{"id":41169,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/mortgage-and-security-agreement-the-publishing-company-of-north.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"mortgage-and-security-agreement-the-publishing-company-of-north","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/mortgage-and-security-agreement-the-publishing-company-of-north.html","title":{"rendered":"Mortgage and Security Agreement &#8211; The Publishing Company of North America Inc. and First Union National Bank of Florida"},"content":{"rendered":"<pre>\nPrepared By &amp; Return To:\nCasey Cavanaugh, Esquire\nLOWNDES, DROSDICK, DOSTER, KANTOR\n&amp; REED, P.A.\n215 North Eola Drive\nOrlando, Florida 32802\n\n\n\n\n                          MORTGAGE AND SECURITY AGREEMENT\n\n         THIS MORTGAGE AND SECURITY AGREEMENT (hereinafter referred to as the\n'Mortgage') executed December 30, 1996 by THE PUBLISHING COMPANY OF NORTH\nAMERICA, INC., a Florida corporation, whose address for notice under this\nMortgage is 186 North Industrial Park Blvd., Lake Helen, Florida 32744\n(hereinafter referred to as the 'Borrower') to and in favor of FIRST UNION\nNATIONAL BANK OF FLORIDA, a national banking association organized and existing\nunder the laws of the United States of America, whose address is 800 North\nMagnolia Avenue, Orlando, Florida 32803 (hereinafter referred to as the\n'Lender').\n\n                                W I T N E S S E T H:\n\n         That for divers good and valuable considerations and to secure the\npayment of an indebtedness in the aggregate sum of EIGHT HUNDRED THOUSAND AND\nNO\/100 DOLLARS ($800,000.00), or so much thereof as may be advanced, to be paid\nin accordance with a note of even date herewith (hereinafter referred to as the\n'Note') (which note has a maturity date of December 5, 2011) together with\ninterest thereon and any and all sums due or which may become due from the\nBorrower to the Lender, the Borrower does grant, bargain, sell, alien, remise,\nrelease, convey and confirm unto the Lender, its successors and assigns, in fee\nsimple, all of that certain tract of land of which the Borrower is now seized\nand possessed and in actual possession, situate in the County of Volusia, State\nof Florida, which is more fully described in Exhibit 'A' attached hereto and\nmade a part hereof, together with the buildings and improvements thereon erected\nor to be erected (hereinafter referred to as the 'Premises');\n\n         TOGETHER with:\n\n                  (a) all leasehold estate, and all right, title and interest of\n         Borrower in and to all leases or subleases covering the Premises or any\n         portion thereof now or hereafter existing or entered into, and all\n         right, title and interest of Borrower thereunder, including, without\n         limitation, all cash or security deposits, advance rentals, and\n         deposits or payments of similar nature;\n\n\n                  (b) all right, title and interest of Borrower in and to all\n         options to purchase or lease the Premises or any portion thereof or\n         interest therein, and any greater estate in the Premises owned or\n         hereafter acquired;\n\n                  (c) all easements, streets, ways, alleys, rights-of-way and\n         rights used in connection \n\n                                37\n\n\n         therewith or as a means of access thereto,\n         and all tenements, hereditaments and appurtenances thereof and thereto,\n         and all water rights;\n\n                  (d) any and all buildings, structures and improvements now or\n         hereafter erected thereon, including, but not limited to the fixtures,\n         attachments, appliances, equipment, machinery, and other articles\n         attached to said buildings, structures and improvements (sometimes\n         hereinafter referred to as the 'Improvements');\n\n                  (e) all fixtures, appliances, machinery, equipment, furniture,\n         furnishings and articles of personal property now or hereafter affixed\n         to, placed upon or used in connection with the operation of any of said\n         Premises; all gas, steam, electric, water and other heating, cooking,\n         refrigerating, lighting, plumbing, ventilating, irrigating and power\n         systems, machines, appliances, fixtures, and appurtenances which are\n         now or may hereafter pertain or be used with, in or on said Premises,\n         even though they may be detached or detachable and all building\n         improvement and construction materials, supplies and equipment\n         hereafter delivered to said land contemplating installation or use in\n         the construction thereon and all rights and interests of Borrower in\n         building permits and architectural plans and specifications relating to\n         contemplated constructions or Improvements on said Premises and all\n         rights and interests of Borrower in present or future mortgage loan\n         commitments pertaining to any of said Premises or Improvements thereon\n         (sometimes hereinafter referred to as the 'Personal Property');\n\n                  (f) all awards and proceeds of condemnation for the Premises\n         or any part thereof to which Borrower is entitled for any taking of all\n         or any part of the Premises by condemnation or exercise of the right of\n         eminent domain. All such awards and condemnation proceeds are hereby\n         assigned to Lender and the Lender is hereby authorized, subject to the\n         provisions contained in this Mortgage, to apply such awards and\n         condemnation proceeds or any part thereof, after deducting therefrom\n         any expenses incurred by the Lender in the collection or handling\n         thereof, toward the payment, in full or in part, of the Note,\n         notwithstanding the fact that the amount owing thereon may not then be\n         due and payable;\n\n                  (g) all right, title and interest in and to and payments under\n         any performance or payment bonds issued with respect to the Premises or\n         for the construction of improvements thereon, to which Borrower is\n         entitled;\n\n                  (h) all rents, issues and profits of the Premises and all \n         the estate, right, title and interest of every nature whatsoever of \n         the Borrower in and to the same;\n\n                  (i) all accounts (including contract rights) and general\n         intangibles pertaining to or arising from or in connection with all or\n         any part of the Mortgaged Property, as hereinafter defined, including\n         without limitation all proceeds and choses in action arising under any\n         insurance policies maintained with respect to all or any part of the\n         Mortgaged Property; and,\n\n                  (j) all proceeds, products, replacements,  additions, \n         substitutions, renewals and accessions of any of the \n         foregoing items.\n\n                              38\n\n\nAll of the foregoing real and personal property, and all rights, privileges and\nfranchises are collectively referred to as the 'Mortgaged Property.'\n\n\n         TO HAVE AND TO HOLD all and singular the Mortgaged Property hereby\nconveyed, and the tenements, hereditaments and appurtenances thereunto belonging\nor in anywise appertaining, and the reversion and reversions, remainder and\nremainders, rents, issues and profits thereof and also all the estate, right,\ntitle interest property, possession, claim and demand whatsoever as well in law\nas in equity of the said Borrower in and to the same and every part and parcel\nthereof unto the said Lender in fee simple.\n\n         PROVIDED ALWAYS that if the Borrower shall pay to the Lender any and\nall indebtedness due by Borrower to Lender (including the indebtedness evidenced\nby the Note and any and all renewals of the same) and shall perform, comply with\nand abide by each and every stipulation, agreement, condition, and covenant of\nthe Note and of this Mortgage; then this Mortgage and the estate hereby created\nshall cease and be null and void. Provided, it is further covenanted and agreed\nby the parties hereto that this Mortgage also secures the payment of and\nincludes all future or further advances as hereinafter set forth, to the same\nextent as if such made on the date of the execution of this Mortgage, and any\ndisbursements made for the payment of tax, levies or insurance on the Mortgaged\nProperty, with interest on such disbursements at the Default Rate as hereinafter\ndefined.\n\n         To protect the security of this Mortgage, the Borrower further\ncovenants, warrants and agrees with the Lender as follows:\n\n                                    ARTICLE I\n                      COVENANTS AND AGREEMENTS OF BORROWER\n\n         1.01 Payment of Secured Obligations. Borrower shall pay when due the\nprincipal of, and the interest on, the indebtedness evidenced by the Note, and\nthe charges, fees and the principal of, and interest on, any future advances\nsecured by this Mortgage and shall otherwise comply with all the terms of the\nNote and this Mortgage.\n\n         1.02 Warranties and Representations. Borrower hereby covenants with\nLender that Borrower is indefeasibly seized of the Mortgaged Property in fee\nsimple; that the Borrower has full power and lawful right to convey the same in\nfee simple as aforesaid; that it shall be lawful for Borrower at all times\npeaceably and quietly to enter upon, hold, occupy and enjoy said Mortgaged\nProperty and every part thereof; that Borrower will make such further assurances\nto perfect the lien interest in said premises in Lender, as may reasonably be\nrequired; and that Borrower does hereby fully warrant the title to the Mortgaged\nProperty and every part thereof and will defend the same against the lawful\nclaims of all persons whomsoever.\n\n         Borrower further represents and warrants to Lender that all\ninformation, reports, paper and data given to Lender with respect to Borrower,\nand to the loan evidenced by the Note and Mortgage are accurate and correct in\nall material respects and complete insofar as may be necessary to give Lender a\ntrue and accurate knowledge of the subject matter.\n\n                             39\n\n\n\n         1.03 Ground Leases, Leases, Subleases and Easements. Borrower, at\nBorrower's sole cost and expense, shall maintain and cause to be performed all\nof the covenants, agreements, terms, conditions and provisions on its part to \nbe kept, observed and performed under any ground lease, lease, sublease or\neasements which may constitute a portion of or an interest in the Premises,\nshall require its tenants or subtenants to keep, observe and perform all the\ncovenants, agreements, terms, conditions and provisions on their part to be\nkept, observed or performed under any and all ground leases, leases, subleases\nor easements; and shall not suffer or permit any breach or default to occur with\nrespect to the foregoing; and in default thereof the Lender shall have the right\nto perform or to require performance of any such covenants, agreements, terms,\nconditions and provisions of any such ground lease, lease, sublease or easements\nand to add any expense incurred in connection therewith to the debt secured\nhereby, which such expense shall bear interest from the date of payment to the\ndate of recovery by the Lender at the Default Rate as hereinafter defined. Any\nsuch payment by the Lender with interest thereon shall be immediately due and\npayable. The Borrower shall not, without the consent of the Lender, consent to\nthe modification, amendment, cancellation, termination or surrender of any such\nground lease, lease, sublease, or easement.\n\n         No release or forbearance of any of Borrower's obligation under any\nsuch ground lease, lease, or sublease shall release Borrower from any of its\nobligations under this Mortgage.\n\n         1.04 Required Insurance. Borrower will, at Borrower's sole cost and\nexpense, maintain or cause to be maintained with respect to the Mortgaged \nProperty, and each part thereof, the following insurance:\n\n                  (a) Insurance against loss or damage to the Improvement by\n         fire and any of the risks covered by insurance of the type now known as\n         'fire and extended coverage' in an amount not less than the original\n         amount of the Note or the full replacement cost of the Improvements\n         whichever is less; and\n\n                  (b) Such other insurance, and in such amounts, as may from\n         time to time be required by Lender against the same or other hazards.\n\n         All policies of insurance required by the terms of this Mortgage shall\ncontain an endorsement or agreement by the insurer that any loss shall be\npayable in accordance with the terms of such policy notwithstanding any act or\nnegligence of Borrower which might otherwise result in forfeiture of said\ninsurance and the further agreement of the insurer waiving all rights of set\noff, counterclaim or deductions against Borrower.\n\n         Borrower may effect for its own account any insurance not required\nunder this Section 1.04, but any such insurance effected by Borrower on the\nPremises, whether or not so required, shall be for the mutual benefit of\nBorrower and Lender and shall be subject to the other provisions of this\nMortgage.\n\n         1.05 Delivery of Policies, Payment of Premiums. All policies of\ninsurance shall be issued by companies and in amounts in each company\nsatisfactory to Lender. All policies of insurance shall have attached thereto a\nlender's loss payment endorsement for the benefit of Lender in form satisfactory\nto \n\n                              40\n\n\nLender. Borrower shall furnish Lender with an original policy of all policies\nof required insurance. If Lender consents to Borrower providing any of the\nrequired insurance through blanket policies carried by Borrower and covering\nmore than one location, then Borrower shall furnish Lender with a certificate of\ninsurance for each such policy setting forth the coverage, the limits of\nliability, the name of the carrier, the policy number, and the expiration date.\nAt least thirty (30) days prior to the expiration of each such policy, Borrower\nshall furnish Lender with evidence satisfactory to Lender of the Payment of\npremium and the reissuance of a policy continuing insurance in force as required\nby this Mortgage. All such policies shall contain a provision that such policies\nwill not be canceled or materially amended, which term shall include any\nreduction in the scope or limits of coverage, without at least thirty (30) days\nprior written notice to Lender. In the event Borrower fails to provide,\nmaintain, keep in force or deliver and furnish to Lender the policies of\ninsurance required by this Section, Lender may procure such insurance or single\ninterest insurance for such risks covering Lender's interest, and Borrower will\npay all premiums thereon promptly upon demand by Lender, and until such payment\nis made by Borrower the amount of all such premiums together with interest\nthereon at the rate of interest after maturity or default provided in the Note\nor the maximum rate permitted by Florida law, whichever is less (the 'Default\nRate'), and shall be deemed to be a part of the indebtedness secured by this\nMortgage.\n\n         1.06     Insurance  Proceeds.  After the happening of any casualty to \nthe Mortgaged  Property or any part thereof, Borrower shall give prompt written \nnotice thereof to Lender.\n\n                  (a) In the event of any damage to or destruction of the\n         Mortgaged Property, Lender shall have the option in its sole discretion\n         of applying or paying all or part of the insurance proceeds (I) to any\n         indebtedness secured hereby and in such order as Lender may determine,\n         or (ii) to the restoration of the Improvements, or (iii) to Borrower.\n\n                  (b) In the event of such loss or damage, all proceeds of\n         insurance shall be payable to Lender, and Borrower hereby authorizes\n         and directs any affected insurance company to make payment of such\n         proceeds directly to Lender. Lender is hereby authorized and empowered\n         by Borrower to settle, adjust or compromise any claims for loss, damage\n         or destruction under any policy or policies of insurance.\n\n                  (c) Except to the extent that insurance proceeds are received\n         by Lender and applied to the indebtedness secured hereby, nothing\n         herein contained shall be deemed to excuse Borrower from repairing or\n         maintaining the Mortgaged Property as provided in this Mortgage or\n         restoring all damage or destruction to the Mortgaged Property,\n         regardless of whether or not there are insurance proceeds available or\n         whether any such proceeds are sufficient in amount, and the application\n         or release by Lender of any insurance proceeds shall not cure or waive\n         any default or notice of default under this Mortgage or invalidate any\n         act done pursuant to such notice.\n\n         1.07 Assignment of Policies Upon Foreclosure. In the event of\nforeclosure of this Mortgage or other transfer of title or assignment of the\nMortgaged Property in extinguishment, in whole or in part, of the debt secured\nhereby, all right, title and interest of the Borrower in and to all policies of\ninsurance required by this Section shall inure to the benefit of and pass the\nsuccessor in interest to Borrower or the purchaser or grantee of the Mortgaged\nProperty. Borrower hereby appoints Lender its attorney-in-fact to endorse any\nchecks, drafts or other instruments representing any proceeds of such insurance,\nwhether \n\n                               41\n\n\npayable by reason of loss thereunder or otherwise.\n\n         1.08 Taxes, Utilities and Impositions. Borrower will pay, or cause to\nbe paid and discharged, on or before the last day on which they may be paid\nwithout penalty or interest, all such duties, taxes, sewer rents, charges for\nwater, or for setting or repairing of meters, and all other utilities on the\nMortgaged Property or any part thereof, and any assessments and payments, usual\nor unusual, extraordinary or ordinary, which shall be imposed upon or become due\nand payable or become a lien upon the Premises or any part thereof and the\nsidewalks or streets in front thereof and any vaults therein by virtue of any\npresent or future law of the United States or of the State, County, or City\nwherein the Premises are located (all of the foregoing being herein collectively\ncalled 'Impositions'). In default of any such payment of any imposition, Lender\nmay pay the same and the amount so paid by Lender shall, at the Lender's option,\nbecome immediately due and payable with interest at the Default Rate and shall\nbe deemed part of the indebtedness secured by this Mortgage.\n\n         If at any time there shall be assessed or imposed (i) a tax or\nassessment on the Premises in lieu of or in addition to the Impositions payable\nby Borrower pursuant to this Section or (ii) a license fee, tax or assessment\nimposed on Lender and measured by or based in whole or in part upon the amount\nof the outstanding obligations secured hereby, then all such taxes, assessments\nor fees shall be deemed to be included within the term 'Impositions' as defined\nin this Section, and Borrower shall pay and discharge the same as herein\nprovided with respect to the payment of Impositions or at the option of Lender,\nall obligations secured hereby, together with all accrued interest thereon,\nshall immediately become due and payable. Anything to the contrary herein\nnotwithstanding, Lender shall have no obligation to pay any franchise, estate,\ninheritance, income, excess profits or similar tax levied on Borrower or on the\nobligations secured hereby.\n\n         Borrower will pay all mortgage recording taxes and fees payable with\nrespect to this Mortgage or other mortgage or transfer taxes due on account of\nthis Mortgage or the Note secured hereby.\n\n         Borrower will exhibit to Lender the original receipts or other\nreasonably satisfactory proof of the payment of all Impositions which may affect\nthe Mortgaged Property or any part thereof or the lien of the Mortgage promptly\nfollowing the last date on which each Imposition is payable hereunder.\n\n         Notwithstanding the foregoing, Borrower shall have the right, after\nprior written notice to Lender, to contest at its own expense the amount and\nvalidity of any Imposition affecting the Mortgaged Property by appropriate\nproceedings conducted in good faith and with due diligence and to postpone or\ndefer payment thereof, if and so long as:\n\n                  (a) Such  proceedings shall operate to suspend the collection\n         of such Imposition from Borrower or the Mortgaged Property; or\n\n                  (b) Neither the Mortgaged Property  nor any part thereof would\n         be in  immediate  danger of being forfeited or lost by reason of such \n         proceedings, postponement or deferment; and\n\n                  (c) In the case of any Imposition affecting the Mortgaged\n         Property which might be or become a lien, encumbrance or charge upon or\n         result in any forfeiture or loss of the Mortgaged \n\n                               42\n\n\n         Property or any part thereof, or which might result in loss or \n         damage to Borrower or Lender, Borrower, prior to the date such \n         Imposition would become delinquent, shall have furnished Lender \n         with security satisfactory to Lender, and, in the event that such \n         security is furnished, Lender shall not have the right during the \n         period of the contest to pay, remove or discharge the Imposition.\n\n         1.09 Maintenance, Repairs, Alterations. Borrower shall keep the\nMortgaged Property, or cause the same to be kept, in good condition and repair\nand fully protected from the elements to the satisfaction of Lender; Borrower\nshall not commit nor permit to be committed waste thereon and shall not do nor\npermit to be done any act by which the Mortgaged Property shall become less\nvaluable; Borrower will not remove, demolish or structurally alter any of the\nImprovements (except such alterations as maybe required by laws, ordinances or\nregulations) without the prior written permission of the Lender; Borrower shall\ncomplete promptly and in good and workmanlike manner any building or other\nimprovement which may be constructed on the Premises and promptly restore in\nlike manner any Improvements which may be damaged or destroyed thereon and will\npay when due all claims for labor performed and materials furnished therefor;\nBorrower shall use and operate, and shall require its lessees or licensees to\nuse or operate, the Mortgaged Property in compliance with all applicable laws,\nordinance, regulations, covenants, conditions and restrictions, and with all\napplicable requirements of any ground lease, lease or sublease now or hereafter\naffecting the Premises or any part thereof. Unless required by law or unless\nLender has otherwise agreed in writing, Borrower shall not allow changes in the\nstated use of Mortgaged Property from that which was disclosed to Lender at the\ntime of execution hereof. Borrower shall not initiate or acquiesce to a zoning\nchange of the Mortgaged Property without the prior notice to and consent of\nLender. Lender and its representatives shall have access to the Premises at all\nreasonable times to determine whether Borrower is complying with its obligations\nunder this Mortgage, including, but not limited to, those set out in this\nSection.\n\n         1.10 Escrows for Taxes, Insurance, Assessments. In order to more fully\nprotect the security of this Mortgage, the Lender, at its option, in the event\nBorrower at any time fails to make payment when due of all taxes, assessments,\npublic charges and insurance premiums as herein elsewhere required, may require\nthe Borrower to deposit with the Lender, together with and in addition to each\nmonthly payment due on account of the indebtedness evidenced by the Note, an\namount equal to one-twelfth (1\/12) of the annual total of such taxes,\nassessments, charges and premiums (all as estimated by the Lender in its sole\ndiscretion) so as to place sufficient funds in the hands of Lender for the\npayment of such taxes, assessments, charges and premiums as the same shall\nbecome due, and the Lender may hold the sums so deposited without interest and\ncommingled with its general funds and apply the same to the payment of said\ntaxes, assessments, charges or premiums as they become due and payable. If at\nany time the funds so held by Lender are insufficient to pay such taxes,\nassessments, charges or premiums as they become due and payable, the Borrower\nshall immediately, upon notice and demand by Lender, deposit with Lender the\namount of such deficiency, and the failure on the part of the Borrower to do so\nshall entitle the Lender, at its option, to itself make such payments in\naccordance with its right and pursuant to the conditions elsewhere in this\nMortgage provided. Whenever any default exists under this Mortgage, Lender may,\nat its option, and without obligation so to do, apply any funds so held by it\nupon such of the indebtedness secured hereby, and in such order and manner of\napplication as Lender may elect.\n\n         1.11 Eminent Domain. Should the Mortgaged Property, or any part thereof\nor interest therein, \n\n                                     43\n\n\nbe taken or damaged by reason of any public use or improvement or condemnation \nproceeding, or in any other manner ('Condemnation'), or should Borrower receive\nany notice or other information regarding such Condemnation, Borrower shall \ngive prompt written notice thereof to Lender.\n\n                  (a) Lender shall be entitled to all compensation, awards and\n         other payments or relief granted in connection with such Condemnation,\n         and shall be entitled, at its option, to commence, appear in and\n         prosecute in its own name any action or proceedings relating thereto.\n         Lender shall also be entitled to make any compromise or settlement in\n         connection with such taking or damage. All such compensation, awards,\n         damages, rights of action and proceeds awarded to Borrower (the\n         'Proceeds') are hereby assigned to Lender and Borrower agrees to\n         execute such further assignments of the Proceeds as Lender may require.\n\n                  (b) In the event any portion of the Mortgaged Property is so\n         taken or damaged, Lender shall have the option in its sole and absolute\n         discretion, to apply all such Proceeds, after deducting therefrom all\n         costs and expenses (regardless of the particular nature thereof and\n         whether incurred with or without suit), including attorneys' fees,\n         incurred by it in connection with such Proceeds, upon any indebtedness\n         secured hereby, or to apply all such Proceeds, after such deductions,\n         to the restoration of the Mortgaged Property upon such conditions as\n         Lender may determine. Such application or release shall not cure or\n         waive any default or notice of default hereunder or invalidate any act\n         done pursuant to such notice.\n\n                  (c) Any amounts received by Lender hereunder (after payment of\n         any costs in connection with obtaining same), shall, if retained by\n         Lender, be applied in payment of any accrued interest and then in\n         reduction of the then outstanding principal sum of the Note,\n         notwithstanding that the same may not then be due and payable. Any\n         amount so applied to principal shall be applied to the payment of\n         installments of principal on the Note in inverse order of their due\n         dates.\n\n         1.12 Actions by Lender to Preserve the Security of This Mortgage. If\nthe Borrower fails to make any payment or to do any act as and in the manner\nprovided for in this Mortgage or the Note, the Lender, in its own discretion,\nwithout obligation so to do and without notice to or demand upon Borrower and\nwithout releasing Borrower from any obligation, may make or do the same in such\nmanner and to such extent as the Lender may deem necessary to protect the\nsecurity hereof. Borrower will pay upon demand all expenses incurred or paid by\nLender (including, but not limited to, attorneys fees and court costs including\nthose of appellate and bankruptcy proceedings) on account of the exercise of any\nof the aforesaid rights or privileges or on account of any litigation which may\narise in connection with this Mortgage or the Note or on account of any attempt,\nwithout litigation, to enforce the terms of this Mortgage or said Note. In case\nthe Mortgaged Property or any part thereof shall be advertised for foreclosure\nsale and not sold, Borrower shall pay all costs in connection therewith.\n\n         In the event that the Lender is called upon to pay any sums of money to\nprotect this Mortgage and the Note as aforesaid, all monies advanced or due\nhereunder shall become immediately due and payable, together with interest at\nthe Default Rate, computed from the date of such advance to the date of the\nactual receipt of payment thereof by the Lender.\n\n                               44\n\n\n         1.13 Cost of Collection. In the event this Mortgage is placed in the\nhands of an attorney for the collection of any sum payable hereunder, the\nBorrower agrees to pay all costs of collection, including reasonable attorneys\nfees including those in all appellate and bankruptcy proceedings, incurred by\nthe Lender, either with or without the institution of any action or proceeding,\nand in addition to all costs, disbursements and allowances provided by law. All\nsuch costs so incurred shall be deemed to be secured by this Mortgage.\n\n         1.14 Survival of Warranties. All representations, warranties and\ncovenants of Borrower contained herein or incorporated by reference shall\nsurvive funding of the loan evidenced by the Note and shall remain continuing\nobligations, warranties and representations of Borrower during any time when any\nportion of the obligations secured by this Mortgage remain outstanding.\n\n         1.15 Additional Security. In the event Lender at any time holds\nadditional security for any of the obligations secured hereby, it may enforce\nthe sale thereof or otherwise realize upon the same, at its option, either\nbefore or concurrently herewith or after a sale is made hereunder.\n\n         1.16 Inspections. Lender, or its agents, representatives or workmen,\nare authorized to enter at any reasonable time upon or on any part of the\nPremises for the purpose of inspecting the same, and for the purpose of\nperforming any of the acts it is authorized to perform under the terms of this\nMortgage.\n\n         I.1 Liens. Borrower shall pay and promptly discharge, at Borrower's\ncost and expense, all liens, encumbrances and charges upon the Mortgaged\nProperty or any part thereof or interest therein. Borrower shall have the right\nto contest in good faith the validity of any such lien, encumbrance or charge,\nprovided Borrower shall first deposit with Lender a bond or other security\nsatisfactory to Lender in such amounts as Lender shall reasonably require, and\nprovided further that Borrower shall thereafter diligently proceed to cause such\nlien, encumbrance or charge to be removed and discharged. If Borrower shall fail\nto discharge any such lien, encumbrance or charge, then, in addition to any\nother right or remedy of Lender, the Lender may, but shall not be obligated to,\ndischarge the same, either by paying the amount claimed to be due, or by\nprocuring the discharge of such lien by depositing in court a bond for the\namount claimed or otherwise giving security for such claim, or in such manner as\nis or may be prescribed by law. Any amount so paid by the Lender shall, at\nLender's option, become immediately due and payable with interest at the Default\nRate, and shall be deemed part of the indebtedness secured by this Mortgage.\n\n         1.18 Future Advances. This Mortgage is given to secure not only\nexisting indebtedness, but also future advances, whether such advances are\nobligatory or are to be made at the option of Lender, or otherwise, as are made\nwithin twenty (20) years from the date hereof, to the same extent as if such\nfuture advances are made on the date of the execution of this Mortgage. The\ntotal amount of indebtedness that maybe so secured may decrease to a zero amount\nfrom time to time, or may increase from time to time, but the total unpaid\nbalance so secured at one time shall not exceed twice the face amount of the\nNote, plus interest thereon, and any disbursements made for the payment of\ntaxes, levies or insurance on the Mortgaged Property, with interest on such\ndisbursements at the Default Rate as hereinafter defined.\n\n         1.19     No Limitation of Future Advance Rights.  Borrower covenants\nand agrees with Lender that:\n\n                                      45\n\n\n                  (a) Borrower waives and agrees not to assert any right to\n         limit future advances under this Mortgage, and any such attempted\n         limitation shall be null, void and of no force and effect. Any\n         correspondence by Borrower regarding the future advances must be sent\n         to Lender at the address set forth above and to Lender's counsel: Casey\n         Cavanaugh, Esquire, Lowndes, Drosdick, Doster, Kantor &amp; Reed,\n         Professional Association, Post Office Box 2809, Orlando, Florida\n         32802-2809.\n\n                  (b) An event of default under the Mortgage shall automatically\n         exist (I) if Borrower executes any instrument which purports to have or\n         would have the effect of impairing the priority of or limiting any\n         future advance which might ever be made under the Mortgage or (ii) if\n         Borrower takes, suffers, or permits any action or occurrence which\n         would adversely affect the priority of any future advance which might\n         ever be made under the Mortgage.\n\n         1.20 Appraisals. Borrower covenants and agrees that Lender may obtain\nan appraisal of the Mortgaged Property when required by the regulations of the\nFederal Reserve Board or the Office of the Comptroller of the Currency or at\nsuch other times as the Lender may reasonably require. Such appraisals shall be\nperformed by an independent third party appraiser selected by the Lender. The\ncost of such appraisal shall be borne by the Borrower. Borrower's failure or\nrefusal to sign such an engagement letter however shall not impair Lender's\nright to obtain such an appraisal. Borrower agrees to pay the cost of such\nappraisal within ten (10) days after receiving an invoice for such appraisal.\n\n                                   ARTICLE II\n                        ASSIGNMENT OF LEASES, SUBLEASES,\n                     FRANCHISES, RENTS, ISSUES AND PROFITS\n\n         2.01 Assignment of Rents. Borrower hereby collaterally assigns and\ntransfers to Lender all the leases, subleases, franchises, rents, issues and\nprofits of the Mortgaged Property, and hereby gives to and confers upon Lender\nthe right, power and authority to collect such rents, issues and profits as\nherein set forth. Borrower irrevocably appoints Lender its true and lawful\nattorney-in-fact. In the event of default under the Note or this Mortgage,\nLender shall have the right, at its option, immediately and without further\nlegal action being necessary, to demand, receive and enforce payment, to give\nreceipts, releases and satisfactions, and to sue, in the name of Borrower or\nLender, for all such rents, issues and profits and apply the same to the\nindebtedness secured hereby; provided, however, that Borrower shall have the\nright to collect such rents, issues and profits (but not more than one month in\nadvance) prior to or so long as there is not an event of default under this\nMortgage.\n\n         2.02 Collection Upon Default. Upon any event of default under this\nMortgage, Lender may, at any time without notice, either in person, by agent or\nby a receiver appointed by a court, and without regard to the adequacy of any\nsecurity for the indebtedness hereby secured, enter upon and take possession of\nthe Mortgaged Property, or any part thereof, in its own name, sue for or\notherwise collect such rents, issues and profits, including those past due and\nunpaid, and apply the same, less costs and expenses of operation and collection,\nincluding attorneys' fees, upon any indebtedness secured hereby, and in such\norder as Lender may determine. The collection of such rents, issues and profits,\nor the entering upon and taking possession of the Mortgaged Property, or the\napplication thereof as aforesaid, \n\n                                 46\n\n\nshall not cure or waive any default or notice of default hereunder or \ninvalidate any act done in response to such default or pursuant to such \nnotice of default.\n\n         2.03 Restriction on Further Assignments, etc. Except as hereinafter\nspecifically provided, Borrower shall not, without the prior written consent of\nthe Lender, assign the rents, issues or profits, or any part thereof, from the\nMortgaged Property or any part thereof, and shall not consent to the\nmodification, cancellation or surrender of any lease or sublease covering the\nMortgaged Property. An action of Borrower in violation of the terms of this\nSection shall be void as against Lender in addition to being a default under\nthis Mortgage.\n\n         The Borrower shall not, without the consent of the Lender, consent to\nthe cancellation or surrender or, accept prepayment of rents, issues or profits,\nother than rent paid at the signing of a lease or sublease, under any lease or\nsublease now or hereafter covering the Mortgaged Property or any part thereof,\nnor modify any such lease or sublease so as to shorten the term, decrease the\nrent, accelerate the payment of rent, or change the terms of any renewal option;\nand any such purported assignment, cancellation, surrender, prepayment or\nmodification made without the written consent of the Lender shall be void as\nagainst the Lender. The Borrower shall, upon demand of the Lender, enter into an\nagreement with the Lender with respect to the provisions contained in the\npreceding provision regarding any lease or sublease covering said Mortgaged\nProperty or any part thereof, and the Borrower hereby appoints the Lender\nattorney-in-fact of the Borrower to execute and deliver any such agreement on\nbehalf of the Borrower and deliver written notice thereof to the tenant to whose\nlease such agreement relates.\n\n         The Borrower agrees to furnish to the Lender a copy of any modification\nof any lease presently in effect and copies of all future leases affecting the\nMortgaged Property covered by this Mortgage, and failure to furnish to the\nLender a copy of any modification of a lease or a copy of any future lease\naffecting said Mortgaged Property, shall be deemed a default under this Mortgage\nand the Note, for which the holder of this Mortgage may, at its option, declare\nthe entire unpaid balance of the subject Mortgage and Note to be immediately due\nand payable.\n\n         All leases or subleases hereafter entered into by Borrower with respect\nto the Mortgaged Property or any part thereof, shall be subordinate to the lien\nof this Mortgage unless expressly made superior to this Mortgage in the manner\nhereinafter provided. At any time or times Lender may execute and record in the\nappropriate Office of the Register or County Clerk of the County where the\nPremises are situated, a Notice of Subordination reciting that the lease or\nleases therein described shall be superior to the lien of this Mortgage. From\nand after the recordation of such Notice of Subordination, the lease or leases\ntherein described shall be superior to the lien of this Mortgage and shall not\nbe extinguished by any foreclosure sale hereunder.\n\n                                   ARTICLE III\n                       ENVIRONMENTAL CONDITION OF PREMISES\n\n         3.01     Environmental  Condition of Property.  Borrower  hereby \nwarrants and represents to Lender after thorough investigation that:\n\n                               47\n\n\n                  (a) the premises are now and at all times hereafter will \ncontinue to be in full compliance with all Federal, State and local \nenvironmental laws and regulations, including but not limited to, the \nComprehensive Environmental Response, Compensation and Liability Act of 1980 \n(CERCLA), Public Law No. 96-510, 94 Stat. 2767, and the Superfund Amendments \nand Reauthorization Act of 1986 (SARA), Public law No. 99-499, 100 Stat. 1613, \nand\n\n                  (b) as of the date hereof there are no hazardous materials,\n         substances, waste or other environmentally regulated substances\n         (including without limitation, any materials containing asbestos)\n         located on, in or under the Premises or used in connection therewith.\n         Borrower has obtained and will maintain all licenses, permits and\n         approvals required with respect thereto, and is and will remain in full\n         compliance with all of the terms, conditions and requirements of such\n         licenses, permits and approvals. Borrower further warrants and\n         represents that it will promptly notify Lender of any change in the\n         environmental condition of the Premises or in the nature or extent of\n         any hazardous materials, substances or wastes maintained on, in or\n         under the Premises or used in connection therewith, and will transmit\n         to Lender copies of any citations, orders, notices or other material\n         governmental or other communication received with respect to any other\n         hazardous materials, substances, waste or other environmentally\n         regulated substance affecting the Premises within five (5) days of\n         Borrower's receipt thereof.\n\n         Borrower hereby indemnifies and holds harmless Lender from and against\nany and all damages, penalties, fines, claims, suits, liabilities, costs,\njudgments and expenses (including attorneys', consultant's or expert's fees) of\nevery kind and nature incurred, suffered by or asserted against Lender as a\ndirect or indirect result of:\n\n                  (c) any warranty or  representation  made by Borrower in \n         this  paragraph  being or becoming false or untrue in any material \n         respect or\n\n                  (d) any requirement under the law, regulation or ordinance,\n         local, state or federal, regarding the removal or elimination of any\n         hazardous materials, substances, waste or other environmentally\n         regulated substances.\n\n         Borrower's obligations hereunder shall not be limited to any extent by\nthe term of the Note, and, as to any act or occurrence prior to payment in full\nand satisfaction of said Note which gives rise to liability hereunder, shall\ncontinue, survive and remain in full force and effect notwithstanding\nforeclosure of this Mortgage, where Lender is the purchaser at the foreclosure\nsale, or delivery of a deed in lieu of foreclosure to Lender.\n\n         Lender and its representatives shall have the right to enter onto the\nPremises at reasonable times during the term of this Mortgage for the purpose of\nconducting environmental inspections and testing. The cost of such inspections\nand\/or tests shall be borne by the Borrower if Lender has reason to believe that\nBorrower's representations, covenants, warranties and certifications herein are\nuntrue or have been violated.\n\n                                   ARTICLE IV\n                               SECURITY AGREEMENT\n\n                                      48\n\n\n         4.01 Creation of Security Interest. Borrower hereby grants to Lender a\nsecurity interest in any and all personal property included within the Mortgaged\nProperty (herein the 'Personal Property') located on or at the Premises,\nincluding without limitation any and all property of similar type or kind\nhereafter located on or at the Premises for the purposes of securing all\nobligations of Borrower set forth in this Mortgage. This instrument is a\nself-operative security agreement with respect to the above described property,\nbut Borrower agrees to execute and deliver on demand such other security\nagreements, financing statements and other instruments as Lender may request.\n\n         4.02  Warranties, Representations and Covenants of Borrower.  \nBorrower hereby warrants, represents and\ncovenants as follows:\n\n                  (a) Except for the security interest granted hereby, Borrower\n         is, and as to portions of the Personal Property to be acquired after\n         the date hereof will be, the sole owner of the Personal Property, free\n         from any adverse lien, security interest, encumbrance or adverse claims\n         thereon of any kind whatsoever. Borrower shall notify Lender of, and\n         shall defend the Personal Property against, all claims and demands of\n         all persons at any time claiming the same or any interest therein.\n\n                  (b) Borrower shall not lease, sell, convey or in any manner\n         transfer the Personal Property without the prior written consent of\n         Lender.\n\n                  (c) The Personal Property is not and shall not be used or \n         bought for personal, family or household purposes.\n\n                  (d) The Personal Property shall be kept on or at the Premises\n         and Borrower will not remove the Personal Property from the Premises\n         without the prior written consent of Lender, except such portions or\n         items of Personal Property which are consumed or worn out in ordinary\n         usage, all of which shall be promptly replaced by Borrower.\n\n                  (e) Borrower maintains a place of business in the State of\n         Florida and Borrower shall immediately notify Lender in writing of any\n         change in its place of business as set forth in the beginning of this\n         Mortgage.\n\n                  (f) At the request of the Lender, Borrower shall join Lender\n         in executing one or more financing statements and renewals and\n         amendments thereof pursuant to the Uniform Commercial Code of Florida\n         in form satisfactory to Lender, and will pay the cost of filing the\n         same in all public offices wherever filing is deemed by Lender to be\n         necessary or desirable.\n\n                  (g) All covenants and obligations of Borrower contained herein\n         relating to the Mortgaged Property shall be deemed to apply to the\n         Personal Property whether or not expressly referred to herein.\n\n                  (h) This Mortgage  constitutes a Security  Agreement as that \n         term is used in the Uniform  Commercial Code of Florida.\n\n                                49\n\n\n                                    ARTICLE V\n                              REMEDIES UPON DEFAULT\n\n         5.01     Events of Default. Any one or more of the following shall \nconstitute a default under this Mortgage and the Note hereby secured:\n\n                  (a) Failure of Borrower to make one or more payments required \n         by said Note on the due date thereof.\n\n                  (b) Failure of Borrower to pay the amount of any costs,\n         expenses and fees (including counsel fees) of the Lender, with interest\n         thereon, as required by any provision of this Mortgage.\n\n                  (c) Failure to exhibit to the Lender, within ten (10) days\n         after demand, receipts showing payment of real estate taxes and\n         assessments.\n\n                  (d) Except as hereinbefore permitted, the actual or threatened\n         alteration, demolition or removal of any building on the Premises\n         without written consent of the Lender.\n\n                  (e) Failure to maintain the Improvements on the Premises as\n         herein required, free of any liens placed or threatened during the term\n         hereof.\n\n                  (f) Failure to comply with any requirements or order or notice\n         of violation of law or ordinance issued by any governmental department\n         claiming jurisdiction over the Mortgaged Property within three (3)\n         months from the issuance thereof, or before any such violation becomes\n         a lien against the Mortgaged Property, whichever first occurs.\n\n                  (g) Failure of Borrower or others to comply with or perform\n         any other warranty, covenant or agreement contained herein, in the\n         Note, in the Construction Loan Agreement, if any, Commitment Letter or\n         in any other document executed by Borrower in conjunction with this\n         transaction, of even date herewith.\n\n                  (h) Any breach of any covenant or warranty or material untruth\n         of any representation of Borrower contained in this Mortgage, or the\n         Note or any guaranty executed in conjunction herewith.\n\n                  (i) The institution of any bankruptcy, reorganization or\n         insolvency proceedings against the then owner or Borrower in possession\n         of the Mortgaged Property, or any guarantor, or the appointment of a\n         receiver or a similar official with respect to all or a substantial\n         part of the properties of the then owner or Borrower in possession of\n         the Mortgaged Property and a failure to have such proceedings dismissed\n         or such appointment vacated within a period of forty-five (45) days.\n\n                  (j) The institution of any voluntary bankruptcy,\n         reorganization or insolvency proceedings by the then owner or Borrower\n         in possession of the Mortgaged Property, or any \n\n                         50\n\n\n         guarantor, or the appointment of a receiver or a similar official with \n         respect to all or a substantial part of the properties of the then \n         owner or Borrower in possession of the Mortgaged Property at the \n         instance of the then owner or Borrower in possession of the \n         Mortgaged Property.\n\n                  (k) The assertion or making of any levy, seizure, forfeiture\n         action, mechanic's or materialman's lien or attachment on the Mortgaged\n         Property or any part thereof.\n\n                  (l) If default shall occur in any loan now or hereafter in\n         existence between Lender and Borrower or any mortgage encumbering\n         property in which the Borrower or any guarantor has any interest\n         whatsoever, and, conversely, the occurrence of an Event of Default\n         hereunder shall also constitute a default under any such other loan.\n\n                  (m) The occurrence of any Event of Default under the Note, or\n         any loan agreement or guaranty, whether or not such event is\n         specifically set forth herein.\n\n         5.02 Default Rate. The Default Rate shall be the highest rate allowable\nby law at the time of default, provided, however, that at no time shall any\ninterest or charges in the nature of interest be taken, exacted, received or\ncollected which would exceed the maximum rate permitted by law.\n\n         5.03 Acceleration Upon Default, Additional Remedies. In the event that\none or more defaults as above provided shall occur, the remedies available to \nLender shall include, but not necessarily be limited to, any one or more of the\nfollowing:\n\n                  (a) Lender may declare the entire unpaid balance of the Note\n         immediately due and payable without notice.\n\n                  (b) Lender may take immediate possession of the Mortgaged\n         Property or any part thereof(which Borrower agrees to surrender to\n         Lender) and manage, control or lease the same to such person or persons\n         and at such rental as it may deem proper and collect all rents, issues\n         and profits, therefrom, including those past due as well as those\n         thereafter accruing, with the right in the Lender to cancel any lease\n         or sublease for any cause which would entitle Borrower to cancel the\n         same; to make such expenditures for maintenance, repairs and costs of\n         operation as it may deem advisable; and after deducting the cost\n         thereof and a commission of five (5%) percent upon the gross amount of\n         rents collected, to apply the residue to the payment of any sums which\n         are unpaid hereunder or under the Note. The taking of possession under\n         this paragraph shall not prevent concurrent or later proceedings for\n         the foreclosure sale of the Mortgaged Property as provided elsewhere\n         herein.\n\n                  (c) Lender may apply to any court of competent jurisdiction\n         for the appointment of a receiver or similar official to manage and\n         operate the Mortgaged Property, or any part thereof, and to apply the\n         net rents and profits therefrom to the payment of the interest and\/or\n         principal of said Note and\/or any other obligations of Borrower to\n         Lender hereunder. In event of such application, Borrower agrees to\n         consent to the appointment of such receiver or similar official, and\n         agrees that such receiver or similar official may be appointed without\n         notice to Borrower without regard to the adequacy of any security for\n         the debts and without regard to the solvency of \n\n                           51\n\n\n         Borrower or any other person, firm or corporation who or which may be \n         liable for the payment of the Note or any other obligation of Borrower \n         hereunder.\n\n                  (d) Without declaring the entire unpaid principal balance due,\n         the Lender may foreclose only as to the sum past due, without injury to\n         this Mortgage or the displacement or impairment of the remainder of the\n         lien thereof, and at such foreclosure sale the property shall be sold\n         subject to all remaining items of indebtedness; and Lender may again\n         foreclose, in the same manner, as often as there may be any sum past\n         due.\n\n                  (e) Lender may withhold disbursement, at Lender's option, of\n         all or any portion of loan proceeds, for so long as any event,\n         circumstance or condition exists which would give rise to an Event of\n         Default.\n\n         5.04 Additional Provisions. Borrower expressly agrees, on behalf of \nitself, its successors and assign and any future owner of the Mortgaged \nProperty, or any part thereof or interest therein, as follows:\n\n                  (a) All remedies available to Lender with respect to this\n         Mortgage shall be cumulative and may be pursued concurrently or\n         successively. No delay by Lender in exercising any such remedy shall\n         operate as a waiver thereof or preclude the exercise thereof during the\n         continuance of that or any subsequent default.\n\n                  (b) The obtaining of a judgment or decree on the Note, whether\n         in the State of Florida or elsewhere, shall not in any manner affect\n         the lien of this Mortgage upon the Mortgaged Property covered hereby,\n         any judgment or decree so obtained shall be secured to the same extent\n         as said Note is now secured.\n\n                  (c) In the event of any foreclosure sale hereunder, all net\n         proceeds shall be available for application to the indebtedness hereby\n         secured whether or not such proceeds may exceed the value of the\n         Mortgaged Property for unpaid taxes, liens, assessments and any other\n         costs relating to the Mortgaged Property.\n\n                  (d) The only limitation upon the foregoing agreements as to\n         the exercise of Lender's remedies is that there shall be but one full\n         and complete satisfaction of the indebtedness secured hereby.\n\n                  (e) The Borrower shall duly, promptly and fully perform each\n         and every term and provision of any Construction or other Loan\n         Agreement which has been executed and delivered by the parties hereto\n         simultaneously with the execution and delivery hereof, the terms of\n         which Construction or other Loan Agreement are incorporated herein by\n         reference. The lien of this Mortgage secures the payment of all sums\n         payable to Lender and the performance of all covenants and agreements\n         of Borrower under the terms of any Construction or other Loan\n         Agreement.\n\n         5.05 Remedies Not Exclusive. Lender shall be entitled to enforce\npayment and performance \n\n                               52\n\n\nof any indebtedness or obligations secured hereby and to exercise all rights and\npowers under this Mortgage or the Note or under any other agreement or any laws\nnow or hereafter in force, notwithstanding some or all of the said indebtedness\nand obligations secured hereby may now or hereafter be otherwise secured, \nwhether by mortgage, deed of trust, pledge, lien, assignment or otherwise. \nNeither the acceptance of this Mortgage nor its enforcement shall prejudice \nor in any manner affect Lender's right to realize upon or enforce any other \nsecurity now or hereafter held by Lender, it being agreed that Lender shall \nbe entitled to enforce this Mortgage and any other security now or hereafter \nheld by Lender in such order and manner as Lender may in its absolute \ndiscretion determine. No remedy herein conferred upon or reserved to Lender \nis intended to be exclusive of any other remedy herein or by law provided or \npermitted, but each shall be cumulative and shall be in addition to every other\nremedy given hereunder or not or hereafter existing at law or in equity or by \nstatute. Every power or remedy given to Lender or to which it may be otherwise\nentitled may be exercised, concurrently or independently, from time to time \nand as often as may be deemed expedient by Lender and it may pursue \ninconsistent remedies.\n\n         5.06 Arbitration. Upon demand of any party hereto, whether made before\nor after institution of any judicial proceeding, any dispute, claim or\ncontroversy arising out of, connected with or relating to this Mortgage and\nother Loan Documents ('Disputes') between or among parties to this Mortgage,\nshall be resolved by binding arbitration as provided herein. Institution of a\njudicial proceeding by a party does not waive the right of that party to demand\narbitration hereunder. Disputes may include, without limitation, tort claims,\ncounterclaims, disputes as to whether a matter is subject to arbitration, claims\nbrought as class actions, claims arising from Loan Documents executed in the\nfuture, or claims arising out of or connected with the transaction reflected by\nthis Mortgage. Arbitration shall be conducted under and governed by the\nCommercial Financial Disputes Arbitration Rules (the 'Arbitration Rules') of the\nAmerican Arbitration Association (the 'AAA') and Title 9 of the U.S. Code. All\narbitration hearings shall be conducted in the city in which the office of\nLender first stated above is located. The expedited procedures set forth in Rule\n51 et seq. of the Arbitration Rules shall be applicable to claims of less than\n$1,000,000. All applicable statutes of limitation shall apply to any Dispute. A\njudgment upon the award may be entered in any court having jurisdiction. The\npanel from which all arbitrators are selected shall be comprised of licensed\nattorneys. The single arbitrator selected for expedited procedure shall be a\nretired judge from the highest court of general jurisdiction, state or federal,\nof the state where the hearing will be conducted or if such person is not\navailable to serve, the single arbitrator may be a licensed attorney.\nNotwithstanding the foregoing, this arbitration does not apply to disputes under\nor related to swap agreements.\n\n         5.07 Preservation and Limitation of Remedies. Notwithstanding the\npreceding binding arbitration provisions, Lender and Borrower agree to preserve,\nwithout diminution, certain remedies that any party hereto may employ or\nexercise freely, independently or in connection with an arbitration proceeding\nor after an arbitration action is brought. Lender and Borrower shall have the\nright to proceed in any court of proper jurisdiction or by self-help to exercise\nor prosecute the following remedies, as applicable: (i) all rights to foreclose\nagainst any real or personal property or other security by exercising a power of\nsale granted under Loan Documents or under applicable law or by judicial\nforeclosure and sale, including a proceeding to confirm the sale; (ii) all\nrights of self-help including peaceful occupation of real property and\ncollection of rents, set-off, and peaceful possession of personal property;\n(iii) obtaining provisional or ancillary remedies including injunctive relief,\nsequestration, garnishment,\n\n                          53\n\n\nattachment, appointment of receiver and filing an involuntary bankruptcy\nproceeding; and (iv) when applicable, a judgment by confession of judgment.\nPreservation of these remedies does not limit the power of an arbitrator to \ngrant similar remedies that may be requested by a party in a Dispute. Lender and\nBorrower agree that they shall not have a remedy of punitive or exemplary \ndamages against the other in any Dispute and hereby waive any right or claim \nto punitive or exemplary damages they have now or which may arise in the \nfuture in connection with any Dispute whether the Dispute is resolved by \narbitration or judicially.\n\n                                    ARTICLE VI\n                                  MISCELLANEOUS\n\n         6.01 Corporate Existence. So long as the Mortgaged Property shall be\nowned or held by a corporation, such corporation shall at all times maintain its\ncorporate existence and shall be fully authorized to do business in the State of\nFlorida and shall maintain in the State of Florida a duly authorized registered\nagent for the service of process. Failure to comply with such obligations shall\nbe a default under this Mortgage. Within ninety (90) days after the expiration\nof the time for filing its annual report and the payment of the appropriate\ncorporate taxes in the State of Florida, Borrower will furnish to Lender a\ncertificate of good standing or other evidence satisfactory to Lender to show\ncompliance with the provisions of this Section.\n\n         6.02 Statements by Borrower. Borrower, within three (3) days after\nrequest in person or within ten (10) days after request by mail, will furnish to\nLender or any person, firm or corporation designated by Lender, a duly\nacknowledged written statement setting forth the amount of the debt secured by\nthis Mortgage, and stating either that no offsets of defenses exist against such\ndebt, or, if such offsets or defenses are alleged to exist, full information\nwith respect to such alleged offsets and\/or defenses.\n\n         6.03 Successors and Assigns. The provisions hereof shall be binding\nupon and shall inure to the benefit of the Borrower, its successors and assigns,\nincluding without limitation subsequent owners of the Premises or the leasehold\nestate of the Premises or any part thereof; shall be binding upon and shall\ninure to the benefit of Lender, its successors and assigns and any future holder\nof the Note, and any successors or assigns of any future holder of the Note. In\nthe event the ownership of the Mortgaged Property or any leasehold estate that\nmay be covered by this Mortgage, becomes vested in a person other than Borrower,\nLender may, without notice to Borrower, deal with such successor or successors\nin interest with reference to this instrument and the Note in the same manner as\nwith the Borrower, and may alter the interest rate and\/or alter or extend the\nterms of payments of the Note without notice to Borrower hereunder or under the\nNote hereby secured or the lien or priority of this Mortgage with respect to any\npart of the Mortgaged Property covered hereby, but nothing herein, contained\nshall serve to relieve Borrower of any liability under the Note or this Mortgage\n(or any other agreement executed in conjunction therewith) unless Lender shall\nexpressly release Borrower in writing. Borrower and any transferee or assignee\nshall be jointly and severally liable for any documentation or intangible taxes\nimposed as a result of any transfer or assumption.\n\n         6.04 Notice. All notices, demands and requests given by either party\nhereto to the other party shall be in writing. All notices, demands and requests\nby the Lender to the Borrower shall be deemed to \n\n                          54\n\n\nhave been properly given if sent by United States registered or certified mail,\npostage prepaid. All notices, demands and requests by the Borrower to the Lender\nshall be deemed to have been properly given if sent by United States registered\nor certified mail, postage prepaid, addressed to the Lender, or to such other\naddresses the Lender may from time to time designate by written notice to the\nBorrower given as herein required. Notices, demands and requests given in the\nmanner aforesaid shall be deemed sufficiently served or given for all purposes\nhereunder at the time such notice, demand or request shall be deposited in any\npost office or branch post office regularly maintained by the United States\nGovernment.\n\n         The Borrower shall deliver to the Lender, promptly upon receipt of\nsame, copies of all notices, certificates, documents and instruments received by\nit which materially affect any part of the Mortgaged Property covered hereby,\nincluding, without limitation, notices from any lessee or sublessee claiming\nthat the Borrower is in default under any terms of any lease or sublease.\n\n         6.05 Modifications in Writing. This Mortgage may not be changed,\nterminated or modified orally or in any other manner than by an instrument in\nwriting signed by the party against whom enforcement is sought.\n\n         6.06     Captions.  The captions or headings at the beginning of each \nSection  hereof are for the  convenience  of\nthe parties and are not a part of this Mortgage.\n\n         6.07 Invalidity of Certain Provisions. If the lien of this Mortgage is\ninvalid or unenforceable as to any part of the debt, or if the lien is invalid\nor unenforceable as to any part of the Mortgaged Property, the unsecured portion\nof the debt shall be completely paid prior to the payments of the secured\nportion of the debt, and all payments made on the debt, whether voluntary or\notherwise, shall be considered to have been first paid on and applied to the\nfull payment of that portion of the debt which is not secured or fully secured\nby the lien of this Mortgage.\n\n         6.08 No Merger. If both the lessor's and lessee's estates under any\nlease or any portion thereof which constitutes a part of the Mortgaged Property\nshall at any time become vested in one owner, this Mortgage and the lien created\nhereby shall not be destroyed or terminated by application of the doctrine of\nmerger and, in such event, Lender shall continue to have and enjoy all of the\nrights and privileges of Lender as to the separate estates. In addition, upon\nthe foreclosure of the lien created by this Mortgage on the Mortgaged Property\npursuant to the provisions hereof, any leases or subleases then existing and\ncreated by Borrower shall not be destroyed or terminated by application of the\nlaw of merger or as a result of such foreclosure sale unless Lender shall so\nelect. No act by or on behalf of Lender or any such purchaser shall constitute a\ntermination of any lease or sublease unless Lender or such purchaser shall give\nwritten notice thereof to such tenant or subtenant.\n\n         6.09 Governing Law and Construction of Clauses. This Mortgage shall be\ngoverned and construed by the laws of the State of Florida. No act of the Lender\nshall be construed as an election to proceed under any one provision of the\nMortgage or of the applicable statutes of the State of Florida to the exclusion\nof any other such provision, anything herein or otherwise to the contrary\nnotwithstanding.\n\n         6.10 Transfer. In the event all or any part of the property encumbered\nby this Mortgage, or \n\n                                55\n\n\nany interest therein, is sold, conveyed, encumbered or otherwise transferred by \nthe Borrower, without Lender's prior written consent, or, if Borrower is a \npartnership, any general partner of Borrower ceases to be a general partner, or \nif Borrower is a corporation:\n\n         (i)      any shareholder of Borrower owning directly\n                  or indirectly 10% or more of the issued and\n                  outstanding stock of Borrower as of the date\n                  hereof transfers, during the term of this\n                  Mortgage, any of such stock, or\n\n         (ii)     any additional stock of Borrower is issued \n                  after the date hereof.\n\nthen, and in the event any of the foregoing events occur, Lender may, in its\nsole discretion: require a modification of the terms of the loan or loans\nsecured hereby (including without limitation those related to the rate of\ninterest and terms or schedule or repayment) in a manner satisfactory to Lender,\nand may charge an 'assumption fee' or similar fee in consideration of such\nmodification or approval; or accelerate the indebtedness secured hereby and\ndeclare the then outstanding balance, with all accrued interest to be\nimmediately due and payable.\n\n         6.11 Books and Records. The Borrower agrees to keep accurate books,\nrecords and accounts reflecting its financial condition, including, but not\nlimited to, the operation of the Mortgaged Property, in accordance with\ngenerally accepted accounting principles, consistently applied. The Lender shall\nhave the right, from time to time and at all times during normal business hours,\nto examine such books, records and accounts at the offices of Borrower or other\nentity maintaining such books, records and accounts, and to make such copies of\nextracts thereof as the Lender shall desire.\n\n         6.12 Financial Statements. The Borrower shall, until the entire\nindebtedness secured hereby has been fully paid, annually furnish to Lender the\nBorrower's financial statements, which must be acceptable to Lender in Lender's\nsole discretion. Such statements shall include, but not be limited to, a profit\nand loss statement and reconciliation of surplus statement of the Borrower for\nsuch year, and a balance sheet as of the end of such year. All reports shall be\naudited without scope limitations by independent certified public accountants of\nrecognized standing selected by Borrower and acceptable to the Lender. Such\nreports shall be furnished to the Lender not later than ninety (90) days after\nthe close of the Borrower's fiscal year.\n\n         6.13 Other Indebtedness Secured. This Mortgage is also given as\nsecurity for any and all other sums, indebtedness, obligations and liabilities\nof any and every kind now or hereafter during the term hereof owing and to\nbecome due from Borrower to Lender, however created, incurred, evidenced,\nacquired or arising, whether under the Note or this Mortgage, or any other\ninstrument, obligation, contract, agreement or dealing of any and every kind now\nor hereafter existing or entered into between Borrower and Lender, or otherwise,\nas amended, modified or supplemented from time to time, and whether direct,\nindirect, primary, secondary, fixed or contingent, and any and all renewals,\nmodifications or extensions of any or all of the foregoing.\n\n         6.14 Cross Default. A default under any commitment and\/or loan made by\nany lending institution (including, without limitation, Lender) to Borrower\nshall, at the option of Lender, be and constitute a default under all\ncommitments and\/or loans made to Borrower by Lender (including, without\nlimitation, the Note and this Mortgage).\n\n                          56\n\n\n         6.15 Broker's Commissions. The Borrower hereby agrees to defend Lender\nand hold Lender harmless from and against all claims, losses, or liabilities,\nincluding attorneys' fees, paralegal fees, and all related legal costs and\nexpenses related to or arising out of any claim for a brokerage fee, commission,\nor finder's fee alleged to be due as a result of the issuance of the loan\nevidenced by the Note and secured by this Mortgage.\n\n         6.16     Depository  Accounts.  For so long as the Note and the other \nLoan Documents  remain unpaid,  the Borrower\nshall maintain its depository accounts at the Lender's bank.\n\n         6.17 Funds Flow Coverage Ratio. Borrower shall, at all times, maintain\na Funds Flow Coverage Ratio of not less than 1.25 to 1.00. 'Funds Flow Coverage'\nshall mean the sum of net profit, depreciation and amortization minus all\ndividends, withdrawals and non-cash income divided by the sum of all current\nmaturities of long term debt and capital lease obligations.\n\n         6.18 Parking Lot Construction. Borrower and Lender agree that a portion\nof the loan proceeds, approximately SIXTY FIVE THOUSAND AND NO\/100 DOLLARS\n($65,000.00), is to be used by Borrower to construct a parking lot (the 'Parking\nLot') at the Premises. Borrower agrees to complete the Parking Lot in a good and\nworkmanlike manner and in compliance with all applicable laws, rules and\nregulations. Borrower shall so complete construction of the Parking Lot within\ntwelve (12) months of the date hereof. If Borrower does not complete the Parking\nLot within said twelve (12) months, Borrower shall, upon receipt of written\nrequest from Lender, deposit $65,000.000 with Lender to be escrowed by Lender\nfor Borrower's account and to be thereafter applied toward completion of the\nParking Lot. In the event that Borrower does not escrow said $65,000.00 with\nLender within thirty (30) days of Borrower's receipt of Lender's request for\nsame, Borrower shall be in default hereunder.\n\n         6.19     WAIVER OF JURY TRIAL. BY THE EXECUTION HEREOF, BORROWER \nHEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY AGREES, THAT:\n\n                  (A) NEITHER THE BORROWER NOR ANY ASSIGNEE, SUCCESSOR, HEIR OR\n         LEGAL REPRESENTATIVE OF ANY OF THE SAME SHALL SEEK A JURY TRIAL IN ANY\n         LAWSUIT, PROCEEDING, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE\n         ARISING FROM OR BASED UPON THIS MORTGAGE, THE NOTE, ANY OTHER LOAN\n         AGREEMENT OR ANY LOAN DOCUMENT EVIDENCING, SECURING OR RELATING TO THE\n         OBLIGATIONS OR TO THE DEALINGS OR RELATIONSHIP BETWEEN OR AMONG THE\n         PARTIES THERETO;\n\n                  (B) NEITHER THE BORROWER NOR LENDER WILL SEEK TO CONSOLIDATE\n         ANY SUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER\n         ACTION IN WHICH A JURY TRIAL HAS NOT BEEN OR CANNOT BE WAIVED;\n\n                  (C) THE  PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY \n         NEGOTIATED BY THE PARTIES  HERETO,  AND THESE PROVISIONS SHALL BE \n         SUBJECT TO NO EXCEPTIONS;\n\n                  (D) NEITHER THE BORROWER, NOR LENDER HAS IN ANY WAY AGREED \n         WITH OR  REPRESENTED TO ANY OTHER PARTY THAT THE \n\n                           57\n\n\n         PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL \n         INSTANCES; AND\n\n                  (E) THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER TO \n         ENTER INTO THIS TRANSACTION.\n\n         IN WITNESS WHEREOF, Borrower has hereunto set hand and seal all done as\nof the day and year first hereinbefore written.\n\nSigned, sealed and delivered\nin the presence of:                        THE PUBLISHING COMPANY OF NORTH \n                                           AMERICA, INC., a Florida corporation\n\n\n\/s\/ Casey Cavanaugh                        By: \/s\/ Peter S. Balise\n-------------------------                  -----------------------------\nName:  Casey Cavanaugh                     PETER S. BALISE, President\n\n\/s\/ Bonnie B. Coller\n-------------------------\nName:  Bonnie B. Coller                                       'BORROWER'\n\nBorrower's Address:  186 North Industrial Park Blvd., Lake Helen, Florida 32744\n\n                       58\n\n\nSTATE OF FLORIDA\nCOUNTY OF ORANGE\n\n         The foregoing instrument was acknowledged before me on December 30,\n1996 by PETER S. BALISE as President of THE PUBLISHING COMPANY OF NORTH AMERICA,\nINC., a Florida corporation, on behalf of the corporation. He is personally\nknown to me or produced _____________________________________ as identification\nand did not take an oath.\n\n                                          \/s\/ Casey Cavanaugh\n                                          --------------------------------\n                                          NOTARY SIGNATURE\n\n                                          Casey M. Cavanaugh\n                                          --------------------------------\n                                          PRINTED NOTARY SIGNATURE\n                                          NOTARY PUBLIC, STATE OF FLORIDA\n                                          Commission Number:  CC480064\n                                          My Commission Expires:  July 12, 1999\n                     59\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9279],"corporate_contracts_industries":[9415],"corporate_contracts_types":[9560,9570],"class_list":["post-41169","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-wachovia-corp","corporate_contracts_industries-financial__banks","corporate_contracts_types-finance","corporate_contracts_types-finance__security"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41169","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41169"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41169"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41169"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41169"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}