EXHIBIT 10.12
Prepared by and return to:
TOHO HOLDINGS, INC.
0000 XXXXXXX XXXXXXX XXXX
XXXXXX XXXXX, XXXXXXX 00000
MORTGAGE
THIS INDENTURE, Made this DECEMBER 13, 1999 by and between TOHO HOLDINGS, INC.,
A FLORIDA CORPORATION whose address is 0000 XXXXXXX XXXXXXX XXXX, XXXXXX XXXXX,
XXXXXXX 00000, hereinafter called the Mortgagor, AND FIDRA HOLDINGS, LTD, whose
address is SUITE 0, XXXX XXX XXXXXX, X.X. XXX XX-00000, XXXXXX, BAHAMAS,
hereinafter call the Mortgagee:
The terms "Mortgagor" and "Mortgagee" shall include heirs, personal
representatives, successors, legal representatives and assigns, and
shall denote the singular and/or the plural, and the masculine and/or
the feminine and natural and/or artificial persons, whenever and
wherever the context so admits or requires.
WITNESSETH, that the said Mortgagor, for and in consideration of the aggregate
sum named in the promissory note, a copy of which is attached hereto and made a
part hereof, the receipt of which is hereby acknowledged, does grant, bargain
and sell to the said Mortgagee, his successors and assigns, in fee simple, the
following described land, situate, lying and being in POLK COUNTY, FLORIDA
to-wit:
Begin at a point of 551.9 feet East and 25 feet South of the Northwest
corner of Section 0, Xxxxxxxx 00 Xxxxx, Xxxxx 26 East, run South 89
degrees, 39 minutes, 30 seconds East along road right of way of 540A,
70.1 feet, thence South 140 feet, West 70.1 feet, North 130 feet to the
point of beginning; being part of Xxxx 0 xxx 0 xx XXXXX XXXXXXX
SUBDIVISION, according to the plat thereof, recorded in Plat Book 14,
Page 10, of the Public Records of Polka County, Florida.
And the said Mortgagor does hereby fully warrant the title to said land, and
will defend the same against the lawful claims of all persons whomsoever.
PROVIDED ALWAYS, that if said Mortgagor, his successors or assigns, shall pay
unto the said Mortgagee, his successors or assigns, that certain promissory
note, of which a true and correct copy is attached and Mortgagor shall perform,
comply with and abide by each and every stipulation, agreement, condition and
convenient of said promissory note and of this mortgage, and shall duly pay all
taxes, all insurance premiums reasonably required, all costs and expenses
including reasonable attorneys fees that Mortgagee may incur in collecting money
secured by this mortgage, and also in enforcing this mortgagee by suit or
otherwise, then this mortgage and the estate hereby created shall cease and be
null and void.
Mortgagor hereby covenants and agrees:
1. To pay the principal and interest and other sums of money payable by
virtue of said promissory note and this mortgage, or either, promptly
on the days respectively the same severally come due.
2. To keep the buildings now or hereafter on the land insured for fire and
extended coverage in a sum at least equal to the amount owed on the
above described promissory note, and name the Mortgagee as loss payees,
and to furnish Mortgagee with a copy of all current policies. If
Mortgagor does not proved Mortgagee with copies of the policies showing
Mortgagee as loss payee after 14 days written demand by Mortgagee, then
Mortgagee may purchase such insurance and shall add any payments made
for such policy to the principal balance owed on the mortgage, and such
payments shall accrue interest at the maximum rate of interest allowed
by law. In the event any sum of money becomes payable under such
policy, Mortgagee, his legal representatives, or assigns, shall have
the option to receive and apply the same on account of the
indebtedness hereby secured or to permit Mortgagor to receive and use
it or any part thereof for repair or replacement, without hereby
waiving or impairing any equity, lien or right under or by virtue of
this mortgage. In the event of loss Mortgagor shall give immediate
notice to Mortgagee.
3. To permit, commit or suffer no waste, impairment or deterioration of
the property, or any part thereof.
4. To permit no other lien or mortgage to be placed ahead of this
mortgage.
5. Mortgagor shall provide proof of payment of annual real estate taxes by
March 15, for the preceding years taxes. In the event that Mortgagor
does not pay the taxes by such date, the Mortgagee may pay the taxes
and the full amount of such payment by Mortgagee shall be added to the
principal balance owed on the mortgage, and shall accrue interest at
the maximum rate allowed by law.
6. The Mortgagee may, at any time pending a suit upon this mortgage, apply
to the court having jurisdiction thereof for the appointment of a
receiver, and such court shall forthwith appoint a receiver, and such
receiver shall have all broad and effective functions and powers in
anywise entrusted by a court to a receiver, and such appointment shall
be made by such court as an admitted equity and a matter of absolute
right to said Mortgagee. The rents, profits, income, issues, and
revenues shall be applied by such receiver according to the lien of
this mortgage.
7. If any of the sums of money due and owing to Mortgagee under the terms
of the promissory note and this mortgage, including but not limited to
any advance made by Mortgagee for the payment of insurance or taxes,
are not paid within 15 days after the same become due and payable, or
if each of the stipulations, agreements, conditions and covenants of
the promissory note and this mortgage, or either, are not fully
performed or complied with the aggregate sum owed on the promissory
note shall become due and payable forthwith or thereafter at the option
of Mortgagee, his successors, legal representatives, or assigns.
This mortgage and the note hereby secured shall be construed and enforced
according to the laws of the State of Florida.
The principal sum secured hereby, along with any interest to be paid in
accordance with the terms of the note secured hereby, shall immediately become
due and payable without notice, if a transfer of title to the premises by sale
or otherwise is made without the Mortgagee's written consent, while this
mortgage remains a lien thereon, at the option of Mortgagee, his successors,
legal representatives, or assigns.
Executed at POLK COUNTY, FLORIDA on the date written above.
Signed, sealed and delivered in the presence of:
TOHO HOLDINGS, INC.
/s/ Xxxxxxx X. Xxxx
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Witness Name: Xxxxxxx X. Xxxx BY: /s/ XXXXX XXXXXX
12-23-99 ----------------------------
Personally Known XXXXX XXXXXX, PRESIDENT
/s/ XXXXX XXXXXXX
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Witness Name: XXXXX XXXXXXX
[STAMP OF XXXXXXX X. XXXX]
