GORDON SILVER GERALD M. GORDON, ESQ. Nevada Bar No ...

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Gordon Silver 

Attorneys At Law 

Ninth Floor 

3960 Howard Hughes Pkwy 

Las Vegas, Nevada 89169 

(702) 796-5555 

Case 11-23466-bam Doc 10 Entered 08/25/11 15:03:48 Page 1 of 15 

GORDON SILVER 

GERALD M. GORDON, ESQ. 

Nevada Bar No. 229 

E-mail: ggordon@gordonsilver.com 

GREGORY E. GARMAN, ESQ. 


E-mail: ggarman@gordonsilver.com 

CANDACE C. CLARK, ESQ. 


E-mail: cclark@gordonsilver.com 

3960 Howard Hughes Pkwy., 9th Floor 


Telephone (702) 796-5555 

Facsimile (702) 369-2666 

[Proposed] Attorneys for Debtor 

UNITED STATES BANKRUPTCY COURT 

FOR THE DISTRICT OF NEVADA 

In re: Case No.: 11-23466-BAM 

Chapter 11 

SPANISH TRAIL COUNTRY CLUB, INC., 

a Nevada non-profit corporation. 

Debtor. Date: OST Pending 

Time: OST Pending 

OMNIBUS DECLARATION OF FARHANG ROHANI IN SUPPORT OF DEBTOR'S 

FIRST DAY MOTIONS 

I, Farhang Rohani, hereby declare as follows: 

1. I am over the age of 18 and am mentally competent. I make this declaration in 

support of Debtor's Emergency Motion Pursuant to 11 U.S.C. 105(a) and 366 for an Order 

Determining that Adequate Assurance Has Been Provided to the Utility Companies (the "Utility 

Motion), Emergency Motion for Order Permitting Debtor to Honor Customer Deposits and 

Member Credits (the "Deposits Motion"), Emergency Motion for Order Authorizing Debtor 

Spanish Trail Other Employee 

Obligations (the "Wages Motion"), and Emergency Motion For Entry of an Interim Order 

Pursuant to Bankruptcy Rule 4001(b) and LR 4001(b): (1) Preliminarily Determining Extent of 

Cash Collateral and Authorizing Interim Use of Cash Collateral by Debtor; and (2) Scheduling a 

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Final Hearing to Determine Extent of Cash Collateral And Authorizing Use of Cash Collateral 

by Debtor (the "Cash Collateral Motion," collectively, the "First Day Motions"). 1 

2. Debtor in this Chapter 11 Case is Spanish Trail Country Club, Inc., a Nevada non- 

profit corporation (the "Debtor") incorporated on September 13, 1983, for the purpose of owning 

and operating a prestigious, private country club and golf course, which filed its petition for 

relief under Chapter 11 of the Bankruptcy Code on August 24, 2011 (the "Petition Date"). 

3. I am the General Manager and Chief Operating Officer ("GM/COO") of Debtor, 

and have served in that capacity since March 2009. As the leader of the overall management 

team for the Debtor, I am responsible for managing its day-to-day operations, including, but not 

limited to, oversight of financial analysis, budgeting, reviewing corporate tax filings, cash 

management of corporate funds, management of employee benefit plans, negotiation of all 

contracts, and insurance risk management. As the GM/COO, I supervise fifty-two employees; I 

am also responsible for the management of the following departments: membership, purchasing, 

receiving, accounting, finance, food and beverage, and golf course maintenance. 

4. Prior to my employment with Debtor, from 1998 to 2009, I served as general 

manager of the three golf courses then owned and operated by Lake Las Vegas ("Lake Las 

Vegas") located in Henderson, Nevada. Before accepting the position with Lake Las Vegas, I 

had worked with Debtor as its Clubhouse Manager from 1986 to 1998. As my experience in the 

golf course industry extends the length of my entire career of approximately twenty-five years, I 

am familiar with and have an understanding of the golf course industry in the Las Vegas Valley 

as it has developed and evolved over the course of such time. 

5. In my capacity as GM/COO, I am familiar with Debtor's daily business, 

operations, and financial affairs. Except as otherwise indicated, all of the facts set forth in this 

Declaration are based upon my personal knowledge of Debtor's operations and finances, 

information learned from my review of relevant documents, and information supplied to me by 

27 1 All capitalized, undefined terms shall have the meaning ascribed to them in the applicable Motion. 

28 

Gordon Silver 


Ninth Floor 



(702) 796-5555 


103089-001/1303254_2.doc

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(702) 796-5555 


other members of Debtor's management and Debtor's business and legal advisors. If called 

upon to testify as to the content of this Declaration, I could and would do so. 

6. Attached hereto as Exhibit "1" is a summary of projected income and expenses 

for the thirteen weeks following the Petition Date (the "Budget"), which concludes on November 

21, 2011. Each expense included within the Budget is a necessary expense to maintain, preserve, 

Debtor's operations. 

A. Debtor's Operations. 

1. The Club. 

7. Debtor owns and operates Spanish Trail Country Club (the "Club"), one of the 

oldest and most prestigious, private, not-for-profit, golf and country clubs in Las Vegas, 

Nevada. 2 Situated within the Spanish Trail Master Association (the "Master Association"), 

which is a master-planned luxury residential community located west of Rainbow Avenue and 

south of Tropicana Avenue in Las Vegas, Nevada, the Club sits on a 249.110-acre site, more 

specifically identified as APNs: 163-27-115-004, 163-28-119-001, 163-27-116-001, 163-27- 

116-003, 163-28-216-001, 163-28-522-001, 163-28-522-001, and 163-28-701-001 (the "Real 

Property"). 

8. The vast majority of the Real Property has been developed to provide a 

masterpiece 27-hole golf course (the "Golf Course") designed by the legendary golf course 

architect, Robert Trent Jones, Jr., which touts tree-lined fairways, undulating hills, fifteen lakes 

with streams and waterfalls, 120 bunkers, and sweeping mountain vistas to create a unique golf 

experience. 

9. In addition to the Golf Course, the ancillary improvements to the Real Property 

include an approximately 57,000 square-foot clubhouse (the "Clubhouse"), which includes a 

restaurant, a lounge, snack bar, banquet rooms, designated areas for players' locker rooms, and 

administrative offices. 

2 When Debtor acquired the Real Property, Debtor agreed to maintain and use the Real Property solely for operation 

of a private golf and country club. Should Debtor cease to maintain the Real Property for this purpose, the Real 

Property shall revert immediately to the grantor. 

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Ninth Floor 



(702) 796-5555 


10. Also located on the Real Property are the 5,000 square-foot cart storage ("Cart 

Storage") used for the storage and maintenance of the golf carts leased by Debtor and made 

available for use on the Golf Course, and approximately 14,000 square feet allocated for 

maintenance facilities (the "Maintenance Facilities"), which facility houses the equipment and 

supplies necessary to maintain the Golf Course. 

11. In connection with the Golf Course, the Club also provides a driving range, 

chipping green, practice bunker, and putting green (collectively, the "Practice Greens," 

collectively, with the Golf Course, Clubhouse, Cart Storage, and Maintenance Facilities, the 

"Facilities").3 

12. In addition to the foregoing assets, Debtor also has constructed on the Real 

Property a tower (the "Cell Tower"), which it leases from time to time for the purpose of 

providing mobile/wireless communications services. 

13. In 2007, Debtor completed a large scale renovation of the Clubhouse and the Golf 

Course (the "Renovation"). The Clubhouse renovation included a complete remodel of the 

interior, exterior, and kitchen. The Golf Course renovation included a new irrigation system, 

landscape upgrades, water feature, and improvement of the tees and greens on the Canyon Nine, 

which represents one of the Golf Course's three nine-hole courses. 

2. The Club Members. 

14. As a private country club and golf course, the Club extends the following 

discretionary memberships (collectively, the "Members"): (1) Full Members: Full or regular 

members are proprietary, voting members having a beneficial interest in the Club and having 

complete use of all of the Golf Course and Facilities; (2) Founder Members: Founder members 

are those individuals holding the same rights and privileges as a Full Member who purchased 

one of the initial memberships designated as Founder memberships by the Board; (3) Lifetime 

Members: Lifetime members are those individuals holding the same rights and privileges as a 

3 It should be noted that the amenities available to the Members include access to twelve tennis courts and full 

swimming pool facilities, which facilities are neither owned nor operated by the Club, but rather by the Master 

Association, which has agreed to provide the Members access to their property in exchange for a monthly fee 

payable by the Club. 

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(702) 796-5555 


Full Member who in exchange for no monthly membership dues purchased a lifetime 

membership; (4) Social Members: Social members are proprietary, voting members having a 

beneficial interest in the Club and having complete use of all of the Club's Facilities except the 

Golf Course; 4 (5) Associate Members: Associate members are non-proprietary, non-voting 

members who have a principal residence outside of Clark County, Nevada, who are permitted to 

use all of the Club's Facilities, but not permitted to participate in Club organized golf or social 

events; (6) Junior Members: Junior members are non-voting, non-transferable memberships 

available to individuals between the ages of 21 and 40 years; and (7) Honorary Members: 

Honorary members are those individuals extended the privilege of membership at the discretion 

of the Board who hold non-voting, non-proprietary, and non-transferable memberships. 

15. As of the Petition Date, the Club's member roster was comprised of 

approximately 220 Full Members; 5 Founder Members; 12 Lifetime Members; 110 Social 

Members; 35 Associate Members; 40 Junior Members; and 4 Honorary Members for a total of 

approximately 426 total Members. Initiation fees and monthly membership dues vary by voting 

and non-voting categories, and are adjusted periodically to certain annual increase restrictions. 

3. The Club Management. 

16. Debtor's business and affairs are controlled by its Board of Directors (the 

"Board"), comprised of only Club Members elected by the Club Membership s for an initial term 

of three (3) years, and serving no longer than two (2) successive terms for a total of six (6) years. 

As of the Petition Date, the Board consisted of the following individuals: Mark Hedge ("Mr. 

Hedge"), Bob King ("Mr. King"), Guyan Long ("Mr. Long"), Art Carll, Olga Lyles, Chris 

Publow, and Ben Hamilton. The members of the Board receive no compensation for their 

services. 

17. The Board has five committees: (1) the House Committee, which has the 

responsibility for management and control of the Clubhouse; (2) the Greens Committee, which 

4 Full Members each have four votes for electing the Club's Board of Directors compared to one vote for Social 

Members. 

5 The Full Members and the Social Members collectively comprise the "Club Membership." 

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Ninth Floor 



(702) 796-5555 


has the responsibility for the management and control of the Golf Course and the grounds of the 

Club; (3) the Finance Committee, which has the responsibility of oversight of the Club's 

financial affairs; (4) Golf Committee, which has the responsibility for the management and 

direction of all matters related to the play of golf, golf tournaments and golf handicaps; and the 

(5) Membership Committee, which has the responsibility for reviewing and making 

determinations as to the qualifications of all persons proposed for membership to the Club. 

18. As appointed by the Board, the Club's officers include Mr. Hedge as the President 

and Chief Executive Officer, appointed in June 2011; Mr. King as Vice President, appointed in 

June 2011; and Mr. Long as Treasurer and Secretary, appointed in June 2011. In connection 

with the services rendered by the foregoing individuals in their official capacities, none are 

entitled to receive compensation. 

B. Debtor's Secured Loan Obligation. 

19. In connection with the Renovation, a Loan Agreement ("Loan Agreement") was 

entered into between Debtor and Jackson National Life Insurance Company, a Michigan 

corporation (the "Original Lender"), 6 effective as of April 30, 2007, pursuant to which Lender 

agreed to lend Debtor the maximum amount of $15 Million (the "Loan"). A true and correct 

copy of the Loan Agreement is attached hereto as Exhibit "2." 

20. Consistent therewith, Debtor executed a Fixed Rate Promissory Note (the "Note) 

dated April 30, 2007, in favor of Lender, through which Debtor promised to pay Lender the 

principal sum of $15 Million, and interest at a fixed rate of 6.52 percent (6.52%). A true and 

correct copy of the Note is attached hereto as Exhibit "3." 

21. As security for the performance of the Debtor's obligations pertaining to the 

Loan, Debtor also executed a Collateral Assignment of Contracts, Licenses and Permits (the 

"Collateral Assignment") dated April 30, 2007, in favor of Lender, through which Debtor 

agreed to assign to Lender all of Debtor's rights, title, and interest in and to any and all contracts, 

6 Based on Debtor's information and belief, on or about August 27, 2010, the Original Lender assigned its beneficial 

interest in the Loan Agreement, and related documents to Hermitage Management, LLC. Thus, for clarity, the term 

Lender as used herein shall refer to Hermitage as successor in interest to Original Lender. 

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(702) 796-5555 


licenses, and permits (collectively, the "Contracts"), 7 then existing or thereafter entered into or 

obtained, relating to Debtor's operations at or in connection with the property 8 and the 

improvements then or thereafter constructed thereon. A true and correct copy of the Note is 

attached hereto as Exhibit "4." 

22. Additionally, Debtor executed a Pledge, Assignment and Security Agreement (the 

"Pledge Agreement") dated April 30, 2007, in favor of Lender, thereby granting, pledging, 

transferring and assigning to Lender a continuing security interest in and right of set-off against 

the following, whether then existing or thereafter acquired or arising: all of Debtor's right, title 

and interest in, to and under (i) all accounts and revenues of Debtor; (ii) all business assets of 

Debtor; and (iii) all books and records of Debtor (collectively, the "Pledged Collateral"). A true 

and correct copy of the Note is attached hereto as Exhibit "5." 

23. Further, Debtor executed the First Lien Deed of Trust, Security Agreement and 

Financing Statement dated April 30, 2007 (the "Deed of Trust") in favor of Lender, which 

encumbers, among other property, Debtor's real and personal property (collectively, 

"Encumbered Property," collectively, with the Contracts and the Pledged Collateral, the 

"Collateral") as described in Exhibits A and B to the Deed of Trust. A true and correct copy of 

the Deed of Trust is attached hereto as Exhibit "6." 

24. On the Petition Date, the outstanding obligation on the Note was approximately 

$13,471,948 (the "Secured Debt"). 

C. The Events Necessitating the Bankruptcy Filing. 

25. When planning for the Renovation, Debtor's projections were premised upon a 

strong economic climate. In connection with the general decline of the Las Vegas economy as a 

result of the global recession, the golf course industry in Las Vegas suffered from reduced play 

and dramatic membership attrition. 9 Specifically, since 2008, to account for reduced play at 

7 The Collateral Assignment identifies Contracts to include, but does not limit them to, those matters designated on 

Exhibit B to the Collateral Assignment. 

8 The property identified in the Collateral Assignment is that which is described on Exhibit A to the Collateral 

Assignment. 

9 During my tenure with Lake Las Vegas from 1998 to 2009, as set forth above, I managed the golf courses at the 

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(702) 796-5555 


public courses and membership attrition at private courses, revenue among Las Vegas' 

approximately forty-five golf courses is estimated to be down twenty-five to thirty percent. 

26. Debtor similarly has experienced a decline in revenues over the last three years 

due to the significant loss of its Members. Since the commencement of my employment, Debtor 

has instituted appropriate cost cuts while ensuring that the outstanding integrity of the Golf 

Course is maintained. 

27. Notwithstanding Debtor's efforts to improve cash flow and reduce expenses, 

which included two increases in membership dues since Renovation, thereby making the Club's 

membership dues one of the highest in the Las Vegas area, in or about July 2010, Debtor became 

incapable of fully servicing its monthly payment obligations under the Note. Prior to such time, 

however, Debtor remained current on its monthly payment obligations and reduced its principal 

debt obligation by $1.4 Million. 

28. As such, in or about July 2010, Debtor commenced negotiations with the Lender 

seeking a modification of the terms of the Loan. Despite such efforts, in or about December 

2010, Lender sent Debtor a Default Notice Letter (the "Default Notice Letter"), a true and 

correct copy of which is attached hereto as Exhibit "7," advising Debtor that events of default 

("Events of Default") had occurred. 

29. On or about May 12, 2011, Lender recorded with the Clark County Recorder its 

Notice of Breach and Election to Sell Under Deed of Trust ("Notice of Breach and Election to 

Sell"). A true and correct copy of the Notice of Breach and Election to Sell is attached hereto as 

Exhibit "8." 

30. Subsequent to the recordation of the Notice of Breach and Election to Sell, on or 

about August 16, 2011, Lender recorded its Notice of Trustee's Sale ("Notice of Sale"), which 

thereby advised that the date of September 7, 2011, had been established for the trustee sale 

pursuant to the Deed of Trust (the "Sale"). A true and correct copy of the Notice of Sell is 

attached hereto as Exhibit "9." 

(continued) 

commencement and throughout the course of the Lake Las Vegas bankruptcy. 

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(702) 796-5555 


31. During that same week, however, Lender also filed an application for the 

appointment of a receiver with the Eighth Judicial District Court of Clark County, Nevada (the 

"District Court"), which seeks the appointment of a receiver and further requests such 

application to be heard on shortened time. On August 15, 2011, the District Court entered its 

order shortening time to hear such application, thereby setting the hearing (the "Hearing") for 

August 24, 2011.1° 

D. Debtor's Current Financial Condition. 

32. Debtor derives its revenue from the following sources: (1) monthly membership 

dues ("Membership Dues"), which are those fees collected from all Members, except Founder, 

Lifetime, and Honorary Members, on a monthly basis for the continued use of the Club's 

amenities, in particular the Golf Course;" (2) greens fees from Club guests, cart fees for the use 

of the golf carts, and retail sales (collectively, the "Golf Shop Revenue"); (3) food and beverage 

sales ("Food & Beverage Revenue"), which are those revenues derived from the dining facilities 

at the Clubhouse, as well as events and catering services; and (4) rent revenue from the lease of 

the Cell Tower ("Rents," collectively with the foregoing, the "Revenue Sources"). 

33. Debtor's operations are currently cash flow positive prior to debt service, and 

Debtor presently has approximately $124,180.48 either in cash on hand or in its bank accounts as 

of the Petition Date. 

34. For the period of January through July 2011, Debtor's income exceeded its 

operating expenses by $355,668. Further from the Petition Date through the end of the fiscal 

year ending December 31, 2011, Debtor anticipates that its revenue will exceed its operating 

expenses by approximately $176,483. 

E. The Utility Motion. 

35. In the ordinary course of its business, Debtor incurs utility expenses for 

telecommunications, electricity, sewer, water, waste management, internet, cable, and gas. 

I ° On August 23, 2011, Debtor received notice that the District Court had continued the hearing to August 31, 2011. 

11 The amount of Membership Dues, as established by the Board, varies in accordance with the each Member's 

utilization of the Facilities. To illustrate, the amount of Membership Dues for Social Members reflects the nonutilization 

of the Golf Course. 

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(702) 796-5555 


These utility services are provided by the Utility Providers including, but not limited to those 

listed on Exhibit "2" that is attached to the Utilities Motion (the "Utility Service List").12 

36. On average, Debtor spends approximately $96,390 each month on utility 

costs. 13 Due to the nature of Debtor's operations, however, Debtor's reliance on water for the 

purpose of maintaining the Golf Course, and electricity for the Clubhouse, cause wide 

fluctuations in the monthly utility costs as the costs incurred for water during the summer months 

exceed those incurred during the winter months by a minimum of $100,000. The following table 

provides a detailed illustration of the costs incurred for water and electricity for the period of 

August 2010 through July 2011. 

l' k BIT I. Paymen ts for NN ater and Electricity 

Monthrik:.u.■,',. ,1 I t: r 

Aug- 10 $ 140,168.06 $ 

Sep-10 $ 117,828.17 $ 

kun.,,u,.t 2010 through July 2011 

Pov,cr \lorithl I otal 

36,283.65 $ 176,451.71 

34,577.26 $ 152,405.43 

Oct-10 $ 47,349.40 $ 28,326.46 $ 75,675.86 

Nov-10 $ 33,544.23 $ 23,333.02 $ 56,877.25 

Dec-10 $ 13,731.11 $ 20,046.31 $ 33,777.42 

Jan-11 $ 17,803.25 $ 18,611.67 $ 36,414.92 

Feb-11 $ 21,896.19 $ 16,768.59 $ 38,664.78 

Mar-11 $ 48,417.49 $ 17,354.58 $ 65,772.07 

Apr-11 $ 86,765.69 $ 18,660.88 $ 105,426.57 

May-11 $ 98,634.45 $ 20,707.80 $ 119,342.25 

Jun-11 $ 128,343.58 $ 24,176.46 $ 152,520.04 

Jul-11 $ 121,365.23 $ 31,729.36 $ 153,094.59 

Monthly Average $ 72,987.24 $ 24,214.67 

37. Historically, Debtor has consistently made timely payments to its Utility 

Providers. As of the Petition Date, however, Debtor holds outstanding obligations for water and 

electricity for the amounts due and owing in August 2011. 

12 Although Debtor believes that the Utility Service List includes all of its Utility Providers, Debtor reserves the 

right, without the need for further order of the Court, to supplement the Utility Service List if any Utility Provider 

has been omitted. Additionally, the listing of an entity on the Utility Service List is not an admission that such entity 

is a utility within the meaning of Section 366, and Debtor reserves the right to contest any such characterization in 

the future. To the extent any of the Utility Providers identified on the Utility Service List provide services to a nondebtor 

entity, Debtor does not anticipate that the procedures set forth in this Motion would be applicable. 

13 To calculate the approximate monthly expenditure for utility costs, Debtor determined the average costs based on 

actual costs over twelve-month period. 

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38. Preserving utility services on an uninterrupted basis is essential to Debtor's 

ongoing operations and, therefore, to the success of its reorganization. Any interruption of utility 

services, even for a brief period of time, would disrupt Debtor's ability to continue servicing its 

Members, thereby negatively affecting Member relationships, revenues, and profits. Such a 

result could jeopardize Debtor's reorganization efforts and, ultimately, Debtor's value and 

creditor recoveries. It is therefore critical that utility services continue uninterrupted during this 

Chapter 11 Case. 

39. Debtor intends to pay the postpetition obligations owed to the Utility Providers in 

a timely manner. Debtor expects that it will have ample liquidity, based upon cash on hand and 

cash flow from operations, to pay its postpetition obligations to Utility Providers. 

40. To provide additional assurance of payment for future services to the Utility 

Providers, Debtor proposes to deposit $125,000, a sum that far exceeds Debtor's average 

monthly estimated cost of its average monthly utility consumption, or alternatively, exceeds the 

combined total for water and power for eight months out of the year (the "Proposed Adequate 

Assurance") into a separate, interest-bearing account (the "Utility Deposit Account"). The 

Utility Deposit Account will provide still further assurance of future payment, over and above 

Debtor's ability to pay for future utility services in the ordinary course of business based upon 

their existing cash on hand and cash flow from operations. 

F. The Deposits Motion. 

41. A significant source of revenue derived from Clubhouse operations relates to 

Debtor's Food and Beverage Revenue, which includes events and catering services that Debtor 

makes available for the benefit of its Members, as well as the public at-large. 

42. In connection with such Events Services, in advance of scheduled events as a 

means to secure the obligations in exchange for reserving a particular date and time and making 

advance preparations, Debtor typically collects security deposits (the "Security Deposits"), 

which amounts are applied to the total financial obligations incurred at the time of the events. 

43. As of the Petition Date, Debtor had collected Security Deposits for its Events 

Services of approximately $950. 

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44. Additionally, Debtor runs various promotions for its Members, which, for 

example, provide a member the option to prepay membership dues ("Prepaid Dues" and together 

with the Security Deposits, the "Deposits") in exchange for Green Fees for their guests. 

45. As of the Petition Date, Debtor estimates that it currently holds Prepaid Dues of 

approximately $130,589.38. 

46. Maintaining the satisfaction and goodwill of the Members and the public at-large 

that have engaged Debtor and placed Security Deposits in anticipation of hosting their events at 

the Clubhouse is imperative to the success of any reorganization by Debtor. Furthermore, 

Debtor must honor the Prepaid Dues of those Members who have paid their dues in advance, as 

the failure to do so would likely trigger a detrimental effect on the morale of the collective body 

of Members. As such, if Debtor is unable to honor the Deposits, its operations will be severely 

affected. 

G. The Wages Motion. 

47. As of the Petition Date, Debtor employed approximately fifty-three full and part- 

time employees ("Employees") in the ordinary course of its business. Continued service by the 

Employees is vital to Debtor's ongoing operations. 

48. As of the Petition Date, the Employees were owed or had accrued in their favor, 

various sums from Debtor for wages and salaries incurred in the ordinary course of Debtor's 

business, including any prepetition compensation (collectively, the "Wage Obligations"). The 

total estimated amount of Wage Obligations that will have accrued, but remain unpaid, as of the 

Petition Date, is approximately $9,010.00. Debtor pays its Employees on a bi-weekly payroll 

cycle with the last pay period ending August 21, 2011. 

49. In addition, on behalf of certain of the Employees, Debtor collects various 

amounts related to gratuities for services rendered (the "Gratuities") by such Employees. The 

total estimated amount of Gratuities that Debtor will have collected, but remain undistributed, as 

of the Petition Date, is approximately $9,418.91. 

50. Debtor is required by law to withhold from its Employees' wages amounts related 

to federal, state, and local income taxes, as well as social security and Medicare taxes and to 

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(702) 796-5555 


remit the same to the appropriate taxing authorities. To the extent Debtor has deducted funds 

from the Employees' paychecks sufficient to pay prepetition taxes, withholding taxes and FICA 

contributions attributable to Wage Obligations and Gratuities, which are due but have not been 

paid yet to any governmental entity, Debtor seeks authorization to continue to deduct these funds 

and pay them to such governmental entities in the ordinary course of business. 

51. In addition, Debtor is required to make matching payments from its own funds on 

account of social security and Medicare taxes, and to pay, based on a percentage of gross payroll 

(and subject to state-imposed limits), additional amounts to the taxing authorities for, among 

other things, state and federal unemployment insurance. Debtor seeks authorization to continue 

to pay these funds in the ordinary course of business. 

52. In addition, in the ordinary course of its business, the Club has accrued amounts 

for contributions to 401(k) retirement plans, health and benefit programs, and voluntary 

insurance plans pertaining to services rendered by the Employees prior to the Petition Date 

(collectively, the "Employee Benefit Plans"). These benefits include health plans (i.e. medical, 

dental, vision, and life insurance), flexible spending accounts for healthcare and dependent care, 

various welfare plans (i.e. life insurance, disability insurances, accidental death and 

dismemberment insurance, long-term care, and critical illness insurance), and other employee 

assistance programs. These employee benefit contributions (the "Employee Benefit 

Contributions") are an integral part of the compensation to which the Employees are entitled. 

The amount of Employee Benefit Contributions which will have accrued, but will remain unpaid, 

prior to the Petition Date are estimated to be $2,907.33. 

53. If Debtor is unable to take the necessary steps to ensure that wages and taxes are 

paid for the pay period commencing immediately prior to the Petition Date and concluding post- 

petition, there is a significant risk that large numbers of essential Employees will resign and that 

those Employees that remain will be discontented and demoralized. If the relief requested herein 

is not granted, the success of Debtor's reorganization will be placed in substantial jeopardy. 

Thus, the relief request in this Motion is in the best interests of the Debtor, the Estate and 

creditors. 

103089-001/13032542.doc 

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Gordon Silver 


Ninth Floor 



(702) 796-5555 

H. The Cash Collateral Motion. 

54. On the Petition Date, Debtor had cash and cash equivalents located on the 

Property as of the Petition Date (the "Cash on Hand") and cash in its bank account as of the 

Petition Date (the "Deposit Accounts") in the approximate aggregate sum of $124,180.48. As of 

the Petition Date, none of the Cash on Hand was under the control of the Lender (the 

"Unencumbered Cash"). 

55. In addition, commencing on the Petition Date and each day thereafter, as set forth 

in the Budget, Debtor will generate post-petition Membership Dues, Golf Shop Revenue, Food & 

Beverage Revenue, and Rents (the "Post-Petition Cash"). 

56. Debtor cannot meet its ongoing post-petition obligations unless it has the 

immediate ability to use its Unencumbered Cash and the Post-Petition Cash. In the absence of 

such use, immediate and irreparable harm will result to Debtor, its estate, and its creditors, and 

will render an effective and orderly reorganization of Debtor's business impossible. 

57. An integral aspect of maintaining Debtor's business operations is Debtor's ability 

to use its Unencumbered Cash and its Post-Petition Cash to maintain a sufficient level of 

working capital in order to pay ordinary course obligations such as those to its vendors, utilities, 

taxing authorities, insurance, and to pay for necessary ordinary course property maintenance, 

especially the continued maintenance of the 27-hole Golf Course, the Club's most valuable asset, 

which, due to its fragility and perishability, requires extraordinary efforts by skilled technicians 

on a daily basis for its preservation. 

58. As set forth in the Budget, Debtor has sufficient cash to meet its operating 

expenses, including the resources to meet the demands of the Golf Course. As such, Debtor 

asserts that the continued management of the Club, and the Golf Course, in particular, protects 

Lender's interests, and serves to mitigate the risk of diminution in value that could result in a few 

days' time if the Golf Course were to be left unattended. 

/ / / 

/ / / 

28 /// 


103089-001/13032542.doc 

14

Gordon Silver 


Ninth Flo-or 



(702) 796-5555 


I declare under penalty of perjury of the laws of the United States that these facts are true 

to the best of my knowledge and belief, 

DATED this 25th day of August, 2011. 

103089-001/1303254 2.doc 

15 

FARHANG ROHANI

Case 11-23466-bam Doc 10-1 Entered 08/25/11 15:03:48 Page 1 of 50 

EXHIBIT 

1 

EXHIBIT 

1

Spanish Trail Country Club 

2011 

Projected 13 Week Budget Summary 

8/24/2011 8/31/2011 9/6/2011 9/13/2011 9/20/2011 9/27/2011 10/4/2011 10/11/2011 10/18/2011 10/25/2011 11/1/2011 11/8/2011 11/15/2011 13 week 

Week 1 I Week 2 Week 3 Week 4 Week 5 Week 6 Week 7 Week 8 Week 9 Week 10 Week 11 Week 12 Week 13 TOTAL 

Revenue: 

Membership Dues $ 75,000 ' $ 75,000 $ 73,000 $ 73,000 $ 73,000 $ 73,000 $ 71,000 $ 71,000 $ 71,000 $ 71,000 $ 71,000 $ 71,000 $ 71,000 $ 939,000 

Golf Shop $ 32,500 $ 35,000 $ 40,000 $ 47,000 $ 40,000 $ 52,000 $ 45,000 $ 47,500 $ 47,500 $ 53,500 $ 45,000 $ 40,000 $ 42,250 $ 567,250 

Food & Beverage 

Miscellaneous 


$ 20,527 $ 26,439 $ 15,665 $ 17,739 $ 19,151 $ 21,639 $ 29,599 $ 31,069 $ 27,269 $ 28,909 $ 34,946 $ 29,946 $ 32,846 $ 393,252 

$ - $ 4,000 $ - $ - $ 4,130 $ - $ - $ 4,000 $ 500 $ - $ $ 14,280 

$ 

Total Revenue $ 128,027 $ 140,439 $ 129,205 $ 137,739 $ 132,151 $ 150,769 $ 146,099 $ 149,569 $ 145,769 $ 157,409 $ 151,446 $ 140,946 $ 146,096 $ 1,855,664 

$ 

Expenses: $ 

Golf Course $ 116,042 $ 116,042 $ 116,042 $ 116,042 $ 116,042 $ 696,252 

Golf Shop $ 15,020 $ 15,020 $ 25,579 $ 8,324 $ 25,579 $ 8,324 $ 27,815 $ 9,985 $ 27,815 $ 9,985 $ 26,467 $ 8,627 $ 26,467 $ 260,012 

Food & Beverage $ 12,412 $ 13,694 $ 47,478 $ 13,694 $ 47,478 $ 13,694 $ 66,194 $ 20,884 $ 66,194 $ 20,884 $ 61,151 $ 17,491 $ 61,151 $ 483,283 

Clubhouse $ 3,750 $ 3,750 $ 17,728 $ 3,750 $ 17,728 $ 3,750 $ 17,728 $ 3,750 $ 17,728 $ 3,750 $ 17,728 $ 3,750 $ 17,728 $ 132,618 

G&A $ 51,100 $ 15,520 $ 11,700 $ 50,200 $ 11,700 $ - $ 11,700 $ 50,200 $ 11,700 $ 11,700 $ 225,520 

Proposed Utility Deposit $125,000 $ 125,000 

$ - 

Total Expenses $ 31,182 $ 83,564 $ 231,305 $ 141,810 $ 102,485 $ 192,010 $ 123,437 $ 150,661 $ 123,437 $ 200,861 $ 117,046 $ 145,910 $ 117,046 $ 1,922,685 

$ - 

$ 

$ - 

Net Operating Income $ 96,845 $ 56,875 $ (102,100) $ (4,071) $ 29,666 $ (41,241) $ 22,662 $ (1,092) $ 22,332 $ (43,452) $ 34,400 $ (4,964) $ 29,050 $ 94,910 

$ - 

$ - 

Income Prior $ - 

to Debt/Capital Purchases, $ 96,845 $ 56,875 $ (102,100) $ (4,071) $ 29,666 $ (41,241) $ 22,662 $ (1,092) $ 22,332 $ (43,452) $ 34,400 $ (4,964) $ 29,050 $ 94,910 

$ - 

Less Debt: $ - 

Leases-Copiers $ 2,775 $ 2,775 $ 2,775 $ 2,775 $ 2,775 $ 2,775 $ 2,775 $ 2,775 $ 2,775 $ 2,775 $ 2,775 $ 2,775 $ 2,775 $ 36,075 

Capital Purchases $ - 

$ - 

Net $ 94,070 $ 54,100 $ 104,875 $ 6,846 $ 26,891 $ 44,016 $ 19,887 $ 3,867 $ 19,557 $ 46,227 $ 31,625 $ 7,739 $ 26,275 $ 58,835


EXHIBIT 

2 

EXHIBIT 

2


LOAN AGREEMENT 

by and between 

JACKSON NATIONAL LIFE INSURANCE COMPANY, as Lender 

Date: As of April 2L0 , 2007 

and 

Spanish Trail Country Club, Inc., as Borrower 

PROPERTY: 

SPANISH TRAIL GOLF AND COUNTRY CLUB 

LAS VEGAS, NEVADA 

PPM Loan No. 06-06401 

Page 1 of 52


LOAN AGREEMENT 

This Loan Agreement is dated April30 2007, by and SPANISH TRAIL COUNTRY 

CLUB, INC., a Nevada non-profit corporation ("Borrower"), and JACKSON NATIONAL 

LIFE INSURANCE COMPANY, a Michigan corporation ("Lender"). 

RECITALS 

A. Borrower is a Nevada not-for-profit membership organization which has its 

principal place of business at 5050 Spanish Trail Lane, Las Vegas, Nevada 89113. Its current 

membership list (as of March 2007) is set forth on Schedule "A" hereto. 

B. Borrower is the owner of certain real estate located in the City of Las Vegas, 

County of Clark, State of Nevada, consisting of approximately 240 acres, and legally described in 

Exhibit "A" hereto (the "Land"), which is improved with the Improvements (the 

"Improvements") described on Exhibit "A-1" hereto. 

C. Borrower has applied to Lender for a loan (the "Loan") in the maximum amount 

of Fifteen Million ($15,000,000.00) Dollars and Lender has agreed to make the Loan on the 

terms and conditions contained herein. 

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein 

contained, the parties hereto agree as follows: 

1. DEFINED TERMS. The following terms as used herein shall have the following 

meanings: 

Agreement: This Loan Agreement, as originally executed or as may be hereafter 

supplemented or amended from time to time in writing. 

Application/Commitment: Collectively, the "Application" to PPM Finance, Inc. 

for the Loan dated February 1, 2007, and the acceptance thereof as a commitment dated 

March 2, 2007. 

Appraisal: An appraisal prepared by a member of a national appraisal 

organization that has adopted the Uniform Standards of Professional Appraisal Practice 

(USPAP) established by the Appraisal Standards Board of the Appraisal Foundation. The 

appraiser shall use assumptions and limiting conditions established by Lender, and the 

appraisal shall be in conformity with Lender's appraisal guidelines and the requirements 

of the Application/Commitment. 

Borrower: The meaning set forth in the introductory paragraph of this Agreement. 

Building Laws: All federal, state and local laws, statutes, regulations, codes, 

ordinances, orders, rules and requirements applicable to the development, construction, 

Page 2 of 52


use, operation, management and maintenance of the Project, including without limitation, 

all access, building, zoning, planning, subdivision, fire, traffic, safety, health, labor, 

discrimination, environmental, air quality, wetlands, shoreline, flood plain laws, 

regulations and ordinances, including, without limitation, all applicable requirements of 

the Fair Housing Act of 1988, as amended, the Americans with Disabilities Act of 1990, 

as amended, and all orders or decrees of any court adopted or enacted with respect thereto 

applicable to the Project, as any of the same may from time to time be amended, modified 

or supplemented. 

Deed of Trust: The Deed of Trust, described in section 2.2 of this Agreement, as 

originally executed or as may be hereafter supplemented or amended from time to time in 

writing. 

Default: Any event, which, if it were to continue uncured, would, with notice or 

lapse of time or both, constitute an Event of Default (as such term is defined in 

Section 7.1 of this Agreement). 

Default Rate: The default interest rate specified in the Note. 

Environmental Indemnity Agreement: The Environmental Indemnity Agreement 

described in Section 2.2 of this Agreement, executed by Borrower, as originally executed 

or as may be hereafter supplemented or amended from time to time in writing. 

Executive Order and Patriot Act: Executive Order No. 13224 on Terrorist 

Financing, effective September 24, 2001 (the "Executive Order") and Public Law 107-56, 

known as the Uniting and Strengthening America by Providing Appropriate Tools 

Required to Intercept and Obstruct Terrorism Act of 2001 (the "Patriot Act"). 

ERISA: Employee Retirement Income Security Act of 1974, as amended, and the 

regulations promulgated thereunder from time to time. 

Governmental Approvals: The meaning set forth in Section 4.11 of this 

Agreement. 

Governmental Authority: Any federal, state, county or municipal government, or 

political subdivision thereof, any governmental or quasi-governmental agency, authority, 

board, bureau, commission, department, instrumentality, or public body, or any court, 

administrative tribunal, or public utility. 

Improvements: The meaning set forth in Recital B of this Agreement. 

Indemnification Agreement: The indemnification agreement described in 

Section 2.2 of this Agreement, executed by Indemnitor, as originally executed or as may 

be hereafter supplemented or amended from time to time in writing. 

Page 3 of 52


Include or including: Including but not limited to. 

Internal Revenue Code: The Internal Revenue Code of 1986, as amended, and the 

regulations promulgated thereunder from time to time. 

Knowledge: When used to modify a representation or warranty, actual knowledge 

or such knowledge as a reasonable person under the circumstances should have after 

diligent inquiry and investigation. 

Land: The land legally described in Exhibit A hereto. 

Laws: Collectively, all federal, state and local laws, statutes, codes, ordinances, 

orders, rules and regulations, including judicial opinions or precedential authority in the 

applicable jurisdiction, as any of the same may from time to time be amended, modified 

or supplemented. 

Lender: The Mortgagee and PPM Finance, Inc., on behalf of and acting as the 

investment advisor and authorized representative for the Mortgagee. 

Loan: The meaning set forth in Recital C of this Agreement. 

Loan Documents: This Agreement, the Environmental Indemnity, the 

Indemnification Agreement, the Deed of Trust, the Note, the other documents and 

instruments listed in Section 2.2 of this Agreement, and all other documents and 

instruments given to Lender from time to time in connection with or to secure the Loan, 

as originally executed or as any of the same may be hereafter supplemented or amended 

from time to time, in writing. 

Loan Maturity: Maturity Date (as defined in the Note). 

Loan Opening Date: The date of the initial disbursement of the Loan. 

Members: All members of Borrower in accordance with the provisions of Nevada 

law applicable to non-profit cooperative corporations. 

Mortgage: The mortgage, deed of trust, security deed, and deed to secure debt or 

similar instrument described in Section 2.2 of this Agreement, as originally executed or as 

may be hereafter supplemented or amended from time to time in writing. 

Mortgage Correspondent: As of the closing Date of the Loan, the Mortgage 

Correspondent is Bonneville Realty Capital and their address is: 777 N. Rainbow 

Boulevard, Suite 325, Las Vegas, Nevada 89107. Lender retains the right to change the 

Mortgage Correspondent at any time during the term of the Loan. Borrower hereby 

acknowledges that Lender may utilize Mortgage Correspondent or other outside third 

parties selected by Lender in any aspects of the Loan, including but not limited to, the 

Page 4 of 52


servicing, administration and monitoring of the Loan. For purposes of this Loan 

Agreement, where it is referenced that information will be provided to "Mortgage 

Correspondent and Lender", unless designated otherwise by Lender, the information shall 

be provided to Mortgage Correspondent, who will provide the same to Lender. Lender 

may, at any time, request that the information be provided to both Mortgage 

Correspondent and Lender or to another third party in place of Mortgage Correspondent. 

Mortgagee: Jackson National Life Insurance Company, an affiliate of PPM 

Finance, Inc. 

Note: The mortgage note described in Section 2.2 of this Agreement, as originally 

executed or as may be hereafter supplemented or amended from time to time in writing. 

Permitted Exceptions: Those matters to which the interest of Borrower in the 

Real Property may be subject and approved by Lender. 

PPM Finance, Inc.: The investment advisor and authorized representative and 

affiliate of Mortgagee. 

Project: The Land together with the Improvements and any and all other 

buildings, structures and improvements located or to be located thereon and all rights, 

privileges, easements, hereditaments and appurtenances, thereunto relating or 

appertaining, including parking for at least 220 vehicles, which includes 6 handicap 

spaces, but in any event parking in compliance with any applicable zoning ordinances and 

agreements to which Borrower is a party, and all personal property, fixtures and 

equipment required or used (or to be used) for the operation thereof. 

Real Property: That portion of the Project constituting real property. 

Title Insurer: Lawyers Title Insurance Corporation or such other title insurance 

company licensed in the State of Nevada, as may be approved by Lender in connection with the 

Loan. 

Defined terms may be used in the singular or the plural. When used in the singular preceded by 

"a", "an", or "any", such term shall be taken to indicate one or more members of the relevant 

class. When used in the plural, such term shall be taken to indicate all members of the relevant 

class. 

2. TERMS OF LOAN AND DOCUMENTS. 

2.1 Agreement to Borrow and Lend. Subject to all of the terms, provisions and 

conditions set forth in this Agreement, Lender agrees to make and Borrower agrees to accept the 

Loan. Borrower agrees to pay all indebtedness evidenced and secured by the Loan Documents in 

accordance with the terms thereof. 

Page 5 of 52


2.2 Loan Documents. In consideration of Lender's entry into this Agreement and 

Lender's agreement to make the Loan, Borrower agrees that it will, in sufficient time for review 

by Lender and its counsel prior to the Loan Opening Date, execute and deliver or cause to be 

executed and delivered to Lender the following documents and instruments in form and 

substance acceptable to Lender: 

(a) A promissory note from Borrower payable to the order of Lender in the 

original principal amount of Fifteen Million ($15,000,000.00) Dollars; 

(b) A first deed of trust on Borrower's fee simple estate in the Project securing 

the Note, subject only to the Permitted Exceptions; 

(c) An assignment to Lender of all rents, income, issues and profits of, and all 

leases, licenses, concessions and other similar agreements relating to or connected with 

the Project which shall be a present first priority absolute assignment of all present and 

future leases of all or any part of the Project, all guarantees thereof and all rents and other 

sums payable thereunder; 

(d) A security agreement granting Lender a security interest in all personal 

property, tangible and intangible, owned or hereafter acquired by Borrower and relating to 

operation or maintenance of the Project, including bank accounts, accounts receivable, all 

escrow, impound or reserve accounts required in the Loan Documents, and other 

intangible property, which agreement may be combined with the Mortgage; 

(e) Uniform Commercial Code financing statements as required by, and in 

accordance with, the Uniform Commercial Code as adopted by the State of Nevada; 

(f) An indemnity agreement with respect to certain matters including 

environmental covenants (the "Environmental Indemnity"); 

(g) A guaranty of completion of the "New Improvements" as described on 

Exhibit "B" hereto; 

(h) A borrower's affidavit containing certain warranties and representations by 

Borrower (the "Borrower's Certificate") 

(i) A certificate regarding personal property containing certain warranties and 

representations by Borrower regarding the personal property included in the Project; 

(j) Any other documents required by the Application/Commitment; and 

(k) Such other matters and documents as may be required by this Agreement 

or as Lender may reasonably require. 

Page 6 of 52


2.3 Terms of the Loan. The Loan will bear interest for the period and at the rate or 

rates set forth in the Note, and be payable in accordance with the terms of the Note. The 

outstanding principal balance, all accrued and unpaid interest and all other sums due and payable 

under the Note or other Loan Documents, if not sooner paid, shall be paid in full at Loan 

Maturity. 

2.4 Prepayments. Borrower shall have no right to make prepayments of the Loan in 

whole except in accordance with the terms of the Note. 

2.5 Conditions to Disbursement. Borrower agrees to perform and satisfy all 

conditions precedent to the disbursement of the Loan set forth in the Application/Commitment, 

including those set forth in Sections 2.4 (Third Party Reports) and 3 (The Closing) thereof. 

2.6 Sources and Uses. Borrower shall use the proceeds of the Loan solely for the 

purposes set forth in Exhibit C hereto and incorporated herein. This sources and uses statement 

must be in substantial accordance with the sources and uses statement attached to the 

Application/Commitment. 

2.7 Staged Funding. The Loan shall be advanced by Lender in accordance with 

Exhibit D hereto, provided that Borrower is in compliance with all provisions hereof and no 

Event of Default exists. As soon as available, Borrower shall provide Lender with final 

construction budgets for all components of the New Improvements, together with copies of all 

contracts executed in connection therewith. The budgets shall be in material conformance with 

the estimates included in Exhibit "C" hereto. 

3. BORROWER'S COVENANTS. Borrower further covenants and agrees with Lender as 

follows: 

3.1 Deposits. (a) Borrower shall deposit monthly with Lender or Mortgage 

Correspondent a sum equal to one-twelfth (1/12th) of the amount estimated by Lender or 

Mortgage Correspondent to be required to pay, at least thirty (30) days prior to their respective 

due dates, property taxes, assessments, and insurance premiums for the Project (the "Special 

Account"). Lender shall not pay interest on or segregate the Special Account unless required to 

do so under applicable law. If Lender is required to segregate the Special Account, Borrower 

shall (1) execute such documents as Lender, in its sole discretion, deems necessary to perfect its 

security interest in the Special Account and (2) pay the costs of setting-up and maintaining the 

Special Account. At Closing, Lender will determine the amount of the initial deposit that must be 

made by the Borrower to the Special Account at Closing; and 

(b) The Special Account is hereby pledged as additional security for the Loan and 

shall be held to be irrevocably applied for the purposes for which made hereunder and shall not 

be subject to the direction or control of Borrower; provided, however, that Mortgage 

Correspondent shall apply to the payment of taxes, assessments or insurance premiums any 

amount so deposited unless (i) there shall exist a Default or Event of Default hereunder or under 

any of the Loan Documents, (ii) there are not sufficient funds in the Special Account to pay the 

Page 7 of 52


particular taxes, assessments or insurance premiums and (iii) following payment of such taxes, 

assessments or insurance premiums, the Special Account will not be "in balance" in the 

reasonable opinion of Lender. In any such events, Borrower shall (aa) either deposit the required 

additional funds with the Mortgage Correspondent or Lender or (bb) make all required payments. 

3.2 Payment of Taxes. Borrower shall pay all real estate taxes, assessments and 

charges of every kind upon the Project before the same become delinquent; provided, however, 

that Borrower shall have the right to pay any such tax, assessment or charge under protest or to 

otherwise contest any such tax, assessment or charge but only if (i) such contest has the effect of 

preventing the collection of such tax, assessment or charge so contested and also preventing the 

sale or forfeiture of the Project or any part thereof or any interest therein, (ii) Borrower has 

notified Lender in writing in advance of its intent to contest such tax, assessment or charge, and 

(iii) Borrower has deposited security in form and amount satisfactory to Lender, in its sole 

judgment, and increases the amount of such security so deposited promptly after Lender's request 

therefor. If Borrower shall fail to commence such contest or, having commenced such contest, 

and having deposited such security required by Lender for its full amount, shall thereafter fail to 

prosecute such contest in good faith or with due diligence, or, upon adverse conclusion of any 

such contest, shall fail to pay the tax, assessment or charge so contested, Lender may at its 

election (but shall not be required to), pay and discharge any such tax, assessment or charge, and 

any interest or penalty thereon, and any amounts so expended by Lender shall be deemed to 

constitute disbursements of the Loan proceeds hereunder (even if the total amount of 

disbursements would exceed the face amount of the Note), and shall bear interest from the date 

expended at the Default Rate and be payable with such interest upon demand. Lender in making 

any payment hereby authorized relating to any tax, assessment or charge, may do so according to 

any bill, statement or estimate procured from the appropriate public office without inquiry into 

the accuracy of such bill, statement or estimate or into the validity of any tax, assessment, charge, 

sale, forfeiture, tax lien or title or claim thereof. 

3.3 Maintenance of Insurance. 

(a) Insurance Coverage Requirements: Borrower shall maintain insurance 

coverage as contained on Exhibit D to the Application/Commitment and as attached hereto and 

made a part hereof as Exhibit E. 

(b) No Other Insurance. Borrower shall not take out separate insurance 

concurrent in form or contributing in the event of loss with that required to be maintained 

hereunder unless Lender is included thereon under a standard, non-contributory Lender clause 

acceptable to Lender. Borrower shall immediately notify Lender whenever any such separate 

insurance is taken out and shall promptly deliver to Lender the original policy or policies of such 

insurance. 

(c) Lender's Right to Obtain Insurance: Notwithstanding this Section 3.3, in 

the Event of a Default under this Agreement or a Default under any of the other Loan 

Documents, Lender or Mortgage Correspondent shall have the right (but not the obligation) to 

place and maintain insurance required to be placed and maintained by Borrower hereunder, and 

use funds on deposit in the Special Account for the payment of insurance to pay for same. Any 

Page 8 of 52


additional amounts expended therefor shall constitute additional disbursements of Loan proceeds 

(even if the total amount of disbursements would exceed the face amount of the Note), and shall 

bear interest from the date expended at the Default Rate and be payable together with such 

interest upon demand. 

3.4 Mechanics' Liens and Contest Thereof. Borrower will not suffer or permit any 

mechanics' lien claims to be filed or otherwise asserted against the Project and will promptly 

discharge the same if any claims for lien or any proceedings for the enforcement thereof are filed 

or commenced; provided, however, that Borrower shall have the right to contest in good faith and 

with due diligence the validity of any such lien or claim upon furnishing to the Title Insurer such 

security or indemnity as it may require to induce the Title Insurer to insure against all such 

claims, liens or proceedings; and provided further that Lender will not be required to make any 

further disbursements of the Loan proceeds unless (a) any mechanics' lien claims shown by any 

title insurance commitments or interim binders or certifications have been released or insured 

against by the Title Insurer or (b) Borrower shall have provided Lender with such other security 

with respect to such claim as may be acceptable to Lender, in its sole discretion. 

3.5 Settlement of Mechanics' Lien Claims. If Borrower shall fail promptly to 

discharge any mechanics' lien claim filed or otherwise asserted or to contest any such claims and 

give security or indemnity in the manner provided in Section 3.4 hereof, or, having commenced 

to contest the same, and having given such security or indemnity, shall thereafter fail to prosecute 

such contest in good faith or with due diligence, or fail to maintain such indemnity or security so 

required by the Title Insurer for its full amount, or, upon adverse conclusion of any such contest, 

shall fail to cause any judgment or decree to be satisfied and lien to be promptly released, then, 

and in any such event, Lender may, at its election, but shall not be required to, (i) procure the 

release and discharge of any such claim and any judgment or decree thereon, without inquiring 

into or investigating the amount, validity or enforceability of such lien or claim and (ii) effect any 

settlement or compromise of the same, or may furnish such security or indemnity to the Title 

Insurer, and any amounts expended by Lender in doing so, including premiums paid or security 

furnished in connection with the issuance of any surety company bonds, shall be deemed to 

constitute disbursements of the Loan proceeds hereunder (even if the total amount of 

disbursements would exceed the face amount of the Note), and shall bear interest from the date 

expended at the Default Rate and be payable together with such interest upon demand. 

3.6 Maintenance, Repair and Restoration of Improvements. Borrower shall 

(i) promptly repair, restore or rebuild any Improvements, which may become damaged or be 

destroyed; and (ii) keep the Improvements in good condition and repair, without waste. 

3.7 Membership and Membership Reports. Borrower shall not modify, amend, 

waive, terminate or cancel any material provisions of the Bylaws without the prior written 

consent of Lender. Within fifteen (15) days following the end of each year, Borrower shall 

deliver to Lender and Mortgage Correspondent a report showing the status of all Memberships. 

Such report shall be in the form previously approved by Lender. Any modification of the Bylaws 

without the consent of Lender shall be deemed by Lender, in its sole discretion, as an Event of 

Default. 

Page 9 of 52


3.8 Compliance With Laws. Borrower shall promptly comply with all applicable 

Laws of any Governmental Authority having jurisdiction over Borrower or the Project, and shall 

take all actions necessary to bring the Project into compliance with all applicable Laws, including 

without limitation all Building Laws (whether now existing or hereafter enacted). 

3.9 Alterations/New Improvements. Without the prior written consent of Lender, 

which consent shall not be unreasonably withheld, except as set forth in Exhibit B, Borrower 

shall not (i) make any material alterations to the Project or (ii) construct any Improvements of 

any kind on the Land. 

3.10 Personal Property. All of Borrower's personal property, fixtures, furnishings, 

furniture, attachments and equipment located on or used in connection with the Project, shall 

always be located at the Project and shall also be kept free and clear of all chattel mortgages, 

conditional vendor's liens and all other liens, encumbrances and security interests of any kind 

whatever. Borrower will be the absolute owner of said personal property, fixtures, furnishings, 

furniture, attachments and equipment. Borrower shall, from time to time, furnish Lender with 

evidence of such ownership satisfactory to Lender, including searches of applicable public 

records. Upon request, Borrower shall provide Lender with copies of all such leases and financial 

documents. 

Anything in the foregoing to the contrary notwithstanding, Borrower shall, in the ordinary 

course of business, be permitted to enter into leases for, or obtain financing of, machines and 

equipment (including, but not limited to, golf carts, golf course maintenance equipment, 

computers and software, office equipment and food and beverage equipment) provided that (a) 

all such transactions shall be at arms length, in accordance with standard industry practice; (b) for 

each calendar year commencing 2009, the net operating income, prior to depreciation expense 

and before the debt service on the Loan, for the prior year less the projected increases in lease 

and equipment loan debt service for such ensuing calendar year shall equal at least 

$1,800,000.00; (c) total annual cost (rent and equipment loan debt service) shall not exceed 

$345,000; (d) total debt (lease and financing) shall not exceed $1,350,000 at any one time; (e) 

Borrower shall maintain its current special capital debt fund of at least $200,000 per year; (f) the 

term of each such equipment lease and loan shall not exceed sixty (60) months; and (g) in no 

event shall the total lease and equipment loan debt service exceed $400,000 in any year. 

Borrower may seek financing beyond the above limits but such financing shall be subject to 

Lender's written approval. 

3.11 Prohibition Against Cash Distributions and A pplication of Cash Flow. 

Borrower shall first apply all cash flow from the Project to pay Project expenses, including 

amounts due to Lender pursuant to the Loan Documents. No cash flow from the Project shall be 

distributed to any partners, principals, members or shareholders of Borrower or applied to the 

payment of any obligations, debts or expenses not related to the Project if an Event of Default has 

occurred or if there is a reasonable likelihood that such money will be necessary for the operation 

of the Project or the payment of principal and interest due in connection with the Loan within 90 

days following any contemplated cash flow distribution. 

Page 10 of 52


3.12 Inspection by Lender. Borrower will cooperate (and will cause the managing 

agent to cooperate) with Lender in arranging for inspections of the Project from time to time by 

Lender and its agents and representatives. 

3.13 Furnishing Information. Borrower shall deliver or cause to be delivered to 

Lender and Mortgage Correspondent annual financial statements for Borrower as soon as 

available and in all events no later than ninety (90) days after the close of each fiscal year. 

Annual statements shall be certified as true and correct by an authorized financial officer of 

Borrower. While only annual financial statements will be required initially, Lender shall have the 

right to require that the Borrower provide quarterly financial statements to Lender and Mortgage 

Correspondent, at any time during the Loan term. If a Default has occurred or Lender reasonably 

believes that previously provided financial statements are inaccurate, the annual statements shall 

be audited by certified public accountants acceptable to Lender and prepared in accordance with 

generally accepted accounting principles. Borrower shall also furnish a current operating 

statement for the Project (including a rent roll if there are any leases of the Project or any part 

thereof), at the time it delivers its financial statements. Additionally, Borrower will: 

promptly supply Lender and Mortgage Correspondent with such information 

concerning its affairs and property relating to the development and operation of 

the Project as Lender may hereafter reasonably request from time to time; 

(ii) at any time during regular business hours permit Lender, Mortgage Correspondent 

or any of its agents or representatives to have access to and examine, all of its 

books and records regarding the development and operation of the Project; 

(iii) permit Lender and Mortgage Correspondent to copy and make abstracts from any 

and all of such books and records; 

(iv) immediately notify Lender and Mortgage Correspondent if Borrower receives any 

actual notice, action or lien notice or otherwise becomes aware that the Project 

violates or is alleged to violate any Building Law, or of a condition or situation on 

the Real Property which will constitute violation of a Building Law (whether now 

existing or hereafter enacted). The notice to Lender shall describe with 

particularity the Building Law violation and the Borrower's plan to promptly 

correct the violation; and 

(v) promptly furnish to Lender and Mortgage Correspondent copies of all (a) mailings 

by it to its members (other than routine Club business), and (b) other information 

concerning Borrower as is reasonably requested from time to time by Lender. 

Page 11 of 52


3.14 Documents of Further Assurance. Borrower shall, from time to time, upon 

Lender's request, execute, deliver, record and furnish such documents as Lender may reasonably 

deem necessary or desirable to (i) perfect and maintain perfected as valid liens upon the Project, 

the liens granted by Borrower to Lender under the Deed of Trust and the collateral assignments 

and other security interests under the other Loan Documents as contemplated by this Agreement, 

(ii) correct any errors of a typographical nature or inconsistencies which may be contained in any 

of the Loan Documents, and (iii) consummate frilly the transaction contemplated under this 

Agreement. 

3.15 Furnishing Reports. Borrower shall provide Lender and Mortgage 

Correspondent promptly after receipt with copies of all inspections, reports, test results and other 

information received by Borrower from time to time from its employees, agents, representatives, 

architects and engineers, which in any way relate to the Project, or any part thereof. 

3.16 Operation of Project and Zoning. As long as any portion of the Loan remains 

outstanding, the Project shall be operated in a first-class manner as a private, equity Golf Club. 

Borrower shall fully and faithfully perform all of its covenants, agreements and obligations under 

its Bylaws and each of the leases relating to the Project. Borrower shall not initiate or acquiesce 

in a zoning variation or reclassification without Lender's consent. The Project shall not be 

operated on a daily fee basis (or the equivalent). 

3.17 Management Agents' and Broken' Contracts. Borrower shall not enter into, 

modify, amend, waive any material provision of, terminate or cancel any management contracts 

for the Project without the prior written approval of Lender. If, in the ordinary course of 

business, Borrower shall enter into, modify, amend, waive any provision of, terminate or cancel 

any contracts or agreements (other than management contracts) with agents or brokers, Borrower 

shall notify Lender within 10 days after such action. 

3.18 Furnishing Notices. Borrower shall deliver to Lender and Mortgage 

Correspondent copies of all material notices received or given by Borrower (or its agents or 

representatives) in connection with the Project. 

Page 12 of 52


3.19 Indemnification. Borrower shall indemnify, defend and hold Lender, Mortgage 

Correspondent and its officers, directors, employees, shareholders, advisers, and agents 

(collectively, "Indemnified Parties") harmless from and against all claims, injury, damage, loss, 

costs (including reasonable attorney fees and costs) and liability of any and every kind incurred 

by Indemnified Parties by reason of (i) the operation or maintenance of the Project or any 

construction at the Project; (ii) the payment of any brokerage commissions or fees of any kind 

with respect to the Application/Commitment or the Loan, and for any reasonable legal fees or 

expenses incurred by Lender in connection with any claims for such commissions or fees; 

(iii) any other action or inaction by, or matter which is the responsibility of, Borrower; and 

(iv) the breach of any representation or warranty or failure to fulfill any of Borrower's obligations 

under this Agreement or any other Loan Document. The foregoing indemnity shall include the 

cost of all alterations, repairs and replacements to the Project (including without limitation 

architectural, engineering, legal and accounting costs), all fines, fees and penalties, and all legal 

and other expenses (including reasonable attorney fees), incurred in connection with the Project 

being in violation of Building Laws and for the cost of collection of the sums due under this 

indemnity, whether or not Borrower is in possession of the Project. If Lender shall become the 

owner of or acquire an interest in or rights to the Project by foreclosure or deed in lieu of 

foreclosure of the Mortgage or by other means, the foregoing indemnification obligation shall 

survive such foreclosure or deed in lieu of foreclosure or other acquisition of the Project, unless 

Lender's own negligent acts or omissions cause what would otherwise be considered an 

indemnification obligation by Borrower and/or Indemnitor. 

3.20 Organizational Documents. Without the prior written consent of Lender, 

Borrower shall not permit or suffer any amendment or modification of its articles of 

incorporation or by-laws, and shall not permit or suffer the admission of any new shareholder, 

except for new Members as permitted pursuant to Section 6.4. 

3.21 Publicity. During the term of the Loan, Lender or Mortgage Correspondent may 

issue or publish releases or announcements stating that the financing for the Project is being 

provided by Lender to Borrower, and Borrower hereby consents thereto. 

3.22 Access to Property and Right to Cure Defaults. In the event of a material 

default by Borrower under any agreement materially benefiting or burdening the Project 

("Material Agreements"), Borrower agrees that Lender shall have the right (but not the 

obligation), to cure or cause the cure of such default and, in the event the cure of such default by 

its nature requires that Lender enter upon and/or take possession of the Project, Borrower hereby 

agrees that Lender may, and Borrower hereby grants Lender the right to, enter in and upon and 

take possession of the Project for the purpose of curing such default; provided, however, Lender 

shall not be entitled to exercise its rights under this Section until the expiration of applicable 

grace periods under such agreements, so long as Lender shall be afforded an independent cure 

right and grace period under such agreements. Any costs incurred by Lender in curing such 

default shall constitute additional indebtedness evidenced by the Note and secured by the 

Mortgage and other Loan Documents, and shall bear interest from the date expended at the 

Default Rate and be payable together with such interest upon demand. 

Page 13 of 52


3.23 Debt Coveraee Covenant. On or before March 31 st of each calendar year, 

Borrower shall deliver to Lender operating statements, indicating its net operating income for the 

prior year was at least 1.10 X the annual debt service on the Loan. In the event the net operating 

income was less than 1.10 X then Lender may require the Borrower to reduce the Loan by an 

amount such that the Loan, when re-amortized with the reduced loan amount, would have a debt 

coverage ratio of at least 1.10 X. If the Borrower fails to reduce the Loan by the required amount 

within 30 days of the written request by Lender, the Lender may declare the Loan in default. 

Notwithstanding the foregoing, the Borrower shall not be required to meet this debt coverage 

level during the calendar years 2007 and 2008. 

3.24 Additional Debt Covenant. During the term of the Loan, Borrower may incur 

company level debt not to exceed $1,000,000.00. Any replacement of the existing line of credit 

loan from Community Bank of Nevada (but not any amendment or renewal thereof) may be 

secured only by a subordinate lien on Borrower's accounts on terms and conditions acceptable to 

Lender. With respect to said existing loan, Borrower agrees, (a) a default under any document 

evidencing or securing said loan ("Existing Loan Documents") shall constitute an Event of 

Default herein; (b) Borrower shall promptly provide Lender with copies of any notice of any such 

default; (c) the outstanding principal balance of said loan shall in no event exceed $1,000,000.00; 

and (d) the Existing Loan Documents may not be modified or amended without the consent of 

Lender, which consent shall not be unreasonably withheld. 

3.25 Subordination of Membership Interests. In the event of a foreclosure of the 

Loan, the Members, at the election of the party holding title to the Property after such 

foreclosure, shall no longer have any rights to the use of any of the Project facilities. Borrower 

shall provide title insurance with respect to such subordination acceptable to Lender prior to the 

Loan Opening Date. 

3.26 Lender's Attorney Fees and Expenses. If at any time hereafter prior to 

repayment of the Loan in full, Lender employs counsel for advice or other representation 

(whether or not any suit has been or shall be filed and whether or not other legal proceedings 

have been or shall be instituted and, if such suit is filed or legal proceedings instituted, through 

all administrative, trial, and appellate levels) with respect to the Loan, the Project or any part 

thereof, this Agreement or any of the Loan Documents, including any proposed or actual 

restructuring of the Loan, or to protect, collect, lease, sell, take possession of, or liquidate any of 

the Project, or to attempt to enforce any security interest or lien on any of the Project, or to 

enforce any rights of Lender or any of Borrower's obligations hereunder or those of any other 

person, firm or corporation which may be obligated to Lender by virtue of this Agreement or any 

other agreement, instrument or document heretofore or hereafter delivered to Lender by or for the 

benefit of Borrower, or to analyze and respond to any request for consent or approval made by 

Borrower, then, in any such event, all of the reasonable attorney fees and expenses arising from 

such services, and all expenses, costs and charges relating thereto, shall bear interest from the 

date expended at the Default rate and shall be paid by Borrower on demand and if Borrower fails 

to pay such fees, costs and expenses payment thereof by Lender shall be deemed to constitute 

disbursement of the Loan proceeds hereunder (even if the total amount of disbursements would 

Page 14 of 52


exceed the face amount of the Note) and shall constitute additional indebtedness of Borrower to 

Lender, payable on demand and secured by the Mortgage and other Loan Documents. 

3.27 Loan Expenses. Borrower agrees to pay all expenses of the Loan, including all 

amounts payable pursuant to Section 3.28 of this Agreement, and also including all recording 

charges, title insurance charges, costs of surveys, costs for certified copies of instruments, escrow 

charges, fees, expenses and charges of architectural/engineering consultants of Lender, fees and 

expenses of Lender's attorneys, and all costs and expenses incurred by Lender in connection with 

the determination of whether Borrower has performed the obligations undertaken by Borrower 

under this Agreement or has satisfied any conditions precedent to the obligations of Lender under 

this Agreement. All such expenses, charges, costs and fees shall be the Borrower's obligation 

regardless of whether the Loan is disbursed in whole or in part unless such failure to disburse is 

due to Lender's wrongful failure to disburse hereunder. Any and all advances or payments made 

by Lender under this Agreement from time to time, or for fees of architectural and engineering 

consultants and attorney fees and expenses, if any, and all other Loan expenses shall, as and 

when advanced or incurred by Lender, constitute additional indebtedness evidenced by the Note 

and secured by the Mortgage and the other Loan Documents to the same extent and effect as if 

the terms and provisions of this Agreement were set forth therein, whether or not the aggregate of 

such indebtedness shall exceed the aggregate face amount of the Note. 

3.28 Loan Fees. Borrower agrees to pay the loan fees ("Loan Fees") as are set forth in 

the Application/Commitment, subject to the terms and conditions set forth therein. Borrower 

shall pay all Loan Fees at the times set forth in the Application/Commitment and shall pay all 

expenses incurred by Lender at the Loan Opening Date and on demand at such subsequent times 

as Lender may determine including administrative fees and expenses in connection with any 

modification of any of the terms of the Loan. Lender may require the payment of such fees and 

expenses as a condition to the disbursement of the Loan. 

3.29 No Additional Debt. Except as expressly provided herein, Borrower shall not, 

without the prior written consent of Lender, incur any indebtedness (whether personal or 

nonrecourse, secured or unsecured) in connection with the Project, other than customary trade 

payables paid within sixty (60) days after they are incurred. 

4. REPRESENTATIONS AND WARRANTIES. To induce Lender to execute this 

Agreement and perform the obligations of Lender hereunder, Borrower hereby represents and 

warrants to Lender as follows: 

4.1 Title. On the Loan Opening Date and thereafter, Borrower will have good and 

marketable fee simple title to the Real Property, subject only to the Permitted Exceptions. 

4.2 No Litigation. Except for claims fully covered by insurance, where the insurance 

company is defending such claims and such defense is not being provided under a reservation of 

rights, and except as disclosed in writing to Lender prior to the date hereof, there is no pending 

litigation or unsatisfied judgment entered of record against Borrower or the Project. No litigation 

or proceedings are pending, or to Borrower's knowledge are threatened (i) which might affect the 

Page 15 of 52


validity or priority of the lien of the Mortgage, (ii) which might affect the ability of Borrower to 

perform its obligations pursuant to and as contemplated by the terms and provisions of this 

Agreement and the other Loan Documents, or (iii) which could materially affect the operations or 

financial condition of the Project or Borrower. 

4.3 Due Authorization. The execution and delivery of the Loan Documents and all 

other documents executed or delivered by or on behalf of Borrower and pertaining to the Loan 

have been duly authorized or approved by Borrower and, when executed and delivered by 

Borrower or when caused to be executed and delivered on behalf of Borrower, will constitute the 

legal, valid and binding obligations of the obligor thereon, enforceable in accordance with their 

respective terms except as limited by bankruptcy, insolvency, or other laws of general application 

relating to the enforcement of creditor's rights, and the payment or performance thereof will be 

subject to no offsets, claims or defenses of any kind or nature whatsoever. 

4.4 Breach of Laws or Agreements. The execution, delivery and performance of 

this Agreement and the other Loan Documents have not constituted (and will not, upon the 

giving of notice or lapse of time or both, constitute) a breach or default under any other 

agreement to which Borrower or any hidemnitor is a party or may be bound or affected, or a 

violation of any Law which may affect the Project, any part thereof, any interest therein, or the 

use thereof, or Borrower or any Indemnitor. 

4.5 Leases. Borrower and its agents have not entered into any leases, concessionaire 

agreements or other arrangements (i) as lessor for occupancy or use of space within the Project or 

(ii) as lessee for the use of personal property in connection with the Project, other than leases 

furnished to Lender. All leases furnished to Lender are in full force and effect and to Borrower's 

knowledge, there are no existing defaults thereunder other than as disclosed in writing to Lender. 

4.6 Condemnation. (i) No condemnation of any portion of the Project, (ii) no 

condemnation or relocation of any roadways abutting the Project, and (iii) no denial of access to 

the Project from any point of access to the Project, has commenced or, to Borrower's knowledge, 

is contemplated by any Governmental Authority. 

4.7 Condition of Improvements. The foundations and structure of the Improvements 

are structurally sound and the various mechanical systems have adequate capacities and are in 

good working condition. The Improvements were built in substantial compliance with applicable 

plans and specifications furnished to the Lender's engineering consultant, and the Improvements 

are in full compliance with all applicable Building Laws. Certificates of occupancy with respect 

to the Improvements, and any other certificates which may be required to evidence compliance 

with building codes and permits and approval for full occupancy of the Improvements and all 

installations therein have been issued by all appropriate authorities. Borrower has no knowledge 

of required capital expenditures or deferred maintenance other than those that would be normally 

expected for improvements of similar age and type. No notice of violation of any Building Law 

has been received. 

Page 16 of 52


4.8 Information Correct. All financial statements furnished to Lender or Mortgage 

Correspondent by Borrower fairly present the financial condition of Borrower and were prepared 

in accordance with a method of preparation approved by Lender, consistently applied, and all 

other information previously furnished by Borrower to Lender in connection with the Loan are 

true, complete and correct in all respects except as otherwise disclosed to Lender in writing and 

do not fail to state any material fact necessary to make the statements made not misleading. 

Borrower has not misstated or failed to disclose to Lender any material fact relating to: (i) the 

condition, use or operation of the Project, (ii) Borrower, or (iii) the litigation disclosure provided 

by Borrower, except as disclosed in writing to Lender prior to the date hereof. 

4.9 Material Adverse Change. No material adverse change in the operations or 

financial condition of Borrower or the Project has occurred since the respective effective dates of 

their financial statements previously submitted to Lender or Mortgage Correspondent, and no 

material adverse change , in the condition (physical or otherwise) of the Project has occurred since 

the date of the Application/Commitment. 

4.10 Solvency. Borrower is not (a) currently insolvent on a balance sheet basis, or (b) 

currently unable to pay its debts as they come due; and no bankruptcy or receivership 

proceedings are contemplated or pending. 

4.11 Zoning. The use of the Project (including contemplated accessory uses) does not 

violate (i) any Law (including subdivision, zoning, building, environmental protection and 

wetlands protection Laws), or (ii) any restrictions of record, or any agreement affecting the 

Project or any part thereof. Without limiting the generality of the foregoing, all consents, licenses 

and permits and all other authorizations or approvals (collectively, "Governmental Approvals") 

relating to the use and operation of the Project have been complied with and are in full force and 

effect. 

4.12 Utilities. The Project has adequate water, gas and electrical supply, storm and 

public sanitary sewerage facilities, other required public utilities, fire and police protection, and 

means of appropriate access between the Project and public highways. The Project has adequate 

sources of water for irrigation purposes (in accordance with evidence thereof delivered to 

Lender) and drainage is adequate for all current uses. 

4.13 Brokerage Fees. No brokerage fees or commissions are payable by or to any 

person in connection with this Agreement or the Loan to be disbursed hereunder other than fees 

payable to Mortgage Correspondent, which fees shall be paid by Borrower. 

4.14 Encroachments. No building or other improvement in the Project encroaches 

upon any building line, setback line, side yard line, or any recorded or visible easement (or other 

easement of which Borrower has knowledge of with respect to the Project). 

4.15 Separate Parcel. The Project is taxed separately without regard to any other 

property and for all purposes the Project may be mortgaged, conveyed, and otherwise dealt with 

as an independent parcel. 

Page 17 of 52


4.16 ERISA. The subject loan transaction will not result in a prohibited transaction as 

defined in Section 406 of ERISA or Section 4975 of the Internal Revenue Code. The transactions 

contemplated by this Agreement by or with Borrower are not in violation of state statutes 

regulating investments of and fiduciary obligations with respect to governmental plans, as 

defined in Section 3(32) of ERISA. The Borrower or members of Borrower may be required to 

provide appropriate documentation to Lender evidencing this representation. 

4.17 Executive Order and Patriot Act. None of the Borrower, or any entity or 

person owning an interest in or being an investor or otherwise, in Borrower are in violation of 

any laws relating to terrorism or money laundering, including the Executive Order and the Patriot 

Act as defined in Section 1 hereof. 

4.18 No Default. No Default or Event of Default has occurred and is continuing. 

4.19 Trade Name; Principal Place of Business. Borrower uses no trade name other 

than its actual name set forth herein. The principal place of business of Borrower is as stated on 

page 1 hereof. 

4.20 FIRPTA. Borrower is not a "foreign person" within the meaning of 

Sections 1445 or 7701 of the Internal Revenue Code. 

4.21 RICO. Borrower has not been charged with nor, to its knowledge, is it under 

investigation for, possible violations of the Racketeer Influenced and Corrupt Organizations Act, 

the Continuing Criminal Enterprise Act, the Controlled Substance Act of 1978, or similar laws 

providing for the possible forfeiture of any of its respective assets or properties. 

4.22 No Casualty. No part of the Project has been damaged by fire or other casualty 

except as disclosed in writing to Lender. 

4.23 Contracts. All contracts (including employment agreements) with respect to the 

management and operation of the Project are described on Exhibit 0 hereto. True and correct 

copies of all such contracts have been delivered to Lender. 

4.24 Truth of Recitals. All statements set forth in the Recitals are true and correct. 

5. CASUALTY AND CONDEMNATION. 

5.1 Lender's Ri ht to Settle Claims . Election to A Insurance and 

Condemnation Proceeds to Indebtedness. Except as otherwise provided in this Section 5.1, in 

the event of any loss or damage to any portion of the Project due to fire or other casualty, or any 

taking of any portion of the Project by condemnation or under power of eminent domain, Lender 

may, in its sole and absolute discretion, either apply the proceeds to the Loan balance or disburse 

them for the purposes of repair and restoration. Notwithstanding, Borrower has the right to use 

insurance or condemnation proceeds to rebuild following a casualty or a condemnation of the 

Page 18 of 52


Improvements, or to remedy the effect on the Real Property of any condemnation, provided that 

(i) Lender shall have the right to settle any claim or award that Borrower has not settled on or 

before one hundred twenty (120) days after the date of such loss or prior to the date of such 

taking and (ii) each of the following is satisfied: (a) no event of default exists under the Loan 

Agreement, the Note or other Loan Documents, (b) no payment default has occurred during the 

preceding twelve months, (c) the proceeds received by Lender, together with any additional funds 

deposited with Lender by Borrower, are sufficient, in Lender's sole and absolute discretion, either 

to restore the Property to its condition before the casualty or to remedy the condemnation, (d) 

local building and zoning laws allow the Project to be rebuilt to that which existed prior to the 

casualty or condemnation, and (e) the Loan-to-Value ratio of the Project on completion will be 

65% or less, as determined by an Appraisal. The Appraisal required pursuant to the foregoing 

provision shall be at Borrower's expense and Borrower is required to provide proof of such 

payment to Lender and Lender's Mortgage Correspondent. However, in the event the casualty or 

condemnation proceeds received are less than 3% of the original Loan amount, Borrower will not 

have to satisfy condition (e) above to rebuild. 

Provided that no Event of Default exists, Borrower may settle all claims up to the lesser of (1) 

$300,000 or (2) 1% of the original Loan Amount directly with the insurance company without 

the prior consent of Lender provided that (i) Borrower uses the proceeds of any claim to rebuild 

or restore the Project to its condition prior to the casualty, (ii) Borrower provides Lender with 

written notice of the casualty, and (iii) local building and zoning laws allow the Project to be 

rebuilt to the condition prior to the casualty. Failure to rebuild and restore will constitute an 

Event of Default under the Loan Documents. 

In all other cases, Lender shall have the right (but not' the obligation) to collect, retain and apply 

to the indebtedness of Borrower under this Agreement and the other Loan Documents all 

insurance and condemnation proceeds (after deduction of all expense of collection and 

settlement, including reasonable attorney and adjusters' fees and expenses) and if such proceeds 

are insufficient to pay such amount in full and Borrower does not fund this deficiency, to declare 

the balance remaining unpaid on the Note and Mortgage to be due and payable forthwith and to 

avail itself of any of the remedies afforded thereby as in the case of any default beyond applicable 

cure periods thereunder. Any proceeds remaining after application to the indebtedness of 

Borrower under this Agreement and the other Loan Documents shall be paid by Lender to 

Borrower or the party then entitled thereto. 

5.2 Borrower's Obligation to Rebuild and Use of Proceeds Therefor. If Lender 

does not elect to or is not entitled to apply fire or casualty insurance proceeds to the indebtedness, 

all insurance proceeds received will be deposited into a third party Special account controlled by 

Lender or its Mortgage Correspondent. Lender may also require that Borrower deposit any deficit 

between the business interruption or loss of rents proceeds received and the debt service due 

under the Loan Documents during the period of rebuilding or restoration of the Improvements. 

As provided under Section 5.1 of this Agreement, Lender shall have the right (but not the 

obligation) to settle, collect and retain such proceeds, and after deduction of all expenses of 

collection and settlement, including attorney and adjusters' fees and expenses, to release the same 

to Borrower periodically, provided that Borrower shall: 

Page 19 of 52


(a) Expeditiously repair and restore all damage to the portion of the Project in 

question resulting from such fire or other casualty, including completion of the 

construction if such fire or other casualty shall have occurred prior to completion, so that 

the Project will be completed in accordance with the plans and specifications therefor; 

and 

(b) If the proceeds of fire or casualty insurance (and the undisbursed available 

Loan proceeds for construction) are, in Lender's sole judgment, insufficient to complete 

the repair and restoration of the buildings, structures and other improvements constituting 

the Project, then Borrower shall promptly deposit with Lender the amount of such 

deficiency. 

Any request by Borrower for a disbursement by Lender of fire or casualty insurance 

proceeds and funds deposited by Borrower pursuant to this Section 52 and the disbursement 

thereof shall be conditioned upon Borrower's compliance with and satisfaction of the same 

conditions precedent as would be applicable in connection with construction loans made by 

institutional lenders for projects similar to the Project, including approval of plans and 

specifications, submittal of evidence of completion, updated title insurance, lien waivers, and 

other customary safeguards. 

6. ASSIGNMENTS. 

6.1 Lender's Right to Assi gn. Lender shall have the right to assign, transfer, sell, 

negotiate, pledge or otherwise hypothecate this Agreement and any of its rights and security 

hereunder, including the Note, Mortgage, and any other Loan Documents. Lender shall have the 

right to hire outside firms it deems necessary to assist with the servicing, administration and 

monitoring of the Loan. Borrower hereby agrees that all of the rights and remedies of Lender in 

connection with the interest so assigned shall be enforceable against Borrower by such assignee 

with the same force and effect and to the same extent as the same would have been enforceable 

by Lender but for such assignment. Borrower agrees that Lender shall have the right to sell 

participations in the Loan or to include the Note in a securitized pool of indebtedness without the 

consent of Borrower. 

6.2 Prohibition of Assignments by Borrower. Borrower shall not assign or attempt 

to assign its rights under this Agreement. Except as permitted herein, Borrower will not suffer or 

permit any of its interest or rights in the Project to be assigned, sold, pledged, encumbered, 

transferred, hypothecated or otherwise disposed of until the provisions of this Agreement have 

been fully complied with and the Loan and all other sums evidenced by the Note and/or secured 

by the Mortgage and other Loan Documents have been repaid in full. 

Page 20 of 52


6.3 Successors and Assigns. Subject to the foregoing restrictions on transfer and 

assignment contained in this Section 6 this Agreement shall inure to the benefit of and shall be 

binding on the parties hereto and their respective successors and assigns. 

6.4 Transfer of Interests of Borrower. The Members of Borrower may change from 

time to time in the ordinary course of business but the status of Borrower may not be changed 

without the prior written consent of Lender. 

7. EVENTS OF DEFAULT. 

7.1 The occurrence of any one or more of the following shall constitute an "Event of 

Default," as such term is used herein: 

(a) If Borrower fails to pay principal or interest under the Note when due; 

(b) If Borrower defaults in the performance of any of its other covenants, 

agreements and obligations under this Agreement involving the payment of money; 

(c) If Borrower defaults in the performance of any of its non-monetary 

covenants, agreements and obligations under this Agreement and fails to cure such 

default within thirty (30) days after written notice thereof from Lender provided, 

however, that if such default is reasonably susceptible of cure, but cannot be cured within 

such thirty (30) day period, then so long as Borrower promptly commences cure and 

thereafter diligently pursues such cure to completion, the cure period shall be extended 

for an additional thirty (30) days, within which Borrower may complete such cure; 

(d) If at any time or times hereafter any representation or warranty (including 

the representations and warranties of Borrower set forth in any Loan Document), 

statement, report or certificate furnished to Lender in connection with the Loan is not true 

and correct in any material respect; 

(e) If any petition is filed by or against Borrower or any Affiliated Party under 

the Federal Bankruptcy Code or any similar state or federal Law, whether now or 

hereafter existing (and, in the case of involuntary proceedings, failure to cause the same 

to be vacated, stayed or set aside within thirty (30) days after filing); 

(f) If any assignment, pledge, encumbrance, transfer, hypothecation or other 

disposition is made in violation of Section 6.2 or Section of this Agreement; 

(g) If Borrower, or any Guarantor or Indemnitor shall fail to pay any debt 

owed by it or is in default under any agreement with Lender or any other party (other than 

a failure or default for which the maximum liability of Borrower, Guarantor or 

Indemnitor does not exceed 25% of their respective assets) and such failure or default 

continues after any applicable grace period specified in the instrument or agreement 

relating thereto; or 

Page 21 of 52


(h) If a default occurs under any of the Loan Documents and continues beyond 

the applicable grace period, if any, contained therein. 

Notwithstanding the foregoing, Lender will grant the Borrower the ability (one time during the 

Loan term) to elect a 60 day cure period for a single monetary default. The Borrower must elect 

this option in writing to the Lender within 10 days of the due date of subject monthly payment. 

The notice must indicate the Borrower has scheduled a vote for a special assessment in 

accordance with its Bylaws. Borrower must also deliver to Lender within 45 days of the due date 

of such monthly payment notice that the special assessment has been approved by the members. 

In the event the Borrower has elected to utilize this 60 day cure period, Borrower will also have 

the option of making a partial prepayment of the Loan. A prepayment premium shall be payable 

to the Lender (in accordance with the Note) for the amount prepaid, except that portion of the 

prepayment that is attributable to the Borrower's right to make a 10% prepayment at par. If a 

prepayment is made, Lender agrees to re-amortize the Loan and revise the monthly payment such 

that the new monthly payment will be calculated based on the outstanding loan balance after the 

prepayment, the Interest Rate and an amortization period equal to the remaining number of 

months before the Maturity Date of the Loan. 

8. REMEDIES. 

8.1 Remedies Conferred Upon Lender. Upon the occurrence of any Event of 

Default, including without limitation the filing, by Borrower, of a voluntary petition under 

Chapter 11 of the Bankruptcy Code, Lender shall have the right (but not the obligation) to pursue 

any one or more of the following remedies concurrently or successively, it being the intent hereof 

that all such remedies shall be cumulative and that no such remedy shall be to the exclusion of 

any other: 

(a) Declare the Note to be immediately due and payable; 

(b) Use and apply any monies deposited by Borrower with Lender, including 

amounts in the Special Account, regardless of the purpose for which the same was 

deposited, to cure any such default or to apply on account of any indebtedness under this 

Agreement which is due and owing to Lender; and 

(c) Exercise or pursue any other right or remedy permitted under this 

Agreement or any of the Loan Documents or conferred upon or available to Lender at law 

or in equity or otherwise. 

8.2 Non-Waiver of Remedies. No waiver of any breach or default hereunder shall 

constitute or be construed as a waiver by Lender of any subsequent breach or default or of any 

breach or default of any other provision of this Agreement. 

Page 22 of 52


8.3 Cash Collateral Account. Upon a continuing Event of Default, Borrower shall 

deposit all revenues from the operation of the Project into an account held by and pledged to 

Lender ("Cash Collateral Account"). Lender shall not pay interest on any amounts held on 

deposit in the Cash Collateral Account, unless required to do so under applicable law. Borrower 

shall execute such documents as Lender, in its sole discretion, deems necessary to perfect its 

interest in the Cash Collateral Account. 

8.4 Default Rate. During a continuing Event of Default, the Loan shall be subject to 

default interest from the initial date of the default equal to the lesser of (i) 18% per annum or (ii) 

the maximum rate per annum allowed by law. 

9. GENERAL PROVISIONS. 

9.1 Captions. The captions and headings of various Articles and Sections of this 

Agreement and Exhibits pertaining hereto are for convenience only and are not to be considered 

as defining or limiting in any way, the scope or intent of the provisions hereof. 

9.2 Merger. This Agreement, the Application/Commitment and the Loan Documents 

and instruments delivered in connection herewith, as may be amended from time to time in 

writing, constitute the entire agreement of the parties with respect to the Project and the Loan, 

and all prior discussions, negotiations and document drafts are merged herein and therein. If there 

are any inconsistencies between the Application/Commitment and this Agreement or the Loan 

Documents, the terms contained in this Agreement and the other Loan Documents shall prevail. 

Neither Lender nor any employee of Lender has made or is authorized to make any representation 

or agreement upon which Borrower may rely unless such matter is made for the benefit of 

Borrower and is in writing signed by an authorized officer of Lender. Borrower agrees that it has 

not and will not rely on any custom or practice of Lender, or on any course of dealing with 

Lender, in connection with the Loan unless such matters are set forth in this Agreement or the 

Loan Documents or in an instrument made for the benefit of Borrower and in a writing signed by 

an authorized officer of Lender. 

9.3 Notices. Any notice, demand, request or other communication which any party 

hereto may be required or may desire to give hereunder shall be in writing, addressed as follows 

and shall be deemed to have been properly given if hand delivered, if sent by reputable overnight 

courier (effective the business day following delivery to such courier) or if mailed (effective two 

business days after mailing) by United States registered or certified mail, postage prepaid, return 

receipt requested: 

Page 23 of 52


If to Borrower: SPANISH TRAIL COUNTRY CLUB, INC. 

5050 Spanish Trail Lane 


Attn: President 

with a copy to: Jolley Urga Wirth Woodbury & Standish 

3800 Howard Hughes Parkway, Sixteenth Floor 


Attn: R. Gardner Jolley, Esq. 

If to Lender: Jackson National Life Insurance Company 

c/o PPM Finance, Inc. 

225 West Wacker Drive, Suite 1200 

Chicago, Illinois 60606 

Attn: Vice President, Loan Servicing 

AND SEPARATELY TO: Jackson National Life Insurance Company 



Chicago, IL 60606 

Attn: Vice President, Settlements & Administration 

or at such other address as the party to be served with notice may have furnished in writing to the 

party seeking or desiring to serve notice as a place for the service of notice. Notices given in any 

other fashion shall be deemed effective only upon receipt. 

9.4 Modification: Waiver. No modification, waiver, amendment, discharge or 

change of this Agreement shall be valid unless the same is in writing and signed by the party 

against which the enforcement of such modification, waiver, amendment, discharge or change is 

sought. Lender reserves the right to charge an administrative fee for any such modification, 

waiver, amendment, discharge, or change of this Agreement. 

9.5 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND 

CONSTRUED UNDER THE INTERNAL LAWS (AS OPPOSED TO THE LAWS OF 

CONFLICTS) OF THE STATE OF NEVADA. 

9.6 Acquiescence Not to Constitute Waiver of Lender's Reauirements. Each and 

every covenant and condition for the benefit of Lender contained in this Agreement may be 

waived by Lender. 

Page 24 of 52


9.7 Disclaimer by Lender. (a) This Agreement is made for the sole benefit of 

Borrower and Lender (and Lender's successors and assigns and participants, if any), and no other 

person or persons shall have any benefits, rights or remedies under or by reason of this 

Agreement, or by reason of any actions taken by Lender pursuant to this Agreement. Lender 

shall not be liable for any debts or claims accruing in favor of any third parties against Borrower 

or others or against the Project. Borrower is not and shall not be an agent of Lender for any 

purposes. Except as expressly set forth in the Loan Documents, Lender is not and shall not be an 

agent of Borrower for any purposes. Lender, by making the Loan or taking any action pursuant 

to any of the Loan Documents, shall not be deemed a partner or a joint venturer with Borrower or 

fiduciary of Borrower. 

(b) Any review, investigation or inspection conducted by Lender, any 

architectural or engineering consultants retained by Lender or any agent or representative of 

Lender in order to verify independently Borrower's satisfaction of any conditions precedent to the 

disbursement of the Loan, Borrower's performance of any of the covenants, agreements and 

obligations of Borrower under this Agreement, or the truth of any representations and warranties 

made by Borrower hereunder (regardless of whether or not the party conducting such review, 

investigation or inspection should have discovered that any of such conditions precedent were 

not satisfied or that any such covenants, agreements or obligations were not performed or that 

any such representations or warranties were not true), shall not affect, or constitute a waiver by 

Lender of, (i) any of Borrower's representations and warranties under this Agreement or Lender's 

reliance thereon, or (ii) Lender's reliance upon any certifications required under this Agreement 

or any other facts, information or reports furnished Lender by Borrower hereunder. 

(c) By accepting or approving anything required to be observed, performed, 

fulfilled or given to Lender pursuant to the Loan Documents, including any certificate, statement 

of profit and loss or other financial statement, survey, appraisal, lease or insurance policy, Lender 

shall not be deemed to have warranted or represented the sufficiency, legality, effectiveness or 

legal effect of the same, or of any term, provision or condition thereof, and such acceptance or 

approval thereof shall not constitute a warranty or representation to anyone with respect thereto 

by Lender. 

9.8 Right of Lender to Make Advances to Cure Borrower's Defaults. If Borrower 

shall fail to perform in a timely fashion any of Borrower's covenants, agreements or obligations 

contained in this Agreement or the Loan Documents, Lender may (but shall not be required to) 

perform any of such covenants, agreements and obligations. Any funds advanced by Lender in 

the exercise of its judgment that the same are needed to protect its security for the Loan are 

deemed to be obligatory advances hereunder and any amounts expended (whether by 

disbursement of undisbursed Loan proceeds or otherwise) by Lender in so doing, shall constitute 

additional indebtedness evidenced and secured by the Note, the Deed of Trust and the other Loan 

Documents, shall bear interest from the date expended at the Default Rate and be payable 

together with such interest upon demand. 

Page 25 of 52


9.9 Definitions Include Amendments. Definitions contained in this Agreement 

which identify documents, including the Loan Documents, shall be deemed to include all 

amendments and supplements to such documents from the date hereof, and all future 

amendments and supplements thereto entered into from time to time to satisfy the requirements 

of this Agreement or otherwise with the consent of the Lender. Reference to this Agreement 

contained in any of the foregoing documents shall be deemed to include all amendments and 

supplements to this Agreement. 

9.10 Time Is of the Essence. Time is hereby declared to be of the essence of this 

Agreement and of every part hereof. 

9.11 Execution in Counterparts. This Agreement may be executed in any number of 

counterparts and by different parties hereto in separate counterparts, each of which when so 

executed shall be deemed to be an original and all of which taken together .shall constitute one 

and the same agreement. 

9.12 Waiver of Consequential Damages. In no event shall Lender be liable to 

Borrower for consequential damages, whatever the nature of a breach by Lender of its obligations 

under this Agreement, or any of the Loan Documents, and Borrower for itself and all Affiliated 

Parties hereby waive all claims for consequential damages. 

9.13 Claims Against Lender. Lender shall not be in default under this Agreement, or 

under any other Loan Documents, unless a written notice specifically setting forth the claim of 

Borrower shall have been given to Lender within 30 days after Borrower first had knowledge of, 

or reasonably should have had knowledge of, the occurrence of the event which Borrower alleges 

gave rise to such claim and Lender does not remedy or cure the default, if any there be, promptly 

thereafter. If it is determined in any proceedings that Lender has improperly failed to grant its 

consent or approval, where such consent or approval is required by this Agreement or any other 

Loan Documents, Borrower's sole remedy shall be to obtain declaratory relief determining such 

withholding to have been improper, and for itself and all Affiliated Parties, Borrower hereby 

waives all claims for damages or set-off against Lender resulting from any withholding of 

consent or approval by Lender. 

9.14 Jurisdiction and Venue. With respect to any suit, action or proceedings relating 

to this Agreement, the Project, or any of the other Loan Documents ("Proceedings") each party 

irrevocably submits to the jurisdiction of the state and federal courts located in Clark County, 

Nevada, and waives any objection which it may have at any time to the laying of venue of any 

proceedings brought in any such court, waives any claim that such Proceedings have been 

brought in an inconvenient forum and further waives the right to object, with respect to such 

Proceedings, that such court does not have jurisdiction over such party. 

Page 26 of 52


9.15 Severability. The parties hereto intend and believe that each provision in this 

Agreement comports with all applicable local, state and federal Laws. However, if any provision 

or provisions, or if any portion of any provision or provisions, in this Agreement is found by a 

court of law to be in violation of any applicable Law, and if such court declares such portion, 

provision, or provisions of this Agreement to be illegal, invalid, unlawful, void or unenforceable 

as written, then it is the intent of all parties hereto that such portion, provision, or provisions shall 

be given force to the fullest possible extent that they are legal, valid and enforceable, and that the 

remainder of this Agreement shall be construed as if such illegal, invalid, unlawful, void, or 

unenforceable portion, provision, or provisions were not contained herein, and that the rights, 

obligations, and interests of Borrower and Lender under the remainder of this Agreement shall 

continue in full force and effect. 

9.16 Incornoration of Recitals. The Recitals set forth herein and the Exhibits 

attached hereto are incorporated herein and expressly made a part hereof. 

9.17 WAIVER OF JURY TRIAL. BORROWER AND LENDER EACH 

HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR 

PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS 

AGREEMENT OR ANY OTHER LOAN DOCUMENT OR RELATING THERETO OR 

ARISING FROM THE LENDING RELATIONSHIP WHICH IS THE SUBJECT OF 

THIS AGREEMENT AND AGREE THAT ANY SUCH ACTION OR PROCEEDING 

SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. 

9.18 Secondary Financing. Borrower shall allow no other deed of trust (or similar 

instrument) to encumber the Project or any portion thereof, without first obtaining Lender's 

written consent thereto, which consent may be withheld in Lender's sole discretion. 

REMAINDER OF PAGE INTENTIONALLY BLANK 

Page 27 of 52


IN WITNESS WHEREOF, Borrower and Lender have executed this Agreement as of the day 

and year first set forth above. 

BORROWER: 

SPANISH IL C UNTRY CLUB, INC., 

a Nevada rofit c i 

By: 

Its: tem 

LENDER: 

JACKSON NATIONAL LIFE INSURANCE 

COMPANY (a Michigan Corporation) 

By: PPM Finance, Inc., it authorized agent 

By: 

Its: 

Page 27 of 52


IN WITNESS WHEREOF, Borrower and Lender have executed this Agreement as of the day 

and year first set forth above. 

BORROWER: 


a Nevada non-profit corporation 

By: 

Its: 

LENDER: 



By: PPM Finance I. it authorized agent 

By: 

Its: 

A 14 

-e$ 

Page 28 of 52


Exhibit A Land 

Exhibit A-1 Improvements 

Exhibit B New Improvements 

Exhibit C Sources and Uses 

Exhibit D Staged Funding 

Exhibit E Insurance Requirements 

Exhibit F Intentionally Deleted 

SCHEDULE OF EXHIBITS 

Exhibit G Management, Service and Employment Contracts 

Schedule A Current Membership List 

Page 29 of 52

EXHIBIT A-LAND 

Lot 4 of The Clubhouse and Models at Spanish Trail, file for record with County Recorder of Clark 

County, Nevada, on August 22, 1985, in Book 33 of Plats, Page 51, Official Records 

Together with a non-exclusive easement for utilities, access, ingress and egress over the property as 

contained in a document entitled Grant, Bargain, Sale Deed recorded December 18, 1986 in Book 

861218 as Instrument No. 00855, all in the Office of the County Recorder, Clark County, Nevada, which 

easement is Appurtenant to the above description. 

and 

Lots One (1) through Six (6), inclusive, of The Spanish Trail Golf Course and Residential Lots, as shown 

by map thereof on file in Book 58 of Plats, Page 76, in the Office of the County Recorder of Clark 

County, Nevada. 

Together with off-site easements for vehicular (including, without limitation, golf carts and golf course 

maintenance vehicles) and pedestrian access, ingress and egress over (a) all Master Association Property 

as said term is described in the Master Declaration of Covenants and Restrictions for Spanish Trail 

recorded March 7, 1984 in Book 1885 as Instrument No. 1844877, and re-recorded December 12, 1988 in 

Book 881212 as Instrument No. 00586, all in the Office of the County Recorder, Clark County, Nevada 

and; (b) Spanish Trail Lane, Spanish Gate Drive, Butler National Drive and Seven Oaks Way, which 

easements are appurtenant to said Lots 1-6. 

Excepting therefrom a portion of Lot Two (2) in that certain Record of Survey, performed by Lawrence 

W. Ruvo and filed in File 74 of Surveys, at Page 6 and recorded December 6, 1994, in Book 941206 as 

Instrument No. 00836, Official Records. 

and 


The Northwest Quarter (NW 1/4) of the Northwest Quarter (NW 1/4) of the Northwest Quarter (NW 1/4) 

of the Southeast Quarter (SE 1/4) of Section 27, Township 21 South, Range 60 East, M.D.B. & M., 

RESERVING THEREFROM, on behalf of Spanish Trail Master Association, a Nevada non-profit 

corporation, for its members, a permanent exclusive surface easement over the easterly forty-eight feet 

(48') and the southerly one hundred eight feet (108') of said real property for vehicle storage, including 

storage of recreational vehicles, boats, trailers, and automobiles. Spanish Trail Master Association shall 

hold and maintain said property in good appearance and repair as Master Association Property, as said 

term is defined in the Master Declaration of Restrictions for Spanish Trail, recorded with the County 

Recorder of Clark County, Nevada, on March 7, 1984, in Book 1885 of Official Records as Document 

No. 1844877, and any amendments thereto. Spanish Trail Country Club, Inc. retains the right to install 

and maintain utilities over, under, and across the easement, provided that said utilities do not interfere 

unreasonably with the use of the easement by Spanish Trail Master Association. 

And Excepting therefrom that portion of said land as conveyed to the County of Clark in a Grant, 

Bargain, Sale Deed recorded September 8, 1986 in Book 860908 as Instrument No. 00679, of Official 

Records. 

Page 30 of 52


EXHIBIT A-1 

IMPROVEMENTS 

A. 27-Hole Golf Course and Clubhouse. 

1. The Golf Course was designed by Robert Trent Jones, Jr. and consists of 

three nine-hole golf courses known as the Canyon Course, the Lake Course and the Sunrise 

Course. 

2. The Clubhouse contains approximately 50,000 square feet and includes 

formal and casual dining rooms, men's and women's locker rooms and a pro shop. 

B. The Project also includes: 

1. Driving Range, chipping and putting areas. 

2. Golf cart storage area and maintenance building(s). 

Page 31 of 52


EXHIBIT B 

NEW IMPROVEME S 

Planned Golf Course improvements 

Golf Course Features 

The focus of the improvements is to the course infrastructure. All 

design efforts have been made to protect the quality of our Robert 

Trent Jones, Jr. design. Any modifications to the design are to 

update the elements of the golf course to today's golfer and golf 

equipment. 

Greens 

The plans call for newly constructed greens to USGA 

specification. The greens will be seeded with a recommended 

variety of dominant bentgrass (dominant extreme). 

Su I if Ls 

All bunkers will be examined in terms of infrastructure (drainage, 

liners and sand) and renovated as required. New bunkers are to be 

added to hole #1 and slight alterations on holes #3 and #7. The 

changes are accented in a deep yellow on the display plans. 

All tees will be leveled as required. On certain holes, par 3's for 

example, tees will be enlarged to provide additional square footage 

for adequate turf recovery. Often the tee expansions are done to 

meet specifications of original Robert Trent Jones, Jr. design. In 

other areas, tees are enlarged in an effort to provide an added 

degree of challenge to the advanced golfer. A new forward tee is 

being added on hole #6. 

Page 32 of 52


Fairways, Approaches and 

Illunediate Roughs 

The fairways, approaches and immediate roughs will be 

completely renovated including the process of tilling to combat our 

soil compacted growing medium. All areas will be newly sodded. 

The process will include re-grading to provide adequate surface 

drainage. 

Cart Piths 

Cart paths will be extended from tee to green on every hole as well 

as expanded around tees and greens area to accommodate multiple 

golf cart or maintenance equipment traffic. The addition of cart 

paths will assist with a reduction in soil compaction. 

Landscape Features 

Tad Removal 

An approximate 10 additional acres will be removed. Those areas 

ate outlined on the display plans. The Club will receive credit for 

the turf removal at a $1.00 per square foot from the Southern 

Nevada Water Authority. The removal of the turf is in non-play 

areas and will provide an ongoing savings of water expense for the 

Club. 

Non-Turf Areas 

All non-turf areas will be renovated to provide a softer look 

consistent with the Parkland/Gamlen setting of Spanish Trail. The 

displays are simulations of "before and after" images of the new 

desired look. All new plantings will be of material applicable to 

our climate. 

rage or 52


A new drip irrigation system will be installed for all non-turf areas 

and all course trees including those in existing turf areas as well as 

new plantings. 

Trees and Dee!) Routh Arm 

The use of dormant Bermuda grass in deep rough areas of the 

course is planned to reduce maintenance and water expense during 

the winter months. However, the turf will provide a playable 

surface for the golfer. The grass will be accented by various 

plantings to achieve the overall aesthetic look of the 

parkland/garden setting.. The plan also calls for a variety of new 

tee plantings. New plantings sue viewable on the displayed plans. 

Lake and Water Features 

All Canyon course lake features will be renovated including the 

replacement of liners, shoreline and pumping equipment. The 

shorelines will be designed in a more natural look consistent with 

the overall landscaping design. To combat the issue of effluent 

water, the lakes will be designed with adequate aeration and filter 

systems along with wetland plants. 

Potable Irrigation System 

for Greens 

A new potable irrigation system isolated for greens will be 

installed for all 27 greens. The new system will include the 

renovation of Lakes #1 and #9 ponds to be used as a potable 

irrigation storage lake including a new pump house. 

Page 34 of 52


Reclaimed Irrigation System 

A new irrigation design and system is planned. The plans call for 

the replacement of the mainline piping, fittings, valves, heads, and 

controls as well as new lateral spacing for better irrigation 

coverage. The new irrigation system, besides the main pumping 

stations, replaces the existing 12 year old irrigation system 

including a 23 year old mainline pipe. 

Page 35 of 52


EXHIBIT C 

SOURCES AND USES OF FUNDS 

The Club represents that approximately Six Million Three Hundred Thousand Dollars 

($6,300,000.00) will be spent on the clubhouse renovation, Seven Million Seven Hundred 

Thousand Dollars ($7,700,000.00) on the golf course renovation, and One Million Dollars 

($1,000,000.00) for a contingency to the project as well as finance fees and/or costs and 

operating losses during construction, if any. The budgets will be revised based upon final bids 

from the respective contractors and subcontractors. In the event of a savings in final costs of the 

clubhouse renovation, the dollar savings will be used on golf course improvements as will any 

savings from the proposed contingency budget. The golf course improvements shall be 

constructed on a prioritized basis based on the items proposed for improvements in Exhibit "B" 

(golf course features — greens, bunkers, tees, fairways, approaches, immediate roughs, and cart 

paths; landscape features; lake and water features; irrigation — potable irrigation system for 

greens, reclaimed irrigation system and landscaping drip system) to comply with the proposed 

budget and best utilize potential savings from the clubhouse renovation or contingency budgets. 

The costs set forth in the following two (2) pages are the latest estimates. The total contingency 

in the final budgets shall in no event exceed $1,000,000.00. 

Page 36 of 52


Spanish Trail Golf and Country Club 

Golf Course Renovation: Phase One — Canyon Course 

Estimated Probable Construction Costs 

Dollars 

Golf Course Features: $1,700,000 

Landscaping Features $1,000,000 

Water Features: $1,000,000 

Potable Irrigation: $1,000,000 

Reclaimed Irrigation: $1,700,000 

G&A: $ 250,000 

Design Fees: $ 500,000 

Total Probable Costs: $6,900,000 

The Club represents that approximately Seven Million Seven Hundred Thousand Dollars 

($7,700,000.00) on the golf course renovation. In the event of a savings in final costs of the 

clubhouse renovation, the dollar savings will be used on golf course improvements as will any 

savings from the proposed contingency budget. 

The golf course improvements shall be constructed in a prioritized basis of the items proposed 

for improvements in Exhibit B (golf course features — greens, bunkers, tees, fairways, 

approaches, immediate roughs, and cart paths; landscape features; lake and water features; 

irrigation — potable irrigation system for greens, reclaimed irrigation system and landscaping drip 

system) to comply with the proposed budget and potential savings from the clubhouse renovation 

or contingency budgets. 

Any savings from Phase One — Canyon Course of the golf course improvements that results from 

value engineering and/or a prioritization of proposed improvements to be completed from 

Exhibit B (golf course features — greens, bunkers, tees, fairways, approaches, immediate roughs, 

and cart paths; landscape features; lake and water features; irrigation — potable irrigation system 

for greens, reclaimed irrigation system and landscaping drip system) will be used from golf 

course improvements for Phase Two — Lakes Course, on the same scope of improvements (golf 

course features — greens, bunkers, tees, fairways, approaches, immediate roughs, and cart paths; 

landscape features; lake and water features; irrigation — potable irrigation system for greens, 

reclaimed irrigation system and landscaping drip system). 

Page 37 of 52

Clubhouse: 


Spanish Trail Golf and Country Club 

Clubhouse Renovation 

Estimated Probable Costs 

Construction Costs $4,000,000 

Furniture and Fixtures $ 465,000 

Design Fees $ 275,000 

Exterior Allowance $ 500,000 

Back of the House — Fees, Equipment & Installation $ 385,000 

Lockers — Installed $ 280,000 

Low Voltage Systems $ 95,000 

Estimate of Probable Costs $6,000,000 

Contingency $ 300,000 

Total Estimated Probable Costs $6,300,000 

Page 38 of 52


EXHIBIT D 

STAGED FUNDING 

1. At Closing, Lender shall advance $5,000,000.00 to Borrower. 

2. Provided that no Default has occurred, and 30 days after written notice from Borrower 

to Lender, Lender shall advance: 

(a) $6,000,000.00 (approximately July 1, 2007) 

(b) $4,000,000 (approximately October 1, 2007, but no later than October 15, 

2007). 

Page 39 of 52


EXHIBIT E 

INSURANCE REQUIREMENTS 

PPM FINANCE, INC. PROPERTY AND LIABILITY INSURANCE REQUIREMENTS 

FOR JACKSON NATIONAL LIFE INSURANCE COMPANY revised 9/12/06* 

PPM Finance, Inc. ("PPM") is an affiliate of and authorized agent for Jackson National Life 

Insurance Company ("Mortgagee" and/or "Lender"), and as such has established the following 

insurance requirements to be complied with during the lifetime of the loan: 

REQUIREMENTS OF ALL POLICIES: 

Insureds: The Borrower's full name (as per loan documents) must be the Named Insured on all 

policies. If a third party or tenant provides coverage, Borrower must be listed as a Named 

Insured or Additional Insured on all policies required herein. 

Additional Interests: Lender must be designated as Mortgagee and Loss payee on building, 

business income, business personal property, and boiler and machinery/equipment breakdown 

coverage forms; and Additional Insured on all liability policies except workers' compensation. 

All interests must be granted in favor of 

Jackson National Life Insurance Company, 

its successors, assigns, and/or affiliates (ISAAOA) 

as their interests may appear (ATIMA) 

c/o correspondent servicer's address 

or, if PPM is to service the loan, 

do PPM Finance, Inc. 

225 W. Wacker Dr. Suite 1200 


Evidence of Insurance: Acceptable evidence of insurance shall include duplicate originals or 

certified copies of insurance policies with applicable endorsements and the following documents 

evidencing the coverage required herein: 

Building and Personal Property, Business Income, and Boiler and Machinerv/Equipment 

Breakdown: ACORD form 28. Certificate must reference the collateral property address 

and the loan number. 

Liability: ACORD form 25-S along with either ACORD form 75-S (Binder) or copy of the 

policy declarations pages and policy wording or endorsements evidencing the required 

coverage. Certificate must reference the collateral property address and the loan number. 

Notice of Cancellation: All policies and certificates shall contain a provision requiring the 

insurance company to provide at least 30 days (10 days for non-payment, of premium) written 

Page 40 of 52


notice cancellation or changes to the policy to Lender do correspondent that affect the Lender's 

interest in accordance with policy provisions or as required by law. 

Acceptable Carriers: All insurance carriers participating on all layers evidencing the required 

coverage must carry an AM Best Financial Strength Rating (FSR) of A- and a Financial Size 

Category (FSC) of IX during the entire life of the loan. Carriers not rated by AM Best must be 

approved on an individual basis. Carriers must be licensed to conduct business in the state where 

the property is located. 

PROPERTY INSURANCE REQUIREMENTS: 

Buildin and Personal Pro e / Business Income / Boiler & Machine /E ui ment 

Breakdown Coverage: Building and business personal property coverage must be written on an 

"All Risk" or "Special Causes of Loss" form (as defined by the insurance contracts) on a 

Replacement Cost valuation basis. Coverage is to include, not by way of limitation, Ordinance 

or Law (Coverage A to be a minimum of 50% of the building amount for a single building 

property or 50% of the highest .valued building in multiple location properties), Water Damage, 

and Wind. If the property has multiple buildings and is written on a Blanket Basis, the policy 

must not contain a Margin Clause. Boiler and Machinery/Equipment Breakdown coverage is to 

include, not by way of limitation, property damage, business income, extra expense and 

hazardous substance. If the Building and Boiler and Machinery/Equipment Breakdown coverage 

are provided by separate policies, a Joint Loss Agreement Endorsement should be obtained on 

each policy. 

A seismic report is required on all properties located in Seismic Zone 3 or 4 as designated in the 

1997 edition of the Uniform Building Code. Earthquake insurance is required on properties that 

exceed the tolerance levels established by the Jackson National Life Insurance Company Seismic 

Report Guidelines. 

The building and business personal property coverage limits must be for the full Replacement 

Cost of the property unless waived in writing by PPM. The policy must contain an Agreed 

Amount Endorsement or Waiver of Coinsurance Clause. Blanket policies should not contain a 

Margin Clause. The Agreed Amount Endorsement must identify the insured property by its 

street address and include business income. 

Property in Flood Zones A and V and/or all zones in the 100 year flood zone plain as determined 

by the US Army Corps of Engineers may obtain flood coverage through the National Flood 

Insurance Program (NFIP) for the maximum limits available under that program. 

Business Income Coverage is required for the loss of gross rental income and other gross 

income for an amount not less than 12 months rental income or on an Actual Loss Sustained 

form of coverage. Coverage must provide a period of restoration of not less than 12 months. If 

the tenant insures the building under a triple net lease and the lease contains a Rent Abatement 

Clause, the Borrower must carry Business Income Coverage independently from any coverage 

the tenant may provide. 

Page 41 of 52


Where property is vacant for 60 consecutive days or more, PPM is to receive a Vacancy Permit 

(ISO form CP 04 05 or a form containing equivalent language) issued by the property insurance 

carriers on each location when the vacancy rate is greater than 69% of the total net rentable 

square footage. Vacancy rate is to be defined as the percentage of space not containing enough 

furnishings to conduct customary operations. 

If any buildings are constructed, added, or significantly altered by 10% or more of the property 

value and/or affect any part of the rents, a builder's risk insurance policy is required on a 

completed value form in an amount equal to 100% of hard costs. There must be delayed income 

insurance covering not less than 12 months anticipated loss of gross income. All builder's risk 

coverage terms and conditions are subject to PPM approval. Once the project has been 

completed, the property in its entirety must comply with all the PPM insurance requirements 

stated herein. 

Acceptable maximum per occurrence deductibles are the following: 

"All Risk" or 

"Special Causes of Loss" 

Boiler & Machinery/ 

Equipment Breakdown 

Business Income 

Named Windstorm 

Earth uake 

Flood Zones A & V 

$25,000 to include water damage and wind 

except as noted below: 

$25,000 per occurrence 

LIABILITY INSURANCE REQUIREMENTS: 

72 hour 13 day) waiting period 

% of insured value — Negotiable per Loan Basis 

10% alifornia 5% Pu et Sound Hawaii and Alaska and 

5% New Madrid of insured value 

"All Risk" / "Special Causes of Loss" policy deductible not 

greater than limits offered by NFIP 

NFIP policy deductible not greater than $25,000 

General Liability: A general liability policy must be written on an Occurrence form. 

Contractual Liability must not be excluded. If the Borrower sells or serves liquor, the Certificate 

of Liability Insurance must evidence Dram Shop or Liquor Liability. Required limits: 

Bodily Injury and Property Damage $1,000,000 per occurrence 

$2,000,000 in the aggregate 

Personal and Advertising Injury $1,000,000 per occurrence and in the aggregate 

No deductible is acceptable on the general liability policy. 

Professional Liability: Healthcare Professional Liability with a minimum $1,000,000 per 

occurrence limit must be carried by all facilities providing "Assisted Living, Extended Stay, 

Rehabilitation, or Medical" services or treatments for their residents. 

Page 42 of 52


Owned/Non-Owned Automobile Liability: Coverage must be provided when Borrower has 

employees on premises and or owned vehicles used in the maintenance or services of the 

facility operations. Policy to extend to owned, hired, leased and non -owned vehicles to include, 

not by way of limitation, employee's vehicles while on company business. Required limits: 

Combined Single Limit: $1,000,000 per occurrence and in the aggregate 

or 

Bodily Injury per person $1,000,000 per occurrence and in the aggregate 

Bodily Injury per accident $1,000,000 per occurrence and in the aggregate 

Property Damage $1,000,000 per occurrence and in the aggregate 

No deductible is acceptable on the owned/non-owned automobile liability policy. 

Workers' Compensation/Employers' Liability: Coverage must be provided when Borrower 

has employees. Required limits: 

Workers' Compensation Statutory limits (State where employees are located/hired) 

Employers' Liability $1,000,000 each accident 

$1,000,000 disease policy limit 

$1,000,000 disease each employee 

No deductible is acceptable on the employers' liability policy. 

Umbrella/Excess Liability: Properties not in the Hospitality or "Assisted Living" industries 

must provide Umbrella and/or Excess Liability coverage evidencing a limit of not less than 

$10,000,000 per occurrence and in the aggregate with a Self-Insured Retention (SIR) not 

greater than $10,000 over all required underlying liability policies. PPM reserves the right to 

require higher limits from properties where liquor is sold. 

Properties in the Hospitality and "Assisted Living" industries must provide Umbrella and/or 

Excess Liability coverage evidencing a limit of not less than $20,000,000 per occurrence and in 

the aggregate with a Self-Insured Retention (SIR) not greater than $10,000 over all required 

underlying liability policies. 

Limits provided by the Umbrella/Excess Liability policies must be excess over all the policy 

extensions and the required underlying liability coverages and policies including Professional 

and Liquor Liability. 

Underground and/or Above Ground Fuel Storage Tanks: Properties that have fuel and/or oil 

storage tanks are required to carry an insurance policy covering damage to owned property as 

well as bodily injury and property damage to third parties caused by tank overflow and/or leakage 

or seepage. Coverage is to include, not by way of limitation, clean up costs. A minimum limit of 

$1,000,000 is required or limit as required by law which ever is greater. 

Page 43 of 52


The Borrower may use multiple policies to satisfy the requirements stated above as long as each 

carrier used is rated A- IX or better by AM Best and the insurance program as a whole satisfies 

all the requirements herein. No gaps of coverage between policy layers are acceptable. 

PPM reserves the right to require certified (7'RL4) and/or non-certified terrorism coverage on any 

of the coverage listed above for properties with an exposure to loss from terrorist acts as 

determined by PPM criteria. 

PPM reserves the right to require coverage for damage to owned property as well as bodily injury 

and property damage to third parties caused by mold and/or fungi and/or other environmental 

exposures where engineering and/or environmental reports would indicate an exposure. 

PPM reserves the right to modem any and all of the requirements above in accordance with 

standard practices in the lending industry as these standards may change from time to time 

Page 44 of 52


Addendum to 

PPM FINANCE, INC. PROPERTY AND LIABILITY INSURANCE REQUIREMENTS 

FOR JACKSON NATIONAL LIFE INSURANCE COMPANY revised 6/21/06 

The following is provided as a matter of information only and does not amend, extend or alter the 

PPM Finance Property and Liability Insurance Requirements for Jackson National Life Insurance 

Company revised 6/21/06. 

Actual Loss Sustained (ALS) 

Under a business income or other time element form, the value of loss due to suspension of 

business and lost income caused by physical damage to the insured property, plus expenses 

that would not have been incurred had the property not been damaged. This form of 

indemnity is based on the lost income and not on a pre-agreed amount as in per-diem 

business interruption coverage or a percentage of the business income limit as in the 

monthly limit of indemnity coverage. 

Additional Insured 

A person or entity, other than the named insured, who is protected by the policy – most often in 

regard to a specific interest. Additional insured status is granted by contracts recognized by the 

insurance carrier to be insured contracts. These are contracts covered by the contractual liability 

extension of the insurance contract. 

Agreed Amount 

A provision in a property policy under which the insurance company agrees with the insured that 

the amount of insurance purchased will automatically satisfy the coinsurance, average, or 

contribution clause of the policy. 

Boiler and Machinery / Equipment Breakdown 

Covers loss resulting from the accidental breakdown of almost any type of equipment that 

operates under pressure or that controls, transmits, transforms, or uses mechanical or electrical 

power. Examples of such equipment are steam boilers and other pressure vessels; electrical 

generating and transmitting equipment; pumps, compressors, turbines, and engines; air 

conditioning and refrigeration systems; production machinery used in manufacturing operations; 

and electrically powered office equipment such as computers, telephones systems and copiers. 

Although the types of equipment listed above are covered under the building and personal 

property policy, it covers such equipment only against the perils covered by the form. The 

building and personal property form excludes electrical breakdown, mechanical breakdown, and 

steam boiler explosion, all of which can damage the equipment and property around it. Boiler 

and machinery/equipment breakdown coverage can fill this gap, covering the physical damage to 

both the covered equipment and other damaged property. Boiler and machinery/equipment 

breakdown insurance can also cover business income, extra expense, and other consequential 

losses resulting from the physical damage. 

Page 95 of 52


Coinsurance Clause 

A provision in most building and personal property, and business income policies that requires 

property to be insured at a specified percentage of its full value (usually 80%, 90% or 100%). If 

it is determined at the time of a loss that the insured carried inadequate limits, the payment for 

the loss will be a percentage of the total loss amount. The loss payment is calculated by dividing 

the actual insured amount by the required amount. 

Contractual Liability 

Contractual liability insurance covers all contracts not specifically excluded by the policy that are 

entered into by the named insured in which he agrees to assume the liability of another. It is 

common in lease agreements for one party to assume the tort liability of another party to pay for 

bodily injury or property damage to a third person or organization. Tort liability means a liability 

that would be imposed by law in the absence of any contract or agreement. These provisions are 

sometimes referred to as a hold harmless and indemnity agreements. To assume the liability of 

another, regardless of extent, is a voluntary undertaking, which increases the insured's exposure 

to loss. A general liability policy generally provides contractual liability coverage subject to 

certain exclusions. 

Joint Loss Agreement 

An endorsement to a boiler and machinery/equipment breakdown policy that prorates the policy 

limits with another building and personal property policy when both policies provide coverage on 

a similar basis. It is generally mirrored by an endorsement on the building and personal property 

policy. When a loss is payable, the insurer determines whether and to what extent it is a boiler 

and machinery/equipment breakdown or a building and personal property loss. This endorsement 

avoids confusion as to who should pay a loss if the circumstances do not clearly indicate what 

originated the loss. Fire damage is a particular example where the cause of the fire cannot always 

be easily determined. 

Lender's Loss Payee 

The person or entity named in a lender loss payable clause to who insurance proceeds are to be 

paid in the event of damage to property. The Lender Loss Payee clause grants the Lender rights 

of recovery, which cannot be defeated by any act or neglect of the insured. This clause forms 

part of the business income form and serves a similar purpose as the mortgagee clause on the 

building and personal property form. 

Liquor Liability: 

Dram Shop Liquor Liability: Coverage for claims arising under dram shop laws, which impose 

liability on owners of taverns or other places where liquor is sold to be drunk on the premises, for 

third-party injuries caused by an intoxicated patron. 

Host Liquor Liability: A liability form that covers individuals or organizations (not engaged in 

the business of distilling, selling or distributing alcoholic beverages) that sponsor or host events 

where liquor is served. Coverage is provided for injury or damage caused by an intoxicated 

person to whom the insured served liquor. 

Page 46 of 52

Limits: 


Occurrence Limit: The maximum limit of insurance coverage for the payment of all claims 

arising from any one incident. It covers injury or loss that occurs during the policy period, 

regardless of when the claim is first made. This is in contrast to the more narrow claims made 

limit, which only provides coverage for an injury or loss if the claim is first reported or filed 

during the policy period. 

Aggregate Limit: The maximum coverage under a liability policy during a specified period of 

time—usually one year or the policy period—regardless of the number of separate losses that 

may occur. Losses paid under coverage subject to aggregate limits reduce the amounts available 

for future losses. Aggregate limits may apply to a specific type of coverage, or they may apply to 

all losses under the policy. 

Margin Clause 

A margin clause imposes a cap on loss recoveries for each covered location equal to a percentage 

of the values declared for the location. If replacement costs are more than the percentage in the 

margin clause, the insured is penalized for underreporting the value of the property. Sometimes 

the margin clause applies only to real property, but not always. Policies with such clauses are 

frequently sold as blanket policies, but are still subject to a margin clause. 

Mortgagee 

Mortgagee is a person or entity designated in the insurance contract or certificate of insurance to 

receive loss payments under the conditions described in the mortgagee clause. This clause is a 

policy condition or an endorsement attached to a fire or other direct damage policy that covers 

mortgaged property, specifying that the loss reimbursement will be paid to the mortgagee as the 

mortgagee's interest may appear; that the mortgagee's rights of recovery will not be defeated by 

any act or neglect of the insured; and giving the mortgagee other rights, privileges, and duties. 

Named Insured 

An individual, business or organization that is specified in the declarations by name as the 

insured(s) under a policy. Other insureds may be covered without being named, but may be 

included for coverage as insureds or additional insureds by other provisions (e.g., the policy 

definitions). The named insured is responsible for premium payments, receipt of notices, and 

adjustment of losses. 

Named Windstorm 

Windstorms that carry sufficient velocity to be named by the National Weather Center. 

Hurricanes and Typhoons are Named Windstorms. 

Ordinance or Law Coverage 

Coverage extension for a building damaged by a peril covered by the property policy in the 

event that the enforcement of any building, zoning, or land use law results in costs greater 

than normal replacement. The endorsement provides three coverages: (A) Loss to the 

Page 47 of 52


undamaged portion of the building; (B) Demolition and debris removal costs; and (C) 

Increased cost of construction. This coverage will protect the property owner in cases 

where building codes are changed after a loss reveals code deficiencies. 

Replacement Cost Valuation 

Replacement cost valuation values the property according to the cost of replacing it with property 

of a like kind and quality. The cost to replace property at its current price with no deduction for 

depreciation. 

Self-Insured Retention (SIR) 

A potential loss assumed by an entity that is not insured. The SIR differs from a deductible 

because the insured performs all the functions normally undertaken by an insurance company for 

losses within the SIR, including claims adjusting and audits, funding and paying claims, and 

complying with applicable state and federal laws and regulations. 

Terrorism Insurance – Certified (TRIA) and Non-Certified 

Certified terrorism insurance policies are backed by the Terrorism Risk Insurance Act (TRIA), 

which established a temporary federal Terrorism Insurance Program that provides for a system of 

shared public and private compensation for insured losses resulting from certain acts of 

terrorism. TRIA defines act of terrorism to mean any act that is certified by the Secretary of the 

Treasury to be an act of terrorism resulting in damage within the United States. The act must be 

committed by a foreign person or on behalf of foreign interest. 

Non-Certified terrorism insurance provides coverage for acts of terrorism that are not certified 

acts of terrorism under TRIA. Non-Certified insurance provides coverage for acts perpetrated by 

an US citizen or on behalf of an US interest. It does not require the certification of the Secretary 

of the Treasury to deem a loss an act of terrorism before coverage is granted. 

Umbrella/Excess Liability: 

Though Umbrella and Excess Liability are sometimes used interchangeably, the difference 

between the two coverages is as follows: 

Umbrella Liability: A special liability policy that serves three main functions – provide high 

excess coverage over a primary or underlying liability policy; provide broader coverage than the 

primary liability policy, usually excess of a self-insured retention; and provide a drop-down 

feature that automatically replaces coverage provided by underlying policies when they are 

reduced or exhausted by losses. 

Excess Liability: Insurance coverage that is written in excess of primary insurance. It is 

designed to increase the limits of liability, thereby providing catastrophe coverage. It does not 

respond to a loss until the amount of the loss exceeds (or exhausts) any existing primary policy 

limits. 

Page 48 of 52


Vacancy Permit 

Consent from a property insurance company for an insured to maintain coverage on a building 

that has been vacant or unoccupied (more than 69% of total square footage) beyond the limitation 

period specified in a policy (usually 60 consecutive days). It is an endorsement issued by an 

insurer after the insured gives notice that the property will be vacant beyond a specified time, 

which waives the vacancy provisions. Usually, the permit is granted free of charge when the 

structure is in an area with satisfactory fire protection. 

Water Damage 

Damage caused by water that backs up or overflows from a sewer, drain or sump; surface water, 

overflow of any body of water, flood, waves, tides or their spray all whether driven by wind or 

not; water under the ground surface pressing on, or flowing or seeping through foundations, 

walls, floors or paved surfaces; or basements, doors, windows or other openings. 

Page 49 of 52


EXHIBIT F 

INTENTIONALLY DELETED 

Page 50 of 52


EXHIBIT G 

MANAGEMENT, SERVICE AND EMPLOYMENT CONTRACTS 

Page 51 of 52

7-10-06; 2:49PMICOX Buisinese Service ;702 435 3069 0 I, 

Cust. Acct. N 

I Tax ID No.: 

(or SS fi) 

Business 

Services- 

Customer Information 

Company Name: Spanish Trail Country Club 

Street Address: 7345 W. Hacienda Ave 

Cky/State/Zip: Las Vegas, NV. 89113 

Main Phone: 367448 

Siang Address: SAME 

City/Stale/Zip: 

Non-profs/ Tax Exempt: 

Dater 7/10/2006 

AE Name & ID: Stephen R. Cherry 

AE Direct Phone 702-384-8084 x1201 

-435-4450 

Autho 1:7-7; us Omer Representative Information 

Name: Rose Cabano 

Business Phone: 367-4488 

Business Fax 221-9180 

• E-mail Address : 

Additional Contact Name: Jon Valentine 

Additional Contact Number: 

New 

New 

CBI 1.5M/384k 

Modem Purchase 

1 $ 109.99 36 Months $109.99 _ 

30.00 

$99.99 

$79.99 

New 

anded Basic Video $42.49 Waived 

New Static IP's 

Waived 

Promo ID: Total $192.48 $179.98 

The undersigned sap earns dot nellidte 

Agneeenve indent the 

lenaturdon 


,.1--lif!.:41'.`4.■ 31 

Needs to run 152' EMT along the wall and dirt trench 30 to tie. Want to request Troy MC Communications for install. 

Service going to...Spanish Trail Country Club Golf Maintenance Facility 

b the Augladred Wooer Representalive identeed above end Is authorized lo sign this krealewe on briar of Custom for Vs oinks as ens 

Thb 1.eereent Rinds Customer to the Rates, Terms end Osmaticas of Saabs bolicable to each of the swans odorsod abase, bobbing any 

unite sdedad shove Ise prodded W Cox limb bloc" MC. aria tat axe swWww We Weak NAOS la sites Ism end 

Nevada Public Mks Comnisson and* lie Fedend Conmtunicadons Corandokm, end Oat so% MEM= tray Change boa Vine 

tekoonnomicaRons sent" suds moon Owl te profiled persoant h31he Coe Ouslomer Swabs Pereernore Men wag be load 

Al Sernos are oddest to Me Terns and (Wa gons al Pago263altached herein. Irdernet, Om; Orb Haab, 

are Silken is acmosable llee Reda bated at ideidalMeldditalatedindeedlailatikWn23=011 110 Cudower 

to erect croft and des Arwood I snort to mat ammo( Maas do not Induce NORM Wes, fen, asuesnients or 

Communications tai Vegas. Inc. 

Om Noma Tekom, 

Service Agreement Build* v2.0 6/14106 

1


COMMERCIAL ACCESS AND SERVICE AGREEMENT 

(License) 

This Commercial Access and Service Agreement ("Agreement") is entered into by and between Cox 

Communications Las Vegas, Inc. ("Cox") and Sluttish Trail Country Club. Inc ("Owner"). Owner holds title to, 

or is the authorized agent of the titleholder of that certain teal property located at 7345 W. Hacienda Ave, and 

further identified by the Clark County, Nevada, Assessor's Parcel Number 16327701001 ("Property"). Owner and 

Cox desire to enter into this Agreement providing for the installation of certain facilities by Cox necessary to deliver 

services to the Property under the terms and conditions herein. 

1. Grant of Access and License. Owner hereby grants to Cox permission to install and maintain its service 

distribution facilities as defined hereunder ("Facilities") on the Property to provide services including video, data, 

cable, information, and other broadband and telecommunications services ("Services") to Owner, Owner's tenants 

and/or other persons occupying the Property ("Tenants"). Owner further grants to Cox a non-exclusive License and 

the right to enter the Property to install, connect, disconnect, transfer,. service, remove or repair the Facilities. Upon 

termination of Cox's provision of Services to the Property, Cox may at its option enter upon the Property and 

remove the Facilities. Cox's right to enter upon the Property for the purpose of removing the Facilities shall survive 

termination of this Agreement At Owner's written request, however, Cox shall remove the Facilities (excluding 

"Internal Wiring" (defined below), and any subterranean conduit or vault Facilities, which may remain in place, 

within ninety (90) days after termination of this Agreement. 

2. Ownership of Facilities. Except for Internal Wiring, the Facilities are and shall remain the sole and exclusive 

property of Cox and shall not become fixtures of the Property. Internal Wiring is defined as the wiring, ports and 

outlets located within a commercial unit receiving Services back up to the demarcation point. The demarcation 

point in the case of telephone Services is the building's minimum point of entry, and for all other 

telecommunications, cable, and information Services is that point roughly twelve (12) inches outside of the Tenant's 

individual commercial unit. 

3. Obligations of Cox. Cox agrees: (i) to pay for all materials and labor necessary to install its Facilities, which 

include all on-site and off-site transmission equipment, equipment cabinets, conduit, lines, fiber, wires, cable, fiber 

interfaces, cabling interfaces, patch panels and cords, routers/bridgers, fiber transceivers, test equipment, power 

interfaces, pipes, sleeves, pads, vaults, manholes, handholes, markers, enclosures and other equipment, structures 

and improvements installed for and/or used in the distribution of Services to Tenants; (ii) to keep the Property free 

of liens resulting from the installation of the Facilities; (iii) prior to installation and at request of Owner, provide 

Owner with its installation plan ("Installation Plans"); (iv) to repair any damage to Owner's landscaping, personal 

Property or underground facilities located on the Property (including any necessary replacements), if such damage 

results directly from Cox's installation of the Facilities, and to restore the Property to as near its condition prior to 

installation of the Facilities as may be practicable to Owner's reasonable satisfaction; and (v) to obtain all necessary 

governmental authorizations for the construction and operation of the Facilities on the Property and to perform such 

construction in accordance with the Installation Plans. 

4. Obligations of Owner. Owner shall have no responsibility for the Services provided by Cox to Tenants or for 

the proper functioning of the Facilities. Owner agrees: (i) not to use or knowingly permit others to use the Facilities 

or any equipment that interferes with the Facilities' operation; (ii) not to move, disturb, or alter the Facilities or 

knowingly permit any third party to do so without Cox's prior written consent; (iii) that this Agreement and Cox's 

rights granted herein shall be binding upon Owner's successors and assigns; (iv) to notify any successor Property 

owner of Cox's rights under this Agreement; (v) that Owner has full authority to execute this Agreement and grant 

the rights herein granted and there are no prior or existing agreements, nor will there be any agreements during the 

Term, that would be breached by the execution by Owner of this Agreement or by Cox's provision of the Services; 

(vi) to execute a "Memorandum of Agreement" to evidence Cox's rights hereunder. 

5. Purchase of Services. It is specifically understood that this Agreement is not a Service provision agreement 

between Owner and Cox, that the Agreement makes no obligation of Owner to purchase any Service from Cox, and 

that provision of Services to Owner or Tenant(s) will be by separate agreement between Cox and Owner, or Cox 

and Tenant(s).


6. Indemnification. Cox agrees to indemnify, defend and hold Owner harmless from all claims, suits, proceedings, 

liabilities, losses, costs, damages, and expenses, including reasonable attorneys' fees (the "Claims") for personal 

injury or property damages arising out of (i) Cox's negligence in the installation or removal of the Facilities; or (ii) 

Cox's breach of this Agreement. Owner agrees to indemnify, defend and hold Cox harmless from all Claims arising 

out of (1) the renting, leasing or purchasing of space at the Property, (ii) injuries or damage to Cox's employees, 

agents or the Facilities arising out of the negligent acts or omissions of Owner, its agents or employees; or (iii) 

Owner's breach of this Agreement. This Section 6 (Indemnification) shall survive the expiration or termination of 

this Agreement. 

7. Term. The "Term" shall continue for an initial period of seven (7) years from that latter date of acceptance as 

evidenced by the parties' signatures hereon. Thereafter, the Term shall continue for as long as Cox is providing 

Services to any Tenant. The foregoing notwithstanding, Cox may terminate this Agreement if Cox is unable to 

provide any Services because of any law, rule, regulation or judgment of any court, or any similar reason beyond the 

reasonable control of Cox, or if the applicable franchise or licenses are assigned, terminated, surrendered or revoked 

for any reason. 

8. Default. If either party fails to perform any material obligation and such default is not cured within thirty (30) 

days after written notice from the other party, the non-defaulting party may immediately terminate this Agreement 

by providing written notice to the defaulting party. 

9. Subordination. This Agreement is subordinate to any mortgage or deed of trust now of record against the 

Property. 

10. Insurance. Cox shall maintain (a) comprehensive general liability insurance (with a policy limit of at least 

$2,000,000) to protect Owner against bodily injury or property damage resulting from the installation, operation or 

maintenance of the Distribution System on the Premises and (b) Workers' Compensation insurance in statutory 

amounts, Owner shall be an "additional insured" under such general liability insurance coverage. 

11. Miscellaneous. This Agreement is the entire understanding between the parties and supersedes any prior 

agreements or understandings related to this subject matter, whether oral or written. This Agreement may not be 

amended except in writing signed by both parties. Cox may assign this Agreement, in whole or part, to (i) to any 

affiliate; (ii) any entity merging with or acquiring substantially all of, the assets of Cox or (iii) any 

telecommunications or information carrier providing Services to Tenants. Notices shall be sent by United States 

Certified Mail or nationally recognized courier to the address set forth below. This Agreement shall be governed by 

the laws of the state where the property is located. 

COX: OWNER: 

Cox Communications Las Vegas, Inc. Spanish Tra ntry Club, Inc 

Signature: Signature: 

Name: Al McConnell Name: 

Title: VP of Sales Title: C'e°061 NA l kt44 c..-c - f /C 0 0' 

Date: Date: 1'5.'0(3 

Address: 121 S. Martin L. King Blvd. Address: 5050 Spanish Trail La 

City/State/Zip: Las Vegas, NV 89106 City/State/Zip: Las Vegas, NV 89113 

Phone: (702) 3844084 Phone: '70 2, 3b tf-gt;1/4S-0 r. i o 0 6


Assessor's Parcel Number(s): 

16327701001 

MBAZECQBalia&BAMERI1MMi 

Cox Communications Lai Vegas Inc. 

Atta: Access Development 

121 S. Martin Luther King Blvd. 

Las Vegas, NV 89106 

MEMORANDUM OF AGREEMENT 

Please take notice that Spanish Trail Country Club. Inc ("Owner") and Cox Communications Las Vegas, Inc. 

have entered into a Commercial Access and Service Agreement (the "Agreement") dated 

2006 which, in accordance with its terms, entitles Cox to provide video, data, cable, information, and other 

broadband and telecommunications services throughout the property located at 7345 W. Hacienda Ave ("the 

Property"), further identified by the Clark County Nevada Assessors Parcel Number noted hereon. Among other 

things, the Agreement provides Cox with the rights of ingress and egress to the property necessary or useful to 

provide such services and maintain its facilities and provides for ownership of the facilities on the Property used in 

providing such services. The Agreement binds any successors and assigns of the Owner in accordance with its 

terms. A copy of relevant provisions of the Agreement will be provided to any property interested person upon 

written request. 

Cox requests that it receive notice of any pending trustee or foreclosure sale or receivership, bankruptcy or other 

proceeding affecting the property, sent to the address above. 

COX: GRANTOR: (...\ 

Signature: Signature: 

Print: Al McConnell Print fip ci% t-o■ c... (70-L7.-0 

Title: VP of Sales Title: (...7e...) ( ( /C° 

AN21.421.E.XXQB EW, D N WING T PAGE


Memorandum of Agreement 

Cox Communications Las Vegas, Inc. and Spanish Trail Country Club, Inc 

Clark County Assessors Parcel Number(s): 16327701001 

STATE OF 1‘6"" 

COUNTY OF CIPS-1– 

WITNESS my haxindaftial seal. 

NOTARY PUBLIC 

STATE OF NEVADA 

= ortfACIork 

RAY 

Appt. No, 94-4796-1 

My Apt Elgin Jinn 22.2010 

OWNER ACKNOWLEDGEMENT 

On VA1 , 24)0 Co , before me, the.undersigned, a Notary Public in and for said 

County and State, personally appeared elovistnt J IA ti_o , personally lmown to me 

or proved to me on the basis of satisfactory evidence to be the person(s) whose Name(s) is/are subscribed to the 

within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized 

capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of 

which the person(s) acted, executed the instrument. 


COUNTY OF CLARK 

NOTARY PUBLIC 

COX ACKNOWLEDGEMENT 

On , before me, the undersigned, a Notary Public in and for said 

County and'State, personally appeared Al MeConnsll , personally known to me or proved to me 

on the basis of satisfactory evidence to be the person(s) whose Name(s) is/are subscribed to the within instrument, 

and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by 

his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, 

executed the instrument. 

WITNESS my hand and official seal. 

NOTARY PUBLIC


.10/ '31/208S 14:44 7023640356 SPANISH TRAIL CC PAGE 02/06 

CLUBHOUSE ONLINET14 AGREEMENT 

This Agreement is made as of Monday, October 31, 2005 ("Effective Date") and sets out the tams upon which 

Gary Jonas Computing Ltd. ("we" or "us") shall provide to the undersigned ("you") (i) set-up and configuration 

services (the "Set-up and Configuration Services") is connection with your ClubHouse Online" website (the 

"Website"), and (ii) Website hosting and Internet-based access to the Website (the "Hosting Services", collectively 

with the Set-up and Configuration Services, the "Services.), each as further deacTibed in this Agreement This 

Agreement is comprised of this signature page and the attached General Terms and Conditions. 

Pees Payable By Yap: 

Installation Fee • $1000 

Annual Fee for Hosting Services 

• S3000 (S750/quarter) 

Special Terms: 

The Installation Fee is payable by you upon the Effective Date. The Annual Fee for Hosting Services is payable by 

you upon the activation date of the Website and is paid every three (3) months in advance. We will notify you at 

least thirty (30) days prior to any change to the Annual Fee for Hosting Services payable by you. 

Clublffouse Onlinem Paekaees Offered; 

Website Features Offered: 

q Basic Package 

\N Premium Package 

DI Online Tee Time Reservation Only 

7 

Member Statements 

Ci Additional Modules 

Roster CO Reservations C4 

Calendar ►7.'? Executive Dashboard CI 

Newsletter Eg 

E-mail Marketing Ei 

Domain Name to be Used for the Website: 

wwwspanishtrailec.com ) You require ns to obtain the domain name on your behalf. q 1


30/31/2805 14:44 70236403% SPANISH TRAIL CC PAGE 83/66 

By signing below, each party acknowledges it has read and understood the terms of this Agreement arid agrees to be 

bound by them. 

• Spanish Trail Country Club 


Las V NV, 89113 

Atm 

Printed Name and Title 

(.7eftYPfc.A ttewav r o 

(do CSI Distribution) 

Gary Jonas Computing Ltd. 

125 Mural Street, Ste. 100 

Richmond Hill, Ontario 

L4Bdada 

Authorizedignature 

, 

3"-a-,1 

• Printed Name and Title 

GENERAL TERMS AND CONDITIONS 

I. SET-UP AND CONFIGURATION SERVICES 

C.,oat 

We will (i) set-up and configure the Website using the trade-marks, logos and other materials and content that you 

provide to ns for to include on the Website ("Your Content"), (ii) obtain, on your behalf, a domain name for the 

Website, provided that you (A) reimburse us for any domain. name registration fees we pay on your behalf to the 

applicable domain name registrar, and (B) acknowledge and agree that we will not be responsible for your domain 

name registra don and we will not take further any action to maintain your domain name registration or pay any fees 

in connection therewith, and (iii) provide to you four (4) contiguous hours of training to demonstrate the Website 

and the website features requested by you, at a mutually agreeable time and location. We reserve the right to reject 

any of Your Content if it not consistent or compatible with our current template for ClubHouse Online* , websites. 

We arc not responsible under this Agreement for verifying the accuracy, suitability, or currency of Your Content. 

We well include on the Website those website features requested by you, as set out on the signature page to this 

Agreement. We will perform the Set-Up and Configutadon Services in a diligent and professional manner in 

accordance with this Agreement. Other than 'Your Content, we shall retain our ownership of the Website and all 

intellectual property therein. 

2. HOSTING SERVICES 

The Hosting Services will commence once the Webalte has been accepted by you in writing and will continue, 

provided you have paid the Annual Fee for Hosting Services, until terminated in accordance with section 7 of this 

Agreement. The Hosting Services are intended your internal business purposes only and may not be resold by or 

obtained for the benefit of any other party other than your members, without our prior written consent. If you have 

paid the Annual Fee for Hosting Services, we will also provide you with telephone support relating to Website 

during our regular office hours of 8:30 a.m. to 5:00 p.m. 'Ills telephone assistance will consist of explanation of 

functions and features, guidance in the operation and error analysis and correction of the Website. You 

acknowledge and agree that telephone support is not to be used for educational or training purposes. 

3. CONSENTS 

You shall obtain and maintain in effect, all consents, approvals and licenses which may be necessary for us to 

perform the Services hereunder including any consents required to provide your members' personal information or 

other data to us and to permit us to collect, use and disclose your members' personal information in the course of 

performing the Services, and to display all Your Content on the Website. 

TOR.A2131,71111/3.1


16/B112805 14:44 7E12364E1356 SPANISH TRAIL CC. PAGE 05%06 

7. TERMINATION 

Either party may terminate this Agreement for convenience and without penalty upon sixty (60) days prior written 

notice to the other party. If we provide written notice to you of a change to the Annual Fee for Hosting Services 

payable by you and you do not agree with such change, you may terminate this without penalty upon immediately 

upon written notice to us. In the event that you fall to pay any sunount when duc under this Agreement and such 

failure shall continue for a period of thirty (30) days after receipt of written notice from us, we may in our sole 

discretion terminate this Agreement, the Hosting Services or, we may suspend access to the Websitc until all past 

due amounts together will applicable interest have been paid in Ea Upon the termination of this Agreement for any 

reason whatsoever, each party shall return to the other party all confidential information made available pursuant to 

this Agreement. The applicable provisions of Sections 1, 4, 5, 6, 7, 8, 9 and 10 shall survive termination or 

expiration of this Agreement together with such other provisions of this Agreement which expressly or by their 

nature survive tcrtnination or expiration. 

8. DISCLAIMER 

WE PROVIDE SERVICES AND THE WEESTTE TO YOU ON AN "AS IS" BASIS AND WE DISCLAIM ALL 

REPRESENTATIONS, WARRANTIES OR CONDITIONS, AND EXPRESSLY WAIVES ALL 

REPRESENTATIONS, WARRANTIES OR CONDITIONS NOT SPECIFICALLY SET FORTH IN THIS 

AGREEMENT INCLUDING BUT NOT LIMITED TO IMPLIED REPRESENTATIONS, WARRANTIES OR 

CONDITIONS OF MERCHANTABLE QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND 

THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM COURSE OF DEALING OR USAGE 

OF TRADE. WE DO NOT REPRESENT OR WARRANT THAT THE WESITE WILL MEET ANY OR ALL OF 

YOUR PARTICULAR REQUIREMENTS, THAT THE HOSTING SERVICES WILL BE ERROR-FREE, 

UNINTERRUPTED, SECURE .OR MEET ANY SPECIFIC PERFORMANCE STANDARDS OR THAT ALL 

PROGRAMMING ERRORS IN THE WEBSITE CAN BE FOUND IN ORDER TO BE CORRECTED. 

9. LIABILITY 

OUR AGGREGATE LIABILITY ARISING IN ANY MANNER IN CONNECTION WITH THE SERVICES, 

THE WEBSITF, OR ARISING our OF ANY ACT OR OMISSION BY US IN CONNECTION WITH THIS 

AGREEMENT SHALL BE LIMITED TO THE AGGREGATE OF THE FEES PAID BY YOU TO US 

PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTH PRIOR TO THE FIRST EVENT 

GIVING RISE TO LIABILITY, PROVIDED THAT IN NO EVENT SHALL WE BE LIABLE FOR ANY 

INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR FOR LOST 

PROFITS OR REVENUES, HOWEVER CAUSED, EVEN IF WE HAVE BEEN ADVISED OF THE 

POSSIBILITY OF SUCH DAMAGES. THE FORGOING LIMITATIONS APPLY REGARDLESS OF THE 

CAUSES OR CIRCUMSTANCES GIVING RISE TO THE CLAIM EVEN IF SUCH CLAIM IS . BASED. ON 

NEGLIGENCE OR OTHER TORTS OR BREACH OF CONTRACT INCLUDING, FUNDAMENTAL BREACH 

OR BREACH OP A FUNDAMENTAL TERM. 

11311_^24:117114:21.1


i 31/2665 i 4 : 4 4 M2:1640356 SPANISH TRAIL CC PAGE 8616e. 

10. GENERAL 

TORAlartUtX, 

(a) This Agreement contains the entire agreement between the parties in respect of its subject matter 

and supersedes all prior agreements, negotiations, representations and proposals, whether oral or 

written. 

Neither party may assign or transfer this Agreement without the prior written consent of the other 

patty, such consent not to be unreasonably withheld, except that we may assign this Agreement to 

one of our affiliates. 

The invalidity or unenforceability of any provision of this Agreement or any covenant herein 

contained shall not affect the validity or enforceability of any other provision or covenant hereof 

or herein contained and any such invalid or unenforceable provision or covenant shall be deemed 

to be severable. 

Unless the context clearly indicates otherwise, words used in the singular include the plural and 

words used in the plural include the singular. AU headings arc included solely for convenience 

and do not affect interpretation thereof. Where used in this Agreement, the word Including" shall 

be deemed to mean "including without limiting the generality of the foregoing". 

The panics shall at all times remain independent parties and neither party or its employees or 

officers shall be deemed to be the agent, servant, employee, partner or joint venturer of the other 

parry and each party and its employees shall always remain independent of the other parry. 

Neither party shall be responsible for any failure to perform or delay in performing any of its 

obligations under this Agreement due to reasons beyond its reasonable control. 

This Agreement shall be governed by and construed in accordance with the laws of the Province 

of Ontario and the laws of Canada applicable therein.


18/31/20135 14:44 7623640356 SPANISH TRAIL CC PAGE 64, a'E, 

4. FEES 

You shall pay us the fees payable under this Agreement as set out on the signature page. You are responsible for all 

goods and services tax, retail sales taxes and all other federal, state, provincial and municipal taxes arising in 

connection with the amounts payable by you under this Agreement Any amount payable under this Agreement 

shall be paid by you within thirty (30) days of the date of such amount is payable. In the event that you do not pay 

an amount in full within such thirty (30) day period, we may charge you interest on the outstanding portion of such 

amount payable, at the rate of 1.75% per month or 21.34% per annum, until such time as the outstanding amount is 

paid. In addition, you agree to pay all collection costs and reasonable legal fees incurred by us as a result of your late 

payment or non-payment 

5. CONFIDENTIALITY 

Each party (the "Receiving Party") shall maintain the confidentiality of all confidential information disclosed to it 

by the other party (the "Disclosing Party") and shall not disclose, copy or use any such confidential infonnation 

except as contemplated by this Agreement The foregoing shall Dot apply to information which was already known 

by the Receiving Party from a source other than the Disclosing Party prior to its disclosure by the Disclosing Party, 

or is independently developed by the Receiving Party or is, or becomes, publicly known otherwise than by reason of 

a breach of this Agreement by the Receiving Party. The Receiving Party may disclose information to its employees, 

directors, advisors and subcontractors on a need-to-how basis. The Receiving Party may also disclose confidential 

information where required by legal or regulatory authority, provided that, if not forbidden to do so by such legal or 

regulatory authority, it will inform the Disclosing Party prior to such release and allow the Disclosing Party a 

reasonable opportunity to appeal or dispute such disclosure requirement. 

6. INDEMNITY 

We shall defend you against any claim by a third party that the use of the Website in accordance with this 

Agreement infringes any intellectual property right enforceable in Canada and shall pay all damages and expenses 

that a court finally awards in connection therewith or the amount of any settlement agreed to by us. You shall defend 

us against any claim by a third party that the Your Content infringes any intellectual property right enforceable in 

Canada and shall pay all damages and expenses that a court finally awards in connection therewith or the amount of 

any settlement agreed to by you. In each case the indemnified party must promptly notify the indemnifying party of 

such claim in writing and reasonably co-operate in the defence and settlement of such claim. The indemnifying party 

shall have the right to control the defence and settlement of such claim. The indemnifying party shall not be liable to 

reimburse the indemnified party for any settlement of such claim made by indemnified party or for any legal fees or 

expenses incurred by the indemnified party in connection with such claim, without the indemnifying party's prior 

written consent. In the event that an infringement claim is made or in the indemnifying party's opinion is likely to 

be made, it may at its option procure the right for indemnified party to continue using the infringing item or modify 

it to make it non-infringing. If neither of the foregoing alternatives is available on commercially reasonable terms, 

having regard to the context of this Agreement, the indemnifying party may require the indemnified party to 

discontinue all further use of the infringing item. If we so requite you to discontinue further usc of all or part of the 

Website, we shall refund to you the amount of the Statt-up Pees paid by you to us under this Agreement for 

discontinued items less depreciation applied on a straight line basis over a period of five (5) years from the Effective 

Date.


Desert Aquatic Management Inc. 

Project: Spanish Trail Country Club 

Owner: Spanish Trail Country Club 



Waterscape Management 

Work Authorization Contract 

The owner of the above waterscape system wishes to engage the services of Desert 

Aquatic Management Inc. to manage and maintain the lake system(s) in a mutually 

acceptable condition. Acceptable condition provides for the reduction and control of 

weed and algae growth within the defined system(s) as agreed upon both parties. 

Basic Responsibilities of Desert Aquatic Management Inc. 

1. Check water quality, algae and weed growth two times per week. Chemically treat 

undesirable algae or plant growth. This includes furnishing all chemicals used except 

defoamers required because of vandalism. 

2. Work with Owner's representative in establishing reasonable and achievable 

management goals. 

3. We have 24 hour-seven days a week emergency service through our answer/paging 

service. 

4. In any Lake system, operation may indicate that changes in the lake system 

equipment could result in more efficient operation. If changes or repairs are required 

or desirable to solve certain problems, we would submit our recommendations for 

consideration by the owner. 

7500 St Lake Mead. 9.280. Las Vegas. NV 89128 • (800) 2144783 • Fax (800) 2144783 • 44489 Town Center Way, D462. Palm DeSert, CA 92260


WATERSCAPE MANAGEMENT 

WORK AUTHORIZATION CONTRACT 

PAGE 2 

S ecific Exclusions From Basic Res I I nsibiliti of Desert A uatic Mana ement Inc. 

and Basic Set Fee: 

1. Repair and replacement costs on equipment. 

2. Water and electrical costs. 

3. Taxes. 

4. Vandalism related costs, including any necessary defoamers or cleanup. 

5. Periodic draining, dredging and/or major cleaning jobs dictating by uncontrollable 

conditions not directly attributable to Desert Aquatic Management Inc. 

6. Special emergency calls. 

7. Certified tests, meetings, reports, etc. which might be required by regulatory 

agencies. 

Cha es for Basic Res onsibilities of Desert A uatic Mana ement Inc. 

Desert Aquatic Management Inc. charges for the Basic Responsibilities shall be the lump 

sum of $2850.00 (Two thousand eight hundred fifty and no/ 100 dollars) per month, 

payable upon the submission of invoices as covered under Terms and Conditions. 

Charges for Extra Work: 

1. Emergency Calls- $75.00 for up to two (2) hours per request 

$50.00 for each additional hour. 

2. Outside Service Work- Defoamers or other items not covered in Basic 

Responsibilities, arranged and/or paid for by 

Desert Aquatic Management Inc. cost plus 10% 

3. Labor for extra cleanup requested- $75.00 per hour per man. 

4. Professional services outside of Basic Responsibilities - 

SCUBA Diving- $150.00 per hour with a two hour minimum. 

Labor or repair rates- $50.00 per hour per man. 

Laboratory work- cost plus 10%




PAGE 3 

TERMS OF CONTRACT 

1. The work authorized yihis contract shall begin on a mutually agreed upon date. 

That date shall be t 4. 0(0 

2. The term of this con ct shall be for one (1) year from the above effective date 

and may be cancelled or extended by mutual consent of both parties. Cancellation 

requires 30 day written notice. 

Terms and Conditions of Work Authorization Contract 

1. The cost of the work program given above are based on the available information 

relative to the size of the system (s), volumes of water, existing conditions, and 

equipment in place. The owner agrees to furnish to Desert Aquatic Management Inc., 

copies of all available plans and details to the waterscape systems (s) if requested. 

These plans can be used to an advantage in conducting the work authorized. 

2. Fee is due and payable by Owner within (30) thirty days after receipt of invoices for 

services by Desert Aquatic Management Inc. Desert Aquatic Management Inc. will 

submit invoices at least ten (10) days prior to date due on present periodic payments. 

Payments not made on specified date shall bear interest at the rate of one and one-half 

(1 '/2) percent per month (18% per year) from the date of the invoice until same is 

paid. In the event that suit is filed by Desert Aquatic Management Inc. against Owner 

hereunder, or in the event Desert Aquatic Management Inc. employs an attorney to 

effect collection, and collection is effected without suit, Owner shall pay for said 

work and interest thereon, and all costs of collection, including reasonable attorney's 

fees incurred by the Desert Aquatic Management Inc. The parties agree that this 

agreement shall be deemed to have been entered into in the County of Clark, State of 

Nevada. 

3. It is agreed that any statement of promises by Desert Aquatic Management Inc. as to 

completion date of work, whether oral or in writing or whether contained in the work 

authorization or otherwise, is only Desert Aquatic Management Inc. best estimate 

thereof, and Desert Aquatic Management Inc. shall not be held liable for any loss, 

damage or delay arising out of Desert Aquatic Management Inc. failure to complete 

the work by such date.




PAGE 4 

4. This agreement is not valid or binding between the parties hereto unless and until 

accepted by and authorized by an official of Desert Aquatic Management Inc. No oral 

agreement, guarantee, promise, representation, or warranty shall be binding. The 

parties hereto represent they have the authority to execute this contract on behalf of 

their respective companies, and doing so bind each of the companies one to the other 

including but not limited to the heirs and assigns of the respective companies. Desert 

Aquatic Management Inc. make no warranty, express or implied, in connection with 

its work hereunder. In the event either party hereto institutes any legal action against 

the other, the prevailing party shall be compensated for all costs incurred directly 

attributable to the litigation, including reasonable attorneys fees, expert witness fees, 

and other such fees and/or expenses as set forth by a court of competent jurisdiction. 

5. It is recognized by both parties that chemicals used in controlling algae and weeds 

can also kill riparian plants if treated water from the waterscape system reaches the 

roots of the riparian plants. Desert Aquatic Management Inc. shall take every 

reasonable precaution to avoid damaging any and all turf and plants. In any event, 

the parties hereto indemnify and hold each other harmless from any legal action 

brought against the other regarding riparian plants. 

Acceptance 

The undersigned herein referred to as the "Owner" hereby authorizes Desert Aquatic 

Management Inc. herein referred to as the "Contractor" to perform all of the 

described work. It is agreed that said work will be performed by Desert Aquatic 

Management Inc. and paid for by the owner in accordance with all the Terms and 

Conditions stated herein. Owner acknowledges receipt of a true copy of this here 

agreement. 

Accepted by Contractor Accepted by Owner 

Desert A 

By: 

Roy G 

Date: 9--fro 

frey-President 

ement Inc. 

By: 

Date: 

3 .


JUL-20-2105 01:12AM FINU-NEVADA LIIEN SUPPLY HM4541035 1-300 P.002/002 F-61$ 

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ii , NEVADA UNEN SUPPLY Cuotoreer: SPANISH TRAL COUNTRY CLUB 

S 

4514444 

7thfsel ugh Ma fluter 

Delivery Address: 5050 SPANISH TRAIL LANE 

RENTAL SALES AGREEMENT City, LAS VEGAS, NEVADA Zip: 89113 

ITEM DESCRIPTION WEEKLY 

USEAGE 

INVENTORY 

UNIT 

RENTAL 

PRICE 

• 12rt .140 

(WY TOWELS 150 .129 

.150 

.400 

.OLKI 

.750 

1.400 

1,4 

.180 

HAND YOKELS -WHITE 

f 800 .100 

" .'`' 

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.777. TIMI1111.11111110111 

. 

1.950 

. 

CHEF COATS - EMBROIDERED - .850 

PANTS — BAGGY 

COOK SKIRTS 

.850 

SO 

C.O.D. CHARGE PREPARATION CHARGE ENERGYIENVIRONMENTAL 

0 PER GARMENT: CHARGE PER DELIVERY: 0.00 

Stealer Woe to hawse and Cuomo epees lo accept eschaindy from 

Supplier the then supply thaw listed herein. daring So born et ads 

agnomens and durtag any maul of UM otheenent I Sthensanco nt 

Ma coa.biwe and loins MI forth terse. 

All Ilene harilsted to Customs, slop remain Its sole property of Supplier 

Ind are furaisthd lot the eachrahrt tee of Meaner ma a Nets bask. aid 

shall be thundered and tanned only by Supplier. The tamtharteo aid 

GiDdllifill et said nano Mall ba al a standard and quality NORM% to art 

above Other commercial laundnes preoldno line simply sanded to the 

saree-orek— - 

Customer shall have the right a antenna dm atheemest In the wrest sat 

Smear talk to prom* the spied meaty el Service. providth 

CUSUITC/ NMI gives Supplier writhe than by coaled nal of any 

thflonstilth hi IMAM 04 Junin", that Swam Odes Mt carnet M same 

width a paned of shay (60) days attar removing such notice. Soot 

dendeod•s shall be ineson•d cured within suds peeled =den Clettenw 

pats Sappier wean macs datulara the coldislad dalidenth• Willa lie 

IA dart seer explrallen of sae 104ay potion Caber may taint 

canceled" Agnomen' epos. +any IA day wanes nonce. 

it any hems MD fangsted b CUCIOntet are lost, damaged, or destroyed 

while at Common possesslea for any IMBLOe oho than normal Imo. 

Itha Customer shall. on therwre pay Supplier tuned repbeeennt gods 

for any inch ems lost damaged or destroyed. 

Tae ninths apse that SuPPflerS Count et picamp ant Odium shall be 

pod of Se amount of then smoke prodded. thins Customer gives 

mince Wks kr Sappho of any shades within saves (7) days slur 

thillvery el lbws 

Supplier dud hate reasonable mare to Cleaner.' Place of Wallowa 

Owing admit businetre haws, as oath le oatmeal% le aback or 

imethery any or NI of the lath nom fumbled by &mph.. 

Suppler ehall throb, Customer open delivery of bath town supply. gam 

tither., Is due sod ameba cash on delivary or, it Comma's credit Is 

apposed by Suedes. by the tents& 130) day of the moth tolothas the 

delivery. Dellsowni accounts may be convened to a oak on dam, 

base and wet be subtext le a service Nemo en past dos mounts of ore 

as enblett pencil 11.5%) per nada (111%) annabliy. 

Ta lenn of Otts agromont shall be fors ported ol wave IIA morass hem 

the dale hood; saki km shall be thamalically renewed ler a Ske period 

on the same terms and comadons MOMS the of the panes rpm the Oka 

mime sake ef tandelthas al Nast Nab DOI dare before Pe Maranon of 

till 4nYfa1 sum Mass shall b. Increarrd annually by a percentage ampere 

equal to the Increase in Om Commis Pike indm (CPS CUOMO( must by 

moaned el My mace Wreath above fors perthatage amount 

Ian addhion to ate Cost et Lien Increase alerementthed, seek Fleet may 

be increased by ow reasenWe anti ol Supplier% compliance Mb 

SWAVOMIIMIal requiromrsti Imposed by ray aanammantal ammey. 

SUPPLIER: NEVADA LINEN SUPPLY 

BY Ape. h,./YI/C4 

TITLE 

WEEKLY 

MINIMUM 

CHARGE 

customer cancels Ids Agreement prior to MI expiration dean epos 

demand. Gumbos= shall purchase frets Suppler the mere Invonary of 

such lbw et flak Men Omani Market vibe piles, as N few. Wm 30% 

%Meet additionally Delmer doll pay Suppler at Squidatad damages. 

svoreyktre pram DS%) of the wieldy awoke chogth ceotaig tha 

mange 

over the precedlog six 0) months pthori. as balance of the 

IMO of this Agawam% 

felemoDO Camas the adebta7 of kern ot a mate auk as oared. 

Any Mud berths* ar added thine In oislomer re rwirements snap 

watomatically bosomy a pan of loft Aproornaa. 

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opyypan emises ma pavan as eladad berelm 

Suppliers oldlool•ss to progide torvieth hereunder shall be .soma 

without Raab lit the event Supplier Is promoted from parbradng by 

tenons of strikes. ethauls, gthernnent acts. acts of god. and Wet suck 

ethditions rementhly beyond the cannel of the Supper, Matthias but not 

Boated to entioriorts. Ores, lime and power shortagth. 

This Agreement shall be amino epos end Mail hose te tag Wrath of the 

pease ameb a their babe, asheasuators. orecutort. adtheisors. sad 

Maass. 

Cuomo damask that II la ender ea COsbid WY, thy mho puny for 

then supply soaks bed that entry into 05* *entrees' Is not a breast of 

any artallag Contract a Mika Cuslosor fs a party. 

le Ili ewe the aces at becomes desnsoist. CUNDOlt, Shall pay el of 

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aisondere mammas costs oaths, InIgatba Is Ideated or note 

any legal Saba a instalded by gds Agreement. tits prevailing party shall 

be Math te MONO Isaauble Meow% Mos, cowl cask and aS ems 

capes lees Ina mid as • meth of said lawuk from opethial pony. 

Supplier leas iltalstaht WOW defiverho slid a addition etas makc 1Peciol 

degrades should that be named b reedy a semis' Mime en Seepages 

pars An alkaloid sodas charge may Ita math by adfria l the 

nodal 

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Seprder ill clump In As savior toquirearntr. 

Customer adoweledme that linen supply Items meth wear this 

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fecommended for sae in that Of naenablay. Oman igen to bold 

hareases Suppliers te ens keen any hippy a parson or peach residues 

Porn toe or ken Poppy tents arnished heremvisr. 

N asp amebas hared is delontined b Isa Invalid by a Court of menden, 

JuradirtIca. The rentabag Condition', hersof sha g remain In fun force anti 

Nag. 

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lids Agrathwel mosaulea Set that Athethenl of as panel, 

soporsodthe sty poor undefthandln a. fie withers or statedints 

any represethatith of Ithogner WI In valid anima contained In lb. 

Areement 

CUSTOMER: SPANISH TRAIL COUNTRY CLUB 

•EFFECTIVE DATE: MARCH 1 2005 DATE SIGNED: tut tail Sloe


JUL-28-2005 09:32AM FROM-NEVADA LINEN SUPPLY 417024549935 T-800 P.001/002 F-686 

.41100V■•■- .efeAellNI,410016 ;410, .11P" 1661, N7r 

NEVila LIKEN SUPPLY 

Phone: 4544444 • Fax: 454-9935 

3960 W. Mesa Vista Ave. • Las Vedas. Nevada 89118 

FACSIMILE TRANSMITTAL SHEET 

S.:NMI REF azsce NI.14311 

?JCR BEFEB.ENCE PA.N: 3 E?. 

URGENT q FOR REVIEW 0 PLEASE CONDIENT q PLEASE. RET...Y 

q N. SASE RECYCLE 

"■•■■■■■=0.011111•11611.•• •■■•••■•=11111womIPMIIMIN•■••••■••=0 .....0■••■•1.0••■•• 

IF YOU DO NOT RECEIVE ALL OF THE ABOVE PACES. PLEASE CALL AT ( 7 3:1 45 " a I a


Sep 21 05 02:57p Pitney Bowes Inc. 702-360-3954 I) • 2 

Pitney Bowes Technology Compliance 

EngMooting Ms stow of carpi:nun/ration. . Lease Agreement 

Your Business Information 

SPANISH IRA& GOLF egAss)ral CA40 

Full Lope Name a Lamm 

DM Nara. of Lout* Tax 10 S "-SWAIM 

5050 SPANISH TRAIL LANE 

LAS VEGAS 

NV 59113.1319 

offing Washes* CO, saw atm 

Number In Months 

LEL) ( ) Tax Exempt certgia*Ia attached 

Your Acknowledgement 

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oar PBCC 

Pitney Bowes Credit Corporation 

MARCIA BATISTA 

SPANISH TRAIL GOLF Date: October 1, 2005 

& COUNTRY CLUB 

5050 SPANISH TRAIL LANE Customer Account No: 7455108 006 

LAS VEGAS NV 89113-1319 

Thank you for your order and the opportunity to serve your company. Pitney Bowes and 

Pitney Bowes Credit Corporation (PBCC) are dedicated to your total satisfaction and 

are committed to providing you with the finest products, backed by the highest quality 

care and service. 

PBCC is pleased to acknowledge acceptance of your financing offer. We are committed to 

providing fast, accurate and courteous service to any of your financing questions. 

Shortly, you will receive your first invoice. Our records show that you have agreed to the 

payment schedule below. Please review this information at your earliest convenience. 

E ui ent Description: 

Equipment Location: 5050 SPANISH TRAIL L LAS VEGAS NV 89113 

Payments Frequency Total Payment * 

$1,992.00 

First 17 Quarterly 

* plus applicable sales and use taxes. 

Please note that your invoices will be sent to the mailing address of this letter. Return 

all remittances to: PBCC, P. 0. Box 856460, Louisville, KY 40285-6460. 

If you have any questions contact us immediately at 1-800-732-7222. Please note 

our office hours are 8:30 am to 7:00 pm, Central Time. 

Sincerely, 

Barry East 

Pitney Bowes Credit Corporation 

2225 AMERICAN DRIVE NEENAH, WI 54956-1005 1-800-732-7222

SEP-1472005 08:53 REPUBt.IC 

• 

.REPUBLIC SERVICES 

'of Southern Nevada 

770 East Sahara Avenue * PO Box 98508 

Las Vegas, Nevada 89193-8508 

(702) 735-5151 

• ; 

the•ized gnature Date 

• Please Print Name 

Office Copy 

SPANISH TRAIL .0OUNTRYCLU9/14/2005 

Date: 

. 5050 SPANISH TRAIL LN Account # 27-29884-5 

LAS VEGAS NV 89113-1319 • NVSAMOT 

'Service Address: 5050 SPANISH TRAIL LN Service Zip: 89113 

LAS VEGAS • NV 89113 Phone: 702 364-5050 

.person Ordering: Row • Fax: 702 364-0356 

The undersigned does hereby agree to •LEASE, on a quarterly basis 

. for a minimum of one quarter, the solid waste container(a) described 

below at a quarterly rental of $185.49. It is further agreed that the 

• •• essee shall remit due quarterly rental in advance. 

Container pescrintio; komrisislargs Lease Charge 

- 3 3P 37 3Y F/L SVC 72v5 PR WK (3) 1,423.55 .00 

3 3F RT 3YD F/L RENTAL .00 61.83 

• 1,423.55 

61.83 

"'LESSOR agrees to maintain said container(s) . in a reasonable and usable 

condition throughout the term of this agreement, The LESSEE or 

-purchaser of this container, shall hold harmless REPUBLIC SERVICES of 

. . .SOUTHERN NEVADA, of any and all liability for claims presented against them 

..as the r y t of any accident involving the use of this container. 

•• X 


•• 

Serial; Number Reported Stolen:: 

P.02 

TOTPL P.02


HUMITECH OF LAS VEGAS LLC 

6283 Industrial Road, Suite E 

Las Vegas NV 89118 

Office: 702.474-4864 Fax: 702.435-4864 Voicemail: 702.380-7801 

SERVICE AGREEMENT 

COMPANY NAME Sip ks X c. ..5,4 7 - / I 61 ;- C k) 

ADDRESS 

CITY Z.-Ct S 1.-{7y.--?_. 

S ish ry•cx Z art/t• 

STATE N I-1• ZIP // 

AGENT /‘44...•.re.4.4ga- etv..--% PHONE 70 "Z - 36 -570 -0 

INSTALLATION DATE /0/577015 

FAX 

70 2 - 6 ci • D 3.s-6, 

AGREEMENT DATE /VS- , .5" LOCATION: # OF PANELS 

#1 

...g 7....e. 

( V ) 

INSTALLATION COST $ //i). cli) 

(with brackets) #2 44 iq ( 3 ) 

FIRST MONTHLY PAYMENT $ • i0 , 01) #3 W / g ( 1( ) 

Including Installation 

SUBSEQUENT MONTHLY PAYMENT $ . a.° 

ANNUAL PAYMENT OPTION $ 

TERMS AND CONDITIONS 

#4 ( ) 

#5 ( ) 

#6 ( ) 

HUMITECH offers to install, and service the Humitech Humidity Control System described below to the 

customer above under the following conditions: 

I. PAYMENTS: Payments must be made in advance, on the first day of the service month. Payments are 

late after the 10th day of the service month and subject to a Late Fee of $15.00. 

2. CANCELLATION GUARANTEE: Customer has the right to cancel this agreement by written notice 

to HUMITECH. The written notice must be 30 days in advance of cancellation. A refund of the unused 

portion of service paid to HUMITECH shall be returned (if requested) within 30 days of receipt of 

written notice. Installation charges are non-refundable. 

3. OWNERERSHIP: All equipment shall be and remain personal property of HUMITECH OF LAS 

VEGAS LLC and not withstanding the manner in which the equipment may be attached or affixed to 

realty, and that upon termination of the Agreement, HUMITECH shall have the duty of removing all 

equipment from the property. Customer shall not have the right to remove the equipment from premises 

at any time during this Ailment. HUMITECH shall not be liable for damage caused by the removal of 

ceiling brackets.

SERVICE AGREEMENT - Page 2 of 2 

Customer is responsible for theft, loss or damage to any HUMITECH equipment. Cost of equipment is 

as follows: 

12 x 16 Panel = $100.00 each 

9 x 6 Panel $50.00 each 

Brackets $5.00 each 

4. SYSTEM REPLACEMENT: HUMITECH shall replace the HUMITECH CONTROL SYSTEM 

approximately /21 tra4 /gyp// , at no additional cost. 

5. DEFAULT: Default in the payment of service or any other sum due herein for a period of 30 days shall 

entitle HUMITECH to terminate this agreement and retake possession of all equipment. Customer shall 

be liable for cost of removal, court cost, and attorney fees. 

INWITNESS WHEREOF: The parties hereto have executed this Agreement on the date herein referenced 

below: 

ACCEPTED BY: ACCEPTED BY: 

HUMITECH OF LAS VEGAS LLC BY: S 444 is A 7ya e-00 c/c.i 

Locatio 

Zer 4.: "ftetio--1 • P. 

Print Name/Title 

Date Si ed 


HIEVIITECH 

Humidity Control Systems 

Print NamelTitle 

ObiZcle) 

Date Signed 

Humitech of Las Vegas, LLC 

6283 Industrial Road, Suite E 


702.474.FRIMI (4864) tel 

702.435.1-IUMI (4864) fax 

vrww.humitechgroup.corn.nevada


SCHEDULE A 

CURRENT MEMBERSHIP LIST 

Page 52 of 52


Member List Pg 1 

10 - SPANISH TRAIL COUNTRY CLUB 

Member Status Must be : ACTIVE,SUSPEND 

Member# Surname Given 

1491 ABERMAN DAVID & GLORIA 

1303 ABOLAFIA AL 

5085 ABOLAFIA ADAM 

0468 ABSALOM JAMES & DARLA 

5088 ADAMS JOHN 

4066 ADERHOLT HERBERT & HELEN 

1256 AIDNER DONALD & JULIA 

1506 ALBERTA VINCE 

2138 ALDERMAN JACK & MODDIE 

1354 ALEXANDER MICHAEL G & JO 

1450 ALEXANDER STEVE & DAWNA 

1529 ALLSOPP DAVID & SUZANNE 

0253 ALVAREZ ALFRED & MONA 

4059 AN ELIZABETH & DANNY 

2067 ANDREWS SHIRLEY ANN 

0624 ANDREWS KRISTEN/GREG BOYER 

1452 ANGELOTTI GARRY D. 

0103 ANSTETT JOSEPH L. & HOPE 

1517 ARCEMONT JUSTIN & JULIE 

2058 ARNLUND BERT & KARI 

0622 BABBITT DOREEN 

0627 BACHNER THOMAS & JANINE 

2106 BALDWIN STAN & PATRICIA 

2184 BANGHART RANDY & CHRISTINE 

1142 BARCLAY GORDON & LYNN 

1230 BARKAN BARRY & MARY 

0629 BARNES RANDY & BRENDA 

0534 BARRY JOHN 

4057 BARTON ROBERT & NANCY 

5003 BATES JAMES J. 

0291 BEAUDET MARTIN & SHARON 

0005 BECKER PETER & ANGIE 

0037 BECKER MS. DONNA 

1345 BECKER BRUCE 

5081 BECKER MICHAEL & REBECCA 

5086 BECKER RANDY & CHRISTA 

0042 BECKER JR. ERNEST & KATHY 

0592 BEDICH GEORGE & SANDRA 

5059 BEDICH ACE 

0411 BEDOTTO M.D. REMO & ESTHER 

0580 BELDING DAVID 

5057 BELL TOMMY & BARBARA 

0158 BENBASSAT WILLIAM 

0191 BENNETT ANILDE 

0239 BENSON JOSEPH & RENEE 

0273 BENSON JAMES 

8802 BERG DAVID 

0537 BERGGREN ROBERT & SYLVIA 

2031 BERGMAN JOEL & MARIA 

1200 BESUDEN WALLY & CHARLOTTE 

0613 BETZ JAMES & CAROLINE 

1218 BEUCHAT JOHN & RITA 

March 23,2007 9:53am User: BR Term: Al





4ember# Surname Given 

1143 BEYER ERICK 

1079 BIANCO JAMES & KATHLEEN 

1355 BIEGGER JACK & SHIRLEY 

1061 BINGHAM JAMES & DONNA 

0310 BLACK BOB 

1462 BLACK JR RANDY & KELLY 

0003 BLASCO JOSEPH & BONNIE 

0006 BLASCO JAMES & PAMELA 

3050 BLAU ROBERT 

1465 BLOSS TOM & BONNIE 

2035 BOLDT BETTY 

1272 BONDURANT DAVID & LYNNETTE 

1032 BORETA VOSS & YVONNE 

0137 BORLASE RICK & SANDRA 

1521 BRANDONISIO ANTHONY 

1358 BRENSKE WILLIAM & LISA 

0382 BRINTON ROBERT & PATRICIA 

5030 BRINTON ROBERT K & JENNIFER 

3044 BROCK STEPHEN & KATHRYN 

0241 BROWN HAROLD & GERRY 

0455 BROWN MELVIN & FROSTY 

1183 BROWN BARBARA B. 

1401 BROWN JAMES & LAURA 

1397 BROWNELL DAVID 

1510 BRUNSON DOYLE & LOUISE 

0185 BUCKLEY GENE & PAT 

1339 BURES RON & MARILU 

0553 BURKE KEVIN & MARY 

0567 BURNS PHIL & SHIRLEY 

0407 BYRON DANIEL & JANET 

0456 CALL HENRY & JE NEAL 

2145 CAMERON BARBARA L. 

1515 CAMPBELL BRETT/JILL FREY 

2132 CARELLI PAUL & SHARON 

0414 CARR TYREE & MARY 

4071 CARTER STEPHEN & ANITA 

0598 CARTWRIGHT RAY & MARGARET 

1013 CASEY PEGGY 

0016 CASHMAN MARY KAYE 

1243 CASON PATRICK 

1266 CASON JACK & MAXINE 

1436 CATANIA MYLES & CAROL 

0112 CAVIN M.D. BILL & JANECE 

1037 CEBULKO EDWARD & JUDITH 

0370 CESTA PETE & CAROLYN 

0336 CHADAKOFF CHARLES 

0611 CHAIN JEFF & LINDA 

2167 CHAISSON MARY 

4074 CHAMPLIN STEVE & COURTNEY 

2168 CHANNELL TOM & LITA. 

0515 CHARTRAU DONNA 

4027 CHELDIN ERWIN & ELIZABETH 



Member List 


Member Status Must be : ACTIVE, SUSPEND 

.lember# Surname Given 

1463 CHERNINE MIKE & TISHA 

3101 CHERRY JACK & KARYN 

1151 CHILD DINO & LOURDES 

5090 CHOMER CHRISTINE & STAN 

2089 CICERO MICHAEL/ CRYSTAL BROOME 

0573 CICHOSKI GREG & SHARON 

0479 CIMPL MANNY & MILLIE 

2501 CLAIR JUDGE JOHN & NORMA 

1076 CLARKE PAUL & DIXIE 

0251 CLEARY PETER & KAY 

1505 COCHERN JERY & MARGARETH 

0202 CODAY JERRY & CAROLE 

1455 COHEN GIL & CATHY 

1144 COHEN STEVEN B/LISA TAMRE 

2192 COLBERT EJ & SHERRY 

1078 COLEMAN MARVIN & LAURA 

0284 COLLINS PAULINE 

1026 COLLINS BRIAN & JULIE 

1214 CONBOY GERRY M. & PEGGY 

1022 COOK GARY & DEBBI 

0434 COONTS STEPHEN & DEBORAH 

2029 COOPER SALLY 

0437 COOPER M.D. MATTHEW & NINA 

2519 COPPLE LOIS 

1129 CORBO MICHAEL & ANGELINE 

2200 CORBY LINDA 

1432 CORDARO ROBERT & SUSAN 

2201 COSTELLO JAMIE & SARA 

1135 COX DAVID A. & KATHY 

0021 CREEL ALLAN & DEBBIE 

5055 CREEL ALLAN & KRISTINE 

1441 CRESWELL CRIS 

1438 CRIBBENS BRIAN & JUDY 

2121 CROCKETT CATY 

2134 CROCKETT MS. MARGARET 

1367 CROSS SCOTT & JUDY 

1437 CRUDEN SANDEE & MARTI 

5080 CUNNINGHAM ALLEN/MELISA HAYDEN 

3055 CUOMO JODI 

1295 CURTIS ARTHUR a CYNTHIA 

8801 CUTTER JEANNIE 

0272 DANN TONI S. 

0242 DANTZIG-RADOJEVICH REA/MICHAEL 

0135 DANZIG HAL 

2528 DAVIES SANTINA & RONALD 

1479 DAVIS GARY & SONIA 

3002 DAVIS BONNIE J 

0124 DAY LINDA C. 

1137 DAY GARY G. 

0597 DAYTON WILLIAM & DANI 

1136 DEAN MICHAEL & DEBBIE 

0280 DELANOY FAMILY LLC DRAKE & JACQUELINE 

March 23,2007 9:53am User: BR Term: Al 

Pg 3

lember# 

2181 

2193 

4064 

4039 

3134 

3636 

5033 

2088 

2136 

1247 

4054 

4056 

2078 

4080 

1390 

0398 

0606 

0157 

0600 

2116 

0612 

0617 

2527 

5078 

1277 

0043 

1356 

1426 

1138 

1348 

0263 

5079 

0431 

0412 

2178 

0527 

1431 

5091 

2525 

1475 

0623 

2143 

5040 

96545 

0450 

0635 

1371 

1150 

5064 

0146 

0175 

5023 


Member List 



Surname Given 

DESA TONY & JJ 

DHONAU ED & MARY 

DIDUR DON & PAM 

DIERKS JOHN & AMARYLLIS 

DOMBROWSKI M.D. D.J. 

DORSA BOB 

DORSEY DARON & JENNIE 

DOWLING JAYNE 

DOWLING MARTIN PAYNE 

DOWNER TOM & CAROL 

DRAGIN ROBERT & MARILYN 

DRAKULICH BRYAN & KIMBERLY 

DRYDEN VINCENT & CHRISTINE 

DUBOEF LARRY & WHITNEY 

DUBOIS VICTOR & GEORGIA 

DUGAN R. SCOTT & KATHLEEN 

DUNBERG RICHARD/LYNNE CASSEL 

DUNCAN ALAN & BEVERLY 

DUNN DR. GERALD & JAN 

DUNWORTH JIM 

DURR NICOLE 

DYE BILL & TAMI CORBIN 

DYKEHOUSE PHIL & JUDY 

DYMON CHAD & TERRY 

EARL JUDGE ALLAN & DENISE 

ECKER HOWARD 

EDWARDS DALE M. 

EGGERS DALE & RACHEL 

EICKE FRED 

EIMAN PERRY A. & GEORGETTE 

ELARDI TOM & PAM 

EMANUEL CHRIS & AMY 

EMES RON & DOE 

EMINGER HERMAN & SHARON 

ENGLISH LARRY & FLOAN 

ENSIGN MIKE & SHARON 

ENSIGN BILL & SHELLY 

ERICKSON CRAIG & CRYSTAL 

ERNST CHUCK & ROSEMARY 

ESPOSITO JOHN & LORRAINE 

EVANS CODY & WANDA 

EVANS DR WILLIAM & STEFANI 

EVANS LANCE 

EVENT: VIRGINIA VASILAKOS 

EYLER GARY 

EYLER DINAH 

FAHEY MICHAEL & LORI 

FAIR LEE & MARLA 

FAIR STEPHEN & HEATHER 

FASO JIM & LINDA 

FAULKNER PAUL & KAREN 

FAULKNER JR. PAUL & CATHY 


• 

Pg 4





Member* Surname Given 

0304 FEDUNIAK ROBERT & MAUREEN 

1219 FEGERT DONALD & BARBARA 

0085 FERICH MIMI & BARRY 

0173 FERTITTA FRANK & VICKI 

0028 FILIOS GEORGE & NITSA 

1025 FINDLEY MURRAY & CLARE 

2526 FISCHBACHER SIEGFRIED 

1454 FISCHER BRAD & KRISTEN 

3054 FITZGERALD CHARLIE & DONNA 

1400 FLATT KEITH & CHRIS 

1412 FLEMING JOY 

2174 FLEMING JENNIFER & BILL 

5071 FOLEY DANIEL & MARISSA 

0564 FORD MIKE & ROBIN 

5058 FORE JONATHAN & SHANNON 

2103 FORGETTE ALEX & MARY IRENE 

1419 FORMAN DON & LORIE 

0575 FOSTER JR. SKIP & KATHY 

4075 FOTHERGILL DAVID & SHERRY 

2079 FOUCE FRANK & BETTY 

0339 DOUSE DR. MERVYN & SUSAN 

2123 FRAIM DICK & KAY 

1456 FRANZEN GARY & NANCY 

0144 FREDERICK DAVID & PATRICIA 

4023 FRIEDELL DR. PETER & BARBARA 

0605 FRIEDLAND ROBERT & RUTH 

1263 FRIEDLANDER MARK 

2187 FRIEDMAN STANLEY & MONIQUE 

0123 FROCKT DICK & JANET 

0380 FURA PATRICIA & RYAN 

0616 FURLETT BRENDA & NORMAN 

0249 FUSCH ROBERT & DIXIE 

1504 GABLER GARY & BRENDA 

0603 GAFFNEY THOMAS & PATRICIA 

1202 GARLOCK GEORGE & KATHY 

0111 GARRETT JOHN & LINDA 

0385 GATTOZZI PAT / SUE BIERI 

0040 GAUGHAN MICHAEL & PAULA 

3052 GERNER GUNNAR & TOYOKO 

2059 GERSTEN ADELLE & DONALD BEAN 

0049 GIALKETSIS MS. BARBARA 

1498 GILLETT JAY & MARGARET 

0153 GLICKSBERG BRUCE & JILL 

4017 GLICKSBERG MR/MRS SCOTT 

0257 GODWIN RONALD & LINDA 

1075 GOECKE SHAWN & SUSAN 

0631 GOKMEN SUAT & LINDA 

0552 GOLDBERG AUBREY & JOANNE 

1282 GOLDBERG DR. GARY & PAMELA 

2165 GOLDFARB RUTH 

0169 GOLDSTEIN LEONARD & tLETA 

1059 GONSER JOE & JANICE 


Member* 

1376 

2175 

2185 

0171 

2030 

5092 

1211 

1192 

0538 

5083 

1316 

2510 

1033 

2186 

2198 

1503 

1527 

5095 

0142 

2169 

4020 

1387 

2196 

1236 

1392 

0260 

0461 

0015 

1325 

2085 

4058 

0531 

1072 

1007 

1433 

1442 

1117 

1353 

1421 

8813 

0441 

1006 

0587 

1304 

1310 

0167 

1023 

0363 

1357 

0285 

1145 

1422 


Surname 

10 

Member 

Member List 

- SPANISH TRAIL COUNTRY CLUB 

Status Must be : ACTIVE,SUSPEND 

GONZALES 

GOOD 

GOODMAN 

GORBIEN 

GORDANA 

GORDON 

GOTO 

GOULET 

GOUSSET 

GRACE 

GRAGSON 

GRANQUIST 

GRAVES 

GRECO 

GRECO 

GREEN 

GREEN 

GREEN 

GREENAWALT 

GREENAWALT 

GREENBERG 

GREENE 

GREENSPAN 

GRIFFIN GREG & ANDREA FAUSTINA 

GRIFFITH PHIL & DONA VIVOLO 

GROSS 

GROSS 

GUBLER 

GUETERSLOH RON/CHRIS BESSETTE 

GUINN 

GUTTMAN JACK & ELAINE NEWTON 

HADDAD 

HALDEMAN 

HALL DDS 

HALLSTEAD 

HAMBLEY 

HAMILTON 

HAMRICK 

HAMRICK 

HAMRICK 

HANDELMAN 

HANSEN 

HANSSEN 

HARASTY PETER/AMANDA KARSTEDT 

HARBORT 

HARRINGTON JAMES & ASAI SUMIKO 

HARRIS 

HART 

HAWKINS 

HAYCOCK 

HAYES 

HEDGE 

Given 

RICHARD & DENISE 

FRANCIS & SASHA 

JOHN & YONJU 

MILTON & JOAN 

JOHN K. & ROSEMARIE 

SHANNON & SHEA 

HEIGO 

ROBERT & VERA 

PAUL & ELIZABETH 

JEFFREY M. 

KENNETH & YVONNE 

JIM & CHERI 

HOLLY & ROBIN 

LUCIAN & ALBERTA 

CHARLES & THERESA 

DARREN 

MICK & MARY 

TOM & MELISSA 

MONTE 

JEANNE 

ROBERT M. 

EARL A. & SUSAN G. 

DONALD 

RHONDA & MARVIN 

GILBERT 

DAVID & TINA 

KENNY & DEMA 

THOMAS & CHARLEEN 

JESS & DANA 

STEVEN & PEGGY 

GREGG & JACQUE 

BRIAN & LISA 

BEN & DIANA 

ROBERT & MOLLY 

DON & JEANNE 

MIKE & SOLETTA 

HAROLD & HAZEL 

JOHN 

CLIFFORD & DOTTY 

DANIEL 

HAROLD R. & NANCY 

JAMES F. & JACKIE 

WALT & DEBBIE 

CLAIR & COLLEEN 

DALE & KAREN 

MARK & CAROLE 


Pg 6






1468 HEFFNER MARK & TINA 

0252 HEINTZ HENRY 

2511 HELLER JAY & LAURA 

2061 HENDRICKS THOMAS & MARY 

2521 HERLIHY STEPHEN & LIBBY 

0610 HESS JERRY & DONNA 

4068 HESS BLAINE & MARILYN 

1373 RIGA HARVEY & KAREN 

5037 HIGA KARI 

1312 HILL VIC & JULIANA 

1389 HILLYER GUY 

2530 HILTON ERIC 

1425 HINER GREG & JENNIFER 

4009 HOFFMANN FRANK & DIANA 

0599 HOHL CHARLES /JULIE BURKART 

1286 HOLCOMBE JIM & JOAN 

2180 HOLLAND RAY & STEPHANIE 

1190 HOMANSKY DR FLIP/DR M. GOODMAN 

0371 HONIGFELD BRAD & BETH 

2065 HORNSTEIN ROBERT C. 

0607 HOSMAN GARY 

1209 HOUNG KENNY & PAULA 

1005 HOUSTON ROBERT & MARGARET 

1185 HOUSTON JOE & KELLEY 

1199 HOUSTON CHARLES & LYDIA 

2114 HOUSTON WILLIAM & SUSAN 

0335 HUNTER JACK 

0311 HUTTEBALL GARY & DONNA 

0207 HUTTON JOHN & PRUDENCE 

1394 HYAMS LAWRENCE & HERMIA 

0329 IANNONE RICHARD & BARBARA 

1447 IBAY TONY & DEMI 

4072 IDDINGS BRUCE & CAROL 

2091 IGLINSKI DON & LEONA 

1518 INMAN DAVID 

0212 JACKSON JIM & HOPE 

1489 JACKSON MANNIE & CATHY 

1267 JACKSON JOANNE/JOHN ZAISS 

1291 JACOBS JOSEPH & NANCY 

1464 JACOBY RUSS & DEBBIE 

1169 JAGE WILLIAM G. 

3045 JANOV EDWARD A. 

1285 JENKIN TOM & DONNA 

0319 JENKINS DAVID 

1055 JENKINS NORM & SHARON 

1140 JOHNSON CHARLEY & SUSAN 

0281 JOHNSON TRUST CLEAVE & MARGARET 

0286 JOLLEY GARDNER & SHARON 

0058 JONES JR STANTON & BARBARA 

2108 JORDAN M.D. FRANK AND RENEE 

4063 JORGENSON LEE & SIBYL 

0201 JOSEPH GEORGE G. 



Member List 




5051 JR GOLF MEMBERSHIP 

1370 JUBA DANIEL J. & MICHELLE 

1496 JUMPER KATHY & JEFF 

0374 KALB JUSTIN / MAE 

0416 KALB STEVE & WENDY 

0326 KAMORI KIMIHITO & TOMOKO 

3027 KANE JAMES P. & SU 

0127 KASPER DR. & MRS. T.A. 

0151 KAUFMAN DR. JOSEPH & SIRPA 

2513 KAUFMAN JERRY J. 

1030 KAWA K. STEVEN & BRENDA 

1269 KEARNEY MICHAEL & NANCY 

1351 KELLER MARK & DEBRA 

1398 KELLEY MIKE & VIRGINIA 

0050 KELLOGG PAUL & MARLYS 

1488 KELLY BRIAN 

0386 KELTNER KEN & JUDI 

0421 KENT GARY & BARBARA 

1146 KENT ROLAND & CYNTHIA 

2043 KILIAN CHARLES & JUNE 

1457 KILLIAN JOSHUA & KIM 

0582 KIM CHIN & MIN 

1301 KIM EDDIE & ANNE 

4073 KIM CHANG & SOO 

5089 KIM TOMMY / MELANIE MIGITA 

1386 KING ROBERT & CHERYL 

2038 KLEKODA RHONDA RAE 

2188 KLINGER PAUL 

0240 KNAUSS KEN & TRACY 

1341 KNIEVEL KELLY & SHELLI 

1335 KNIGHT DWAINE & DEBBIE 

4070 KOCHER JAMES 

0489 KOHN HARRY & SUNNY 

5039 KOSTELECKY MILO 

0035 KOSTELECKY TRUST ROBERT 

1280 KRAMER STEVEN F. 

0454 KRAMER JERRY/LEZLIE HELLER 

0529 KREAMER MICHAEL & GINNY 

0115 KREEFT DAVID & RHONDA 

1290 KRIPITZ HANK & FAYE 

0177 KROPID JIM & JUDY 

1118 KUIPER RANDY & TONI 

0590 KUSUMOTO ROY & JOANN 

1492 LAKE BRIAN / MARI ADAMS 

1374 LAMAN RICK & MICHELINE 

1524 LAMAN STEVE & BABETTE 

1522 LAMATRICE JAMES/JAMIE WALDRON 

1418 LAMB SHAWN & DEANNE 

0410 LANDESS JASON/CATHERINE SHELTO 

0331 LANE STEVE 

3048 LANZET STAN & LIZA 

5069 LANZET BENJAMIN PAUL 


Pg 8





0299 LASTRA BILL & CHERYL 

0022 LAUB WILLIAM & MARY 

2100 LAWYER THOMAS & BONNIE 

1513 LE TOM 

. 

0602 LE 


H. LARRY & LEAH 

0018 LEANY LYNN & TONA 

0279 LEE HAE UN & SUN 

0530 LEE DUNCAN & IRENE 

0632 LEE PETER & HEATHER 

1416 LEE JONATHAN & WENDY 

0114 LEHMAN KEN/KITTY PREUIT 

2027 LEONARD JOLENE 

0287 LEVIN SVEN & LINDA 

2095 LEVINS CAROL & WILLIAM D. 

0500 LEWIS BARBARA 

1520 LEWIS NEIL & BETSY 

0439 LEWIS WILLIAM/ELLIE LAVELLE 

1235 LINDSEY WILLIAM & SARAH 

0292 LINVILLE LOIS 

6700 LIPNICK TOMMY & KIM 

1500 LITTLE MARTY & JILL 

5049 LITTLE JAMIE 

1066 LIU M.D SHELDON 

5031 LONG GUYAN & COURTNEY 

0183 LONGLEY TED & VIRGINIA 

1171 LOUGHRIDGE SCOTT & ALICE 

2197 LOVELL RICHARD 

1197 LOWE BRYAN & TAUNA 

0460 LOYD DONALD & BETTY 

0523 LUBIN ROBERT & HAYA 

0104 LUBRITZ M.D. JOEL & CAROL 

2199 LUNTZ ROBERT & KAY 

2113 LUZICH MICHAEL 

1470 LYCHOCK ROBERT & LAURA 

1105 LYLES GEORGE & OLGA 

0219 LYNCH HOWARD & SHARON 

0399 LYNCH SUSAN & RYAN 

5084 LYNCH RYAN & JUSTINE 

1385 MAALOUF GEORGES & JOYCE 

0139 MACDONALD ALLAN/ARLENE WILSON 

0546 MADDUX GREG & KATHY 

1379 MADONIA ANTHONY & LYNN 

2130 MAFFIE MICHAEL & TISH 

0576 MALOOF GAVIN 

2159 MALOOF GEORGE J. 

0408 MARKIN RON & TANYA 

3036 MARKS FREDERICK & FLORENCE 

1114 MARTIN GARY & LINDA 

1261 MARTIN ROBERT & EMILY 

1406 MARTIN TOM & DONNA 

1516 MARTIN JAMES & CAROL 

5054 MARTIN RYAN & RACHEL 







5094 MARTIN JEFF & TAMI 

1159 MARTINEZ GABRIEL & ELAINE 

1278 MARTINEZ ROB & ROXANNE 

2194 MARVIN ARLETTE 

1210 MASCIOLA PAUL 

1251 MASI BART & SUSAN 

2028 MASINI JERRY 

1003 MASON RON & TONDA 

0214 MATHISEN DENNIS & GAIL 

1175 MATHYS RON & MICHELLE 

3004 MATTEUCCI LUANNE 

2066 MAURICIO JOHN F. & ALICE 

0222 MAY SUSAN / LARRY McGOVERN 

0107 MAZE W. BEN AND KAY 

0233 MAZE DDS BEN B/CHERYL LOZZI 

1415 MCCLENDON JAMES & WENDY 

0199 MCCRARY BOBBY & ALLISON 

0444 MCDONALD JR. SAM E. & JUDITH 

1065 MCGHAN DON & SHIRLEY 

5046 MCGHAN-BARTHEL RYAN AND KARLA 

0322 MCKIMMEY RODNEY & NATALIE 

4081 MCSHANE DAVID & MARIE 

1484 MECCA MIKE & SANDY 

5053 MEIDENBAUER ERIC & HEIDI 

0034 MENDENHALL ROBERT & PAULA 

0229 MENNINGER CAROL 

2516 MERZ DON & JUDY 

1424 MEYER CHRIS & TERRI 

5044 MEYER JOHN 

0481 MEYERS DR. MILTON & PHYLLIS 

2504 MILIEFSKY MARTY & FRAN 

0210 MILLER JOAN 

1326 MILLER RANDY & STEPHANIE 

4079 MILLER CHUCK & DEANNA 

5074 MILLER JR RANDY 

0217 MILNER HAROLD W. & LOIS 

1338 MILROT RON 

0184 MITCHELL RICHARD & MARY 

1451 MONROE MD MICHAEL 

1134 MONSON BILL & PAT 

0435 MOORE HAL & MELANIE 

1156 MOORE BILL & STACI 

1264 MOORE JIM 

2506. MOORE THOMAS & TOBY 

0501 MOOREHEAD H. ROBERT & DORIS 

1311 MORLEY KEVIN & LAUREL 

1152 MORRIS RICHARD & KIMBERLY 

0051 MORRISSEY MIKE & PATTY 

3053 MORRISSEY MARY HARDIN 

0017 MORSE MARC & SUSAN 

0030 MORSE TIM & SHERRY 

5072 MORSE TODD & CHRISTA 


Member# Surname 


10 

Member 

1265 MORTENSON 

0418 MOSS MARILYN / CURT STUART 

2096 MOWBRAY 

1217 MRAZ 

0589 MULOPULOS 

0268 MURPHY 

1004 MURRAY. 

0614 MYERS 

1413 MYERS 

1507 McCANN 

5073 McINTOSH 

0130 NARCISSE 

0353 NEELY 

0628 NESS 

1067 NETHERCUTT 

4078 NEWCOMB 

1501 NEWKIRK 

2077 NEWNAN 

2170 NEWTON 

1472 NICHOLL 

0516 NIEBAUM 

1388 NIELSEN 

1336 NIWA AKIKO & SHOJI KONISHI 

1343 NORTON 

5028 NORTON 

0039 NORVELL 

2069 NOUNNA ANNEE & SIEGFRIED BAKER 

1283 O'DONNELL 

0110 O'NEIL 

0392 O'NEILL 

0472 OFFENHAUSER 

1523 OLIVARES GINA/JOHN DAVIS HICKS 

0618 ONG KATHY / TIGER TODD 

1224 ONO 

5026 ONO 

0565 OVERDEVEST ROBERT/DORETTA HUFS 

0620 OWCZARZAK 

1275 OWENS 

4051 OWENS 

3034 OXMAN 

3029 PAGETT 

1153 PAGLIA 

1123 PANTEA 

5068 PANTEA 

0044 PAPAGNA 

0155 PARENTE 

0313 PARK 

1084 PARK 

4043 PARK 

2040 PARSONS 

1239 PASQUALOTTO 

1047 PAULOS 

Member List 



Given 

RICHARD 

JOHN & SUZANNE 

JAMES & JOYCE 

DR. GEORGE 

EDWARD & COLLEEN 

MICHAEL & JUDY 

RANDY & MARY 

JOHN R. & VICTORIA 

RICHARD & SARAH 

RICHARD 

BARRY & GWEN 

ART & SUZANNE 

JIM & LINDA 

JACK & HELEN 

GARY & CHENG-LING 

ROLAND & ANDREA 

DON 

BASIL & MAY 

JEFF & PAULA 

LOWELL T. 

FRANK & KAMELA 

CHARLIE & RENEE 

CHAD & MOZGHAN 

RAY & CAROL 

RAYMOND 

ROBERT & ROBIN 

WILLIAM & KIM 

FRANK & CHERYL 

TERRY & CINDY 

SEAN & FABIOLA 

ROBERT & SHERRY 

MARK J. 

VINCE 

MITCHELL 

ELVA 

RAYMOND & LOREN 

ROMY & AIMEE 

JASON 

BETTY JO 

ROBERT & NANCY 

RAY & ROSEY 

ROBERT & JANETTE 

DAN K. & ELAINE M • 

STEVEN & KIM 

ANTHONY & ALICIA 

BILL & BONNIE 

Pg 11 






lember# Surname Given 

)397 PECKMAN PHILLIP & MAUREEN 

1429 PEDERSON BRADLEY & KATHY 

3389 PENN BEN & KAY 

1112 PEREZ KARLA & JULIAN 

D551 PERRINE SUSIE 

)271 PICKENS KENNETH & SHARON 

3021 PIEPER VICKIE/ROBERT LEBLANC 

3046 PIERCY RALPH & LYNN 

5052 PIERCY SCOTT 

0282 PIZZOFERRATO SAM & JUDY 

5065 PORRELLO JIMMY & ANGELA 

2156 POSIN BERNARD & ALEXSANDRA 

0338 POTTER JAMES & WILMA 

3013 POWELL NORM & BEV 

1482 PREMSRIRUT ROPCHAI & TAY 

0494 PRESS HERBERT & JOANNE 

1337 PRESTON LARRY & GRETCHEN 

1018 PROGRESSIVE GAMING INT'L CORP 

1119 PUBLOW CHRIS & LALI 

0002 QUIRK TED & MARIA 

1435 RAATZ DON / BECKY BUCKLEY 

0145 RAATZ JIM & YANA BARINOVA 

1378 RALEIGH CHRIS & ANASTASIA 

0406 RAPHAELSON ROBERT & REGINA 

1525 RAWLING JOHN & KATHARINE 

5093 RAWLING ZACH 

2013 REBER ROD & LINDA 

0269 REDMOND TOM & CARMAN 

0178 REGHETTI JOE/KAMLA GREER 

0630 RIBIS NICHOLAS 

1044 RICE DAVID & KAREN 

1083 RIDDLE RICHARD M. & BARBARA 

0317 RIEGER RONALD & ROSE MARIE 

0126 RIMOLDI REYNOLD & KIRSTEN 

0200 RINALDI JR. MIKE & JACKIE 

0521 RITCHIE LIVING TRUST 2005 JAMES E & PATRICIA J 

1279 ROBARTS PAUL 

8001 ROBERTS JERRY & BARB 

0267 ROBERTSON MICHAEL 

1245 ROBINSON RICH & BOBBIE 

4030 ROBINSON SMOKEY 

5050 ROBINSON JEFFREY 

0570 ROCHE THOMAS & LISA 

3008 RODMAN KITTY 

0215 ROGICH ED & KATHY 

0609 ROSE ROBERT & CAROL 

0108 ROSEVEAR KEN & HELEN 

0511 ROSS JEFF & VIRGINIA 

4069 ROSS TED 

1024 ROSSUM WOODY & BETH 

0368 ROTH STAN & BARBARA 

0519 ROTH RUSSELL & ROBBIE 







4049 

4055 

0038 

0119 

0495 

1296 

1294 

0004 

5036 

1323 

0314 

0342 

1148 

5038 

0340 

0218 

0170 

0027 

1334 

0601 

1057 

0378 

1439 

1405 

3041 

0535 

0436 

1459 

1483 

0345 

1528 

2055 

3049 

1481 

3022 

0634 

1420 

1478 

2117 

1490 

0288 

2097 

0082 

1493 

0619 

3056 

1064 

1276 

1395 

1467 

2054 

2176 

ROWE 

RUBIN 

ROTHE 

RUVO 

SAITO 

SANDERS 

SANDLIN 

SARRET 

SARRET 

SARTINI 

SAVIO 

SCHEELER 

SCHENK II 

SCHMUTZ 

SCHNIDER 

SCHNIDER BOB INS AGENCY 

SCHNIDER ROB /POLLY MORGAN 

SCHRECK 

SCHULZ BRAD/ PATTI BABORE 

SCHUMACHER 

SCHUNK 

SCHWARTZ 

SCOLARI 

SEALEY 

SEILER 

SELLS 

SELTZER 

SEMOLA 

SEXTON 

SHAFER 

SHAPIRO 

SHARFE 

SHAW 

SHEETS 

SHEETS 

SHEPARD 

SHOEN 

SHONKWILER 

SHULMAN 

SIHARATH 

SILVER 

SILVER 

SILVERMAN 

SIMCOX 

SLANE 

SLATTER 

SMITH 

SMITH 

SMITH 

SMITH 

SMITH 

SMITH 

BRUCE 

ARLEN & ELAINE 

CHARLES L & DONNA A 

LARRY & CAMILLE 

HIDEO & MISAKO 

MICHAEL & LOUISA 

JASON 

GORDON & SUE 

CHRISTOPHER 

BLAKE & DELISE 

JERRY & GEORGENE 

PAMELA 

JOSEPH & JENEVI 

JAE & HILARY 

RICK & JENNIFER 

FRANK 

ROBERT ERIC 

DON & BETTY 

EDMOND L. 

JON & MIN 

DIANNE 

SANDRA 

HAROLD & DEE 

EDWARD & MARCI 

SAL & JULIE 

MICHAEL 

BUZZ & ELIZABETH 

RAYMOND & BARBARA 

LORNE & CHERYL 

JEFFREY & CYNTHIA 

AARON & LORI 

THOMAS & SANDRA 

BRUCE & ELIZABETH 

LANCE & ROXANNE 

TERRY & RHONDA 

JAN 

SAM & SALLY 

ED & BARBARA 

EDNA 

CHARLES & MONA 

CARL & DARLENE 

SUSAN 

JUNE BOX 

FRED & MYNDA 

DON & SHIRLEY 

JAMES & JENNIE 

KENNETH & BETTE 

CAROLYN 

SUSAN & DENNIS 

March 23, 2007 9:53am User: BR Term: Al






1302 SNOW RANDY 

1203 SNYDER WILLIAM E. & JOY 

1246 SNYDER KEVIN J. 

0440 SOLTZ WILLIAM & SANDRA 

0413 SOMMER JACK & LAURA 

1319 SPARER JON/JOHN KLAI 

2523 SPAULDING NEIL & DIANA 

0343 SPECTOR ARTHUR & CINDY 

0129 SPEDDING DOUG & GLORIA 

0150 SPITZER LEWIS & TONI 

4040 SRABERG JERRY & ILENE 

4061 STALLINGS RICK & MARGARET 

1179 STATTON THOMAS & KAREN 

1445 STEARNS BILL 

3024 STERBENS MARK & TERRI 

1446 STERBENS JR MARK 

1139 STEVENS BRADY & ANGELA 

1293 STEVENS LARRY & KAREN 

1186 STOTT WILLIAM & CHRISTINE 

4019 STRACHAN WILLIAM & DORIS 

1241 STRALSER DEANNE 

0187 STRUSSER MARVIN & SHEILA 

1088 SU MICHELLE 

1174 SUGDEN ALEX & PAM 

0540 SWANSON WAYNE & JOAN 

1502 SWANSON KELLY & CAROLYN 

2137 SZABO DAVID & LISHA 

0141 TANG CYRUS 

1480 TANG ADRIAN & SHARON 

0308 TEDESCO VICKIE/BRENT PARRISH 

2191 TEED DAVID & MAUREEN 

1511 THELEN MIKE & SARA 

0355 THOMAS K.P. & JULIA J. 

1062 THOMAS JR DR. JAMES & LAURA 

4060 THOMAS JR HERBERT & NELLIE 

1194 THOMPSON DR. JOHN 

1053 THORNTON RICK 

0048 TIBERTI TITO & SANDRA 

0542 TIBERTI J.A. 

1409 TIPTON JIMMY 

1274 TITUS WILLIAM & JANICE 

1340 TOBIAN JEFF & JOYCE 

2092 TOBIN JOHN & CANDACE 

0518 TOM JOSEPH & SUSANNE 

2146 TRATOS MARK G. & SANDRA 

1519 TROIANO CHARLES & DIANNE 

1273 TUTTLE RIC & JULIE 

1231 TUVERSON ART & CYNTHIA 

1427 TYLER KIM & CHERYL 

8701 UBS / BRIAN KELLY 

0429 UKEILEY DR. ROBERT & JILL 

1058 URGA WILLIAM & NANCY 







1182 VALENTI MARK 

0209 VANNAH ROBERT & MARSHA 

0545 VASILAKOS GEORGE & VIRGINIA 

2202 VEGA DR. PAUL & ISABEL 

1120 VEITZ RICHARD & JUDI PRANE 

1035 VERCHOTA ROBERT & NANCY 

4077 VERCRUSE KENT & SUZIE 

5061 VIELLION MICHAEL & CARLY 

1460 VIGNOLA FRANK & CATHY 

4006 VOLLMER DOUGLAS & DEANNA 

1410 VanMEETREN STEVE & VICKY 

5029 WALKER TONY & KAY 

5076 WALKER BYRON & SHARON 

0615 WALL JERRY & LAURIE 

0438 WALSH ROBERT & JULIE 

0404 WALTHER STEPHEN & SONJA 

1180 WARDEN DOUGLAS & EVGENIA 

5087 WASICKA PAUL 

2171 WASSERMAN JAY & BUNNY 

0621 WATERS SUSAN & STEVEN 

1052 WATSON LARRY & IVONA 

2173 WATSON JEANNIE 

5042 WATTERS DUSTIN 

2140 WATTOO DR. DOST & ROSEANN 

1085 WEATHERLY MARSHALL 

2057 WEIN CAROLE 

0168 WELCH DR. ANDREW & MARILYN 

0513 WELCH WILLIAM J. L. 

0430 WELSH JOHN & KAY 

1332 WELTER WILLIAM & PAMELA 

5048 WELTER ROB 

1403 WEST CHRIS & LISA 

4076 WEST RANDY 

0608 WHIPPLE KEN & INGRID 

1461 WHITACRE JOEY 

1364 WHITE JEFF & MARIE 

2133 WHITE BEVERLY 

1434 WIDNER JAMES & CARMEL 

0364 WILCOX JIM SONIA 

1477 WILLDEN DAVE & JEAN 

1288 WILLIAMS ROBERT 

1322 WILLIAMS WAYNE & DORIS 

1399 WILLIAMS JACK & MARCI 

1089 WILSON G. CASH 

1499 WILSON STEVE & JAYME 

2195 WILSON GARY & CAROLYN 

0166 WINCHELL JOAN 

4067 WIXTED WILLIAM & IRENE 

0190 WONG BUCK & AURORA 

1240 WOOD MICHAEL & PAULA 

2502 WOODS NAN/ARTHUR PASTEL 

0156 WOOLSTON ART & CJ 


Member# 

5066 

0055 

0033 

2033 

1161 

1512 

1497 

0561 

0182 

1514 

1253 

1147 

Surname 

WORKS 

WORTMAN 

WRIGHT 

WU 

WYATT 

XU 

YACH 

YAMAGATA 

YOSHIDA 

YOUNGQUIST 

ZELLER 

ZEMP 

792 lines printed 


10 

Member 

Member List 



===== End of Report 

Given 

RYAN & KENDALEE 

WILLIAM & BONNIE 

RICHARD & PATTY 

RICHARD & SHU LAN 

FRANK & KJERSTI 

JOHNNY 

RICK & THERESA 

GENE 

DAN & NOBUKO 

ERIC 

RICK & LYDIA 

SCOTT & KYLE 

Pg 16 



EXHIBIT 

3 

EXHIBIT 

3


$15,000,000.00 

FIXED RATE PROMISSpRY NOTE 

PPM Loan No.06-06401 

April 3:3 2007 

1. Promise to Pay. FOR VALUE RECEIVED, the undersigned, SPANISH 

TRAIL COUNTRY CLUB, INC., a Nevada non-profit corporation ("Maker"), hereby promises 

to pay to the order of JACKSON NATIONAL LIFE INSURANCE COMPANY, a Michigan 

corporation, its successor or assigns ("Noteholder") the principal sum of $15,000,000.00 (the 

"Loan") or so much thereof as shall have been advanced, with interest on the outstanding 

principal balance thereof from the date hereof until maturity at the rate of 6.52% per annum 

("Interest Rate"), both principal and interest being payable as hereinafter provided in lawful 

money of the United States of America at the office of Noteholder's correspondent, Bonneville 

Mortgage Company, 777 N. Rainbow Blvd., Suite 325, Las Vegas, Nevada 89107, or at such 

other place as from time to time may be designated by Noteholder. Interest shall be calculated 

and paid on the basis of a 30-day month and 360-day year, unless otherwise noted herein. 

2. Payments. A payment of interest only, based on a 365-day year, on the 

outstanding principal balance of this Note shall be due and payable in advance on the date hereof 

in an amount equal to interest accrued from and including the date hereof through April 30, 

2007. Thereafter, Maker agrees to pay monthly instalhnents of interest only commencing on 

June 1, 2007 and continuing thereafter on the first day of each subsequent calendar month to and 

including May 1, 2008. Maker agrees to pay Noteholder monthly installment payments of One 

Hundred Thirty-Six Thousand Three Hundred Seventy-Six and 97/100 Dollars ($136,376.97) of 

principal and interest based upon an amortization schedule of fourteen (14), years, on the 1 1' day 

of June, 2008 and on the same day of each succeeding month through and including the 1 st day 

of May, 2022 (the "Maturity Date"), on which date all unpaid principal and interest, together 

with any other sums due under the terms of this Note, shall be due and payable. 

3. Treatment of Payments. All payments of principal, interest, late charges (as 

described below), and prepayment premium (as described below), if any, due under this Note 

shall be paid to Noteholder by wire transfer or check of immediately available funds to such 

bank or place, and in such other manner, as Noteholder may from time to time designate. If such 

payment is received by 2:00 p.m., central time, such payment will be credited to Maker's 

account as of the date on which received. If such payment is received after 2:00 p.m., central 

time, such payment will be credited to Maker's account on the business day next following the 

date on which received. Each installment payment under this Note shall be applied first to the 

payment of any cost or expense for which Maker is liable hereunder or under the other Loan 

Documents, including any unpaid late charge, then to accrued interest and the remainder to the 

reduction of unpaid principal. Time is of the essence as to all payments hereunder.


4. Late Charges. If any monthly installment of principal and/or interest is not paid 

in full on or before the tenth day of the month in which such payment is due, then a charge for 

late payment ("Late Charge") in the amount of five percent (5%) of the amount of such 

installment shall be immediately assessed and shall be immediately due and payable by Maker. 

The parties hereby recognize that the Late Charge is a reasonable approximation of an actual loss 

difficult to estimate. Noteholder's failure to collect such Late Charge shall not constitute a 

waiver of Noteholder's right to require such payment of such Late Charge for past or future 

defaults. The Late Charge shall be in addition to all other rights and remedies available to 

Noteholder upon the occurrence of an Event of Default, as hereinafter defined. 

5. Default Interest. Upon (a) a continuing Event of Default or (b) maturity of this 

Note, interest shall accrue hereunder at an annual rate (the "Default Rate") equal to the lesser of 

(i) eighteen percent (18%) and (ii) the maximum rate allowed by law. The Default Rate shall 

accrue on the entire outstanding balance hereof, including, without limitation, delinquent interest 

and any and all costs and expenses incurred by Noteholder in connection therewith. 

6. Security: Definitions. 

(a) This Note is made pursuant to a Loan Agreement of even date herewith 

between Noteholder and Maker (the "Loan Agreement") and secured by, among other things, a 

Deed of Trust, Security Agreement and Financing Statement (hereinafter called the "Mortgage") 

of even date herewith in favor of Noteholder granting a first lien on certain real property in Clark 

County, Nevada described therein, and granting a security interest in certain personal property, 

fixtures and equipment described therein. 

(b) Capitalized terms not otherwise defined herein shall have the meanings 

ascribed to such terms in the Loan Agreement. 

7. Event of Default. Upon the occurrence of an Event of Default, Noteholder shall 

have the option of declaring the indebtedness evidenced hereby to be immediately due and 

payable (the "Loan Acceleration"). After the Loan Acceleration, Noteholder shall have the 

option of applying any payments received to principal or interest or any other costs due pursuant 

to the terms of this Note or the other Loan Documents. Interest at the Default Rate shall continue 

to accrue on any judgment Noteholder may obtain against Maker on this Note or the Mortgage 

until Noteholder acquires record title to the Project or the judgment and interest and costs have 

been paid in full. Noteholder may include any applicable prepayment premium, reasonable 

attorney's fees and costs of suit in any complaint, judgment or assessment of damages filed or 

entered pursuant to this Note and/or the Mortgage. 

8. Prepayment. No prepayment of the principal balance of the Note is allowed 

during the first sixty (60) months of the Loan. If the Loan has been accelerated at a time when 

the Loan is closed to prepayment, and Borrower wishes to pay the Loan in full, the payment 

tendered must include a premium of 10% of the principal amount owed on the date of default in 

addition to all other amounts due and owing. For all loan payoffs, per diem interest will be based 

on a 365-day year including the day of payoff.


After the first sixty (60) months of the Loan, prepayment is permitted at any time, in full 

but not in part, upon 30 days' written notice, with payment to Noteholder of a yield maintenance 

premium ("Premium") equal to the greater of (i) 1% of the outstanding principal balance at the 

time of prepayment or (ii) the present value on the date of prepayment of all future principal and 

interest payments beginning with the next payment due on the month following the pay-off date, 

including any balloon payments assuming payment in accordance with the repayment terms of 

this Note, less the current outstanding principal balance of the Loan. The interest rate used in 

calculating the present value shall be the Treasury Rate, as defined herein, divided by twelve 

(12). 

If more than one year remains from the payoff date to the Maturity Date, the term 

"Treasury Rate," as used herein, shall be the straight line interpolation of the current annual yield 

(or, if none, the most recent previous yield) of the two Key U.S. Treasury Securities (as 

hereinafter defined), which are closest to the Maturity Date (both before and after). The "Key 

U.S. Treasury Securities" are the 1, 2, 3, 5, 10 and 30 year U.S. Treasury Securities as published 

by Bloomberg at 4 p.m. central time three (3) days prior to the payoff date. By way of example 

and not limitation, if 7 and 'A years remain until the Maturity Date at the time of prepayment, the 

straight line interpolation of the Treasury Rate would be the average of the then annual current 

yield (of, if none, the most recent previous yield) of the 5-year and the 10-year U.S. Treasury 

Securities. 

If less than one year remains from the payoff date to the Maturity Date, the term 

"Treasury Rate" as used herein, shall mean the current annual yield (or, if none, the most recent 

previous yield), of the 1-year U.S. Treasury Note as published by Bloomberg at 4 p.m. Central 

time three (3) days prior to the payoff date. 

If any of the Key U.S. Treasury Securities are no longer in use or if for any reason 

Bloomberg ceases to publish such information, the Treasury Rate shall be based on the annual 

yields reported in another publication of comparable reliability and institutional acceptance or 

other relevant replacement of U.S. Treasury Securities as selected by Noteholder in its sole 

discretion. 

No Premium shall apply to a payment in full during the last ninety (90) days of the Loan 

Term or due to taking through condemnation or a casualty where Lender applies proceeds to pay 

down the Loan. No involuntary partial prepayment shall suspend or reduce any required monthly 

payments. If the Loan has been accelerated after an Event of Default and Maker wishes to pay 

the Loan in full, the payment tendered must include either (i) the applicable prepayment 

premium, if the payment is tendered during a period when prepayment is permitted hereunder, or 

(ii) the greater of such prepayment premium or 10% of the principal amount owed on the date of 

such Event of Default, if the payment is tendered during a period when prepayment is prohibited 

hereunder. 

Notwithstanding the foregoing, up to 10% of the outstanding Loan balance may be 

prepaid without a prepayment penalty in any Loan Year. In addition, any time after the ninth 

Loan Year, upon 30 days prior written notice to Lender, Borrower shall have a one time right to


prepay up to 20% of the outstanding Loan balance without a prepayment penalty. Such partial 

prepayment privilege shall be non-cumulative. 

For purposed hereof, "Loan Year" shall be defined as the period expiring on April 30, 

2008 and each twelve month period thereafter. 

9. INTENTIONALLY DELETED. 

10. Non-Usurious Loan. It is the intent of Noteholder and Maker in this Note and the 

other Loan Documents now or hereafter securing this Note to contract in strict compliance with 

applicable usury law. In furtherance thereof, Noteholder and Maker stipulate and agree that none 

of the terms and provisions contained in this Note, or in any other instrument executed in 

connection herewith, including, but not limited to, the Loan Documents, shall ever be construed 

to create a contract to pay for the use, forbearance or detention of money, or interest at a rate in 

excess of the maximum interest rate permitted to be charged by applicable law. Neither Maker 

nor any guarantors, endorsers or other parties now or hereafter becoming liable for payment of 

this Note shall ever be required to pay interest on this Note at a rate in excess of the maximum 

interest that may be lawfully charged under applicable law, and the provisions of this paragraph 

shall control over all other provisions of this Note, the Loan Documents and any other 

instruments now or hereafter executed in connection herewith which may be in apparent conflict 

herewith. Noteholder expressly disavows any intention to charge or collect excessive unearned 

interest or finance charges in the event the maturity of this Note is accelerated. If the maturity of 

this Note is accelerated for any reason or if the principal of this Note is paid prior to the Maturity 

Date, and as a result thereof the interest received for the actual period of existence of this Note 

exceeds the applicable maximum lawful rate, Noteholder shall, at its option, either refund the 

amount of such excess or credit the amount of such excess against the principal balance of this 

Note then outstanding and thereby shall render inapplicable any and all penalties of any kind 

provided by applicable law as a result of such excess interest. In the event that Noteholder 

collects monies which are deemed to constitute interest which would increase the effective 

interest rate on this Note to a rate in excess of that permitted to be charged by applicable law, all 

such sums deemed to constitute interest in excess of the lawful rate shall, upon such 

determination, at the option of Noteholder, be either immediately returned or credited against the 

principal balance of this Note then outstanding, in which event any and all penalties of any kind 

under applicable law as a result of such excess interest shall be inapplicable. By execution of this 

Note Maker acknowledges that it believes this Note and all interest and fees paid in connection 

with the loan represented by this Note, to be non-usurious. Maker agrees that if, at any time, 

Maker should believe that this Note or the loan represented by this Note is in fact usurious, 

Maker will give Noteholder notice of such condition and Maker agrees that Noteholder shall 

have ninety (90) days in which to make appropriate refund or other adjustment in order to correct 

such condition if in fact such condition exists. The term "applicable law" as used in this Note 

shall mean the laws of the State of Nevada or the laws of the United States, whichever allows the 

greater rate of interest, as such laws now exist or may be changed or amended or come into 

effect in the future. 

11. Noteholder's Attorney Fees. Should the indebtedness represented by this Note or 

any part thereof be collected at law or in equity or through any bankruptcy, receivership, probate 

or other court proceedings or if this Note is placed in the hands of attorneys for collection after


an Event of Default, or if the lien or priority of the lien represented by the Mortgage or the other 

Loan Documents is the subject of any court proceeding, Maker and all endorsers, guarantors and 

sureties of this Note jointly and severally agree to pay to Noteholder in addition to the principal 

and interest due and payable hereon reasonable attorneys' and collection fees including those 

incurred by Noteholder for any appeal. 

12. Maker's Waivers. Maker and all endorsers, guarantors and sureties of this Note 

and all other persons liable or to become liable on this Note severally waive presentment for 

payment, demand, notice of demand and of dishonor and nonpayment of this Note, notice of 

intention to accelerate the maturity of this Note, notice of acceleration, protest and notice of 

protest, diligence in collecting, and the bringing of suit against any other party, and agree to all 

renewals, extensions, modifications, partial payments, releases or substitutions of security, in 

whole or in part, with or without notice, before or after maturity. 

13. Payment of Taxes and Fees. Maker agrees to pay the cost of any revenue, tax or 

other documentary fee or stamps now or hereafter required by law to be affixed to this Note or 

the Mortgage. 

14. Governing Law. This Note and the rights, duties and liabilities of the parties 

hereunder and/or arising from or relating in any way to the indebtedness evidenced by this Note 

or the transaction of which such indebtedness is a part shall be governed and construed for all 

purposes by the law of the State of Nevada. 

15. WAIVER OF TRIAL BY JURY. MAKER HEREBY WAIVES, TO THE 

FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY 

ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR 

OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THE LOAN, THE 

APPLICATION FOR THE LOAN, THE LOAN DOCUMENTS OR ANY ACTS OR 

OMISSIONS OF NOTEHOLDER, ITS OFFICERS, EMPLOYEES, DIRECTORS OR 

AGENTS IN CONNECTION THEREWITH.


IN WITNESS WHEREOF, Maker has caused this Note to be duly executed as of the 

day and year first above written. 

STATE OF NEVADA ) 

COUNTY OF CLARK ) 

SPANISH TRAIL CO Y CLUB, INC. 

a Neva -profs ion 

By: 

Name: S.Ae.44-r- 

Title: Patto■ 

I certify that on k: Z b Z-001 , 2007, &eit-e-r, 101-A1) came 

before me in person and stated to my satisfaction that he/she: 

(a) made the attached instrument; and 

) was authorized to and did execute this instrument on behalf of and as 

eszol of SPANISH TRAIL COUNTRY CLUB, INC., a Nevada non-profit 

corporation (the "Company"), the entity named in this instrument, as the free act and deed of the 

Company, by virtue of the authority granted by its bylaws and its board of directors. 

(NOTARIAL SEAL) 

Notary Public, State of Nevada 

Notary's Printed name: acs•—iaan.o.. 

Notary's Commission Expires: 6 'L 2-- 2.o I o


EXHIBIT 

4 

EXHIBIT 

4


This Instrument Prepared By 

and Return to: 

David M. Shaw, Esq. 

Haile, Shaw & Pfaffenberger, P.A. 

660 U.S. Highway One, Third Floor 

North Palm Beach, FL 33408 

COLLATERAL ASSIGNMENT 

OF CONTRACTS, LICENSES AND PERMITS 

The undedigned hereby comes ma 

to be a hue and correct copy of the 

THIS COLLATERAL ASSIGNMENT dated April , 2007 by SPANISH TRAIL 

COUNTRY CLUB, INC, a Nevada non-profit corporation with an address of 5050 Spanish Trail 

Lane, Las Vegas, Nevada 89113 (the "Assignor") and JACKSON NATIONAL LIFE INSURANCE 

COMPANY, a Michigan corporation with an address c/o PPM Finance, Inc., 225 West Wacker 

Drive, Suite 1200, Chicago, Illinois 60606 (the "Assignee"), provides: 

RECITALS 

The Assignee has agreed to make a permanent loan (the "Loan") to the Assignor in the 

maximum principal amount of FIFTEEN MILLION DOLLARS ($15,000,000.00). As a condition 

precedent to the Loan, the Assignor agreed to assign to Assignee as security for the performance of 

the Assignor's obligations under all documents evidencing or securing the Loan, including the "Loan 

Agreement" of even date herewith (the "Loan Documents") all of Assignee's rights, title and interest 

in and to any and all contracts, licenses and permits, now existing or hereafter entered into or 

obtained (the "Contracts"), relating to the Assignor's operations at, or in connection with, the 

property (the "Property") described on Exhibit A hereto and the improvements ("Improvements") 

now, or hereafter constructed, thereon. The Contracts include, but are not limited to, those matters 

designated on Exhibit "B" hereto. The Contracts do not include any leases to tenants, which are 

assigned to Assignee by another recorded document. 

Agreement. 

AU capitalized terms not defined herein shall have the same meaning set forth in the Loan 

1


ASSIGNMENT 

NOW, THEREFORE, the Assignor hereby agrees as follows: 

1. The Assignor hereby assigns, transfers and sets over to the Assignee (to the extent 

permitted by law and any such Contract) all the rights, title and interest of the Assignor in and to the 

Contracts, together with, as appropriate, all proceeds, distributions, income, revenue, issues, and 

profits (the "Proceeds") now or hereafter arising therefrom. 

If any such Contracts are not freely assignable by Assignor, Assignor shall notify Assignee, 

and upon Assignee's written request, Assignor shall utilize its reasonable best efforts to obtain any 

required consent to such assignment. 

2. The Assignor agrees that it shall not, except in the ordinary course of its business, 

agree to cancel, terminate or modify the terms of the Contracts, or any of them. 

3. Until the occurrence of an "Event of Default" as defined in Section 16 hereof, the 

Assignor shall have a revocable license (i) to collect, receive and apply for his own account all 

Proceeds arising from or in connection with the Contracts and (ii) to proceed in accordance with the 

Contracts. 

4. Immediately upon the occurrence of an Event of Default, and as long as there is a 

continuing Event of Default, the license set forth in the foregoing Section 3(i) to collect, receive and 

apply Proceeds, and Section 3(ii) to proceed under the Contracts, shall, at the option of the Assignee 

be of no force or effect, and in such event the Assignee shall be entitled to and is hereby expressly and 

irrevocably authorized to take possession of all rights, title and interest of the Assignor in and to the 

Contracts and the Proceeds. 

5. The Assignor hereby agrees to indemnify and hold the Assignee harmless from and 

2


against any and all liability, loss, damage, cost and expense, including reasonable attorneys' fees, 

which the Assignee may incur under the Contracts or by reason of this Agreement, or by reason of 

any action taken hereunder, and from and against any and all claims and demands whatsoever which 

may be asserted against the Assignee by reason of any alleged obligation or undertaking on its part to 

perform or discharge any of the terms, covenants or conditions contained in the Contracts, except for 

matters arising from the gross negligence or willful misconduct of Assignee. Should the Assignee 

incur any such liability, the principal amount of such liability together with interest thereon at the 

"Default Rate" provided in the Note evidencing the Loan, shall be payable by the Assignor or, at the 

election of the Assignee, the Assignee shall have the right to reimburse itself therefor from any 

Proceeds collected by the Assignee. Nothing contained herein shall cause the Assignee to be, or to be 

construed as, a mortgagee in possession, nor shall obligate, or be construed to obligate, the Assignee 

to perform any of the terms, covenants or conditions contained in the Contracts or otherwise to 

impose any obligation upon the Assignee with respect to the Contracts. The Assignee shall not in any 

event become or be deemed to be a substituted obligor under the Contracts unless it elects in writing 

to do so. 

6. The Assignor covenants that, except as set forth in the Loan Agreement, it has not 

sold, assigned, transferred, mortgaged or pledged its interest in the Contracts or the Proceeds, or any 

part thereof, and agrees that it shall not sell, assign, transfer, mortgage or pledge its interest in the 

Contracts or the Proceeds, or any part thereof, whether now due or hereafter to become due, to any 

person, firm or corporation, except for Assignee. 

7. The Assignor agrees to execute and deliver to the Assignee, at any time or times 

during which this Agreement shall be in effect, such further instruments as the Assignee may 

reasonably deem necessary to make effective or more effective the assignment of the rights of the 

Assignor assigned to the Assignee hereby and the covenants of the Assignor herein contained. 

8. Upon demand and notice from the Assignee of the occurrence of an Event of 

Default, the Assignor hereby irrevocably directs all other parties under the Contracts to deal directly 

3


with the Assignee in lieu of and in the place and stead of the Assignor from and after the receipt of 

such demand or notice. Such parties in undertaking such dealings with the Assignee shal I be under no 

obligation to inquire into or determine the actual existence of any such default claimed by Assignee. 

9. Upon the payment of all indebtedness secured by, and the performance of all the 

terms and conditions of, the Loan Documents and this Agreement, this Agreem ent shal terminate and 

thereafter be void and of no further force and effect and, upon the request of the Assignor, the 

Assignee shall execute and deliver to the Assignor instruments effective to evi dente the ternination of 

this Assignment or the reassignment to the Assignor of the rights, power and authority granted to the 

Assignee hereunder. 

10. To the extent applicable, this Agreement shall serve as a security agreement as 

defined in the Uniform Commercial Code as adopted by the State of Nevada and the Assignee shall 

have a security interest in the Contracts and the Proceeds. 

11. Upon the occurrence of an Event of Default, the Assignee may proceed to enforce 

and exercise any or all of the rights and remedies provided by the Uniform Commercial Code (to the 

extent applicable), in addition to all of Assignee's other rights at law or equity and those rights 

provided herein and in the Loan Documents. The rights and remedies of the Assignee hereunder are 

cumulative and are not in lieu of but are in addition to any other rights and remedies which the 

Assignee shall have under or by virtue of the Loan Documents. The rights and remedies of the 

Assignee hereunder may be exercised from time to time, and as often as such exerci se shal be deemed 

expedient by the Assignee. 

12. Any notice, request, demand, statement or consent made hereunder shall be in 

writing signed by the party giving such notice, request, demand, statement or consent, and shall be 

deemed to have been properly given when either delivered personally, delivered to a reputable 

overnight delivery service providing a receipt or deposited in the United States Mail, postage prepaid 

and registered or certified return receipt requested, at the address set forth below, or at such other 

address within the continental United States of America as may have theretofore been designated in 

4


writing. The effective date of any notice given as aforesaid shall be the date of personal service, one 

(1) business day after delivery to such overnight delivery service, or three (3) business days after 

being deposited in the United States Mail, whichever is applicable. For purposes hereof, the addresses 

are as follows: 

If to Assignee: 

AND SEPARATELY TO: 

If to Assignor: 

Jackson National Life Insurance Company 




Attn: Director, Loan Servicing 





Attn: Director, Administration 

SPANISH TRAIL COUNTRY CLUB, INC. 



Attention: President 

AND SEPARATELY TO: Jolley Urga Wirth Woodbury & Standish 

3800 Howard Hughes Parkway 

Sixteenth Floor 



13. Failure of the Assignee to avail itself of any of the terms, covenants and conditions of 

this Agreement for any period of time, or at any time or times, shall not be construed or deemed to be 

an estoppel or waiver of any of the rights of the Assignee hereunder. 

14. The terms, covenants and conditions contained herein shall bind the Assignor and is 

successors and assigns and shall inure to the benefit of the Assignee, its successors and assigns. 

15. No change, amendment, modification, cancellat ion or discharge hereof; shall be valid 

unless the Assignee shall have consented thereto in writing. 

5


Agreement. 

16. An "Event of Default" hereunder shall have the meaning set forth in the Loan 

17. Assignor agrees to comply with all obligations and covenants set forth in the Loan 

Documents. An Event of Default hereunder shall constitute a default under all of the Loan 

Documents. 

18. This Agreement may be executed (and recorded) with counterpart signature pages. 

19. ASSIGNOR AND ASSIGNEE HEREBY KNOWINGLY, VOLUNTARILY AND 

INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN 

RESPECT TO ANY ACTION, PROCEEDING, LITIGATION OR COUNTERCLAIM BASED 

HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS ASSIGNMENT, 

OR ANY COURSE OF CONDUCT, COURSE OF DEALING, ACTIONS OR STATEMENTS 

(WHETHER VERBAL OR WRITTEN) OF EITHER PARTY IN CONNECTION HEREWITH. 

REMAINDER OF PAGE INTENTIONALLY BLANK 

6


WITNESS the following signatures and seals. 

WITNESSES: ASSIGNOR: 



SPANISH TRAIL COUN 1 Y CLUB, INC., 

a Neva -profit 

By: 

Name: Sie4^4.A. 

Title: Pgkoloto.A 

I certify that on 24, 20107 2007, tSAtec,. came before 

me in person and stated to my satisfaction that he/she: 

(a) 

made the attached instrument; and 

b)was authorized to and did execute this instrument on behalf of and as 

Ito; of SPANISH TRAIL COUNTRY CLUB, INC., a Nevada non-profit 





Notary's Printed name: 8 4-Pd13404- 121 

Notary's Commission Expires: 6 - la- tx 

7

STATE OF ILLINOIS 

COUNTY OF COOK 

ASSIGNEE: 

JACKSON NATIONAL LIFE 

INSURANCE COMPANY 

By: PPM Financ orized agent 

Name: 

Title: David i bar, Executive Vice Podded 

I HEREBY CERTIFY that on this day personally appeared before me, 

David M. Zachiir '• PM FINANCE, INC., authorized agent of JACKSON 

NATIONAL LIFE INSURANCE CO P , a Michigan corporation, He/she is personal ly lalown 

to me or has produced as identification. 

d 


IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 

ay of , 2007. 

8 

Notary Publi 

L. PP 

Print or stamp name of notary 

My Commission Expires: — 7

EXHIBIT "A" 

LEGAL DESCRIPTION 

Lot 4 of The Clubhouse and Models at Spanish Trail, file for record with County Recorder of Clark County, 

Nevada, on August 22, 1985, in Book 33 of Plats, Page 51, Official Records 

Together with a non-exclusive easement for utilities, access, ingress and egress over the property as contained in a 

document entitled Grant, Bargain, Sale Deed recorded December 18, 1986 in Book 861218 as Instrument No. 

00855, all in the Office of the County Recorder, Clark County, Nevada, which easement is Appurtenant to the 

above description. 

and 

Lots One ( 1 ) through Six (6), inclusive, of The Spanish Trail Golf Course and Residential Lots, as shown by map 

thereof on file in Book 58 of Plats, Page 76, in the Office of the County Recorder of Clark County, Nevada. 


maintenance vehicles) and pedestrian access, ingress and egress over (a) all Master Association Property as said 

term is described in the Master Declaration of Covenants and Restrictions for Spanish Trail recorded March 7, 

1984 in Book 1885 as Instrument No. 1844877, and re-recorded December 12, 1988 in Book 881212 as 

Instrument No. 00586, all in the Office of the County Recorder, Clark County, Nevada and; (b) Spanish Trail 

Lane, Spanish Gate Drive, Butler National Drive and Seven Oaks Way, which easements are appurtenant to said 

Lots 1-6. 

Excepting therefrom a portion of Lot Two (2) in that certain Record of Survey, performed by Lawrence W. Ruvo 

and filed in File 74 of Surveys, at Page 6 and recorded December 6, 1994, in Book 941206 as Instrument No. 

00836, Official Records. 

and 


The Northwest Quarter (NW 1/4) of the Northwest Quarter (NW 1/4) of the Northwest Quarter (NW 1/4) of the 

Southeast Quarter (SE 1/4) of Section 27, Township 21 South, Range 60 East, M.D.B. & M., 

RESERVING THEREFROM, on behalf of Spanish Trail Master Association, a Nevada non-profit corporation, 

for its members, a permanent exclusive surface easement over the easterly forty-eight feet (48') and the southerly 

one hundred eight feet (108') of said real property for vehicle storage, including storage of recreational vehicles, 

boats, trailers, and automobiles. Spanish Trail Master Association shall hold and maintain said property in good 

appearance and repair as Master Association Property, as said term is defined in the Master Declaration of 

Restrictions for Spanish Trail, recorded with the County Recorder of Clark County, Nevada, on March 7, 1984, in 

Book 1885 of Official Records as Document No. 1844877, and any amendments thereto. Spanish Trail Country 

Club, Inc. retains the right to install and maintain utilities over, under, and across the easement, provided that said 

utilities do not interfere unreasonably with the use of the easement by Spanish Trail Master Association. 

And Excepting therefrom that portion of said land as conveyed to the County of Clark in a Grant, Bargain, Sale 

Deed recorded September 8, 1986 in Book 860908 as Instrument No. 00679, of Official Records. 

9


EXHIBIT "B" 

1. All contracts with designers, architects, engineers and surveyors with respect to the 

Improvements. 

2. All construction contracts and warranties with respect to the Improvements. 

3. All certificates of occupancy with respect to the Improvements. 

4. All agreements concerning public and private utilities with respect to the 

Improvements. 

5. All licenses and permits with respect to the construction, operation and uti lization of 

the Improvements. 

6. All plans and specifications with respect to the Improvements. 

7. All insurance policies with respect to the Improvements and the Property. 

8. All rights of the Assignor with respect to private restrictions and agreements 

affecting the Property. 

9. All bonds and similar agreements with respect to the Improvements and the Property 

10. All feasibility and marketing studies, percolation tests, soil borings, surveys, 

topographical studies and the like with respect to the Property and the uses thereof. 

11. All membership lists and related information with respect to the Improvements. 

12. All books and records with respect to the Improvements and the Property. 

13. All service, management and maintenance contracts and agreements with respect to 

the Improvements. 

14. All contracts of sale with respect to the Improvements. 

15. All contracts with advertisers, including the yellow pages and website providers. 

10


EXHIBIT 

5 

EXHIBIT 

5

BORROWER: 

LENDER: 

LOAN: 


April, 2007 

PLEDGE, ASSIGNMENT AND SECURITY AGREEMENT 

SPANISH TRAIL COUNTRY CLUB, INC, 


JACKSON NATIONAL LIFE INSURANCE COMPANY, 

a Michigan corporation 

$15,000,000.00


PLEDGE, ASSIGNMENT AND SECURITY AGREEMENT 

This Pledge, Assignment and Security Agreement (this "Agreement') dated April , 2007 

by and between SPANISH TRAIL COUNTRY CLUB, INC., a Nevada non-profit corporation 

("Borrower") and JACKSON NATIONAL LIFE INSURANCE COMPANY, a Michigan 

corporation ("Lender"). 

RECITALS: 

A. Lender has loaned (or shall loan) to Borrower a sum of money evidenced by a 

promissory note (the "Note") in the face principal sum of $15,000,000.00 of even date herewith, 

given by Borrower to Lender, which Note is to be secured, inter alia, by all property, business assets 

and revenue of the Borrower, as described in the "Loan Agreement" of even date herewith by and 

between Lender and Borrower. The Note, the Loan Agreement, and any other documents evidencing 

or securing the "Loan" described in the Loan Agreement are collectively referred to herein as the 

"Loan Documents". 

B. Under the provisions of the Loan Agreement, Borrower is required to pledge all 

income from all sources including membership dues and assessments and other related charges as 

security for the Loan. 

AGREEMENT 

1. Recitals. The foregoing recitals are true and correct and are incorporated herein by 

reference. 

2. Security Interest. 

a. This Agreement is intended to provide additional security for the payment of 

all amounts now and in the future payable under the Note and the Loan Documents. To that end, 

Borrower hereby grants, pledges, transfers and assigns to Lender a continuing security i nterest in and 

right of set-off against the following, whether now existing or hereafter acquired or arising all of 

Borrower's right, title and interest, in, to and under (i) all accounts and revenues of Borrower; (ii) all 

business assets of Borrower (iii) all books and records relating to the types and items of property 

described in the foregoing clauses (i) and (ii) and (iii); all replacements and substitutions therefor and 

all additions and accessions thereto (hereinafter collectively called the "Collateral"). 

b. In addition to all rights and remedies given to Lender by this Agreement 

and the Loan Documents, Lender shall have the rights and remedies of a secured party under the 

Nevada Uniform Commercial Code and any other applicable law. Upon notice from Lender, Lender 

shall have the right to file such financing statements, continuation statements and other docurn ents as 

may be necessary or convenient to perfect, continue or otherwise evidence said security interest and 

pay all expenses and fees for the preparation and filing thereof. 

2

3. Assessments. Without limiting the generality of the foregoing, it is understood and 

acknowledged that the revenue that is a portion of the Collateral includes regular and special 

assessments dues and other charges (the "Assessments") due and owing to Borrower pursuant to the 

Bylaws of Borrower. 

4. Covenants. 

a. Until the occurrence of an "Event of Default" under the Loan Documents the 

Borrower shall have a revocable license to collect the Assessments and utilize same for all proper 

purposes. 

b. During a continuing Event of Default, all Assessment and other payments shall 

be paid directly to the Lender and the Lender shall have the right to enforce the liability of the 

"Members" to pay the Assessments and other charges to the same extent and degree as if it were the 

Borrower. 

c. Borrower hereby covenants and agrees not to act in any way which would 

interfere with or impair the benefits to the Lender with respect to the Assessments. 

d. Borrower hereby covenants and agrees to diligently pursue collection of the 

Assessments, which responsibility shall include, but not be limited to the initiation of action to recover 

the Assessments in accordance with the laws of the State of Nevada. 

e. In furtherance of the foregoing assignment, Borrower hereby authorizes 

Lender by its employees or agents, upon an Event of Default, to collect in the name of Borrower or in 

its own name as Lender, the Assessment payments accrued but unpaid and in arrears as well as the 

Assessment payments thereafter accruing and becoming payable; and to this end, Borrower further 

agrees that it will facilitate in all ways Lender's collection of the Assessments, and will, upon request 

by Lender, execute a written notice to each Member directing the Member to pay the Assessment 

payments to Lender. 

Lender: 


f. Borrower shall not, without having obtained the prior written consent of 

(i) release any Members from any liabilities under the Assessments, or 

suffer or permit or waive or consent to any act or omission on the part of the 

Members which would otherwise constitute a default under the Assessments; or 

(ii) cancel or surrender the Assessments, or any one of them, make 

concessions to any Members, or make any alteration or amendment of the terms of 

the Assessments, except that Borrower may negotiate reasonable payment plans with 

Members as to the payment of the Assessments without the prior written consent of 

Lender; or 

3


(iii) modify the Bylaws of Borrower, except with the prior written consent 

of Lender, which consent shall not be unreasonably withheld. 

g. Lender shall not be obligated to perform or discharge, nor does Lender 

undertake hereby to perform or discharge, any obligation, duty or liability to be performed or 

discharged by Borrower concerning the Assessments or under the Membership Plan, and Borrower 

shall and does agree to indemnify Lender for, and to defend and save it harmless from and against, 

any and all liability of any and every nature, loss or damage arising upon or out of or as a result of this 

Assignment. 

5. Warranties: Borrower does hereby warrant and represent to Lender that (i) Borrower 

is the owner of all of the Collateral, and (ii) except with respect to the existing $1,000,000.00 line of 

credit agreement with Community Bank of Nevada, Borrower has not heretofore made any 

assignment or pledge of, granted a security interest in, or otherwise transferred or encumbered all 

or any part of its interest in all or any part of the Collateral except as otherwise disclosed to Lender, 

and (iii) the Collateral is free and clear of any security interest, pledge, assignment or other 

encumbrance other than the security interest created hereby. 

6. Termination: Provided this Agreement has not been sooner term inated, this Agreement 

shall automatically terminate when the Loan and all other amounts due from Borrower to Lender 

have been paid in full. Upon termination of this Agreement as provided in this paragraph, Borrower 

shall be entitled to the remaining funds, including interest, then in the Accounts. 

7. Hold Harmless: Borrower hereby agrees to indem nify, protect, save and boll harmless 

Lender, and its successors and assigns and agents pursuant to this Agreement, from any and all 

liabilities, obligations, losses, damages, claims, actions, suits, costs or expenses (including, without 

limitation, reasonable attorneys' fees) of whatsoever kind or nature imposed on, incurred by or 

asserted against Lender which in any way relate to or arise out of the execution and delivery of this 

Agreement and any action taken hereunder; provided, however, that Borrower shall have no such 

obligation to indemnify, save and hold harmless Lender for any liability incurred by, imposed upon or 

established against Lender, as the case may be, for its willful misconduct or negligence. 

8. Notices: Any notice, demand, request, statement or consent made hereunder shall 

be in writing, signed by the party giving such notice, request, demand, statement, or consent, and 

shall be deemed to have been properly given when either delivered personally, delivered to a 

reputable overnight delivery service providing a receipt or deposited in the United States mail, 

postage prepaid and registered or certified return receipt requested, at the address set forth 

below, or at such other address within the continental United States of America as may have 

theretofore have been designated in writing. The effective date of any notice given as aforesaid 

shall be the date of personal delivery, one (1) business day after delivery to such overnight delivery 

service, or three (3) business days after being deposited in the United States mail, whichever is 

applicable. For purposes hereof, the addresses are as follows: 

4


If to Borrower: 

If to Lender: 

SPANISH TRAIL COUNTRY CLUB, INC. 





Jolley Urga Wirth Woodbury & Standish 

3800 Howard Hughes Parkway 

Sixteenth Floor 







Atm: Vice President, Loan Servicing 






Attn: Vice President, Settlements & Administration 

9. Applicable Law: This Agreement shall be governed by and interpreted in accordance 

with the laws of the State of Nevada. 

10. Headings: The paragraph headings used herein are for convenience only and are not 

to be used in interpreting this Agreement 

11. Amendments: This Agreement is irrevocable and may only be amended by a written 

amendment executed by all the parties hereto. 

12. Attorneys' Fees and Expenses: Borrower shall pay all reasonable charges of Lender, 

and such reasonable attorneys' fees, expenses and other costs as may be reasonably incurred by 

Lender in connection with the enforcement of this Agreement. Notwithstanding the foregoing, if any 

action is instituted to enforce the terms hereof, only the prevailing party shall be entitled to reasonable 

attorneys' fees, costs and expenses (in the case of Lender, whether charged by staf fcounselor outside 

counsel). 

5


13. Assignment: This Agreement may not be assigned by Borrower without the written 

consent of.Lender. Should an assignment be permitted hereunder, this Agreement shall inure to the 

benefit of and bind the successors and assigns of the parties hereto. 

14. Execution in Counterparts: This Agreement may be executed in any number of 

counterparts, each of which may be executed by any one or more of the parties hereto, but all of 

which shall constitute one instrument, and shall be binding and effective when all parties hereto have 

executed at least one counterpart. 

15. Further Assurances. Borrower agrees to do all acts and things and to make, execute 

and deliver such written instruments, as shall from time to time be reasonably required by Lender to 

carry out the terms and provisions of this Agreement. 

16. Waiver of Jury Trial. Borrower and Lender hereby knowingly, voluntarily and 

intentionally waive the right either may have to a trial by jury in respect to any action, proceeding, 

litigation or counterclaim based hereon, or arising out of, under or in connecti on with this Agreement, 

or any course of conduct, course of dealing, actions or statements (whether verbal or written) of 

either party in connection herewith. This provision is a material inducement in executing this 

Agreement. 

IN WITNESS WHEREOF, the parties have executed this Agreement under seal effective as 

of the day and year first above written. 

BORROWER: 

SPANISH TRAIL COON Y CLUB, INC., 

a Nev. n-profit 

By: 

Its: 

LENDER: 




By: 

Its: 

6


13. Assignment: This Agreement may not be assigned by Borrower without the written 

consent of Lender. Should an assignment be permitted hereunder, this Agreement shall inure to the 

benefit of and bind the successors and assigns of the parties hereto. 

14. Execution in Counterparts: This Agreement may be executed in any number of 

counterparts, each of which may be executed by any one or more of the parties hereto, but all of 

which shall constitute one instrument, and shall be binding and effective when all parties hereto have 

executed at least one counterpart. 

15. Further Assurances. Borrower agrees to do all acts and things and to make, execute 

and deliver such written instruments, as shall from time to time be reasonably required by Lender to 

carry out the terms and provisions of this Agreement. 

16. Waiver of Jury Trial. Borrower and Lender hereby knowingly, voluntarily and 

intentionally waive the right either may have to a trial by jury in respect to any action, proceeding, 

litigation or counterclaim based hereon, or arising out of, under or in connecti on with this Agreement, 

or any course of conduct, course of dealing, actions or statements (whether verbal or written) of 

either party in connection herewith. This provision is a material inducement in executing this 

Agreement. 

IN WITNESS WHEREOF, the parties have executed this Agreement under seal effective as 

of the day and year first above written. 

BORROWER: 



By: 

Its: 

LENDER: 



By: 

By: 

Its: 

6 

c., it authorized agent


EXHIBIT 

6 

EXHIBIT 

6


1103-al- kk S- X4 vos-z6-tkci -00i 

163 _ailk(0- 001}003 4 003 -D,c6 alto-0°k 

\cp3-a ct-5(ra- ooti Cej'a VO-Ve1-70k- 0 O 

This Document has been prepared by 

And after recording Renal) tot 

David M. Shaw, Esquire 

HAILE. SHAW & PFAFFENBERGFIL PA. 

660 U.S. Highway One, Third Floor 

North Palm Beach, FL 33408 

• 

FIRST LIEN DEED OF TRUST, SECURITY AGREEMENT 

AND FINANCING STATEMENT 

1111 H1111111111111111 

20070501 —00045 i 0 

Fee: S33.N 

NC Fee: $25•N 

€611111117 

T2N7N74432 

Requestor 

111.91E 

Debbie Conway 

MGM 

Clark County Recorder 

THIS FIRST LIEN DEED OF TRUST, SECURITY AGREEMENT AND FINANCING 

STATEMENT (this "Peed of Trust") is dated April 3f2_, 2007, by SPANISH TRAIL COUNTRY 

CLUB, INC., a Nevada non-profit corporation, ("grantor"), as Grantor, whose mailing address for 

notice hereunder is 5050 Spanish Trail Lane, Las Vegas, Nevada 89113; and Title One of Las Vegas, 

Inc., Attn: Stephanie Kennedy, 7501 Trinity Peak Avenue, Suite 250, Las Vegas, Nevada 89128 and 

any successor ("Trustee"), as Trustee with full power of sale, for the benefit of the hereinafter 

described Beneficiary. 

Capitalized terms used above and elsewhere in this Deed of Trust without definition have the 

meanings given them in the Loan Agreement referred to in Section 1.2 below. 

1. CONVEYANCE AND SECURED OpLIGATIONS, 

1.1.imotangg. For purposes of securing payment and performance of the Secured 

Obligations defined and described in Section 1.2, Grantor has GRANTED, BARGAINED, SOLD 

and CONVEYED, and by these presents does GRANT, BARGAIN, SELL and CONVEY, unto 

Trustee, in trust, the Property (hereafter defined), subject, however, to the liens, easements, 

restrictions, security interests and other title matters (if any) as reflected on the Beneficiary policy of 

title insurance accepted by Beneficiary with respect to this Deed of Trust (the "Egingussi 

Dim i'ons"), all estate, right, title and interest which Grantor now has or may later acquire in and to 

the following property (all or any part of such property, or any interest in all or any part of it, as the 

context may require, the "Property"): 

(a) the real property located in the County of Clark, State of Nevada and more 

particularly described in Exhibit A attached hereto, together with all existing and future easements 

and rights affording access to it (the "Land"); 

(b) all buildings, structures and improvements now located or later to be 

constructed on the Land (the "Improvements"); 

(c) all existing and future appurtenances, privileges, easements, franchises and 

tenements of the Land, including any rights of Grantor in and to any minerals, oil, gas, other 

Cm 

Pgs: 28


• • 

hydrocarbons and associated substances, sulphur, nitrogen, carbon dioxide, helium and other 

commercially valuable substances which may be in, under or produced from any part of the Land; ail 

development rights and credits, air rights, water, water rights (whether riparian, appropriative or 

otherwise, and whether or not appurtenant) and water stock; and any land lying in the streets, roads 

or avenues, open or proposed, in front of or adjoining the Land and Improvements; 

(d) all existing and future leases, subleases, subtenancies, licenses, occupancy 

agreements and concessions ("leases"), relating to the use and enjoyment of all or any part of the 

Land and Improvements, and any and all guaranties and other agreements relating to or made in 

connection with any of such leases; 

(e) all goods, materials, supplies, chattels, furniture, fixtures, equipment and 

machinery now or later to be attached to, placed in or on, or used in connection with the use, 

enjoyment, occupancy or operation of all or any part of the Land and Improvements, whether stored 

on the Land or elsewhere, including all pumping plants, engines, pipes, ditches and flumes, and also 

all gas, electric, cooking, heating, cooling, air conditioning, lighting, refrigeration and plumbing 

fixtures and equipment, all of which shall be considered to the fullest extent of applicable law to be 

real property for purposes of this Deed of Trust; 

(t) all building materials, equipment, work i n process or other personal property of 

any kind, whether stored on the Land or elsewhere, which have been or later will be acquired for the 

purpose of being delivered to, incorporated into or installed in or about the Land or Improvements; 

(g) all the Loan funds, whether disbursed or not, the Escrow Accounts (as defined 

in the Loan Agreement) and any of Grantor's funds now or later to be held by or on behalf of 

Beneficiary; 

(h) all rights to the payment of money, accounts, accounts receivable, reserves, 

deferred payments, refunds, cost savings, payments and deposits, whether now or later to be received 

from third parties (including all earnest money sales deposits) or deposited by Grantor with third 

parties (including all utility deposits), and to the extent assignable, all right, title and interest of 

Grantor in and to: contract rights, development and use rights, governmental permits and licenses, 

applications, architectural and engineering plans, specifications and drawings, as-built drawings, 

chattel paper, instruments, documents, notes, drafts and letters of credit (other than 1 otters °fault in 

favor of Beneficiary), which arise from or relate to construction on the Land or to any business now 

or later to be conducted on it, or to the Land and the Improvements generally; 

(i) all proceeds, including all claims to and demands for them, of the voluntary or 

involuntary conversion of any of the Land, Improvements or the other property described above into 

cash or liquidated claims, including proceeds of all present and future fire, hazard or casualty 

insurance policies and all condemnation awards or payments now or later to be made by any public 

body or decree by any court of competent jurisdiction for any taking or in connection with any 

condemnation or eminent domain proceeding, and all causes of action and their proceeds for any 

damage or injury to the Land, Improvements or the other property described above or any part of 

2

• • 

them, or breach of warranty in connection with the construction of the Improvements, including 

causes of action arising in tort, contract, fraud or concealment of a material fact; 

(j) all books and records pertaining to any and all of the property descrbed above, 

including computer-readable memory and any computer hardware or software necessar y to access 

and process such memory ("Books and Records"); 

(k) all rights to the use of any tradename in connection with the operation of the 

Improvements; 

(1) to the extent assignable, all easements now or hereafter located on or 

appurtenant to the Land and/or Improvements or under or above the same or any part thereof, 

rights-of-way, licenses, permits, approvals, and privileges, belonging or i n anyway appertaining to the 

Land and/or Improvements including without limitation all of Grantor's right; title and interest in and 

to the following to the extent assignable (i) any drainage ponds or other like drainage areas that 

benefit the Land but are not located on the Land and which may be required for permitted water 

run-off from the Land, (ii) any easements now or hereafter existing which are necessary to obtain 

access from the Land to such drainage areas, or to any other location to which Grantor has a right to 

drain water or sewage, (iii) any now or hereafter owned land required to be maintained as 

undeveloped land by the zoning rules and regulations applicable to the Land and without which the 

Land would be in, and (iv) any easements and agreements now or hereafter existing which are or may 

be established for the benefit of Grantor to allow satisfactory ingress to and egress from the Land 

and/or the Improvements; 

(m) all contracts for sale or in the nature of sales of the Property, or any portion 

thereof, now and hereafter entered into and all right, title and interest of Grantor thereunder, 

including, without limitation, cash or securities deposited thereunder to secure performance by the 

contract purchasers; and 

thereof 


(nr - all proceeds and revenue arising from or out of the Property or any part 

Capitalized terms used above and elsewhere in this Deed of Trust without definition have the 

meanings given them in the Loan Agreement referred to in Section 1.2 below. 

TO HAVE AND TO HOLD the Property unto Tnatee, forever, and Grantor does hereby 

bind itself, its successors, and assigns to WARRANT AND FOREVER DEFEND the title to the 

Property unto Trustee against every person whomsoever lawfully claiming or to claim the same or 

any part thereof; provided, however, that if Grantor shall pay (or cause to be paid) the Secured 

Obligations as and when the same shall become due and payable and shall fully perform and discharge 

(or cause to be fully performed and discharged) the Secured Obligations on or before the date same 

are to be performed and discharged, then the liens, security interests, estates, and rights granted by 

the Loan Documents shall automatically terminate, in accordance with the provisions hereof, 

otherwise same shall remain in full force and effect. A certificate or other written statement executed 

on behalf of Trustee or Beneficiary confirming that the Secured Obligations has not been fully paid, 

3


performed or discharged shall be sufficient evidence thereof for the purpose of reliance by third 

parties on such fact 

1.2 Secured Obligations. This Deed of Trust is made for the purpose of securing the 

following obligations (the "Secured Obligations") in any order of priority that Beneficiary may 

choose: 

(a) Payment of all obligations at any time owing under a promissory note of even 

date herewith, payable by Grantor, as maker in the stated principal amount of FIFTEEN MILLION 

AND NO/100 DOLLARS ($15,000,000.00) to the order of JACKSON NATIONAL LIFE 

INSURANCE COMPANY ("Beneficiary"), whose address is c/o PPM Finance, Inc., 225 West 

Wacker Drive, Suite 1200, Chicago, Illinois 60606 (the "Note"), the Note bearing interest and being, 

payable as set forth therein, and finally maturing on May 1, 2022, and all modifications, increases, 

refinancings, renewals, rearrangements, reinstatements, enlargements and extensions thereof (or of 

any promissory note or notes given in renewal, substitution or replacement thereof); and 

(b) Payment and performance of all obligations of Grantor under a Loan 

Agreement of even date herewith among Grantor, as borrower, and Beneficiary, as lender, as 

amended or supplemented from time to time (the "Loan Agreement"); and 

Trust; and 

(c) Payment and performance of all obligations of Grantor under this Deed of 

(d) Payment and performance of any obligations of Grantor under any Loan 

Documents (as defined in the Loan Agreement) which are executed by Grantor, including without 

limitation the Environmental Indemnity and Guaranty of Completion; and 

(e) Payment and performance of all future advances and other obligations that 

Grantor or any successor in ownership of all or part of the Property may agree to pay and/or perform 

(whether as principal, surety or guarantor) for the benefit of Beneficiary, when a wri ling evidences the 

parties' agreement that the advance or obligations be secured by this Deed of Trust; and 

(f) Payment and performance of all modifications, amendments, extensions and 

renewals, however evidenced, of any of the Secured Obligations. 

All persons who may have or acquire an interest in all or say part of the Property will be considered 

to have notice of, and will be bound by, the terms of the Secured Obligations and each other 

agreement or instrument made or entered into in connection with each of the Secured Obligations. 

These terms include any provisions in the Note or the Loan Agreement which provide that theinterest 

rate on one or more of the Secured Obligations may vary from time to time. 

2. ASSIGNMENT OF LEASES AND RENTS. The Grantor hereby absolutely and 

unconditionally assigns to the Beneficiary all leases of the Property ("Leases") together with the rents, 

issues and profits of the Property ("Rents") as further security for the payment and performance of 

the Security Obligations, and the Grantor grants to the Beneficiary the right to enter the Property for 

4


• • 

the purpose of collecting the same and to let the Property, or any part thereof,and to apply said Rents 

after payment of all necessary charges and expenses, on account of the Security Obligations. This 

assignment and grant shall continue in effect until the Security Obligations are fully paid and 

performed. The Beneficiary hereby waives the right to enter the Property for the purpose of 

collecting said Rents, and the Grantor shall be entitled to collect, receive and use said rents, issues and 

profits, until the occurrence of an Event of Default. The Grantor shall, from time to time upon 

request by the Beneficiary, execute, acknowledge and deliver to the Beneficiary, in form satisfactory 

to the Beneficiary, separate assignments confirming the foregoing assigmnent. The Beneficiary shall 

not be obligated to perform or discharge any obligation or duty to be performed or discharged by the 

Grantor under any Lease or other agreement affecting all or any part of the Property, and the Grantor 

hereby agrees to indemnify the Beneficiary for and save it harmless from, any and all liability arising 

from any such Lease or other agreement or any assignments thereof, and no assignment of any such 

Lease or other agreement shall place the responsibility for the control, care, management or repair of 

all or any part of the Property upon the Beneficiary, nor make the Beneficiary liable for any 

negligence in the management, operation, upkeep, repair or control of all or any part of the Property 

resulting in injury, death or property damage. The Beneficiary or the receiver shall be liable to 

account only for Rents actually received by the Beneficiary or the receiver as the case may be. 

3. GRANT OF SECURITY INTEREST. 

3.1 Security Agreement. The parties acknowledge that sonic of the Property and some or 

all of the Rents may be determined under applicable law to be personal property or fixtures. To the 

extent that any Property or Rents may be personal property, Grantor as debtor hereby grants 

Beneficiary as secured party a security interest in all such Property and Rents, to secure payment and 

performance of the Secured Obligations. This provision is not in derogation of the absolute 

assignment of the Leases and Rents contained in Section 2 above. This Deed of Trust constitutes a 

security agreement under the Uniform Commercial Code in effect from time to time in the State of 

Nevada (the "Code"), covering all such Property and Rents. Any term used or defined in the Code, 

and not defined in this Deed of Trust, shall have the meaning given to the term in the Code, when 

used in this Deed of Trust. 

3.2 fingwginalommis. Grantor hereby authorizes Beneficiary to file such financing 

statements and such other documents as Beneficiary may from time to time reasonably require to 

perfect or continue the perfection of Beneficiary's security interest in any Property or Rents. Subject 

to the provisions of the last paragraph of Section 1.1 hereof, Grantor hereby authori zes Beneficiary at 

any time and from time to time to file any initial financing statements, amendments thereto and 

continuation statements covering the Property (or any portion thereof) with or without the signature 

of Grantor as authorized by applicable law, as applicable to the Property. Grantor shall pay all fees 

and costs that Beneficiary may incur in filing such documents in public offices and in obtaining such 

record searches as Beneficiary may reasonably require. 

3.3 Fixture Filing. This Deed of Trust constitutes a financing statement filed as a fixture 

filing under Sections 9-334 (NRS 104.9334) and 9-502 (NRS 104.9502) of the Code, as amended, as 

recodified or as in effect from time to time, covering any of the Property which now is or later may 

become fixtures attached to the Land or the Improvements. The following addresses are the mailing 

5


• 

addresses of Grantor, as debtor under the Code, and Beneficiary, as secured party under the Code, 

respectively: 

Grantor: 

Beneficiary: 

Spanish Trail Country Club, Inc. 








Attn: Commercial Mortgage Servicing Department 

4. REPRESENTATIONS. COVENANTS AND AGREEMENTS. 

4.1 Title and Lien. Grantor has good and indefeasible fee simple title to the Land and 

Improvements (including any software embedded therein), and good and indefeasible title to all 

fixtures and personal property encumbered hereby, free and clear of any liens, charges, encumbrances, 

security interests, claim, easements, restrictions, options, leases, covenants, and other rights, titles, 

interests, or estates of any nature whatsoever, except the Permitted Exceptions. This Deed of Trust 

constitutes a valid, subsisting first lien on the Land, the Improvements, and such fixtures; a valid, 

subsisting first-priority security interest in and to such personalty and to the extent that the terms 

Leases and Rents include items covered by the Code, in and to the Leases and Rents; and a valid, 

subsisting first-priority assignment of the Rents not covered by the Code, all in accordance with the 

terms hereof. 

4.2 Insurance: Condemnation. In the event of any loss or damage to any portion of the 

Property due to fire or other casualty, or a taking of any portion of the Property by condemnation or 

under the power of condemnation the settlement of all insurance and condemnation claims and the 

application of insurance proceeds shall be governed by the Loan Agreement 

4.3 Stamp Tax. If, by the laws of the United States of America, or of any state or political 

subdivision having jurisdiction over Grantor, any tax is due or becomes due in respect of the issuance 

of the Note, or recording of this Deed of Trust, Grantor covenants and agrees to pay such tax in the 

manner required by any such law. Grantor further covenants to hold harmless and agrees to i ndermiify 

Beneficiary, its successors or assigns, against any liability incurred by reason of the imposition of any 

tax on the issuance of the Note, or recording of this Deed of Trust. 

4.4 Changes in Taxation. In the event of the enactment after this date of any law of the 

State in which the Property is located or any political subdivision thereof deducting from the value of 

land for the purpose of taxation any lien thereon, or imposing upon Beneficiary the payment of the 

whole or any part of the taxes or assessments or charges or liens herein required to be paid by 

Grantor, or changing in any way the laws relating to the taxation of deeds of trusts or debts secured 

by deeds of trusts or the Beneficiary's interest in the Property, or the manner of collecti on oftaxes, so 

6


• 

as to affect this Deed of Trust or the Secured Obligations, then Grantor, upon dem and byBeneficiary, 

shall pay such taxes or assessments, or reimburse Beneficiary therefor, provided, however, that if in 

the opinion of counsel for Beneficiary (1) it might be unlawful to require Grantor to make such 

payment or (ii) the making of such payment might result in the imposition of interest beyond the 

maximum amount permitted by law, then Beneficiary may elect, by notice in writing given to Grantor, 

to declare all of the Secured Obligations to be and become due and payable sixty (60) days from the 

giving of such notice. 

4.5 Subrogation. Beneficiary shall be subrogated to the 1 lens of al encumbrances, whether 

released of record or not, which are discharged in whole or in part by Beneficiary in accordance with 

this Deed of Trust or with the proceeds of any loan secured by this Deed of Trust. 

4.6 Notice of Change. Grantor shall give Beneficiary prior written notice of any change 

in: (a) the location of its place of business or its chief executive office if it has more than one place of 

business; (b) the location of any material portion of the Property, including the Books and Records; 

and (c) Grantor's legal name or form of entity. Unless otherwise approved by Beneficiary in writing, 

all Property that consists of personal property (other than the Books and Records) will be located on 

the Land and all Books and Records will be located at Grantor's place of business or chief executive 

office if Grantor has more than one place of business. 

4.7 t k! 111 8,I 4_1 1 I I -21.11 ROM time to time, 

Beneficiary may perform any of the following acts without incurring any liability or giving notice to 

any person, to the extent permitted under applicable law: (i) release any person liable for payment of 

any Secured Obligation; (ii) extend the time for payment, or otherwise alter the terms of payment, of 

any Secured Obligation; (iii) accept additional real or personal property of any kind as securty for any 

Secured Obligation, whether evidenced by deeds of trust, mortgages, security agreements or any 

other instruments of security; (iv) alter, substitute or release any property securing the Secured 

Obligations; (v) consent to the making of any plat or map of the Property or any part of it; (vi) join in 

granting any easement or creating any restriction affecting the Property; or (vii) join in any 

subordination or other agreement affecting this Deed of Trust or the lien of it 

5. DEFAULTS AND REMEDIES. 

5.1 Events of Default. An "Event of Default," as defined in the Loan Agreement, shall 

constitute an Event of Default hereunder. 

5.2 Remedies. At any time there is a continuing uncured Event of Default which has not 

been waived in writing by Beneficiary (in the exercise of its sole discretion), Beneficiary may, at 

Beneficiary's option, and by or through Trustee, by Beneficiary itself or otherwise, exercise any and 

all of the rights and remedies described below, in addition to all other rights and remedies avail ebb to 

Beneficiary at law or in equity. All of such rights and remedies shall be cumulative, and the exercise 

of any one or more of them shall not constitute an election of remedies. 

(a) Acceleration. Beneficiary may declare any or all of the Secured Obligations to be due 

and payable immediately. 

7


• 

(b) Receiver. Beneficiary, as a matter of right and without regard to the suf ficiencyofthe 

security for repayment of the Obligation and performance and discharge of the obligations hereunder, 

without notice to Grantor and without any showing of insolvency, fraud, or mismanagement on the 

part of Grantor, and without the necessity of filing any judicial or other proceeding other than the 

proceeding for appointment of a receiver, shall be entitled to the appointment of a receiver or 

receivers of the Property or any part thereof, and of the Rents, and Grantor hereby irrevocably 

consents to the appointment of a receiver or receivers. Any receiver appointed pursuant to the 

provisions of this subsection shall have the usual powers and duties of receivers in such matters. 

(c) Entry. Beneficiary, in person, by agent or by court-appointed receiver, may enter, take 

possession of, manage and operate all or any part of the Property, and may also do any and all other 

things in connection with those actions that Beneficiary may in its sole discretion consider necessary 

and appropriate to protect the security of this Deed of Trust. Such other things may include: taking 

and possession of all of Grantor's or the then owner's Books and Records; entering into, enforcing, 

modifying or canceling leases on such terms and conditions as Beneficiary may consider proper; 

obtaining and evicting tenants; fixing or modifying Rents; collection and receiving any payment of 

money owing to Beneficiary; completing any unfinished construction; and/or contracting for and 

making repairs and alterations. If Beneficiary so requests, Grantor shall assemble all of the Property 

that has been removed from the Land and make all of it available to Beneficiary at the site of the 

Land. Grantor agrees that Beneficiary may perform such acts and execute such documents as 

Beneficiary in its sole discretion may consider appropriate in connection with taking these measures. 

(d) Cure: Protection of Security. Beneficiary may cure any breach or default of Grantor, 

and if it chooses to do so in connection with any such cure, Beneficiary may also enter the Property 

and/or do any and all other things which it may in its sole, but reasonable, discretion consider 

necessary and appropriate to protect the security of this Deed of Trust Such other things may 

include: appearing in and/or defending any action or proceeding which purports to affect the security 

of, or the rights or powers of Beneficiary under, this Deed of Trust; paying, purchasing, contesting or 

compromising any encumbrance, charge, lien or claim of lien which in Beneficiary's sole judgment is 

or may be senior in priority to this Deed of Trust, such judgment of Beneficiary or to be concl usive as 

among the parties to this Deed of Trust; obtaining insurance and/or paying any customary premiums 

or charges for insurance required to be carried under the Loan Agreement; otherwise caring for and 

protecting any and all of the Property; and/or employing counsel, accountants, contractors and other 

appropriate persons to assist Beneficiary. Beneficiary may take any of the actions permitted under 

this Section 5.2(d) either with or without giving notice to any person. Any reasonable amounts 

actually expended by Beneficiary under this Section 5.2(d) shall be secured by this Deed of Trust. 

(e) Uniform Commercial Code Remedies. Beneficiary may exercise any or all of the 

remedies granted to a secured party under the Code. 

(f) Foreclosure. Upon the occurrence of any Default, Beneficiary m ay request Trustee to 

proceed with foreclosure under the power of sale which is hereby conferred, such foreclosure to be 

accomplished in accordance with the following provisions: 

8


• 

(i) Public Sale. Trustee is hereby authorized and empowered, and it shall be 

Trustee's special duty, upon such request of Beneficiary to sell the Property, or any part thereof:, at 

public auction to the highest bidder for cash, with or without having taken possession of same. Any 

such sale (including notice thereof) shall comply with the applicable requirements, if any, governing 

sales of Nevada real property under powers of sale, conferred by deeds of trust. If there is no statute 

in force at the time of the sale governing sales of Nevada real property under powers of sale conirred 

by deeds of trust, such sale shall comply with applicable law, at the time of the sale governing sales of 

Nevada real property under powers of sale conferred by deeds of trust 

00 Right to Requirc_Proof of Finaacial Ability and/or Cash Bid. At any time 

during the bidding, the Trustee may require a bidding party: (A) to disclose its full name and address, 

and the name and address of the principal the bidding party is representing (if applicable), and (B) to 

demonstrate reasonable evidence of the bidding party's financial ability (or, if applicable, the fi 

ability of the principal of such bidding party), as a condition to the bidding party submitting bids at the 

foreclosure sale. If any such bidding party (the "Questioned Bidder') declines to comply with the 

Trustee's requirement in this regard, or if such Questioned Bidder does respond but the Trustee, in 

Trustee's reasonable discretion, deems the information or the evidence of the financial ability of the 

Questioned Bidder (or, if applicable, the principal of such bidding party) to be inadequate, then the 

Trustee may continue the bidding with reservation; and in such event (1) the Trustee shall be 

authorized to caution the Questioned Bidder concerning the legal obligations to be incurred in 

submitting bids, and (2) if the Questioned Bidder is not the highest bidder at the sale, or if having 

been the highest bidder the Questioned Bidder fails to deliver the cash purchase price payment 

promptly to the Trustee, all bids by the Questioned Bidder shall be null and void. 

Subject to applicable mandatory provisions of Nevada law: (A) the Trustee may, in 

Trustee's sole and absolute discretion, determine that a credit bid may be in the best interest of the 

Grantor and Beneficiary, and elect to sell the Property for credit or for a combination of cash and 

credit; provided, however, that the Trustee shall have no obligation to accept any bid except an all 

cash bid, and (B) in the event the Trustee requires a cash bid and cash is not delivered within a 

reasonable time after conclusion of the bidding process, as specified by the Trustee, but in no event 

later than 4:45 p.m. local time on the day of sale, the Trustee may again sell the property to the 

highest bidder, after again giving the notice previously provided. 

(iii) Trustee's Deeds. After any sale under this subsection, Trustee shall make 

good and sufficient deeds, assignments, and other conveyances to the purchaser or purchasers 

thereunder in the name of Grantor, conveying the Property or any part thereof so sold to the 

purchaser or purchasers without warranty. It is agreed that in any deeds, assignments or other 

conveyances given by Trustee, any and all statements of fact or other recitals therein made as to the 

identity of Beneficiary, the occurrence or existence of any Default, the notice of intention to 

accelerate, or acceleration of, the maturity of the Obligation, the request to sell, notice of sale, time, 

place, terms and manner of sale, and receipt, distribution, and application of the money realized 

therefrom, the due and proper appointment of a substitute trustee, and without being limited by the 

foregoing, any other act or thing having been duly done by or on behalf of Beneficiary or by or on 

behalf of Trustee, shall be taken by all courts of law and equity as prima facie evidence that such 

statements or recitals state true, correct and complete facts and are without further question to be so 

9


• 

accepted, and Grantor does hereby ratify and confirm any and all acts that Trustee may lawfully do in 

the Property by virtue hereof. 

(iv) fteneficiarv's Judicial Remedies. Beneficiary, or Trustee, upon written request 

of Beneficiary, may proceed by suit or suits, at law or in equity, to enforce the payment of the 

Secured Obligations and the performance and discharge of the Secured Obligations in accordance 

with the terms hereof, of the Note, and the other Loan Documents, to foreclose the liens and security 

interests of this Deed of Trust as against all or any part of the Property, and to have all or any part of 

the Property sold under the judgment or decree of a court of competent jurisdiction. This remedy 

shall be cumulative of any other nonjudicial remedies available to the Beneficiary with respect to the 

Loan Documents. Proceeding with a request or receiving a judgment for legal relief shal I not be or be 

deemed to be an election of remedies or bar any available nonjudicial remedy of the Beneficiary. 

(g) Other Remedies. Beneficiary may exercise all rights and remedies contained in any 

other instrument, document, agreement or other writing heretofore, concurrently or in the future 

executed by Grantor or any other person or entity in favor of Beneficiary in connection with the 

Secured Obligations or any part thereof, without prejudice to the right of Beneficiary thereafter to 

enforce any appropriate remedy against Grantor. Beneficiary shall also have the right to pursue all 

remedies afforded to a Deed of Trust or holder of a beneficial interest in a deed of trust under 

applicable law, including all amendments thereto which may become effective from time to time after 

the date hereof. 

(h) Power of Sale for Personal Property. Under this power of sale, Beneficiary shall have 

the discretionary right to cause some or all of the Property, which constitutes personal property, to be 

sold or otherwise disposed of in any combination and in any manner permitted by applicable law. 

(i) For purposes of this power of sale, Beneficiary may elect to treat as personal 

property any Property which is intangible or which can be severed from the Land or Imptovements 

without causing structural damage. If it chooses to do so, Beneficiary may dispose of any personal 

property, in any manner permitted by Article 9 of the Code, including any public or private sale, or in 

any manner permitted by any other applicable law. 

(ii) In connection with any sale or other disposition of such Property, Grantor agrees 

that the following procedures constitute a commercially reasonable sale: Beneficiary shall mail 

written notice of the sale to Grantor not later than forty-five (45) days prior to such sale. Once per 

week during the four weeks immediately preceding such sale, Beneficiary will publish notice of the 

sale in a local daily newspaper of general circulation. Upon receipt of any written request, 

Beneficiary will make the Property available to any bona fide prospective purchaser for inspection 

during reasonable business hours. Notwithstanding, Beneficiary shall be under no obligation to 

consummate a sale if, in its judgment, none of the offers received by it equals the fair value of the 

Property offered for sale. The foregoing procedures do not constitute the onl y procedures that nay be 

commercially reasonable. 

(i) S . gle or Multiple Foreclosure Sales. If the Property consists of more than one lot, 

parcel or item of property, Beneficiary may, subject to applicable law: 

10


(1) designate the order in which the lots, parcels and/or items shall be sold or 

disposed of or offered for sale or disposition; and 

(2) elect to dispose of the lots, parcels and/or items through a single consolidated 

sate or disposition to be held or made under or in connection with judicial proceedings, or by virtue of 

a judgment and decree of foreclosure and sale; or through two or more such sales or dispositions; or 

in any other manner Beneficiary may deem to be in its best interests (any foreclosure sale or 

disposition as permitted by the terms hereof is sometimes referred to herein as a "Foreclosure Sale;" 

and any two or more such sales, "Foreclosure Sales"). 

If it chooses to have more than one Foreclosure Sale, Beneficiary at its option may cause the 

Foreclosure Sales to be held simultaneously or successively, on the same day, or on such different 

days and at such different times and in such order as it may deem to be in its best interests. No 

Foreclosure Sale shall terminate or affect the liens of this Deed of Trust on any part of the Property 

which has not been sold, until all of the Secured Obligations have been paid in full. 

(j) Beneficiary as Purchaser. Beneficiary may be the purchaser of the Property or any 

part thereof, at any sale thereof, whether such sale be under the power of sale herein vestedin Trustee 

or upon any other foreclosure of the liens and security interests hereof, or otherwise, and Beneficiary 

shall, upon any such purchase, acquire good title to the Property so purchased, free of the liens and 

security interests hereof. The Beneficiary, as purchaser, shall be treated in the same manner as any 

third party purchaser and the proceeds of the Beneficiary's purchase shall be applied in accordance 

with Section 5.3 of this Deed of Trust. 

5.3 Application of Proceeds. The proceeds from any sale, lease, or other disposition made 

pursuant to this Article V shall be applied by Trustee, or by Beneficiary, as the case may be, to the 

Secured Obligations in the following order and priority: (1) to the payment of all expenses of 

advertising, selling, and conveying the Property or part thereof, and/or prosecuting or otherwise 

collecting Rents, proceeds, premiums or other sums including reasonable attorneys' fees and a 

reasonable fee or commission to Trustee, not to exceed five percent of the proceeds thereof or sums 

so received; (2) first, to accrued but unpaid interest, second, to matured principal, and third, to 

=matured principal in inverse order of maturity; (3 the balance, if any or to the extent applicable, 

remaining after the full performance and discharge of the Secured Obligations to the holder or 

beneficiary of any valid inferior liens covering the Property, if any, in order of the priority of such 

valid inferior liens (Trustee and Beneficiary shall hereby be entitled to rely exclusively on a 

commitment for title insurance issued to determine such priority); and (4) the cash balance, if any, to 

the Grantor. The application of proceeds of sale or other proceeds as otherwise provided herein shall 

be deemed to be a payment of the Secured Obligations like any other payment. The balance of the 

Secured Obligations remaining unpaid, if any, shall remain fully due and owing i n accordance will the 

terms of the Note or the other Loan Documents. 

5.4 Abandonment of Sale. In the event a foreclosure hereunder is commenced by Trustee 

in accordance with this Deed of Trust, at any time before the sale, Trustee may abandon the sale, and 

Beneficiary may then institute suit for the collection of the Secured Obligations and for the 

foreclosure of the liens and security interests hereof and of the Loan Documents. If Beneficiary 

11


• • 

should institute a suit for the collection of the Secured Obligations and for a foreclosure of the liens 

and security interests, Beneficiary may, at any time before the entry of a final judgment in said suit, 

dismiss the same and require Trustee to exercise its power of sale in accordance with the provisions 

of this Deed of Trust. 

5.5 Payment of Fees. If the Note or any other part of the Secured Obligations shall be 

collected or if any of the Secured Obligations shall be enforced by legal proceedings, whether through 

a probate or bankruptcy court or otherwise, or shall be placed in the hands of an attorney for 

collection after maturity, whether matured by the expiration of time or by an option given to the 

Beneficiary to mature same, or if Beneficiary becomes a party to any suit where this Deed of Trust or 

the Property or any part thereof is involved, Grantor agrees to pay Benef iciary's reasonabb attorneys' 

fees and expenses incurred, and such fees and expenses shall be and become a part of the Secured 

Obligations and shall bear interest from the date such costs are incurred at the Default Rate. 

6. RELEASE OF LIEN. If Grantor shall fully pay all of the Secured Obligations and comply 

with all of the other terms and provisions hereof and of the other Loan Documents to be performed 

and complied with by Grantor, then this Deed of Trust shall be null and void. Benefi ciary shal release 

this Deed of Trust and the lien thereof by proper instrument upon payment and discharge of all of the 

Secured Obligations and payment by Grantor of any filing fee in connection with such release. 

7. MISCELLANEOUS PROVISIONS. 

7.1 Additional Provisions. The Loan Documents fully state all of the terms and conditions 

of the parties' agreement regarding the matters mentioned in or incidental to this Deed of Trust. The 

Loan Documents also grant further rights to Beneficiary and contain further agreements and 

affirmative and negative covenants by Grantor which apply to this Deed of Trust and the Property. 

7.2 Giving of Notice. Any notice, demand, request or other communication which any 

party hereto may be required or may desire to give hereunder shall be given as provi ded in Seed= 9.3 

of the Loan Agreement. 

7.3 Remedies Not Exclusive. Beneficiary shall be entitled to enforce payment and 

performance of any of the Secured Obligations and to exercise all rights and powers under this Deed 

of Trust or other agreement or any laws now or hereafter in force, notwithstanding some or all of the 

Secured Obligations may now or hereafter be otherwise secured, whether by mortgage, deed of trust, 

pledge, lien, assignment or otherwise. Neither the acceptance of this Deed of Trust nor its 

enforcement, whether by court action or other powers herein contained, shall prejudice or in any 

manner affect Beneficiary's right to realize upon or enforce any other security now or hereafter held 

by Beneficiary, it being agreed that Beneficiary shall be entitled to enforce this Deed of Trust and any 

other remedy herein or by law provided or permitted, but each shall be cumulative and shall be in 

addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by 

statute. No waiver of any default of the Grantor hereunder shall be implied from any omission by the 

Beneficiary to take any action on account of such default if such default persists or i s repeated, and no 

express waiver shall affect any default other than the default specified in the express waiver and that 

12


• • 

only for the time and to the extent therein stated. No acceptance of any payment of any one or more 

delinquent installments which does not include interest at the Default Rate from the date of 

delinquency, together with any required late charge, shall constitute a waiver of the right of 

Beneficiary at any time thereafter to demand and collect payment of interest at such Default Rate or 

of late charges, if any. 

7.4 Waiver of Statutory Rights. To the extent permitted by law, Grantor hereby agrees 

that it shall not and will not apply for or avail itself of any appraisement, valuation, stay, extension or 

exemption laws, or any so-called "Moratorium Laws," now existing or hereafter enacted, in order to 

prevent or hinder the enforcement or foreclosure of this Deed of Trust, but hereby waives the benefit 

of such laws. To the extent that Grantor may lawfully do so, Grantor for itself and all who may claim 

through or under it waives any and all right to have the property and estates comprising the Property 

marshalled upon any foreclosure of the lien hereof and agrees that any court having competent 

jurisdiction to foreclose such lien may order the Property sold as an entirety. To the extent permitted 

by applicable law, Grantor hereby waives any and all rights of redemption from sale under any order 

or decree of foreclosure of this Deed of Trust on its behalf and on behalf of each and every person, 

except decree or judgment creditors of Grantor, acquiring any interest in or title to the Property 

subsequent to the date of this Deed of Trust. 

7.5 estoppel Affidavits. Grantor, within fifteen (15) days after written request from 

Beneficiary, shall furnish a written statement, duly acknowledged, setting forth the unpaid principal 

of, and interest on, the Secured Obligations and stating whether or not any offsets or defense exists 

against such Secured Obligations, and covering such other matters as Beneficiary may reasonably 

require. 

7.6 Merger. No merger shall occur as a result of Beneficiary's acquiring any other estate 

in or any other lien on the Property unless Beneficiary consents to a merger in writing. 

7.7 Binding on Successors and Assigns . This Deed of Trust and all provisions hereof 

shall be binding upon Grantor and all persons claiming under or through Grantor, and shall inure to 

the benefit of Beneficiary and its successors and assigns. 

7.8 Captions. The captions and headings of various paragraphs of this Deed of Trust are 

for convenience only and are not to be construed as defining or limiting, in any way, the scope or 

intent of the provisions hereof. 

7.9 aeyerabila. If all or any portion of any provision of this Deed of Trust shall be held 

to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceabi lily 

shall not affect any other provision hereof or thereof, and such provision shall be limited and 

construed as if such invalid, illegal or unenforceable provisions or portion thereof were not contained 

herein. 

7.10 Effect of Extensions of Tune and Amendments. If the payment of the Secured 

Obligations or any part thereof be extended or varied or if any part of the security be released, all 

persons now or at any time hereafter liable therefor, or interested in the Property, shall be held to 

13


• • 

assent to such extension, variation or release, and their liability and the lien and all provisions hereof 

shall continue in full force, the right of recourse, if any, against all such persons being expressly 

reserved by Beneficiary, notwithstanding such extension, variation or release. Nothi ng n this Section 

7.10 shall be construed as waiving any provision contained herein or in the Loan Documents which 

provides, among other things, that it shall constitute an Event of Default if the Property be sold, 

conveyed, or encumbered. 

7.11 Beneficiary's Lienjor Service Charge And Expenses. At all times, regardless of 

whether any Loan proceeds have been disbursed, this Deed of Trust secures (in addition to the 

amounts secured hereby) the payment of any and all Loan commissions, service charges, liquidated 

damages, expenses and advances due to or incurred by Beneficiary in connection with the Loan 

pursuant to the terms hereof of any other Loan Document or pursuant to the terms of any other 

written agreement to which Grantor is a party; provided, however, that in no event shall the total 

amount secured hereby exceed two hundred percent (200%) of the face amount of the Note. 

7.12 Applicable Law. This Deed of Trust shall be governed by and construed under the 

internal laws of the State of Nevada. 

7.13 Due on Sale. Except as provided or permitted in the Loan Agreement, the transfer of 

the Property shall constitute an Event of Default. 

7.14 Secondary Except as provided in the Loan Agreement, Grantor shall not 

cause or allow any other Deed of Trusts (or instruments in the nature thereof) to encumber the 

Property or any portion thereof. 

7.15 krogyozni. The Note may not be prepaid except as provided therein. 

7.16 Maturity Date. The maturity date of the Note is May 1, 2022. 

7.17 Time of the Essence. Time is of the essence with respect to each and every covenant, 

agreement and obligation of Grantor and Beneficiary under this Deed of Trust, the Note and the other 

Loan Documents. 

7.18 Further Assurances. Grantor will, at the cost of Grantor, and without expense to 

Beneficiary, do, execute, acknowledge and deliver all and every such further acts, deeds, 

conveyances, mortgages, assignments, notices of assignments, transfers and assurances as Beneficiary 

shall from time to time reasonably require, for the better assuring, conveying, assigning, transferring 

and confirming unto Beneficiary the Property and rights hereby conveyed or assigned or intended 

now or hereafter so to be, or which Grantor may be or may hereafter become bound to convey or 

assign to Beneficiary, or for carrying out the intention or facilitating the performance of the terms of 

this Deed of Trust, or for filing, registering or recording this Deed of Trust and, on demand, will 

execute and deliver, and hereby authorizes Beneficiary to execute in the name of Grantor to the extent 

it may lawfully do so, one or more financing statements, chattel mortgages or comparable security 

instruments, to evidence more effectively the lien hereof upon the mixed or Personal Property; 

14


• • 

provided however that no such documents shall increase the liability of Grantor from that set forth in 

the Loan Documents as of the date of funding or subsequent modifications thereto. 

7.19 Recordation. Grantor forthwith upon the execution and del ivery of this Deed of Trust, 

and thereafter from time to time, will cause this Deed of Trust, and any security instrument creating a 

lien or evidencing the lien hereof upon the Property, or any portion thereof, in favor of Beneficiary 

and each instrument of further assurance in favor of Beneficiary, to be filed, registered or recorded in 

such manner and in such places as may be required by any present or future law in order to publish 

notice of and fully to protect the hen hereof upon, and the interest of Beneficiary in, the Property. 

Grantor will pay all filing, registration or recording fees, and all reasonable third party 

expenses actually incurred by Grantor incident to the preparation, execution and acknowledgment of 

this Deed of Trust, any Deed of Trust supplemental hereto, any security instrument with respect to 

the Property and any instrument of further assurance, and all federal, state, county and municipal 

stamp taxes, duties, impositions, assessments and charges arising out of or in connection with the 

execution and delivery of the Note, this Deed of Trust, any Deed of Trust supplemental hereto, any 

security instrument, any other Loan Documents or any instrument of further assurance. 

7.20 Modifications. This Deed of Trust may not be changed or terminated except in writing 

signed by both parties. The provisions of this Deed of Trust shall extend and be applicable to all 

renewals, amendments, extensions, consolidations, and modifications of the other Loan Documents, 

and any and all references herein to the Loan Documents shall be deemed to include any such 

renewals, amendments, extensions, consolidations or modifications thereof. 

7.21 Independence of Security. Subject to the Permitted Exceptions, Grantor shall not by 

act or omission permit any building or other improvement on any premises not subject to the lien of 

this Deed of Trust to rely on the Property or any part thereof or any interest therein to fulfill any 

municipal or governmental requirement, and Grantor hereby assigns to Beneficiary any and all rights 

to give consent for any premises not subject to the lien of this Deed of Trust to rely on all or any 

portion of the Property or any interest therein to fulfill any governmental or municipal requirement. 

Grantor shall not cause or permit the impairment of the integrity of the Property as two separate 

zoning lots, and as one or more complete tax parcels, separate and apart from all other prem ises. Any 

act or omission by Grantor which would result in a violation of any of the provisions of this Section 

shall be void. 

7.22 Controlling Agreement. It is expressly stipulated and agreed to be the intent of 

Grantor, Trustee and Beneficiary at all times to comply with applicable Nevada law or applicable 

United States federal law (to the extent that it permits Beneficiary to contract for, charge, take, 

reserve, or receive a greater amount of interest than under Nevada law) and that this section shall 

control every other covenant and agreement in this Deed of Trust and the other Loan Documents. If 

the applicable law is ever judicially interpreted so as to render usurious any amount called for under 

the Note or under any of the other Loan Documents, or contracted for, charged, taken, reserved, or 

received with respect to the Indebtedness, or if Beneficiary's exercise of the option to accelerate the 

maturity of the Note, or if any prepayment by Grantor results in Grantor having paid any interest in 

excess of that permitted by applicable law, then it is Grantor's, Trustee's and Beneficiary's express 

15


• • 

intent that all excess amounts theretofore collected by Beneficiary shall be credited on the principal 

balance of the Note and all other Secured Obligations (or, if the Note and all other Secured 

Obligations have been or would thereby be paid in full, refunded to Grantor), and the provisions of 

the Note and the other Loan Documents immediately be deemed reformed and the amounts thereafer 

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 

Beneficiary for the use, forbearance, or detention of the Note shall, to the extent permitted by 

applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the 

Note until payment in full so that the rate or amount of interest on account of the Note does not 

exceed the Maximum Lawful Rate from time to time in effect and applicable to the Note for so long 

as the Note is outstanding. Notwithstanding anything to the contrary contained herein or in any of 

the other Loan Documents, it is not the intention of Trustee and/or Beneficiary to accelerate the 

maturity of any interest that has not accrued at the time of such acceleration or to collect unearned 

interest at the time of such acceleration. 

7.23 Entire Agreement Amendment. THIS DEED OF TRUST AND THE OTHER 

LOAN DOCUMENTS EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES 

HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND 

SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, 

REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, 

RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE 

CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR 

SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. 

THERE ARE NO UNWRITTEN OR ORAL AGREEMENTS AMONG THE PARTIES HERETO 

WITH RESPECT TO THE SUBJECT MATTER OF THE LOAN DOCUMENTS. The provisions 

of this Deed of Trust and the Loan Documents may be amended or waived only by an instrument in 

writing signed by the Grantor and Beneficiary. 

7.24 Instrument. This Deed of Trust shall be deemed to be and shall be enforceable as a 

deed of trust, leasehold deed of trust, security agreement and financing statement. 

7.25 WAIVER OF JURY TRIAL. GRANTOR AND BENEFICIARY AGREE THAT 

ANY SUIT, ACTION OR PROCEEDING, WHETHER CLAIM OR COUNTERCLAIM, 

BROUGHT BY GRANTOR OR BENEFICIARY ON OR WITH RESPECT TO THIS DEED OF 

TRUST OR ANY OTHER LOAN DOCUMENT OR THE DEALINGS OF THE PARTIES WITH 

RESPECT HERETO OR THERETO, SHALL BE TRIED ONLY BY A COURT AND NOT BY A 

JURY. BENEFICIARY AND GRANTOR EACH HEREBY KNOWINGLY, VOLUNTARILY 

AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, 

ACTION OR PROCEEDING. FURTHER, GRANTOR WAIVES ANY RIGHT IT MAY HAVE 

TO CLAIM OR RECOVER, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY SPECIAL, 

EXEMPLARY, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES OTHER THAN, OR IN 

ADDITION TO, ACTUAL DAMAGES. GRANTOR ACKNOWLEDGES AND AGREES THAT 

THIS SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS DEED OF TRUST AND 

THAT BENEFICIARY WOULD NOT EXTEND CREDIT TO GRANTOR IF THE WAIVERS 

SET FORTH IN THIS SECTION WERE NOT A PART OF THIS DEED OF TRUST. 

16


8. CONCERNING THE TRUSTEE. 

• • 

8.1 No Required Action. Trustee shall not be required to take any action toward the 

execution and enforcement of the trust hereby created or to institute, appear in, or defend any action, 

suit, or other proceeding in connection therewith where, in his opinion, such action woul d be likely to 

involve him in expense or liability, unless requested so to do by a written instrument signed by 

Beneficiary and, if Trustee so requests, unless Trustee is tendered security and indemnity satisfactory 

to Trustee against any and all cost, expense, and liability arising therefrom. Trustee shall not be 

responsible for the execution, acknowledgment, or validity of the Loan Documents, or for the proper 

authorization thereof, or for the sufficiency of the lien and security interest purported to be created 

hereby, and Trustee makes no representation in respect thereof or in respect of the rights, remedies, 

and recourses of Beneficiary. 

8.2 Certain Rights. With the approval of Beneficiary, Trustee shall have the right to take 

any and all of the following actions: (i) to select, employ, and advise with counsel (who may be, but 

need not be, counsel for Beneficiary) upon any matters arising hereunder, including the preparation, 

execution, and interpretation of the Loan Documents, and shall be fully protected i n relying as to legal 

matters on the advice of counsel, (ii) to execute any of the trusts and powers hereof and to perform 

any duty hereunder either directly or through his agents or attorneys, (iii) to select and employ, in and 

about the execution of his duties hereunder, suitable accountants, engineers and other experts, agents 

and attorneys-in-fact, either corporate or individual, not regularly in the employ of Trustee, and 

Trustee shall not be answerable for any act, default, negligence, or misconduct of any such 

accountant, engineer or other expert, agent or attorney-in-fact, if selected with reasonable care, or for 

any error of judgment or act done by Trustee in good faith, or be otherwise responsible or 

accountable under any circumstances whatsoever, except for Trustee's negligence or bad faith, and 

(iv) any and all other lawful action as Beneficiary may instruct Trustee to take to protect or enforce 

Beneficiary's rights hereunder. Trustee shall not be personally liable in case of entry by Trustee, or 

anyone entering by virtue of the powers herein granted to Trustee, upon the Property for debts 

contracted for or liability or damages incurred in the management or operation of the Property. 

Trustee shall have the right to rely on any instrument, document, or signature authorizing or 

supporting any action taken or proposed to be taken by Trustee hereunder, believed by Trustee in 

good faith to be genuine. Trustee shall be entitled to reimbursement for reasonable expenses incurred 

by Trustee in the performance of Trustee's duties hereunder and to reasonable com pensation fix such 

of Trustee's services hereunder as shall be rendered. Grantor will, from time to time, pay the 

compensation due to Trustee hereunder and reimburse Trustee for, and save Trustee harm less aganst, 

any and all liability and expenses which may be incurred by Trustee in the performance of Trustee's 

duties. 

8.3 Retention of Money. All moneys received by Trustee shall, until used or applied as 

herein provided, be held in trust for the purposes for which they were received, but need not be 

segregated in any manner from any other moneys (except to the extent required by applicable law) 

and Trustee shall be under no liability for interest on any moneys received by Trustee hereunder 

(except to the extent required by applicable law). 

8.4 Successor Trustees. Trustee may resign by the giving of notice of such resignation in 

writing or verbally to Beneficiary. If Trustee shall die, resign, or become disqualified from acting in 

17


• • 

the execution of this trust, or if, for any reason, Beneficiary shall prefer to appoint a substitute trustee 

or multiple substitute trustees, or successive substitute trustees or successive multiple substitute 

trustees, to act instead of the aforenamed Trustee, Beneficiary shall have full power to appoint a 

substitute trustee (or, if preferred, multiple substitute trustees) in succession who shall succeed (and if 

multiple substitute trustees are appointed, each of such multiple substitute trustees shall succeed) to 

all the estates, rights, powers, and duties of the aforenamed Trustee. Such appointment may be 

executed by any authorized agent of Beneficiary, and if such Beneficiary be a corporation and such 

appointment be executed in its behalf by any officer of such corporation, such appointment shall be 

conclusively presumed to be executed with authority and shall be valid and sufficient without proofof 

any action by the board of directors or any superior officer of the corporation. If multiple substitute 

Trustees are appointed, each of such multiple substitute Trustees shall be empowered and authorized 

to act alone without the necessity of the joinder of the other multiple substitute trustees, whenever 

any action or undertaking of such substitute trustees is requested or required under or pursuant to this 

Deed of Trust or applicable law. 

8.5 Perfection of Appointment. Should any deed, conveyance, or instrument ofany nature 

be reasonably required from Grantor by any Trustee or substitute Trustee to more fully and certainly 

vest in and confirm to the Trustee or substitute Trustee such estates, rights, powers, and duties, then, 

upon written request by the Trustee or substitute Trustee, any and all such deeds, conveyances and 

instruments shall be made, executed, acknowledged, and delivered and shall be caused to be recorded 

and/or filed by Grantor. 

8.6 Succession Instruments. Any substitute Trustee appointed pursuant to any of the 

provisions hereof shall, without any further act, deed, or conveyance, become vested with all the 

estates, properties, rights, powers, and trusts of its or his predecessor in the rights hereunder with like 

effect as if originally named as Trustee herein; but nevertheless, upon the written request of 

Beneficiary or of the substitute Trustee, the Trustee ceasing to act shall execute and deliver any 

instrument transferring to such substitute Trustee, upon the trusts herein expressed, all the estates, 

properties, rights, powers, and trusts of the Trustee so ceasing to act, and shall duly assign, transfer 

and deliver any of the property and moneys held by such Trustee to the substitute Trustee so 

appointed in the Trustee's place. 

8.7 No Representation by Trustee or Beneficiary. By accepting or approving anything 

required to be observed, performed, or fulfilled or to be given to Trustee or Beneficiary pursuant to 

the Loan Documents, including without limitation, any officer's certificate, balance sheet, statement 

of profit and loss or other financial statement, survey, appraisal, or insurance policy, neither Trustee 

nor Beneficiary shall be deemed to have warranted, consented to, or affirmed the suffici ency, legality, 

effectiveness, or legal effect of the same, or of any term, provision, or condition thereof, and such 

acceptance or approval thereof shall not be or constitute any warranty or affirmation with respect 

thereto by Trustee or Beneficiary. 

8.8 Notice of Indemnification. GRANTOR ACKNOWLEDGES THAT THIS DEED OF 

TRUST PROVIDES FOR INDEMNIFICATION OF BENEFICIARY BY GRANTOR. 

18


i,dri-nesses 

STATE OF NEVA 0 A 

• • 

IN WITNESS WHEREOF, Grantor has executed this Deed of Trust as of the date first 

written above. 

GRANTOR HEREBY ACKNOWLEDGES THAT IT HAS RECEIVED WITHOUT CHARGE A 

TRUE COPY OF THIS DEED OF TRUST. 


GRANTOR: 

SPANISH TRAIL 

a Neva 1 : no profit o 

By: 

Name: 

Title: 

Y CLUB, INC., 

I certify that on I , Z.0 0 7 , 2007, $- titer- 'KILL came before 

me in person and stated to my satisfaction that he/she: 

(a) made the attached instrument; and 

(b) was authorized to and did execute this instrument on behalf of and as 

VIVaiSiLAT of SPANISH TRAIL COUNTRY CLUB, INC., a Nevada non profit 




* HY PUBLIC 

• OF NEVADA 

• ,- iv of Da* 

IAAA RAY 

Nn 94.4796-1 

• • •r : ..s )una22. 


Notary's Printed name: lbor-1214%0- 

Notary's Commission Expires: 5 - 2-2:-L/ 0 

19

• • 

EXHIBIT A 

LEGAL DESCRIPTION 

Lot 4 of The Clubhouse and Models at Spanish Trail, file for record with County Recorder of Clark County, 

Nevada, on August 22, 1985, in Book 33 of Plats, Page 51, Official Records. 

Together with a non-exclusive easement for utilities, access, ingress and egress over the property as contained in a 

document entitled Grant, Bargain, Sale Deed recorded December 18, 1986 in Book 861218 as Instrument No. 

00855, all in the Office of the County Recorder, Clark County, Nevada, which easement is Appurtenant to the 

above description. 

and 

Lots One (1) through Six (6), inclusive, ofThe Spanish Trail Golf Course and Residential Lots, as shown byrnap 

thereof on file in Book 58 of Plats, Page 76, in the Office of the County Recorder of Clark County, Nevada. 


maintenance vehicles) and pedestrian access, ingress and egress over (a) all Master Association Property as said 

term is described in the Master Declaration of Covenants and Restrictions for Spanish Trail recorded March 7, 

1984 in Book 1885 as Instrument No. 1844877, and re-recorded December 12, 1988 in Book 881212 as 

Instrument No. 00586, all in the Office of the County Recorder, Clark County, Nevada and; (b) Spanish Trail 

Lane, Spanish Gate Drive, Butler Nations/ Drive and Seven Oaks Way, which easements are appurtenant to said 

Lots 1-6. 

Excepting therefrom a portion of Lot Two (2) in that certain Record of Survey, performed by Lawrence W. Ruvo 

and filed in File 74 of Surveys, at Page 6 and recorded December 6, 1994, in Book 941206 as Instrument No. 

00836, Official Records. 

and 


The Northwest Quarter (NW 1/4) of the Northwest Quarter (NW 1/4) of the Northwest Quarter (NW 1/4) of the 

Southeast Quarter (SE 1/4) of Section 27, Township 21 South, Range 60 East, M.D.B. & M. 

RESERVING THEREFROM, on behalf of Spanish Trail Master Association, a Nevada non-profit corporation, 

for its members, a permanent exclusive surface easement over the easterly forty-eight feet (48') and the southerly 

one hundred eight feet (108') of said real property for vehicle storage, including storage of recreational vehicles, 

boats, trailers, and automobiles. Spanish Trail Master Association shall hold and maintain said property in good 

appearance and repair as Master Association Property, as said term is defined in the Master Declaration of 

Restrictions for Spanish Trail, recorded with the County Recorder of Clark County, Nevada, on March 7, 1984, in 

Book 1885 of Official Records as Document No. 1844877, and any amendments thereto. Spanish Trail Country 

Club, Inc. retains the right to install and maintain utilities over, under, and across the easement, provided that said 

utilities do not interfere unreasonably with the use of the easement by Spanish Trail Master Association. 

And Excepting therefrom that portion of said land as conveyed to the County of Clark in a Grant, Bargain, Sale 

Deed recorded September 8, 1986 in Book 860908 as Instrument No. 00679, of Official Records. 

20


EXHIBIT 

7 

EXHIBIT 

7


VIA REGULAR MAIL AND 

FEDERAL EXPRESS 

Spanish Trail Country Club, Inc. 




and 

R. Gardner Jolley, Esquire 

JOLLEY URGA WIRTH WOODBURY & STANDISH 

3800 Howard Hughes Parkway, 16 `h Floor 


Re: Loan Agreement dated April 30, 2007 ("Loan Agreement") 

$15,000,000.00 Promissory Note dated April 30, 2007 ("Note") 

Default Notice Letter 

Gentlemen: 

December 30, 2010 

This will confirm that your "Note" dated April 30, 2007 in the original principal amount of 

$15,000,000 payable to the order of Jackson National Life Insurance Company and assigned to 

HERMITAGE MANAGEMENT, LLC, a Michigan limited liability company ("Holder") is in 

Default. 

All sums under the Note and under the subject Loan Agreement (as defined in the Note), including 

escrow deposits, unpaid attorney's fees and costs, accrued interest, late charges and default interest 

as set forth on Schedule "A" hereto are due and payable in full. 

Please he advised that the following Events of Default (as defined in the Loan Documents) have 

occurred and continue with respect to the Loan: 

1. Failure to make Note payments and escrow payments since July 1, 2010; 

2. Failure to meet the debt service coverage requirements set forth in Section 3.23 of the 

Loan Agreement; and 

3. Failure to pay all sums due and owing pursuant to Section 3.26 of the Loan Agreement. 

156


This letter is also Holder's demand under Nevada Revised Statutes Section 107A.270 that Spanish 

Trail Country Club, Inc. pay over to Holder the proceeds of any rents of the property securing the 

Loan which have accrued but remain unpaid as of the date on which you receive this letter or 

which accrue on or after that date. 

Holder reserves the right to exercise all rights and remedies under the Note, the Loan Agreement 

and all instruments securing same and applicable law. 

THIS LETTER SHALL NOT CONSTITUTE NOR BE CONSTRUED AS AN ESTOPPEL OR 

WAIVER OF ANY KIND. 

If you would like to discuss this matter, you may contact Aiet41-34.-Gr 312)634- i2.13 

HERMITAGE MANAGEMENT, LL,C, a 

Michigan limited liability company 


I I, 14(44e*spv_ 

Its: 

157


SCHEDULE "A" 

UNPAID PRINCIPAL BALANCE: $13,471,948.33 

LATE FEES/CHARGES (8/1/2010 to 12/1/2010): $ 40,913.10 

DEFAULT INTEREST (18% 7/1/2010 to 12/30/2010): $ 1,232,683.27 

ATTORNEY FEES AND COSTS (thru 12/30/2010): $ 10,065.94 

TOTAL: $14,755,610.64 

158


EXHIBIT 

8 

EXHIBIT 

8


APN: 163-27-1)5-004, 163-28-119-001, 

163-27-116-001, 163-27416-003, 

163-28416-001, 163-28-522-001, 

163-28-522-002, 163-27-701-001 

RECORDING REQUESTED BY 

AND WHEN RECORDED RETURN TO: 

Stewart Title of Nevada Holdings, Inc 

376 East Warm Springs Road #190 


• 

IjQMQEBREA XjglztQapmgajarmuuwfpQFjm 

AND 

NOTICE IS HEREBY GIVEN: 

TRUSTEE SALE No. 1039492-FCL 

DATED: May 11, 2011 

lost #: 201105120000324 

Fees: 3218.00 

WC Fee: $0.00 

05112120110801'25 AM 

Receipt Ot 772983 

Requester: 

STEWART TITLE LAS VEGAS WAR 

Recorded By GILKS Pge: 3 

DEBBIE CONWAY 

CLARK COUNTY RECORDER 

That Stewart Title of Nevada Holdings, Inc., a Nevada corporation, is the current 

Trustee ("Trustee") under a certain First Lien Deed of Trust, Security Agreement and 

Financing Statement executed by Spanish Trail Country Club, Inc., a Nevada non-profit 

corporation, as Grantor ("Grantor"), dated April 30, 2007, recorded in the Official Records of 

Clark County, Nevada ("Official Records"), on May 1, 2007 in Book No. 20070501 as 

Document No. 0004310 (the "Deed of Trust"), the beneficial interest in which was assigned to 

Hermitage Management LLC, a Michigan limited liability company ("Beneficiary"), by that 

certain Assignment of Collateral Documents, dated as of August 27, 2010 and recorded in the 

Official Records on September 14, 2010 in Book 20100914 as Document No 0001930, which 

Deed of Trust secures, among other things, a Promissory Nate of even date therewith, in the 

original principal amount of Fifteen Million and No/100 Dollars (US $15,000,000) made by the 

Grantor, payable to the order of Beneficiary (the "Note"). 

One or more breaches of the obligations for which said Deed of Trust is security has 

occurred in that Grantor has failed (i) to pay the full monthly payments due, owing and payable 

on July 1, 2010, and all subsequent payments, (ii) to pay all sums due and owning pursuant to 

Section 3.26 of that certain Loan Agreement, dated April 30, 2007, by Grantor. and Beneficiary 

(the "Loan Agreement'), which payments and sums remain due, owing and delinquent 

together with all sums (if any) advanced by the Beneficiary and any illteltk accrued thereon to 

preserve the security of the Beneficiary. Grantor, furthermore, has failed to meet the debt 

service coverage requirements set forth in Section 3.23 of the Loan Agreement. 

That by reason thereof, Beneficiary has executed and delivered to Trustee a written 

notice of acceleration and demand for payment, and has declared and does hereby declare all 

sums secured thereby immediately due and has elected and does hereby elect to cause the trust 

property to be sold to satisfy the obligations secured thereby. Furthermore, the Beneficiary 

elects to conduct a unified foreclosure sale pursuant to the provisions of Nevada Uniform 

13039775.1 

Page 1 of 3


• 

Commercial Code (NRS Chapter 104) and to include in the non judicial foreclosure of the estate 

described in this Notice of Breach and Election to Sell any and all personal property and 

fixtures described in the Deed of Trust and iu any other instruments in favor of the Beneficiary. 

Beneficiary ['serves the right to revoke its election as to some or all of the personal property 

and/or fixtures, or to add additional personal property and/or fixtures to the elections herein 

expressed, at Beneficiary's sole election from time to time and to any time until the 

consummation of the Trustee's Sale to be conducted pursuant to the Deed of Trust and this 

Notice of Breach and Election to Sell. 

NOTICE 

YOU MAY HAVE THE RIGHT TO CURE THE DEFAULT HEREIN AND REINSTATE 

WE OBLIGATION SECURED BY SUCH DEED OF TRUST ABOVE DESCRIBED. 

SECTION 107.080 OF NRS PERMITS CERTAIN DEFAULTS TO BE CURED UPON THE 

PAYMENT OF THE AMOUNTS REQUIRED BY THAT SECTION WITHOUT 

REQUIRING PAYMENT OF THAT PORTION OF PRINCIPAL AND INTEREST WHICH 

WOULD NOT BB DUE HAD NO DEFAULT OCCURRED. WHERE RBINSTATMENT IS 

POSSIBLE, IF THE DEFAULT IS NOT CURED WITHIN 35 DAYS FOLLOWING THE 

RECORDING AND MAILING TO GRANTOR OR GRANTOR'S SUCCESSOR IN 

INTEREST OF THIS NOTICE, THE RIGHT OF REINSTATEMENT WILL TERMINATE 

AND THE PROPERTY MAY THEREAFTER BE SOLD. 

To determine if reinstatement is possible and the iunount, if any, necessary to cure the defbutt, 

contact the Beneficiary, whose name and address as of the date of this notice is: 

13029775.1 

[Signature and notary page follows.] 

Hermitage Management, LLC 




Attn.: Vice President, Loan Servicing 

Phone: (312) 634-1213 

Page 2 of 3


Vice President 

• 

DATED this 11th day of May, 2011 



This instrument vas acJcao notary public, on May 11, 2011, by Mary 

of Nevada Holdings, Inc 

DaW775.1 

Page 3 of 3


EXHIBIT 

9 

EXHIBIT 

9


APN: 163-27-115-004, 163-28-119-001, 

163-27-116-001, 163-27-116-003, 

163-28-216-001, 163-28-522-001, 

163-28-522-002, 163-27-701-001 

RECORDING REQUESTED BY 

AND WHEN RECORDED RETURN TO: 

Stewart Title of Nevada Holdings, Inc 

376 East Warm Springs Road #190 


NOTICE OF TRUSTEE'S SALE 

TRUSTEE SALE No. 1039492-FCL 

DATED: August 16, 2011 

Inst #: 201108160001588 

Fees: $19.00 

WC Fee: $0.00 

0811812011 10:57:28 AM 

Receipt #: 880764 

Requestor: 

STEWART TITLE LAS VEGAS WAR 

Recorded By: MAT Pgs: 6 

DEBBIE CONWAY 

CLARK COUNTY RECORDER 

On September 7, 2011 at 9:30 AM, Stewart Title of Nevada Holdings, Inc., a Nevada corporation, 

as duly appointed or substituted trustee ("Trustee") under and pursuant to that certain First Lien 

Deed of Trust, Security Agreement and Financing Statement, dated April 30, 2007, and recorded in 

Book Number 20070501 as Document Number 004510, and as modified or amended, if applicable 

(the "Deed of Trust"), in the Office of the County Recorder of Clark County, Nevada ("Official 

Records"), executed by Spanish Trail Counti), aub, Inc., a Nevada non-profit corporation 

("Borrower"), the current beneficiary of which is Hermitage Management LLC, a Michigan 

limited liability company ("Beneficiary"), by reason of now continuing default in the payment or 

performance of obligations secured by said Deed of Trust, including the Notice of Breach and 

Election to Sell Under Deed of Trust which was recorded in Official Records, by the prior 

Beneficiary and the undersigned more than three months prior to the date thereof, WILL CAUSE 

TO BE SOLD AT PUBLIC AUCTION TO THE HIGHEST BIDDER FOR CASH (payable at the 

time of sale in lawful money of the United States of America, by cash, a cashier's check drawn by 

a state or national bank, a cashier's check drawn by a state or federal credit union or a cashier's 

check drawn by a state or federal savings and loan association, saving association or savings bank) 

at the front entrance to Nevada Legal News located at 930 S. Fourth Street, Las Vegas, Nevada, 

89101, all right, title and interest conveyed to and now held by Trustee under said Deed of Trust in 

the property situated in said County and State described in the Deed of Trust and more particularly 

in Exhibit A to this Notice of Sale (the "Property"), 

Furthermore, the Beneficial) , will conduct a unified foreclosure sale pursuant to the provisions of 

the Nevada Uniform Commercial Code (NRS Chapter 104) and to include in the non-judicial 

foreclosure of the estate described in this Notice of Trustee's Sale any and all personal property 

and fixtures described in the Deed of Trust and in any other instruments given, or caused to he 

given by Borrower in favor of the Beneficiary. Beneficiary reserves the right to revoke its election 

as to some or all of the personal property and/or fixtures, or to add additional personal property 

and/or fixtures to the elections herein expressed, at Beneficiary's sole election from time to time 

13562544.1 

Page 1 of 6


and to any time until the consummation of the Trustee's Sale to be conducted pursuant to the Deed 

of Trust. 

Said sale will be made, but without covenant or warranty, expressed or implied, regarding title, 

possession, or encumbrances, to pay the remaining principal sum (at the time of the initial 

publication of this Notice of Sale) of the note secured by said Deed of Trust, to wit: 

$13,471,948.33 with interest, fees, premiums and charges thereon, as provided in said note and 

related loan documents, advances, if any, under the terms of said Deed of. Trust, fees, charges and 

expenses of Trustee and of the trusts created by said Deed of Trust. The Beneficiary may elect to 

bid less than the amount of a full credit bid. Trustee disclaims any liability for any incorrectness of 

the street address and other common designation, Wally, shown in this Notice of Sale. 

STEWART TITLE OF NEVADA HOLDINGS, INC., 

a Nov 

B 

Mai nt, Vice President 

Published in Nevada Legal News on the following dates: 

August 17, 2011, August 24, 2011, August 31, 2011 

STATE OF: NEVADA 

COUNTY OF: CLARK 

This instrument 

President of S 

Signature: 

13562844.1 

(Notai 

cknowledged b r on August 16, 2011 by Mary Rogers Hunt as Vice 

&) evada/Oits, Inc. 

lib 

4p 

(114-impr 

K. L. GONZALUZ 

Naiary Public State of Nevado 

No.04-87033-1 

My appt. exp. Mar. 17, 2012 

Page 2 of 6


EXHIBIT "A" 

Description of Property 

Lot 4 of The Clubhouse and Models at Spanish Trail, file for recorded with County 

Recorder of Clark County, Nevada, on August 22, 1985, in Book 33 of Plats, Page 51, 

Official Records. 

Together with a non-exclusive easement for utilities, access, ingress and egress over the 

property as contained in a document entitled Grant, Bargain, Sale Deed recorded 

December 18, 1986 in Book 861218 as Instrument No. 00855, all in the Office of the 

County Recorder, Clark County, Nevada, which easement is appurtenant to the above 

description. 

and 

Lots One (1) through Six (6), inclusive, of The Spanish Trail Golf Course and Residential 

Lots, as shown by map thereof on file in Book 58 of Plats, Page 76, in the Office of the 

County Recorder of Clark County, Nevada. 

Together with off-site easements for vehicular (including, without limitation, golf carts and 

golf course maintenance vehicles) and pedestrian access, ingress and egress over (a) all 

Master Association Property as said term is described in Master Declaration of Covenants 

and Restrictions for Spanish Trail recorded March 7, 1984 in Book 1885 as Instrument No. 

1844877, and re-recorded December 12, 1988 in Book 881212 as Instrument no. 00586, all 

in the Office of the County Recorder, Clark County, Nevada and; (b) Spanish Lane, 

Spanish Gate Drive, Butler National Drive and Seven Oaks Way, which easements are 

appurtenant to Lots 1-6. 

Excepting therefrom a portion of Lot Two (2) in that certain Record of Survey, performed 

by Lawrence W. Ruvo and filed in File 74 of Surveys, Page 6 and recorded December 6, 

1994 in Book 941206 as Instrument No, 00836, Official Records. 

and 

The Northwest Quarter (NW 1/4) of the Northwest Quarter (NW 1/4) of the Northwest 

Quarter (NW '/4) of the Southeast Quarter (SE 1/4) of Section 27, Township 21 South, 

Range 60 East, M.D.B.&M. 

RESERVING THEREFROM, on behalf of Spanish Trail Master Association, a Nevada 

non-profit corporation, for its members, a permanent exclusive surface easement over the 

13562844 I 

Page 3 af 6


easterly forty-eight feet (48') and the southerly one-hundred-eight-feet (108') of said real 

property for vehicle storage, including storage of recreational vehicles, boats, trailers, and 

automobiles. Spanish Trail Master Association shall hold and maintain said property in 

good appearance and repair as Master Association Property, as said term is defined in the 

Master Declaration of Restrictions for Spanish Trail, recorded with the County Recorder of 

Clark County, Nevada, on March 7, 1984, in Book 1885 of Official Records as Document 

No. 1844877, and any amendments thereto. Spanish Trail Country Club, Inc., retains the 

right to install and maintain utilities over, under, and across the easement, provided that 

said utilities do not interfere unreasonably with the use of the easement by Spanish Trail 

Master Association. 

And excepting therefrom that portion of said land as conveyed to the County of Clark in a 

Grant Bargain, Sale Deed recorded September 8, 1986 in Book 860908 as Instrument No, 

00679, of Official Records. 

The foregoing parcel is referred to as the "Land" in this Notice of Sale. 

The Land together with: 

13562844.1 

1. All buildings, structures and improvements now located or later to be constructed on the 

Land (the "Improvements"); 

2. All existing and future appurtenances, privileges, easements, franchises and tenements of 

the Land, including any rights of Borrower in and to any minerals, oil, gas, other 

hydrocarbons and associated substances, sulphur, nitrogen, carbon dioxide, helium and 

other commercially valuable substances which may be in, under or produced from any part 

of the Land; all development rights and credits, air rights, water, water rights (whether 

riparian, appropriative or otherwise, and whether or not appurtenant) and water stock; and 

any land lying in the streets, roads or avenues, open or proposed, in front of or adjoining 

the Land and Improvements; 

3. All existing and future leases, subleases, subtenancies, licenses, occupancy agreements and 

concessions ("leases"), relating to the use and enjoyment of all or any part of the Land and 

Improvements, and any and all guaranties and other agreements relating to or made in 

connection with any of such leases; 

4. All goods, materials, supplies, chattels, furniture, fixtures, equipment and machinery now 

or later to be attached to, placed in or on, or used in connection with the use, enjoyment, 

occupancy or operation of all or any part of the Land and Improvements, whether stored on 

the Land or elsewhere, including all pumping plants, engines, pipes, ditches and flumes, 

and also all gas, electric, cooking, heating, cooling, air conditioning, lighting, refrigeration 

Page 4 of 6


I 3562844, I 

and plumbing fixtures and equipment, all of which shall be considered to the fullest extent 

of applicable law to be real property for purposes of the Deed of Trust; 

5. All building materials, equipment, work in process or other personal property of any kind, 

whether stored on the Land or elsewhere, which have been or later will be acquired for the 

purpose of being delivered to, incorporated into or installed in or about the Land or 

Improvements; 

6. All the Loan fimds, whether disbursed or not, the Escrow Accounts and any of Grantor's 

funds now or later to be held by or on behalf of Beneficiary; 

7. All rights to the payment of money, accounts, accounts receivable, reserves, deferred 

payments, refunds, cost savings, payments and deposits, whether now or later to be 

received from third parties (including all earnest money sales deposits) or deposited by. 

Borrower with third parties (including all utility deposits), and to the extent assignable, all 

right, title and interest of Borrower in and to: contract rights, development and use rights, 

governmental permits and licenses, applications, architectural and engineering plans, 

specifications and drawings, as-built drawings, chattel paper, instruments, documents, 

notes, drafts and letters of credit (other than letters of credit in favor of Beneficiary), which 

arise from or relate to construction on the Land or to any business now or later to be 

conducted on it, or to the Land and the Improvements generally; 

8. All proceeds, including all claims to and demands for them, of the voluntary or involuntary 

conversion of any of the Land, Improvements or the other property described above into 

cash or liquidated claims, including proceeds of all present and future fire, hazard or 

casualty insurance policies and all condemnation awards or payments now or later to be 

made by any public body or decree by any court of competent jurisdiction for any taking or 

in connection with any condemnation or eminent domain proceeding, and all causes of 

action and their proceeds for any damage or injury to the Land, Improvements or the other 

property described above or any part of them, or breach of warranty in connection with the 

construction of the Improvements, including causes of action arising in tort, contract, fraud 

or concealment of a material fact; 

9. All books and records pertaining to any and all of the property described above, including 

computer-readable memory and any computer hardware or software necessary to access 

and process such memory ("Books and Records"); 

10. All rights to the use of any tradenarne in connection with the operation of the 

Improvements; 

I I . To the extent assignable, all easements now or hereafter located on or appurtenant to the 

Land and/or Improvements or under or above the same or any part thereof, rights-of-way, 

licenses, permits, approvals, and privileges, belonging or in anyway appertaining to the 

Land and/or Improvements including without limitation all of Borrower's right, title and 

Page 5 of 6


interest in and to the following to the extent assignable (i) any drainage ponds or other like 

drainage areas that benefit the Land but are not located on the Land and which may be 

required for permitted water run-off from the Land, (ii) any easements now or hereafter 

existing which are necessary to obtain access from the Land to such drainage areas, or to 

any other location to which Borrower has a right to drain water or sewage, (iii) any now or 

hereafter owned land required to be maintained as undeveloped land by the zoning rules 

and regulations applicable to the Land and without which the Land would be in, and (iv) 

any easements and agreements now or hereafter existing which are or may be established 

for the benefit of Borrower to allow satisfactory ingress to and egress from the Land and/or 

the Improvements; 

12. All contracts for sale or in the nature of sales of the Property; or any portion thereof, now 

and hereafter entered into and all right, title and interest of Borrower thereunder, including, 

without limitation, cash or securities deposited thereunder to secure performance by the 

contract purchasers; 

13. All of Borrower's right, title and interest in, to and under, whether now existing or 

hereafter acquired or arising, the "Collateral" as defined and described in Section 2(a) of 

that certain in the Pledge, Assignment and Security Agreement dated April 30, 2007, 

executed by Borrower (the "Pledge Agreement"), such Collateral including, without 

limitation: (i) all accounts and revenues of Borrower including "Assessments" as defined 

and described in Section 3 of the Pledge Agreement, (ii) all business assets of Borrower, all 

books and records relating to the types and items of property described in the Pledge 

Agreement; and all replacements and substitutions therefore and all additions and 

accessions thereto; 

14, All the rights, title and interest in and to the Contracts, together with, as appropriate, all 

Proceeds as such Contracts and Proceeds are defined and described more particularly in 

that certain Collateral Assignment of Contracts, Licenses and Permits, dated April 30, 

2007, as modified or amended, if applicable, and recorded in Book Number 20070501 as 

Document Number 004511 of Official Records, and 

15. All proceeds, revenue and other benefits arising from or out of the Property or any part 

thereof. 

The listing of specific rights or property shall not be interpreted as a limitation of general terms. 

All capitalized terms used, but not defined, in this Exhibit A to the Notice of Sale have the meaning 

ascribed to such terms in the Deed of Trust. 

13562844.1 

Page 6 of 6

GORDON SILVER GERALD M. GORDON, ESQ. Nevada Bar No ...

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