OWNER'S LEASEHOLD POLICY OF TITLE INSURANCE COINSURANCE CONTRACT SCHEDULE A Policy Number 199302525CH Policy Date 01/28/1994 Time 142P Amount of Insurance $1,615,100.00 1. Name of Insured (a) WINN-DIXIE CHARLOTTE, INC., A FLORIDA CORPORATION 2. The estate or interest in the land which is covered by this policy is the leasehold estate, as leasehold estate is defined in Section 1(h) of the Conditions and Stipulations of this policy, created by the instrument herein referred to as the Lease which is identified as follows: LEASE BETWEEN FLASK CORPORATION, A DELAWARE CORPORATION, AS LEASOR, AND WINN-DIXIE CHARLOTTE, INC., AS LESSEE, DATED 02-10-84, MEMORANDUM OF WHICH IS RECORDED 03-15-84 AT 3:03 PM IN BOOK 664 AT PAGE 492 AND RE-RECORDED 03-23-84 AT 10:17 AM IN BOOK 664 AT PAGE 651, AND AMENDED BY INSTRUMENT OF LEASE BETWEEN HELENE FUNK AND PETER W. MERNER, NOMINEES, AS LESSORS TO WINN-DIXIE CHARLOTTE, INC., RECORDED IN BOOK 694 AT PAGE 368, AND AS MODIFIED BY ASSIGNMENT OF LEASE FROM FLASK CORPORATION, A DELAWARE CORPORATION, TO DUVAL FUNDING ASSOCIATION RECORDED IN BOOK 664 AT PAGE 499; A SUPPLEMENT OF THIS ASSIGNMENT OF LEASE FROM HELENE FUNK AND PETER W. MERNER, NOMINEES, TO DUVAL FUNDING CORPORATION, IS RECORDED 01-28-94 AT 1:39 PM IN BOOK 840 AT PAGE 148, AND A SECOND LEASE MODIFICATION AGREEMENT BETWEEN HELENE FUNK AND PETER W. MERNER, NOMINEES, AND WINN-DIXIE CHARLOTTE, INC., A FLORIDA CORPORATION, MEMORANDUM OF WHICH IS RECORDED 01-28-94 AT 1:32 PM IN BOOK 840 AT PAGE 119, AND A FIRST SUPPLEMENT TO REASSIGNMENT OF LEASE AND AGREEMENT FROM DUVAL FUNDING CORPORATION TO BANK OF AMERICA Issued through the Office of: Investors Title Insurance Company 308 W Rosemary Street Suite 10 PO Drawer 2687 Chapel Hill, NC 27514 Tel. (919)968-2216 (800)724-8789 / Fax (919)942-4686 (800)776-5067 Authorized Countersignature Page 1
NATIONAL TRUST AND SAVINGS ASSOCIATION RECORDED 01-28-94 AT 1:42 PM IN BOOK 840 AT PAGE 173. 3. The leasehold term insured is: AS STATED IN INSURED LEASE AGREEMENT 4. Title to the estate or interest in the land is vested in: HELENE FUNK AND PETER W. MERNER, NOMINEES FOR JOHN H.O. LAGATTA, UNDER THAT NOMINEE AGREEMENT DATED 10-10-86, A MEMORANDUM OF SAID AGREEMENT RECORDED 01-28-94 IN BOOK 840 AT PAGE 110, RICHMOND COUNTY REGISTRY. 4. The land referred to in this policy is described in the following security instrument, if any be shown: DEED OF TRUST FROM FLASK CORPORATION, TO JAMES L. SEAY, TRUSTEE FOR DUVAL FUNDING CORPORATION, DATED 02-10-84, AND RECORDED 03-15-84, AT 3:06 PM IN BOOK 665, AT PAGE 592, AND ASSIGNED TO MELLON BANK, N.A., AND N.R. SMITH DATED 02-10-84 AND RECORDED 03-15-84 AT 3:08 PM, RICHMOND COUNTY REGISTRY, NC, TO SECURE A NOTE OF $765,100.00; FIRST SUPPLEMENT TO DEED OF TRUST FROM HELENE FUNK AND PETER W MERNER, NOMINEES FOR JOHN H.O. LAGATTA TO JAMES L. SEAY, TRUSTEE FOR DUVAL FUNDING CORPORATION RECORDED 01-28-94 AT 1:35 PM IN BOOK 840 AT PAGE 128; FIRST SUPPLEMENT TO ASSIGNMENT OF DEED OF TRUST BETWEEN DUVAL FUNDING CORPORATION AND BANK OF AMERICAN NATIONAL TRUST AND SAVINGS ASSOCIATION (SUCCESSOR BY MERGER TO SECURITY PACIFIC NATIONAL BANK, AS SUCCESSOR TRUSTEE TO MELLON BANK, N.A.) AND JENNI MINARDI (AS SUCCESSOR INDIVIDUAL TRUSTEE TO WILLIAM J. JENNINGS, AS SUCCESSOR INDIVIDUAL TRUSTEE TO N.R. SMITH) AS TRUSTEES, DATED 01-06-94, AND RECORDED 01-28-94 AT 1:40 PM IN BOOK 840 AT PAGE 162, RICHMOND COUNTY REGISTRY, NORTH CAROLINA, TO SECURE A NOTE OF $1,615,100.00. and the mortgages, if any, shown in Schedule B hereof. Page 2
5. The land referred to in this Policy is in the State of County of and described as follows: SCHEDULE B EXCEPTIONS FROM COVERAGE This Policy does not insure against loss or damage (and the Company will not pay costs, attorneys fees or expenses) which arise by reason of: I. The lien of the security instrument reflected in Item 4, Schedule A, if any be shown. II. The dower, curtesy, homestead, community property, or other statutory marital rights, if any, of the spouse of any individual insured. III. 1. Taxes for the year 1994, and subsequent years, not yet due and payable. 2. Rights of tenants in possession under unrecorded lease(s). 3. Encroachment upon Combined Land Company land, by the concrete walkway appurtenant to insured premises, as shown on plat of survey by James L. Haines, RLS, dated 12-02-93. 4. Encroachment upon Rite Aid store building, by the brick wall appurtenant to insured premises, as shown on plat of survey by James L. Haines, RLS, dated 12-02-93. Page 3
5. Plat of survey by James L. Haines, RLS, dated 12-02-93, shows water, sewer and gas lines, power poles and electric and telephone service lines located on insured premises. 6. Forty foot building setback lines from Long Drive and US Highway 74, as shown on the recorded plat in Plat Book 7 at Page 45 (affects easement area only). 7. Easement for drainage purposes located over a portion of Lot 13 in Block E of MAPLEWOOD granted to G. & T Trading Company recorded in Book 634 at Page 790 of the Richmond Public Registry. (Affects easement area only) 8. Joint rights of others created in the Declaration of Restrictions and Grant of Easements executed by Combined Land Company, Inc. and Winn Dixie Charlotte, Inc., recorded in Book 652 at Page 847, and as amended and waived in those instruments recorded in Book 663 at page 880 and Book 663 at page 885. 9. Restrictions appearing of record in Book 328 at Page 518 and amended by Waiver in Book 612 at Page 335, but this policy insures that said restrictions have not been violated and that a future violation thereof will not cause a forfeiture or reversion of title. 10. Pending such time as the improvements contemplated upon insured premises shall be commenced, liability under this policy is limited to the purchase price paid for the land; but as and when the erection of such improvements shall be commenced, liability hereunder shall increase, as the improvements progress, in the amount of the cost thereof, up to the face amount of this policy. 11. Loss or damage arising from any failure to comply with the terms and conditions of lease between Flask Corporation, a Delaware Corporation, as Leasor, and Winn-Dixie Charlotte, Inc., as Lessee, dated 02-10-84, Memorandum of which is recorded 03-15-84 at 3:03 pm in Book 664 at page 492 and re-recorded 03-23-84 at 10:17 am in Book 664 at Page 651, and amended by instrument of lease between Helene Page 4
Funk and Peter W. Merner, Nominees, as Lessors to Winn-Dixie Charlotte, Inc., recorded in Book 694 at Page 368, and as modified by Assignment of Lease from Flask Corporation, a Delaware Corporation, to Duval Funding Association recorded in Book 664 at Page 499; a Supplement of this Assignment of Lease from Helene Funk and Peter W. Merner, Nominees, and Winn-Dixie Charlotte, Inc., a Florida Corporation, memorandum of which is recorded 01-28-94 at 1:32 pm in Book 840 at Page 119, and a First Supplement to Reassignment of Lease and Agreement from Duval Funding Corporation to Bank of America National Trust and Savings Association recorded 01-28-94 at 1:42 pm in Book 840 at Page 173. Page 5