{"id":41236,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/real-estate-balloon-promissory-note-first-union-national-bank.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"real-estate-balloon-promissory-note-first-union-national-bank","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/real-estate-balloon-promissory-note-first-union-national-bank.html","title":{"rendered":"Real Estate Balloon Promissory Note &#8211; First Union National Bank of Florida and The Publishing Co. of North America Inc."},"content":{"rendered":"<pre>\n          3.   Exhibit 10.1   First Union Real Estate Balloon Promissory Note\n\n                              This item begins on the following page.\n\n                              60\n\n\nFIRST UNION\n\nREAL ESTATE BALLOON PROMISSORY NOTE\n\n\n$800,000.00                   No._____________                  ORLANDO, FLORIDA\n                                                               December 30, 1996\n\nLENDER:           FIRST UNION NATIONAL BANK OF FLORIDA,  (hereinafter termed \n                  'LENDER'), 800 North Magnolia Avenue, Orlando, Florida 32803\n\nBORROWER:         THE  PUBLISHING COMPANY OF NORTH AMERICA, INC., a Florida \n                  corporation, whose address is 186 North Industrial Park Blvd.,\n                  Lake Helen, Florida 32744\n\nBORROWER REPRESENTS HEREWITH THAT THE LOAN EVIDENCED HEREBY IS BEING OBTAINED\nFOR THE FOLLOWING PRIMARY PURPOSE:\n\n[X]BUSINESS; [ ]PERSONAL; [ ]FAMILY OR HOUSEHOLD; [ ]AGRICULTURAL\n\n\n         FOR VALUE RECEIVED: to wit, money loaned, the above named; the\nundersigned BORROWER (hereinafter 'BORROWER'), promises to pay to the order of\nLENDER at its office in the above city, or wherever else LENDER may specify, the\nsum of EIGHT HUNDRED THOUSAND AND NO\/100 DOLLARS ($800,000.00), with interest\nuntil paid.\n\nINTEREST RATE:\n\nInterest shall accrue at the rate of two hundred fifty (250) basis points above\nthe 'LIBOR Base Rate', as hereinafter defined. The interest rate shall initially\nbe calculated with reference to the LIBOR Base Rate which is in effect on the\ndate of this Note and shall be adjusted on the fifth (5th) day of each month\nbeginning the fifth (5th) of February, 1997 and continuing each month thereafter\n(the 'Change Date'). The interest rate shall be fixed until the next Change Date\nas such LIBOR Base Rate changes. Interest shall be calculated on the basis of a\nthree hundred sixty (360) day year, and charged for the actual number of days\nelapsed in an interest payment period. The term 'LIBOR Base Rate' shall mean\nthat rate per annum for United States dollar deposits with a one month maturity\nfor an amount equal or comparable to the outstanding principal balance of this\nNote as reported on Telerate page 3750 (or if not so reported, then as\ndetermined by Lender from another recognized source of interbank quotations of\nLender's choice), as of 11:00 a.m. London time, two (2)London business days\nprior to each Change Date for settlement in immediately available funds by major\ntop credit quality banks in the London Interbank Market adjusted for reserves by\ndividing that rate by 1.00 minus the LIBOR Reserve. The LIBOR Base Rate shall be\nrounded to the next higher 1\/16th of 1% unless the Borrower has hedged LIBOR\nwith an interest rate swap with the Lender in which event LIBOR shall be rounded\nfive (5) decimal places as set forth in the 1991 ISDA Definitions published by\nthe International Swap and Derivatives Association, Inc. 'LIBOR Reserve' is the\nmaximum percentage reserve requirement (rounded to the next highest \n\n                           61\n\n\n1\/16th of 1%) in effect for any day the principal balance of this Note is \noutstanding under the Federal Reserve Board's Regulation D for 'Euro-Currency \nLiabilities' as defined therein. In no event, however, shall any adjustment or \nLIBOR Reserve exceed the Borrower's pro rata share of Lender's total reserve \nrequirement for all of its Euro-Currency Liabilities. The LIBOR Base Rate is \none of several interest rate bases used by Lender, and is not necessarily the \nlowest or most favorable rate of interest offered by Lender.\n\nPAYMENTS OF PRINCIPAL AND INTEREST:\n\nBeginning on the fifth (5th) day of February, 1997, and continuing on the fifth\n(5th) day of each month thereafter until this Note shall be paid in full,\nmonthly payments of (i) all accrued but unpaid interest at the interest rate\nprovided above, plus (ii) principal in the amount of $4,444.44, shall be due and\npayable. On December 5, 2011, this Note shall be fully paid in a final balloon\npayment and the then remaining principal balance shall be paid in full, together\nwith all interest accrued thereon.\n\nThe Borrower agrees to pay a late charge equal to 5% of each payment of\nprincipal and\/or interest which is not paid within 10 days of the date on which\nit is due. At LENDER'S option, the interest rate shall become the highest rate\nallowed by the law of the state of LENDER'S office as set forth herein\ncommencing with and continuing for so long as the loan or any portion thereof is\nin Default (as hereinafter defined). Further, upon BORROWER'S Default and where\nLENDER deems it necessary or proper to employ an attorney to enforce collection\nof any unpaid balance or to otherwise protect its interests hereunder; then\nBORROWER agrees to pay LENDER'S reasonable attorneys' fees (including appellate\ncosts, if any) and collection costs. Liability for reasonable attorneys' fees\nand costs shall exist whether or not any suit or proceeding is commenced.\n\nInterest  is  computed  on the basis of a 360 day year for the actual  number \nof days in the  interest  period  (Actual\/360 computation) unless indicated \nbelow.\n\n\n\n         BORROWER HEREBY FURTHER WARRANTS, COVENANTS, AND AGREES, AS FOLLOWS:\n\n         Anything contained herein to the contrary notwithstanding, if for any\nreason the effective rate of interest on this Note should exceed the maximum\nlawful rate, the effective rate shall be deemed reduced to and shall be such\nmaximum lawful rate, and any sums of interest which have been collected in\nexcess of such maximum lawful rate shall be applied as a credit against the\nunpaid balance due hereunder.\n\n         LENDER'S Actual\/360 or 365\/360 computation determines the annual\neffective interest yield by taking the stated (nominal) interest rate for a\nyear's period and then dividing said rate by 360 to determine the daily periodic\nrate to be applied for each day in the interest period. Application of such\ncomputation produces an annualized effective interest rate exceeding that of the\nnominal rate.\n\n         At LENDER'S option, any repayments of this Note, other than by U.S.\ncurrency, will not be credited to the outstanding loan balance until LENDER\nreceives collected funds.\n\n         In the event any provision(s) of this instrument shall be left blank or\nincomplete, BORROWER \n\n                        62\n\n\nhereby authorizes and empowers LENDER to supply and complete the necessary \ninformation as a ministerial task consistent with the understanding between the \nparties.\n\n         BORROWER warrants that BORROWER does not have either a 'record' or\nreputation for violating Laws of the United States or of any State relating to\nliquor (as referred to in 18 U.S.C.A. 3617, et seq.) or narcotics and\/or any\ncommercial crimes.\n\n         The collateral pledged by BORROWER to secure this Note (hereinafter\nreferred to as the 'COLLATERAL') SHALL, AT ALL TIMES, BE AT BORROWER'S risk. The\nloss, injury to or destruction of COLLATERAL shall not release BORROWER from\npayment or other performance hereof. BORROWER agrees to obtain and keep in force\nPhysical Damage and\/or Property Damage Insurance on said COLLATERAL and any\nother insurance required by LENDER. Such insurance is to be in form and amounts\nsatisfactory to LENDER, with the same payable to LENDER. All such policies shall\nprovide for ten days written minimum cancellation notice to LENDER. BORROWER\nshall furnish to LENDER the original policies or certificate or other evidence\nsatisfactory to LENDER of compliance with the foregoing provisions. LENDER is\nauthorized, but not obligated, to purchase any or all of said insurance or\n'single interest insurance' protecting only its security interest, all at\nBORROWER'S expense. In such event, BORROWER agrees to reimburse LENDER for the\ncost of such insurance to the extent that the same is not included in the\nprincipal amounts of this Note.\n\n         BORROWER hereby assigns to LENDER the proceeds of all such insurance to\nthe extent of the unpaid balance hereunder, and directs any insurer to make\npayments directly to LENDER. BORROWER further hereby grants to LENDER its Power\nof Attorney, which shall be irrevocable for so long as any amount is unpaid\nhereunder. Said Power of Attorney gives LENDER the sole right to file Proof of\nLoss and\/or any other forms required to collect from any insurer any amount due\nfrom any loss, damage or destruction of the COLLATERAL; to agree to and bind\nBORROWER as to the amount of said recovery; to designate Payee(s) of such\nrecovery; to grant releases to payor-insurers for their liability; to grant\nsubrogation rights to any such payor-insurer, to indorse any settlement check or\ndraft. BORROWER further agrees not to exercise any of the foregoing powers\ngranted to LENDER, without the LENDER'S written consent. In the event of any\ndefault hereunder, LENDER is authorized in its sole discretion to cancel any\ninsurance and credit any premium refund against the unpaid balance due on\nBORROWER'S OBLIGATIONS.\n         If, with respect to any security pledged hereunder, a stock dividend is\ndeclared or any stock split-up made or right to subscribe is issued, all\ncertificates for the shares representing such stock dividend or stock split-up\nright to subscribe will be immediately delivered, duly indorsed to the LENDER as\nadditional COLLATERAL security.\n\n         If, at any time, the COLLATERAL shall be deemed unsatisfactory to and\nby LENDER, or in the event LENDER shall otherwise deem itself, its security\ninterests, its COLLATERAL or said debt unsafe or insecure, then and on demand of\nLENDER, BORROWER shall immediately furnish such further COLLATERAL or make such\npayment on said account as will be satisfactory to LENDER to be held by said\nLENDER as if originally pledged hereunder.\n\n         At its option, LENDER may discharge taxes, liens, security interests or\nother encumbrances at any time levied or placed on said COLLATERAL, may pay for\ninsurance and for the maintenance and \n\n                              63\n\n\npreservation of same. BORROWER agrees to reimburse LENDER, on demand, for any \nsuch payment made, or any such expense incurred by LENDER pursuant to the \nforegoing authorization. Until Default, as hereinafter defined, BORROWER shall \nhave the right to retain possession of the COLLATERAL, unless otherwise agreed \nby the parties hereto, and to use in any lawful manner not inconsistent with \nthis Note and the LOAN AGREEMENT and with any policy of insurance thereon. \nBORROWER shall be liable for all documentary and intangible taxes assessed at \nclosing or from time to time during the life of the transaction.\n\n         LENDER may, to the extent permitted by law, with or without notice,\nbefore or after maturity of this Note, transfer or register in the name of its\nnominee(s) all or any part of the COLLATERAL and also exercise any or all rights\nof collection, conversion or exchange and other similar rights, privileges and\noptions pertaining to the COLLATERAL; but shall have no duty to exercise any\nsuch rights, privileges or options or to sell or otherwise realize upon any of\nthe COLLATERAL as herein authorized or to preserve the same and shall not be\nresponsible for any failure to do so or delay in so doing. As to any COLLATERAL\nconsisting of instruments or chattel paper, it is agreed that LENDER shall not\nbe required to take any steps whatever to preserve any rights against prior\nparties.\n\n         LENDER shall have no custodial or ministerial duties to perform with\nregard to COLLATERAL pledged except for its safekeeping; and by way of\nexplanation and not by way of limitation thereof, LENDER shall incur no\nliability for any of the following: loss or depreciation of the COLLATERAL\nunless caused by its willful misconduct, failure to present any paper for\npayment or protest or to protest or give notice of non-payment or any other\nnotice with respect to any paper or COLLATERAL; or its failure to present or\nsurrender for redemption, conversion or exchange any bond, stock, paper or other\nsecurity whether in connection with any merger, consolidation, recapitalization,\nreorganization or arising out of the intendment or refunding of the original\nsecurity or its failure to notify any party hereto that the COLLATERAL should be\nso presented or surrendered.\n\n         Upon any transfer of this Note, the LENDER may deliver the property\nheld as security, or any part thereof, to the transferee, as well as any\nsubsequent holder hereof who shall thereupon become vested with all the power\nand rights herein given to the LENDER in respect to the property so transferred\nand delivered; and the LENDER shall thereafter be forever relieved and fully\ndischarged from any liability or responsibility with respect to such property so\ntransferred but with respect to any property not so transferred, the LENDER\nshall retain all rights and powers hereby given.\n\n         With prior written consent of LENDER, other COLLATERAL may be\nsubstituted for the original COLLATERAL herein, in which event all rights,\nduties, obligations, remedies and security interests provided for, created or\ngranted shall apply fully to such substitute COLLATERAL.\n\n         Upon the occurrence of any of the 'EVENTS OF DEFAULT,' as hereinafter\ndefined, LENDER is herewith expressly authorized to exercise its right of\nSet-Off or Bank Lien as to any monies deposited in demand, checking, time,\nsavings or other accounts of any nature maintained in and with it by any of the\nundersigned, without advance notice. Said right of Set-Off may also be exercised\nand applicable where LENDER is indebted to any signer hereof by reason of any\nCertificate of Deposit, Note or otherwise.\n\n                          64\n\n\n         WAIVER OF JURY TRIAL. BY THE EXECUTION HEREOF, BORROWER HEREBY \nKNOWINGLY, VOLUNTARILY AND INTENTIONALLY AGREES, THAT:\n\n         (A) NEITHER THE BORROWER NOR ANY ASSIGNEE, SUCCESSOR, HEIR OR LEGAL\nREPRESENTATIVE OF ANY OF THE SAME SHALL SEEK A JURY TRIAL IN ANY LAWSUIT,\nPROCEEDING, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE ARISING FROM OR\nBASED UPON THIS PROMISSORY NOTE, ANY OTHER LOAN AGREEMENT OR ANY LOAN DOCUMENT\nEVIDENCING, SECURING OR RELATING TO THE OBLIGATIONS OR TO THE DEALINGS OR\nRELATIONSHIP BETWEEN OR AMONG THE PARTIES THERETO;\n\n         (B) NEITHER THE BORROWER NOR THE LENDER WILL SEEK TO CONSOLIDATE ANY\nSUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN\nWHICH A JURY TRIAL HAS NOT BEEN OR CANNOT BE WAIVED;\n\n         (C) THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY NEGOTIATED \nBY THE PARTIES HERETO, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS;\n\n         (D) NEITHER THE BORROWER NOR THE LENDER HAS IN ANY WAY AGREED \nWITH OR  REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS PARAGRAPH \nWILL NOT BE FULLY ENFORCED IN ALL INSTANCES; AND\n\n         (E) THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER TO ENTER \nINTO THIS TRANSACTION.\n\n                                EVENTS OF DEFAULT\n\n         BORROWER shall be in default (herein referred to as a 'Default') under\nthis AGREEMENT upon the happening of any of the following events, circumstances\nor conditions, namely:\n\n         (1) Default in the payment or performance of any of the OBLIGATIONS\nprovided hereunder or in connection herewith or any other OBLIGATIONS of\nBORROWER or any 'affiliate' (as defined in 11 U.S.C. 101(2), hereinafter\n'affiliate') of BORROWER or any endorser, guarantor or surety for BORROWER to\nLENDER or any affiliate of LENDER, howsoever created, primary or secondary,\nwhether direct or indirect, absolute or contingent now or hereafter existing,\ndue or to be become due, or of any other covenant, warranty, or undertaking\nexpressed herein, therein, or in any other document establishing said\nendorsement, guaranty or surety; or any other document executed by BORROWER in\nconjunction herewith; or\n\n         (2) Any warranty, representation or statement made or furnished to\nLENDER by or on behalf of BORROWER, or any guarantor, endorser, or surety for\nBORROWER in connection with the Note or to induce LENDER to make a loan to\nBORROWER which was false in any material respect when made or furnished or has\nbecome materially false, if such warranty of BORROWER or guarantor, endorser or\nsurety for BORROWER was ongoing in nature; or\n\n         (3) Death, dissolution, termination of existence, insolvency, business\nfailure, appointment of a receiver, custodian, or trustee for any part of the\nproperty of, assignment for the benefit of creditors by, \n\n                         65\n\n\nor the commencement of any proceeding under any bankruptcy or insolvency laws by\nor against BORROWER or any endorser, guarantor, or surety for BORROWER, or\n\n         (4) BORROWER or any guarantor, endorser, or surety for BORROWER shall\nallow the acquisition of substantially all of the business or assets of BORROWER\nor guarantor or surety for BORROWER or a material portion of such business\nassets if such a sale is outside BORROWER'S or guarantor's, endorser's or\nsurety's ordinary course of business or more than 50% of the outstanding stock\nor voting power of BORROWER in a single transaction or a series of transactions,\nor acquire substantially all of the business or assets or more than 50% of the\noutstanding stock or voting power of any other entity, or enter into any\ntransaction of merger or consolidation without prior written consent of LENDER;\nor\n\n         (5) Failure of a corporate or limited partnership BORROWER or endorser,\nguarantor or surety for said BORROWER to maintain its corporate or limited\npartnership (as the case may be) existence in good standing; or\n\n         (6) Upon the entry of any monetary judgment or the assessment and\/or\nfiling of any tax lien against BORROWER or any endorser, surety, or guarantor,\nor upon the issuance of any writ of garnishment, judicial seizure of, or\nattachment against any property of, debts due or rights of BORROWER or any\nendorser, surety or guarantor, to specifically include commencement of any\naction or proceeding to seize monies of BORROWER or any endorser, surety or\nguarantor on deposit in any bank account with LENDER; or\n\n         (7) The BORROWER or any endorser, guarantor, or surety for said\nBORROWER shall be a debtor, either voluntarily or involuntarily, under (and as\nthe term debtor is defined in) the Bankruptcy Code or should the BORROWER be\ngenerally not paying BORROWER'S debts as such debts become due; or\n\n         (8)      Failure of said  BORROWER,  endorsers,  guarantors or \nsureties to furnish financial statements or other financial information \nreasonably requested by LENDER; or\n\n         (9) Loss, theft, substantial damage, destruction, sale or encumbrance\nto or of any COLLATERAL or the assertion or making of any levy, seizure,\nmechanic's or materialman's lien or attachment thereof or thereon; or\n\n         (10) If LENDER should otherwise deem itself or the debt created\nhereunder unsafe or insecure; or should LENDER, in good faith, believe that the\nprospect of payment or other performance is impaired.\n\n                 REMEDIES ON DEFAULT (INCLUDING POWERS OF SALE)\n\n         Upon the occurrence of any of the foregoing events, circumstances or\nconditions of Default, all of the OBLIGATIONS evidenced herein and secured\nhereby shall at the option of the LENDER , immediately be due and payable\nwithout notice. Further, LENDER shall then have all the rights and remedies of\na SECURED PARTY under the Uniform Commercial Code, as adopted by the State of\n\n                          66\n\n\nLENDER'S office as set forth herein.\n\n         Without limitation thereto, LENDER shall have the following specific\nrights and remedies:\n\n         (1) To take immediate possession of the COLLATERAL without notice or\nresort to legal process; and for such purpose, to enter upon any premises on\nwhich the COLLATERAL or any part thereof may be situated and remove the same\ntherefrom; or at its option, to render the COLLATERAL unusable. Further, also at\nits option, to dispose of said COLLATERAL on BORROWER'S premises.\n\n         (2) To require BORROWER to assemble the COLLATERAL and make it\navailable to LENDER at a place to then be designated by said LENDER, which is\nreasonably convenient to both parties.\n\n         (3) To exercise its rights of Set-Off by applying any monies of\nBORROWER on deposit with LENDER toward payment of the OBLIGATIONS evidenced or\nreferred to herein or secured hereby, without notice. If any process is issued\nor ordered to be served on LENDER, seeking to seize BORROWER'S rights and\/or\ninterest in any bank account maintained with LENDER; the balance in any said\naccount shall immediately be deemed to have been and shall be set-off against\nany and all OBLIGATIONS of BORROWER to LENDER, as of the time of issuance of any\nsuch writ or process; whether or not BORROWER and\/or LENDER shall then have been\nserved therewith.\n\n         (4) To dispose of COLLATERAL as allowed by the Uniform Commercial Code,\nas adopted by the State of LENDER'S office as set forth herein, in any County or\nplace selected by LENDER, at either Private or Public Sale (at which Public Sale\nLENDER may be the purchaser) with or without having the COLLATERAL physically\npresent at said site.\n\n         (5) To make or have made any repairs deemed necessary or desirable at\ntime of repossession, possession or sale, the cost of which is to be charged\nagainst BORROWER.\n\n         (6) To apply the proceeds realized from disposition of the COLLATERAL\nto satisfy the following terms, in the order here listed:\n\n                  (a) The cost of reimbursing any person whose interest in the \npremises is physically  damaged by the entry and removal of the COLLATERAL, upon\nBORROWER'S failure to do so; next to\n\n                  (b) The expenses of taking, removing, holding for sale,\nrepairing or otherwise preparing for sale and selling of said COLLATERAL\nspecifically including the LENDER'S reasonable attorneys' fees (including\nappellate costs, if any) and both legal and collection expenses; next to\n\n                  (c) The expense of liquidating any liens, security interest, \nattachments or encumbrances superior to the security interests herein created or\ndescribed; and finally to\n\n                  (d) The unpaid principal and all accumulated interest \nhereunder and to any other debt owed to LENDER by any signer hereof.\n\n                         67\n\n\n         Any surplus, after the satisfaction of the foregoing items (a) through\n(d) shall be paid to BORROWER or to any other party lawfully entitled thereto\nand known to this LENDER. Further, if proceeds realized from disposition of the\nCOLLATERAL shall fail to satisfy any of the foregoing items (a) through (d),\nBORROWER shall forthwith pay deficiency balance to LENDER.\n\n         Upon demand of any party hereto, whether made before or after\ninstitution of any judicial proceeding, any dispute, claim or controversy\narising out of, connected with or relating to this Note and other Loan Documents\n('Disputes') between or among parties to this Note, shall be resolved by binding\narbitration as provided herein. Institution of a judicial proceeding by a party\ndoes not waive the right of that party to demand arbitration hereunder. Disputes\nmay include, without limitation, tort claims, counterclaims, disputes as to\nwhether a matter is subject to arbitration, claims brought as class actions,\nclaims arising from Loan Documents executed in the future, or claims arising out\nof or connected with the transaction reflected by this Note. Arbitration shall\nbe conducted under and governed by the Commercial Financial Disputes Arbitration\nRules (the 'Arbitration Rules') of the American Arbitration Association (the\n'AAA') and Title 9 of the U.S. Code. All arbitration hearings shall be conducted\nin the city in which the office of Lender first stated above is located. The\nexpedited procedures set forth in Rule 51 et seq. of the Arbitration Rules shall\nbe applicable to claims of less than $1,000,000. All applicable statutes of\nlimitation shall apply to any Dispute. A judgment upon the award may be entered\nin any court having jurisdiction. The panel from which all arbitrators are\nselected shall be comprised of licensed attorneys. The single arbitrator\nselected for expedited procedure shall be a retired judge from the highest court\nof general jurisdiction, state or federal, of the state where the hearing will\nbe conducted or if such person is not available to serve, the single arbitrator\nmay be a licensed attorney. Notwithstanding the foregoing, this arbitration does\nnot apply to disputes under or related to swap agreements.\n\n         Notwithstanding the preceding binding arbitration provisions, Lender\nand Borrower agree to preserve, without diminution, certain remedies that any\nparty hereto may employ or exercise freely, independently or in connection with\nan arbitration proceeding or after an arbitration action is brought. Lender and\nBorrower shall have the right to proceed in any court of proper jurisdiction or\nby self-help to exercise or prosecute the following remedies, as applicable: (i)\nall rights to foreclose against any real or personal property or other security\nby exercising a power of sale granted under Loan Documents or under applicable\nlaw or by judicial foreclosure and sale, including a proceeding to confirm the\nsale; (ii) all rights of self-help including peaceful occupation of real\nproperty and collection of rents, set-off, and peaceful possession of personal\nproperty; (iii) obtaining provisional or ancillary remedies including injunctive\nrelief, sequestration, garnishment, attachment, appointment of receiver and\nfiling an involuntary bankruptcy proceeding; and (iv) when applicable, a\njudgment by confession of judgment. Preservation of these remedies does not\nlimit the power of an arbitrator to grant similar remedies that may be requested\nby a party in a Dispute. Lender and Borrower agree that they shall not have a\nremedy of punitive or exemplary damages against the other in any Dispute and\nhereby waive any right or claim to punitive or exemplary damages they have now\nor which may arise in the future in connection with any Dispute whether the\nDispute is resolved by arbitration or judicially.\n\n         No waivers, amendments or modifications shall be valid unless in\nwriting. Further, this Note shall be governed by and construed under the laws of\nthe State of the LENDER'S office as set forth herein. All terms and expressions\ncontained herein which are defined in Articles 1, 3 or 9 of the \n\n                          68\n\n\nUniform Commercial Code of the State of LENDER'S office set forth herein shall\nhave the same meaning herein as in said Articles of said Code. No waiver by\nLENDER of any default(s) shall operate as a waiver of any other default or the\nsame default on a future occasion. All rights of LENDER hereunder shall inure to\nthe benefit of its successors and assigns; and all obligations of BORROWER shall\nbind his heirs, executors, administrators, successors and\/or assigns.\n\n         If more than one person has signed this instrument, such parties are\njointly and severally obligated hereunder. Further, use of the masculine pronoun\nherein shall include the feminine and neuter and also the plural. If any\nprovision of this instrument shall be prohibited or invalid under applicable\nlaw, such provision shall be ineffective but only to the extent of such\nprohibition of invalidity, without invalidating the remainder of such provision\nor the remaining provisions of the Agreement. 'Agreement' refers to the entire\nPROMISSORY NOTE herein. In the case of conflict between the terms of this\nAgreement and the Mortgage, Loan Agreement and\/or Commitment Letter issued in\nconnection herewith, the priority of controlling terms shall be first this\nAgreement, then the Mortgage, the Loan Agreement, then the Commitment Letter.\n\n\n\n         All payments received during normal banking hours after 2:00 P.M. shall\nbe deemed received at the opening of the next banking day.\n\n         If the scheduled payment amount is insufficient to pay accrued\ninterest, BORROWER shall make an additional payment of the amount of the accrued\ninterest in excess of the scheduled payment.\n\n         Each of the undersigned, whether BORROWER, sureties, or endorsers; and\nall others who may become liable for all or any part of the OBLIGATIONS\nevidenced hereby, do hereby, jointly and severally; waive presentment, demand,\nprotest, notice of protest and\/or of dishonor, and also notice of acceleration\nof maturity on Default or otherwise. Further, they agree that LENDER may, from\ntime to time, extend, modify, amend or renew this Note for any period (whether\nor not longer than the original period of the Note) and grant any releases,\ncompromises or indulgences with respect to the note or any extensions,\nmodifications, amendments or renewals thereof or any security therefor, or to\nany party liable thereunder or hereunder, all without notice to or consent of\nany of the undersigned and without affecting the liability of the undersigned\nhereunder.\n\n         PAYMENT of this Note, all obligations of the undersigned BORROWER\n(herein 'OBLIGATIONS') to LENDER, its successors and assigns, is secured inter\nalia, (and includes the terms and obligations set forth therein), by a valid,\nsubsisting Mortgage and Security Agreement (the 'Mortgage') recorded or to be\nrecorded in the county in which the real property described in the Mortgage (the\n'Property') is located, and by this reference is incorporated herein. If this\nNote is issued pursuant to a loan agreement of even date herewith, made by and\nbetween BORROWER and LENDER (the 'Loan Agreement,' which term shall be deemed to\ninclude any construction loan agreement or development loan agreement), then by\nthis reference, the Loan Agreement is specifically incorporated herein;\n\n         If default be made in the payment of any installment under this Note or\nif the BORROWER violates any of the terms or breaches any of the conditions of\nthe Mortgage or the Loan Agreement, the \n\n                        69\n\n\nentire principal sum and accrued interest shall become due and payable without \nnotice unless otherwise provided in the Loan Agreement at the option of the \nLender. Failure to exercise this option shall not constitute a waiver of the \nright to exercise the same at any other time. Upon such default, the principal \nof the Note and any part thereof, and accrued unpaid interest, if any, shall \nbear interest at the rate of the then highest legal rate permissible by law. \nAll parties liable for the payment of this Note agree to pay the LENDER \nreasonable attorneys' fees for the services and expenses of counsel employed \nafter maturity or default to collect this Note (including any appeals relating \nto such enforcement proceedings), or to protect or enforce the security hereto,\nwhether or not suit be brought.\n\n         The remedies of LENDER as provided herein, in the Mortgage and Loan\nAgreement shall be cumulative and concurrent, and may be pursued singly,\nsuccessively or together, at the sole discretion of LENDER and may be exercised\nas often as occasion therefor shall arise. No act of omission or commission of\nLender, including specifically any failure to exercise any right, remedy or\nrecourse, shall be effective as a waiver thereof unless it is set forth in a\nwritten document executed by LENDER and then only to the extent specifically\nrecited therein. A waiver or release with reference to one event shall not be\nconstrued as continuing, as a bar to, or as a waiver or release of, any\nsubsequent right, remedy or recourse as to any subsequent event.\n\n         BORROWER and all sureties, endorsers and guarantors of this Note hereby\n(a) waive demand, presentment for payment, notice of nonpayment, protest, notice\nof protest and all other notice, filing of suit and diligence in collecting this\nNote, in enforcing any of the security rights or in proceeding against the\nProperty; (b) agree to any substitution, exchange, addition or release of any of\nthe Property or the addition or release of any party or person primarily or\nsecondarily liable hereon; (c) agree that LENDER shall not be required first to\ninstitute any suit, or to exhaust his, their or its remedies against BORROWER or\nany other person or party to become liable hereunder or against the Property in\norder to enforce payment of this Note; (d) consent to any extension,\nrearrangement, renewal or postponement of time of payment of this Note and to\nany other indulgency with respect hereto without notice, consent or\nconsideration to any of the foregoing; and (e) except for the express written\nrelease by LENDER of any such person, they shall be and remain jointly and\nseverally, directly and primarily, liable for all sums due under this Note, the\nMortgage and the Loan Agreement.\n\n         As used herein, the words, 'BORROWER' and 'LENDER' shall be deemed to\ninclude BORROWER and LENDER as defined herein and their respective heirs,\npersonal representatives, successors and assigns.\n\n         This Note is executed and delivered at the LENDER'S address specified\nabove and shall be construed and enforced in accordance with the laws of the\nState of Florida.\n\n         IN WITNESS WHEREOF, the BORROWER, on the day and year first written\nabove, has caused this Note to be executed under seal by (i) if a corporation,\nadoption of the facsimile seal printed hereon for such special occasion and\npurpose (or if an impression seal appears hereon by affixing such impression \nseal) by its duly authorized officer(s) or, (ii) if by individuals, hereunto \nsetting their hands and seals.\n\n                          70\n\n\n                                          THE PUBLISHING  COMPANY OF NORTH\n                                          AMERICA, INC., a Florida corporation\n\n\n                                          By:  \/s\/ Peter S. Balise\n                                               ------------------------------\n                                               PETER S. BALISE, President\n\n                                                                     'BORROWER'\n\nBorrower's Address:  186 North Industrial Park Blvd., Lake Helen, Florida 32744\n\n\nDocumentary stamps in the amount of $2,800.00 have been affixed to the original\nMortgage and Security Agreement of even date herewith which secures this Note.\n\n                            71\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":[9560,9567],"class_list":["post-41236","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__loan"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41236","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=41236"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41236"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41236"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41236"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}