SECURITY AGREEMENT
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THIS AGREEMENT made this 21st day of May, 1998, between HOME STAY LODGE I,
LTD., a Florida Limited Partnership, of 0000 Xxxxx XxXxxxxx Xxxxxxxxx, Xxxxx
000, Xxxxxx, Xxxxx, referred to as DEBTOR, and BANK OF PENSACOLA, of 000 Xxxx
Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx, referred to as SECURED PARTY.
IN CONSIDERATION of the mutual covenants and promises set forth in this
Security Agreement, DEBTOR and SECURED PARTY agree:
SECTION ONE
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CREATION OF SECURITY INTEREST
DEBTOR grants to SECURED PARTY a security interest in the following
property, whether now existing or hereinafter acquired, and any and all
additions, accessions, and substitutions to or for such property, referred to as
the Collateral, and the proceeds and products of said Collateral:
ALL FURNITURE, FIXTURES, EQUIPMENT, INVENTORY, AND ACCOUNTS
RECEIVABLE, NOW OWNED OR HEREINAFTER ACQUIRED BY THE DEBTOR.
to secure the payment of Five Million Four Hundred Twenty Thousand Dollars
($5,420,000.00), as provided in the Note(s) of DEBTOR of the same date as this
Security Agreement, and also any and all other liabilities of DEBTOR to SECURED
PARTY, direct or indirect, absolute or contingent, due or to become due, now
existing or arising after the effective date of this Agreement, referred to as
the Obligations.
SECTION TWO
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CLAIMS AND DEMANDS AGAINST COLLATERAL
DEBTOR warrants and covenants that, except for the security interest
granted by this Security Agreement, DEBTOR is, or to the extent that this
Security Agreement states that the Collateral is to be acquired subsequent to
the effective date of this Security Agreement, will be, the owner of the
Collateral free from adverse lien, security interest, or encumbrance; and that
DEBTOR will defend the Collateral against any and all claims and demands of all
persons at any time claiming the Collateral or any interest in such Collateral.
SECTION THREE
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USE OF COLLATERAL
DEBTOR warrants and covenants that the Collateral is not used or bought
primarily for personal, family, or household purposes.
SECTION FOUR
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STORAGE OF COLLATERAL
DEBTOR warrants and covenants that the Collateral will be kept at 0000
Xxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxxxx, and 0000 Xxxxx Xxxxx Xxxxxxx, Xxxxxxxxx,
Xxxxxxx; that DEBTOR will promptly notify SECURED PARTY of any change in the
location of the Collateral within the State of Florida; and that DEBTOR will not
remove the Collateral from the State of Florida without the written consent of
SECURED PARTY.
SECTION FIVE
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DEBTOR'S PLACE OF BUSINESS
DEBTOR warrants and covenants that DEBTOR's place of business in the State
of Florida is located at 0000 Xxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxxxx, and 0000 Xxxxx
Xxxxx Xxxxxxx, Xxxxxxxxx, Xxxxxxx.
SECTION SIX
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ATTACHMENT OF COLLATERAL TO REALTY
DEBTOR warrants and covenants that if Collateral has been attached to or is
to be attached to real estate, a description of the real estate is:
SEE ATTACHED EXHIBIT "A"
and the name of the record title owner is HOME STAY LODGE I, LTD.; and that if
the Collateral is attached to real estate prior to the perfection of the
Security Interest granted, DEBTOR will, on demand of SECURED PARTY, furnish
SECURED PARTY with a disclaimer or disclaimers, signed by all persons having an
interest in the real estate, of any interest in the Collateral that is prior to
SECURED PARTY's interest.
SECTION SEVEN
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FINANCING STATEMENT
DEBTOR warrants and covenants that no financing statement covering any
collateral or any proceeds of such collateral is on file in any public of f ice;
that at the request of the SECURED PARTY, DEBTOR will join with SECURED PARTY in
executing one or more financing statements pursuant to the Uniform Commercial
Code of the State of Florida in form satisfactory to SECURED PARTY; and DEBTOR
will pay the cost of filing such financing statements in all public offices
wherever filing is deemed by he SECURED PARTY to be necessary or desirable.
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SECTION EIGHT
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INSURANCE
DEBTOR warrants and covenants that DEBTOR will have and maintain insurance
at all times with respect to all collateral against risks of fire (including
so-called extended coverage theft, 'and other risks as SECURED PARTY may
require, containing such terms, in such form, for such periods and written by
such companies as may be satisfactory to SECURED PARTY, such insurance to be
payable to SECURED PARTY and DEBTOR as their interest may appear; that all
policies of insurance shall provide for ten (10) days' written minimum
cancellation notice to SECURED PARTY, and at the request of SECURED PARTY shall
be delivered to and held by it, and that SECURED PARTY may act as attorney for
DEBTOR in obtaining, adjusting, settling, and canceling such insurance and
endorsing any drafts.
SECTION NINE
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LIENS, WASTE AND INSPECTION
DEBTOR warrants and covenants that DEBTOR will keep the Collateral free from
any adverse liens, security interest, or encumbrance and in good order and
repair and will not waste and destroy the Collateral or any part of such
Collateral; that DEBTOR will not use the Collateral in violation of any statute
OR ordinance; and that SECURED PARTY may examine and inspect the Collateral at
any time, wherever located.
SECTION TEN
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TAXES AND ASSESSMENTS
DEBTOR warrants and covenants that DEBTOR will pay promptly when due all
taxes and assessments on the Collateral or for its use or operation or on this
Security Agreement or on any note or notes evidencing the obligation.
SECTION ELEVEN
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DISCHARGE OF ENCUMBRANCE BY SECURED PARTY
At its option, SECURED PARTY may discharge taxes, liens, or security
interest or other encumbrances at any time levied or placed on the Collateral,
any pay for insurance on the Collateral, and may pay for the maintenance and
preservation of the Collateral. DEBTOR agrees to reimburse SECURED PARTY on
demand for any payment made, or any expense incurred by SECURED PARTY pursuant
to the authorization set forth in this Section.
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SECTION TWELVE
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POSSESSION UNTIL DEFAULT
Until default, the DEBTOR may have possession of the Collateral and use it
in any lawful manner not inconsistent with this Security Agreement and not
inconsistent with any policy of insurance on the Collateral.
SECTION THIRTEEN
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ACTS OF DEFAULT
DEBTOR shall be in default under this Security Agreement upon the happening
of any of the following events or conditions:
A. Default in the payment or performance of any obligations, covenant,
or liability contained or referred to in this Security Agreement or in any note
or other obligation secured thereby;
B. any warranty, representation, or statement made or furnished to
SECURED PARTY by or on behalf of DEBTOR proves to have been false in any
material respect when made or furnished;
C. Any event that results in the acceleration of the maturity of the
indebtedness of the DEBTOR to others under any indenture, agreement or
undertaking;
D. Loss, theft, damage, destruction, sale or encumbrance to or of any
of the Collateral, or the making of any levy, seizure, or attachment of or on
such Collateral; and
E. Death, dissolution, termination of existence, insolvency, business
failure, appointment of a receiver of any part of the property of, assignment
for the benefit of creditors by, or the commencement of any proceeding under any
bankruptcy or insolvency laws by or against DEBTOR or any guarantor or surety
for debtor.
SECTION FOURTEEN
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RIGHTS OF SECURED PARTY ON DEFAULT
A. Upon default and at any time thereafter, SECURED PARTY may declare
all obligations secured by this Security Agreement immediately due and payable
and shall have the remedies of a secured party under the Uniform Commercial Code
of the State of Florida.
B. SECURED PARTY may require DEBTOR to assemble the Collateral and make
it available to SECURED PARTY at a place to be designated by SECURED PARTY that
is reasonably convenient to both parties. Unless the Collateral is perishable or
threatens to
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(b) This Assignment shall be governed and construed in all respects by
the laws of the State of Florida.
(c) This Assignment shall be and remain in full force and effect until
payment in full of all indebtedness secured hereby.
(d) If any provision of this Assignment shall be invalid or
unenforceable, the remaining provisions of this Assignment shall nevertheless
survive and be and remain in full force and effect.
(e) As used herein, each term beginning with a capital letter shall
have the meaning specified in the Loan Agreement or the other Loan Documents,
unless another meaning is specified or clearly appears.
(f) As used herein, the singular shall include the plural, and the male
gender shall include the female and neuter genders, and all obligations of
Borrowers hereunder shall be joint and several.
IN WITNESS WHEREOF, Borrower has caused this instrument to be executed by
its duly authorized general partners with an effective date as of the day and
year first above written.
SIGNED, SEALED AND DELIVERED IN THE PRESENCE OF.
SIGNED, SEALED AND DELIVERED IN THE PRESENCE OF.
/s/ Xxxxxxx X. Xxxxxxx, Xx. HOMESTAY LODGE I, LTD., a Florida
Xxxxxxx X. Xxxxxxx, Xx. Limited Partnership
By: Home Stay Lodge, Inc., a
/a/ Xxxx X. Xxxxxx Florida Corporation
Xxxx X. Xxxxxx
By /s/ Xxxxxx X. XxXxxxxx
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Its:
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Its Sole General Partner
STATE OF FLORIDA
COUNTY OF ESCAMBIA
The foregoing instrument was acknowledged before me this 21st day of
May 1998, by Xxxxxx X. XxXxxxxx, the President of Home Stay Lodge, Inc., a
Florida corporation, the sole general partner of HOME STAY LODGE I, LTD., a
Florida limited partnership, on behalf of said partnership ( ) who is personally
known to me or (X) who produced Texas driver's license as identification.
/s/ Xxxxxxx X. Xxxxxxx, Xx.
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[NOTARIAL SEAL] NOTARY PUBLIC - STATE OF FLORIDA
Typed Name:________________________________
My Commission Expires: 2/28/01
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