
      following 5 courses; thence Southwesterly along the arc of said curve having
      a
      radius of  2009.86 feet, central angle of 25°40'03", an arc length of
      900.38 feet, and a chord bearing South 52°21'27" West, for 892.87 feet; thence
      South 39°31'26" West, for 1496.78 feet to the point of curvature of a curve
      concave to the Northwest; thence Southwesterly along the arc of said curve,
      having a radius of 1809.86 feet, a central angle of 51°42'45", an arc length of
      1633.50 feet and a chord bearing South 65°22'49" West, for 1578.61 feet; thence
      North 88°45'49" West, a distance of 287.74 feet to the Point of Beginning;
      thence continue North 88°45'49" West, for 329.94 feet to a point on the East
      right-of-way line of Westshore Boulevard; thence along said right-of-way line
      of
      the following two courses; thence North 01°14'31" East for 50.00 feet; thence
      North 88°45'49" West, for 29.34 feet to a point on a curve concave to the East;
      thence along the former East right-of-way line of vacated Westshore Boulevard
      the following 2 courses: thence Northerly along the arc of said curve having
      a
      radius of 22,878.32 feet, a central angle of 00°16'41", an arc length of 111.03
      feet and a chord bearing North 01°38'00" East, for 111.03 feet; thence North
      01°46'20" East, for 219.26 feet; thence South 88°13'40" East, a distance of
      14.00 feet to a point on the arc of a non-tangent curve concave to the Southeast
      a radial line of said curve through said point having a bearing of North
      88°13'40" West; thence Northeasterly along the arc of said curve to the right
      ,
      having a central angle of 28°49'15" and a radius of 446.00 feet for an arc
      distance of 224.35 feet to a point on the arc of non-tangent curve concave
      to
      the Northeast, a radial of 630.00 feet for an arc distance of 311.48 feet to
      a
      point on a non-tangent line; thence South 01°46'20" West, a distance of 489.36
      feet to the Point of Beginning.

    


    


    Parcel
      2

    


    Non-exclusive
      easements for the benefit of the above Parcels, as recited in Article VI of
      that
      certain Amended and Restated Development, Use and Reciprocal Easement Agreement
      recorded in Official Records Book 9227, page 556, of the Public Records of
      Hillsborough County, Florida and modified by First Amendment recorded in
      Official Records Book 10372, page 1 and Second Amendment recorded in Official
      Records Book 10372, page 7 and further modified by Release of Liens recorded
      in
      Official Records Book 10372, page 26 and modified by Release of Easement Rights
      recorded in Official Records Book 16455, page 336 and Release of Easement Rights
      recorded in Official Records Book 17689, Page 1895, of the Public Records of
      Hillsborough County, Florida.

    


    Parcel
      3

    


    Non-exclusive
      access easements for the benefit of Parcel 1, as recited in Paragraph 6 of
      that
      certain Shopping Center Lease dated September 10, 1998, recorded in Official
      Records Book 9242, page 1058, and as recorded in Official Records Book 9535,
      page 1 of the Public Records of Hillsborough County, Florida including, but
      not
      limited to, the following:

    


    i)   Non-exclusive
      use of the access road located on the property now owned
      by  Hillsborough County Aviation Authority and which runs within two
      hundred (200) feet of the western boundary line of the Restated Lease Premises
      and runs to the terminal complex;

    ii)   Non-exclusive
      easements over and across those portions of Westshore Boulevard and Columbus
      Drive which are adjacent to the Restated Leased Premises and which are now
      owned
      by the Hillsborough County Aviation Authority.

    


    Parcel
      4

    


    Non-exclusive
      easements for the benefit of Parcel 1, created in that certain Construction,
      Operation and Reciprocal Easement Agreement by and between Tampa Westshore
      Associates Limited Partnership, The Neiman Marcus Group, Inc., The May
      Department Stores Company, Mercantile Properties, Inc., The Joslin Dry Goods
      Company, and Nordstrom, Inc. dated as of November 1, 1999, recorded November
      16,
      1999 in Official Records Book 9922, page 1459, of the Public Records of
      Hillsborough County, Florida and amended by First Amendment to Construction,
      Operation and Reciprocal Easement Agreement recorded in Official Records Book
      10753, Page 500.