Xxxxxxxx X. Xxxxxxxxx, Esq.
Xxxxxx & Xxxx, P.A.
000 Xxxxx Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Our File No. 014523.0019
SCHEDULE I
___________________(Space above this line for recording data.)__________________
THIS IS A BALLOON MORTGAGE AND THE FINAL PAYMENT OR PRINCIPAL BALANCE DUE UPON
MATURITY IS $6,000,000.00 TOGETHER WITH ACCRUED INTEREST, AND ALL ADVANCEMENTS
MADE BY THE MORTGAGEE UNDER THE TERMS OF THIS MORTGAGE
FLORIDA MORTGAGE AND SECURITY AGREEMENT
THIS MORTGAGE AND SECURITY AGREEMENT ("Mortgage and Security Agreement")
is made this 18 day of December, 2003, by and between SUNSTONE GOLF RESORT,
INC., a Florida corporation, with a post office address at 0000 Xxxxxx Xxxx,
Xxxxxxx, Xxxxxxx 00000 (hereinafter referred to as "Mortgagor"), and STANFORD
VENTURE CAPITAL HOLDINGS, INC., a Delaware corporation, with a post office
address at 0000 Xxxxxxxxxx, Xxxxxxx, Xxxxx 00000 (hereinafter referred to as
"Mortgagee").
W I T N E S S E T H:
WHEREAS, Mortgagee is lending Mortgagor the sum of Six Million Dollars
($6,000,000.00) pursuant to that certain credit agreement of even date herewith
entered into by and among AMERICAN LEISURE HOLDINGS, INC., a Nevada corporation,
SUNSTONE GOLF RESORT, INC., a Florida corporation, AMERICAN LEISURE MARKETING &
TECHNOLOGY, INC., a Florida corporation, ADVANTAGE PROFESSIONAL MANAGEMENT GROUP
INC., a Florida corporation, LEISURE XXXXX XXXXXXXXXXXXX LIMITED., a United
Kingdom company, CARIBBEAN LEISURE MARKETING LIMITED, an Antiguan limited
company (individually, a "Borrower" and collectively, "Borrowers"), XXXXXXX
XXXXXX, as " Guarantor", and Mortgagee as "Lender" (the "Credit Agreement"), and
Borrowers are indebted to Mortgagee for money advanced as evidenced by that
certain promissory note of even date executed and delivered by Borrowers to
Mortgagee in the principal amount of SIX MILLION DOLLARS ($6,000,000.00) bearing
interest and being payable as set forth therein ("Note"); and
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WHEREAS, to induce Mortgagee to make said loan, Xxxxxxxxx agreed to
execute and deliver this Mortgage and Security Agreement as security for the
full and punctual payment of said Note, and of any renewal or extension of said
Note, and the full performance of all the provisions, agreements and covenants
therein and herein contained; and
WHEREAS, Xxxxxxxxx acknowledges that Mortgagee would not have funded the
loan to Mortgagor and Borrower unless Xxxxxxxxx executed and delivered this
Mortgage to Mortgagee. Mortgagor further acknowledges that Xxxxxxxxx has
received sufficient and adequate consideration for granting this Mortgage to
Mortgagee, because Mortgagor will benefit, directly or indirectly, from
Mortgagee's making the loan to Mortgagor and Borrower; and
WHEREAS, this Mortgage and Security Agreement is given to secure present
and/or future obligations of the Mortgagor as more particularly described in
Section 1.13 below.
NOW, THEREFORE, for good and valuable consideration and to secure the
payment of an indebtedness in the aggregate amount of SIX MILLION DOLLARS
($6,000,000.00) to be paid in accordance with the Note of even date herewith,
which Note is due and payable in accordance with the terms thereof, all as more
particularly set forth in the Note, together with interest thereon and any and
all sums due or which may become due from the Mortgagor to the Mortgagee, the
Mortgagor does grant, bargain, sell, mortgage and convey to the Mortgagee, its
successors and assigns, in fee simple, with power of sale, all that certain
Land, Improvements, Fixtures and Personalty and Other Rights and Property (all
of which are hereinafter sometimes referred to collectively as the "Premises"),
more particularly described as follows:
i) all of the tracts, pieces or parcels of land, including easements
appurtenant thereto, more particularly described in EXHIBIT "A" attached hereto
and made a part hereof (the "Land"). It is acknowledged that the Land consists
of a development known as "Tierra del Sol" and contains approximately 122 acres;
and
ii) all buildings, structures and other improvements of every nature
whatsoever now or hereafter situated on the Land (the "Improvements"); and
iii) all fixtures, furniture, furnishings, machinery, equipment, general
intangibles, inventory and personal property (except personal property owned by
a tenant) of every kind and nature whatsoever, now or hereafter owned by
Xxxxxxxxx and located in, on, about or attached to the Land and Improvements or
used or intended to be used with or in connection with the construction, use,
operation, maintenance or enjoyment of the Land and Improvements or relating or
appertaining thereto, and all extensions, additions, improvements, betterments,
renewals, replacements or proceeds (including, but not limited to, insurance and
condemnation proceeds) of the foregoing, including, but not limited to, all gas
and electric fixtures and apparatus, plumbing fixtures and apparatus, heating,
ventilating and air conditioning fixtures and apparatus, compressors, pumps,
storage tanks, carpeting and other floor coverings, machinery, building
materials and supplies, sprinklers, fire prevention, fire extinguishers and
other safety and security equipment and apparatus, elevators, engines, docks,
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pilings, motors, boilers, ranges and other cooking apparatus, washers, dryers,
water heaters, refrigerators, appliances, window screens, awnings, switch
boards, telephone systems, storm sashes, mirrors, mantels, attached cabinets,
carpeting, rugs, draperies, window coverings, pool equipment, and all the right,
title and interest of the Mortgagor in any such property subject to or covered
by a security agreement, conditional sales contract, chattel mortgage, or
similar lien or claim prior to the lien hereof, together with the benefit of any
deposits or payments now or hereafter made by Mortgagor or on its behalf, all of
which are hereby declared and shall be deemed to be fixtures and accessions to
the freehold and a part of the Land and Improvements 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 indebtedness herein mentioned and
to be covered by this Mortgage and Security Agreement (the "Fixtures and
Personalty"); and
iv) all other easements, rights-of-way, 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 to or appertaining to the Premises, or any part thereof, or which
hereafter shall in any way belong, relate or be appurtenant thereto, whether now
owned or hereafter acquired by the Mortgagor, and the reversion and reversions,
remainder and remainders, and rents, issues, profits, revenues thereof
(including but not limited to all condemnation payments, insurance proceeds,
payments under leases and tenancies, sale proceeds, purchase deposits, tenant
security deposits and escrow funds) and all the estate, right, title, interest,
property, possession, claim and demand whatsoever at law, as well as in equity,
of the Mortgagor of, in and to the same (the "Other Rights and Property").
TO HAVE AND TO HOLD the Premises and all estate thereon, hereby conveyed,
and the tenements, hereditaments and appurtenances hereunto belonging or in
anyway appertaining, and the reversion and reversions, remainder and remainders,
rents, issues and profits thereof and also all the estate, right, title,
interest, property, possession, claim and demand whatsoever as well in law as in
equity of the said Xxxxxxxxx in and to the same and every part and parcel
thereof unto the said Mortgagee in fee simple.
PROVIDED ALWAYS that if the Mortgagor shall pay unto the Mortgagee all
indebtedness due by Mortgagor to Mortgagee (including the indebtedness evidenced
by the Note and any and all renewals of the same) and shall perform, comply with
and abide by each and every stipulation, agreement, condition, and covenant of
the Note and of this Mortgage and Security Agreement, then this Mortgage and
Security Agreement and the estate hereby created shall cease and be null and
void. Provided, it is further covenanted and agreed by the parties hereto that
this Mortgage and Security Agreement also secures the payment of and includes
all future or further advances as shall be made by Mortgagee herein, or its
successors or assigns to or for the benefit of the Mortgagor, or its heirs,
personal representatives or assigns within twenty (20) years from the date
hereof to the same extent as if such future advances were made on the date of
the execution of this Mortgage.
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To protect the security of this Mortgage, the Mortgagor further expressly
covenants, warrants, stipulates and agrees with the Mortgagee as follows:
ARTICLE 1
COVENANTS AND AGREEMENTS OF MORTGAGOR
1.1 Payment of Note and Other Sums. Xxxxxxxxx expressly agrees to pay when
due the principal of, and the interest on, the indebtedness evidenced by the
Note, and the charges, fees and the principal of, and interest on, any future
advances secured by this Mortgage and Security Agreement and shall otherwise
comply with all the terms of the Note and this Mortgage. The Mortgagor agrees to
pay when due all other sums required to be paid by Xxxxxxxxx pursuant to the
provisions of this Mortgage. Further, this Mortgage and the grants, assignments
and transfers made herein are given for the purpose of securing the payment of
interest, default interest, late charges and other sums, as provided in the
Note, this Mortgage, and the Credit Agreement, and the payment of all other
monies agreed or provided to be paid by Borrower in the Note, this Mortgage, the
Credit Agreement or any other obligation(s) to be secured by this Mortgage.
1.2 Warranty of Title. The Mortgagor warrants and represents that it is
lawfully seized and possessed of an indefeasible and marketable estate in fee
simple in the Premises and has good right, full power and lawful authority in
law and equity to convey, mortgage and encumber the same by way of this
Mortgage. The Mortgage is subject and subordinate to a prior mortgage, which
secures up to the principal amount of Six Million Dollars ($6,000,000.00), on
the Premises encumbered hereby from the Mortgagor herein to____________ (the
"Prior Mortgagee"),dated _____________ and recorded ________________ in Official
Records Book_____, Page ______, of the Public Records of Polk County, Florida,
securing obligations therein referred to collectively or singularly as the
context may require as the "Prior Mortgage." Consequently, except for the Prior
Mortgage, the Premises are free and clear of all liens, charges and encumbrances
whatsoever, except as hereinafter provided, and the Mortgagor will warrant and
forever defend the title thereto against the claims of all persons whomsoever.
1.3 Payment of Taxes, Liens and Utility Charges.
1.3.1 Mortgagor shall pay or cause to be paid on or before the due date
thereof all taxes, assessments, dues, fines, fees, impositions and public
charges of every character whatsoever, (whether general or special, and whether
or not payable in installments), now or hereafter levied, assessed, confirmed or
imposed on or in respect of, or which may be a lien upon, the Premises, or any
part thereof, or any right, interest or estate therein, and shall promptly
submit to Mortgagee such evidence of the due and punctual payment thereof as
Mortgagee may require.
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1.3.2 Mortgagor will keep said Premises free from all lien claims of every
kind, and will protect the title and possession of the same so that this
Mortgage and Security Agreement shall be a lien thereon until said debt is paid,
or if sale is made hereunder, so that the purchaser at said sale shall acquire a
good title in fee simple to said Premises.
1.3.3 Xxxxxxxxx further agrees to pay all earnings, income, profits and
excess profits, taxes and other governmental charges levied, assessed or imposed
by the United States of America or by any state, county, municipality or other
taxing authority upon Mortgagor or in respect of the Premises, or any part
thereof, which, if unpaid, would become a lien or charge upon the Premises or
any part hereof.
1.3.4 Mortgagor will promptly pay or cause to be paid all charges made by
utility companies, whether public or private, for services furnished or used in
connection with said Premises.
1.3.5 In the event of passage of any state, federal, municipal or other
governmental law, order, rule or regulation, in any manner changing or modifying
the laws now in force governing the taxation of debts secured by mortgages or
the manner of collecting taxes so as to affect adversely the Mortgagee, the
Mortgagor will promptly pay any such tax on or before the due date thereof; and
if the Mortgagor fails to make such prompt payment or if any such state,
federal, municipal or other governmental law, order, rule or regulation
prohibits Mortgagor from making such payment or would penalize Mortgagee if
Mortgagor makes such payment, then the entire balance of the principal sum
secured by this Mortgage and Security Agreement and all interest accrued
thereon, shall, upon 30 days prior written notice given by Mortgagee to
Mortgagor, become due and payable at the option of the Mortgagee.
1.4 Insurance.
---------
1.4.1 Mortgagor shall procure for, deliver to and continuously maintain
for the benefit of Mortgagee during the term of this Mortgage and Security
Agreement original paid up insurance policies with such insurance companies, in
such amounts, in such form and substance, and with such expiration dates, and
containing New York standard non-contributory mortgagee clauses, their
equivalent or a Mortgagee loss payable endorsement in favor of Mortgagee, as
shall be satisfactory to Mortgagee, including a minimum thirty (30) day advance
written notice to Mortgagee of any intended policy cancellation or modification,
providing the following types of insurance covering the Premises and the
interests and liabilities incident to the ownership, possession and operation
thereof:
1.4.1.1 when constructed, insurance against loss or damage by fire,
lightning, windstorm, hail, explosion, riot, riot attending a strike, civil
commotion, aircraft, vehicles, smoke, vandalism and malicious mischief and
against such other hazards as, under good insurance practices, from time to time
are insured against for properties of similar character and location, the amount
of which insurance shall not be less than the greater of [i] the balance of the
indebtedness secured hereby; or [ii] one hundred percent (100%) of the full
replacement cost of the Premises without deduction for depreciation, and which
policies of insurance shall contain satisfactory replacement cost endorsements;
and
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1.4.1.2 general accident and public liability insurance, contractor's
liability and worker's compensation insurance during any construction phase,
flood hazard insurance, on the Premises or any part hereof or for the benefit of
Mortgagor, as may from time to time be reasonably required by Mortgagee against
other insurable casualties or risks which at the time are commonly insured
against in the case of proper-ties of similar character and location, due regard
being given to the height and type of the Improvements, their construction,
location, use and occupancy, or any replacements or substitutions therefor.
1.4.1.3 Mortgagor, prior to the commencement of any construction on the
Premises at any time during the term of the Mortgage, will provide, at its sole
cost and expense, and will keep in force and effect, until a permanent
certificate of occupancy is issued for the Premises, builder's all risk
insurance (including theft of materials) written on a completed value
(non-reporting) basis with limits in such amounts as required by Mortgagee,
naming as insureds any subcontractor, the Mortgagee and Mortgagor, naming as
additional insureds any general contractor engaged by Xxxxxxxxx. In addition,
such insurance, [i] will contain an acknowledgment by the insurance company that
its rights or rights of subrogation have been waived with respect to all of the
insureds named in the policy, and an endorsement stating that "permission is
granted to complete and occupy"; and [ii] if any off-site storage location is
used, will cover, for full insurable value, all materials and equipment on or
about any such off-site storage location intended for use with respect to the
Premises, such policy to have a maximum deductible of Twenty-Five Thousand
Dollars ($25,000.00).
1.4.2 Subject to the rights of the Prior Lender with respect thereto,
Mortgagee is hereby authorized and empowered, at its option, to adjust or
compromise any loss under any insurance policies maintained pursuant to this
Section, and to collect and receive the proceeds from any such policy or
policies. Subject to the rights of the Prior Lender with respect thereto, each
insurance company is hereby authorized and directed to make payment for all such
losses directly to Mortgagee, instead of to Mortgagor and Mortgagee jointly. In
the event any insurance company fails to disburse directly and solely to
Mortgagee but disburses instead either solely to Mortgagor or to Mortgagor and
Mortgagee jointly, Xxxxxxxxx agrees immediately to endorse and transfer such
proceeds to Mortgagee. Subject to the rights of the Prior Lender with respect
thereto, upon the failure of Xxxxxxxxx to endorse and transfer such proceeds as
aforesaid, Mortgagee may execute such endorsements or transfers for and in the
name of Mortgagee and Mortgagor hereby irrevocably appoints Mortgagee as
Xxxxxxxxx's agent and attorney-in-fact so to do. After deducting from said
insurance proceeds all of its expenses incurred in the collection and
administration of such sums, including attorneys fees, Mortgagee may apply the
net proceeds or any part thereof, at its option, [i] to the payment of the
indebtedness secured hereby, whether or not due and in whatever order Mortgagee
elects; [ii] to the repair and/or restoration of the Premises; and/or [iii] for
any other purposes or objects for which Mortgagee is entitled to advance funds
under this Mortgage, all without affecting the security interest created by this
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Mortgage, and any balance of such monies then remaining shall be paid to
Mortgagor or the person or entity lawfully entitled thereto. Provided, however,
Mortgagee will not elect to use the net proceeds for the purposes stated in [i]
above so long as the value of the Premises and/or the value of the Substituted
Collateral, as hereinafter defined, and/or the value of any other property that
is then mortgaged to Mortgagee as security for the Note at the time net proceeds
are available, is equal to or greater than $6,000,000.00 or $7,300,000.00, as
the case may be, in accordance with the provisions of section 3.18.4 hereof.
Mortgagee shall not be held responsible for any failure to collect any insurance
proceeds due under the terms of any policy regardless of the cause of such
failure.
1.4.3 At least thirty (30) days prior to the expiration date of each
policy maintained pursuant to this Section, a renewal or replacement thereof
satisfactory to Mortgagee shall be delivered to Mortgagee. Mortgagor shall
deliver to Mortgagee receipts evidencing the payment for all such insurance
policies and renewals or replacements. The delivery of any insurance policies
hereunder shall constitute an assignment of all unearned premiums as further
security hereunder. In the event of the foreclosure of this Mortgage and
Security Agreement or any other transfer of title to the Premises in
extinguishment or partial extinguishment of the indebtedness secured hereby, all
right, title and interest of Xxxxxxxxx in and to all insurance policies then in
force shall pass to the purchaser or to Mortgagee as the case may be, and
Mortgagee is hereby irrevocably appointed by Xxxxxxxxx as attorney-in-fact for
Mortgagor to assign any such policy to said purchaser or to Mortgagee, as the
case may be, without accounting to Mortgagor for any unearned premiums thereon.
1.5 Condemnation. If all or any part of the Premises shall be damaged or
taken through condemnation (which term when used in this Mortgage and Security
Agreement shall include any damage or taking by any governmental authority and
any transfer by private sale in lieu thereof), either temporarily or
permanently, the entire indebtedness secured hereby shall, at the option of the
Mortgagee, become immediately due and payable. Xxxxxxxxx, immediately upon
obtaining knowledge of any proposed taking of the Premises or any part thereof,
will notify Mortgagee. The Mortgagee shall be entitled to all compensation,
awards, damages, claims, rights of action, proceeds, and other payments, and the
right thereto, and is hereby authorized, at its option, to commence, appear in
and prosecute, in its own or the Mortgagor's name, any action or proceeding
relating to any condemnation, and to settle or compromise any claim in
connection therewith. All such compensation, awards, damages, claims, rights of
action, proceeds and other payments and the right thereto are hereby assigned by
the Mortgagor to the Mortgagee and Mortgagee is authorized, at its option, to
collect and receive the same and to give proper receipts and acquittances
therefor without any obligation to question the amount thereof. After deducting
from said condemnation proceeds all of its expenses incurred in the collection
and administration of such sums, including attorneys' fees, Mortgagee may apply
the net proceeds or any part hereof, at its option, [i] to the payment of the
indebtedness secured hereby, whether or not due and in whatever order Mortgagee
elects; [ii] to the repair and/or restoration of the Premises; and/or [iii] for
any other purposes or objects for which Mortgagee is entitled to advance funds
under this Mortgage, all without affecting the security interest created by this
Mortgage, and any balance of such monies then remaining shall be paid to
Mortgagor or any other person or entity lawfully entitled thereto. Provided,
however, Mortgagee will not elect to use the net proceeds for the purposes
stated in [i] above so long as the value of the Premises and/or the value of the
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Substituted Collateral, as hereinafter defined, and/or any other property that
is then mortgaged to Mortgagee as security for the Note, at the time net
proceeds are available, is equal to or greater than $6,000,000.00 or
$7,300,000.00, as the case may be, in accordance with the provisions of section
3.18.4 hereof. The Mortgagor agrees to execute such further assignment of any
compensation, awards, damages, claims, rights of action, proceeds, and other
payments, as the Mortgagee may require. Mortgagee (i) acknowledges that a
portion of the Premises comprised of an approximate 40 foot strip of land
fronting Tri-County Road #2 may be condemned by Polk County, Florida, for no
consideration, (ii) agrees that such condemnation shall not constitute a default
under this Mortgage, and (iii) undertakes to execute a partial release any land
so condemned for no consideration, other than payment of its reasonable legal
fees in that regard.
1.6 Care of Premises.
1.6.1 The Mortgagor will keep the Premises in good condition and repair,
will not commit or suffer any waste and will not do or suffer to be done
anything which will increase the risk of fire or other hazard to the Premises or
any part thereof or which would or could result in the cancellation of any
insurance policy carried with respect to the Premises.
1.6.2 The Mortgagor will not remove, demolish or alter the design or
structural character of any building, fixture, chattel or other part of the
Premises without the prior written consent of the Mortgagee and Mortgagor will
not permit the removal, demolition or alteration thereof. Provided, however,
Mortgagee shall consent to the proposed development of the Premises which is in
substantial accordance with the Site Plan and plans and specifications which
Mortgagor has delivered to Mortgagee prior to the date hereof.
1.6.3 If the Premises or any part thereof is damaged by fire or other
cause, the Mortgagor will give immediate oral and written notices of the same to
the Mortgagee.
1.6.4 Upon reasonable notice and at reasonable times, the Mortgagee is
hereby authorized and empowered to enter and to authorize others to enter upon
any or all of the Premises, upon written notice and at reasonable times and from
time to time, to inspect the same, to perform or observe any covenants,
conditions or terms which the Mortgagor shall fail to perform, meet or comply
with, or for any other purpose in connection with the protection or preservation
of Mortgagee's security, without thereby becoming liable to Mortgagor or any
person in possession holding under the Mortgagor. Xxxxxxxxx agrees that it will
open and cause its agents, managers, operators, tenants or lessees to open to
the Mortgagee all areas within the Premises reasonably necessary or convenient
with respect to the requirements hereof.
1.6.5 The Mortgagor will promptly comply with all present and future laws,
ordinances, rules and regulations of any governmental authority affecting the
Premises or any part thereof, including, but not limited to, with all air
quality, zoning, building, health, labor, discrimination, fire, traffic, safety
and other governmental or regulatory rules, laws, ordinances, statutes, codes
and requirements applicable to the Premises, including the Americans with
Disabilities Act of 1990.
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1.7 Further Assurances: After Acquired Property. At any time, and from
time to time, upon request by the Mortgagee, the Mortgagor will make, execute
and deliver or cause to be made, executed and delivered, to Mortgagee and, where
appropriate, cause to be recorded or rerecorded and/or filed or refiled at such
time and from time to time, and in such offices and places as shall be deemed
desirable by the Mortgagee, any and all such other and further deeds of trust,
mortgages, security agreements, financing statements, continuation statements,
instruments of further assurance, certificates and other documents as may, in
the opinion of the Mortgagee be necessary or desirable in order to effectuate,
complete, or perfect or to continue and preserve [i] the obligations of the
Mortgagor under the Note and this Mortgage; and [ii] the lien of this Mortgage
and Security Agreement as a lien upon all of the Premises, except as otherwise
provided in this Mortgage, whether now owned or hereafter acquired by the
Mortgagor. Upon any failure by the Mortgagor so to do, the Mortgagee may make,
execute, record, file, rerecord and/or refile any and all such deeds of trust,
mortgages, security agreements, financing statements, continuation statements,
instruments, certificates and documents for and in the name of the Mortgagor,
and the Mortgagor hereby irrevocably appoints the Mortgagee the agent and
attorney-in-fact of the Mortgagor 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 Premises or any part thereof.
1.8 Estoppel Affidavits. The Mortgagor shall furnish the Mortgagee a
written statement, duly acknowledged, setting forth the unpaid principal of, and
interest on, the indebtedness secured hereby and whether or not any offsets or
defenses exist against such indebtedness and, if such offsets or defenses are
alleged to exist, such statement shall detail the specific facts relating
thereto.
1.9 Subrogation. The Mortgagee shall be subrogated to the claims and liens
of all parties whose claims or liens are discharged or paid with the proceeds of
the indebtedness secured hereby.
1.10 Expenses. The Mortgagor will promptly pay or reimburse the Mortgagee,
upon demand therefor, for all attorneys' fees, costs and expenses incurred by
the Mortgagee in any proceeding involving the estate of a decedent or an
insolvent, or in any action, legal proceeding or dispute of any kind in which
the Mortgagee is made a party, or appears as a party, affecting the indebtedness
secured hereby, this Mortgage and Security Agreement or the interest created
herein, or the Premises, including but not limited to the exercise of the power
of sale of this Mortgage, any proceeding relating to bankruptcy, insolvency or
other relief for debtors, any condemnation action involving the Premises or any
action to protect the security hereof; and any such amounts paid by the
Mortgagee and not reimbursed by Xxxxxxxxx shall be added to the indebtedness
secured by the lien of this Mortgage.
1.11 Sale of Premises. Mortgagor hereby acknowledges to Mortgagee that [i]
the identity and expertise of Xxxxxxxxx and Xxxxxxxx were and continue to be
material circumstances upon which Mortgagee has relied in connection with, and
which constitute valuable consideration to Mortgagee for, the extending to
Mortgagor of the indebtedness evidenced by the Note; and [ii] any change in such
identity or expertise could materially impair or jeopardize the security for the
payment of the Note granted to Mortgagee by this Mortgage. Mortgagor therefore
covenants and agrees with Mortgagee that Mortgagor shall not (except as may
otherwise be expressly provided herein) sell, transfer, convey, lease, or
otherwise dispose of such property during the term of this Mortgage and Security
Agreement without the prior written consent of Mortgagee.
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1.12 Security Agreement. The Fixtures and Personalty hereinbefore
described shall be deemed to be part of the real estate and conveyed herewith to
the extent permitted by law, and as to the balance of such property, the
Mortgagor grants Mortgagee a security interest therein in accordance with the
Uniform Commercial Code of the State of Florida and, as to such property, this
Mortgage and Security Agreement shall be considered a security agreement under
said Uniform Commercial Code. With respect to such property, the Mortgagee is a
"secured party" and the Mortgagor is a "debtor" under the Uniform Commercial
Code with their addresses being set forth in Section 4.10 below.
1.13 Future Advances. This Mortgage and Security Agreement is given to
secure any additional loans or future advances made within the term of this
Mortgage and Security Agreement to Mortgagor; provided that the total unpaid
balance of the indebted-ness secured hereby at any one time shall not exceed
TWELVE MILLION DOLLARS ($12,000,000.00), plus interest thereon, plus any
disbursements made by the Mortgagee for payment of taxes, levies, insurance or
other charges on the Premises, with interest on such disbursements, court costs
and attorneys' fees, including fees for appellate and bankruptcy work.
1.14 Compliance with Laws. When Improvements are constructed, Mortgagor
shall promptly comply with all existing and future federal, state and local
laws, orders, ordinances, governmental rules and regulations or court orders
affecting the Premises, or the use thereof including, but not limited to, the
Americans with Disabilities Act ("ADA") (collectively, "Applicable Law").
Xxxxxxxxx has received such final certificates as may be required or customary
and evidencing compliance with all building codes and permits, and approval of
occupancy of the Improvements and of all installations therein. Mortgagor shall
cause the Premises to be continuously in compliance with all Applicable Laws, as
same shall be amended from time to time.
1.14.1 Xxxxxxxxx agrees to protect, defend and indemnify and hold the
Mortgagee harmless from and against all liability threatened against or suffered
by the Mortgagee by reason of a breach by Xxxxxxxxx, or any lessee, licensee or
occupant of the Premises, of the foregoing representations and warranties. The
foregoing indemnity shall include, but is not limited to, the costs of all
alterations to the Premises (including architectural, engineering, testing,
inspection, legal and accounting costs), all fines, fees, penalties, and all
legal and other expenses incurred in connection with the Premises being in
violation of any Applicable Law and for the cost of collection of sums due under
the indemnity. In the event the Mortgagee shall become the owner of the Premises
by foreclosure or deed in lieu of foreclosure, the foregoing indemnification
obligation shall survive such foreclosure or deed in lieu of foreclosure.
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1.15 Hazardous Waste.
1.15.1 Mortgagor expressly represents to Mortgagee that, to the best of
Mortgagor's knowledge, but after having made specific inquiry, the Premises has
not in the past been used, is not presently being used, and will not in the
future be used for the handling, storage, transportation, or disposal of
hazardous or toxic materials, except such Hazardous Materials, as hereinafter
defined, as are necessary or useful to Mortgagor's or its tenant's business and
will be handled, stored, transported, and disposed of in strict accordance with
all applicable federal, state and local regulations, ordinances, standards, and
codes governing the handling, storage, transportation and disposal of Hazardous
or Toxic Materials. The most recent edition of any relevant regulation,
standard, document, or code shall be in effect. Where conflict among the
requirements of such regulation, standard, document, or code exists, the most
stringent requirements shall be utilized. Xxxxxxxxx agrees to indemnify, defend
and hold Mortgagee harmless from and against any loss to Mortgagee (including
without limitation attorneys' fees) incurred by Mortgagee as a result of such
past, present or future use, handling, storage, transportation, or disposal of
hazardous or toxic materials.
1.15.2 At any time during the term hereof, Mortgagee, upon reasonable
cause, may obtain, at Xxxxxxxxx's expense, a report from a reputable
environmental consultant of Mortgagee's choice as to whether the Premises and
the improvements have been or presently are being used for the handling,
storage, transportation, or disposal of hazardous or toxic materials.
1.15.3 In the event Mortgagee requests such a report and said report
indicates such past or present use, handling, storage, transportation, or
disposal, Mortgagee may require that all violations of law with respect to
hazardous or toxic materials be corrected and/or that Mortgagor obtain all
necessary environmental permits before Mortgagee shall fund any initial or
subsequent advance under the Note at Mortgagee's sole option.
ARTICLE 2
DEFAULT; REMEDIES UPON DEFAULT
2.1 Event of Default. The word "default" and the phrase "event of
default," wherever used in this Mortgage and Security Agreement shall mean and
include any one or more of the following events:
2.1.1 Failure by the Mortgagor to pay, within 7 days after Mortgagee has
provided Mortgagor with written notice that such payments are due, any
installments of principal or interest or any required deposits for insurance
premiums, taxes, assessments and other similar charges, or any other portion of
the indebtedness secured hereby; or
2.1.2 Failure by the Mortgagor to duly keep, observe and perform any other
covenant, condition or agreement of this Mortgage and Security Agreement to be
kept or performed by the Mortgagor after written notice of such failure from
Mortgagee and same is not cured by Mortgagor within 30 days of the notice,
provided that to the extent such default is not capable of cure within 30 days,
Mortgagor shall have a further period of days to cure such default, so long as
Mortgagor has commenced remedial action within the initial 30 day period; or
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2.1.3 Failure by Mortgagor duly to observe or perform any term, covenant,
condition or agreement in any assignment of leases or other agreement now or
hereafter evidencing, securing or otherwise relating to the Note or this
Mortgage and Security Agreement or the indebtedness secured hereby after written
notice of such failure from Mortgagee and same is not cured by Mortgagor within
30 days of the notice, provided that to the extent such default is not capable
of cure within 30 days, Mortgagor shall have a further period of days to cure
such default, so long as Mortgagor has commenced remedial action within the
initial 30 day period; or
2.1.4 The occurrence of a default or event of default under any assignment
of leases, Credit Agreement or other agreement now or hereafter evidencing,
securing or otherwise relating to the Note or this Mortgage and Security
Agreement or the indebtedness secured hereby, after written notice of such
failure from Mortgagee and same is not cured by Mortgagor within 30 days of the
notice, provided that to the extent such default is not capable of cure within
30 days, Mortgagor shall have a further period of days to cure such default, so
long as Mortgagor has commenced remedial action within the initial 30 day
period; or
2.1.5 Any warranty of Mortgagor contained in this Mortgage and Security
Agreement or in any assignment of leases or other agreement now or hereafter
evidencing or securing or otherwise relating to the Note or this Mortgage and
Security Agreement or the indebtedness secured hereby proves to be untrue or
misleading in any material respect; or
2.1.6 The filing by the Mortgagor or any general partner of Mortgagor (if
Mortgagor is a partnership) or any guarantor of the Note of a voluntary petition
in bankruptcy, or the entry of an order for relief in an involuntary bankruptcy
case filed against the Mortgagor, which is not dismissed within thirty (30)
days; any such general partner or guarantor of any petition or answer seeking or
acquiescing in any reorganization, rehabilitation, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any present or
future federal, state or other statute, law or regulation relating to
bankruptcy, insolvency or other relief for debtors, which is not dismissed
within thirty (30) days, or the Mortgagor or any such general partner or
guarantor seeking or consenting to or acquiescing in the appointment of any
trustee, custodian, receiver or liquidator of itself or of all or any part of
the Premises or any interest therein or of any or all of the rents, revenues,
issues, earnings, profits or income thereof, or the making of any general
assignment for the benefit of creditors, or if the Mortgagor or such general
partner or guarantor is generally not paying its or his debts as such debts
become due or the commission by Xxxxxxxxx or any such general partner or
guarantor of an act providing grounds for the entry of an order for relief under
any chapter of the Bankruptcy Code; or
2.1.7 The filing of a petition or case against the Mortgagor or any
general partner of Mortgagor (if Mortgagor is a partnership) or any guarantor of
the Note seeking any reorganization, rehabilitation, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any present or
future federal, state or other statute, law or regulation relating to
bankruptcy, insolvency or other relief for debtors, or the appointment of any
trustee, custodian, receiver or liquidator of the Mortgagor or any such general
partner or guarantor or of all or any part of the Premises or any interest
therein or of any or all of the rents, revenues, issues, earnings, profits or
income thereof, which petition or appointment shall not be dismissed within
ninety (90) days after such filing or appointment; or
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2.1.8 Except as may be otherwise provided in this Mortgage, Mortgagor
shall sell, transfer, convey, lease, mortgagor, encumber, or otherwise dispose
of the Premises or any part thereof or any interest therein in violation of
Section 1.11 above, or Mortgagor or any general partner of Mortgagor or
guarantor of the Note (if a corporation) is liquidated or dissolved or its
charter expires or is revoked or its ownership or control changes other than as
may be permitted under the Credit Agreement, or Mortgagor or any such general
partner or guarantor (if a partnership or business association) is dissolved or
partitioned, or a general partner withdraws, resigns, or is removed, or the
interest of a general partner xxxxxxx is sold, transferred, disposed of or
encumbered, or Mortgagor or any such general partner or guarantor (if a trust)
is terminated or expires, or any guarantor (if an individual) dies and an
acceptable substitute guarantor has not agreed to provide his or her guarantee
in favor of Mortgagee within 60 days of the guarantor's death ; or
2.1.9 Any representation, warranty, statement, certificate, schedule or
report made or furnished by the Mortgagor proves to have been false or erroneous
in any material respect at the time of the making thereof or to have omitted any
substantial liability or claim against the Mortgagor, or if on the date of
execution of this Mortgage and Security Agreement there shall have been any
materially adverse change in any of the facts disclosed therein, which change
shall not have been disclosed to the Mortgagee at or prior to the time of such
execution; or
2.1.10 The rendition by any court of any final judgment in excess of
Twenty-Five Thousand Dollars ($25,000.00) against the Mortgagor or any Borrower,
which shall not be satisfactorily stayed, discharged, vacated or set aside
within thirty (30) days of the making thereof; or the attachment of the property
of the Mortgagor which has not been released or provided for to the satisfaction
of the Mortgagee within thirty (30) days after the making thereof; or
2.1.11 Any litigation or any proceedings which are pending against the
Mortgagor or any Borrower ( Mortgagee hereby acknowledging the current action
against Mortgagor and others as hereinafter set forth), or are threatened, the
outcome of which would probably seriously affect the continued operation of the
Mortgagor, or any Borrower, and the Mortgagor failing to take corrective
measures reasonably satisfactory to the Mortgagee within fifteen (15) days after
notice from the Mortgagee; or default in the payment, when due, of any other
indebtedness for borrowed money owed by the Mortgagor to the Mortgagee or any
other person or entity, or default to the Mortgagee or any other person or
entity, or default by the Mortgagor or the Borrower in the performance of the
terms of any Credit Agreement or indenture relating to such indebtedness, and
any such default shall not have been remedied within the cure period provided
for therein.
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2.2 Mortgagee's Rights, Acceleration, Foreclosure and Sale. Provided any
required notice has been given by Mortgagee to Mortgagor and Xxxxxxxxx has had
the opportunity to cure same in accordance with such notice, if an event of
default shall have occurred and shall be continuing, then the whole of the
indebtedness secured hereby shall, at the option of the Mortgagee, without
notice or demand, become immediately due and payable for all purposes, time
being of the essence of this Mortgage; and on application of the Mortgagee or
other person who may be entitled to money due on said Note, or any one of them,
the Mortgagee, or its successor as hereinafter provided, may immediately enforce
the lien of this Mortgage and Security Agreement by instituting an action to
foreclose this Mortgage. In the event the Mortgagee elects to accelerate the
entire balance of the Note, Mortgagee shall have no obligation to allege or show
any impairment of its security and may pursue any legal or equitable remedies
for default in such payment without such allegation or showing.
Subject to the terms of the Prior Mortgage, as herein defined, in the
event of a sale of the Premises through judicial foreclosure, the proceeds of
such sale shall be applied in the following order of priority: [i] to the
payment of all costs and expenses of the proceedings for and in connection with
the effecting of such sale; [ii] to the reimbursement of Mortgagee for amounts
it may have expended or incurred to remedy defaults by the Mortgagor or
otherwise to establish, preserve or enforce its security hereunder; [iii] to the
amount then unpaid on the Note with interest thereon at the rate therein
specified; [iv] to the amount of any other indebtedness secured hereby remaining
unpaid; and [v] the balance, if any, shall be paid to the Mortgagor or to such
other person or persons as may be lawfully entitled thereto.
Mortgagee shall further have the right to protect and enforce its rights
under the Note and this Mortgage, or either of them, either by suit or suits in
equity or at law, in any court or courts of competent jurisdiction, whether for
specific performance of any covenant or agreement contained herein, or in aid of
the execution of any powers herein granted, or for any foreclosure under this
Mortgage, or for the enforcement of such other or additional appropriate legal
or equitable remedies as Mortgagee may deem most effective to protect and
enforce such rights.
2.3 Right of Mortgagee to Enter and Take Possession.
2.3.1 If an event of default shall have occurred and be continuing, upon
demand of the Mortgagee, and immediately after the appointment of receiver, the
Mortgagor shall forthwith surrender to the Mortgagee the actual possession of
the Premises, and the Mortgagee may enter and take possession of the Premises
and may exclude the Mortgagor and the Mortgagor's agents and employees wholly
therefrom.
2.3.2 Upon every such entering and taking of possession, the Mortgagee may
hold, store, use, operate, manage, control, and maintain the Premises and
conduct the business thereof, and, from time to time, but subject to the terms
of the Prior Mortgage, [i] make or perform all necessary and proper
construction, 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 Premises
insured; [iii] manage and operate the Premises and exercise all the rights and
powers of the Mortgagor in its 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 the Mortgagee, all as the Mortgagee may from
time to time determine to be to its best interest. Mortgagee may collect and
receive all of the income, rents, profits, issues and revenues of the Premises,
including the past due as well as those accruing thereafter, and Mortgagee may
apply any monies and proceeds received by Mortgagee in such order and priority
as Mortgagee, in its sole discretion may determine, to [i] all expenses of
taking, holding, managing and operating the Premises (including compensation of
Page 14 of 28
the services of all persons employed for such purposes); [ii] the cost of all
such maintenance, repairs, renewals, replacements, additions, betterments,
improvements, purchases, and acquisitions; [iii] the cost of such insurance;
[iv] such taxes, assessments and other charges as the Mortgagee may determine to
pay; [v] other proper charges upon the Premises or any part thereof; [vi] the
reasonable compensation and expenses of attorneys and agents of the Mortgagee;
[vii] accrued interest; [viii] deposits for taxes, insurance and similar items
required hereunder; or [ix] overdue installments of principal.
2.3.3 For the purpose of carrying out the provisions of this paragraph,
the Mortgagor hereby constitutes and appoints the Mortgagee the true and lawful
attorney-in-fact of the Mortgagor to do and perform, from time to time, any and
all actions necessary and incidental to such purpose and does, by these
presents, ratify and confirm any and all actions of said attorney-in-fact in the
Premises.
2.3.4 Whenever all such events of default have been cured and satisfied,
the Mortgagee shall surrender possession of the Premises to the Mortgagor,
provided that the right of the Mortgagee to take possession, from time to time,
pursuant to this Section, shall exist if any subsequent event of default shall
occur and be continuing.
2.4 Appointment of a Receiver.
2.4.1 If an event of default shall have occurred and be continuing, the
Mortgagee shall be entitled, without notice and without regard to the adequacy
of any security for the indebtedness hereby secured or the solvency of any part
bound for its payment, to the appointment of a receiver to take possession of
and to operate the Premises and to collect the rents, profits, issues, and
revenues thereof.
2.4.2 The Mortgagor will pay to the Mortgagee upon demand all expenses and
costs, including receiver's fees, attorney's fees, legal costs and agent's
compensation, incurred pursuant to the provision contained in this Section, and
all such expenses shall be secured by this Mortgage.
2.5 Discontinuance of Proceedings and Restoration of the Parties. In case
the Mortgagee shall have proceeded to enforce any right or remedy under this
Mortgage and Security Agreement by receiver, entry or otherwise, and such
proceedings shall have been discontinued adversely to the Mortgagee, then and in
every such case the Mortgagor and Mortgagee shall be restored to their former
positions and rights hereunder, and all rights, powers and remedies of the
Mortgagee shall continue as if no such proceeding had been taken.
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2.6 Remedies Cumulative. No right, power or remedy conferred upon or
reserved to the Mortgagee by this Mortgage and Security Agreement or by the
Credit Agreement or any assignment of leases or other agreement now or hereafter
evidencing, securing or otherwise relating to the Note or this Mortgage and
Security Agreement or the indebtedness secured hereby, 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 existing at law or in equity or by statute.
2.7 Performance by Mortgagee of Defaults by Xxxxxxxxx. If the Mortgagor
shall default in the payment of any tax, lien, assessment or other charge levied
or assessed against the Premises; in the payment of any utility charge, whether
public or private; in the payment of any insurance premium; in the procurement
of insurance coverage and the delivery of the insurance policies required
hereunder or in the performance or observance of any other covenant, condition
or term of this Mortgage, then the Mortgagee, at its option, may perform or
observe the same, and all payments made for costs or expenses incurred by the
Mortgagee in connection therewith shall be secured hereby and shall be, without
demand, immediately repaid by the Mortgagor to the Mortgagee with interest
thereon at the highest rate allowed by law. The Mortgagee shall be the sole
judge of the legality, validity and priority of any such tax, lien, assessment,
charge, claim and premium; of the necessity for any such actions; and of the
amount necessary to be paid in satisfaction thereof. The Mortgagee is hereby
empowered to enter and to authorize others to enter upon the Premises or any
part hereof for the purpose of performing or observing any such defaulted
covenant, condition or term, or exercising Mortgagee's rights hereunder, without
thereby becoming liable to the Mortgagor or any person in possession holding
under the Mortgagor.
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ARTICLE 3
MISCELLANEOUS
3.1 Waivers: Remedies Cumulative, Etc.. No waiver of any default in the
performance of any covenant contained herein or in any obligation secured hereby
shall at any time thereafter be held to be a waiver of any rights of the holder
of the Note hereunder or under the Credit Agreement, if any, or any assignment
of leases or any other agreement now or hereafter evidencing, securing or
otherwise relating to the Note, this Mortgage and Security Agreement or the
indebtedness secured hereby, nor shall any waiver of a prior default operate to
waive any subsequent default or defaults. All remedies provided for herein and
in the Note and in the Credit Agreement, if any, and any assignment of leases or
other agreement now or hereafter evidencing, securing or otherwise relating to
the Note, this Mortgage and Security Agreement or the indebtedness secured
hereby, are cumulative and may, at the election of the holder of the Note, be
exercised alternatively, successively or in any other manner and are in addition
to any other rights provided by law.
3.2 Headings. The headings of the sections, paragraphs and subdivisions of
this Mortgage and Security Agreement are for the convenience of reference only,
are not to be considered a part hereof, and shall not limit or otherwise affect
any of the terms hereof.
3.3 Invalid Provisions to Affect No Others. If fulfillment of any
provision hereof or any transaction related hereto or to the Note, at the time
performance of such provisions shall be due, shall involve transcending the
limit of validity prescribed by law, then ipso facto, the obligation to be
fulfilled shall be reduced to the limit of such validity; and if any clause or
provisions herein contained operates or would prospectively operate to
invalidate this Mortgage and Security Agreement in whole or in part, then such
clause or provision only shall be held for naught, as though not herein
contained, and the remainder of this Mortgage and Security Agreement shall
remain operative and in full force and effect.
3.4 Number and Gender. Whenever the singular or plural number, masculine
or feminine or neuter gender is used herein, it shall equally include the other,
as appropriate.
3.5 Changes. Neither this Mortgage and Security Agreement nor any term
hereof may be waived, changed, discharged or terminated except by an instrument
in writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.
3.6 Controlling Law: Successors and Assigns Included in Parties. All the
covenants, agreements, benefits, powers and provisions of this Mortgage and
Security Agreement shall be construed with all the terms and provisions of the
aforesaid Note, according to the laws of the State of Florida and shall be
deemed to include and shall be binding upon the representatives, successors,
transferees and assigns of Mortgagor and shall include, extend and inure to and
be binding upon the successors and assigns of Mortgagee.
3.7 Replacement of Note. Upon receipt of Mortgagee's affidavit in respect
of the loss, theft, destruction or mutilation of the Note, and in the case of
any such loss, theft or destruction, upon delivery of an indemnity agreement
reasonably satisfactory to Mortgagor or, in the case of any such mutilation,
upon surrender and cancellation of the Note, Xxxxxxxxx will execute and deliver,
in lieu thereof, a replacement Note, identical in form and substance to the Note
and dated as of the date of the Note and upon such execution and delivery all
references in this Mortgage and Security Agreement to the Note shall be deemed
to refer to such replacement Note.
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3.8 Greater Estate. In the event that Mortgagor is the owner of a
leasehold estate with respect to any portion of the Premises and, prior to the
satisfaction of the indebtedness and the cancellation of this Mortgage and
Security Agreement of record, Mortgagor obtains a fee estate in such portion of
the Premises, then, such fee estate shall automatically, and without further
action of any kind on the part of Mortgagor, be and become subject to the
security lien of this Mortgage.
3.9 Assignment. This Mortgage and Security Agreement is assignable by
Mortgagee, and any assignment hereof by Mortgagee shall operate to vest in the
assignee all rights and powers herein conferred upon and granted to Mortgagee.
3.10 Notice. Except as otherwise contemplated herein or required by
statute, all notices, demand and other communications which are permitted or
required under this Mortgage and Security Agreement shall be in writing and
signed by the party giving the same, and shall be delivered personally or sent
by certified or registered United States mail, return receipt requested, postage
prepaid, to the other party at the address set forth below:
To Mortgagor: ADVANTAGE PROFESSIONAL MANAGEMENT GROUP, INC.
0000 Xxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
To Mortgagee: STANFORD VENTURE CAPITAL HOLDINGS, INC.
0000 Xxxxxxxxxx
Xxxxxxx, Xxxxx 00000
or to such other address within the continental United States of America as may
be from time to time designated by the parties. Each such notice or
communication shall be deemed to have been given on the date of personal
delivery or the date of mailing, as the case may be.
The Mortgagor shall deliver to the Mortgagee, promptly upon receipt of
same, copies of all notices, certificates, documents and instruments received by
it which materially affect any part of the Premises covered hereby, including,
without limitation, notices from any lessee or sublease claiming that the
Mortgagor is in default under any terms of any lease or sublease.
3.11 Modifications in Writing. This Mortgage may not be changed,
terminated or modified orally or in any other manner than by an instrument in
writing signed by the party against whom enforcement is sought.
3.12 Governing Law and Construction of Clauses. This Mortgage and Security
Agreement shall be governed and construed by the laws of the State of Florida.
No act of the Mortgagee shall be construed as an election to proceed under any
one provision of the Mortgage or of the applicable statutes of the State of
Florida to the exclusion of any other such provision, anything herein or
otherwise to the contrary notwithstanding.
Page 18 of 28
3.13 Cross Default. Mortgagor covenants and agrees that a default under
the Credit Agreement or other loan documents dated even date herewith which is
not cured within the applicable cure period after receipt of any required notice
pursuant to the terms and conditions of such Credit Agreement or other loan
documents, shall be a default in this Mortgage and the Note, and Xxxxxxxxx shall
immediately have all rights and remedies available to it hereunder. A default
under this Mortgage, or the Note, which is not cured within the applicable cure
period after receipt of any required notice shall be a default under the Credit
Agreement.
3.14 Prior Mortgage.
3.14.1 The Mortgage is subject and subordinate to the Prior Mortgage in
favor of the Prior Mortgagee.
3.14.2 The Mortgagor covenants, represents and warrants that: [i] it will
promptly pay, when due and payable, the interest, installments or principal, and
all other sums and charges mentioned in and made payable by the Prior Mortgage;
[ii] the Mortgagor will not, without the prior written consent of the Mortgagee
enter into any agreement or accept the benefit of any arrangement whereby the
holder of the Prior Mortgage waives, postpones, extends, reduces or modifies the
payment of any installment of principal or interest or any other item or amount
now required to be paid under the terms of the Prior Mortgage or modifies any
provision thereof that would materially, adversely affect the lien and operation
of this Mortgage.
3.14.3 Mortgagor covenants and agrees to comply with all of the terms,
conditions and provisions of the Prior Mortgage and to promptly deliver copies
of any notices and correspondence it receives concerning the Prior Mortgage to
the Mortgagee. In the event that the Mortgagor shall fail to so comply with all
of the terms, conditions, and provisions under the Prior Mortgage so as to
result in a default thereunder, after notice and opportunity to cure as provided
in such documents, or to deliver copies of any such notice or correspondence,
such failure on the part of the Mortgagor shall constitute a default under this
Mortgage and shall entitle Mortgagee, at its option, to exercise any and all
rights and remedies given Mortgagee in the event of a default hereunder.
3.14.4 In the event of a default by the Mortgagor hereunder or under the
Prior Mortgage, in addition to any other rights and remedies available to the
Mortgagee, the Mortgagee may, but shall not be required to, make any payment or
perform any act required under the Prior Mortgage. Mortgagor covenants and
agrees that to the extent Mortgagee pays any sums due under the Prior Mortgage,
and provided the Prior Mortgagee shall consent thereto, the Mortgagee shall
become entitled to a pro rata lien on the Premises hereunder but equal in rank
and priority to the Prior Mortgage, and in addition, to the extent necessary to
make effective such rank and priority: [a] Mortgagee shall become subrogated to
receive and enjoy all of the rights, liens, powers, and privileges granted to
the Prior Mortgagee under the Prior Mortgage; and [b] the Prior Mortgage shall
remain in existence for the benefit of the Mortgagee and to further secure the
debt and other sums secured, or that hereafter become secured, hereunder.
Page 19 of 28
3.14.5 If for any reason the indebtedness secured by the Prior Mortgage is
accelerated or the Premises or any part thereof is sold, or attempted to be
sold, pursuant to such Prior Mortgage, whether by power of sale, judicial action
or otherwise, or any remedial action or proceeding is taken or instituted in
respect to the Premises or any part thereof under the Prior Mortgage, the
Mortgagor will indemnify and hold the Mortgagee harmless from any loss, cost or
expense incurred by the Mortgagee, including reasonable attorneys' fees [a] in
contesting any such action taken or in attempting to reinstate such Prior
Mortgage, or [b] incurred by the Mortgagee on account of the acceleration of
such Prior Mortgage, the sale of the Premises, or any portion thereof pursuant
thereto or pursuant to Mortgagee's purchase of payment of the Prior Mortgage.
3.14.6 Notwithstanding any other provision in this Mortgage, if pursuant
to the Prior Mortgage, insurance proceeds in respect of any damage or
destruction or any award or payment applicable to a taking by eminent domain is
applied against the note secured by such Prior Mortgage, the Mortgagee may
forthwith declare the Note hereby secured due and payable at any time thereafter
unless the value of the Premises remaining and/or the value of the Substituted
Collateral, as hereinafter defined, and/or any other property that is then
mortgaged to Mortgagee as security for the Note, at the time such proceeds are
available, is equal to or greater than $6,000,000.00 or $7,300,000.00, as the
case may be, in accordance with the provisions of section 3.18.4 hereof, or
unless acceptable replacement collateral that satisfies the requirements of
section 3.18.4 is secured in favor of the Mortgagee within 30 days thereafter.
3.15 Further Acts, Etc. Mortgagor will, at the cost of Xxxxxxxxx, and
without expense to Mortgagee, do, execute, acknowledge and deliver all and every
such further acts, deeds, conveyances, mortgages, assignments, notices of
assignments, transfers and assurances as Mortgagee shall, from time to time,
reasonably require, for the better assuring, conveying, assigning, transferring,
and confirming unto Mortgagee, the property and rights hereby mortgaged,
granted, bargained, sold, conveyed, confirmed, pledged, assigned, warranted and
transferred or intended now or hereafter so to be, or which Mortgagor may be or
may hereafter become bound to convey or assign to Mortgagee, or for carrying out
the intention or facilitating the performance of the terms of this Mortgage or
for filing, registering or recording this Mortgage, or for complying with all
Applicable Laws. Xxxxxxxxx, on demand, will execute and deliver and hereby
authorizes Mortgagee to execute in the name of Xxxxxxxxx or without the
signature of Mortgagor to the extent Mortgagee may lawfully do so, one or more
financing statements, chattel mortgages or other instruments, to evidence or
perfect more effectively the security interest of Mortgagee in the Premises.
Mortgagor grants to Mortgagee an irrevocable power of attorney coupled with an
interest for the purpose of executing and/or recording on Xxxxxxxxx's behalf any
document or instrument that Mortgagee deems reasonably necessary for the
purposes set forth in this Section 3.15 if Xxxxxxxxx fails to comply with the
Mortgagee's demand in respect thereof within 10 days after written notice.
Page 20 of 28
3.16 Intentionally Deleted.
3.17 Agreement to Subordinate. Mortgagee covenants and agrees that it will
subordinate this Mortgage to a lender that provides financing in an amount up to
Two Million, Eight Hundred Thousand Dollars ($2,800,000.00) (the "Working
Capital Loan") provided (i) the proceeds of the Working Capital Loan are used
exclusively to finance the Mortgagor's operations with respect to the Premises
only, (ii) this Mortgage remains a lien upon the Premises, or part thereof, so
long as the value of the Premises, or part thereof, together with the value of
any Substituted Collateral, as hereinafter defined, and/or the value of any
other property that secures the Note is equal to or greater than Six Million
Dollars ($6,000,000.00) or Seven Million, Three Hundred Thousand Dollars
($7,300,000.00), as the case may be, in accordance with the provisions of
section 3.18.4 hereof; and (iii) the mortgage in favor of Raster Investments,
Inc., a Cayman Islands company, recorded at OR Book 4399, Page 753 of the Public
Records of Polk County, Florida (the "Raster Mortgage") and the mortgage in
favor of Arvimex, Inc.,a Panamanian corporation, recorded at OR Book 4399, Page
746 of the Public Records of Polk County, Florida (the "Arvimex Mortgage") are
subordinated to this Mortgage, then Mortgagee shall acknowledge and agree that
the lien and operation of this Mortgage shall be subordinate to the lien and
operation of the mortgage securing the Working Capital Loan and all rights and
obligations created thereunder and to any amendments, modifications, extensions,
renewals, consolidations, restatements, future advances, releases and other
documentation now or hereafter executed in connection with the Working Capital
Loan. This subordination shall not under any circumstances be deemed to be
self-operative, and further instruments of subordination shall be required for
all purposes, including, but not limited to, any amendments, modifications,
extensions, renewals, consolidations, restatements, releases or other
documentation pertaining to the Working Capital Loan. Xxxxxxxxx acknowledges and
agrees that the title insurance company must request copies of such further
instruments of subordination to insure the priority of any mortgage lien with
respect to the Working Capital Loan; upon Xxxxxxxxx's request, Mortgagee will
execute any documents required to evidence such subordination. All of
Mortgagee's costs and expenses, including its legal fees and costs, shall be
paid by the Mortgagor in carrying out the provisions of this section.
3.18 Future Development.
3.18.1. The Mortgagor has established a community development district for
the Premises and an adjoining parcel of land (the "CDD"). The Mortgagor hereby
represents and warrants that the creation of the CDD shall have no adverse
impact whatsoever on the development of the Tierra del Sol Development Property
(as herein defined). In connection with the CDD, approximately 74 acres of the
Premises will be transferred to the CDD (the "CDD Land"). The Mortgagor hereby
represents and warrants that the CDD Land constitutes common area and lands that
will not be developed into residential building lots. The Premises less the CDD
Land is herein referred to as the "Tierra del Sol Development Property".
3.18.2 Upon the Mortgagee's receipt of written notification from the
Mortgagor that the CDD Land has been created, the Mortgagee agrees that it will
release the CDD Land from the lien and operation of this Mortgage. The Mortgagee
shall provide such release provided:
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(i)There exists no event of default under this
Mortgage, the Note or other documents executed in
connection therewith; and
(ii) This Mortgage remains a lien upon the Premises,
or part thereof, less the CDD Land, so long as the
value of the Premises, or part thereof, less the CDD
Land, together with the value of any Substituted
Collateral, as herein defined, and/or the value of
any other property that secures the Note is equal to
or greater than Six Million Dollars ($6,000,000.00)
or Seven Million, Three Hundred Thousand Dollars
($7,300,000.00), as the case may be, in accordance
with the provisions of section 3.18.4 hereof.
It is understood that the events outlined in this section 3.18.2 are to occur
simultaneously.
3.18.3. Mortgagee acknowledges that Xxxxxxxxx intends to subdivide part of
the Premises into residential building lots containing 971 residential units.
Mortgagor represents that it has received site plan approval for the Premises as
of the date of this instrument. Mortgagor intends to arrange construction
financing in order to construct "horizontal" and/or "vertical" improvements on
the Premises (the "Construction Financing"). The lender of the Construction
Financing shall be an institutional/mezzanine lender/investor. The terms and
conditions of the Construction Financing shall be subject to the prior written
approval of Mortgagee, in its reasonable discretion. Provided that (i) the
proceeds of the Construction Financing are used exclusively to finance the
Mortgagor's construction of the horizontal and/or vertical improvements as
provided herein; and (ii) this Mortgage remains a lien upon the Premises (or
part thereof), so long as the value of the Premises (or part thereof) together
with the value of any Substituted Collateral, as herein defined, and/or the
value of any other property that secures the Note is equal to or greater than
Six Million Dollars ($6,000,000.00) or Seven Million, Three Hundred Thousand
Dollars ($7,300,000.00), as the case may be, in accordance with the provisions
of section 3.18.4 hereof; and (iii) Mortgagor has achieved 50% pre-sales of the
residential units in accordance with established industry practice (provided,
however, should mortgagor construct the development in stages, the 50% pre-sales
requirement shall apply pro-rata to each staged development); then Mortgagee
shall acknowledge and agree that the lien and operation of this Mortgage shall
be subordinated to the lien and operation of the mortgage securing the
Construction Financing and all rights and obligations created thereunder and to
any amendments, modifications, extensions, renewals, consolidations,
restatements, future advances, releases and other documentation now or hereafter
executed in connection with the Construction Financing. This subordination shall
not under any circumstances be deemed to be self-operative, and further
instruments of subordination shall be required for all purposes, including, but
not limited to, any amendments, modifications, extensions, renewals,
consolidations, restatements, releases or other documentation pertaining to the
Construction Financing. Xxxxxxxxx acknowledges and agrees that the title
insurance company must request copies of such further instruments of
subordination to insure the priority of any mortgage lien with respect to the
Construction Financing; upon Xxxxxxxxx's request, Mortgagee will execute any
documents required to evidence such subordination. All of Mortgagee's costs and
expenses, including its legal fees and costs, shall be paid by the Mortgagor in
carrying out the provisions of this section.
Page 22 of 28
3.18.4 This Mortgage shall secure the principal amount of Six Million
Dollars ($6,000,000.00). However, until such time as Mortgagor receives a letter
from the Securities and Exchange Commission (the "SEC") generally stating that
the SEC intends to take no action against the Mortgagor, or any of its
affiliates, directors or officers, in respect of any investigation that the SEC
has undertaken, all as set forth in the Credit Agreement, the value of the
Substituted Collateral together with any other collateral then mortgaged to
Mortgagee as security for the Note, shall be equal to or greater than Seven
Million, Three Hundred Thousand Dollars ($7,300,000.00).
3.18.5 Whenever in this Mortgage the value of collateral is to be
established, same will be established in an appraisal prepared by an MAI
certified appraiser, approved by Mortgagee in its reasonable discretion,
provided that Integra Realty Resources ("Integra") is hereby approved to perform
any appraisal required hereunder, so long as Integra shall continue to adhere to
the Uniform Standards of Professional Appraisal Practice adopted by the
Appraisal Foundation and the Standards of Professional Practice and the Code of
Ethics of the Appraisal Institute.
3.19 Substitution of Collateral.
a. The Mortgagee acknowledges and agrees that the Mortgagor
shall have the right to substitute collateral (the "Substituted Collateral")
that is secured by the lien and operation of this Mortgage or the other
documentation executed in connection with the Note. The "Appraised Value" of the
Substituted Collateral, together with any other collateral then mortgaged to
Mortgagee as security for the Note, shall be equal to or greater than Six
Million Dollars ($6,000,000.00), or Seven Million, Three Hundred Thousand
Dollars ($7,300,000.00), as the case may be, in accordance with the provisions
of section 3.18.4 hereof. It is understood and agreed that the Substituted
Collateral shall be property that falls within the ambit of Xxxxxxxxx's business
plan previously delivered to Mortgagee, or is otherwise reasonably satisfactory
to Mortgagee. The term "Appraised Value" will be the appraised value of the
Substituted Collateral as set forth in an appraisal (the "Substituted Collateral
Appraisal") prepared by an MAI certified appraiser, approved by Mortgagee in its
reasonable discretion, provided that Integra is hereby approved to perform any
appraisal required hereunder, so long as Integra shall continue to adhere to the
Uniform Standards of Professional Appraisal Practice adopted by the Appraisal
Foundation and the Standards of Professional Practice and the Code of Ethics of
the Appraisal Institute.
b. Upon the satisfaction of the items set forth in subsection
3.19(c) hereof, Mortgagor and Mortgagee will sign documentation reasonably
necessary to release the monies held in escrow to Mortgagor and execute whatever
further documentation is necessary or desirable to implement the terms hereof,
including, without limitation, documentation sufficient to release collateral
from the lien of this Mortgage.
Page 23 of 28
c. Notwithstanding anything to the contrary contained herein,
Xxxxxxxxx acknowledges and agrees that Mortgagee shall be under no obligation
whatsoever to accept the Substituted Collateral or to carry out any of the
provisions of subsection 3.19(b) hereof unless and until there shall have been
delivered to Mortgagee the following documents, each to be wholly satisfactory
to Mortgagee, in its reasonable discretion:
(i) A marked up commitment by the title insurance company to
issue the title insurance policy.
(ii) Policy or policies of insurance relating to the
Substituted Collateral conforming to the requirements which
are fully set forth in the Mortgage.
(iii) Three (3) copies of the current (i.e. not older than
ninety (90) days) Survey of the Land.
(iv) The Substituted Collateral Appraisal.
(v) A report as to soil borings made on the Substituted
Collateral by a soil testing firm satisfactory to Mortgagee.
The number and location of such borings shall be in accordance
with the recommendations of the soil testing firm and must
also be satisfactory to Mortgagee.
(vi) Evidence satisfactory to Mortgagee and its counsel that
the Substituted Collateral conform to all federal, state and
local laws, ordinances, rules and regulations, including, but
not limited to, laws of the State of Florida regulating air
and water pollution and land use.
(vii) Evidence that the Substituted Collateral is or will be
separately assessed for tax purposes and information as to tax
identification numbers, tax rates, estimated tax values and
the identifies of the taxing authorities.
(viii) An environmental assessment of the Substituted
Collateral performed at Xxxxxxxxx's expense by a licensed
engineer or other environmental consultant satisfactory to
Mortgagee stating that:
Page 24 of 28
1. the Substituted Collateral is not located within
any area designated as a hazardous substance site by
any governmental authority; and
2. no hazardous or toxic wastes or other materials or
substances regulated, controlled, or prohibited by
any federal, state, or local environmental laws,
including but not limited to asbestos, are located on
the Substituted Collateral; and
3. the Substituted Collateral has not been cited in
the past for any violation of any such laws,
regulations, or ordinances .
If the environmental assessment recommends, or if Mortgagee so
requests, in its reasonable discretion, a Phase II audit,
additional testing or remedial action, Mortgagor, at its sole
cost and expense shall promptly conduct such additional audits
and testing and/or complete such remedial action. Mortgagee
may require Mortgagor to provide evidence that all necessary
actions have been taken to remove any hazardous substance
contamination and/or to restore the site to a condition
acceptable to Mortgagee and all governmental authority.
(ix) Such other certifications and documents to be executed by
Xxxxxxxxx or others as may be reasonably required by Mortgagee
or Mortgagee's counsel pertaining to the Substituted
Collateral, it being understood that all such items shall be
promptly delivered prior to Mortgagee's obligation to accept
the Substituted Collateral hereunder.
3.20 Cross-Default. In the event that Mortgagor shall be in default under
this Mortgage, then Mortgagor and Borrowers shall be deemed to be in default of
all loans made by Mortgagee to Borrowers, and any entity affiliated with
Mortgagor shall be deemed in default of any loan from Mortgagee to such entity.
In the event that Mortgagor shall be in default of any other loan from
Mortgagee, after notice and time to cure provisions as set forth therein have
been observed, then Mortgagor shall be deemed to be in default with respect to
this mortgage and the loan evidenced by the Note. Any default by Mortgagor under
the Credit Agreement (having regard to the notice and cure provisions set forth
therein) shall be and constitute an Event of Default under this Mortgage;
conversely, any default by Mortgagor under this Mortgage (having regard to the
notice and cure provisions set forth herein) shall be and constitute an Event of
Default under the Credit Agreement. This Mortgage secures the performance and
observance by Xxxxxxxxx of all covenants and conditions in the Credit Agreement.
Notwithstanding anything to the contrary contained herein, the provisions of
this section shall not apply to the Series C Preference Shares issued by
American Leisure Holdings, Inc., a Florida corporation, to Mortgagee in the
aggregate amount of $2,385,000.00.
Page 25 of 28
3.21 Cross-Collateralization. This Mortgage shall secure not only the Note
but shall also stand for as additional collateral for the repayment of every
note, liability and obligation of every kind or nature now or hereafter in
existence (the "Other Obligations") now or hereafter held by Mortgagee or any of
its affiliated entities and signed, co-signed, guaranteed or endorsed by any
party who has signed, co-signed, guaranteed or endorsed (i) the Note secured
hereby and/or (ii) this Mortgage. Likewise, all property mortgaged, pledged and
hypothecated as security for the repayment of any of the Other Obligations shall
stand as additional collateral for the payment of the Note secured hereby and
for the performance of all obligations hereunder. Notwithstanding anything to
the contrary contained herein, the provisions of this section shall not apply to
the Series C Preference Shares issued by American Leisure Holdings, Inc., a
Florida corporation, to Mortgagee in the aggregate amount of $2,385,000.00.
3.22 Costs and Expenses. Mortgagor shall promptly pay all fees, costs,
expenses, and disbursements of Mortgagee and Mortgagee's counsel in connection
with the preparation, execution, delivery and performance of any and all
documents in connection with any matter set forth in this Mortgage. It is
understood and agreed that Xxxxxxxxx's counsel shall be the title issuing agent
when a title policy is required under the terms hereof. Prior to the
commencement of the preparation of any required documentation under any section
hereof, Mortgagor shall pay Mortgagee its estimated costs of the transaction,
and forthwith upon presentation of an invoice for any deficiency in such
estimate, Mortgagor shall pay any balance due and owing to Mortgagee.
3.23 Entire Agreement. This Agreement and the documents expressly referred
to herein or otherwise executed in connection herewith embody the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof and supersede all prior agreements and understandings
relating to the subject matter.
3.24 MORTGAGOR HEREBY, AND MORTGAGEE KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION (INCLUDING BUT NOT LIMITED TO, ANY CLAIMS, CROSS-CLAIMS OR
THIRD-PARTY CLAIMS) BASED HEREON OR ARISING OUT OF, UNDER, OR IN CONNECTION
WITH, THIS MORTGAGE OR ANY DOCUMENT EXECUTED IN CONJUNCTION HEREWITH, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
ACTIONS OF EITHER PARTY. XXXXXXXXX XXXXXX CERTIFIES THAT NO REPRESENTATIVE OR
AGENT OF MORTGAGEE OR MORTGAGEE'S COUNSEL HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT MORTGAGEE WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO
ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. THIS PROVISION IS A
MATERIAL INDUCEMENT TO THE MORTGAGEE ACCEPTING THIS MORTGAGE AND MAKING ANY
LOAN, ADVANCE OR OTHER EXTENSION OF CREDIT TO THE MORTGAGOR AND SHALL SURVIVE
DURING THE ENTIRE TIME THAT ANY AMOUNT OF THE NOTE SHALL REMAIN UNPAID.
Page 26 of 28
IN WITNESS WHEREOF, the Mortgagor has hereunto executed these presents
under seal the day, month and year first above written.
THIS IS A BALLOON MORTGAGE AND THE FINAL PAYMENT OR PRINCIPAL BALANCE DUE UPON
MATURITY IS $6,000,000.00 TOGETHER WITH ACCRUED INTEREST, AND ALL ADVANCEMENTS
MADE BY THE MORTGAGEE UNDER THE TERMS OF THIS MORTGAGE
Signed, sealed and delivered
in the presence of : SUNSTONE GOLF RESORT, INC.,
a Florida corporation
_____________________________ By:_______________________________
Signature of witness Xxxxxxx Xxxxxx
_____________________________ By:_______________________________
Printed name of witness
_____________________________ By:_______________________________
Signature of witness
_____________________________ By:_______________________________
Printed name of witness
STATE OF FLORIDA
COUNTY OF _________________
The foregoing instrument was acknowledged before me this ____ day of
__________, 20___ by Xxxxxxx Xxxxxx, as President of SUNSTONE GOLF RESORT, INC.,
a Florida corporation, on behalf of the corporation. Such person is personally
known to me (YES) (NO) or has produced ___________________________ as
identification.
_______________________
(Signature of Notary)
_______________________
(Print Name of Notary)
My commission expires:
Page 27 of 28
EXHIBIT "A"
TO FLORIDA MORTGAGE AND SECURITY AGREEMENT
TIERRA DEL SOL
Commence at the Southeast corner of Section 25, Township 25 South, Range
00 Xxxx, Xxxx Xxxxxx, Xxxxxxx, thence N00(Degree)01'56"W along the East
line of said Section 25 a distance of 972.99 feet to the Point of
Beginning, thence N89(Degree)50'32"W 749.49 feet, thence
N21(Degree)15'55"W 534.44 feet, thence S81(Degree)56'19"W 669.18 feet to
the Easterly Right of Way line of U.S. Highway 27, thence Northerly along
said Easterly Right of Way line the following 9 courses. (1)
N08(Degree)13'41"W 837.07 feet, (2) thence N02(Degree)20'52"W 301.44 feet,
(3) thence N08(Degree)14'12"W 400.01 feet, (4) thence N13(Degree)55'53"W
301.38 feet, (5) thence N08(Degree)14'14"W 400.01 feet, (6) thence
N03(Degree)02'42"E 101.94 feet, (7) thence N08(Degree)13'26"W 299.99 feet.
(8) thence N16(Degree)35'12"W 101.12 feet, (9) thence N08(Degree)13'56"W
71.07 feet to the South line of the North 1150.35 feet of Section 25,
thence S89(Degree)50'36"E along the said South line 2001.85 feet to the
East line of said Section 25, thence S00(Degree)00'08"E along said East
line 1501.92 feet to the Northeast corner of the SE 1/4 of said Section
25, thence S00(Degree)01'56"E, still along the East line of said Section
25 a distance of 1678.57 feet to the Point of Beginning. Said tract
containing 121.39 acres MORE OR LESS.
Page 28 of 28
