EXHIBIT 10.4
THIS INSTRUMENT PREPARED BY AND
AFTER RECORDING, RETURN TO:
Xxxxxxxxxxx X. Xxxxxx, Esq.
Xxxxx, Day, Xxxxxx & Xxxxx
3500 One Peachtree Center
000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000-0000
MORTGAGE, ASSIGNMENT OF LEASES
AND SECURITY AGREEMENT
THIS MORTGAGE, ASSIGNMENT OF LEASES AND SECURITY AGREEMENT (hereinafter
referred to as this "INSTRUMENT") is made and entered into this December 9,1997
by and between FLEET REAL ESTATE, INC., a Rhode Island corporation, whose
address is Xxx Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 ("FREI"), and The
Vincam Group, Inc., a Florida corporation (the "Company"), as parties of the
first part as mortgagor (FREI and the Company hereinafter individually, as the
context requires, and collectively, as applicable, referred to as "GRANTOR"),
and FLEET NATIONAL BANK, as Agent, whose address is 00 Xxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000, party of the second part, as Agent (hereinafter referred to
as "Agent");
RECITALS
A. On even date herewith, the Company, FREI, the Agent and
other persons (hereinafter collectively referred to as the "LENDERS") are
executing a Credit and Investment Agreement (such agreement, as may from time to
time be amended or supplemented, hereinafter referred to as the "CREDIT
AGREEMENT") pursuant to which, upon the terms and conditions stated therein, the
Lenders agree to make loans and advances to FREI.
B. The Company has executed that certain Guaranty (Lessor) in
favor of Agent for the benefit of the Lenders of even date herewith (the
"Guaranty") guaranteeing, INTER ALIA, certain obligations of FREI to Agent and
the Lenders under the Credit Agreement, the Notes and the other Transaction
Documents.
C. The Lenders have conditioned their respective obligations
under the Credit Agreement upon the execution and delivery by Grantor of this
Instrument and Grantor has agreed to enter into this Instrument.
D. Therefore, in order to comply with the terms and conditions
of the Credit Agreement, to induce the Lenders to make loans and advances to
FREI, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Grantor hereby agrees as follows:
ARTICLE I.
DEFINITIONS
Section 1.01 TERMS DEFINED ABOVE OR IN THE CREDIT AGREEMENT.
All capitalized terms used in this Agreement and not otherwise defined herein
shall have the meanings assigned to them in Schedule 1.02 of the Credit
Agreement.
Section 1.02 CERTAIN DEFINITIONS. As used in this Instrument,
the following terms shall have the following meanings, unless the context
otherwise requires:
"ASSIGNED LEASES" shall have the meaning assigned to such term
in Section 4.01.
"CONTRACTS" shall have the meaning assigned such term in
paragraph (c) of Article II.
"FACILITY" shall have the meaning assigned such term in
Article II.
"LEASE" shall mean that certain Lease Agreement entered into
on even date herewith whereby Grantor, as lessor, has leased the Facility to the
Company, as lessee, as it may be extended, renewed, amended or supplemented from
time to time.
"MORTGAGED PROPERTY" shall have the meaning assigned such term
in Article II.
"OBLIGATIONS" shall mean: (i) all of the outstanding aggregate
amount of the Loans made to the Grantor under the Credit Agreement, including
without limitation, and any and all renewals, extensions for any period,
rearrangements or enlargements thereof; (ii) the performance of all obligations
and agreements of the Grantor to the Agent or the Lenders under the Transaction
Documents; and (iii) all interest (pre-petition or post-petition), taxes,
indemnities, losses, compensation, reimbursement, charges, expenses, attorneys'
or other fees and any other sums payable to or incurred by either the Agent or
any of the Lenders in connection with the execution, administration or
enforcement of their rights and remedies hereunder or any other Transaction
Documents.
"RENTS" shall mean all of the rents, revenues, income,
proceeds, profits, security and other types of deposits, and other benefits paid
or payable by parties to the Assigned Leases other than Grantor for using,
leasing, licensing, possessing, operating from, residing in or otherwise
enjoying the Mortgaged Property.
"SITE" shall mean the real property located in Dade County,
Florida and all rights appurtenant to such real property
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and air rights, all as described in greater detail in Exhibit "A" attached
hereto and by this reference incorporated herein.
ARTICLE II.
GRANTING CLAUSES
In order to secure the payment and performance of the Obligations and
any other obligations of Grantor hereinafter set forth, Grantor does hereby
mortgage, give, pledge, grant, bargain, sell, convey, assign, transfer and set
over unto Agent, for the ratable benefit of the Lenders, and the successors and
assigns of Agent all of the following described land and interests in land,
estates, easements, rights, improvements, property, fixtures, equipment,
furniture, furnishings, appliances and appurtenances, whether now owned by
Grantor or hereafter acquired and whether the same now exist or hereafter come
into existence (hereinafter collectively referred to as the "MORTGAGED
PROPERTY"):
(a) Grantor's fee simple interest in and to the Site and all Grantor's
right, title and interest in and to the Lease; PROVIDED, however, that if
Grantor's interest in the Site or any other part of the Facility is
recharacterized as a security title or security interest due to the
recharacterization of the Lease as a financing transaction (rather than a true
lease), this subsection (a) shall be deemed to serve as a conveyance by Grantor
to Agent of all Grantor's security title interest and security interest in the
Site and all other parts of the Facility acquired pursuant to, and an assignment
by Grantor to Agent of Grantor's rights under and interest in, the Lease; and
(b) All buildings, structures and improvements of every nature
whatsoever now or hereafter situated on the Site, and all gas and electric
fixtures, radiators, heaters, engines and machinery, boilers, ranges, elevators
and motors, plumbing and heating fixtures, carpeting and other floor coverings,
washers, dryers, water heaters, mirrors, mantels, air conditioning apparatus,
refrigerating plants, refrigerators, cooking apparatus and appurtenances, window
screens, awnings and storm sashes, which are or shall be attached to said
buildings, structures or improvements and all other furnishings, furniture,
fixtures, machinery, equipment, appliances, vehicles and personal property of
every kind and nature whatsoever now or hereafter owned by Grantor and located
in, on or about, or used or intended to be used with or in connection with the
use, operation or enjoyment of the Mortgaged Property, including all extensions,
additions, improvements, betterments, renewals and replacements of any of the
foregoing and all the right, title and interest of Grantor in any such
furnishings, furniture, fixtures, machinery, equipment, appliances, vehicles and
personal property subject to or covered by any prior security agreement,
conditional sales contract, chattel mortgage or similar lien or claim, together
with the
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benefit of any deposits or payments now or hereafter made by Grantor or on
behalf of Grantor, all trade-names, trademarks, service marks, logos and
goodwill related thereto which in any way now or hereafter belong, relate or
appertain to the Mortgaged Property or any part thereof or are now or hereafter
acquired by Grantor (excluding trademarks or tradenames which appertain to the
operation of Grantor's business rather than the operation of the Facility); and
all inventory, accounts, chattel paper, documents, equipment, fixtures, farm
products, consumer goods and general intangibles constituting proceeds acquired
with cash proceeds of any of the property described hereinabove, and all
insurance proceeds, all of which are hereby declared and shall be deemed to be
fixtures and accessions to the freehold and a part of the Mortgaged Property as
between the parties hereto and all persons claiming by, through or under them,
and which shall be deemed to be a portion of the security for the Obligations
and to be secured by this Instrument; PROVIDED, HOWEVER, that the term
"Mortgaged Property" shall not include any of the Excluded Equipment. The
location of the above described collateral is also the location of the Site. The
property described in this subsection (b) is herein referred to collectively as
the "IMPROVEMENTS"; the Improvements and the Site are herein collectively
referred to as the "FACILITY."
(c) All of Grantor's right, title and interest, under, in and to all
contracts, franchises, licenses, agreements, permits and other documents,
including but not limited to those more particularly described in EXHIBIT "C"
attached hereto and made a part hereof, together with any additions or changes
to and any extensions, revisions or modifications of all such contracts,
franchises, licenses, agreements, permits and other documents , whether now
existing or hereafter entered into in relating to the development, ownership,
maintenance and operation of the Facility, and including without limitation, all
Related Contracts and all right, title and interest of Grantor in, to and under
the Credit Agreement, the Agency Agreement, the Pledge Agreement and the
Guaranty (Lessee)(all of the foregoing being, collectively, the "CONTRACTS"),
and all proceeds of any of the Contracts, including, without limitation, all
insurance proceeds; and
(d) All easements, rights-of-way, strips and gores of land, vaults,
streets, ways, alleys, passages, sewer rights, waters, water courses, water
rights and powers, and all estates, rights, titles, interests, privileges,
liberties, tenements, hereditaments and appurtenances whatsoever, in any way
belonging, relating or appertaining to the Mortgaged Property or any part
thereof, or which hereafter shall in any way belong, relate or be appurtenant
thereto, whether now owned or hereafter acquired by Grantor and the reversion
and reversions, remainder and remainders, of the Mortgaged Property from time to
time accruing.
TO HAVE AND TO HOLD the Mortgaged Property and all parts, rights,
members and appurtenances thereof, to the use, benefit and behoof of Agent and
the successors and assigns of Agent, IN FEE SIMPLE forever; and Grantor
covenants that Grantor is
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lawfully seized and possessed of the Mortgaged Property as aforesaid, and has
good right to convey the same, that the same is unencumbered except for those
matters expressly set forth in EXHIBIT "B" attached hereto and by this reference
incorporated herein, and that Grantor does warrant and will forever defend the
title thereto against the claims of all persons whomsoever, except as to those
matters set forth in said EXHIBIT "B" attached hereto.
PROVIDED NEVERTHELESS, that Agent shall, at the expense of Grantor,
cause this Instrument to be released upon (a) FREI's payment in full of all
principal, interest and other sums (including, without limitation, any
prepayment fees and premiums) due and payable under the Notes, as the Notes may
from time to time be extended, renewed or modified, (b) the Company's payment in
full of any and all amounts due and payable under the Guaranty, as the Guaranty
may from time to time be renewed or modified, (c) Grantor's payment in full, at
the times demanded by Agent and with interest thereon at the same rate specified
in the Notes, of all sums advanced by Agent to protect the lien of this
Instrument, to pay taxes on the Mortgaged Property, to pay insurance premiums,
to pay principal and interest on any indebtedness secured by mortgage deed of
trust, lien or charge on the Mortgaged Property (whether prior to, or
subordinate to, or of equal priority with the lien hereof), to pay expenses and
attorneys' fees herein provided for and for any other purpose for which Agent is
authorized to disburse funds hereunder and (d) Grantor's paying and performing
all other obligations of Grantor set forth in this Instrument and in all of the
other Transaction Documents.
This conveyance is intended to operate and is to be construed as a
mortgage on the Mortgaged Property to Agent and is made under those provisions
of the existing laws of the State of Florida relating to mortgages, and is given
to secure the payment and performance by Grantor of its Obligations under the
Transaction Documents, including without limitation the following:
(i) The debt evidenced by the Notes, as the same may be
amended, modified or assigned from time to time executed by Grantor, payable to
the order of the Lenders comprising the holders thereof, representing an
aggregate indebtedness in the amount of $11,640,000; and
(ii) Any and all additional advances made by Agent to protect
or preserve the Mortgaged Property or the lien hereof on the Mortgaged Property,
or for taxes, assessments or insurance premiums as hereinafter provided (whether
or not the original Grantor remains the owner of the Mortgaged Property at the
time of such advances).
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ARTICLE III.
REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 3.01 REPRESENTATIONS, WARRANTIES. Grantor hereby represents
and warrants as follows:
(a) FIRST PRIORITY LIEN. This Instrument is, and always will
be kept, a direct first security title on the real property comprising the
Mortgaged Property and a direct first security interest upon the personal
property comprising the Mortgaged Property and Grantor will not create or suffer
to be created or permit to exist any lien, security interest or charge prior or
junior to or on parity with the lien and security interest of this Instrument
upon the Mortgaged Property or any part thereof or upon the rents, issues,
revenues, profits or other income therefrom.
(b) ASSIGNED LEASES. Grantor will observe and perform all the
obligations imposed upon the Grantor under the Assigned Leases and not to do or
permit to be done anything to impair the security thereof.
(c) FURTHER ASSURANCES. Grantor will execute and deliver all
such further instruments and do such further acts as may be necessary or
desirable or as may be reasonably requested by the Agent to carry out more
effectively the purposes of this Instrument and to subject to the lien created
hereby any properties, rights and interests covered or intended to be covered
hereby.
(d) RIGHTS OF AGENT. Grantor agrees that if Grantor fails to
perform any act or to take any action which Grantor is required to perform or
take hereunder or under the Credit Agreement or any other Transaction Document
or to pay any money which Grantor is required to pay hereunder or thereunder, if
such act or action is not taken or such payment is not made by the Grantor
within 5 Business Days after notice from the Agent, the Agent in Grantor's name
or its own name may, but shall not be obligated to, perform or cause to be
performed such act or take such action or pay such money, and any expenses so
incurred by the Agent and any money so paid by the Agent (or the Lenders) shall
be a demand obligation owing by Grantor to the Agent and, upon making such
payment, shall be subrogated to all of the rights of the Person receiving such
payment. Each amount due and owing by Grantor under this Section 3.01(d) shall
bear interest from the date of such expenditure or payment or other occurrence
which gives rise to such amount being owed to the Agent until paid at the
Default Rate, and all such amounts together with such interest thereon shall be
a part of the Obligations and shall be secured by this Instrument.
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ARTICLE IV.
ASSIGNMENT OF ASSIGNED LEASES
4.01 ASSIGNMENT OF ASSIGNED LEASES AND RENTS. As additional collateral
and further security for the Obligations, Grantor does hereby assign to Agent
Grantor's interest in any and all leases, subleases, tenant contracts, rental
agreements, occupancy agreement or agreements of a similar nature, now or
hereafter affecting the Property, or any part thereof, including without
limitation the Lease (hereinafter collectively, referred to as the "ASSIGNED
LEASES") and Grantor agrees to execute and deliver to Agent such additional
instruments, in form and substance satisfactory to Agent, as may hereafter be
requested by Agent further to evidence and confirm said assignment; provided,
however, that acceptance of any such assignment shall not be construed as a
consent by Agent to any Assigned Lease, or to impose upon Agent any obligation
with respect thereto.
4.02 NO ASSIGNMENT. Grantor shall not execute an assignment of the
Assigned Leases or the income, rents, issues or profits, or any part thereof,
from the Mortgaged Property.
4.03 FUTURE LEASES. Notwithstanding any other provisions of this
Instrument, Grantor shall not hereafter enter into any Assigned Lease without
the prior written consent of Agent and except upon the following conditions: (a)
each such instrument shall contain a provision that the rights of the parties
thereunder are expressly subordinate to all of the rights and title of Agent
under this Instrument; (b) any such instrument shall contain a provision whereby
the parties thereunder expressly recognize and agree that, notwithstanding such
subordination, Agent may sell the Mortgaged Property in the manner provided in
herein, and thereby, at the option of Agent, sell the same subject to such
instrument; and (c) at or prior to the time of execution of any such instrument,
Grantor shall, as a condition to such execution, procure from the other party or
parties thereto an agreement in favor of Agent, in form and substance
satisfactory to Agent, under which such party or parties agree to be bound by
the provisions of this Instrument, regarding the manner in which Agent may
foreclose or exercise the power of sale under this Instrument.
4.04 AGENT'S AUTHORITY. The Agent is fully authorized to receive and
receipt for said revenues and proceeds; to endorse and cash any and all checks
and drafts payable to the order of Grantor or the Agent for the account of
Grantor received from or in connection with said revenues or proceeds and apply
the proceeds thereof to the payment of the Obligations, when received,
regardless of the maturity of any of the Obligations, or any installment
thereof; and to execute transfer and division orders in the name of Grantor, or
otherwise, with warranties binding Grantor. The Agent shall not be liable for
any delay, neglect, or failure to effect collection of any proceeds or to
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take any other action in connection therewith or hereunder; but shall have the
right, at its election, in the name of Grantor or otherwise, to prosecute and
defend any and all actions or legal proceedings deemed advisable by the Agent in
order to collect such funds and to protect the interests of the Agent and/or
Grantor, with all costs, expenses and attorney's fees incurred in connection
therewith being paid by Grantor.
4.05 CUMULATIVE RIGHTS. The rights provided in this Article IV shall be
cumulative of all other security of any and every character now or hereafter
existing to secure payment of the Obligations.
ARTICLE V.
SECURITY AGREEMENT
5.01 SECURITY INTEREST. Insofar as the machinery, apparatus, equipment,
fittings, fixtures, building supplies and materials, general intangibles
(including without limitation, the Contracts) and articles of personal property
either referred to or described in this Instrument, or in any way connected with
the use and enjoyment of the Mortgaged Property is concerned, this Instrument is
hereby made and declared to be a security agreement, encumbering each and every
item of personal property included herein, in compliance with the provisions of
the Uniform Commercial Code as enacted in the State of Florida. A financing
statement or statements reciting this Instrument to be a security agreement,
affecting all of said personal property aforementioned, shall be executed by
Grantor and Agent and appropriately filed, The remedies for any violation of the
covenants, terms and conditions of the security agreement herein contained shall
be (i) as prescribed herein, or (ii) as prescribed by general law, or (iii) as
prescribed by the specific statutory consequences now or hereafter enacted and
specified in said Uniform Commercial Code, all at Agent's sole election. Grantor
and Agent agree that the filing of such financing statement(s) in the records
normally having to do with personal property shall never be construed as in
anywise derogating from or impairing this declaration and hereby stated
intention of Grantor and Agent that everything used in connection with the
production of income from the Mortgaged Property and/or adapted for use therein
and/or which is described or reflected in this Instrument, is, and at all times
and for all purposes and in all proceedings both legal or equitable shall be,
regarded as part of the real estate irrespective of whether (i) any such item is
physically attached to the improvements, (ii) serial numbers are used for the
better identification of certain items capable of being thus identified in a
recital contained herein, or (iii) any such item is referred to or reflected in
any such financing statement(s) so filed at any time. Similarly, the mention in
any such financing statement(s) of the rights in and to (aa) the proceeds of any
fire and/or hazard insurance policy, or (bb) any
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award in eminent domain proceedings for a taking or for loss of value, or (cc)
Grantor's interest as lessor in any present or future lease or rights to income
growing out of the use and/or occupancy of the Mortgaged Property, whether
pursuant to lease or otherwise, shall never be construed as in anywise altering
any of the rights of Agent as determined by this instrument or impugning the
priority of Agent's lien granted hereby or by any other recorded document, but
such mention in such financing statement(s) is declared to be for the protection
of Agent in the event any court shall at any time hold with respect to the
foregoing (aa), (bb) or (cc), that notice of Agent's priority of interest to be
effective against a particular class of persons, must be filed in the Uniform
Commercial Code records.
5.02 DEBTOR'S WARRANTIES. Grantor warrants that (i) Grantor's (that is,
"Debtor's") name, identity or corporate structure and residence or principal
place of business are as set forth in Section 5.03 hereof; (ii) Grantor (that
is, "Debtor") has been using or operating under said name, identity or corporate
structure without change for the time period set forth in Section 5.03 hereof;
and (iii) the location of the collateral is upon the Site. Grantor covenants and
agrees that Grantor will furnish Agent with notice of any change in the matters
addressed by clauses (i) or (iii) of this Section 5.03 within thirty (30) days
of the effective date of any such change and Grantor will promptly execute any
financing statements or other instruments deemed necessary by Agent to prevent
any filed financing statement from becoming misleading or losing its perfected
status.
5.03 DEBTOR INFORMATION. The information contained in this Section
5.03 is provided in order that this Instrument shall comply with the
requirements of the Uniform Commercial Code, as enacted in the State of Florida,
for instruments to be filed as financing statements. The names of the "Debtor"
and the "Secured Party," the identity or corporate structure and residence or
principal place of business of "Debtor," and the time period for which "Debtor"
has been using or operating under said name and identity or corporate structure
without change, are as set forth in Schedule I of EXHIBIT "D" attached hereto
and by this reference made a part hereof, the mailing address of the "Secured
Party" from which information concerning the security interest may be obtained,
and the mailing address of "Debtor", are as set forth in Schedule 2 of said
EXHIBIT "D" attached hereto; and a statement indicating the types, or describing
the items, of collateral is set forth hereinabove.
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ARTICLE VI.
DEFAULT AND REMEDIES
6.01 EVENT OF DEFAULT. The occurrence of any "Event of Default," as
defined in the Credit Agreement, shall constitute an "Event of Default"
hereunder.
6.02 REMEDIES.
(a) The provisions of this Section 6.02)(a) shall be
enforceable to the fullest extent permitted by law. If an Event of Default shall
have occurred and be continuing, Grantor upon demand of Agent, shall forthwith
surrender to Agent the actual possession of the Mortgaged Property and if, and
to the extent, permitted by law, Agent itself, or by such officers or agents as
it may appoint, may enter and take possession of all the Mortgaged Property
without the appointment of a receiver, or an application therefor, and may
exclude Grantor and its agents and employees wholly therefrom, and may have
joint access with Grantor to the books, papers and accounts of Grantor
pertaining to the Mortgaged Property. If Grantor shall for any reason fail to
surrender or deliver the Mortgaged Property or any part thereof after such
demand by Agent, Agent may obtain a judgment or decree conferring upon Agent the
right to immediate possession or requiring Grantor to deliver immediate
possession of the Mortgaged Property to Agent, to the entry of which judgment or
decree Grantor hereby specifically consents. Upon every such entering upon or
taking of possession, Agent may hold, store, use, operate, manage and control
the Mortgaged Property and conduct the business thereof, and, from time to time
(i) make all necessary and proper maintenance, repairs, renewals, replacements,
additions, betterments and improvements thereto and thereon and purchase or
otherwise acquire additional fixtures, personalty and other property; (ii)
insure or keep the Mortgaged Property insured; (iii) manage and operate the
Mortgaged Property and exercise all the rights and powers of Grantor to the same
extent as Grantor could in its own name or otherwise with respect to the same;
and (iv) enter into any and all agreements with respect to the exercise by
others of any of the powers herein granted Agent, all as Agent from time to time
may determine to be in its best interest. Agent may collect and receive all the
rents, issues, profits and revenues from the Mortgaged Property, including those
past due as well as those accruing thereafter, and, after deducting (aa) all
expenses of taking, holding, managing and operating the Mortgaged Property
(including compensation for the services of all persons employed for such
purposes); (bb) the cost of all such maintenance, repairs, renewals,
replacements, additions, betterments, improvements, purchases and acquisitions;
(cc) the cost of such insurance; (dd) such taxes, assessments and other similar
charges as Agent may at its option pay; (ee) other proper charges upon the
Mortgaged Property or any part thereof; and (ff) the reasonable compensation,
expenses and disbursements of the attorneys and
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agents of Agent, Agent shall apply the remainder of the monies and proceeds so
received by Agent in accordance with the terms of the Credit Agreement. Anything
in this Paragraph 6.02(a) to the contrary notwithstanding, Agent shall not be
obligated to discharge or perform the duties of a landlord to any tenant or
incur any liability as a result of the exercise by Agent of its rights under
this Instrument, and Agent shall be liable to account only for the rents,
income, issues, profits and revenues actually received by Agent. Whenever all
that is due upon such interest, deposits and principal installments and under
any of the terms, covenants, conditions and agreements of this Instrument, shall
have been paid and all Events of Default made good, Agent shall surrender
possession of the Mortgaged Property to Grantor, its successors or assigns. The
same right of taking possession, however, shall exist if any subsequent Event of
Default shall occur and be continuing. In connection with any action taken by
the Agent pursuant to this Section 6.02(a), the Agent shall not be liable for
any loss sustained by Grantor resulting from any act or omission of the Agent in
administering, managing, operating or controlling the Mortgaged Property,
including a loss arising from the ordinary negligence of the Agent, unless such
loss is caused by its own gross negligence or willful misconduct and bad faith,
nor shall the Agent be obligated to perform or discharge any obligation, duty or
liability of Grantor. Grantor hereby assents to, ratifies and confirms any and
all actions of the Agent with respect to the Mortgaged Property taken under this
Section 6.02(a).
(b) If an Event of Default shall have occurred and be
continuing, Agent, upon application to a court of competent jurisdiction, shall
be entitled as a matter of strict right without notice and without regard to the
occupancy or value of any security for the Obligations secured hereby or the
solvency of any party bound for its payment, to the appointment of a receiver to
take possession of and to operate the Mortgaged Property and to collect and
apply the rents, issues, profits and revenues thereof. The receiver shall have
all of the rights and powers permitted under the laws of the state wherein the
Site is situated. Any money advanced by the Agent in connection with any such
receivership shall be a demand obligation (which obligation Grantor hereby
expressly promises to pay) owing by Grantor to the Agent and shall bear interest
from the date of making such advance by the Agent until paid at the Default
Rate.
(c) If an Event of Default shall have occurred, Agent may, in
addition to and not in abrogation of the rights covered under Section 6.02,
either with or without entry or taking possession as herein provided or
otherwise, proceed by a suit or suits in law or in equity or by any other
appropriate proceeding or remedy (i) to enforce payment and performance of the
Obligations or the performance of any term, covenant, condition or agreement of
this Instrument or any other right, or to recover damages for the breach of any
such provisions, and (ii) to pursue any other remedy available to it, all as
Agent at its sole discretion shall elect.
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(d) Agent may institute a proceeding or proceedings, judicial
or by such other statutory procedures available in the state in which the
Mortgaged Property is located, for the complete or partial foreclosure of this
Instrument or the complete or partial sale of the Mortgaged Property under any
applicable provision of law. Agent may sell the Mortgaged Property, and all
estate, right, title, interest, claim and demand of Grantor therein, and all
rights of redemption thereof, at one or more sales, as an entirety or in
parcels, with such elements of real and/or personal property, and at such time
and place and upon such terms as it may deem expedient, or as may be required by
applicable law, and in the event of a sale, by foreclosure or otherwise, of less
than all of the Mortgaged Property, this Instrument shall continue as a lien and
security interest on the remaining portion of the Mortgaged Property. Upon any
foreclosure sale:
(i) Agent may bid for and purchase the Mortgaged
Property and shall be entitled to apply all or any part of the
Obligations secured hereby as a credit to the purchase price;
(ii) the proceeds of said sale shall be applied,
first, to the expenses of such sale and of all proceedings in connection
therewith, including attorney's and trustee's fees, then to insurance premiums,
liens, assessments, taxes and charges including utility charges advanced by
Agent, then to the repayment of remaining Obligations in such amount and in the
order set forth in the Credit Agreement, and finally the remainder, if any,
shall be paid to Grantor or to the person or entity lawfully entitled to same;
and
(iii) Grantor shall be deemed a tenant holding
over and shall forthwith deliver possession to the purchaser or purchasers at
such sale or be summarily dispossessed according to provisions of law applicable
to tenants holding over.
(e) Grantor agrees to the full extent permitted by law, that
in case of the occurrence of an Event of Default, neither Grantor nor anyone
claiming through or under it shall or will set up, claim or seek to take
advantage of any appraisement, valuation, stay, extension, homestead, exemption
or redemption laws now or hereafter in force, in order to prevent or hinder the
enforcement or foreclosure of this Instrument, or the absolute sale of the
Mortgaged Property, or the final and absolute putting into possession thereof,
immediately after such sale, of the purchasers thereat, and Grantor, for itself
and all who may at any time claim through or under it, hereby waives to the full
extent that it may lawfully so do, the benefit of all such laws, and any and all
right to have the assets comprised in the security intended to be created hereby
marshaled upon any foreclosure of the lien hereof.
(f) Grantor hereby acknowledges the right to accelerate the
Obligations evidenced by the Notes upon the occurrence of an Event of Default.
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(g) Agent, at its option, is authorized to foreclose this
Instrument subject to the rights of any tenants of the Mortgaged Property, and
the failure to make any such tenants parties to any such foreclosure proceedings
and to foreclose their rights will not be, nor be asserted to be by Grantor, a
defense to any proceedings instituted by Agent to collect the Obligations.
(h) In case Agent shall have proceeded to enforce any right,
power or remedy under this Instrument by foreclosure, entry or otherwise or in
the event Agent commences advertising of the intended exercise of the sale under
power provided hereunder, and such proceeding or advertisement shall have been
withdrawn, discontinued or abandoned for any reason, or shall have been
determined adversely to Agent, then in every such case (i) Grantor and Agent
shall be restored to their former positions and rights, (ii) all rights, powers
and remedies of Agent shall continue as if no such proceeding had been taken,
(iii) each and every Event of Default declared or occurring prior or subsequent
to such withdrawal, discontinuance or abandonment shall and shall be deemed to
be a continuing Event of Default and (iv) neither this Instrument, nor the
Notes, nor the Obligations, nor any other instrument concerned therewith, shall
be or shall be deemed to have been reinstated or otherwise affected by such
withdrawal, discontinuance or abandonment; and Grantor hereby expressly waives
the benefit of any statute or rule of law now provided, or which may hereafter
be provided, which would produce a result contrary to or in conflict with the
above.
(i) No right, power or remedy conferred upon or reserved to
Agent by this Instrument is intended to be exclusive of any other right, power
or remedy, but each and every such right, power and remedy shall be cumulative
and concurrent and shall be in addition to any other right, power and remedy
given hereunder or now or hereafter existing at law or in equity or by statute.
(j) No delay or omission of Agent or of any holder of the Note
to exercise any right, power or remedy accruing upon any default shall exhaust
or impair any such right, power or remedy or shall be construed to be a waiver
of any such default, or acquiescence therein; and every right, power and remedy
given by this Instrument to Agent may be exercised from time to time and as
often as may be deemed expedient by Agent. No consent or waiver, expressed or
implied, by Agent to or of any breach or default by Grantor in the performance
of the obligations thereof hereunder shall be deemed or construed to be a
consent or waiver to or of any other breach or default in the performance of the
same or any other obligations of Grantor hereunder. Failure on the part of Agent
to complain of any act or failure to act or to declare an Event of Default,
irrespective of how long such failure continues, shall not constitute a waiver
by Agent of its rights hereunder or impair any rights, powers or remedies of
Agent consequent on any breach or default by Grantor.
13
(k) If Agent (i) grants forbearance or an extension of time
for the payment of any sums secured hereby; (ii) takes other or additional
security for the payment of any sums secured hereby; (iii) waives or does not
exercise any right granted herein or in the Transaction Documents; (iv) releases
any part of the Mortgaged Property from the lien of this Instrument or otherwise
changes any of the terms, covenants, conditions or agreements of this Instrument
or any other Transaction Document; (v) consents to the filing of any map, plat
or replat affecting the Mortgaged Property; (vi) consents to the granting of any
easement or other right affecting the Mortgaged Property; or (vii) makes or
consents to any agreement subordinating the lien hereof, any such act or
omission shall not release, discharge, modify, change or affect the original
liability under this Instrument or any other of the Transaction Documents or any
other obligation of Grantor or any subsequent purchaser of the Mortgaged
Property or any part thereof, or any maker, co-signer, endorser, surety or
guarantor; nor shall any such act or omission preclude Agent from exercising any
right, power or privilege herein granted or intended to be granted in the event
of any default then made or of any subsequent default; nor, except as otherwise
expressly provided in an instrument or instruments executed by Agent, shall the
lien of this Instrument be altered thereby. In the event of the sale or transfer
by operation of law or otherwise of all or any part of the Mortgaged Property,
Agent, without notice, is hereby authorized and empowered to deal with any such
vendee or transferee with reference to the Mortgaged Property or the Obligations
secured hereby, or with reference to any of the terms, covenants, conditions or
agreements hereof, as fully and to the same extent as it might deal with the
original parties hereto and without in any way releasing or discharging any
liabilities, obligations or undertakings.
(l) Agent shall have power (a) to institute and maintain such
suits and proceedings as it may deem expedient to prevent any impairment of the
Mortgaged Property by any acts which may be unlawful or any violation of this
Instrument, (b) to preserve or protect its interest in the Mortgaged Property
and in the rents, issues, profits and revenues arising therefrom, and (c) to
restrain the enforcement of or compliance with any legislation or other
governmental enactment, rule or order that may be unconstitutional or otherwise
invalid, if the enforcement of or compliance with such enactment, rule or order
would impair the security hereunder or be prejudicial to the interest of Agent.
(m) In the case of any receivership, insolvency, bankruptcy,
reorganization, arrangement, adjustment, composition or other proceedings
affecting Grantor, its creditors or its property, Agent, to the extent permitted
by law, shall be entitled to file such proofs of claim and other documents as
may be necessary or advisable in order to have the claims of Agent allowed in
such proceedings for the entire amount due and payable by Grantor under this
Instrument at the date of the institution
14
of such proceedings and for any additional amount which may become due and
payable by Grantor hereunder after such date.
(n) Grantor expressly acknowledges and agrees that upon or any
time after the occurrence and continuation of an Event of Default so long as
such Event of Default remains uncured, Agent's right, title and interest in and
to the Assigned Leases and Rents shall be and remain absolute and inviolate in
accordance with the provisions of this Instrument. Moreover, without limiting,
altering, affecting or impairing in any manner or to any extent the absolute
right, title and interest of Agent as provided herein, upon the occurrence and
continuation of an Event of Default so long as such Default remains uncured,
Agent shall have the complete right, power and authority hereunder, then or
thereafter, to exercise and enforce any or all of the following rights and
remedies, in addition to (but not in lieu of) the remedies set forth in the
other Security Instruments:
(i) without taking possession of the Mortgaged
Property, in Grantor's own name, to demand, collect, receive, xxx for, attach
and levy on the Rents and give proper receipts, releases and acquittances
therefor, and after deducting all necessary and proper costs and expenses of
operation and collection, as reasonably determined by Agent, including without
limitation reasonable attorneys' fees, and apply the net proceeds thereof,
together with any funds of Grantor deposited with Agent, in reduction or
repayment of the Obligations, and any such net proceeds actually received by
Agent shall be treated as a pro tanto reduction or repayment of the Obligations
(it being specifically agreed that the mere existence of this absolute
assignment shall not be treated as pro tanto discharge, credit, reduction or
repayment or discharge of the Obligations); and
(ii) Without regard to the adequacy of the
security, with or without any action or proceeding through any Person or by any
agent, or by a receiver to be appointed by a court of competent jurisdiction,
and irrespective of the Grantor's possession, to enter upon, take possession of,
manage and operate the Mortgaged Property or any part thereof as Agent deems to
be prudent and reasonable under the circumstances; make, modify, enforce, cancel
or accept surrender of any Assigned Leases now in effect or hereafter in effect
on the Mortgaged Property or any part thereof; remove and evict any sublessee;
increase or decrease Rents; decorate, clean, repair, and make such improvements,
alterations and additions as the Agent shall deem necessary or desirable; and
otherwise do any act or incur any cost or expense which the Agent may deem
reasonably necessary to protect the status and value of the Mortgaged Property
as fully and to the same extent as Grantor could do if Grantor was in possession
thereof; and in such event, to apply the Rents so collected in accordance with
the provisions of this Instrument.
15
ARTICLE VII.
MISCELLANEOUS
7.01 FURTHER ASSURANCES; AFTER ACQUIRED MORTGAGED PROPERTY. At any
time, and from time to time, upon request by Agent, Grantor will make, execute
and deliver or cause to be made, executed and delivered, to Agent and, where
appropriate, cause to be recorded and/or filed and from time to time thereafter
to be re-recorded and/or refiled at such time and in such offices and places as
shall be deemed desirable by Agent, any and all such other and further deeds to
secure debt, security agreements, financing statements, continuation statements,
instruments of further assurance, certificates and other documents as may, in
the opinion of Agent, be necessary or desirable in order to effectuate,
complete, or perfect, or to continue and preserve (a) the obligations of Grantor
under the Notes and under this Instrument and (b) the lien of this Instrument as
a first and prior lien upon and security title in and to all of the Mortgaged
Property, whether now owned or hereafter acquired by Grantor, and is free and
clear of all encumbrances, other then Permitted Encumbrances. Upon any failure
by Grantor so to do, Agent may make, execute, record, file, rerecord and/or
refile any and all such deeds to secure debt, security agreements, financing
statements, continuation statements, instruments, certificates, and documents
for and in the name of Grantor and Grantor hereby irrevocably appoints Agent the
agent and attorney-in-fact of Grantor so to do. The lien hereof will
automatically attach, without further act, to all after acquired property
attached to and/or used in the operation of the Mortgaged Property or any part
thereof.
7.02 SUBROGATION. To the full extent of the Obligations, the Agent is
hereby subrogated to the liens, claims and demands, and to the rights of the
owners and holders of each and every lien, claim, demand and other encumbrance
on the Mortgaged Property which is paid or satisfied, in whole or in part, out
of the proceeds of the Indebtedness, and the respective liens, claims, demands
and other encumbrances shall be, and each of them is hereby, preserved and shall
pass to and be held by Agent as additional collateral and further security for
the Obligations, to the same extent they would have been preserved and would
have been passed to and held by Agent had they been duly and legally assigned,
transferred, set over and delivered unto Agent by assignment, notwithstanding
the fact that any instrument providing public notice of the same may be
satisfied and canceled of record.
7.03 LIMIT OF VALIDITY. If from any circumstances whatsoever
fulfillment of any provision of this Instrument or of the Notes or of any other
Transaction Document, at the time performance of such provision shall be due,
shall involve transcending the limit of validity presently prescribed by any
applicable usury statute
16
or any other applicable law, with regard to obligations of like character and
amount, then ipso facto the obligation to be fulfilled shall be reduced to the
limit of such validity, so that in no event shall any exaction be possible under
this Instrument or under the Notes that is in excess of the current limit of
such validity, but such obligation shall be fulfilled to the limit of such
validity. The provisions of this Paragraph 7.03 shall control every other
provision of this Instrument and of the Notes.
7.04 INVALIDITY. If any provision hereof is invalid or unenforceable in
any jurisdiction, the other provisions hereof shall remain in full force and
effect in such jurisdiction and the remaining provisions hereof shall be
liberally construed in favor of the Agent in order to effectuate the provisions
hereof, and the invalidity or unenforceability of any provision hereof in any
jurisdiction shall not affect the validity or enforceability of any such
provision in any other jurisdiction. If any part of the secured Obligations
cannot be lawfully secured by this Instrument or if any part of the Mortgaged
Property cannot be lawfully subject to the lien and security interest hereof to
the full extent of such Obligations, then all payments made shall be applied on
said Obligations first in discharge of that portion thereof which is not secured
by this Instrument.
7.05 CONSTRUCTION; GOVERNING LAW. This instrument may be construed as a
mortgage, chattel mortgage, conveyance, assignment, security agreement, pledge,
financing statement, hypothecation or contract, or any one or more of them, in
order fully to effectuate the security title and lien hereof and the purposes
and agreements herein set forth. The term "Grantor" as used herein shall mean
and include all and each of the individuals, partnerships, corporations or other
legal entities or persons executing this Instrument. The number and gender of
pronouns used in referring to Grantor shall be construed to mean and correspond
with the number and gender of the individuals, partnerships, corporations or
other legal entities or persons executing this Instrument as Grantor. The terms
used to designate the Agent and Grantor shall be deemed to include the
respective heirs, legal representatives, successors and assigns of such parties.
This instrument shall be governed by and construed in accordance with the laws
of the State of Florida, without regard to principals of conflicts of laws.
7.06 WAIVERS; ETC. The Agent and the Lenders may waive any Event of
Default without waiving any other prior or subsequent Event of Default. The
Agent and the Lenders may remedy any Event of Default without waiving the Event
of Default remedied. No single or partial exercise by the Agent of any right,
power or remedy hereunder shall exhaust the same or shall preclude any other or
further exercise thereof, and every such right, power or remedy hereunder may be
exercised at any time and from time to time. No modification or waiver of any
provision hereof nor consent to any departure by Grantor therefrom shall in any
event be effective unless the same shall be in writing and signed by
17
the Agent and the Lenders as provided in the Credit Agreement and then such
waiver or consent shall be effective only in the specific instances, for the
purpose for which given and to the extent therein specified. No notice to nor
demand on Grantor in any case shall of itself entitle Grantor to any other or
further notice of demand in similar or other circumstances. Acceptance by the
Agents of any payment in an amount less than the amount then due on any
Obligations shall be deemed an acceptance on account only and shall not in any
way excuse the existence of an Event of Default hereunder.
7.07 SUCCESSORS. In the event the ownership of the Mortgaged Property
or any part thereof becomes vested in a person other than Grantor, the Agent
may, without notice to Grantor, deal with such successor or successors in
interest with reference to this Instrument and to the Obligations in the same
manner as with Grantor, without in any way vitiating or discharging Grantor's
liability hereunder or for the payment of the Obligations or performance of the
obligations secured hereby. No transfer of the Mortgaged Property, no
forbearance on the part of the Agent, and no extension of the time for the
payment of the Obligations given by any holder of the Obligations, in whole or
in part, shall affect the liability of Grantor hereunder or for obligations
secured hereby or the liability of any other person hereunder or for obligations
secured hereby or the liability of any other person hereunder or for the payment
of the Obligations.
7.08 NOTICES; ETC. All notices, requests, consents, demands and other
communications required or permitted hereunder shall be given in accordance with
the terms of the Credit Agreement.
7.09 DISCRETION OF AGENT. Except where otherwise expressly provided
herein, in any instance hereunder where the approval, consent or the exercise of
judgment of the Agent is required, the granting or denial of such approval or
consent and the exercise of such judgment shall be within the sole discretion of
the Agent, and the Agent shall not, for any reason or to any extent, be required
to grant such approval or consent or exercise such judgment in any particular
manner, regardless of the reasonableness of either the request or the Agent's
judgment.
7.10 COUNTERPARTS. This instrument may be executed in several
counterparts, all of which are identical. Each of such counterparts
18
shall for all purposes be deemed to be an original and all such counterparts
shall together constitute but one and the same instrument.
7.11 TIME OF THE ESSENCE. Time is of the essence with respect to each
and every covenant, agreement and obligation of Grantor under this Instrument
and the other Transaction Documents.
7.12 LIMITED LIABILITY. No personal liability or responsibility is
assumed hereunder by or shall at any time be enforceable against Fleet Real
Estate, Inc. or any successor or assign in its capacity as Lessor (including the
Agent and the Lenders) on account of any representation, warranty, undertaking
or agreement hereunder of Grantor, either expressed or implied, all such
personal liability, if any, being expressly waived by Agent, except that Agent
or any Person claiming by, through or under it, making a claim hereunder, may
look to the Mortgaged Property for satisfaction of the same and Grantor or its
successors and assigns as Lessor, as applicable, shall be personally liable for
its own gross negligence or willful misconduct.
7.13 FUTURE ADVANCES. This Instrument secures all future advances,
whether such advances are obligatory or made at the option of the Agent, which
may be advanced by the Agent or the Lenders within twenty (20) years from the
date of this Instrument and which constitutes the Obligations secured hereby.
All such future advances, together with interest thereon, shall be secured to
the same extent and have the same priority as if such future advances were made
on the date of the execution of this Instrument and shall be subject to all the
terms and provisions of this Instrument. The total amount of Obligations that
may be secured at any one time by this Instrument may decrease or increase from
time to time, but the total unpaid principal balance of the Obligations so
secured at any one time by this Instrument shall not exceed $23,280,000, plus
interest thereon, and any disbursements made for the payment of taxes, levies or
insurance on the Mortgaged Property with interest on such disbursements.
19
IN WITNESS WHEREOF, Grantor has executed this Instrument under seal, as
of the day and year first above written.
GRANTOR:
Witness:/s/ XXXXXX XXXXXXXXXXXXX FLEET REAL ESTATE, INC.
----------------------------
Printed Name: XXXXXX XXXXXXXXXXXXX
By: /s/ X.X. XXXX
------------------------
Witness: /s/ XXXXXXX XXXXXXXXXX Name: X.X. XXXX
---------------------------- Title: S.V.P
Printed Name: XXXXXXX XXXXXXXXXX
20
THE VINCAM GROUP, INC.,
Witness:/s/ XXXXXXXX X. XXXXXXXXX a Florida corporation
----------------------------
Printed Name: XXXXXXXX X. XXXXXXXXX
By: /s/ XXXXXXXXX X. XXXXXX
--------------------------
Witness: /s/ XXXXXXX X. XXXXXXXX Name: XXXXXXXXX X. XXXXXX
---------------------------- Title: VICE PRESIDENT
Printed Name: XXXXXXX X. XXXXXXXX
21
COMMONWEALTH OF MASSACHUSETTS
COUNTY OF SUFFOLK
The foregoing Mortgage was acknowledged before be this 5th day of December,
1997, by X.X. Xxxx, as Sr. Vice President of Fleet Real Estate, Inc., a Rhode
Island corporation, on behalf of the corporation and he/she is personally known
to me.
/s/ XXXXXXXX X. XXXXXXX
--------------------------------
Notary Public
Name: XXXXXXXX X. XXXXXXX
Commission No.: June 2, 2000
My Commission Expires: Xxxxxxxx X. Xxxxxxx
Notary Public
Commission Expires June 2, 2000
22
STATE OF GEORGIA
COUNTY OF XXXXXX
The foregoing Mortgage was acknowledged before be this 9th day of December,
1997, by Xxxxxxxxx X. Xxxxxx, as Vice President of The Vincam Group, Inc., a
Florida corporation, on behalf of the corporation and he/she is personally known
to me or has produced Driver's License as identification.
/s/ XXXXXX X. XXXXX
--------------------------------
Notary Public
Name: XXXXXX X. XXXXX
Commission No.: October 20, 2000
Xxxxxx X. Xxxxx
Notary Public
Cherokee County, Georgia
Commission Expires October 20, 2000
23
EXHIBIT A
(Description of Site)
All of FOX CROFT, according to the Plat thereof recorded in Plat Book 115, at
Page 69, of the Public Records of Dade County, Florida.
24
EXHIBIT "B"
(Permitted Encumbrances)
1. Taxes and assessments for the year 1998 and subsequent years which are
not yet due and payable.
2. Easement in favor of Florida Power & Light Company pursuant to
instrument dated February 7, 1952, recorded in Deed Book 3601, at Page
26, of the Public Records of Dade County, Florida.
3. Easements, restrictions and other matters arising in the Plat of Fox
Croft, as recorded in Plat Book 115, at Page 69, of the Public Records
of Dade County, Florida.
4. Order of the Metropolitan Dade County Environmental Control Board filed
October 17, 1985, in Official Records Book 12670, at Page 1659, of the
Public Records of Dade County, Florida.
5. Covenant Running with the Land in favor of Metropolitan Dade County
filed September 17, 1986, in Official Records Book 13021, at Page 2183,
of the Public Records of Dade County, Florida.
6. Declaration of Restrictions filed October 14, 1986, in Official Records
Book 13048, at Page 763, of the Public Records of Dade County, Florida.
7. Deed of Easement in favor of BellSouth Telecommunications, Inc. d/b/a
Southern Xxxx Telephone and Telegraph Company, a Georgia corporation,
filed December 17, 1992, in Official Records Book 15750, at Page 1974,
of the Public Records of Dade County, Florida.
8. Order of the Metropolitan Dade County Environmental Quality Control
Board filed August 7, 1997, in Official Records Book 17743, at Page
4274, of the Public Records of Dade County, Florida.
9. Terms, conditions, restrictions and options to purchase contained in
the Lease Agreement by and between The Vincam Group, Inc., (Lessee),
and Fleet Real Estate, Inc. (Lessor), dated December 9, 1997, to be
recorded in the Public Records of Dade County, Florida.
25
EXHIBIT "C"
[Description of Contracts]
1. All fidelity bonds, performance bonds, insurance policies
and binders for insurance and claims for losses thereunder;
2. All permits, licenses and approvals from state, federal and local
authorities from any type, and all rights of Grantor now or hereafter
to receive utility services;
3. All warranties on any personal property of Grantor conveyed by Grantor
to Agent by this Instrument or otherwise;
4. All right, title and interest, if any, of Grantor in and to
all site plans, drawings, plans, specifications and studies
prepared by all architects, all reports, surveys and
studies made by all engineers, and all other plans, soil
test reports, environmental reports, specifications,
engineering plans and reports and any other architectural
or engineering data used or useful in connection with the
development of the Site and the construction of any of the
Improvements on the Site;
5. All certificates of occupancy;
6. All termite bonds, reports and servicing contracts, including servicing
contracts relating to any and all aspects of the ownership,
development, maintenance and operation of the Facility;
7. All deposits or prepayments of any type for any purpose made by Grantor
or anyone on its behalf;
8. All unpaid rents;
9. All proceeds and rights to all proceeds in any threatened or pending
condemnation or proceedings in lieu thereof;
10. All causes of Grantor against anyone now or hereafter arising which
involves the construction of the Facility, provided none of the
obligations of Grantor are assigned in connection with such causes of
action, with Grantor expressly agreeing to remain liable for such
obligations and, at the request of Agent, to prosecute such causes of
action in its own name;
11. All surveys; and
26
12. All rights and interest of Grantor under any construction, engineering
or architectural contract to which Grantor is a party.
27
EXHIBIT "D"
Schedule 1
(Description of "Debtors" and "Secured Party")
A. Debtors:
1. Name and Identity: Fleet Real Estate, Inc., a Rhode
Island corporation and The Vincam Group, Inc., a
Florida corporation
2. The residence or principal place of business of Fleet Real
Estate, Inc. is located at: Xxx Xxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000, Attention: Xxx Xxxx, and the residence or
principal place of business of The Vincam Group, Inc. is
located at: 0000 Xxxxxxx Xxxx, Xxxxx Xxxxxx, Xxxxxxx 00000,
Attention: Xxxxxxxxx X. Xxxxxx, General Counsel
B. Secured Party:
Fleet National Bank, a national banking organization formed and
existing under the laws of the United States of America.
****************************************************************
Schedule 2
(Notice Mailing Addresses of "Debtors" and "Secured Party")
A. The mailing address of Fleet Real Estate, Inc. is: Xxx
Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Xxx
Xxxx, and the mailing address of The Vincam Group, Inc. is:
0000 Xxxxxxx Xxxx, Xxxxx Xxxxxx, Xxxxxxx 00000, Attention:
Xxxxxxxxx X. Xxxxxx, General Counsel
B. The mailing address of Secured Party is: 00 Xxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Xxxxxx
Xxxxxxxxxxxxx
28
