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EXHIBIT 6.12.1
MORTGAGE
THIS MORTGAGE (the "Mortgage"), dated as of August 25, 1999 ("Effective
Date"), by MIRACOM CORPORATION, a Nevada corporation, authorized to do business
in the State of Florida (the "Mortgagor"), to XXXXXX X. XXXXXXX, TRUSTEE FOR
THE XXXXXX X. XXXXXXX REVOCABLE TRUST DATED FEBRUARY 3, 1998 (the "Mortgagee").
W I T N E S S E T H:
That for good and valuable consideration, and also in consideration of
the aggregate sum named in the Mortgage Note of even date herewith, hereinafter
described, the Mortgagor hereby grants, bargains, sells, aliens, remises,
conveys and confirms unto the Mortgagee, all that certain land of which the
Mortgagor is now seized and in possession situate in Seminole County, Florida,
more particularly described on Exhibit "A" attached hereto and incorporated
herein by reference (the "Land"):
TOGETHER WITH the following, whether now owned or hereafter acquired by
Mortgagor: (a) all improvements now or hereafter attached to or placed,
erected, constructed or developed on the Land (the "Improvements"); (b) all
fixtures (the "Fixtures") now or hereafter attached to or used in or about the
Improvements, or which Fixtures are or may be used in or related to the
operation of the Land and the Improvements, if any; (c) all permits, licenses,
approvals and vested rights, sewer rights, water and water rights, timber,
crops, mineral interests, development rights, franchises, certificates, and all
other rights obtained in connection with the Land, the Improvements or the
Fixtures; (d) all plans and specifications for Improvements; (e) all proceeds
arising from the sale, lease or other disposition of the Land, the Improvements
or the Fixtures; (f) all proceeds from the taking of any of the Land, the
Improvements, the Fixtures or
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any rights appurtenant thereto by right of eminent domain or by private or
other purchase in lieu thereof; (g) all right, title and interest of Mortgagor
in and to all streets, roads, public places, easements and rights-of-way,
existing or proposed, public or private, adjacent to or used in connection with
the Land; (h) any leases, rents, profits, revenues or other benefits of the
Land, the Improvements or the Fixtures, (i) all rights, hereditaments and
appurtenances pertaining to the foregoing; and (j) all renewals of or
replacements or substitutions for any of the foregoing. The above-described
property is collectively referred to herein as the "Mortgaged Property".
TO HAVE AND TO HOLD the Mortgaged Property, together with the rights,
privileges and appurtenances thereto belonging, unto Mortgagee, and its
successors and assigns, forever, and Mortgagor hereby binds itself and its
successors and assigns to warrant and forever defend the Mortgaged Property
unto Mortgagee, and its successors and assigns, against the claims of all
persons claiming or to claim the same or any part thereof.
ARTICLE I
INDEBTEDNESS
This Mortgage is given to secure the indebtedness evidenced by the
Promissory Note ("the Note") of even date herewith in the original principal
amount of THIRTY THOUSAND AND NO/100 DOLLARS ($30,000.00), executed by
Mortgagor, payable to the order of Mortgagee, and bearing interest and being
payable as set forth therein, and all extensions, modifications, increases, and
renewals thereof made from time to time. The obligations herein described are
hereinafter collectively called the "Indebtedness." All payments on the
Indebtedness shall be payable at the address of Mortgagee as set forth below.
ARTICLE II
REPRESENTATIONS, WARRANTIES, COVENANTS
AND AGREEMENTS OF MORTGAGOR
Mortgagor does hereby covenant, warrant and represent to and agree with
Mortgagee as follows:
2.1 Title to Mortgaged Property. Except for those certain items listed
and described on Exhibit "B" attached hereto and by this reference made a part
hereof (collectively, the "Permitted Exceptions"), Mortgagor has good and
indefeasible title to the Land and the Improvements, and good and marketable
title to the Fixtures, free and clear of any liens, charges, encumbrances,
security interests, and adverse claims whatsoever.
2.2 Taxes and Assessments. Mortgagor shall pay all taxes and
assessments against or affecting the Mortgaged property as the same become due
and payable.
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2.3 Insurance. Mortgagor shall keep the Mortgaged Property insured
against loss or damage by fire, and such other risks as Mortgagee in its
reasonable discretion may require. The policy or policies of such insurance
shall be in the form in general use from time to time in the locality in which
the Mortgaged Property is situated, shall be in such amount as Mortgagee may
reasonably require, shall be issued by a company or companies reasonably
approved by Mortgagee, and shall contain a standard mortgagee clause with loss
payable to Mortgagee.
ARTICLE III
MISCELLANEOUS
3.1 Attorneys' Fees. In the event of a dispute regarding, arising out
of, or in connection with the breach, enforcement, or interpretation of this
Mortgage and the Indebtedness (regardless of whether legal proceedings are
instituted), the prevailing party shall recover all costs and reasonable
attorneys' fees incurred in connection therewith, including without limitation
at the pre-trial, trial and appellate levels, and any costs of collection.
3.2 Release of Lien. If Mortgagor shall perform each and every one of
the covenants and agreements contained in the Note and in this Mortgage, then
this conveyance shall become null and void and shall be released by Mortgagee.
3.3 Successors and Assigns. The covenants herein contained shall bind,
and the benefits and advantages shall inure to, the respective successors and
assigns of the parties.
3.4 Severability. If any provision of this Mortgage is held to be
illegal, invalid, or unenforceable under present or future laws effective while
this Mortgage is in effect, the legality, validity and enforceability of the
remaining provisions of this Mortgage shall not be affected thereby.
3.5 Notice. Any notice, demand or other instrument authorized or
required by this Mortgage or the Note to be served on or given to Mortgagor or
Mortgagee shall be served on or given to Mortgagor and Xxxxxxxxxxx Investments,
Inc. at the address indicated below:
If to Mortgagee: Xxxxxx X. Xxxxxxx, Trustee for the
Xxxxxx X. Xxxxxxx Revocable Trust,
Dated February 3, 1998
c/o Advanced Investment Corp.
321 Good Pasture Island Road
Eugene, Oregon 97401
Attn.: Xxxx Xxxx
Facsimile No.: (000) 000-0000
If to Mortgagor: Miracom Corporation
0000 Xxxxxx Xxxxxx Xxxxx Xxxxxxxxx
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Suite 310
Xxxxxxxxx Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxx XxXxxxx, President
Facsimile No.: (000) 000-0000
With a copy to: Xxxxxxxxx Traurig, P.A.
000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attn.: Xxxxxx X. Xxxxxx, Esquire
Facsimile No.: (000) 000-0000
With a copy to: Xxxxxxxxxxx Investments, Inc.
000 Xxxx Xxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxxxx Xxxxx, President
Facsimile No.: (000) 000-0000
or at such address as may be furnished from time to time by written notice
conforming herewith.
ARTICLE IV
EVENTS OF DEFAULT
Each and every one of the following shall constitute an "Event of
Default":
4.1 Failure to Pay Indebtedness. Any of the Indebtedness is not paid
when due by Mortgagor, and remains unpaid after lapse of the curative period
provided in the Note.
4.2 Nonperformance of Covenants. Any other term or covenant in the Note
or this Mortgage is not fully performed, or any other event of default occurs
thereunder or hereunder, for a period of thirty (30) days after receipt by
Mortgagor of written notice from Mortgagee.
ARTICLE V
REMEDIES
5.1 Acceleration. After an Event of Default, Mortgagee may declare the
entire unpaid balance of the Note immediately due and payable without notice.
5.2 Receiver or Foreclosure. After an Event of Default, Mortgagee may
apply to any court of competent jurisdiction for the appointment of a receiver
or similar official to manage and operate the Mortgaged Property, or any part
thereof, and to apply the net rents and profits therefrom to the payment of the
interest and/or principal of the Note and/or any other obligations of Mortgagor
to Mortgagee hereunder. After an Event of Default, Mortgagee shall also have
the right to foreclose this Mortgage and in case of sale in an action or
proceeding to foreclose this
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Mortgage, Mortgagee shall have the right to sell the Mortgaged Property covered
hereby in parts or as an entirety.
ARTICLE VI
RIGHT TO CURE
Xxxxxxxxxxx Investments, Inc. hereby warrants and represents that it
has benefited by Mortgagee's loan to Mortgagor, which loan is evidenced by the
Note which has been executed by Mortgagor. Consequently, upon the default of
Mortgagor, Xxxxxxxxxxx Investments, Inc. shall have the right, but is under no
obligation, to make payments on the Indebtedness when due and perform all of
Mortgagor's covenants, obligations and liabilities under the Note and this
Mortgage.
IN WITNESS WHEREOF, Mortgagor has executed this Mortgage and Security
Agreement as of the date first above written.
Signed, sealed and delivered
in the presence of: MORTGAGOR:
MIRACOM CORPORATION,
a Nevada corporation
/s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxx Xxxxx
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Print Name: Xxxxxx X. Xxxxxx Name: Xxxxx Xxxxx
Title: President and CEO
/s/ Xxxxx Xxxxxx (Corporate Seal)
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Print Name: Xxxxx Xxxxxx
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STATE OF FLORIDA
COUNTY OF SEMINOLE
The foregoing Mortgage was acknowledged before me this 19th day of
August, 1999, by XXXXX XXXXX, as President and CEO of Miracom Corporation. He
is personally known to me or has produced driver's license as identification.
/s/ Xxxxxxx X. Xxxxxx
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NOTARY PUBLIC
Print Name: Xxxxxxx X. Xxxxxx
My Commission Expires: 7-21-2001
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EXHIBIT "A"
LEGAL DESCRIPTION OF THE LAND
PARCEL A:
Lot 1 (less the South 37.65 feet) and the East 2.97 feet of Xxx 0 (xxxx xxx
Xxxxx 00.00 xxxx), Xxxxx 3, Tier 3, FLORIDA LAND AND COLONIZATION COMPANY
LIMITED, X. X. XXXXXXXX'X MAP OF THE TOWN OF SANFORD, according to the Plat
thereof as recorded in Plat Book 1, Pages 56 through 64, of the Public Records
of Seminole County, Florida.
PARCEL B:
Xxx 0, Xxxxx 0, Xxxx 0, XXXXXXX LAND AND COLONIZATION COMPANY LIMITED, X. X.
XXXXXXXX'X MAP OF THE TOWN OF SANFORD, according to the Plat thereof as
recorded in Plat Book 1, Pages 56 through 64, of the Public Records of Seminole
County, Florida.
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EXHIBIT "B"
PERMITTED EXCEPTIONS
As to Parcels A and B:
1. General taxes for the year 1999 and thereafter, not yet due and payable.
2. All matters as shown on the Plat of said Subdivision of FLORIDA LAND
AND COLONIZATION COMPANY LIMITED, X. X. XXXXXXXX'X MAP OF THE TOWN OF
SANFORD, according to the Plat thereof as recorded in Plat Book 1,
Pages 56 through 64, of the Public Records of Seminole County, Florida.
3. A Mortgage, dated May 6, 1999, executed and delivered by Miracom
Corporation, a Nevada corporation, as Mortgagor, in favor of Xxxxxx X.
Xxxxxxx, Trustee for the Xxxxxx X. Xxxxxxx Revocable Trust, dated
February 3, 1998, as Mortgagee, given to secure payment of a promissory
note in the original principal amount of $350,000.00.
As to Parcel B only:
1. Mortgage executed by XxxxxXxxxxx Investments, Inc., a Florida
corporation in favor of Xxxxx X. Xxxxxxxxxx and Xxxxxxx X. Xxxxxxxxxx,
Husband and Wife, dated February 15, 1999 and filed for record February
19, 1999 in Official Records Book 3595, Page 1198, of the Public
Records of Seminole County, Florida in the original principal sum of
$20,500.00.
2. Right of Way Agreement to the City of Xxxxxxx, a Florida Municipal
Corp., recorded in Official Records Book 3008, Page 1253, of the Public
Records of Seminole County, Florida.
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