NUMBER THREE
DEED OF LEASEHOLD MORTGAGE
In the Municipality of San Xxxx, Commonwealth of Puerto Rico, on this
seventh (7th) day of February, nineteen hundred ninety one (1991).
BEFORE ME
XXXXX XXXXX XXXXXXXX, Attorney at Law and Notary Public, with residence in
Guaynabo, Puerto Rico, and office in the Eleventh Floor of the First Federal
Savings Bank Building, Santurce, Puerto Rico.
APPEAR
AS PARTY OF THE FIRST PART: EL CONQUISTADOR PARTNERSHIP L.P., (hereinafter
referred to as the "MORTGAGOR"), a limited partnership organized and existing
under the laws of the State of Delaware and duly authorized to do business in
the Commonwealth of Puerto Rico, with taxpayer identification Number Zero Six
dash One Two Eight Eight One Four Five (00-0000000), represented herein by its
general partners Kumagai Caribbean, Inc., a corporation organized and existing
under the laws of Texas and duly authorized to do business in the Commonwealth
of Puerto Rico, taxpayer identification Number Seven Five dash Two Three Zero
Three Six Six Five (00-0000000), in turn represented by its Vice President
Mister XXXX XXXXXX, Social Security Number Five Hundred Seventy Five dash Forty
Nine dash One Thousand Twenty One (###-##-####), of legal age, married,
executive and resident of San Xxxx, Puerto Rico, and by WKA el Con Associates, a
general partnership organized existing under the Laws of the State of New York
and duly authorized to
do business in the Commonwealth of Puerto Rico, in turn represented hereby its
Authorized Signatory Mister XXXX XXXXXXX XXXXXXX, Social Security Number Zero
Seventy Five dash Thirty Two dash Eight Thousand Two Hundred Eighteen
(###-##-####), of legal age, married, executive and resident of San Xxxx, Puerto
Rico, whose authorities to appear in such capacities they will evidence whenever
and wherever requested to do so.
AS PARTY OF THE SECOND PART: THE GOVERNMENT DEVELOPMENT BANK FOR PUERTO
RICO, (hereinafter referred to as the "MORTGAGEE"), taxpayer identification
Number Sixty Six dash Zero Three Four Eight dash Five Seven Two (66-0348-572),
and instrumentality of the Commonwealth of Puerto Rico, created by Law Number
Seventeen (17) of September Twenty Three (23), Nineteen Hundred Forty Eight
(1948) as amended, having its principal offices at the Minillas Governmental
Center in Santurce, San Xxxx, Puerto Rico, represented herein by its Executive
Vice President, MISTER XXXXXX XXXX XXXXXX, Social Security Number Five Thousand
Forty Five dash Seventy Eight dash Nine Thousand Eighty Three (###-##-####), who
is of legal age, married, bank executive and resident of San Xxxx, Puerto Rico,
who binds himself to show evidence that he has been authorized to appear on
behalf and in representation of the instrumentality, whenever and wherever so
required.
I, the subscribing Notary, do hereby certify and give faith that I
personally know the natural person(s) who appear(s) herein and I further certify
and attest, from his(her)(their) statement(s), as to his(her)(their) age(s),
civil status, profession(s) and residence(s). He(they) assure me of having, and
in my judgment he(she)(they) do(does) has(have), the necessary legal
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capacity and authority to execute this instrument and therefore, he(she)(they)
do hereby freely and voluntarily
SET FORTH
FIRST: THE LEASEHOLD ESTATE.
Xxxxxxxxx represents and warrants that it is the owner of record and holder of a
valid, good, insurable leasehold estate ("the Leasehold Estate") in the real
property and all presently existing buildings, structures and improvements
located on said real property described in paragraph TWENTY SECOND of this deed.
SECOND: THE MORTGAGE NOTE.
Simultaneously herewith Mortgagor as subscribed and issued before the
Authorizing Notary a mortgage note (hereinafter referred to as the "Note" or
"Mortgage Note"), which is copied literally in paragraph TWENTY FIRST hereof.
THIRD: CREATION OF MORTGAGE.
For the purpose of securing the payment, when and as due and payable in
accordance with the terms thereof and hereof, of the principal of the Mortgage
Note and the interest thereon, and also to secure payment of:
(a) An additional amount equal to five (5) annuities of interest as
provided in the Mortgager Note to cover accrued and unpaid interest on the
Mortgage Note;
(b) An additional amount equal to twenty per cent (20%) of the
principal sum of the Note to cover any additional sums which may be paid or
advanced by the Mortgagee and the interest that may accrue on such payments or
advances, and all other indebtedness of the Mortgagor secured by the terms
thereof;
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(c) An additional amount up to but not to exceed ten percent (10%)
of the principal amount of the Mortgage Note to cover Mortgagee's actual costs
and expenses (including attorneys' fees and expenses) incurred by Mortgagee in
the event the Mortgagee shall have recourse to foreclose or other judicial
proceedings for the collection of the Mortgage Note; and
(d) All other obligations of the Mortgagor to the Mortgagee herein
or under any other agreement secured by the pledge of the Mortgage Note; the
Mortgagor, by these presents, DOES HEREBY EXECUTE, CONSTITUTE, AND CREATE in
favor of the Mortgagee, or the future holder either by endorsement or assignment
of the Mortgage Note, a voluntary mortgage lien on the Leasehold Estate and
which mortgage lien shall extend, subject to the provisions of the Ground Lease
as hereinafter defined in paragraph TWENTY SECOND, to the following property
(hereinafter referred to collectively as the "Mortgaged Premises"):
(one) All right, title, and interest of the Mortgagor (including,
without limitation, its interest in Leasehold Estate) in the real estate
described in paragraph TWENTY SECOND hereof and all other buildings and
improvements of every kind and description now or hereafter erected or placed on
said real estate and all materials intended for construction, reconstruction,
alteration and repairs of such real estate, buildings or improvements now or
hereafter erected thereon, all of which materials shall be deemed to be included
within the Mortgaged Premises immediately upon the delivery thereof to the
Mortgaged Premises immediately upon the delivery thereof to the Mortgaged
Premises, and all other property immovable either by nature or destination now
owned or hereafter located on said real estate or in any of such other buildings
or improvements used either for its adornment or for purposes of comfort, or for
the service of
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some industries or commerce, operated, conducted or exploited by Mortgagor on
the Mortgaged Premises, even though the aforesaid shall have been attached to
the same after constitution of this Mortgage;
(two) All rents, issues, proceeds and profits accruing and to accrue
from the Mortgaged Premises;
(three) All fixtures and articles of movable property nor or
hereafter owned by the Mortgagor and attached to or contained in or used in
connection with the said real estate, including but not limited to all
partitions, furniture, furnishings, apparatus, machinery, motors, transformers,
elevators, fittings, radiators, gas ranges, ice boxes, mechanical refrigerators,
awnings, shades, screens, blinds, drapes, office equipment, word processors,
computers, typewriters, telephone and communications equipment and
installations, kitchen, bar-room and restaurant equipment, plates, forks,
knives, napkins, tablecloths, tables, glasses, chinaware, cups, cooking
equipment and installations, laundry, ventilating, refrigerating, incinerating,
electrical appliances, television sets, radios, beds, vanities, chairs, mirrors,
pillows, curtains, blankets, sheets, towels, bathroom equipment, mattresses, box
springs, sprinkler equipment, carpeting and other furnishings and all plumbing,
heating, lighting, cooking, laundry, ventilating, refrigerating, incinerating,
air conditioning and sprinkler equipment and fixtures and appurtenances thereof;
and all renewals or replacements thereof or articles in substitution therefor,
whether or not the same are or shall be attached to said buildings or structures
in any manner, it being agreed that all the aforesaid property owned by the
Mortgagor and placed by it on said real estate or on or in such buildings or
improvements located thereon have been specially designed for use in connection
with the operation of a hotel, and shall, so far as
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permitted by law, be deemed to be immovable property, security for the said
indebtedness and covered by the mortgage hereby constituted, and as to the
balance of the property aforesaid, this deed shall be deemed to be as well a
security interest in said property, securing the said indebtedness, for the
benefit of the Mortgagee;
(four) All insurance proceeds allowable to the Mortgagor in the
event of any damage or destruction of the Mortgaged Premises; and
(five) All awards and other payments allowable to Mortgagor in
respect of taking of all or any part of the Mortgaged Premises, or any other
interest therein, or right accruing thereto, as the result of or in lieu or in
anticipation of the exercise of the right of condemnation or eminent domain, or
a change of grade affecting the Mortgaged Premises or any part thereof.
(six) Spreader of Mortgage to Fee. So long as any of the
indebtedness secured hereby or by any pledge agreement pursuant to which the
Mortgage Note has been pledged or assigned shall remain unpaid, (unless the
Mortgagee shall otherwise consent), the Mortgagor covenants and agrees that, in
case it shall become the owner in fee simple ("pleno dominio") of the Leasehold
Estate, by purchase or otherwise, this Mortgage shall attach to and over and be
a lien upon the Estate so acquired. Xxxxxxxxx further agrees and consents to
execute, acknowledge, deliver and record, at its sole cost and expense, all such
instruments necessary to attach to this Mortgage the Estate so acquired.
The Mortgagor hereby warrants and agrees that all of the property
comprising the Mortgaged Premises, taken together, constitutes and will
constitute an integrated business unit.
FOURTH: RECORDING.
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The Mortgagor will at all times cause this deed and the mortgage lien hereby
constituted and any supplement hereto or thereto to be recorded, registered, and
filed in the proper Registry or Registries of Property and otherwise filed in
such manner and in such other place as may be required in order to establish,
create, protect and preserve the lien hereof as a mortgage lien encumbering the
Mortgaged Premises, subject to no liens, charges, encumbrances, encroachments,
reservations, restrictions, defects or claims of any kid, with the exception of
any specific liens or easements described in paragraph TWENTY SECOND, and comply
with all statutes and regulations relating thereto. The parties state that since
the Mortgage Note collaterally secures a loan to promote and develop the
economy, the original of this deed and its certified copy shall be exempt from
cancelling internal revenue stamps, as otherwise required by law and also exempt
from the payment of the recording rights thereof in the Registry of the
Property. The Mortgagee will reimburse the authorizing notary any internal
revenue stamps that it may be required to cancel in the original and/or copy of
this deed. The Mortgagor will execute, protocolize, deliver and record all such
other instruments and take all such other action as the Mortgagee from time to
time may reasonably request for the purpose of further assuring to the Mortgagee
the properties and rights now or hereafter subjected to the line of the mortgage
lien hereby constituted or intended so to be. In the event that any Registrar of
Property to whom a certified copy of this deed shall be presented for
recordation shall reject the same for any reason or shall record this deed
against the Mortgaged Premises, junior to any other, lien or encumbrance other
than those specifically described in paragraph TWENTY SECOND hereof, then upon
such rejection becoming final and beyond appeal, the debt evidenced by the
Mortgage Note shall become totally due and the Mortgagee may proceed to its
collection judicially.
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FIFTH: AGREED VALUE.
In compliance with the pertinent and applicable provisions of the Mortgage Law
of Puerto Rico, as amended, and for the purpose of foreclosure of the Mortgage,
and for no other purpose, the Mortgagor hereby declares and agrees with the
Mortgagee that the value of the Mortgaged Premises is appraised at the sum
stated under the title "Foreclosure Valuation" of paragraph TWENTY THIRD hereof
and the Mortgagor waives any new appraisal.
SIXTH: ADDITIONAL COVENANTS.
The Mortgagor further covenants and agrees with the Mortgagee as follows:
A. The Mortgagor will pay promptly the principal of and interest on,
and all other obligations set forth in the Mortgage Note, at the place, in the
currency, at the times and in the manner herein and in the Mortgage Note
provided.
B. To the extent of its obligations under the Ground Lease,
Mortgagor will pay as they become due all:
(i) Taxes, assessments, water rates, sewer rentals and other
governmental or municipal or public dues, charges, fines and other impositions
and premiums on fire, rental value, and other insurance;
(ii) Rental, additional rentals and other charges mentioned and
payable under the Ground Lease.
Upon prior notice to Mortgagor, the Mortgagee shall have the right
to make any such payment notwithstanding that at the time any such tax,
assessment, charge or imposition is then being protested or contested by
Xxxxxxxxx, unless, upon not less than thirty (30) days prior to the due date
thereof, the Mortgagor shall have notified the Mortgagee, in writing, of
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such protest or contest, in which event, as the case may be, the Mortgagee shall
make such payment under protest in the manner prescribed by law or shall
withhold such payment; provided, however, that such contest shall preclude
enforcement of collection and the sale of the Mortgaged Premises in satisfaction
of such tax, assessment, charge or imposition.
C. The Mortgagor will promptly perform and observe all of the terms,
covenants and conditions required to be performed and observed by the Mortgagor
under the Ground Lease, within the grace periods provided in the Ground Lease,
and will do all things necessary to preserve and to keep unimpaired its rights
under the Ground Lease. The Mortgagor will use its best efforts to obtain
performance by the lessor of its obligations under the Ground Lease, to the end
that the Mortgagor may enjoy all of the rights granted to it under the Ground
Lease.
D. The Mortgagor will promptly notify the Mortgagee of any default
by the Mortgagor in the performance or observance of any of the terms, covenants
or conditions on the part of the Mortgagor to be performed or observed under the
Ground Lease.
E. The Mortgagor will: (i) promptly notify the Mortgagee of the
receipt by the Mortgagor of any notice from the lessor under the Ground Lease of
default by the Mortgagor in the performance of observance of any of the terms,
covenants or conditions on the part of the Mortgagor to be performed or observed
under the Ground Lease; (ii) promptly notify the Mortgagee of the receipt by the
Mortgagor of any notice from the lessor under the Ground Lease to the Mortgagor
of termination of the Ground Lease pursuant to the provision thereof; and (iii)
promptly cause a copy of each such notice received by the Mortgagor from the
lessor under the Ground Lease to be delivered to the Mortgagee.
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F. The Mortgagor will promptly notify the Mortgagee of any request
made by either party to the Ground Lease for arbitration proceedings pursuant to
the Ground Lease and of the institution of any arbitration proceedings, and will
promptly deliver to the Mortgagee a copy of the determination of the arbitrators
in each such arbitration proceeding.
G. The Mortgagor will not subordinate or consent to the
subordination of the Ground Lease to any mortgage on the lessor's interest in
the property demised by the Ground Lease, other than as provided for under
Paragraph TWENTY SECOND hereof.
H. The Mortgagor will use best efforts within fifteen (15) days
after demand from the Mortgagee, to obtain from the lessor under the Ground
Lease and deliver to the Mortgagee a certificate that the Ground Lease is
unmodified and in full force and effect and the date to which the rentals,
additional rentals and other charges payable thereunder have been paid and
stating whether to the lessor's knowledge the Mortgagor is in default in the
performance of any covenants, agreements or conditions contained in the Ground
Lease and if so, specifying each such default.
I. The Ground Lease is valid and in full force and effect in
accordance with its terms and without modification and no default under the
Ground Lease has occurred and is continuing.
J. The execution and delivery of this Mortgage is permitted under
the Ground Lease.
K. If the term of the Ground Lease is scheduled to expire prior to
the payment in full of the indebtedness secured hereby and by any pledge
agreement pursuant to which the Mortgage Note has been pledged or assigned and
the Mortgagor has the option to renew such
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term, the Mortgagor shall effectively exercise such option and deliver to the
Mortgagee proof of such exercise, at least thirty (30) days before the
expiration of the period during which such option may be exercised. The
Mortgagor hereby irrevocably appoints the Mortgagee its attorney-in-fact, to
exercise any such options within such thirty (30) day period if the Mortgagor
has not theretofore exercised the same.
SEVENTH: TAXES.
The Mortgagor will pay taxes which may become preferential lines on the
Mortgaged Premises as provided elsewhere in this deed or in the loan agreement
of even date between the Mortgagor and the Mortgagee (the "Loan Agreement").
EIGHTH: INSURANCE.
The Mortgagor will keep the improvements existing or hereafter erected on the
Mortgaged Premises insured as may be required from time to time by the Mortgagee
against loss or damage by, or abatement of rental income resulting from fire and
such other hazards, casualties, and contingencies in such amounts and for such
periods as reasonably may be required by the Mortgagee, and will pay promptly
when due all premiums of such insurance. All such insurance shall be carried in
companies approved by the Mortgagee and the policies ad renewals thereof shall
be deposited with and held by the Mortgagee and have attached thereto the
standard noncontributing mortgage clause (in favor of and entitling the
Mortgagee to collect any and all proceeds payable under all such insurance) as
well as the standard waiver of subrogation endorsement, all to be in and
acceptable to the Mortgagee. The insurance proceeds shall be applied in the
manner provided in the Loan Agreement between Mortgagor and Mortgagee dated on
the same date of this Deed of Mortgage (the "Loan Agreement"). The Mortgagor
shall not
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carry separate insurance, concurrent in kind or form and contributing, in the
event of loss, with any insurance required hereunder. In the event of a change
in ownership or of occupancy of the Mortgaged Premises, immediate notice thereof
by mail shall be delivered to all insurers and in the event of loss, the
Mortgagor will give immediate written notice to the Mortgagee.
In the event of foreclosure of the mortgage hereby constituted, or
other transfer of title to the Mortgaged Premises or any portion thereof in
extinguishment of the indebtedness secured hereby, all right, titled, and
interest of the Mortgagor in any to any insurance policies then in force shall
pass to the purchaser or grantee.
The Mortgagor will also carry and maintain such liability and
indemnify insurance as may be required from time to time by the Mortgagee in
forms, amounts and with companies satisfactory to the Mortgagee.
NINTH: MAINTENANCE OF MORTGAGED PREMISES.
The Mortgagor will not alter, remove or demolish any building or other
improvement now existing or hereafter erected on the Mortgaged Premises or
sever, remove, sell or mortgage any fixture or appliance on, in or about said
buildings or improvements or any other property included in the Mortgaged
Premises without the consent of the Mortgagee other than in the ordinary course
of business; and in the event of the demolition or destruction in whole or in
party of any of the fixtures or articles of movable property covered by the
mortgage hereby constituted, the same shall be replaced promptly by similar
fixtures and articles of movable property at least equal in quality and
condition to those replaced, free from any security interest in or encumbrance
thereon or reservation of title thereto; will not permit, commit or suffer any
waste, impairment or deterioration of the Mortgaged Premises or any part
thereof; will keep and
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maintain the Mortgaged Premises and every part thereof, including the buildings,
fixtures, machinery and appurtenances and adjoining sidewalks, parking areas,
roadways and means of ingress and egress in reasonably good repair and
conditions; will effect such repairs as the Mortgagee may reasonably require and
make all needful and proper replacements so that said building, fixtures,
machinery, appurtenances, sidewalks, parking areas, roadways and means of
ingress and egress will at all time be in good condition, fit and proper for the
respective purposes for which they were originally erected or installed; will
comply with all statutes, orders, requirements or decrees relating to the
Mortgaged Premises by any Commonwealth, municipal or other governmental
authority; will observe and comply with all conditions and requirements
necessary to preserve and extend any and all rights, licenses, permits
(including, but not limited to, zoning variances, special exceptions and
non-conforming uses), privileges, franchises, and concessions which are
applicable to the Mortgaged Premises or which are applicable to the Mortgaged
Premises or which have been granted to or contracted for by the Mortgagor in
connection with any existing or presently contemplated use of the Mortgaged
Premises; and will permit the Mortgagee or its agents, at all reasonable times
to enter into and inspect the Mortgaged Premises. The Mortgagee shall have the
right at any time provided that there is reasonable cause to suspect that the
proper maintenance of the Mortgaged Premises has not been undertaken, to engage
an independent realtor to survey the adequacy of the maintenance of the
Mortgaged Premises, and to require the Mortgagor, by notice in writing, to make
such repairs and replacements thereof as such realtor shall determine to be
necessary in order to protect and preserve the rentability and usability of the
Mortgaged Premises, it being understood that the Mortgagor shall reimburse the
Mortgagee for the cost of such survey unless the same
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determines such maintenance to be reasonably adequate, in which case the cost
thereof shall be at the expense of the Mortgagee.
TENTH: SUBSEQUENT LIENS.
The Mortgagor will not voluntarily create or permit to be created or filed
against the Mortgaged Premises, or any part thereof, any mortgage lien or other
lien or liens inferior or superior to the lien of the mortgage hereby
constituted, and will keep and maintain the Mortgaged Premises free from the
claim of any persons supplying labor or materials for the construction of any
buildings or other improvements on the Mortgaged Premises, notwithstanding by
whom such labor or materials may have been contracted, except for a third
mortgage lien to be constituted as security for advances to be made by the
Partners of Mortgagor, or except for purchase money mortgages on personal
property subsequently acquired by Borrower not for the purposes of substituting
or replacing previously existing personal property and to be used in the
Mortgaged Premises, if such personal property, due to its nature does not become
real property by having been used at or incorporated to the Mortgaged Premises,
and as may be provided under the Loan Agreement.
ELEVENTH: PLEDGE:
In the event that the Mortgage Note is assigned or pledged or otherwise
encumbered as collateral security for the payment of any other note or debt of
the Mortgagor or of any other person, the Mortgagor agrees that the Mortgagee
shall have and may exercise all rights, remedies, powers and privileges provided
herein or now or hereafter existing at law, in equity, by statute, or otherwise,
in favor of Mortgagee, including, but not limited to that of foreclosing this
mortgage without first foreclosing the pledge or other lien so constituted upon
the Mortgage Note, to the same extent and with the same force and effect as if
the Mortgage Note had been assigned or
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transferred directly to Mortgagee rather than assigned or pledged as collateral
security, provided that nothing contained in this paragraph ELEVENTH shall
relieve Mortgagor from the obligation to comply wit the terms of the pledge
agreement or other instrument under which the Mortgage Note is assigned or
pledged.
TWELFTH: INDEMNITY.
The Mortgagor will hold harmless and indemnify the Mortgagee from and against
all costs and expenses, including reasonably attorneys' fees and costs of a
title search, continuation of abstract and preparation of survey, incurred by
reason of any action, suit, proceeding, hearing, motion or application before
any court or administrative body (excepting an action to foreclose or to collect
the debt secured hereby), in and to which the Mortgagee may be or become a party
by reason hereof, including but not limited to condemnation, bankruptcy, probate
and administration proceedings, as well as any other of the foregoing wherein
proof of claim is by law required to be filed or in which it may be necessary to
defend or uphold the terms and the lien created by the mortgage hereby
constituted.
THIRTEENTH: CONDEMNATION.
The Mortgagor hereby assigns to the Mortgagee all rights of the Mortgagor to any
awards or other compensation heretofore or hereafter to be made to the present
and all subsequent owners of the Mortgaged Premises for any taking by eminent
domain, either permanent or temporary, of all or any part of the Mortgaged
Premises or any easement or appurtenance thereof, including severance and
consequential damage and change in grade of streets, and hereby irrevocably
authorizes and empowers the Mortgagee, in the name of the Mortgagor or
otherwise, to prosecute what would be the Mortgagor's claim for any such awards
or compensation, to collect
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and receive the proceeds of any such claim, to give proper receipts and
acquittances therefor and, after deducting expenses of collection, to apply the
net proceeds in accordance with the terms of the Loan Agreement. The Mortgagor
will give the Mortgagee immediate notice of the actual or threatened
commencement of any such proceedings under eminent domain and will deliver to
the Mortgagee copies of any and all papers served in connection with such
proceedings. The Mortgagor further covenants and agrees to make, execute, and
deliver to the Mortgagee, at any time or times upon request, any and all further
assignments and/or instruments deemed necessary by the Mortgagee for the purpose
of validly and sufficiently assigning all awards and other compensation
heretofore and hereafter to be made to the Mortgagor (including the assignment
of any award from the United States government at any time after the allowance
of the claim therefor, the ascertainment of the amount thereof and the issuance
of the warrant for payment thereof) for any taking, either permanent or
temporary, under any such proceeding. The proceeds of any condemnation award
shall be applied as provided for under the Loan Agreement.
FOURTEENTH: MORTGAGOR'S CERTIFICATE.
The Mortgagor will, upon ten (10) business days' prior written request by the
Mortgagee, but not more than twice in any calendar year, furnish the Mortgagee a
written statement duly acknowledged of the amount due upon the mortgage hereby
constituted and whether any offset or defenses exist against the mortgage debt.
FIFTEENTH: BOOKS AND RECORDS.
The Mortgagor will keep the maintain full and correct books and records showing
in detail the earnings and expenses of the Mortgaged Premises and will permit
the Mortgagee or its
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representative to examine such books and records and all supporting vouchers and
data at any time and from time to time on request at its offices, hereinbefore
identified, or at such other location as may be mutually agreed upon and
following the expiration of each fiscal year the Mortgagor will furnish to the
Mortgagee a statement showing in detail all such earnings and expenses since the
last such statement, prepared by an independent certified public accountant
acceptable to the Mortgagee in accordance with generally accepted accounting
principles, including also, if so requested, statements from all tenants of the
Mortgaged Premises showing all sales made therein, together also with a current
rent roll of the Mortgaged Premises showing with respect to each tenancy: the
name of the tenant, the space occupied, the date and term of such lease, the
amount of annual rental and additional rental and all renewal and termination
options; and in the event that the Mortgagor shall refuse or fail to furnish any
statement as aforesaid, or in the event such statement shall be inaccurate or
false, or in the event of the failure of the Mortgagor or any subsequent owner
to permit the Mortgagee or its representative to inspect the Mortgaged Premises
or the said books and record on request, the Mortgagee may consider such acts of
the Mortgagor as a default hereunder and proceed in accordance with the rights
and remedies afforded it at law and under the provisions of this deed.
SIXTEENTH: ADVANCES AND EXPENSES.
Upon default by the Mortgagor in the performance of any material terms,
covenants or conditions in this deed or in the Note contained, the Mortgagee
may, at its option and whether electing to declare the whole indebtedness due
and payable or not, upon prior written notice to the Mortgagor, perform the same
without waiver of any other remedy, and any amount paid or advanced by the
Mortgagee in connection therewith, and any other costs, charges, and expenses
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incurred by the Mortgagee in the protection of the Mortgaged Premises or the
maintenance of the lien of the mortgage hereby constituted are hereby secured by
the lien of said mortgage up to an amount equal to twenty per cent (20%) of the
principal sum of the Mortgage Note, shall be repayable by the Mortgagor on
demand, with interest at the rate set forth in the Mortgage Note and shall
constitute and additional indebtedness secured in this Mortgaged.
Failure by Mortgagor to give notice, shall in any manner affect the
guarantee herein provided for such payments or advances.
SEVENTEENTH: DEFAULTS, RIGHTS, AND REMEDIES.
Upon default in the payment of any installment of principal and/or interest when
due under the Mortgage Note or in the payment, when due, of any other obligation
set forth in the Mortgage Note, or in any of the payments required to be made
under this deed, or upon default in the performance of observance of any of the
other terms, covenants, conditions or warranties herein contained, or under any
other written agreement with the Mortgagee, or should any proceedings under the
Bankruptcy Law of the Untied States or any similar law be brought by or against
the Mortgagor or should a receiver be appointed for any properties of the
Mortgagor by any court in a proceeding wherein the Mortgagor is alleged to be
insolvent or unable to pay its debts as they mature, then in any such event, at
the option of the Mortgagee, the principal of and all other sums evidenced by
the Mortgage Note plus accrued interest thereon to that date, and all other sums
secured by the mortgage hereby constituted shall, without notice, become
immediately due, demandable, and payable as fully as if it had been stipulated
that all such sums would be due on that date and the Mortgagee, with or without
entry, personally or by attorney, at its option, may proceed to protect and
enforce its rights hereunder by suit or suits in equity
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or action or actions by law, whether for specific performance of any covenant or
agreement contained herein or in aid of the execution of any power herein
granted, or for the foreclosure of the mortgage hereby constituted and the sale
of the Mortgaged Premises or for the enforcement of any other appropriate legal
or equitable remedy as the Mortgagee shall deem most effectual to protect and
enforce any of its rights or duties hereunder.
Upon any such default by the Mortgagor and following the acceleration of
mature as aforesaid tender of payment of the amount necessary to satisfy the
entire indebtedness secured hereby made at any time prior to foreclosure sale
(including sale under power of sale hereunder), by the Mortgagor, its successors
or assigns, or by anyone on behalf of the Mortgagor, its successors or assigns,
shall constitute an evasion of the payment terms hereunder and shall be deemed
to be a voluntary prepayment hereunder, and any such payment, to the extent
permitted by law, will therefore include the exit fee, if any, required under
the prepayment privilege, contained in the Mortgage Note, or the Loan Agreement.
In connection with any judicial proceedings initiated by the Mortgagee
under the Mortgage Note or this deed the Mortgagee may petition the court having
jurisdiction in the premises to appoint a receiver, and said court shall appoint
said receiver for the Mortgaged Premises and of all the rents, issues, income,
profits and yields of any nature derived from the Mortgaged Premises, which
receiver shall have the broadest powers and faculties usually granted to a
receiver by the court. Such appointment shall be made by the court as a matter
of absolute right granted to the Mortgagee, without taking into consideration
the value of the Mortgaged Premises or the solvency or insolvency of the
Mortgagor or defendants, and regardless of whether the Mortgagee has an adequate
remedy at law. All of said rents, income issues, profits
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and yield shall be employed by the receiver in conformity with the terms of the
mortgage hereby constituted and the rulings of said court.
The remedies provided for herein shall be cumulative and not exclusive.
The failure of the Mortgagee to exercise the option for acceleration of
maturity and/or foreclosure following any default as aforesaid or to exercise
any other option granted to the Mortgagee in any one or more instances and the
acceptance by the Mortgagee of partial payments hereunder shall not constitute a
waiver of any such default nor extend or affect the grace period, if any, but
such option shall remain continuously in force.
Acceleration of maturity, once claimed hereunder by the Mortgagee, may, at
the option of the Mortgagee, be rescinded by written acknowledgement to that
effect by the Mortgagee, but the tender and acceptance of partial payments alone
shall not in any way affect or rescind such acceleration of maturity, nor extend
or affect the grace period, if any.
EIGHTEENTH: ASSIGNMENT.
As further security for the payment of the indebtedness hereby secured, the
Mortgagor hereby irrevocably assigns, transfers, and sets over to the Mortgagee
all of the Mortgagor's right, title, and interest in and to all leases and/or
subleases (hereinafter referred to collectively as "leases") affecting the
Mortgaged Premises to which the Mortgagor is or hereafter shall be a party,
together with any and all further leases upon all or any part of the Mortgaged
Premises and together will all of the rents, income, receipts, revenues, issues
and profits from or due or arising out of the Mortgaged Premises, it being
understood that the Mortgagor will from time to time, promptly upon request by
Mortgagee, execute and deliver to the Mortgagee a specific, present, and
irrevocable assignment satisfactory in substance and form to the Mortgagee, of
all
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of the Mortgagor's right, title, and interest in, to, and under each lease
affecting the Mortgaged Premises, it being understood and agreed that every such
lease shall be subordinate to the lien of the mortgage hereby constituted. The
Mortgagor will promptly give the Mortgagee notice in the event that the tenant
under any such lease of the Mortgaged Premises shall institute any judicial or
administrative proceeding under the Reasonable Rents Act of Puerto Rico or any
similar statute at the time in effect for the reduction of the rent payable by
such tenant.
NINETEENTH: RELEASES.
The Mortgagee may, without notice and without regard to the consideration, if
any, paid therefor, and notwithstanding the existence at that time of any
inferior liens thereof, release any part of the security described herein or by
any person liable for any indebtedness secured hereby, without in any way
affecting the priority of the lien of the mortgage hereby constituted, to the
full extent of the indebtedness remaining unpaid hereunder, upon any part of the
security not expressly released, and may agree with any party obligated on said
indebtedness or having any interest in the security described herein to extend
the time for payment of any part or all of the indebtedness secured hereby. Such
agreement shall not in any way release or impair the lien of said mortgage, but
shall extend such lien as against the title of all partes having any interest in
said security which interest is subject to such lien.
In the event the Mortgagee (i) releases, as aforesaid, any party of the
security described herein or any person liable for any indebtedness secured
hereby; or (ii) grants an extension of time for any payments of the indebtedness
secured hereby; or (iii) takes other or additional security for the payment
thereof; or (iv) waives or fails to exercise any right granted in this deed or
in the Note, said act or omission shall not release the Mortgagor or any make,
endorser or
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surety of the mortgage hereby constituted or of the Note or under any covenant
of this deed or of the Note, nor preclude the Mortgagee from exercising any
right, power or privilege herein granted or intended to be granted in the event
of any other default then made or any subsequent default.
TWENTIETH: MISCELLANEOUS.
Mortgagor will not exercise any right which he might have to cancel the record
of the Mortgage by reason of lapse of time counted from the date of the
constitution of the Mortgage either under the applicable provisions of the
Mortgage Law or otherwise and further agrees, whenever requested by the
Mortgagee, to execute and file in the appropriate Registry, at Xxxxxxxxx's costs
and expense, any and all supplemental instruments which may be necessary or
convenient for the preservation of the lien of the mortgage until full payment
of the Mortgage Note or debt so secured by the lien upon the Mortgaged Premises.
Without limiting the generality of the foregoing, Xxxxxxxxx agrees that:
(a) Unless the Mortgagee shall consent in writing to the
cancellation of the Mortgage at an earlier date, the Mortgage shall be
conclusively presumed to subsist until full payment to the Mortgagee of all
amounts lent and secured hereunder, and the Mortgagor does hereby waive any
right which he might otherwise have under the Mortgage Law of Puerto Rico to
apply for an earlier cancellation of the record of the Mortgage.
(b) The Mortgagor will give immediate notice by mail to the
Mortgagee of any conveyance, transfer or change of ownership or of occupancy of
the Mortgaged Premises or any part thereof.
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(c) Nothing herein contained nor any transaction related thereto
shall be construed or shall operate, either presently or prospectively, to
require the Mortgagor to make any payment or do any act contrary to law, but if
any clause and provision herein contained shall otherwise so operate to
invalidate the mortgage hereby constituted, in whole or in part, then such
clause and provision shall be held for naught as though not herein contained and
the remainder of this deed shall remain operative and in full force and effect.
(d) The Mortgagor will, within ten (10) days after written request
by the Mortgagee, execute, acknowledge, and deliver to the Mortgagee a chattel
mortgage, security agreement or other similar security instrument in form
satisfactory to the Mortgagee, covering all property of any kind whatsoever
owned by the Mortgagor, which, in the reasonable opinion of the Mortgagee, is
required for the operation of the Mortgaged Premises and may not be covered by
the lien of the mortgage hereby constituted under the laws of the Commonwealth
of Puerto Rico, and will further execute, acknowledge and deliver any financing
statement, affidavit, continuation statement or certificate or other document
requested by the Mortgagee in order to perfect, preserve, maintain, continue and
extend the security interest under and the priority of such chattel mortgage or
other security instrument, it being understood that the Mortgagor will pay to
the Mortgagee on demand all costs and expenses incurred by the Mortgagee in
connection with the preparation, execution, recording and filing of any such
document.
(e) Whenever in this deed or in the Mortgage Note or by law, notice
or demand shall be required to be given by the Mortgagee to the Mortgagor, such
notice or demand shall be sufficient if in writing and delivered to an officer
or employee of the Mortgagor, or if
23
mailed to the Mortgagor addressed to it at its last address actually furnished
to the Mortgagee or at the Mortgaged premises.
(f) In the event of the sale or transfer by operation of law, or
otherwise, of all or any part of the Mortgaged Premises, the Mortgagee is hereby
authorized and empowered to deal with such vendee or transferee with reference
to the Mortgaged Premises, or the debt secured hereby, or with reference to any
of the terms or conditions hereof, as fully and to the same extent as it might
with the Mortgagor, without in any way releasing or discharging the Mortgagor
from its liability or undertakings hereunder. The term "Mortgagor" as used
herein shall mean and include the Mortgagor appearing herein and any title
holder, in whole or in part, of the Mortgaged Premises.
(g) All of the covenants hereof shall run with the Mortgaged Premises.
TWENTY FIRST: THE MORTGAGE NOTE.
The Mortgage Note referred to in paragraph SECOND of this deed is literally
transcribed herein as follows:
"MORTGAGE NOTE
FOR VALUE RECEIVED, the undersigned, El Conquistador Partnership L.P.
hereby promises to pay to the order of THE GOVERNMENT DEVELOPMENT BANK FOR
PUERTO RICO, on demand, at such place as may be designated in writing by said
payee or holder the principal sum of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00)
in lawful money of the United States of America together with interest in like
lawful money on the decreasing balance of the aforesaid principal sum until paid
and throughout its life or through any period of non-payment, default, and after
maturity, also payable on demand, at an annual variable interest rate to be
computed on the basis of a three hundred sixty (360) days year equivalent to the
London Interbank Offered Rate (LIBOR) as described on page 3750 of the
Telerate's System at 11:00 A.M. (London Time) for a three (3) month period, plus
ninety (90) basis points (LIBOR plus 0.9%). The initial interest rate on this
Mortgage Note shall be Seven point Five Twenty Five Percent (7.525%) per annum.
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Anything herein to the contrary notwithstanding, if the rate of interest
required to be paid hereunder exceeds the rate lawfully chargeable, the rate of
interest to be paid shall be automatically reduced to the maximum rate lawfully
chargeable so that no amounts shall be charged which are in excess thereof, and,
in the event it should be determined that any excess over such highest lawful
rate has been charged or received, the payee or holder hereof shall promptly
refund such excess to the undersigned; provided, however, that, if lawful, any
such excess shall be paid by the undersigned to the payee or holder hereof as
additional interest (accruing at a rate equal to the maximum legal rate minus
the rate provided for hereunder) during any subsequent period when regular
interest is accruing hereunder at less that the maximum legal rate.
In case of recourse to the courts by the payee or holder of this Mortgage
Note, including but not limited to collection, foreclosure and Bankruptcy Code
proceedings, in order to collect the whole; or any portio of the principal and
interest due on this Mortgage Note, the undersigned agree(s) to pay up to a
maximum of ten percent (10%) of the principal amount of the Mortgage Note, to
cover actual court costs, disbursements and reasonable attorneys' fees.
The undersigned, and all others who may become liable for all or any part
of this obligation jointly and severally waive demand, presentment, protest,
notice of dishonor and non-payment, and any and all lack of diligence or delays
in collection or enforcement hereof.
The payment of this Mortgage Note is secured by a mortgage constituted
pursuant to the terms of Deed Number 3, execute on the 7th day of February,
1991, before Notary Xxxxx Xxxxx Xxxxxxxx, and the payee or bearer hereof is
entitled to the benefit and security of all of the provisions and conditions set
forth in said Deed of Mortgage.
No reference herein to the Deed of Mortgage shall alter or impair the
obligation of the undersigned hereon, which is continuing, absolute and
unconditional, nor shall such reference affect the negotiability hereof under
the Negotiable Instruments Law of Puerto Rico. Nevertheless, the obligations of
the undersigned under this Mortgage Note shall be non-recourse, payable solely
from the security constituted by the Mortgage securing payment of this Mortgage
Note.
IN WITNESS WHEREOF, the undersigned has caused this Mortgage Note to be
executed at San Xxxx, Puerto Rico, this 7th day of February, 1991.
(Signed): El Conquistador Partnership, L.P.
By: Kumagai Caribbean, Inc.
(Signed): Xxxx Xxxxxx - Vice President
By: WKA el Con Associates
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(Signed): Xxxx Xxxxxxx Xxxxxxx - Authorized Signatory
Affidavit Number: 4656
Subscribed and acknowledged to before by Xx. Xxxx Xxxxxx and Mr. Xxxx
Xxxxxxx Xxxxxxx, both of legal age, married, business executives and residents
of San Xxxx, Puerto Rico, this 7th day of February, 1991.
(Signed): XXXXX XXXXX XXXXXXXX
NOTARY PUBLIC".
TWENTY SECOND: DESCRIPTION OF THE MORTGAGED PREMISES:
The description of the Mortgaged Premises is as follows:
"RUSTICA: Predio compuesto de Cien (100) cuerdas, equivalentes a Treinta y
Nueve (39) hectareas, Treinta (30) areas y Cuatro (4) centiareas, terreno
quebrado y llano, destinado a pastos, situado en el islote denominado Palomino,
en el Mar Caribe y frente al Puerto de Xxxxxxx, al Este del mismo, xxxxxxx por
sus cuatro puntos cardinales con el mencionado Mar Caribe.
Enclava una casa y un ranchon para peones y distintas cercas".
TITLE, LIENS, AND ENCUMBRANCES
The Leasehold Estate is recorded at page thirty six overleaf (36 vto.) of
volume three hundred twenty six (326) of Fajardo, Registry of Property of Puerto
Rico, Property Number Five Hundred Fifty (550).
The Leasehold of the Mortgagor was constituted by Xxxxxxx Xxxxxxx Xxxxxxxx
and Xxxxxxx Xxxxxxx Xxxxxxxx, as xxxxxx, in favor of the Mortgagor, as xxxxxx,
for a term of thirty two (32) years commending on the first (1st) day of
December, nineteen hundred and ninety (1990), subject to an option to renew on
the same terms and conditions, for two additional consecutive five (5) years
periods, as per that certain ground lease recorded as Deed Number Twelve (12) of
December fifteen (15), nineteen hundred and ninety (1990) before Notary Public
26
Xxxxxxxxx X. Xxxxxxx (the "Ground Lease"), which is pending recording at Entry
number Five Hundred and Eighty (580) of Volume Thirty Nine (39) at Page Two
Hundred and Ninety (290) of the Book of Daily Entries of the Registry of
Property, Fajardo Section, as modified by agreement dated January thirty first
(31st.), nineteen hundred ninety one (1991).
Mortgagor represents that the above described Mortgaged premises is free
and clear, by its origin and by itself, of any and all liens and encumbrances
other than a first and prior mortgage in the principal amount of TWO MILLION
DOLLARS ($2,000,000.00) constituted pursuant to Deed of Leasehold Mortgage
Number Two (2) executed this same date before Notary Public Xxxxxx Xxxxxxx
Xxxxxxxx to secure payment of a Mortgage Note for the same principal amount.
TWENTY THIRD: FORECLOSURE VALUATION.
The foreclosure valuation of the Leasehold Estate comprising the Mortgaged
Premises is equal to the sum of the principal of the Mortgage Note the payment
thereof secured by the line of the Mortgage hereby constituted, which Mortgage
Note is transcribed in paragraph TWENTY FIRST of this Deed.
TWENTY FOURTH: LIMITATION OF LIABILITY.
Notwithstanding anything to the contrary contained in this Mortgage, no recourse
shall be had, whether by levy or execution or otherwise, for the payment of the
principal of or interest on, or other amounts owed hereunder or under the
Mortgage Note, or for any claim based on this Mortgage or in respect thereof,
against any partner of the Mortgagor or any predecessor, successor or affiliate
of any such partner or any of their assets (other than from the interest of such
partner in the Mortgagor), or against any principal, partner, shareholder,
officer, director,
27
agent or employee of any such partner (other than from the interest of any such
person in such partner), nor shall any such persons be personally liable for any
such amount or claims, or liable for any deficiency judgment based thereon or
with respect thereto, it being expressly understood that the sole remedies of
the Mortgagee with respect to such amounts and claims shall be against the
assets of the Mortgagor, including the Mortgaged Property, and that all such
liability of the aforesaid persons, except as otherwise expressly provided
herein, is expressly waived and released as a condition of and as consideration
for the execution of the Mortgage; provided, however, that (A) nothing contained
in this Mortgage (including, without limitation, the provisions of this
paragraph TWENTY FOURTH shall constitute a waiver of any indebtedness of
Mortgagor evidenced hereby or of any of the Mortgagor's other obligations under
such other instruments executed in connection herewith or shall be taken to
prevent recourse to and the enforcement against the Mortgagor, of all the
liabilities, obligations and undertakings contained in this Mortgage; (b) this
paragraph TWENTY FOURTH shall not be applicable to a breach by any person of any
independent obligation to the Mortgagee, including, but not limited to any other
obligations of any person under any other guarantee or indemnity agreement
executed or delivered in connection herewith or with any pledge agreement
pursuant to which the Mortgage Note is pledged or assigned (including without
limitation, the indemnities set forth in paragraph TWELFTH hereof) and (C) this
paragraph TWENTY FOURTH shall not be applicable to the active party in the event
of and to the extent of any claim against such party for (1) fraud by such
party, (2) misappropriation of funds or other property by such party, or (3)
damage to the Mortgaged Property or any part thereof intentionally inflicted in
bad faith by such party. For the purposes of the foregoing, the term
"shareholder" shall be deemed to include the
28
shareholders of any corporation which is a shareholder of a corporation and the
term "partner" shall be deemed to include the partners of any partnership which
is a partner of a partnership.
TWENTY FIFTH: ENVIRONMENTAL MATTERS.
(a) Hazardous Substances. Except to the extent that failure to
comply would not have a material adverse effect on the Mortgagor or the
Mortgaged Premises and/or not result in or create a lien of any kind upon the
Mortgaged Premises, the Mortgagor shall:
(i) not store (except in compliance with all laws, ordinances,
and regulations pertaining thereto), dispose of, release or allow the release of
any hazardous substance, solid waste or oil, as defined in forty-two (42) United
States Code ("USC") Sections nine six zero one (9601) et seq., forty-two (42)
USC Sections six nine zero one (6901) et seq., fifteen (15) USC Sections two six
zero one (2601 et seq., and the regulations promulgated thereunder, and all
applicable federal, state and local laws, rules and regulations, on the
Mortgaged Premises;
(ii) neither directly nor indirectly transport or arrange for
the transport of any hazardous substance or oil (except in compliance with all
laws, ordinances and regulations pertaining thereto);
(iii) in the event of any change in the laws governing the
assessment, release or removal of hazardous material, which change would lead a
prudent lender to require additional testing to avail itself of any statutory
insurance or limited liability, take all such action (including, without
limitation, the conducting of engineering tests at the sole expense of the
Mortgagor) to confirm that no hazardous substance or oil is or ever was stored,
released or disposed of or on the Mortgaged Premises; and
29
(iv) provide the Mortgagee with written notice: (aa) upon the
Mortgagor obtaining knowledge of the release of any hazardous substance or oil
at or from the Mortgaged Premises; (bb) upon the Mortgagor's receipt of any
notice to such effect from any federal, state, or other governmental authority
or making an assessment of any expense incurred in connection with the
containment, removal or remediation of any hazardous substance or oil at or from
the Mortgaged Premises, for which the Mortgagor may be liable or for which
expense a lien may be imposed on the Mortgaged Premises.
For purposes of this section, the terms "hazardous substance" and
"release" shall have the meanings specified in the Comprehensive Environmental
Response, Compensation and Liability Act of nineteen hundred eighty (1980),
forty two (42) USC Sections nine six zero one (9601) et seq., ("CERCLA") and the
terms "solid waste" and "disposal" (or "disposed") shall have the meanings
specified in the Resource Conservation and Recovery Act of nineteen hundred
seventy six (1976), forty two (42) USC Sections six nine zero one (6901) et
seq., ("RCRA") and regulations promulgated thereunder; provided, in the event
either CERCLA or RCRA is amended so as to broaden the meaning of any term
defined thereby, such broader meaning shall apply as of the effective date such
amendment and provided further, to the extent that the laws of the jurisdiction
where the Mortgaged Premises is located establish a meaning for "hazardous
substance", "release", "solid waste", or "disposal" which is broader than
specified in either CERCLA or RCRA, such broader meaning shall apply.
(b) Environmental Assessments. In addition to the Mortgagee's rights
under Section (a)(iii), the Mortgagee may, at its election, if there is
reasonable cause to suspect some environmental damage has occurred without
regard to whether Xxxxxxxxx is in default hereunder
30
or under the Mortgage Note, obtain one or more environmental assessments of the
Mortgaged Premises prepared by a geohydrologist, and independent engineer or
other qualified consultant or expert approved by the Mortgagee evaluating or
confirming (i) whether any hazardous substances or other toxic substances are
present in the soil or water at or adjacent to the Mortgaged Premises and (ii)
whether the use and operation of the Mortgaged Premises comply with all
applicable federal, state and local laws, rules and regulations (herein called
("Environmental Laws") relating to air quality, environmental control, release
of oil, hazardous material, hazardous wastes and hazardous substances, and any
and all other applicable environmental laws. Environmental assessments may
include detailed visual inspection of the Mortgaged Premises including, without
limitation, any and all storage areas, and the taking of soil samples, surface
water samples and ground water samples, as well as such other investigations or
analyses as are necessary or appropriate for a complete determination of the
compliance of the Mortgaged Premises and the use and operation thereof with all
applicable Environmental Laws.
TWENTY SIXTH: RECORDATION IN THE ENGLISH LANGUAGE.
Mortgagor and Mortgagee now state that this Deed has been drafted in the English
language in satisfaction of their wishes and in compliance with their wishes and
in compliance with their instructions and they further add that to prevent any
translation mistake they have agreed to request that this Deed be recorded at
the Registry of Property in the English language thus waiving by these presents
any right that they may have to have the same translated to the Spanish language
for recordation purposes.
TWENTY SEVENTH:
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The provision contained in paragraphs EIGHTH, NINTH, TENTH, TWELFTH, FIFTEENTH,
SEVENTEENTH and TWENTY FIFTH of this deed are subordinated to the provisions of
the Loan Agreement or to any other agreement under which the Mortgage Note
secured hereby is delivered in pledge or otherwise, and in the event of conflict
or inconsistencies, the Loan Agreement provisions will govern.
TWENTY EIGHTH: ACCEPTANCE BY MORTGAGEE.
The Mortgage Note has been delivered in pledge to Mortgagee to secure payment to
Mortgagee of credit facilities which have been granted by the Mortgagee to
Mortgagor under a Loan Agreement executed on this same date in furtherance of
Mortgagee's statutory duty and responsibility to aid an develop the economy of
Puerto Rico, particularly its industrialization, thus complying with the public
purpose of Mortgagee's creation of benefiting THE PEOPLE OF PUERTO RICO.
Complying with the requirements of Article One Hundred Eighty Six (186) of the
Mortgage and Registry of Property Law of Puerto Rico of the year Nineteen
Hundred Seventy Nine (1979), the Mortgagee states its acceptance to the mortgage
lien constituted by these presents in its favor.
ACCEPTANCE
I, the Notary, made to the appearing party(ies) the necessary legal
warnings concerning the execution of this deed and he(she)(they) was(were) fully
advised by me thereon. I advised him(her)(them) as to his(her)(their) legal
right to read the deed and to have witnesses present at the execution thereof,
which he waived, and then I read this deed to him(her)(them).
After having heard the contents of this deed, as stated in all preceding
paragraphs, the appearing party(ies) fully ratified and confirmed the statements
contained herein as the true and
32
exact embodiment of his(her)(their) stipulations, terms, and conditions
whereupon he(she)(they) signed this deed before me, the Notary, and initialed
each and every page of this deed.
I, the Notary, do hereby certify as to everything stated or contained in
this instrument.
Signed: Xxxx Xxxxxx, Xxxx Xxxxxxx Xxxxxxx and Xxxxxx Xxxx Xxxxxx.
Signed, Sealed, Marked and Flourished: XXXXX XXXXX XXXXXXXX.
The corresponding Internal Revenue Stamps and that of Notarial Fee have
been cancelled on the original.
I, the Notary, CERTIFY that the foregoing is a true and exact copy of the
original, which forms part of my Protocol for Public Instruments for the current
year and which contains --37-- pages.
IN WITNESS WHEREOF, and at the request of The Government Development Bank
for Puerto Rico
I issue this --FIRST-- copy which I sign, xxxx, xxxx and flourish at San Xxxx,
Puerto Rico, on the same date of its execution. I ATTEST.
/s/
33
