EX-99 14 e10a4c.txt EX 10(A)(4)(C) ASSIGNMENT OF LEASES & RENTS...FL Exhibit 10(a)(4)(C) PREPARED BY AND AFTER RECORDING RETURN TO: James C. Palmer, Esq. Verrill & Dana, LLP One Portland Square Portland, Maine 04112-0586 ASSIGNMENT OF LEASES AND RENTS (FLORIDA) THIS ASSIGNMENT OF LEASES AND RENTS (this "Assignment") is made and entered into as of this 28th day of December, 2001, by and between KOGER EQUITY, INC., a Florida corporation, having a mailing address of 433 Plaza Real, Suite 335, Boca Raton, Florida 33432 ("Assignor"), and FLEET NATIONAL BANK, a national banking association ("Fleet"), having a mailing address of 100 Federal Street, Boston, Massachusetts 02110, Attn: Structured Real Estate, as Agent for itself and each other lender (collectively, the "Lenders") which is or may hereafter become a party to that certain Revolving Credit Loan Agreement, dated as of December 28, 2001, by and among Assignor, Fleet, as Agent and Lenders (as the same may be varied, amended, restated, renewed, consolidated, extended or otherwise supplemented from time to time, the "Credit Agreement") (Fleet, in its capacity as Agent, is hereinafter referred to as "Assignee"). W I T N E S S E T H: THAT to secure the Secured Obligations as defined herein, Assignor does hereby grant, transfer and assign to Assignee, its successors, successors-in-title and assigns, all of Assignor's right, title and interest in, to and under any and all leases, tenancies, agreements or licenses, written or oral, now existing or hereafter entered into by Assignor as "landlord", "lessor" or "licensor", for the use or occupancy of all or any portion of the property (hereinafter referred to as the "Property") particularly described in Exhibit A attached hereto and by this reference made a part hereof, including any and all extensions, renewals and modifications thereof and guaranties of the performance or obligations of any tenants, lessees or licensees thereunder (such leases, tenancies, agreements and licenses are hereinafter referred to collectively as the "Leases," and such tenants, lessees and licensees are hereinafter referred to collectively as "Tenants" or individually as a "Tenant" as the context requires), which Leases include those certain leases of the Property more particularly described on Schedule 6.20 of the Credit Agreement, together with all of Assignor's right, title and interest in and to all rents, issues and profits from the Leases and from the Property. This Assignment constitutes a present and absolute assignment of leases and rents, subject only to Assignor's rights under Paragraph 1.03(a) hereof. TO HAVE AND TO HOLD unto Assignee, its successors and assigns forever, subject to and upon the terms and conditions set forth herein. This Assignment is made to secure the payment and performance of the following described indebtedness and obligations (hereinafter collectively referred to as the "Secured Obligations"): (a) The debt evidenced by (i) those certain Revolving Credit Notes made by Assignor in the aggregate principal amount of One Hundred Twenty-Five Million and No/100 Dollars ($125,000,000), and that certain Swingline Note made by Assignor in the principal amount of Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000), each of which has been issued pursuant to the Credit Agreement and each of which is due and payable in full on or before December 27, 2004 and (ii) each other note as may be issued under the Credit Agreement, each as originally executed, or if varied, extended, supplemented, consolidated, amended, replaced, renewed, modified or restated from time to time as so varied, extended, supplemented, consolidated, amended, replaced, renewed, modified or restated (collectively, the "Note"). (b) The payment, performance and discharge of each and every obligation, covenant and agreement of Assignor contained herein, in the Credit Agreement, and in the other Loan Documents (as defined in the Credit Agreement). (c) Any and all additional advances made by any Lender to protect or preserve the Property or the lien and security title hereof in and to the Property, or for taxes, assessments or insurance premiums as hereinafter provided (whether or not Assignor remains the owner of the Property at the time of such advances). (d) Any and all other indebtedness now or hereafter owing by Assignor to any Lender pursuant to the terms of the Credit Agreement, whether now existing or hereafter arising or incurred, however evidenced or incurred, whether express or implied, direct or indirect, absolute or contingent, due or to become due, including, without limitation, all principal, interest, fees, expenses, yield maintenance amounts and indemnification amounts, and all renewals, modifications, consolidations, replacements and extensions thereof. (e) All reasonable out-of-pocket costs and expenses incurred by the Assignee in connection with the enforcement and collection of the Secured Obligations, including, without limitation, all attorneys' fees and disbursements, and all other such costs and expenses described in and incurred pursuant to the Note, the Credit Agreement, this Assignment, and the other Loan Documents (as defined in the Credit Agreement) (collectively, the "Enforcement Costs"). As further security for the Secured Obligations and the full and prompt payment and performance of any and all obligations of Assignor to Assignee and the Lenders under the Loan Documents, Assignor hereby assigns to Assignee any awards or payments which may be made in of Assignor's interest in any of the Leases in any bankruptcy, insolvency or reorganization proceedings in any state or federal court. Assignor hereby appoints Assignee as its attorney-in-fact, effective during the continuance of an Event of Default, to appear in any such proceeding and/or to collect any such award or payment. ARTICLE I WARRANTIES AND COVENANTS 1.01 Representations and warranties of Assignor. Assignor hereby represents and warrants as follows. (a) Assignor is the sole and absolute owner of the entire landlord's or lessor's interest in the Leases and such rents, issues and profits. (b) Assignor has made no prior assignment of any of the Leases or with respect to any of such rents, issues or profits which remains in effect. (c) Assignor has neither done any act nor omitted to do any act which might prevent Assignee from, or materially limit Assignee in, acting under any of the provisions of this Assignment. (d) Neither the execution and delivery of this Assignment or any of the Leases, the performance of each and every covenant of Assignor under this Assignment and the Leases, conflicts with, or constitutes a material breach or default under, any agreement, indenture or other instrument to which Assignor is a party, or any law, ordinance, administrative regulation or court decree which is applicable to Assignor. (e) No action has been brought or, so far as is known to Assignor, is threatened, which would interfere in any material way with the right of Assignor to execute this Assignment and perform all of Assignor's obligations contained in this Assignment and in the Leases. 1.02 Covenants of Assignor. Assignor hereby covenants and agrees as follows. (a) Assignor shall fulfill, perform and observe each and every material term, condition and covenant of landlord or lessor contained in each of the Leases; and shall take reasonable actions to enforce the performance and observance of each and every material term, condition and covenant of each of the Leases to be performed or observed by the Tenant thereunder. (b) Assignor shall not, without the prior written consent of Assignee, (i) permit the prepayment of any rents under any of the Leases for more than one (1) month prior to the accrual thereof; or (ii) assign its interest in, to or under any of the Leases or the rents, issues and profits from any of the Leases or from the Property to any person or entity other than Assignee. (c) The Assignee shall have the right, and the Assignor hereby authorizes the Assignee, during the continuance of an Event of Default, to communicate directly with any of the tenants or guarantors for any purpose contemplated by this Assignment or any of the Security Documents. In the event that any of the Leases is terminated, the Assignor will take or cause to be taken all reasonable steps within the power of the Assignor to market and lease the untenanted rentable area of the Buildings to such tenants and upon such terms and conditions as may be reasonably determined by Assignor. (d) Assignor shall deliver to Assignee correct and complete copies of all of the Leases and all amendments, exhibits, addenda and schedules thereto and all guaranties thereof, promptly upon the Assignee's request therefor. (e) Assignor shall take no action which will cause or permit the estate of the Tenant under any of the Leases to merge with the interest of Assignor in the Property or any portion thereof. (f) Subject to the provisions of Section 1.03(a) hereof, Assignor does hereby authorize and empower Assignee to collect all rents, issues and profits arising or accruing under the Leases or from the Property as they become due, whether or not the Assignee shall have made entry or become a mortgagee in possession pursuant to the Security Deed, and does hereby irrevocably authorize and direct, each and every present and future Tenant of the whole or any part of the Property, upon receipt of written notice from Assignee, to pay all rents, issues and profits thereafter arising or accruing under the Leases or from the Property to Assignee and to continue to do so until otherwise notified by Assignee, and Assignor agrees that each and every Tenant shall have the right to rely upon such notice by Assignee without any obligation or right to inquire as to whether any Event of Default exists and notwithstanding any notice or claim of Assignor to the contrary, and that Assignor shall have no right or claim against any Tenant for any rents paid by such Tenant to Assignee following receipt of such notice. Assignee shall not give any such notice to the Tenants of the Property prior other than during the continuance of an Event of Default.. (g) Assignor does hereby agree that during the continuance of an Event of Default, Lender shall have the right to the appointment of a receiver to collect all rents, issues and profits and to carry out any other actions which Lender has the right to carry out under the terms of this Assignment. 1.03 Covenants of Assignee. Assignee hereby covenants and agrees with Assignor as follows: (a) Although this Assignment constitutes a present, current and absolute assignment of all Leases and all rents, issues and profits from the Property, so long as no Event of Default (as herein defined) has occurred and is continuing, Assignee shall not demand that such rents, issues and profits be paid directly to Assignee, and Assignor shall have the right to collect, but not more than one (1) month prior to accrual, all such rents, issues and profits from the Property (including, but not by way of limitation, all rents payable under the Leases), provided, however, that Assignor shall collect and receive all such rents, issues and profits from the Property as trustee for the benefit of Assignee, and shall apply such rents, issues and profits so collected to the Secured Obligations, to the extent then due, with the balance, so long as no Event of Default has occurred and is continuing, to the account of Assignor. (b) Upon termination of the Credit Agreement and the payment in full of the Secured Obligations, this Assignment shall be terminated and released of record by Assignee and shall thereupon be of no further force or effect. ARTICLE II DEFAULT 2.01 Event of Default. The term "Event of Default" shall mean (a) any Event of Default under the Credit Agreement, as defined thereunder, or (b) any Event of Default under the Security Deed, as defined thereunder, or (c) any default in the performance of the obligations of Assignor hereunder which default continues for a period of thirty (30) days after notice thereof from Assignee, or (d) any representation or warranty of Assignor in this Assignment shall prove to have been false or incorrect in any material respect upon the date when made and shall continue to be false or incorrect on the date Assignee takes action based on the default relating to such representation or warranty. If an Event of Default shall occur and is continuing the Assignee may exercise any and all remedies provided in Paragraph 2.02 of this Assignment, under the Security Deed, under the Notes, and under any and all other instruments and documents providing security for the Secured Obligations, or any other remedies available under applicable law or any one or more of such remedies. 2.02 Remedies. Upon the occurrence of any Event of Default, Assignee may at its option, with or without notice or demand of any kind (except as may be provided herein or in any of the Loan Documents), and without waiving such Event of Default (provided, however, the Assignor acknowledges that as to certain Events of Default, as set forth in the Credit Agreement, the Secured Obligations automatically shall become and be immediately due and payable, without any declaration or other act on the part of Assignee or any Lender), exercise any or all of the following rights and remedies: (a) Either with or without entry or taking possession of the Property, give or require Assignor to give notice to any or all Tenants under the Leases authorizing and directing such Tenants to pay all rents, issues and profits and any other sums due under their Leases directly to Assignee, whether or not the Assignee shall have made entry or become a mortgagee in possession pursuant to the Security Deed, and collect and receive (subject to the provisions of Section 1.03 hereof) all rents, issues and profits and other sums due under the Leases with respect to which such notice is given. (b) Either with or without entry or taking possession of the Property, perform any and all obligations of Assignor under any or all of the Leases or this Assignment and exercise any and all rights of Assignor herein or therein as fully as Assignor itself could do, including, without limiting the generality of the foregoing, enforcing, modifying, extending or terminating any or all of the Leases, collecting, modifying, compromising, waiving or increasing any or all of the rents payable thereunder, and obtaining new Tenants and entering into new Leases on the Property on any terms and conditions deemed reasonable by Assignee, and, to the extent Assignee shall incur any costs in connection with the performance of any such obligations of Assignor, including costs of litigation, then all such reasonable costs shall become a part of the Secured Obligations, shall bear interest from the incurring thereof at the interest rate for overdue amounts specified in the Credit Agreement, and shall be due and payable within ten (10) days after demand. (c) Either with or without entry or taking possession of the Property, in Assignor's or Assignee's name, institute any legal or equitable action which Assignee deems reasonably necessary to collect and receive any or all of the rents, issues and profits assigned herein or to evict or remove any Tenants. (d) Enter upon, take possession of, and use and operate all or any portion of the Property which Assignee in its sole discretion deems desirable to effectuate any or all of the foregoing remedies (subject to Section 1.03 hereof), with full power to make alterations, renovations, repairs or replacements thereto. Assignee shall have full right to exercise any or all of the foregoing remedies rights and without regard to the adequacy of security for any or all of the Secured Obligations, and with or without the commencement of any legal or equitable action or the appointment of any receiver or trustee. 2.03 Application of Rents. All rents, issues and profits and any other sums due under the Leases and with respect to the Property which are collected by Assignee shall be applied by Assignee in such order as Assignee in its sole discretion may elect against: (i) all reasonable costs and expenses, including reasonable attorneys' fees, incurred in connection with the operation of the Property, the performance of Assignor's obligations under the Leases or the collection of the rents thereunder; (ii) all reasonable costs and expenses, including reasonable attorneys' fees, incurred in the collection of any of all of the Secured Obligations, including all reasonable costs, expenses and reasonable attorneys' fees incurred in seeking to realize on or to protect or preserve Assignee's interest in any other collateral securing any or all of the Secured Obligations; and (iii) any or all unpaid principal of and interest on the Secured Obligations. 2.04 No Liability of Assignee. Assignee shall not be obligated to perform or discharge, nor does Assignee hereby undertake to perform or discharge, any obligation, duty or liability of Assignor under any of the Leases or under or by reason of this Assignment, except those arising from and after Assignee takes possession of the Property after an Event of Default. Prior to Assignee's taking possession of the Property after an Event of Default, this Assignment shall not operate to place upon Assignee responsibility for the control, care, management or repair of the Property, nor for the carrying out 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, for any dangerous or defective condition of the Property, or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any person. Assignee shall not be liable for any loss sustained by Assignor resulting from Assignee's failure to let the Property after taking possession of the Property after an Event of Default, unless such loss is caused by the willful misconduct or gross negligence of Assignee. 2.05 Indemnification. Assignor shall and does hereby agree to indemnify and to hold Assignee and the Lenders harmless of and from any and all claims, demands, liability, loss or damage (including all costs, expenses, and reasonable attorneys' fees incurred in the defense thereof) asserted against, imposed on or incurred by Assignee or any Lender in connection with or as a result of this Assignment or the exercise of any rights or remedies under this Assignment or under any of the Leases or by reason of any alleged obligations or undertakings of Assignee or any Lender to perform or discharge any of the terms, covenants or agreements contained in any of the Leases provided that this indemnity shall not protect Assignee or any Lender with respect to matters caused by its own willful misconduct or gross negligence. Should Assignee or any Lender incur any such liability, loss or damage, or in the defense of any such claims or demands, for which it is to be indemnified by Assignor as aforesaid, the amount thereof shall be added to the Secured Obligations, shall bear interest at the rate for overdue amounts specified in the Credit Agreement from the date incurred until paid, shall be secured by this Assignment, the Security Deed and the other Loan Documents, and shall be payable immediately within ten (10) days after demand. ARTICLE III DEFINITIONS The following terms as used herein shall have the following meanings: "Assignment" shall mean this Assignment of Leases and Rents between Assignor and Assignee. "Assignor" shall have the meaning assigned to that term in the preamble hereto. "Default" shall mean any event which, with the giving of notice or the lapse of time, or both, would become an Event of Default. "Event of Default" shall have the meaning assigned to that term in Section 2.01. "Lenders" shall mean the lending institutions which are from time to time Lenders as defined in the Credit Agreement "Property" shall mean the property at 8875 Liberty Ridge Drive in Jacksonville, Florida which is more particularly described in Exhibit A attached hereto. "Security Deed" shall mean the Mortgage and Security Agreement from Assignor to Assignee pursuant to which Assignor has mortgaged the Property as security for the Obligations. "Tenants" shall mean those tenants, lessees and licensees occupying space pursuant to the Leases on the Property. ARTICLE IV GENERAL PROVISIONS 4.01 Successors and Assigns. This Assignment shall inure to the benefit of and be binding upon Assignor and Assignee and their respective heirs, executors, legal representatives, successors and assigns (but in the case of assigns of Assignor, only if and to the extent that Assignee has consented in writing to Assignor's assignment of its rights or obligations hereunder to such assigns). Whenever a reference is made in this Assignment to "Assignor", "Assignee" or "Lender", such reference shall be deemed to include a reference to the successors and assigns of such party. 4.02 Assignee's Rights of Assignment; Rights of Assignees. Assignee may assign to any subsequent holder of the Security Deed, or to any person acquiring title to the Property, all of Assignee's right, title and interest in any of the Leases and rents, issues and profits from the Property. No such assignee shall have any liability for any obligation which accrued under any of the Leases prior to the assignment to such assignee nor shall such assignee have any obligation to account to Assignor for any rental payments which accrued prior to such assignment. 4.03 Terminology. All personal pronouns used in this Assignment, whether used in the masculine, feminine or neuter gender, shall include all other genders, and the singular shall include the plural, and vice versa. Titles of Articles are for convenience only and neither limit nor amplify the provisions of this Assignment. 4.04 Severability. If any provision of this Assignment or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Assignment and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law. 4.05 Applicable Law. This Assignment shall be interpreted, construed and enforced according to the laws of the State in which the Property is located. 4.06 No Third Party Beneficiaries. This Assignment is made solely for the benefit of Assignee and its assigns. No Tenant under any of the Leases nor any other person shall have standing to bring any action against Assignee as the result of this Assignment, or to assume that Assignee will exercise any remedies provided herein, and no person other than Assignee and the Lenders shall under any circumstances be deemed to be a beneficiary of any provision of this Assignment. 4.07 No Oral Modifications. Neither this Assignment nor any provisions hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought. 4.08 Cumulative Remedies. The remedies herein provided shall be in addition to and not in substitution for the rights and remedies vested in Assignee in any of the Loan Documents or in law or equity, all of which rights and remedies are specifically reserved by Assignee. The remedies herein provided or otherwise available to Assignee shall be cumulative and may be exercised concurrently. The failure to exercise any of the remedies herein provided shall not constitute a waiver thereof, nor shall use of any of the remedies herein provided prevent the subsequent or concurrent resort to any other remedy or remedies. It is intended that this clause shall be broadly construed so that all remedies herein provided or otherwise available to Assignee shall continue and be each and all available to Assignee until the Secured Obligations shall have been paid in full. 4.09 Counterparts. This Assignment may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument, and any of the parties or signatories hereto may execute this Assignment by signing any such counterpart. 4.10 Further Assurance. At any time and from time to time, upon written request by Assignee, Assignor will make, execute and deliver, or cause to be made, executed and delivered, to Assignee and, where appropriate, cause to be recorded and/or filed and from time to time thereafter to be re-recorded and/or refiled at such time and in such offices and places as shall be deemed reasonably necessary by Assignee, any and all such other and further assignments, deeds to secure debt, mortgages, deeds of trust, security agreements, financing statements, continuation statements, instruments of further assurance, certificates and other documents as may, in the opinion of Assignee, be reasonably necessary in order to effectuate, complete, or perfect, or to continue and preserve (a) the obligations of Assignor under this Assignment and (b) the security interest created by this Assignment as a first and prior security interest upon the Leases and the rents, issues and profits from the Property. Upon any failure by Assignor so to do, Assignee may make, execute, record, file, re-record and/or refile any and all such assignments, deeds to secure debt, mortgages, deeds of trust, security agreements, instruments, certificates, and documents for and in the name of Assignor, and Assignor hereby irrevocably appoints Assignee the agent and attorney-in-fact of Assignor so to do. 4.11 Notices. Any and all notices, elections, demands or requests provided for or permitted to be given pursuant to this Assignment shall be given or served as provided in the Credit Agreement, and the address of the Assignor shall be the same as the address of the Borrower as applicable from time to time under such notice provisions of the Credit Agreement. 4.13 Modifications, Etc. Assignor hereby consents and agrees that Assignee may at any time and from time to time, without notice to or further consent from Assignor, either with or without consideration, surrender any property or other security of any kind or nature whatsoever held by it or by any person, firm or corporation on its behalf or for its account, securing the Secured Obligations; substitute for any collateral so held by it, other collateral of like kind, or of any kind; agree to modification of the terms of the Notes or the Loan Documents; extend or renew the Notes or any of the Loan Documents for any period; grant releases, compromises and indulgences with respect to the Notes or the Loan Documents to any persons or entities now or hereafter liable thereunder or hereunder; release any guarantor or endorser of the Notes, the Security Deed, the Credit Agreement, or any other Loan Documents; or take or fail to take any action of any type whatsoever; and no such action which Assignee shall take or fail to take in connection with the Loan Documents, or any of them, or any security for the payment of the Secured Obligations or for the performance of any obligations or undertakings of Assignor, nor any course of dealing with Assignor or any other person, shall release Assignor's obligations hereunder, affect this Assignment in any way or afford Assignor any recourse against Assignee. The provisions of this Assignment shall extend and be applicable to all renewals, amendments, extensions, consolidations and modifications of the Loan Documents and the Leases, and any and all references herein to the Loan Documents or the Leases shall be deemed to include any such renewals, amendments, extensions, consolidations or modifications thereof. [SIGNATURES CONTINUED ON NEXT PAGE] IN WITNESS WHEREOF, Assignor has executed this Assignment under seal, as of the day and year first above written. Signed, sealed and delivered KOGER EQUITY, INC., a Florida corporation by Assignor in the presence of: /s/ Lori Y. Litow By: /s/ Christopher L. Becker ------------------------------- ------------------------------ Witness Christopher L. Becker Its Senior Vice President /s/ Olivia A. Narr ------------------------------- Witness STATE OF GA : ------------------- : ss COUNTY OF De Kalb : ------------------ The foregoing instrument was acknowledged before me by Chris L. Becker, as --------------- SVP of KOGER EQUITY, INC., a Florida corporation, on behalf of such -------- corporation, who is personally known to me or has produced a driver's license as identification. IN WITNESS WHEREOF, I have hereunto set my hand and seal on this the 27 day of December, 2001. -- /s/ Sandra A. Wheeler ---------------------------- Name: Sandra A. Wheeler ---------------------------- (Notarial Seal) Notary Public State of ----------------------- My Commission expires: Exhibit A A portion of the J. Summeral Grant Section 57, Township 3 South, Range 27 East, Duval County, Florida, being more particularly described as follows: For a point of reference, commence at the Northeast corner of said J. Summeral Grant Section 57, said Northeast corner lying in the Westerly line of Dix Ellis Trail as described and recorded in O.R. Volume 5449, Page 1038, and O.R. Volume 6258, Page 2386, of the Current Public Records of said County; run thence South 34(degree) 30' 23" East, along the Easterly line of said J. Summeral Grant Section 57, and along the Westerly line of said Dix Ellis Trail, for a distance of 670.15 feet to the Point of Beginning for this description. From the Point of Beginning thus described, continue South 34(degree) 30' 23" East along said Westerly line of Dix Ellis Trail, the same also being the Easterly line of said J. Summeral Grant Section 57, for a distance of 374.85 feet to the Northwesterly line of a proposed roadway to be known as Liberty Ridge Drive; run thence South 55(degree) 29' 37" West, along said Northwesterly line, a distance of 85.58 feet to the point of curvature of a curve to the left, said curve being concave to the Southeast, having a radius of 1450.00 feet, and defining said Northwesterly line of proposed Liberty Ridge Drive; run thence 143.66 feet Southwesterly, around the arc of said curve and through a central angle of 05(degree) 40' 36", to the point of reverse curvature of a curve to the right, said arc being subtended by a chord which bears South 52(degree) 39' 19" West, 143.60 feet; from aforementioned point of reverse curvature, run thence Northwesterly around the arc of a curve lying concave to the North, having a radius of 25.0 feet and a central angle of 85(degree) 59' 45", for an arc distance of 37.52 feet to the point of reverse curvature of a curve to the left, said arc being subtended by a chord which bears North 87(degree) 11' 06" West, 34.10 feet; from aforementioned point of reverse curvature, run thence northwesterly around the arc of a curve defining the Northeasterly line of a proposed roadway to be known as Freedom Commerce Parkway, said curve lying concave to the Southwest, having a radius of 1000.0 feet and a central angle of 18(degree) 35' 13", for an arc distance of 324.40 feet to the point of reverse curvature of a curve to the right, said arc being subtended by a chord which bears North 53(degree) 28' 50" West, 322.98 feet; from aforementioned point of reverse curvature, run thence 137.68 feet Northwesterly, along said Northeasterly line of proposed Freedom Commerce Parkway, around the arc of a curve lying concave to the northeast, having a radius of 916.0 feet and a central angle of 08(degree) 36' 44", said arc being subtended by a chord which bears North 58(degree) 28' 05" West, 137.55 feet; departing from the Northeasterly line of said Freedom Commerce Parkway, run thence North 34(degree) 38' 43" East, a distance of 69.09 feet; thence North 70(degree) 29' 37" East, a distance of 364.87 feet to the Point of Beginning.