EXHIBIT 10.19
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Record and Return to:
Xxxxx X. Xxxxx, Esq.
The Mutual Life Insurance
Company of New York
c/o ARES Realty Capital, Inc.
0000-X Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000
FLORIDA REAL ESTATE
MORTGAGE AND SECURITY AGREEMENT
THIS FLORIDA REAL ESTATE MORTGAGE AND SECURITY AGREEMENT (hereinafter
called "Mortgage") is made and entered into this 9th day of November, 1995 by
and between EQUITY ONE (XXXX XXXX) INC., a Florida corporation (hereinafter
called "MORTGAGOR"), which Mortgagor maintains offices at Penthouse, 000 00xx
Xxxxxx, Xxxxx Xxxxx, Xxxxxxx 00000, and THE MUTUAL LIFE INSURANCE COMPANY OF NEW
YORK, a New York corporation, with offices at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx
00000, (hereinafter called "Mortgagee");
W I T N E S S E T H :
WHEREAS, Mortgagor is justly and lawfully indebted to Mortgagee in the
sum of THIRTEEN MILLION FOUR HUNDRED TWENTY-TWO THOUSAND FIVE HUNDRED AND NO/100
DOLLARS ($13,422,500.00), evidenced by that certain Note Secured By First Real
Estate Lien (hereinafter called the "Note"), executed by Mortgagor, bearing the
same date as this instrument, to be paid according to its terms, the final
payment of which is due and payable on December 1, 2010.
Mortgagor covenants, represents and agrees there is now due and owing
on the Note secured by this Mortgage, without offset or defense, the principal
sum of $13,422,500.00, with interest which is a first lien of $13,422,500.00.
NOW, THEREFORE, to secure the payment of the aforesaid indebtedness,
and such future or additional advances as may be made by the Mortgagee, at its
option, to the Mortgagor, or its successor(s) in title, for any purpose,
provided that all those advances are to be made within twenty (20) years from
the date of this Mortgage, or within such lesser period of time as may be
provided hereafter by law as a prerequisite for the sufficiency of actual notice
or record notice of the optional future or additional advances as against the
rights of creditors or subsequent purchasers for valuable consideration; the
total amount of indebtedness secured by this Mortgage may decrease or increase
from time to time, but the total unpaid balance so secured at any one time shall
not exceed the maximum principal amount of TWENTY-SIX MILLION EIGHT HUNDRED
FORTY-FIVE THOUSAND AND NO/100 DOLLARS ($26,845,000.00), plus interest, and any
disbursements made for
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the payment of ad valorem real estate taxes, levies or insurance on the property
covered by the lien of this Mortgage with interest on those disbursements; the
Mortgagor hereby grants, bargains, sells, conveys, assigns, transfers,
mortgages, pledges, delivers, sets over, warrants and confirms to the Mortgagee:
ALL those certain lots, pieces, or parcels of land with the buildings
and improvements now and/or hereafter situate thereon, commonly known as Xxxx
Xxxx Centre, lying and being in Seminole County, Florida (hereinafter
collectively called the "Property"), the legal description of which is set forth
on Exhibit A attached hereto and by this reference made a part hereof with the
same force and effect as though the contents of said Exhibit A were set forth
herein at length.
TOGETHER WITH all and singular the tenements, hereditaments, easements,
including that certain Declaration of Reciprocal Easements dated November 13,
1987 and recorded in Official Records Book 1906, page 797, of the Public Records
of Seminole County, Florida, and that certain Supplemental Declaration of
Reciprocal Easements dated August 18, 1988 and recorded in Official Records Book
1988, Page 1502, of the Public Records of Seminole County, Florida, riparian and
other rights thereunto now or hereafter belonging or in anywise appertaining;
and the rights, if any, in all adjacent roads, ways, streams and alleys; and the
reversion or reversions, remainder and remainders, rents, issues and profits
thereof; and also all the estate, right, title, interest, property, claim and
demand whatsoever of the Mortgagor of, in and to the same and of, in and to
every part and parcel thereof.
TOGETHER WITH all machinery, apparatus, equipment, fittings, fixtures,
furniture and furnishings, which furniture and fixtures shall be free of liens
prior to the lien of this instrument, whether actually or constructively
attached to said Property, including all trade, domestic and ornamental
fixtures, and articles of property of every kind and nature whatsoever
(hereinafter collectively called "Equipment"), now or hereafter owned by
Mortgagor and located in, upon or under said Property or any part thereof and
used or useable in connection with any present or future operation of said
Property, including, but not limiting the generality of the foregoing, all
heating, air conditioning, air cooling, sprinkling, freezing, lighting, electric
distribution, laundry and incinerating apparatus, fixtures, conduits and
attachments, and dynamo and generating equipment; engines, pipes, pumps, tanks,
motors, switchboards, lifting stations, plumbing and plumbing fixtures; lifting,
cleaning, fire prevention, fire extinguishing, refrigerating, ventilating,
sewage processing and communications apparatus; boilers, ranges, furnaces, oil
burners or units thereof; appliances, carpeting, underpadding, vacuum cleaning
systems; elevators, escalators; shades, awnings, screens, blinds, storm doors
and windows; all of which foregoing items set forth in this paragraph are hereby
declared to be part of the real estate and covered by this Mortgage; together
also with all additions thereto and replacements thereof (Mortgagor hereby
agreeing with respect to all additions and replacements, to execute and deliver
from time to time such further instruments as may be requested by Mortgagee to
confirm their inclusion herein.)
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TOGETHER WITH (a) any and all awards or payments, including interest
thereon and the right to receive the same, growing out of or as a result of any
exercise of the right of eminent domain, including the taking of said Property
or payment for alteration of the grade of any street upon which said Property
abuts, or any other injury to, taking of, or decrease in the value of, said
Property to the extent of all amounts which may be owing the indebtedness
secured by this Mortgage at the date of receipt of any such award or payment by
Mortgagee, and the reasonable attorney's fees, costs and disbursements incurred
by Mortgagee in connection with the collection of such award or payment; (b) any
unearned premiums on any hazard, casualty, liability, or other insurance policy
carried by Mortgagor for the benefit of Mortgagee and/or the Property; and (c)
Mortgagor's rights under any and all contracts, permits, licenses, plans or
intangibles now or hereafter dealing with, affecting or concerning the Property,
including, but not limited to, all contracts of Mortgagor for or related to the
construction of improvements on or upon the Property, and all of Mortgagor's
rights arising from or growing out of such contracts, including performance
and/or materialmen's bonds and any other related choses-in-action.
TOGETHER WITH (a) all of Mortgagor's rights further to encumber said
Property for debt except by such encumbrance which by its actual terms and
specifically expressed intent shall be and at all times remain subject and
subordinate to (i) any and all tenancies in existence when such encumbrance
becomes effective, and (ii) any tenancies thereafter created; Mortgagor hereby
(i) representing as a special inducement to Mortgagee to make this loan, that as
of the date hereof there are no encumbrances to secure debt junior to this
Mortgage, and (ii) covenanting that there are to be none as of the date hereof
or the date when this Mortgage is recorded; and (b) all of Mortgagor's rights to
enter into any lease or lease agreement which would create any tenancy that is
or may become subordinate in any respect to any mortgage other than this
Mortgage.
TO HAVE AND TO HOLD the above-described and granted Property,
Equipment, appurtenances and rights, all of which are collectively referred to
herein as the "Premises" unto the Mortgagee in fee simple forever.
PROVIDED, HOWEVER, that these presents are upon the condition that if
the Mortgagor shall pay or cause to be paid to the Mortgagee the principal and
all interest payable in respect to the Note or any future advance made hereunder
at the time and in the manner stipulated therein and herein, all without any
deduction or credit for taxes or other similar charges paid by the Mortgagor,
and shall keep, perform and observe all and singular the covenants and promises
in the Note, and/or future advance agreement, and any renewal, extension or
modification thereof, and in this Mortgage expressed to be kept, performed and
observed by and on the part of the Mortgagor, all without delay, then this
Mortgage, and all the interests and rights hereby granted, bargained, sold,
conveyed, assigned, transferred, mortgaged, pledged, delivered, set over,
warranted and confirmed, shall cease, terminate and be void, but shall otherwise
remain in full force and effect.
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Mortgagor covenants and warrants that Mortgagor has good and marketable
title to the Premises and is lawfully seized and possessed of the Premises in
fee simple and has good right to sell and convey the same; that the Premises are
unencumbered except as may be herein expressly provided except for those
encumbrances which appear as exceptions title within the updated title
commitment, dated November __, 1995, from Lawyers Title Insurance Company,
Commitment Number 2-9501267A; that the Mortgage, when properly recorded, shall
be a first lien on the Premises, and that Mortgagor will forever warrant and
defend the Premises unto the Mortgagee against the lawful claims and demands of
all persons whomsoever and shall make such further assurances to perfect fee
simple title to the Premises in the Mortgagee as reasonably may be required. The
Mortgagor further covenants and agrees with the Mortgagee as follows:
1. The Mortgagor will pay all sums due Mortgagee at the time and in the
manner provided under the Note, this Mortgage or any instrument evidencing a
future advance or any other instrument evidencing and/or securing the
indebtedness secured hereby. Prepayment shall only be permitted under the terms
concerning prepayment set forth in the Note.
2. Mortgagor will pay, when due and payable, all taxes, assessments
(general or special) and other charges levied on, or assessed, placed or made
against the Premises, this instrument, and/or the Note, and/or any interest of
the Mortgagee in the Premises, and/or the obligations secured hereby or
reflected herein, and deliver to Mortgagee receipts showing payment in full of
the same at least thirty (30) days before the last day upon which such taxes or
assessments may be paid without the imposition of interest or other late charge
or penalty. Mortgagee shall not enforce this Paragraph 2 so long as Mortgagor is
not in default under this Mortgage (including, without limitation Paragraph 3)
or under the Note which it secures. Nothing herein contained shall require
Mortgagor to pay Mortgagee's income taxes.
3. Mortgagor shall pay to Mortgagee in advance, together with, and in
addition to, the payments of principal and/or interest payable under the terms
of the Note or any instrument covering any future advance or any modification of
either or both of them, on the required monthly installment paying dates, an
amount sufficient, as estimated by Mortgagee, to provide Mortgagee with funds to
pay said taxes, assessments and other charges next due thirty (30) days prior to
the date when the same are due (as modified by the provisions of Paragraph 8
below). In no event shall Mortgagee be liable for any interest on any amount
paid to it as herein required. Mortgagor will furnish to Mortgagee, thirty (30)
days before the date on which the same shall become due, an official statement
of the amount of said taxes and assessments next due and Mortgagee shall pay
said charges, but only if sufficient funds remain in the impound account. An
official receipt therefor shall be conclusive evidence of such payment and of
the validity of any such charge. In the event that the Mortgagee elects to pay
any such taxes or assessments, notwithstanding that there
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are insufficient funds in the account, the amount advanced in excess of such
amount shall become immediately due and payable to Mortgagee and shall become
part of the secured indebtedness and bear interest at the rate of interest set
forth in the Note from the date of such advancement unless such advance has been
made after there has been a default as herein defined in which event interest
shall be charged at the Augmented Rate (as defined in the Note). In the event of
any default hereunder, Mortgagee may, at its option, apply such impounds so held
by it on account of the indebtedness in such order of priority as the Mortgagee
may deem appropriate. The amount of existing credit hereunder at the time of any
transfer of the title to the Premises shall, without any specific assignment
thereof, inure to the benefit of the successor/owner of the Premises. Upon
payment in full of the secured indebtedness, the amount of any unused credit
shall be paid over to the owner of record as of the date of such full payment.
4. (a) The Mortgagor will keep the buildings on the Premises and the
Equipment insured by policies, in form approved by Mortgagee, for the benefit of
Mortgagee, with companies approved by Mortgagee, against loss or damage by fire,
lightning, windstorm, vandalism, malicious mischief, hail, explosion, collapse,
riot, riot attending a strike, civil commotion, aircraft, vehicles, flood and
smoke and (as, when and to the extent insurance against war risk is obtainable
from the United States of America or any agency thereof) against war risks, and
maintain rent coverage and broad form extended coverage, all in amounts approved
by Mortgagee (but in no event lower than the greater of the amount of the
subject indebtedness and the replacement cost of the Premises); that on blanket
policies an Agreed Amount Endorsement shall be provided; that regardless of the
types or amounts of insurance required and approved by the Mortgagee, the
Mortgagor will assign and deliver to the Mortgagee all policies of insurance or
certified copies of such policies together with certificates of insurance which
insure against any loss or damage to the Premises, as collateral and further
security for the payment of the money secured by this Mortgage, with loss
payable to the Mortgagee pursuant to an acceptable mortgagee clause, without
contribution, satisfactory to the Mortgagee; that if the Mortgagor defaults in
so insuring the Premises or in so assigning and delivering the policies, the
Mortgagee may, at the option of the Mortgagee, effect such insurance from year
to year and pay the premiums therefor, and that the Mortgagor will reimburse the
Mortgagee for any premiums so paid, with interest at the Augmented Rate (as
defined in the Note) from time of such payment, on demand, and the same shall be
secured by this Mortgage; that if the Mortgagee by reason of such insurance
receives any money for loss or damage, such amount may, at the option of the
Mortgagee, be retained and applied by the Mortgagee toward the payment of the
indebtedness, or be paid over wholly or in part to the Mortgagor for the repair
of said buildings or for the erection of new buildings in their place, or for
any other purpose or object satisfactory to the Mortgagee, but the Mortgagee
shall not be obligated to see to the proper application of any amount paid over
to the Mortgagor; (b) that not less than thirty (30) days prior to the
expiration dates of each policy required of the Mortgagor pursuant to this
paragraph, the Mortgagor will deliver to the Mortgagee a renewal policy or
policies marked "premium paid" or accompanied by other evidence of payment
satisfactory to the Mortgagee; (c) that in the event of a foreclosure of this
Mortgage the purchaser of the
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Premises shall succeed to all the rights of the Mortgagor, including any right
to unearned premiums, in and to all policies of insurance assigned and delivered
to the Mortgagee pursuant to the provisions of this paragraph) and (d) in
addition to the foregoing, Mortgagor shall obtain and carry, or cause to be
obtained and carried, for the benefit of itself, its tenant(s) and Mortgagee,
commercial general liability insurance in which the Mortgagor, its tenant(s) and
Mortgagee are named as additional insureds with initial limits of not less than
Three Million and No/100 Dollars ($3,000,000.00) or such greater or, different
limits as Mortgagee may reasonably require with such companies, on such terms in
such form and for such periods as Mortgagee shall from time to time approve.
Such policy shall also be endorsed to cover the liability of the Mortgagor and
its tenant(s) with respect to damages arising from any loss or damage sustained
by any person while on the Premises. Evidence of the payment of premiums for
each policy, satisfactory to Mortgagee, shall be timely deposited with Mortgagee
and each such policy shall be noncancellable without at least thirty (30) days'
advance written notice to Mortgagee and Mortgagee shall receive the replacement
or renewal policy from the Mortgagor at least thirty (30) days prior to the
expiration of any expiring policy. In addition to all of the above, in the event
the subject Premises is within a flood zone, Mortgagor shall obtain Flood
Insurance on the subject property and improvements, to be issued by a company
acceptable to Mortgagee, with such policy and coverage and in such amount as
shall be acceptable to Mortgagee.
5. No building or other property now or hereafter covered by the lien
of this Mortgage shall be removed, demolished or materially altered or enlarged,
nor shall any new building be constructed without the prior written consent of
the Mortgagee, except that the Mortgagor shall have the right, without such
consent, to remove and dispose of, free from the lien of this Mortgage, such
Equipment as from time to time may become worn out or obsolete provided that
simultaneously with or prior to such removal any such Equipment shall be
replaced with other equipment of a value at least equal to that of the replaced
Equipment and free from any title retention or other security agreement or other
encumbrance, and by such removal and replacement, the Mortgagor shall be deemed
to have subjected such new Equipment to the lien of this Mortgage. All buildings
and other improvements which comprise a portion of the Premises shall be
maintained in tenantable condition and free of structural deficiency.
6. The Mortgagor will maintain and operate, and do everything necessary
to maintain and operate, the Premises in good condition and repair and in a
first-class manner, and will not commit or suffer any waste of the Premises, and
will comply with, or cause to be complied with, all statutes, ordinances and
requirements of any governmental authority having jurisdiction over the Premises
or its use; that the Mortgagor will promptly pay all utility fees for service
provided to the Premises; that the Mortgagor will promptly repair, restore,
replace or rebuild any part of the Premises now or hereafter subject to the lien
of this Mortgage which may be damaged or destroyed by any casualty whatsoever or
which may be affected by any proceeding of the character referred to in
Paragraph 24 below; that the Mortgagor will complete and pay for, within a
reasonable time, any structure at any time
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in the process of construction on the Property; and that the Mortgagor will not
initiate, join in or consent to any change in any private restrictive covenant,
zoning ordinance, easement, or other public or private restrictions, limiting or
defining the uses which may be made of the Property or any part thereof.
7. The Mortgagee and any persons authorized by the Mortgagee shall have
the right to enter and inspect the Premises at all reasonable times; and that
if, at any time after default by the Mortgagor in the performance of any of the
terms, material covenants or provisions of this Mortgage or the Note, the
management or maintenance of the Premises shall be determined by the Mortgagee
in the exercise of reasonable business judgment to be unsatisfactory, the
Mortgagor shall employ, for the duration of such default and at Mortgagor's sole
expense, as managing agent of the Premises, any person from time to time
designated by the Mortgagee.
8. Mortgagor shall faithfully perform the covenants of Mortgagor as
lessor or lessee under any present and future leases (including without
limitation all ground leases and all space leases) affecting all or any portion
of the Premises, and neither do nor neglect to do, nor permit to be done,
anything which may cause the termination of said leases, or any of them, except
with the prior written consent duly issued by the Mortgagee, or which may
diminish or impair their value, or the rents provided for therein, or the
interest of Mortgagor or Mortgagee therein or thereunder. All such leases are to
be subordinate to or superior, at Mortgagee's option, to the lien of this
instrument. No such ]ease shall be subordinate to any lien or charge other than
the lien of this instrument, or depend in any manner upon property not subject
to the lien of this instrument. Mortgagor, without first obtaining the written
consent of Mortgagee thereto, shall not (a) assign the rents, or any part
thereof, from the Premises, (b) enter into any lease of the Premises or any
portion thereof, (c) consent to the cancellation or surrender of any lease of
the Premises, or any part thereof, now existing or hereafter to be made, (d)
modify any such lease so as to shorten the unexpired term thereof, or so as to
decrease the amount of the rent payable thereunder and/or (e) allow any such
lease to be subordinate to a lien or charge other than the lien held by
Mortgagee pursuant to this Mortgage and the other documents evidencing and/or
securing the indebtedness secured hereby and/or (f) collect any rent more than
two (2) months in advance of the due date thereof. Mortgagor shall procure and
deliver to the Mortgagee at any time within thirty (30) days after notice and
demand, estoppel letters or certificates from tenants in possession of the
Premises, or any part thereof, as required by, and in form and substance
satisfactory to Mortgagee in the exercise of its reasonable discretion unless a
given lease dictates that a different form be used, and deliver to Mortgagee a
recorded assignment of all the lessor's interest in said leases, in form and
substance satisfactory to Mortgagee (in addition to the assignment hereunder),
and proof of due service of a copy of said assignment on each lessee, either
personally or by prepaid certified mail, return receipt requested. This
assignment is a present and complete assignment from the Mortgagor to Mortgagee
and is not merely the granting of the security interest. The parties hereto
further intend that the rents (and any payments made in lieu
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of rents) be absolutely assigned, so that such rents and other payments are no
longer the property of the Mortgagor during the term of this instrument and do
not constitute any of the assets of any estate of the Mortgagor as defined by 11
USC /section/541 of the Bankruptcy Code and that such rents and other payment
will not constitute collateral, cash, or otherwise, of the Mortgagor. The
Mortgagor waives any rights of set-off against the said lessees or any of them.
No lease shall be dependent for any purpose on any property other than
that which secures this Mortgage nor shall any lease include, in the description
of demised premises, by reference or otherwise, any property other than that
which secures this Mortgage Except as set forth above, no lease shall be deemed
acceptable to Mortgagee unless and until express written approval thereof is
given by Mortgagee.
Notwithstanding anything contained herein to the contrary, Mortgagor
shall be permitted without first obtaining Mortgagees prior written consent to
enter into leases for tenants occupying 5,000 square feet or less provided that
such lease is on a standard form approved by Mortgagee and the economic terms of
such lease meet then current market standards. Further, Mortgagor shall be
permitted to make modifications to leases and to consent to lease assignments
and sublets or to terminate leases if the tenant is in monetary default
thereunder without obtaining Mortgagee's prior written consent, provided such
modification and/or lease assignment or sublet pertains to a tenant leasing less
than 5,000 square feet. Mortgagor shall submit to Mortgagee a standard lease
form for review and approval. All other changes or lease modifications will
require Mortgagee's consent in each instance.
Notwithstanding anything contained herein to the contrary, Mortgagee
acknowledges that K-Mart is separately assessed for its share of real estate
taxes and assessments and shall be permitted to pay its share of the real estate
taxes and assessments directly to Seminole County and any other applicable and
the appropriate taxing authority so that no monthly deposit will be collected
for K-Mart. As to the out parcels currently occupied by Chili's; Burger King;
and NationsBank; Mortgagee also acknowledges that said out parcel tenants are
also separately assessed for real estate taxes and assessments and may pay their
taxes directly to Seminole County or other applicable or appropriate taxing
authority and no monthly tax escrow will be collected for such tenants provided
such out parcel tenants remain as tenants at the Premises and that such out
parcel tenants maintain substantially the same financial strength in the future
as they have as of the date hereof as evidenced in the annual report for each
respective out parcel tenant copies of which shall be obtained upon the issuance
thereof and forwarded by Mortgager to Mortgagee. If there is a change in the
financial strength of an out parcel tenant as evidenced in its annual report,
Mortgagor agrees that as to that out parcel tenant that Mortgagee will require
the collection of a monthly tax escrow. Mortgagor agrees that in the event it
receives the tax bills for any tenant within the Premises that pays its tax xxxx
directly to Seminole County or other applicable and appropriate taxing authority
that Mortgagor will forward copies of the tax xxxx to the respective tenant so
as to assure timely payment of such tax xxxx. Provided that Mortgagee has
sufficient sums on deposit to pay the real estate taxes and assessments for
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which Mortgagee has collected an escrow, Mortgagee will endeavor to pay such
real estate taxes and assessments in November of each year so as to take
advantage of the discount currently offered for early payment.
9. Mortgagor shall execute and deliver (and pay the costs of
preparation and recording thereof) to Mortgagee and to any subsequent holder
hereof, from time to time upon demand, any further instrument or instruments,
including, but not limited to mortgages, security agreements, financing
statements, assignments and renewal and substitution notes, so as to reaffirm,
to correct and to perfect the evidence of the obligation hereby secured and the
legal security title of Mortgagee to all or any part of the Premises intended to
be hereby mortgaged, whether now mortgaged, later substituted for, or acquired
subsequent to the date of this Mortgage and extensions or modifications hereof.
10. The Mortgagor and Mortgagee, upon request from each other
respectively, made either personally or by mail, shall certify, by a writing
duly acknowledged to the other, or to any proposed assignee of this Mortgage,
the amount of principal and interest then owing on this Mortgage and whether any
offsets or defenses exist against the mortgage debt within six (6) days in case
the request is made personally, or within ten (10) days after the receipt of
such request in case the request is made by mail.
11. Mortgagor shall provide to Mortgagee quarterly together with the
operating statements set forth below, a current rent roll for the Premises in
form and substance satisfactory to Lender. Each such rent roll shall be
certified by a principal in the ownership of the Premises and shall contain, at
a minimum, each of the following: tenant's name; suite number or space number
(as applicable); the exact number of Net Rentable Square Feet; the rental rate,
the exact description of all renewal options; a specific description of all
additional rents being paid (i.e., CAM; insurance, taxes; etc.); and a statement
indicating whether or not the specific tenant is actually in occupancy and is
actually paying rent as stated in said rent roll. Mortgagor shall provide to
Mortgagee quarterly operating statements (to include current cash flow and
up-to-date payables and receivables) for the Premises, all to be in form and
content satisfactory to Mortgagee, and all to be received by Mortgagee by the
fifteenth (l5th) day of the following months (i.e., respectively, April 15; July
15; October 15; and January 15). The first such items shall be due January 15,
1996, for the period from the date hereof through December 31, 1995. All such
operating statements must be prepared by a duly qualified independent certified
accountant and certified by Mortgagor showing, in detail, all such income and
expenses since the last such quarterly operating statement. Mortgagor shall
deliver to Mortgagee within ninety (90) days after the close of each fiscal year
of Mortgagor, in form and detail satisfactory to the Mortgagee, (i) an annual
audited financial statement on the Mortgagor and the parent company of the
Mortgagor, Equity One, Inc.; (ii) a statement in such reasonable detail as
Mortgagee may request, certified by the affidavit of a principal in the
ownership of the Property, of the leases relating to the Premises, and (iii) a
statement in such reasonable detail as Mortgagee may request, certified by a
certified public accountant acceptable to Mortgagee, or by Mortgagor's
accountant but only if, supported by the affidavit of a principal in the
ownership of the Property, of the income from and expenses of the
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following: (a) the conduct of any business on the Premises, (b) the operation of
the Premises, or (c) the leasing of the Premises, or any part thereof, for the
previous fiscal year, and, on demand, Mortgagor shall furnish to Mortgagee
copies of any executed leases and convenient facilities for the audit and
verification of any such statement. All information (operating statements, rent
rolls, etc.) required to be furnished to Mortgagee pursuant to this instrument
shall be addressed as follows: The Mutual Life Insurance Company of New York,
c/o ARES Realty Capital, Inc., Xxxxx 000, 0000-X Xxxxxxxxx Xxxxx, Xxxxxxx,
Xxxxxxx 00000, Attention: Xx. Xxxx Xxxxxxx. Mortgagor represents that its tax
year ends December 31st. All such information, including without limitation, the
annual and the quarterly materials required hereunder, shall only include the
information concerning the Premises and not information concerning any property
not included within the Premises.
12. All rents, issues and profits of the mortgaged Premises and the
right, title and interest of the Mortgagor in and under all leases now or
hereafter affecting said Premises are hereby assigned and transferred to the
Mortgagee. So long as no default shall exist in compliance with any requirement
hereof or of any other instrument at any time executed with respect to this
Mortgage, the Mortgagor may collect assigned rents and profits for not more than
two (2) months in advance of the due date thereof, but upon the occurrence of
any such default, or at such later time as the Mortgagee in its sole discretion
may fix by written notice, all right of the Mortgagor to collect or receive
rents or profits shall wholly terminate.
13. There shall be no construction on the property covered by this
Mortgage (other than repairs and maintenance in the ordinary course of business)
without the prior written approval and consent of Mortgagee after the submission
of plans and specifications for such construction to Mortgagee.
14. The whole of the principal sum and the interest secured hereby
shall become due at the option of the Mortgagee and the Mortgagee shall have all
the rights accorded Mortgagee by law and hereunder to enforce this Mortgage and
the Note secured hereby: (a) after default in the payment of any installment of
principal and/or of interest under the Note; or (b) thirty (30) days after
written notice for the default in the payment of any tax, water rate or
assessment after the same becomes due; or (c) after default after thirty (30)
days' notice and demand either in assigning and delivering the policies of
insurance herein described or referred to or in reimbursing the Mortgagee for
premiums paid on such insurance as herein provided; or (d) after default for
thirty (30) days after a request for furnishing a statement of the amount due on
the Mortgage and whether any offsets or defenses exist to the payment of all
indebtedness secured hereby; or (e) after default for thirty (30) days after
notice and demand in the payment of any installment of any assessment for local
improvements which may now or hereafter affect the Premises and may be or become
payable in installments; or (f) after default for thirty (30) days after notice
and demand in the repayment of any sum advanced by Mortgagee in accordance with
the terms hereof to protect the security hereof; or (g) upon the actual or
threatened waste, removal or demolition of, or material alteration to or
enlargement of any building or other improvement on the Premises or upon the
commencement of unpermitted construction of
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any new building(s) on any part of the Premises; or (h) thirty (30) days after
written notice for failure to keep in force the insurance required by Paragraph
4 above; or (i) upon additional assignment, in whole or in part, by the
Mortgagor of the whole or any part of the rents, income or profits arising from
the Premises without the prior written consent of the Mortgagee; or (j) after
default for thirty (30) days after notice and demand in the remove of any
Federal tax lien on the Premises; or (k) after default for thirty (30) days
after notice from Mortgagee to Mortgagor in the observance or performance of any
other covenant(s) or agreement(s) of the Mortgagor hereunder; or (l) upon the
election by the Mortgagee to accelerate the maturity of said principal sum
pursuant to the provisions of any other instrument which may be held by the
Mortgagee as additional security for the Note; or (m) after failure to comply
within thirty (30) days with a requirement or order or notice of violation of a
law or ordinance issued by any political subdivision or governmental department
claiming jurisdiction over the Premises or any operation conducted on the
Premises, or in the case of a noncompliance which cannot be cured or complied
with within said period, in the event that the Mortgagor does not commence to
comply with said orders or notices within said period and shall not thereafter
diligently pursue such cure to completion (notwithstanding the foregoing,
Mortgagor shall be permitted to contest such law or ordinance on reasonable
grounds provided the priority of this Mortgage shall not thereby be impaired; or
(n) upon the issuance of any order by the State of Florida, or any
instrumentality thereof, any administrative board thereof or any department
thereof, declaring unlawful or suspending the current operation of the Premises
or any material portion thereof; or (o) upon the filing of or against the
Mortgagor (including the filing of or against any general partner comprising
Mortgagor) of any petition or application for relief, extension, moratorium or
reorganization under any bankruptcy, insolvency or debtor's relief law or law
"hereunder the Mortgagor (or any general partner comprising Mortgagor) is making
an assignment for the benefit of creditors, or entering into any such trust, or
mortgage arrangement or becoming a party to any receivership proceeding; or (p)
should any representation, warranty, or covenant made by Mortgagor or any other
authorized representative of Mortgagor in any other instrument or document
executed in connection with this Mortgage, or in any certificate, agreement,
affidavit or statement contemplated by, or made or delivered pursuant to, or in
connection with, any such documents, prove to have been materially incorrect or
materially misleading; or (q) in the event of a further encumbrancing for debt,
or transfer of the Premises or a change in management in violation of any term
of this Mortgage without the prior explicit written consent of the Mortgagee. No
consent or waiver expressed or implied by Mortgagee to or of any default by
Mortgagor hereunder shall be construed as a consent or waiver to or of any
further default of the same or any other term, covenant, condition or provision
hereof, or of or under any of the obligations secured hereby; and no consent or
waiver shall be deemed or construed to exist by reason of any course of conduct
or in any other manner whatsoever except by a writing duly executed by the
Mortgagee and then only to the single occasion to which such writing is
addressed.
15. Any notice which any parties hereto may desire or be required to
give to the other party shall be in writing and shall be forwarded either by
certified mail return receipt requested or by overnight courier service. In the
event transmittal is made by certified mail, notice shall be deemed given three
(3) business days after such notice was deposited with
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the U.S. Postal Service. In the event transmittal is made by overnight courier
service, notice shall be deemed made the following business day after such
notice was deposited with the overnight courier service. The designated place of
notice set forth below may be changed from time to time by the parties hereto by
written notice of such change. Notices required hereunder shall be addressed as
follows:
To Mortgagee: THE MUTUAL LIFE INSURANCE
COMPANY OF NEW YORK
Glenpointe Marketing and Operations Center/MONY
000 Xxxxx X. Xxxx Xxxxxxxxx, M.D. 73-21
Xxxxxxx, XX 00000
with copies to:
The Mutual Life Insurance Company of New York
c/o ARES Realty Capital, Inc.
Xxxxx 000
0000-X Xxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Attention: Vice President - Real Estate
To Mortgagor: EQUITY ONE (XXXX XXXX) INC.
Penthouse
000 00xx Xxxxxx
Xxxxx Xxxxx, Xxxxxxx 00000
Attention: Xx. Xxxxx Xxxxxx, Vice President
16. In the event of any default in the performance of any of the
Mortgagor's covenants or agreements herein, and after applicable notice and cure
period, if any, the Mortgagee may, upon written notice to Mortgagor and at the
option of the Mortgagee, perform the same and the cost thereof, with interest at
the Augmented Rate set forth in the Note, shall immediately be due from the
Mortgagor to the Mortgagee and secured by this Mortgage.
17. The Mortgagee, in any action to foreclose this Mortgage, or upon
the actual waste to any part of the Premises, shall be at liberty to apply for
the appointment of a receiver of the rents and profits of the Premises with
notice to Mortgagor, and shall be entitled to the appointment of such a receiver
as a matter of right, without consideration of the value of the Premises as
security for the amounts due the Mortgagee, or the solvency of any person liable
for the payment of such amounts.
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18. In the event of the passage after the date of this Mortgage of any
Federal, state or local law, deducting from the value of real property for the
purposes of taxation any lien thereon, or changing in any way the laws for the
taxation of mortgages or debts secured by mortgages for Federal, state or local
purposes, or the manner of the collection of any such taxes, and imposing a tax,
either directly or indirectly, on this Mortgage or the Note, the holder of this
Mortgage and of the debt which it secures shall have the right to declare the
principal sum and the interest due, without payment of a prepayment penalty, on
a date to be specified by not less than one hundred eighty (180) days written
notice to be given to the Mortgagor by the Mortgagee, provided, however, that
such election shall be ineffective if the Mortgagor is permitted by law to pay
the whole of such tax in addition to all other payments required hereunder and
if the Mortgagor, prior to such specified date does not pay such tax and agrees
to pay any such tax when thereafter levied or assessed against the Premises, and
such agreement shall constitute a modification of this Mortgage.
19. If at any time the State of Florida shall determine that the
intangible tax paid in connection with this Mortgage is insufficient and/or that
the documentary stamps affixed to the Note or hereto are insufficient and that
additional intangible tax should be paid and/or that additional stamps should
thereafter be affixed, the Mortgagor shall pay for the same, together with any
interest or penalties imposed in connection with such determination, and the
amount of money needed to pay for such tax, stamps and penalties shall, until
such tax is paid and stamps are purchased and affixed by Mortgagor, be a portion
of the indebtedness secured by this Mortgage and bear interest from the date of
such determination at the Augmented Rate (as defined in the Note).
20. If the Mortgagee shall incur or expend any sums, including
reasonable attorney's fees, whether in connection with any action, proceeding or
appeal, or not, to sustain the lien of this Mortgage or its priority or any
other action, proceeding or appeal, or to protect or enforce any of its rights
hereunder, or to recover any indebtedness hereby secured, or for any title
examination or title insurance policy relating to the title of the Premises, all
such sums shall on notice and demand be immediately paid by the Mortgagor,
together with interest thereon at the said Augmented Rate and shall be a lien on
the Premises, prior to any right or title to, interest in, or claim upon, the
Premises subordinate to the lien of this Mortgage, and shall be deemed to be
secured by this Mortgage and evidenced by the Note; and that in any action or
proceeding to foreclose this Mortgage, or to recover or collect the debt secured
hereby, the provisions of the law respecting the recovery of costs,
disbursements and allowances shall prevail unaffected by this covenant.
21. When and if Mortgagor and Mortgagee shall respectively become the
Debtor and Secured Party in any Uniform Commercial Code Financing Statement
affecting property either referred to or described herein, or in any way
connected with the use and enjoyment of the Premises and located thereon, this
Mortgage shall be deemed the Security Agreement as defined in said Uniform
Commercial Code, and the remedies for any violation of the
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covenants, terms and conditions of the agreements herein contained shall be as
prescribed (i) herein, or (ii) by general law, or (iii) as to such part of the
security which is also reflected in said Financing Statement by the specific
statutory provisions now or hereafter; enacted and specified in the Uniform
Commercial Code, all at Mortgagee's sole election Mortgagor and Mortgagee agree
that the filing of such a Financing Statement in the records normally having to
do with personal property shall never be construed as in anywise derogating from
or impairing this declaration, and it is the hereby stated intention of the
parties hereto, that everything used in connection with the production of income
from the, Premises and/or which is described or reflected in this Mortgage is,
and at all times and for DC, all purposes and in all proceedings, both legal and
equitable, shall be regarded as part of the real estate irrespective of whether
(i) any such item is physically attached to the improvements, (ii) serial
numbers are used for the better identification of certain equipment items
capable of being thus identified in a recital contained herein or in a list
filed with the Mortgagee, (iii) any such item is referred to or reflected in any
such Financing Statement so filed at any time.
Similarly, the mention in any such Financing Statement of (a) the
rights in or the proceeds of any fire and/or hazard insurance policy, or (b) any
award in eminent domain proceedings for a taking or for loss of value, or (c)
the debtor's interest as lessor in any present or future lease or rights to
income growing out of the use and/or occupancy of the property mortgaged hereby,
whether pursuant to lease or otherwise, shall never be construed as in anywise
altering any of the rights of Mortgagee as determined by this instrument or
impugning the priority of the Mortgagee's interest granted hereby or by any
other recorded document, but such mention in the Financing Statement is declared
to be for the protection of the Mortgagee in the event any court or judge shall
at any time hold with respect to (a), (b), or (c) that notice of Mortgagee's
priority of interest to be effective against a particular class of persons,
including but not limited to the Federal government and any subdivisions or
entity of the Federal government, must be filed in the Commercial Code records.
22. If, from any circumstances whatever, fulfillment of any provision
of this Mortgage, the Note which it secures or any other instrument securing or
evidencing the loan secured hereby shall transcend the limit of validity
prescribed by the usury statute or any other law of the State of Florida, then
IPSO FACTO the obligation to be fulfilled shall be reduced to the limit of such
validity so that in no event shall any exaction be possible under this Mortgage,
the Note which it secures or such other instrument that is in excess of the
limit of such validity, but such obligation shall be fulfilled to the limit of
such validity. And in no event shall the Mortgagor, its heirs, representatives,
successors or assigns, be bound to pay for the use or detention of the money
loaned and secured hereby, or the Mortgagee's forbearance in collecting same,
interest, or payments in the nature of interest of more than the maximum rate
lawfully collectible in accordance with the applicable laws of the State of
Florida; the right to demand any such excess shall be and is hereby waived. The
provision of this paragraph shall control every other provision of this
Mortgage, the Note which it secures and any other undertaking, agreement or
document evidencing, supporting
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or securing the loan secured hereby. Mortgagor and Mortgagee intend that all of
the provisions hereof shall be valid and enforceable as specifically set forth.
Any judicial determination that any provision hereof shall not be valid or
enforceable as specifically set forth shall not result in such provision being
declared invalid but same shall be deemed modified in such manner so as to
result in the same being valid and enforceable to the maximum extent permitted
by law. As to any portion that is actually determined by a competent court
having jurisdiction to be invalid, it is the intention of the Mortgagor and the
Mortgagee that the remainder of the document (or if applicable), clause,
paragraph, or article shall be enforced as written and the declaration of
invalidity shall apply only to then clause, paragraph or article in question.
23. Mortgagee shall have the right to mature the indebtedness and
foreclose this Mortgage if, without the prior written consent of the Mortgagee,
(a) the Premises, or any portion thereof, shall in any manner be transferred, or
(b) any stock, beneficial interest or partnership interest of any corporation,
trust or partnership comprising Mortgagor shall be transferred, assigned,
pledged, hypothecated, mortgaged or encumbered, or additional partners are added
to any partnership comprising Mortgagor, if any, or (c) if any such corporation,
trust or partnership is dissolved or terminated, by operation of law or
voluntarily. All transfers shall be subject to Mortgagee's prior written
consent, which consent shall be at Mortgagee's sole discretion and may be
conditioned upon payment of a reasonable fee and an increase in the rate of
interest or a change in other terms and conditions hereof and of the Note to
reflect the then current market conditions.
In case of any sale or transfer under this Mortgage by virtue of
judicial proceedings or otherwise, the Premises may be sold in one parcel and as
an entirety or in such parcels, manner and order as the Mortgagee in its sole
discretion may elect.
Notwithstanding the foregoing, upon not less than thirty (30) days
prior written notice, Mortgagee will allow a one (1) time transfer of the
ownership of the Premises by sale, transfer or conveyance provided that the
transferee assumes the obligations of Mortgagor under this Mortgage and the Note
secured hereby, provided further that such assignee is Equity One, Inc. or a
wholly-owned subsidiary thereof and if to a wholly-owned subsidiary of Equity
One, Inc., such entity must be a single asset entity. Mortgagor shall pay all of
Mortgagees expenses relating to such assignment including but not limited to
attorneys fees; title charges; and recording charges. In connection with a
transfer or assignment to Equity One, Inc. or a wholly-owned subsidiary thereof,
Mortgagee shall not charge a commitment fee or change the rate of interest set
forth in the Note.
24. Notwithstanding any taking by eminent domain, alteration of the
grade of any street or other injury to or decrease in value of the Premises by
any public or quasi-public authority or corporation, the Mortgagor shall
continue to pay interest on the entire principal sum secured hereby until any
such award or payment shall have been actually received by the Mortgagee, and
applied against the debt secured hereby, and such award of payment may, at the
option of the Mortgagee, be retained and applied by the Mortgagee toward
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payment of the monies secured by this Mortgage, or be paid over wholly or in
part to the Mortgagor for the purpose of altering, restoring or rebuilding any
part of the Premises which may have been altered, damaged or destroyed as a
result of any such taking, alteration of grade, or other injury to the Premises,
or for any other purpose or object satisfactory to the Mortgagee.
25. Any payment made in accordance with the terms of this Mortgage by
any person at any time liable for the payment of the whole or any part of the
sums now or hereafter secured by this Mortgage, or by any subsequent owner of
the Premises, or by any other person whose interest in the Premises might be
prejudiced in the event of a failure to make such payment, or by any
stockholder, officer or director of a corporation which at any time may be
liable for such payment or may own or have such an interest in the Premises,
shall be deemed, as between the Mortgagee and all persons who at any time may be
liable as aforesaid or may own the Premises, to have been made on behalf of all
such persons.
26. Acceptance by the Mortgagee of any payment which is less than full
payment of all amounts due and payable at the time of such payment, even if made
by one other than the obligor, shall not constitute a waiver of the Mortgagee's
right to exercise its option to declare the whole of the principal sum then
remaining unpaid, together with all accrued interest thereon, immediately due
and payable without notice except as otherwise provided herein, or any other
rights of the Mortgagee except and as to the extent otherwise provided by law.
27. Mortgagor consents to any and all renewals and extensions in the
time of payment of the secured indebtedness, and agrees further that, at any
time and from time to time without notice (a) the terms of payment provided for
in the Note may be modified or (b) the security described in this Mortgage
released (in whole or in part) or increased, changed or exchanged by agreement
between the Mortgagee and any owner of the Premises affected by this Mortgage
without in anywise affecting the liability of any party to the Note, or any
person liable or to become liable with respect to the secured indebtedness.
Mortgagor agrees that no sale of the Premises, no forbearance on the part of the
Mortgagee and no extensions, whether oral or in writing, of the time for the
payment of the whole or any part of the obligations hereby secured, or any other
indulgence given by Mortgagee, shall operate to relieve or, in any manner,
affect the original liability of the Mortgagor or the priority of this Mortgage
or to limit, prejudice or impair any right of the Mortgagee, notice of any such
extension, indulgence and forbearance being likewise waived by Mortgagor and all
those claiming by, through and under the Mortgagor.
28. Mortgagor shall not grant any lien or mortgage on the Premises or
any part thereof junior to this Mortgage without first obtaining the Mortgagee's
prior written consent, which consent Mortgagee may grant, withhold or condition
in its sole discretion;
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and if the Mortgagor shall, with the duly issued prior written consent of
Mortgagee, grant any lien or mortgage on the Premises junior to this Mortgage,
such junior lien or mortgage shall be subject to, in addition to all tenancies
now or hereafter affecting the Premises, all such renewals and extensions,
modifications, releases, increases, increase in interest rate, future advances,
changes or exchanges, without the joinder or consent of such junior lien
holder or mortgage holder, and without any obligation on Mortgagee's part to
give notice of any kind thereto. Notwithstanding the foregoing, Mortgagor
will not suffer or permit any act or omission whereby any of the
Premises or any of the Equipment shall become subject to any attachment,
judgment, lien, charge or other encumbrances whatsoever or whereby any of the
security represented by this Mortgage shall be impaired or threatened
Mortgagor will not directly or indirectly do anything or take any action which
might prejudice any of the rights, titles or interests of Mortgagee in or to
any of the Premises and/or impose or create any direct or indirect
obligation or liability on the part of the Mortgagee with respect to any of
the Premises.
29. The rights of the Mortgagee arising hereunder or allowed or
permitted Mortgagee by law shall be separate, distinct and cumulative, and the
selection of one remedy shall not preclude the selection of another or other
remedies until Mortgagee shall have recovered all sums due it, together with the
appropriate interest thereon and all costs of collections, including attorney's
fees and appellate attorney's fees.
30. Wherever used in this Mortgage, unless the context clearly
indicates a contrary intent or unless otherwise specifically provided herein,
the word "Mortgagor" shall mean "Mortgagor and/or any subsequent owner or owners
of the Premises," the word "Mortgagee" shall mean "Mortgagee or any subsequent
holder or holders of this Mortgage," the word "Note" shall mean "Note of even
date herewith secured by this Mortgage, and any additional notes hereafter to be
issued secured by this Mortgage pursuant to the future advance provision
hereof;" the word "person" shall mean "an individual, corporation, partnership
or unincorporated association, joint stock corporation and joint venture," and
pronouns of any gender shall include the other genders, and either the singular
or plural shall include the other. If the Mortgagor consists of more than one
person, the obligations and liabilities of each such person hereunder shall be
joint and several.
31. This Mortgage cannot be changed except by an agreement in writing
signed by the party against whom enforcement of the change is sought.
32. Mortgagor agrees that if at any time any of the buildings or the
improvements or the Equipment now or hereafter located on or in the Premises be
unprotected or unguarded, or the Premises be allowed to remain vacant or
deserted for more than one day, Mortgagee may, at its option, employ watchmen
for the Premises and expend any monies deemed by it necessary to protect the
Premises and the building and improvements thereon
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and the personal property therein from waste, vandalism and other hazards,
depredation or injury, and the amount of any monies expended for such purpose
with interest at the augmented rate set forth in the Note shall be secured
hereby, and payment of sums so expended shall be due and payable by Mortgagor to
Mortgagee on demand and shall be added to the indebtedness and be secured by
this Mortgage.
33. The operation of the Premises shall at all times during the term
hereof be under the supervision and management of competent management personnel
satisfactory to Mortgagee pursuant to a management contract satisfactory to
Mortgagee. Mortgagee approves Global Realty and Management, Inc. ("Global
Realty") as the initial property manager. Mortgagor shall provide Mortgagee with
a copy of the management agreement with Global Realty. In Mortgagee's sole
discretion, the management agreement shall be subordinated and collaterally
assigned to Mortgagee, pursuant to an agreement satisfactory in form and content
to Mortgagee. In addition, the property manager shall execute a consent, if
required by Mortgagee, whereby the property manager consents to the
subordination and collateral assignment of the property management contract. In
the event of any change in the management or termination or modification of the
management contract without Mortgagee's prior written approval, Mortgagee may at
its sole option declare the principal sum and the interest secured hereby
immediately due and payable. Under no circumstances may any change in management
of the Premises or the management contract take place without the prior written
approval of Mortgagee. Notwithstanding the foregoing, Mortgagee will not
unreasonably withhold its consent to a change in management provided that such
replacement has not less than five (5) years management experience managing not
less than one (1) million square feet of retail space.
34. The Premises described in Exhibit A hereto shall contain at all
times during the term hereof not less than one thousand four hundred
eighty-eight (1,488) on-site paved parking spaces which may be provided on the
various phases of Xxxx Xxxx Centre by cross access easements in form and content
acceptable to Mortgagee and which spaces must be suitable for standard sized
United States manufactured automobiles or such additional parking spaces as are
necessary from time to time to meet the minimum parking requirements of all
leases for space in the Property as well as all applicable zoning and other
governmental ordinances and regulations.
35. ERISA. Mortgagor covenants, represents and warrants that (i) no
assets of any employee benefit plan, as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974 ("ERISA"), as now or hereafter amended,
will be used in the satisfaction, exercise or performance of any of the
obligations, rights or transactions specified or contemplated herein or in the
Note or in any of the other loan documents; (ii) the Premises does not now, and
will not, constitute an asset of any such employee benefit plan; and (iii)
notwithstanding any other provisions of this Mortgage, Mortgagor will not sell,
convey or transfer the Premises to any person or entity which at the time of
such
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transfer does not satisfy the representations set forth in clauses (i) and (ii)
above, regardless of whether any of the above described conditions arises by
operation of law or otherwise.
36. VIOLATION OF ERISA. Without limitation on the rights and remedies
of Mortgagee arising under this Mortgage, in the event that Mortgagor or any
subsequent owner of the Premises or any part thereof shall at any time sell,
convey or transfer or attempt to sell, convey or transfer the Premises or any
part thereof in violation of the provisions of Paragraph 35 of this Mortgage,
then Mortgagee shall, in addition to any other rights and remedies it may have
at law or in equity or under this Mortgage, be entitled to a decree or order
restraining and enjoining such sale, conveyance or transfer, and Mortgagor or
such subsequent owner shall not plead in defense thereof that there would be an
adequate remedy at law (it being hereby expressly acknowledged and agreed that
damages at law would be an inadequate remedy for breach or threatened breach of
the provisions of Paragraph 35 of this Mortgage).
37. Mortgagor acknowledges and agrees to look solely to the actual
assets of the Mortgagee for redress in the event of any suit at law or claim
based upon, growing out of or arising out of the subject indebtedness and any
transactions related thereto. Further, Mortgagor agrees that in no event shall
any of the officers or trustees of the Mortgagee, whether actual parties to this
or any other instrument evidencing or securing the subject indebtedness, or
otherwise, or any shareholders of the Mortgagee, have a personal responsibility
or obligation pursuant hereto or to any of the other documents or securing the
subject indebtedness. The Mortgagor agrees that any suits at law or claims based
upon, growing out or arising out of the subject indebtedness or any of the
documents evidencing or securing same will, if directed against such officers
and/or trustees of the Mortgagee, be directed against them solely in their
representative capacities with respect to the Mortgagee.
38. No material or substantial change or modification to the structure
or accessibility of the Premises or any part thereof shall be permitted without
the prior written consent of the Mortgagee.
39. Mortgagor agrees to indemnify, protect, defend and hold Mortgagee
harmless as to any expenses relating to the loan transaction underlying this
instrument Mortgagee might be liable for including, without limitation, all
brokerage fees, leasing commissions, all survey, title insurance, appraisal and
credit report costs, escrow fees, attorneys' fees and mortgage recording fees
and/or documentary transfer taxes, if any.
40. If at any time during the term of the Note, Mortgagor requests that
Mortgagee take any action to accommodate the Mortgagor, with regard to the
Premises or any portion thereof or with regard to the documents evidencing or
securing the subject loan, and the
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accomplishment thereof require the services of any professional, and Mortgagee
incurs expenses as a result thereof, Mortgagor will pay Mortgagee all reasonable
fees and costs of such professionals within thirty (30) days of receipt of a
statement therefor.
41. The liability of Mortgagor for payment of the indebtedness
evidenced by the Note, and Mortgagee's recourse therefor, shall be limited to
the real and personal property and other collateral pledged to secure the Note
(collectively referred to herein as the "Premises"). The foregoing limitation of
Mortgagee's liability shall not apply, however, any loss, damage or expense,
including reasonable attorney's fees, suffered by the Mortgagee as a result of:
(a) Mortgagor's default of any of the covenants and obligations contained in
this Mortgage and the "Loan Documents" as defined in the Note, including,
without limitation, those relating to (i) insuring, operating, managing,
repairing and reconstructing the Premises, (ii) payment of taxes and
assessments, (iii) compliance with applicable laws and regulations, (iv)
executing and maintaining in force space leases in the Premises without
modification except as approved in writing by Mortgagee, (v) restrictions on
subsequent transfers of the Premises or ownership interests in Mortgagor or in
any entity that constitutes, either directly or indirectly, the Mortgagor, (vi)
defense of actions and claims affecting the Premises, including mechanic's
liens, (vii) Mortgagor's indemnification of Mortgagee against the presence of
hazardous substances, including asbestos, in or on the Premises, as set forth in
the Certificate Regarding Hazardous Substances executed relative to this
transaction, or otherwise, and (viii) any special obligations of or
indemnifications from Mortgagor agreed to in the "Loan Documents"; (b) any
intentional or willful fraud or misrepresentation, or negligent acts or
omissions, by any party executing the Note or a "Loan Document" (other than
Mortgagee) or any successor or permitted assign thereof; (c) any misapplication
of any proceeds (i) paid under any insurance policies; or, (ii) realized from
awards from condemnation or the exercise of the power of eminent domain or
taking in lieu thereof, both arising from any of the real and personal property
securing the Note; or, (d) any misapplication of the gross proceeds from the
real and personal property securing the Note, which misapplication shall be
deemed to have occurred in the event any of such gross proceeds are not first
applied to costs of operating the Premises including, but not limited to,
payment of the Note.
42. Mortgagor hereby authorizes Mortgagee to fully investigate the
creditworthiness of the Mortgagor and the principal individuals, partnerships,
or corporate entities comprising Mortgagor, the scope of which investigation
shall be in Mortgagee's sole discretion and may be performed by a third party.
Such rights of investigation shall continue until the indebtedness secured
hereby has been paid in full.
43. Mortgagee reserves the right to publicize the making of the loan
secured by this Mortgage, including identifying such things as the name of the
Mortgagor, the loan amount, the type and location of the Premises, and such
other information as Mortgagee deems noteworthy.
20
OFFICIAL RECORDS
BOOK PAGE
2992 0157
SEMINOLE CO. FL.
[LANDSCAPED]
44. As set forth in paragraphs 4 and 24 hereof, in the event of a
casualty loss or taking by eminent domain, Mortgagee shall have the option of
applying the casualty loss insurance proceeds or condemnation award
(collectively the "Proceeds") towards repair and restoration of the Property or
towards paydown of the outstanding balance of the Note. Notwithstanding the
provisions in paragraphs 4 and 24 hereof, Mortgagee agrees that it shall not
exercise its option to apply the Proceeds as a credit upon any portion of the
outstanding balance of the Note, but shall make such Proceeds available for
repair and restoration of the Property, subject to the procedures and safeguards
set forth below, if and only if all of the following conditions are
simultaneously satisfied at such time as the Proceeds are received by Mortgagee:
(a) There is no default by Mortgagor under any of the documents
evidencing or securing the Note;
(b) The dollar amount of the cost of repair or restoration does not
exceed $1,000,000.00;
(c) The damage occurs prior to the first day of the last full "Loan
Year" (as "Loan Year" is defined in the Note);
(d) Repair and restoration completion in Mortgagee's sole judgment is
possible prior to maturity of the Note; and
(e) In the event of taking by eminent domain which results in the
taking of parking spaces, Mortgagor shall so repair, restore or
obtain substitution parking so that at all times there is on-site
paved parking spaces suitable for standard-sized United States
manufactured automobiles to meet the minimum parking requirements
of all leases for space in the Property as well as all applicable
zoning and other governmental ordinances and regulations.
With any repair or restoration of the Property or any portion thereof,
the improvements shall be so restored or rebuilt as to be of at least equal
value and substantially the same character as prior to such damage or
destruction.
In the event Mortgagor is to be reimbursed out of the Proceeds, such
Proceeds shall be made available, from time to time, upon Mortgagee being
furnished with evidence satisfactory to Mortgagee as to each of the following:
the estimated cost of completion; architect's certificates; waivers of lien;
contractors' sworn statements; title policy datedown endorsements; all other
evidence of cost and of payments as Mortgagee may reasonably require; and all
plans and specifications for such rebuilding or restoration as Mortgagee may
reasonably require. No payment made prior to the final completion of the work
shall exceed ninety (90.00%) percent of the value of the work performed, from
time to time, and at all times the undisbursed balance of said proceeds
remaining in the hands of Mortgagee shall be at least sufficient to pay for the
cost of completion of the work free and clear of
21
OFFICIAL RECORDS
BOOK PAGE
2992 0158
SEMINOLE CO. FL.
[LANDSCAPED]
liens. Upon the completion of the work and payment in full therefor, or upon any
failure on the part of the Mortgagor promptly to commence or continue the work,
or at any time upon request by the Mortgagor, Mortgagee may, at its sole
discretion, apply the amount of any such Proceeds then or thereafter in the
hands of Mortgagee to the payment of any indebtedness secured by this Mortgage;
provided, however, that nothing herein contained shall prevent Mortgagee from
applying at any time the whole or any part of the Proceeds to the curing of any
default under the Note, this Mortgage or any other document evidencing and/or
securing the Note.
45. If the Mortgagor tenders a payment under the Note subsequent to the
occurrence of any circumstances described in Paragraph 14 of this Mortgage, same
may be received by the Mortgagee and may be used for any of the following
purposes, in such order and amounts as Mortgagee may determine in its sole
discretion to pay down the outstanding indebtedness: (a) to be applied to all
amounts then due under this Mortgage and the indebtedness secured hereby
(including without limitation, any prepayment premiums, tax escrows, and any
other escrows related to the indebtedness secured hereby which are deficient)
other than interest and principal; (b) to be applied against all accrued but
unpaid interest; and/or (c) to principal reduction, even though Mortgagee has
declared Mortgagor to be in default hereunder and even though the Mortgagee has
accelerated the subject indebtedness. Any such receipt and application of funds
shall in no way be deemed to cure default or to constitute a waiver of any of
the rights and remedies of Mortgagee. Further, Mortgagee shall not be obligated,
if it has already sent out any notices of default or acceleration, to send
another default and/or acceleration notice unless required by applicable law, it
being understood and agreed by the parties hereto that any previous notice of
default and/or acceleration shall remain in full force and effect even upon such
receipt and application of funds. The parties hereto acknowledge and agree that
such receipt of money shall be deemed as the Mortgagee's attempt to mitigate the
damages of the Mortgagor and not be deemed as any reinstatement of the
indebtedness secured hereby, or an accord and satisfaction, or as any waiver of
Mortgagee's rights whatsoever.
This Mortgage shall bind and inure to the benefit of the heirs,
successors and assigns of the parties hereto.
IN WITNESS WHEREOF, EQUITY ONE (XXXX XXXX) INC., has caused this
Florida Real Estate Mortgage and Security Agreement to be executed as of the day
and year first above written.
(SIGNATURES APPEAR ON THE FOLLOWING PAGE)
22
OFFICIAL RECORDS
BOOK PAGE
2992 0159
SEMINOLE CO. FL.
[LANDSCAPED]
AS TO MORTGAGOR:
WITNESSES: EQUITY ONE (XXXX XXXX) INC.,
a Florida corporation
---------------------------------- By:
-------------------------------------
Print Name: Xxxxx Xxxxxx
----------------------- Vice President
/s/ XXXXX X. XXXX
---------------------------------- [AFFIX CORPORATE SEAL]
Print Name: XXXXX X. XXXX
Address:
Equity One (Xxxx Xxxx) Inc.
Penthouse
000 00xx Xxxxxx
Xxxxx Xxxxx, Xxxxxxx 00000
STATE OF FLORIDA )
) SS:
COUNTY OF HILLSBOROUGH )
The foregoing instrument was acknowledged before me
this 9th day of November, 1995 by XXXXX XXXXXX, Vice President of EQUITY ONE
(XXXX XXXX) INC., a Florida corporation, on behalf of the corporation. He is
personally known to me or has produced Florida Drivers License as
identification.
My Commission Expires: /S/ XXXXX X. XXXX
-----------------------------
Notary Public
-----------------------------
_____________________ XXXXX X. XXXX
Print Name
[Notarial Seal]
XXXXX X. XXXX
MY COMMISSION
EXPIRES: OCTOBER 17, 1996
Bonded Thru Notary Public Underwriters
23
OFFICIAL RECORDS
BOOK PAGE
2992 0160
SEMINOLE CO. FL.
[LANDSCAPED]
PHASE I
Part of the Northeast Quarter of the Northwest Quarter and a part of the West
389.50 feet of the North Three-Quarters of the Northeast Quarter of Section 18,
Township 20 South, Range 30 East, Seminole County, Florida, described as
follows:
Commence at the Northwest corner of Greenwood Lane Unit 2, as recorded in Plat
Book 22, Pages 2 and 3, Public Records of Seminole County, Florida; thence South
89 degrees 1 minutes 59 seconds East, along the North line of said Xxxx 0, a
distance of 389.50 feet to the East line of the West 389.50 feet of the North
Three-Quarters of the Northeast Quarter of said Section 18; thence North 00
degrees 11 minutes 30 seconds East, along the East line thereof, 651.47 feet for
the POINT OF BEGINNING; thence North 89 degrees 36 minutes 38 seconds West,
175.00 feet; thence North 00 degrees 11 minutes 30 seconds East, (parallel with
the East line of the West 389.50 feet of the North Three-Quarters of the
Northeast Quarter of said Section 18): 360.80 feet; thence North 89 degrees 36
minutes 38 seconds West, 363.73 feet; thence North 00 degrees 23 minutes 22
seconds East, 196.46 feet to the point of curvature of a curve, concave
Southwesterly, having a radius of 15.00 feet and a central angle of 90 degrees
00 minutes 00 seconds; thence run 23.56 feel along the arc of said curve to the
point of tangency thereof; thence run 23.56 feet along the arc of said curve to
the point of tangency thereof; thence North 89 degrees 36 minutes 38 seconds
West, 67.30 feet; thence North 00 degrees 23 minutes 22 seconds East, 275.25
feet to a point of curvature of a curve, concave Southwesterly, having a radius
of 100.00 feet and a central angle of 36 degrees 00 minutes 00 seconds; thence
run 62.83 feel along the arc of said curve to the point of tangency thereof;
thence North 35 degrees 36 minutes 38 seconds West, 228.49 feet; thence North 00
degrees 15 minutes 15 seconds East, 215.00 feet to the South Right of Way line
of Xxxx Xxxx Boulevard an 80 foot wide Right of Way, thence along said Right of
Way line (lying 40 feet South of an parallel with the North line of said Section
18) the following two (2) courses and distances, South 89 degrees 44 minutes 45
seconds East, 382.17 feet; thence South 89 degrees 40 minutes 18 seconds East,
389.50 feet; thence South 00 degrees 11 minutes 30 seconds West, 1307.46 feet to
the POINT OF BEGINNING.
LESS AND EXCEPT
(Deed for Xxxx Xxxx Boulevard in O.R. 1992, Page 1102) as follows:
That parcel of land lying in Section 00, Xxxxxxxx 00 Xxxxx, Xxxxx 00 Xxxx,
Xxxxxxxx Xxxxxx, Xxxxxxx; more particularly described as follows:
Commence at the North One-Quarter (1/4) corner of said Section 18; thence South
00 degrees 21 minutes 41 seconds east, 40.00 feet along the East line of the
West One-Half (W1/2) of said Section 18 to a point on the existing southerly
right of way
Continued
OFFICIAL RECORDS
BOOK PAGE
2992 0161
SEMINOLE CO. FL.
[LANDSCAPED]
LEGAL DESCRIPTION CONTINUED
line of Xxxx Xxxx Boulevard, having a width of 80 feet, and the POINT OF
BEGINNING; thence North 89 degrees 48 minutes 27 seconds East, 389.50 feet along
said existing right-of-way line; thence South 00 degrees 21 minutes 41 seconds
East, 40.00 feet to a point on the proposed right-of-way to a point on a
non-tangent curve (radial line through said point bears South 00 degrees 17
minutes 21 seconds West), said point also being on the East line of the West
One-Half (W1/2) of said Section 18; thence Westerly along said curve concave to
the North, having a radius of 5040.92 feet, a central angle of 05 degrees 23
minutes 37 seconds, an arc distance of 474.53 to a point of reverse curvature;
thence Westerly along said curve concave to the South, having a radius of
4902.92 feet, a central angle of 01 degrees 51 minutes 29 seconds, an arc
distance of 159.01 feet; thence North 00 degrees 31 minutes 02 seconds West;
5.31 feet to a point on the existing southerly right-of-way line of Xxxx Xxxx
Boulevard; thence North 89 degrees 42 minutes 45 seconds East, 632.31 feet along
said existing right-of-way line to the POINT OF BEGINNING.
NOTE: Radial bearing in legal of South 00 degrees 17 minutes 21 seconds West is
incorrect. Sketch provided with the legal in Official Records indicated a
bearing of North 00 degrees 17 minutes 21 seconds West which allows for closure
of the legal.
PHASE II
Part of the Northeast Quarter of the Northwest Quarter and a part of the West
389.50 feet of the North three-Quarters of the Northeast Quarter of Section 18,
Township 20 South, Range 30 East, Seminole County, Florida, described as
follows:
Begin at the Southeast corner of the Northeast Quarter of the Northwest Quarter
of said Section 18; thence run North 89 degrees 50 minutes 52 seconds West;
along the South line of the Northeast Quarter of the Northwest Quarter of said
Section 18, a distance of 1237.15 feet to the Easterly line of a 10 foot wide
additional Right of Way as recorded in Official Records Book 1776, Page 1293 for
Lake Emma Road formerly a 100 foot wide Right of Way as Per Official Records
Book 1217, Page 413, all being in the Public Records of Seminole County,
Florida; thence run North 00 degrees 10 minutes 40 seconds East, along said
Easterly line of the 10 foot wide additional Right of Way 82.70 feet to the
point of curvature of a curve, concave Northeasterly, having a radius of 50.00
feet and a central angle of 28 degrees 35 minutes 14 seconds; thence from a
tangent bearing of South 84 degrees 05 minutes 25 seconds East, run along the
arc of said curve 24.95 feet to a point of reverse curvature of a curve, having
a radius of 150.00 feet and a central angle of 21 degrees 46 minutes 55 seconds;
thence run 57.03 feel along the arc of said curve to a point of reverse
curvature of a curve, having a radius of 150.00 feet and a central angle of 27
degrees 32 minutes 22 seconds; thence run 72.10 feet along the arc of said curve
to the point of tangency thereof; thence South 89 degrees 50 minutes 52 seconds
East, 410.00 feet; thence North 00 degrees 23 minutes 22 seconds East, 251.33
feet; thence North 89 degrees 50 minutes 52 seconds west; 35.00 feet; thence
North 00 degrees 23 minutes 22 seconds East, 270.38 feet; thence South 89
degrees 36 minutes 38 seconds East, 550.00 feet to the point of curvature of a
curve, concave Southwesterly, having a radius of 15.00 feet and a central angle
of 90 degrees 00 minutes 00 seconds; thence run 23.56 feel along the
Continued
OFFICIAL RECORDS
BOOK PAGE
2992 0162
SEMINOLE CO. FL.
[LANDSCAPED]
LEGAL DESCRIPTION CONTINUED
arc of said curve to the point of tangency thereof; thence South 00 degrees 23
minutes 22 seconds West, 196.46 feet; thence South 89 degrees 36 minutes 38
seconds East, 363.73 feet; thence South 00 degrees 11 minutes 30 seconds West,
360.80 feet; thence South 89 degrees 36 minutes 38 seconds East, 175.00 feet to
a point on the East line of the West 389.50 feet of the North Three-Quarters of
the Northeast Quarter of said Section 18; thence run South 00 degrees 11 minutes
30 seconds West, along said line 651.47 feet to a point on the Northerly
boundary line of Greenwood Lakes Unit 2, as recorded in Plat book 22, Pages 2
and 3; thence run North 89 degrees 51 minutes 59 seconds West, along said
Northerly boundary line of Greenwood Lakes Unit 2, a distance of 389.50 feet to
the Northwest corner thereof; said point also lying on the West line of the
Northeast Quarter of said Section 18; thence run along said West line North 00
degrees 11 minutes 30 seconds East, 665.71 feet to the POINT OF BEGINNING.
PHASE III
Part of the Northeast Quarter of the Northwest Quarter of Section 18, Township
20 South, Range 30 East, Seminole County, Florida, being described as follows:
Commence at the Southeast corner of the Northeast Quarter of the Northwest
Quarter of said Section 18; thence run North 89 degrees 50 minutes 52 seconds
West, along the South line of the Northeast Quarter of the Northwest Quarter of
said Section 18, a distance of 1237.15 feet to the Easterly line of a 10 foot
wide additional Right of Way as recorded in Official Records Book 1776, Page
1293 for Lake Emma Road formerly a 100 foot wide Right of Way as per Official
Records Book 1217, Page 413, all being in the Public records of Seminole County,
Florida; thence run North 00 degrees 10 minutes 40 seconds East, along said
Easterly line of the 10 foot wide additional Right of Way, 146.88 feet to a
point of curvature of a curve, concave Easterly, having a radius of 894.93
feet; thence run 376.02 feet along the arc of said curve thru a central angle of
24 degrees 04 minutes 26 seconds for the POINT OF BEGINNING; thence continue
15.82 feet along the arc of said curve thru a central angle of 01 degrees 00
minutes 46 seconds to the point of tangency; thence run North 25 degrees 15
minutes 52 seconds East, 408.64 feet; thence run South 89 degrees 44 minutes 45
seconds East, 347.51 feet; thence North 00 degrees 11 minutes 04 seconds East,
130.00 feet; thence run south 89 degrees 44 minutes 45 seconds East, 249.74
Feet; thence North 00 degrees 15 minutes 15 seconds East, 55.00 feet; thence
South 35 degrees 36 minutes 38 seconds East, 228.49 feet to the point of
curvature of a curve, concave Southwesterly, having radius of 100.00 feet along
the arc of said curve to the point of tangency thereof; thence South 00 degrees
23 minutes 22 seconds West, 275.25 feet; thence North 89 degrees 36 minutes 38
seconds West, 593.47 feet; thence South 77 degrees 51 minutes 57 seconds West,
81.08 feet; thence south 63 degrees 41 minutes 30 seconds West, 47.86 feet to a
point of curvature of a curve, concave Northerly, having a radius of 266.00
feet; thence run 185.70 feet along the arc of said curve, thru a central angle
of 40 degrees 00 minutes 00 seconds to the point of tangency thereof; thence
North 76 degrees 18 minutes 30 seconds West, 33.26 feet for the POINT OF
BEGINNING.
And
Continued
OFFICIAL RECORDS
BOOK PAGE
2992 0163
SEMINOLE CO. FL.
[LANDSCAPED]
LEGAL DESCRIPTION CONTINUED
PARCEL A:
Part of the Northeast Quarter of the Northwest Quarter of Section 18, Township
20 South, Range 30 East, Seminole County, Florida, being described as follows:
Commence at the intersection of the West line of the Northeast Quarter of said
Section 18 with the existing South Right of Way line of Xxxx Xxxx Boulevard (an
existing 80 foot Right of Way); thence South 00 degrees 15 minutes 15 seconds
West; 25.01 feet to a point on the proposed Southerly Right of way line of the
aforementioned Xxxx Xxxx Boulevard, said point also being the POINT OF
BEGINNING; thence continue South 00 degrees 15 minutes 15 seconds west, 244.99
feet; thence North 89 degrees 44 minutes 45 seconds West, 249.74 feet to a point
on the West line of the East Half of the Northeast Quarter of the Northwest
Quarter of said Section 18; thence North 00 degrees 11 minutes 04 seconds East,
along said West line, 265.49 feet to a point on a curve, concave Southwesterly,
having a radius of 490292 feet; thence from a tangent bearing of South 86
degrees 08 minutes 17 seconds East, run 158.97 feet along the arc of said curve,
thru a central angle of 01 degrees 51 minutes 28 seconds to a point of reverse
curvature of a curve, concave Northeasterly, having a radius of 5040.92 feet;
thence run 91.94 feet along the arc, thru a central angle of 01 degrees 02
minutes 42 seconds to the POINT OF BEGINNING.
OFFICIAL RECORDS
BOOK PAGE
2992 0164
SEMINOLE CO. FL.
[LANDSCAPED]
PHASE IV
Part of the Northeast Quarter of the Northwest Quarter of Section 18, Township
20 South, Range 30 East, Seminole County, Florida, being described as follows:
Commence at the Southeast corner of the Northeast Quarter of the Northwest
Quarter of said Section 18; thence run North 898 degrees 50 minutes 52 seconds
West, along the South line of the Northeast Quarter of the Northwest Quarter of
said Section 18, a distance of 1237.15 feet to the Easterly line of a 10 foot
wide additional Right of Way as recorded in Official Records Book 1776, Page
1293 for Lake Emma Road formerly a 100 foot wide Right of Way as per Official
Records Book 1217, Page 413, all being in the Public Records of Seminole County,
Florida; thence run North 00 degrees 10 minutes 40 seconds East, along said
Easterly line of the 10 foot wide additional Right of Way, 82.70 feet to the
POINT OF BEGINNING; thence continue along said Easterly line of a 10 foot wide
additional Right of Way the following two (2) courses and distance: North 00
degrees 10 minutes 40 seconds East, 64.18 feet to the point of curvature of a
curve, concave Easterly, having a radius of 894.93 feet; thence run 376.02 feet
along the arc of said curve, thru a central angle of 24 degrees 04 minutes 26
seconds to a point; thence departing said Right of Way and from a tangent
bearing of South 24 degrees 15 minutes 06 seconds West, run South 76 degrees 18
minutes 30 seconds East, 33.26 feet to a point of curvature of a curve, concave
Northerly, having a radius of 266.00 feet; thence run 185.70 feet along the arc
of said curve, thru a central angle of 40 degrees 00 minutes 00 seconds to the
point of tangency thereof; thence 63 degrees 41 minutes 30 seconds East, 47.86
feet; thence North 77 degrees 51 minutes 57 seconds East, 81.08 feet; thence
South 89 degrees 36 minutes 38 seconds East, 110.77 feet; thence South 00
degrees 23 minutes 22 seconds West, 270.38 feet; thence South 89 degrees 50
minutes 52 seconds East, 35.00 feet; thence South 00 degrees 23 minutes 22
seconds West, 126.52 feet; thence North 89 degrees 32 minutes 23 seconds West,
5.31 feet; thence South 00 degrees 27 minutes 37 seconds West, 124.84 feet;
thence North 89 degrees 50 minutes 52 seconds West, 404.53 feet to the point of
curvature of a curve, concave northerly, having a radius of 150.00 feet and a
central angle of 27 degrees 32 minutes 22 seconds; thence run 72.10 feet along
the arc of said curve to a point of reverse curvature of a curve, having a
radius of 150.00 feet and central angle of 21 degrees 46 minutes 55 seconds;
thence run 57.03 feet along the arc of said curve to a point of reverse
curvature of a curve, having a radius of 50.00 feet and a central angle of 28
degrees 35 minutes 14 seconds; thence run 24.95 feet along the arc of said curve
to the POINT OF BEGINNING.
AND
Area between phase 2 and Phase 4:
Continued
OFFICIAL RECORDS
BOOK PAGE
2992 0165
SEMINOLE CO. FL.
[LANDSCAPED]
LEGAL DESCRIPTION CONTINUED
Part of the Northeast Quarter of the Northwest Quarter of Section 18, Township
20 South, Range 30 East, Seminole County, Florida, being described as follows:
Commence at the Southeast corner of the Northeast Quarter of the Northwest
Quarter of said Section 18; thence run North 89 degrees 50 minutes 52 seconds
West, along the South line of the Northeast Quarter of the Northwest Quarter of
said Section 18, a distance of 1237.15 feet to the Easterly line of a 10 foot
wide additional Right of Way as recorded in Official Records Book 1776, Page
1293 for Lake Emma Road formerly a 100 foot wide Right of Way as per Official
Records Book 1217, Page 413, all being in the Public Records of Seminole County,
Florida; thence run North 00 degrees 10 minutes 40 seconds East, along said
Easterly line of the 10 foot wide additional Right of Way, 82.70 feet; thence
continue along said Easterly line of a 10 foot wide additional Right of Way the
following two (2) courses and distances: North 0 degrees 10 minutes 40 seconds
East 64.18 feet to the point of curvature of a curve, concave Easterly, having a
radius of 894.93 feet; thence run 376.02 feet along the arc of said curve, thru
a central angle of 24 degrees 04 minutes 26 seconds to a point; thence departing
said Right of Way and from a tangent bearing of South 24 degrees 15 minutes 06
seconds West, run South 76 degrees 18 minutes 30 seconds East, 33.26 feet to the
point of curvature of a curve, concave Northerly, having a radius of 266.00
feet; thence run 185.70 feet along the arc of said curve, thru a central angle
of 40 degrees 00 minutes 00 seconds to the point of tangency thereof, thence
North 63 degrees 41 minutes 30 seconds East, 47.86 feet; thence North 77 degrees
51 minutes 57 seconds East, 81.08 feet; thence South 89 degrees 36 minutes 38
seconds East, 110.77 feet; thence South 00 degrees 23 minutes 22 seconds West,
270.38 feet; thence South 89 degrees 50 minutes 52 seconds East, 35.00 feet;
thence South 00 degrees 23 minutes 22 seconds West, 126.52 feet for the POINT OF
BEGINNING; thence continue South 00 degrees 23 minutes 22 seconds West, 124.81
feet; thence North 89 degrees 50 minutes 52 seconds West , 5.47 feet; thence
North 00 degrees 27 minutes 37 seconds East, 12484 feet; thence South 89 degrees
32 minutes 23 seconds East, 5.31 feet to the POINT OF BEGINNING.
ALSO BEING DESCRIBED AS FOLLOWS:
PHASE IV (Including area between Phase 2 and Phase 4)
Part of the Northeast Quarter of the Northwest Quarter of Section 18, Township
20 South, Range 30 East, Seminole County, Florida, being described as follows:
Commence at the Southeast corner of the Northeast Quarter of the Northwest
Quarter of said Section 18; thence run North 89 degrees 50 minutes 52 seconds
West, along the South line of the Northeast Quarter of the Northwest Quarter of
said Section 18, a distance of 1237.15 feet to the Easterly line of a 10 foot
wide additional Right of Way as recorded in Official Records Book 1776, Page
1293 for Lake Emma Road, formerly a 100 foot wide Right of Way as per Official
Records Book 1217, Page 413, all being in the Public Records of Seminole County,
Florida; thence run North 00 degrees 10 minutes 40 seconds East, along said
Easterly line of the 10 foot wide additional Right of Way, 82.70 feet to the
POINT OF BEGINNING; thence continue along said Easterly line of the 10 foot wide
additional Right of Way the following two (2) courses and distances; North 00
degrees 10 minutes 40 seconds East,
Continued
OFFICIAL RECORDS
BOOK PAGE
2992 0166
SEMINOLE CO. FL.
[LANDSCAPED]
LEGAL DESCRIPTION CONTINUED
64.18 feet to the point of curvature of a curve, concave Easterly, having a
radius of 894.93 feet; thence run 376.02 feet along the arc of said curve, thru
a central angle of 24 degrees 04 minutes 26 seconds to a point; thence departing
said Right of Way and from a tangent bearing of South 24 degrees 15 minutes 06
seconds West, run South 76 degrees 18 minutes 30 seconds East, 33.26 feet to a
point of curvature of a curve, concave Northerly, having a radius of 266.00
feet; thence run 185.70 feet along the arc of said curve, thru a central angle
of 40 degrees 00 minutes 00 seconds to the point of tangency thereof; thence
North 63 degrees 41 minutes 30 seconds East, 47.86 feet; thence North 77 degrees
51 minutes 57 seconds East, 81.08 feet; thence South 89 degrees 36 minutes 38
seconds East, 110.77 feet; thence South 00 degrees 23 minutes 22 seconds West,
270.38 feet; thence South 89 degrees 50 minutes 52 seconds East, 35.00 feet;
thence South 00 degrees 23 minutes 22 seconds West 251.33 feet; thence North 89
degrees 50 minutes 52 seconds West, 410.00 feet to the point of curvature of a
curve, concave Northerly, having a radius of 150.00 feet and a central angle of
27 degrees 32 minutes 22 seconds; thence run 72.10 feet along the arc of said
curve to a point of reverse curvature of a curve, having a radius of 150.00 feet
and a central angle of 21 degrees 46 m minutes 55 seconds; thence run 57.03 feet
along the arc of said curve to a point of reverse curvature of a curve, having a
radius of 50.00 feet and a central angle of 28 degrees 35 minutes 14 seconds;
thence run 24.95 feet along the arc of said curve to the POINT OF BEGINNING.
ALL TOGETHER WITH:
Beneficial interests under that certain Declaration of Reciprocal Easements
dated November 13, 1987, recorded in Official Records Book 1906, Page 797,
Public Records of Seminole County, Florida, and that certain Supplemental
Declaration of Reciprocal Easements dated August 18, 1988, recorded in Official
Records Book 1988, page 1502, Public Records of Seminole County, Florida.
