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HomeMy WebLinkAbout2000 05 08 Regular I Wyman Fields Foundation e e e City Manager Department May 8, 2000 Add-On Regular Item "I" Page 10f2 COMMISSION AGENDA ADD-ON ITEM I Consent Informational Public Hearin s Re ular X May 8, 2000 Meeting ,i~ ,j Mgr. / Dept. Authorization REQUEST: City Manager requesting the Commission to authorize the City Manager to execute second mortgage closing documents for Wyman Fields Foundation. On June 28, 1999 the Commission authorized a contract with Wyman Fields Foundation to complete Phase I of the four-plex rental to ownership conversion project. Phase I includes 52 units consisting of 20 units on Rhoden Lane and 32 units in Kristi Ann Court at $782,000. The closing on the first mortgage with Peoples First Community Bank occurred on April 3, 2000. The contract provides that the city may at its discretion hold a second mortgage on the units for which the loan is applied for purposes of securing the city's loan. The city has chosen to utilize the second mortgage loan and is prepared to close on Wednesday, May 10,2000. The contract with Wyman Fields provides the following funds to Wyman Fields. Project Delivery Fees $ 87,000 (Administration, Due Diligence, etc.) Rehabilitation Loan $782.071 . TOTAL $869.071 e e e City Manager Department May 8, 2000 Add-On Regular Item "I" Page 2 of2 FUNDING: The source of funding of the project is the 1999 Revenue Improvements Bond. The closing cost of the second mortgage is the responsibility of Wyman Fields. RECOMMENDATION: It is recommended that the Commission authorize the City Manager to execute second mortgage closing documents related to the $782,071 housing rehabilitation loan to Wyman Fields Foundation. ATTACHMENT: Closing Documents COMMISSION ACTION: LA W OFFICES AMARI & THERIAC, P .A. Attorneys and Counselors At LllW Richard S. Amari NicllOlus B. Bangos'" Kolm Bennett Brlldly Roger Bettin, 8-:. Anthony A. Garganp.,e + Mitchell S. GOldmllll J. Wesley Howze Matthew J. Mon,aghan Mark S. Peter~ David M. Presnick alllJies R. Steinberg James S. Theriac, III Reply To: Cocoa P.O. Box Mariner Square 96 Willard Street, Suite 302 P.O. Box 1807 Cocoa, Florida 32923-1807 Telephone (321) 639-1320 Fax (321) 639-6690 Imperial PlszlI Suite 8104 6769 N. Wickham Road Melbourne, Florida 32940 Telephone (321) 259-6611 Fax (321) 259-6624 "'Admitted AL, FL +Bourd Certified City, County, & Local Government Law May 4,2000 Mr. Ron McLemore The City of Winter Springs, Florida 1126 E. State Road 434 Winter Springs, Florida 32708 Re: Wyman Fields Loan Transaction Dear Mr. McLemore: Pursuant to our telephone conference enclosed are copies of the draft documents including the Note, Mortgage, an!l Construction Loan Agreement. As you will note, these documents are slibstantially complete inasmuch as they would require only minor modifications for execution, including the insertion of the date of closing, and therefore, are in a form for you to place before the council for approval. Enclosed also for your review is a copy of the Title Commitment from LandAmerica. As' you will note from the title commitment it provides for the termination of the various Notices of Commencement that were recorded in conjunction with the closing of the first mortgage with Peoples First Community Banle As we discussed, the fact that the Notice of Commencement is recorded prior to our mortgage would cause mechanics liens arising thereunder to have priority against the lien of our mortgage. As part of our closing, we require that Wyman Fields terminate those Notices of Commencem~nt which would begin to toll the ninety (90) day period for the filing of said liens. Certainly we will record new notices of commencement as part of our loan package, subsequent to our mortgage, and therefore any mechanics liens arising under those notices of commencement would be subordinate to our mortgage. While we will require Wyman fields and the contractor to execute an indemnity bond in favor of the title compa;,y; our policy wi:! nonetheless be subject to any materialmen's liens which would arise within ninety days follmv,ng the recording of the Notice of termination. Mr. Ron McLemore The City of Winter Springs Page Two. May 4, 2000 As we discussed the best way to avoid the exceptions to title would be to wait a period of ninety (90) days prior to the disbursement of any of the loan proceeds. Of course, if this is unacceptable to the City (inasmuch as the City agrees to assume this risk) then I would suggest that we hold a substantial amount of the proceeds until the ninety day period has passed (retainage) so that there will be remaining funds available for the payment of any outstanding mechanics liens. Additionally, I had previously advised you to obtain a Certificate of Insurance indicating that the City was an additional insured under the various policies. Please forward a copy to me at your earliest convenience. We should have this in the file prior to closing. After you have had the opportunity to review the foregoing, if you should have any questions, please do not hesitate to contact me. -~ KB/tjj Encls. PROMISSORY NOTE $782,071.00 May _, 2000 Winter Springs, Florida FOR VALUE RECEIVED, the undersigned, WYMAN FIELDS FOUNDATION, 1Ne., a Florida non-profit corporation (hereinafter referred to as "Maker"), promises to pay to the order of THE CITY OF WINTER SPRINGS, FLORIDA, a municipal corporation (hereinafter referred to as "Lender") at its offices at 1126 E. State Road 434, Winter Springs, Florida 32708, or such other place as the holder hereof may from time to time designate in writing, the principal sum of SEVEN HUNDRED EIGHTY TWO THOUSAND SEVENTY ONE AND NO/lOO DOLLARS ($782,071.00), or so much thereof as may have been disbursed, with interest thereon from the date or dates of disbursement of the aforesaid principal sum as hereafter provided, to be paid in lawful money of the United States of America, which shall be legal tender in payment of all debts and dues, public and private, at the time of payment as follows: Construction Loan Period The "Construction Loan Period" shall commence on the date hereof and continue until all construction, reconstruction, rehabilitation and improvements financed by this loan as evidenced hereby are completed in accordance with the Construction Loan Agreement of even date herewith (the "Construction Loan Agreement"), which date shall be on or before May , 2002 (the "Construction Loan Period Maturity Date"). During the Construction Loan Period, no regularly scheduled payments shall be due and payable, provided, however, that at any time during the Construction Loan Period that the Maker shall sell any of the rehabilitated units, a principal reduction payment shall be due and payable as follows: A. $10,015.00 repayment for each residential unit sold on Rhoda Lane, which consists of a principal reduction payment of $9,915.00 and a premium of $1 00.00. B. $18,425.00 repayment for each residential unit sold on Kristi Ann Court, which consists ofa principal reduction payment of$18,243.00 and a premium of$182.00. This Note shall mature and the principal sum hereof or so much as may have been advanced together with the accrued and unpaid interest thereon shall become due and payable on the Construction Loan Period Maturity Date, unless the term of this Note is extended as otherwise provided herein. THE PROPER FLORIDA DOCUMENTARY STAMP TAX HAS BEEN PAID ON THlS NOTE AND THE PROPER STAMPS HAVE BEEN PAID WITH RESPECT TO THE MORTGAGE SECURING SAME. Initials Notwithstanding anything in this Note to the contrary, provided this Note is not then in default; and provided all construction and improvements financed by the loan as evidenced hereby are completed in accordance with the Construction Loan Agreement on or before the Construction Loan Period Maturity Date; then the Permanent Loan Period (as hereinafter defined) shall commence and the term of this Note shall be extended through the Maturity Date (as hereinafter defined) (the "Permanent Loan Period"). Permanent Loan Period Provided this Note is extended as hereinabove set forth, the "Permanent Loan Period" shall commence on the first day after the last day of the Construction Loan Period, and continue until the Maturity Date (as hereinafter defined). During the Permanent Loan Period, Maker promises to pay to Lender the then entire unpaid principal balance hereunder as follows: Commencing on June ~ 2002 and continuing on the _ day of each succeeding month thereafter until the Maturity Date (as hereinafter defined), monthly payments of principal and interest shall be due and payable. This Note shall mature on May , 2007 (the "Maturity Date") and the principal sum hereof or so much as may have been advanced together with accrued and unpaid interest thereon shall become due and payable. Interest will be charged on unpaid principal until the full amount of principal has been paid in full. The initial principal and interest monthly payment due on the Permanent Loan Period shall be calculated by amortizing the outstanding principal balance over a thirty (30) year term at an interest rate equal to three percent (3%) per annum. Interest on this Note shall begin to accrue and be computed from the commencement of the Permanent Loan Period at the rate of 3 percent (3%) per annum, on the basis of a 360-day year for the actual number of days outstanding. Payment shall be applied first to accrued and unpaid interest, and the balance, if any, to the principal. This Note is secured by a Mortgage and Security Agreement (the "Mortgage") of even date herewith encumbering real estate and property therein described and duly recorded among the public records of Seminole County, Florida, the terms and conditions of which are incorporated herein by reference. Maker may make prepayment(s) of principal hereunder at any time and from time to time without premium or penalty. It is agreed hereby that (a) ifany payment of the principal sum, or any installment thereof, or any interest thereon, or any payment of any sum under the Mortgage or the other loan documents is not made as above provided or (b) if default is made in the performance of or compliance with any of the covenants and conditions of the Mortgage, Construction Loan Agreement or the other loan documents or (c) in the event default is made in the performance of or compliance with any of the Initials covenants and conditions of any security agreement now or hereafter in effect securing payment of this Note or (d) if Lender deems itself insecure or (e) upon any default in the payment of any sum due by Maker or any guarantor hereof or any entity affiliated with Maker to Lender under any other promissory note, security instrument or other written obligation of any kind now existing or hereafter created or (f) upon the occurrence of any default in any mortgage inferior or superior to the lien of the Mortgage which shall not be cured within the applicable grace period, if any or (g) upon the insolvency, bankruptcy or dissolution of Maker or any guarantor hereof; then, in any or all such events, the entire amount of principal of this Note with all interest then accrued, shall, at the option of the holder of this Note and without notice (Maker hereby expressly waives notice of such default) become and be immediately due and collectible, time being of the essence of this Note. If this Note shall not be paid at maturity or according to the tenor thereof and strictly as above provided, it may be placed in the hands of an attorney at law for collection, and in that event, each party liable for the payment thereof, as maker, endorser, guarantor, or othelWise, hereby agrees to pay the holder hereof in addition to the sums above stated, costs and reasonable attorneys' fees which shall include costs and attorneys' fees at the trial level and on appeal, together with all costs incurred. After maturity or default, this Note shall bear interest at the highest rate permitted under then applicable law. This Note shall be cross-collateralized and cross-defaulted with any other loans that Maker or any entity affiliated with Maker to Lender under any promissory note, security instrument or other written obligation, of any kind, now existing or hereinafter created. A default in any loan shall constitute a default of all such loans authorizing Lender to declare all or any part of the indebtednes$ immediately due and payable and the collateral for each separate loan shall serve as collateral for all loans. Notwithstanding whether Lender has exercised its right hereinabove to accelerate payment under this Note as hereinabove provided, in the event any required payment on this Note is not received by Lender within 10 days after such payment is due, Maker shall pay Lender a late charge of 5% of the payment not so received, the parties agreeing that such charge is a fair and reasonable charge for the late payment and shall not be deemed a penalty. As to this Note and the Mortgage and any other instruments securing the indebtedness, Maker, endorsers and guarantors severally waive all applicable exemption rights, whether under the State Constitution, homestead laws or otherwise, and also severally waive valuation and appraisement, presentment, protest and demand, notice of protest, demand and dishonor and nonpayment of this Note, and expressly agree that the Maturity Date of this Note, or any payment hereunder, may be extended from time to time without in any way affecting the liability of Maker, endorsers or guarantors. Nothing herein contained, nor in any instrument or transaction related hereto, shall be construed or operate so as to require Maker, or any person liable for the payment of the loan made pursuant to this Note, to pay interest in an amount or at a rate greater than the highest rate permissible under applicable law. Should any interest or other charges paid by Maker, or any parties Initials liable for the payment of the loan made pursuant to this Note, result in the computation or earning of interest in excess of the highest rate pennissible under applicable law, then any and all such excess shall be and the same is hereby waived by the holder hereof, and all such excess shall be automatically credited against and in reduction of the principal balance, and any portion of such excess which exceeds the principal balance shall be paid by the holder hereof to Maker and any parties liable for the payment of the loan made pursuant to this Note, it being the intent of the parties hereto that under no circumstances shall Maker, or any parties liable for the payment of the loan hereunder, be required to pay interest in excess of the highest rate permissible under applicable law. This Note is to be construed according to the laws of the State of Florida and the United States of America. Maker acknowledges and agrees that to the fullest extent allowed by law, the wages, salary, commission income, and all other disposable earnings of Maker are subject to attachment and/or garnishment to satisfy Maker's obligations hereunder. Notwithstanding the foregoing, in no event shall the amount attached or garnished exceed the amount allowed under the Consumer Credit Protection Act, 15 U.S.C. 1673, et sec. MAKER HEREBY KNOWINGLY, VOLUNT ARlL Y AND INTENTIONALLY W AlVES THE RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, THE MORTGAGE AND ANY DOCUMENT EXECUTED IN CONJUNCTION THEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF OR BY MAKER OR LENDER. IN WITNESS WHEREOF, Maker has caused this Note to be duly executed under seal on the day and year first above written. WYMAN FIELDS FOUNDATION, INe., a Florida non-profit corporation By: ANTHONY PERRONE, President >;0- PREP ARED BY AND RETURN TO: Kohn Bennett, Esquire 96 Willard Street, Suite 302 Cocoa, Florida 32922 MORTGAGE AND SECURITY AGREEMENT THIS MORTGAGE AND SECURITY AGREEMENT (the "Mortgage") dated May , 2000, between WYMAN FIELDS FOUNDATION, INC., a Florida non-profit corporation, as mortgagor and debtor (hereinafter called "Mortgagor"), and THE CITY OF WINTER SPRINGS, FLORIDA, a Florida municipal corporation, as mortgagee and secured party (hereinafter called "Mortgagee"); WITNESSETH: WHEREAS, Mortgagor is justly indebted to Mortgagee in the principal sum of SEVEN HUNDRED EIGHTY TWO THOUSAND SEVENTY ONE AND NO/tOO DOLLARS ($782,071.00), as evidenced by a certain promissory note (the "Note") of even date herewith, executed by Mortgagor and delivered to Mortgagee, payable according to the terms therein provided, and by reference being made a part hereof to the same extent as though set out in full herein, providing inter alia for a maturity date of May , 2007, or such earlier date as provided in the Note. NOW TillS INDENTURE WITNESSETH, to secure the performance and observance by Mortgagor of all the covenants and conditions in the Note and in this Mortgage, and in order to charge the properties, interests and rights hereinafter described with such payment, performance and observance, and for and in consideration of the sum of $1 0.00 paid by Mortgagee to Mortgagor on or before the delivery of this Mortgage, and for other valuable considerations, the receipt of which is hereby acknowledged, Mortgagor does hereby grant, bargain, sell, alien, remise, release, convey, assign, transfer, mortgage, hypothecate, pledge, deliver, set over, warrant and confirm unto Mortgagee, its successors and assigns forever: THE MORTGAGED PROPERTY BEING that certain piece, parcel or tract of land in which the Mortgagor has a fee simple interest situate in the County of Seminole and State of Florida, more particularly described in Exhibit "A" attached hereto and made a part hereof (hereinafter called the "Land"). TOGETHER WITH all buildings, structures and improvements of every nature whatsoever now or hereafter situated on the Land, and all fixtures, machinery, equipment, attachments, appliances, furniture, vehicles and other personal property of every nature whatsoever now or hereafter owned by Mortgagor and located in, on, or used or intended to be used in connection with or with the operation of the Land, buildings, structures or other improvements, including all extensions, additions, improvements, betterments, renewals, and replacements to any of the foregoing; and all of the right, title and interest of Mortgagor in any such personal property or fixtures subject to a conditional sales contract, chattel mortgage or similar lien or claim together with the benefit of any deposits or payments now or hereafter made by Mortgagor on its behalf; TOGETHER WITH all easements, rights of way, strips and gores ofland, streets, ways, alleys, passages, sewer right, water, water courses, water rights and powers, and all estates, rights, titles, interest, privileges, liberties, tenements, hereditaments and appurtenances whatsoever, in any way belonging, relating or appertaining to any of the property hereinabove described, or which hereafter shall in any way belong, relate or be appurtenant thereto, whether now owned or hereafter acquired by Mortgagor, and the reversion and reversions, remainder and remainders, rents, issues, profits thereof, and all the estate, right, title, interest, property, possession, claim and demand whatsoever, at law as well as in equity, of Mortgagor of, in and to the same, including, but not limited to, all judgments, payments, awards of damages and settlements hereafter made and resulting from condemnation proceedings or the taking of the "Mortgaged Property" (as hereinafter defined) or any part thereof under the power of eminent domain, the alteration of the grade of any street, or for any damage whether caused by such taking or otherwise to the Mortgaged Property or any part thereof, or to any appurtenant thereto, and all proceeds of any sales or other dispositions of the Mortgaged Property or any part thereof; TOGETHER WITH all rents, royalties, issues, profits, revenue, income and other benefits from the Mortgaged Property to be applied against the indebtedness secured hereby, provided however, that permission is hereby given to Mortgagor so long as no default has occurred hereunder, to collect, receive, take, use and enjoy such rents, royalties, issues, profits, revenue, income, licenses, foreclosures, concessions and other benefits as they become due and payable, but not in advance thereof The foregoing assignment shall be fully operative without any further action on the part of either party and, specifically, Mortgagee shall be entitled, at its option upon the occurrence of a default hereunder, to all rents, royalties, issues, profits, revenue, in come and other benefits from the Mortgaged Property, whether or not Mortgagee takes possession of the Mortgaged Property. Upon any such notice of default hereunder, the permission hereby given to Mortgagor to collect such rents, royalties, issues, profits, revenue, income and other benefits from the Mortgaged Property shall terminate and such permission shall not be reinstated upon a cure of the default without Mortgagee's specific consent. Exercise of rights under this paragraph, and the application of any such rents, royalties, issues, profits, revenue, income or other benefits to such indebtedness, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant hereto, but shall be cumulative and in addition to all other rights and remedies of Mortgagee; TOGETHER WITH all right, title and interest of Mortgagor in and to any and all leases, subleases, permits, licenses, franchises or certificates covering the property or any portion thereof, now or hereafter on or affecting the Mortgaged Property, together with all security therefor and all monies payable thereunder, including, without limitation, all cash or security deposits, advance rentals and deposits or payments of similar nature, subject, however, to the conditional permission hereinabove given to Mortgagor to collect the rentals under such leases, provided that the existence. or exercise of such right of Mortgagor shall not operate to subordinate this assignment to any 2 subsequent assignment, in whole or in part, by Mortgagor, and any such subsequent assignment by Mortgagor shall be subject to the rights of secured party hereunder. The foregoing assignment of any lease shall not be deemed to impose upon Mortgagee any of the obligations or duties of Mortgagor provided in any such lease, and Mortgagor agrees to perform fully all obligations of the lessor under all such leases. Upon Mortgagee's request, Mortgagor agrees to send to Mortgagee a list of all leases covered by the foregoing assignment and as any such lease shall expire or terminate or as any new lease shall be made, Mortgagor shall so notify Mortgagee in order that at all times Mortgagee shall have a current list of all leases affecting the Mortgaged Property. Mortgagee shall have the right, at any time and from time to time, to notify any lessee of the rights of Mortgagee as provided by this paragraph. From time to time, upon request of Mortgagee, Mortgagor shall specifically assign to Mortgagee as additional security hereunder, by an assignment in writing in form approved by Mortgagee, all right, title and interest of Mortgagor in and to any and all leases now or hereafter on or affecting the Mortgaged Property, together with all security therefor and all monies payable thereunder, subject to the conditional permission hereinabove given to Mortgagor to collect the rentals under any such lease. Mortgagor also shall execute and deliver to Mortgagee any notification, financing statement, or other document required by Mortgagee to perfect the foregoing assignment as to any such lease; TOGETHER WITH all monies escrowed for taxes, insurance or other charges in any way belonging, relating or appertaining to any of the Land herein described or any part thereof. TOGETHER WITH a security interest in (i) all property, tools, equipment, machinery, goods and fixtures affixed to or located on the Mortgaged Property, which, to the fullest extent permitted by law, shall be deemed fixtures and a part of the real property, (ii) all articles of personal property and all materials delivered to the Mortgaged Property for the use and operation of said property or for use in any construction being conducted thereon, and owned by Mortgagor; (iii) all contract rights, including, without limitation, agreements and contracts of sale, construction contracts, service contracts, advertising contracts, purchase orders, equipment leases, all rights arising under any performance or payment bonds, and all other contract rights associated with the Mortgaged Property; (iv) all general intangibles, actions and rights of action, all deposits, prepaid expenses, permits, licenses, including all rights to insurance proceeds, surveys, architectural and engineering plans, drawings and specifications, (v) all right, title and interest of Mortgagor in all patents, service marks, copyrights, tradenames, designs, and trademarks, now or hereafter used in connection, or in connection with the use of, any of the property described herein, (vi) the proceeds of any permanent loan commitment now existing or hereafter executed by Mortgagor, and (vii) all proceeds, products, replacements, additions, substitutions, renewals and accessions of any of the foregoing. Mortgagor (Debtor) hereby grants to Mortgagee (Secured Party) a security interest in all fixtures, rights in action and personal property described herein. This Mortgage is a self-operative security agreement with respect to personal property, but Mortgagor agrees to execute and deliver on demand such other security agreements, financing statements and other instruments as Mortgagee may request in order to perfect its security interest or to impose the lien hereof more specifically upon any of such property. Without limiting the foregoing, Mortgagor hereby irrevocably appoints Mortgagee attorney-in-fact for Mortgagor to execute, deliver, and file such instruments for and on behalf of Mortgagor, and Mortgagor shall pay 3 the costs of any such filing. The Land, together with any and all of the aforedescribed additional property and rights, now or hereafter acquired by Mortgagor, has herebefore been and shall sometimes hereinafter be, referred to as the "Mortgaged Property." TO HAVE AND TO HOLD the Mortgaged Property and all parts thereof unto Mortgagee, its successors and assigns to its own proper uses and benefit forever, subject, however, to the terms and conditions herein: PROVIDED, HOWEVER, that these presents are upon the condition that, if Mortgagor shall payor cause to be paid to Mortgagee the principal and interest payable in respect of the Note, at the times and in the manner stipulated therein and herein, all without any deduction or credit for taxes or other similar charges paid by Mortgagor, and shall keep, perfonn and observe all and singular the covenants and promises in the Note, and any renewal, extension or modification thereof, and in this Mortgage expressed to be kept, performed and observed by and on the part of Mortgagor, all without fraud or delay then this Mortgage, and all the properties, interest and rights hereby granted, bargained, sold, aliened, remised, released, conveyed, assigned, transferred, mortgaged, hypothecated, pledged, delivered, set over, warranted and confirmed, shall cease, terminate and be void, but shall otherwise remain in full force and effect. AND, Mortgagor covenants and agrees with Mortgagee as follows: ARTICLE 1 PARTICULAR COVENANTS OF MORTGAGOR 1.1 Performance of Note and Mortgage. Mortgagor will perform, observe and comply with all the provisions hereof, of the Note secured hereby, and of the provisions of any instrument evidencing or securing additional indebtedness of Mortgagor now existing or hereafter executed in connection with the Mortgaged Property and will promptly pay to Mortgagee the sum of money expressed in the Note with interest thereon and all other sums required to be paid by Mortgagor pursuant to the provisions of this Mortgage and any instrument evidencing or securing additional indebtedness of Mortgagor now existing or hereafter executed in connection with the Mortgaged Property on the days when payment shall become due, all without deduction or credit for taxes or other similar charges paid by Mortgagor, time being of the essence for such payments. 1.2 Warranty of Title. Mortgagor covenants, represents and warrants that it is indefeasibly seized of the Land in fee simple; that this Mortgage constitutes a valid second lien on the Mortgaged Property; that it has good and absolute title to all existing personal property hereby mortgaged; that it has full power and lawful right to convey and mortgage the same in the manner and fonn aforesaid; and that the Mortgaged Property is free.from all liens and encumbrances except taxes for the current year and except for that certain first mortgage in favor of Peoples First Community Bank dated April ~ 2000 securing the original principal sum of Two Million Five Hundred Ninety Five Thousand Four Hundred Ten and no/1 00 Dollars ($2,595,410.00). Mortgagor hereby makes further assurance to perfect fee simple title to the Land in Mortgagee as may be required. Mortgagor does hereby fully 4 warrant the title to the Mortgaged Property against the lawful claims of all persons whomsoever. 1.3 Taxes, Liens and Utility Charges. a. Mortgagor covenants and agrees to deliver to Mortgagee, on or before December 3 I of each year, tax receipts evidencing the payment of all lawfully imposed taxes upon the Mortgaged Property for the then current calendar year; to deliver to Mortgagee receipts evidencing the payment of all liens, levies, fines and assessments for public improvements within 30 days after same shall become due and payable; and to payor discharge no later than 30 days prior to delinquency, any and all governmental levies that may be made on the Mortgaged Property, on this Mortgage or the Note or in any other way resulting from the mortgage indebtedness secured by this Mortgage. b. Mortgagor shall not permit any mechanics', laborer's, statutory or other lien to be created or to remain outstanding upon any of the Mortgaged Property and shall cause same to be released and discharged, or transferred to bond as permitted by law, within 10 days after the lien is filed of record. c. If required by Mortgagee, Mortgagor shall pay to Mortgagee on the date of each regular installment of interest as required by the Note secured hereby, until the Note is fully paid, an amount equal to 1/12 or such proportionate share of the yearly taxes and assessments as estimated by Mortgagee to be sufficient to enable Mortgagee to pay at least 30 days before they become due, all taxes, assessments and other similar charges against Mortgaged Property or ariy part thereof. Such added payment shall not be, nor be deemed to be, trust funds, but may be commingled with the general funds of Mortgagee, and no interest shall be payable in respect thereof Upon demand of Mortgagee, Mortgagor agrees to deliver to Mortgagee such additional monies as are required to make up any deficiencies in the amounts necessary to enable Mortgagee to pay such taxes, assessments or similar charges. In the event of a default by Mortgagor in the performance of any of the terms, covenants and conditions in this Mortgage or the Note secured hereby, Mortgagee may apply to the reduction of the principal sum, in such manner as the Mortgagee shall determine, any amount under this Paragraph 1.3 ( c) of Article 1 remaining to Mortgagor's credit. d. Mortgagor will pay when due and will not suffer to remain outstanding, any charges for utilities, whether public or private, with respect to the Mortgaged Property. e. In the event of the passage of any state, federal, municipal or other governmental , law, order, rule or regulation, subsequent to the date hereof, in any manner changing or modifying the laws now in force governing the taxation of mortgages or debts secured by mortgages, or the manner of collecting taxes so as to adversely affect the Mortgagee, at the option of the Mortgagee, the entire balance of the principal sum secured by this Mortgage and all interest accrued thereon shall without notice become immediately due and payable unless Mortgagor shall pay such tax within 10 days after written notice thereof from Mortgagee. 1.4 No Tax Credits. The Mortgagor will not claim or demand or be entitled to receive any credit or credits on the principal or interest payable under the terms of the Note or on any other sums secured hereby, for so much of the taxes, assessments or similar impositions assessed against the 5 Mortgaged Property or any part thereof, as are applicable to the indebtedness secured hereby or to the Mortgagee's interest in the Mortgaged Property. No deduction shall be claimed from the taxable value of the Mortgaged Property or any part thereof by reason of the Note or this Mortgage. 1.5 Insurance. a. Mortgagor shall at its sole expense obtain for delivery to, and maintain for the benefit of, Mortgagee during the life of the Mortgage, comprehensive general liability insurance in such amounts and for such periods as Mortgagee may require. This insurance shall be non- contributing and not excess to any other insurance available to Mortgagee. Mortgagor shall pay promptly, when due, any premiums on the insurance policies and renewals. b. Mortgagor shall keep the Mortgaged Property and the improvements now existing or hereafter erected on the Mortgaged Property insured against loss by fire and other hazards, casualties and conting(';ncies, including, but not limited to, flood and builder's risk completed value coverage, in such amounts and for such periods as may be required by Mortgagee, and to pay promptly when due, any premiums on such insurance policies or renewals. c. All insurance shall be camed on companies approved by Mortgagee as to financial standing according to such guidelines as may be adopted from time to time by Mortgagee, and the policies and renewals thereof shall be held by Mortgagee and shall have attached thereto loss payable clauses in favor of and in form acceptable to Mortgagee. All insurance policies shall require that written notice be sent to Mortgagee at least 30 days prior to the effective date of the expiration, termination or amendment thereto. At least 30 days prior to the termination or expiration date of all such policies, renewals thereof satisfactory to Mortgagee shall be delivered to Mortgagee. Mortgagor shall deliver to the Mortgagee receipts evidencing the payment of all such insurance policies and renewals. The delivery of the insurance policies shall constitute an assignment as further security of all unearned premiums. In the event of loss, Mortgagor will give immediate notice by mail to Mortgagee and Mortgagee may make proof of loss if not made promptly by Mortgagor, and each insurance company concerned is hereby authorized and directed to make payment for such loss directly to Mortgagee instead of to Mortgagor and Mortgagee jointly, and the insurance proceeds or any part thereof may be applied by Mortgagee at its option either to the reduction of the indebtedness hereby secured or to the restoration or repair of the property damage. If Mortgagee elects to apply the insurance proceeds to reduce the outstanding indebtedness hereunder, Mortgagor shall remain responsible for repairing and/or maintaining the Mortgaged Property. Additionally, if Mortgagee applies the insurance proceeds to the reduction of the indebtedness secured hereby, the proceeds shall be applied to payments of principal in the inverse order of due dates, and Mortgagor shall remain responsible for making payments of principal and interest to Mortgagee on the dates and in the manner required under the Note. In the event offoreclosure of this Mortgage or other transfer oftitle to the Mortgaged Property in extinguishment of the indebtedness secured hereby, all right, title and interest of Mortgagor in and to any insurance policies then in force shall pass to the purchaser or grantee. d. If required by Mortgagee, Mortgagor shall pay to Mortgagee on the date of each regular installment of interest as required by the Note secured hereby, until the Note is fully paid, an 6 amount equal to 1/12 or such proportionate share of the yearly premium for insurance as shall enable Mortgagee to pay for the insurance premiums when due. Such added payments shall not be, nor be deemed to be, trust funds, but may be commingled with the general funds of the Mortgagee, and no interest shall be payable with respect thereof. Upon demand of Mortgagee, Mortgagor agrees to deliver to the Mortgagee such additional monies as are necessary to make up any deficiencies in the amounts necessary to enable Mortgagee to pay such insurance premiums when due. 1.6 Condemnation. If all or any part of the Mortgaged Property shall be damaged or taken through condemnation (which term when used in this Mortgage shall include any damage or taking by any governmental authority, and any transfer by private sale in lieu thereof, either temporarily or permanently), the entire indebtedness secured hereby shall at the option of Mortgagee become immediately due and payable. Mortgagee shall be entitled to all compensation, awards, and any other payments of relief therefor and is hereby authorized, at its option to commence, appear in and prosecute, in its own or Mortgagor's name, any action or proceeding relating to any condemnation. In the event of such an appearance by Mortgagee, Mortgagor agrees to pay the costs and reasonable attorneys' fees incurred by Mortgagee. Mortgagee shall be entitled to settle or compromise in its own or Mortgagor's name any claim in connection with any action or claim relating to condemnation. All compensation, awards, damages, claims, rights of action and proceeds and the right thereto are hereby assigned by Mortgagor to Mortgagee who, after deducting therefrom all its expenses, including attorneys' fees, may release any monies so received by it without affecting the lien of this Mortgage or may apply the same in such manner as Mortgagee shall determine, to the reduction of the sums secured hereby, and to any prepayment charge herein provided, and any balance of such monies then remaining shall be paid to Mortgagor. Mortgagor agrees to execute such further assignments of any compensations, awards, damages, claims, rights of action and proceeds as Mortgagee may require. 1.7 Care of Property. a. Mortgagor shall preserve, operate and maintain the Mortgaged Property in good condition and repair. Mortgagor shall not remove or demolish any building presently on or hereafter existing on the Land without the written consent of Mortgagee. Mortgagor shall not permit, commit or suffer any waste, impairment or deterioration of the Mortgage Property or of any part thereof, and will not take any action with will increase the risk of fire or other hazard to the Mortgaged Property or to any part hereof b. Mortgagee is hereby authorized to enter upon and to inspect the Mortgaged Property at any time during normal business hours during the term of this Mortgage. c. Mortgagor will comply promptly with all present and future laws, ordinances, rules and regulations of any governmental authority affecting the Mortgaged Property or any part thereof d. If all or any part of the Mortgaged Property shall be damaged by fire or other casualty, Mortgagor will give immediate written notice thereof to Mortgagee and shall promptly restore the Mortgaged Property to the equivalent of its original condition regardless of whether or not there shall be any insurance proceeds therefor. If a part of the Mortgaged Property shall be physically damaged through condemnation, Mortgagor will promptly restore, repair or alter the 7 remaining property in a manner satisfactory to Mortgagee. 1.8 Further Assurances. Mortgagor will make, execute and deliver to Mortgagee and, where appropriate, shall cause to be recorded and/or filed and from time to time thereafter to be re-recorded and/or re-filed at such time and in such offices and places as shall be deemed desirable by Mortgagee, and any and all such further mortgages, mortgage modifications, instruments of further assurance, certificates and other documents as may, in the opinion of Mortgagee, be necessary or desirable in order to effectuate, complete, enlarge or perfect, or to continue and preserve: a The obligation of Mortgagor under this Mortgage and the Note secured hereby, and b. The lien ofthis Mortgage as a valid first lien upon all of the Mortgaged Property, whether now owned or hereafter acquired by Mortgagor. Upon any failure by Mortgagor to do so, Mortgagee may make, execute, record, file, re-record and/or re-file any and all such mortgages, instruments, certificates and documents for and in the name of Mortgagor, and Mortgagor hereby irrevocably appoints Mortgagee the agent and attorney-in-fact of Mortgagor to do so. 1.9 After Acquired Property. Except for equipment leased by Mortgagor from unrelated third parties upon Mortgagee's prior approval, the lien oftrus Mortgage will automatically attach, without further act, to all after acquired property of any nature whatsoever attached to, located in, on, or used in the operation of the Mortgaged Property or any part thereof, and Mortgagor covenants and warrants that it will have good and absolute title to all of the aforesaid after acquired property free of any lien or encumbrance. 1.10 Leases Affecting Mortgaged Property. Mortgagor will comply with and observe its obligations as landlord and tenant under all leases affecting the Mortgaged Property or any part thereof. Mortgagor will furnish Mortgagee with copies of all leases hereafter created on the Mortgaged Property, and all leases hereafter entered into will be in form and substance subject to the approval of Mortgagee. Mortgagee specifically reserves the right to approve all proposed leases as to financial capabilities. Unless otherwise herein specifically provided, all leases shall be inferior and subordinate in all respects to the lien of this Mortgage, and the terms of each lease shall so provide. Mortgagor will not, without the express written consent of Mortgagee, modify, surrender, assign or terminate, either orally or in writing, any lease created upon the Mortgaged Property. Mortgagor will not accept payment of rent more than one month in advance without the express written consent of Mortgagee. If requested by Mortgagee, Mortgagor will specifically assign to Mortgagee as additional security any and all such leases hereafter created, including, without limitation, all rents, royalties, issues and profits of the premises from time to time accruing, the parties hereto acknowledging that this Mortgage constitutes a general assignment of any and all such future leases. 1.11 Expenses. Mortgagor shall payor reimburse Mortgagee for all costs, charges, payments and expenses, including reasonable attorneys' fees, including appellate proceedings, disbursements, and costs of abstracts of title incurred or paid by Mortgagee on account of or in any action, proceeding or dispute in which Mortgagee is made a party or appears as a party plaintiff or party 8 defendant because of the failure of Mortgagor promptly and fully to perform and comply with all conditions and covenants ofthis Mortgage and the Note secured hereby, including, but not limited to, the foreclosure of this Mortgage, condemnation of all or part of the Mortgaged Property, or any action to protect the security thereof, or any default under the First Mortgage. All costs, charges and expenses so incurred by Mortgagee shall become due and payable upon demand. The amounts so paid or incurred by Mortgagee, together with interest thereon at the Default Rate as hereinafter defined from the date incurred until paid by Mortgagor, shall be secured by the lien of this Mortgage. 1.12 Mortgagee's Performance of Defaults. If Mortgagor shall default in the payment of any tax assessment, encumbrance or other imposition, in its obligation to furnish insurance hereunder or in the performance or observance of any other covenant, condition or term in this Mortgage or in any other instrument evidencing or securing additional indebtedness of Mortgagor now existing or hereafter executed in connection with the Mortgaged Property, then Mortgagee may, at its option, without waiving or affecting its option to foreclose or any other rights hereunder, perform or observe the same, and all payments made or costs or expenses incurred by Mortgagee in connection therewith, shall be secured hereby and shall be immediately repaid by Mortgagor to Mortgagee, upon demand, with interest thereon at the Default Rate as hereinafter defined. Nothing contained herein shall be construed as requiring Mortgagee to advance or expend monies for any purposes mentioned in this paragraph. Mortgagee is hereby empowered to enter and to authorize others to enter upon the Mortgaged Property or any part thereof for the purpose of performing or observing any such defaulted covenant, condition or term, without thereby becoming liable to Mortgagor or any person in possession holding under Mortgagor. 1.13 Books and Records. Mortgagor shall keep and maintain at the Mortgaged Property, at all times, full, true and accurate books of accounts and records, adequate to reflect correctly the results of the operation of the Mortgaged Property. 1.14 Estoppel Affidavits. Mortgagor, within 10 days after written request from Mortgagee, shall furnish a written statement, duly acknowledged, setting forth the unpaid principal of, and interest on, the Note and whether or not any offsets or defenses exist against such principal and interest. 1. 15 Waiver of Notice of Limitation of Indebtedness. Mortgagor hereby waives, on behalf of itself and its successors and assigns, the right to file for recording a notice limiting the maximum principal amount which may be secured by this Mortgage, as provided for in Florida Statutes, 697.04(1)(b), as may be amended from time to time. 1.16 Leases Covering Television Systems. Telephone Systems and Computer Systems. a. No leases for television systems, telephone systems or computer systems (collectively, the "Systems Leases") shall be executed by Mortgagor without Mortgagee's prior written approval. b. The Systems Leases shall: (i) provide that the lessors thereunder will give Mortgagee written notice of any default by Mortgagor thereunder and an opportunity to cure such default within a reasonable period of time following Mortgagee's receipt of written notice of the occurrence thereof, (ii) provide that upon the occurrence of an Event of Default under this Mortgage, 9 the lessors thereunder will consent to Mortgagee succeeding to Mortgagor's interest therein upon the same terms and conditions, without payment by Mortgagee of any sums due and owing by Mortgagor under the Systems Leases prior to the date of such succession by Mortgagee and (iii) otherwise be in form and substance acceptable to Mortgagee. 1.17 Maintenance of Organizational Documents. The Land Trust Agreement of Mortgagor shall not be changed, modified, canceled or altered in any manner without the prior written consent of Mortgagee. ARTICLE 2 DEFAULTS 2.1 Event of Default. The term "Event of Default", wherever used in the Mortgage, shall mean anyone or more of the following events: a. Failure by Mortgagor to pay, as and when due and payable, any installment of principal or interest due under the Note, or any deposits for taxes and assessments or insurance premiums due hereunder, or any other sums to be paid by Mortgagor hereunder or under any other instrument securing the Note or under any other instrument of indebtedness to which Mortgagor is a party. b. Failure by Mortgagor to duly keep, perform and observe any other covenant; condition or agreement in the Note and this Mortgage between Mortgagor and Mortgagee dated even date herewith, any other instrument securing the Note or any other instrument collateral to the Note or executed in connection with the sums secured hereby. c. Failure by Mortgagor to duly keep, perform and observe any other covenant, condition or agreement contained in any instrument securing additional indebtedness of Mortgagor now existing or hereafter executed in connection with the Mortgaged Property. d. If Mortgagor, any beneficiary of Mortgagor or any endorser or guarantor of the Note shall file a voluntary petition in bankruptcy or shall admit in writing its inability to pay its debts as they mature or shall make an assignment of its debts as they mature or shall be adjudicated bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, wage earner's plan, assignment for the benefit of creditors, receivership, dissolution or similar relief under any present or future Federal Bankruptcy Act or any other present or future applicable federal, state or other statute or law, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Mortgagor or of all or any part of the properties of Mortgagor, of any beneficiary of Mortgagor or of any guarantor or endorser of the Note; or if within 30 days after commencement of any proceeding against Mortgagor, any beneficiary of Mortgagor or any guarantor or endorser of the Note, seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, debtor relief or similar relief under any present or future Federal Bankruptcy Act of any other present or future federal, state or other statute or law, such proceeding shall not have been dismissed, or stayed on appeal; or if, within 30 days after the appointment, without the consent or acquiescence of Mortgagor, any beneficiary of 10 Mortgagor or of any endorser or guarantor of the Note, of any trustee, receiver, or liquidator of Mortgagor, any beneficiary of Mortgagor or any endorser or guarantor of the Note, or of all of any portion of the Mortgaged Property, such appointment shall not have been vacated or stayed on appeal or otherwise; or if within 10 days after the expiration of any such stay, such appointment shall not have been vacated. e. The entry by a court of last resort of a decision that an undertaking by the Mortgagor as herein provided to pay taxes, assessments, levies, liabilities, obligations and encumbrances is legally inoperative or cannot be enforced, or in the event of the passage of any law changing in any way or respect the laws now in force for the taxation of mortgages or debts secured thereby for any purpose or the manner of collection of any such taxes, so as to adversely affect this Mortgage or the debt secured hereby, provided that Mortgagor has not paid such taxes within 15 days of notice thereof. f. The occurrence of any default in any mortgage superior or inferior to the Mortgage, or the institution of foreclosure proceedings on any mortgage superior or inferior to this Mortgage, or if any foreclosure proceeding on any lien of any kind, provided that such proceedings are not terminated within 10 days of their institution. g. Any modification of any mortgage superior or inferior to this Mortgage, or any increase in the amount outstanding under any mortgage superior or inferior to this Mortgage, whether pursuant to a future advance agreement or otherwise, or any waiver of any principal or any interest payments on any note or mortgage superior to this Mortgage, or release of any guarantor or modification of any guaranty affecting any superior mortgage. h. Any breach of any warranty or untruth of any representation of Mortgagor contained in the Note, this Mortgage, the "Guaranty" (as hereinafter defined) or any other instrument securing the Note. '. i. The filing by Mortgagor for recording of a notice limiting the maximum principal amount which may be secured by this Mortgage, pursuant to Florida Statutes, 697.04(1)(b), as may be amended from time to time. j. Failure by any "Guarantor" (as hereinafter defined) of the Note to perform any covenant, term, or condition of the Guaranty. k. The existence of any material adverse change in the financial condition of Mortgagor or any Guarantor. l. The transfer, conveyance, sale, pledge, mortgage, or lien of or upon the Mortgaged Property or of any interest in Mortgagor without having first obtained the prior written consent of Mortgagee. 2.2 Acceleration of Maturity. If an Event of Default shall have occurred, Mortgagee may declare the entire unpaid principal amount of the Note then unpaid, and the interest accrued thereon, to be due and payable immediately, and upon such declaration such principal and interest shall 11 forthwith become and be due and payable, as fully and to the same effect as if the date of such declaration were the date originally specified for the maturity of the unpaid balance of the Note. 2.3 Mortgagee's Right to Enter and Take Possession. Operate and Apply Income. a. If an Event of Default shall have occurred, Mortgagor, upon demand of Mortgagee, shall forthwith surrender to Mortgagee the actual possession of the Mortgaged Property, and to the extent permitted by law Mortgagee may enter and take possession of all the Mortgaged Property, and may exclude Mortgagor and its agents and employees wholly therefrom, and may have joint access with Mortgagor to the books, papers and accounts of Mortgagor. b. If Mortgagor shall, for any reason, fail to surrender or deliver any such Mortgaged Property or any part thereof after such demand by Mortgagee, Mortgagee may obtain a judgment or decree conferring on Mortgagee the right to immediate possession or requiring Mortgagor to deliver immediate possession of all or part of such Mortgaged Property to Mortgagee, to the entry of which judgment or decree Mortgagor hereby specifically consents. c. Mortgagor will pay to Mortgagee, upon demand, all expenses of obtaining such judgment or decree and reasonable compensation to Mortgagee, its attorneys and agents and all such expenses and compensation shall, until paid, be secured by the lien of this Mortgage. d. Upon every such entering upon or taking of possession, Mortgagee may hold, store, use, operate, manage and control the Mortgaged Property and conduct the business thereof, and, from time to time: (1) make all necessary maintenance, repairs, renewals, replacements, additions, betterments and improvements thereto and thereon, and purchase or otherwise acquire additional fixtures, personalty and other property, as determined by Mortgagee in its sole and absolute discretion; (2) insure or keep the Mortgaged Property insured and exercise all the rights and powers of Mortgagor in its name or otherwise, with respect to the same; (3) manage and operate the Mortgaged Property and exercise all the rights and powers of Mortgagor in its name or otherwise, with respect to the same; and (4) enter into any and all agreements with respect to the exercise by others of any of the powers herein granted Mortgagee, all as Mortgagee from time to time may determine to be to its best advantage; and Mortgagee may collect and receive all the income, revenues, rents, issues and profits of the same, including those past due as well as those accruing thereafter, and after deducting (i) all expenses of taking, holding, managing and operating the Mortgaged Property (including reasonable compensation for the services of all persons employed for such purposes); 12 (ii) the cost of all such maintenance, repairs, renewals, replacements, additions, betterments, improvements and purchases and acquisitions; (iii) the cost of such insurance; (iv) such taxes, assessments and other charges prior to the lien of this Mortgage as Mortgagee may determine to pay; (v) other proper charges upon the Mortgaged Property or any part thereof; and (vi) the reasonable compensation expenses, and disbursements of the attorneys and agents of Mortgagee shall apply the remainder of the monies so received by Mortgagee, first to the payment of accrued interest; second to the payment of any required tax deposit, insurance deposit or expenses required by Mortgagee; and third toward the outstanding principal balance on the Note. 2.4 Mortgagee's Power of Enforcement. If an Event of Default shall have occurred Mortgagee may, either with or without entry or taking possession as hereinabove provided or otherwise, proceed by suit or suits at law or in equity or by any other appropriate proceeding or remedy (a) to enforce payment of the Note or the performance of any term hereof or any other right, (b) to foreclose this Mortgage and to sell, as an entirety or in separate lots or parcels, the Mortgaged Property, under the judgment or decree of a court or courts of competent jurisdiction, and ( c) to pursue any other remedy available to it, all as Mortgagee shall deem most effectual for such purposes. Mortgagee shall take action either by such proceedings or by the exercise of its powers with respect to entry or taking possession, as Mortgagee may determine. Mortgagee shall have all the rights and remedies in addition to those specified herein of a secured party under the Uniform Commercial Code. 2.5 Leases. Mortgagee, at Mortgagee's option, is authorized to foreclose this Mortgage, and the failure to make any tenants of the Mortgaged Property parties defendant to any such foreclosure proceedings and to foreclose their rights will not be, nor be asserted to be by Mortgagor, a defense to any proceedings instituted by Mortgagee to collect the sums secured hereby, or any deficiency remaining unpaid after the foreclosure sale of the Mortgaged Property. 2.6 Principal and Interest Become Due on Foreclosure. Upon commencement of suit for foreclosure of this Mortgage, the unpaid principal of the Note, if not previously declared due, and the interest accrued thereon, shall at once become and be immediately due and payable. 2.7 Purchase by Mortgagee. Upon any such foreclosure sale, pursuant to judicial proceedings, Mortgagee may bid for and purchase the Mortgaged Property and, upon compliance with the terms of sale, may hold, retain and possess and dispose of such property in its own absolute right, without further accountability. 2.8 Application of Indebtedness Toward Purchase Price. Upon any such foreclosure sale, 13 pursuant to judicial proceedings, Mortgagee may, if permitted by law, after allowing for the proportion of the total purchase price required to be paid in cash for the costs and expenses of the sale, compensation and other charges, in paying the purchase price, apply to the purchase price, in lieu of cash any portion of or all sums due to Mortgagee under the Note and this Mortgage. 2.9 Waiver of Appraisement, Valuation, Stay. Extension and Redemption Laws. Mortgagor agrees to the full extent permitted by law, that in case of a default on its part hereunder, neither Mortgagor nor anyone claiming through or under it shall or will set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or redemption laws now or hereafter in force, in order to prevent or hinder the enforcement or foreclosure of this Mortgage, or the absolute sale of the property hereby conveyed, or the final and absolute putting into possession thereof, immediately after such sale, of the purchasers thereat, and Mortgagor, for itself and all who may at any time claim through or under it, hereby waives to the full extent that it may lawfully do so, the benefit of all such laws, and any and all right to have the assets comprised in the security intended to be created hereby marshalled upon any foreclosure of the lien hereof and agrees that Mortgagee or any court having jurisdiction to foreclosure such lien may sell the Mortgaged Property as an entirety. 2.10 Receiver. If an Event of Default shall occur and then upon the filing of a bill in equity or other commencement of judicial proceedings to enforce the rights of Mortgagee, Mortgagee to the extent permitted by law and without regard to the value or occupancy of the security shall be entitled as a matter of right to the appointment of a receiver to enter upon and take possession of the Mortgaged Property. The receiver shall collect all rents, revenues, issues, income, products and profits thereof, pending such proceedings and apply the same as the court may direct. Mortgagor hereby specifically waives the right to object to the appointment of a receiver as described herein and hereby expressly consents that such appointment shall be made as Mortgagee's absolute right and that such appointment may be made without notice to Mortgagor. The receiver shall have all rights and powers permitted under the laws of Florida and such other powers as the court making such appointment shall confer. The expenses, including receiver's fees, reasonable attorneys' fees, costs and agent's compensation, incurred pursuant to the powers herein contained shall be secured by this Mortgage. The right to enter and take possession of, to manage and operate, the Mortgaged Property, to collect the rents, issues and profits thereof, whether by a receiver or otherwise, shall be cumulative to any other right or remedy hereunder or afforded by law, and may be exercised concurrent therewith or independently thereof. Mortgagee shall be liable to account only for such rents, issues and profits actually received by Mortgagee, whether received pursuant to this Paragraph 2.10 or Paragraph 2.3 above. Notwithstanding the appointment of any receiver, trustee or other custodian, Mortgagee shall be entitled as pledgee to the possession and control of any cash, or other instruments at the time held by, or payable or deliverable under the terms of this Mortgage to Mortgagee. 2.11 Suits to Protect the Mortgaged Property. The Mortgagee shall have power (a) to institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Mortgaged Property by any acts which may be unlawful or any violation of the Mortgage, (b) to preserve or protect its interest in the Mortgaged Property and in the income, revenues, rents and profits arising therefrom and (c) to restrain the enforcement of or compliance with any legislation or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid, if the 14 enforcement of or compliance with, such enactment, rule or order would impair the security hereunder or be prejudicial to the interest of Mortgagee. 2.12 Proofs of Claim. In the case of any receivership, insolvency, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceedings affecting Mortgagor, its creditors, or its property, Mortgagee, to the extent permitted by law, shall be entitled to file such proofs of claim and other documents as may be necessary or advisable in order to have the claims of Mortgagee allowed in such proceedings for the entire amount due and payable by Mortgagor under this Mortgage at the date of the institution of such proceedings and for any additional amount which may become due and payable by Mortgagor hereunder after such date. 2.13 Acceleration; Application of Monies by Mortgagee. a. If default shall be made in the payment of any amount due under the Mortgage or the Note secured hereby, then, upon demand of Mortgagee, Mortgagor shall pay to Mortgagee the entire amount due and payable under the Note. If Mortgagor shall fail to pay the same forthwith upon such demand, Mortgagee shall be entitled to sue for and to recover judgment for the whole amount so due and unpaid, together with costs, which shall include the reasonable compensation, expenses and disbursements of Mortgagee's agents and attorneys either before, after or during the pendency of any proceedings for the enforcement of this Mortgage, including appellate proceedings. The right of Mortgagee to recover suc.h judgment shall not be affected by any taking, possession or foreclosure sale hereunder, or by the exercise of any other right, power or remedy for the enforcement of the terms of this Mortgage, or the foreclosure of the lien hereof. b. In case of a foreclosure sale of any of the Mortgaged Property and of the application of the proceeds of sale to the payment of the debt hereby secured, Mortgagee shall be entitled to enforce payment of and to receive all amounts then remaining due and unpaid upon the Note, and Mortgagee shall be entitled to recover judgment for any portion of the debt remaining unpaid, with interest. c. Mortgagor agrees, to the full extent that it may lawfully so agree, that no recovery of any such judgment by Mortgagee and no attachment or levy of any execution upon any such judgment upon any of the Mortgaged Property or upon any other property shall in any manner or to any extent affect the lien of this Mortgage upon the Mortgaged Property or any part thereof or any lien, rights, powers or remedies of Mortgagee hereunder, but such lien, rights, powers and remedies shall continue unimpaired as before. d. Any monies thus collected by Mortgagee or received by Mortgagee under this Paragraph 2.13 shall be applied as follows: First to the payment of the reasonable attorneys' fees and expenses incurred by Mortgagee, its agents and attorneys, including, but not limited to, taxes paid, insurance premiums paid, receivers fees, etc.; and Second, toward payment of the amounts due and 15 unpaid upon the Note. 2.14 Delay or Omission No Waiver. No delay or omission of Mortgagee or of any holder of the Note to exercise any right, power or remedy accruing upon any default shall exhaust or impair any such right, power or remedy or shall be construed to be a waiver of any such default or acquiescence therein; and every right, power and remedy given by this Mortgage to Mortgagee may be exercised from time to time and as often as may be deemed expedient by Mortgagee. 2.15 No Waiver of One Default to Affect Another. No waiver of any default hereunder shall extend to or shall affect any subsequent or any other then existing default or shall impair any rights, powers or remedies consequent thereon. If Mortgagee (a) grants forbearance or an extension of time for the payment of any sums secured hereby; (b) takes other or additional security for the payment thereof; ( c) accepts full or partial payment of interest or principal due and payable under the Note after the occurrence of an Event of Default; (d) waives or does not exercise any right granted herein or in the Note; (e) releases any part of the Mortgaged Property from the Note or Mortgage; (f) consents to the filing of any map, plat or replat thereof; (g) consents to the granting of any easement thereon or (h) makes or consents to any agreement subordinating the lien hereof, any such act or omission shall not release, discharge, modify, change or affect the original liability under the Note, Mortgage or otherwise of Mortgagor or any subsequent purchaser of the Mortgaged Property or any part thereof, or any maker, co-signer, endorser, surety or guarantor; nor shall any such act or omission preclude Mortgagee from exercising any right, power or privilege herein granted or intended to be granted in the event of any other default then made or of any subsequent default nor, except as otherwise expressly provided in an instrument or instruments executed by Mortgagee, shall the lien of this Mortgage be altered thereby. In the event of the sale or transfer by operation of law or otherwise of all or any part of the Mortgaged Property, Mortgagee, without notice to any person or corporation, is hereby authorized and empowered to deal with any such vendee or transferee with reference to the Mortgaged Property or the indebtedness secured hereby, or with reference to any of the terms or conditions hereof, as fully and to the same extent as it might deal with the original parties hereto and without in any way releasing or discharging any of the liabilities or undertakings hereunder. 2.16 Discontinuance of Proceedings; Position of Parties Restored. In case Mortgagee shall have proceeded to enforce any right or remedy under this Mortgage by foreclosure, entry or otherwise, and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adverselyq to Mortgagee, then and in every such case, Mortgagor and Mortgagee shall be restored to their former positions and rights hereunder, and all rights, powers and remedies of Mortgagee shall continue as ifno such proceeding has been taken. 2.17 Remedies Cumulative. No right, power or remedy conferred upon or reserved to Mortgagee by this Mortgage is intended to be exclusive of any other right, power or remedy but each and every such right, power and remedy shall be cumulative and concurrent and shall be in addition to any other right, power and remedy given hereunder or now or hereafter existing at law or in equity or by statute. 2.18 Subrogation. Mortgagee hereby is subrogated to the claims and liens of all parties 16 whose claims or liens are discharged or paid with the proceeds of the indebtedness secured by this Mortgage. 2.19 Abstract. The abstract oftitle covering the Mortgaged Property shall belong to and remain in the possession of Mortgagee during the lien of this Mortgage. ARTICLE 3 MISCELLANEOUS PROVISIONS 3. 1 Successors and Assigns Included in Parties. Whenever in this Mortgage one of the parties hereto is named or referred to, the successors and assigns of such party shall be included and all covenants and agreements contained in this Mortgage by or on behalf of Mortgagor or by or on behalf of Mortgagee, shall bind and inure to the benefit of their respective successors and assigns, whether so expressed or .not. \Vhenever the singular or plural number, masculine or feminine or neuter gender is used herein, it shall equally include the other. 3.2 Notice. a. Mortgagor. Any notice, demand or other instrument authorized by this Mortgage to be served on or given to Mortgagor may be served on or given to Mortgagor, at the following address: Wyman Fields Foundation, Inc. 207 N. Moss Road, Suite 105 Winter Springs, FL 32708 With a copy to: Peoples First Community Bank 2305 Highway 77 Panama City, FL 32405 or at such other address as may have been furnished in writing to Mortgagee by Mortgagor. b Mortgagee. Any notice, demand or other instrument to be served on or given to Mortgagee may be served on or given to Mortgagee at its offices located at the following address: The City of Winter Springs 1126 E. State Road 434 Winter Springs, FL 32708 Attn: City Manager with a copy to: Anthony Garganese, Esquire 96 Willard Street, Suite 302 Cocoa, Florida 32922 17 or at such other address as may have been furnished in writing to Mortgagor by Mortgagee. c. Notice shall be deemed given when hand delivered, properly receipted, or placed in the United States mails, certified or registered, return receipt requested, postage prepaid, to the above addresses. 3.3 Headings. The headings of the articles, sections, paragraphs and subdivisions of this Mortgage are for convenience of reference only, and are not to be considered a part hereof, and shall not limit or otherwise affect any of the terms hereof. 3.4 Invalid Provisions to Affect No Others. In case anyone or more of the covenants, agreements, terms or provisions contained in this Mortgage or in the Note shall be invalid, illegal or unenforceable in any respect, the validity of the remaining covenants, agreements, terms or provisions contained herein and in the Note shall not be affected, prejudiced or disturbed thereby in any manner. 3.5 Modifications. It is understood and agreed that Mortgagee may at any time, without notice to any person, grant to Mortgagor any modification of any kind or nature whatsoever, or allow any change or changes, substitution or substitutions or any of the property described in this Mortgage or any other collateral which may be held by Mortgagee without in any manner affecting the liability of Mortgagor, any endorsers or guarantors of the indebtedness hereby secured or any other person for the payment of said indebtedness, together with interest and any other sums which may be due and payable to Mortgagee, and also without in any manner affecting or impairing the lien of this Mortgage upon the remainder of the Mortgaged Property and other collateral which is not changed or substituted; and it is also understood and agreed that the Mortgagee may at any time, without notice to any person, release any portion of the property described in this Mortgage or any other collateral, or any portion of any other collateral which may be held as security for the payment of the indebtedness hereby secured, either with or without any consideration of such release or releases, without in any manner affecting the liability of Mortgagor, all endorsers or guarantors, if any, and all other persons who are or shall be liable for the payment of said indebtedness, and without affecting, disturbing or impairing in any manner whatsoever the validity and priority of the lien of this Mortgage for the full amount of the indebtedness remaining unpaid, together with all interest and advances which shall become payable, upon the entire remainder of the Mortgaged Property which is unreleased, and without in any manner affecting or impairing to any extent whatsoever any and all other collateral security which may be held by Mortgagee. It is distinctly understood and agreed by Mortgagor and the Mortgagee that any release or releases may be made by Mortgagee without the consent or approval of any other person or persons whomsoever. 3.6 Uniform Commercial Code. The parties agree that this Mortgage is a security agreement under the Uniform Commercial Code for the purpose of creating a lien on the personal property and fixtures described herein. 3.7 No Transfer or Encumbrance. It is understood and agreed by Mortgagor that as part of the inducement to Mortgagee to make the loan evidenced by the Note, Mortgagee has considered and relied on the credit worthiness and reliability of Mortgagor. Mortgagor covenants and agrees not to sell, convey, transfer, lease, execute any management agreement, easement or other agreement 18 covering, or further encumber any interest in any part of the Mortgaged Property or Mortgagor, and any such sale, conveyance, transfer, lease or encumbrance shall constitute an Event of Default hereunder. A contract to deed or agreement for deed or assignment of beneficial interest in any land trust or a transfer, conveyance or pledge of any interest, including, but not limited to, shares of stock or any partnership interests in Mortgagor shall constitute a transfer pursuant to the provisions of this paragraph. If any person should obtain an interest in all or any part of the Mortgaged Property, pursuant to the execution or enforcement of any lien, security interest or other right, whether superior, equal or subordinate to this Mortgage or the lien hereof, such event shall be deemed to be a transfer by Mortgagor and an Event of Default hereunder. 3.8 Future Advances. This Mortgage is given to secure not only the existing indebtedness of $782,071.00 of the Mortgagor to the Mortgagee evidenced by the Note secured hereby, but also such future advances up to an additional $ N/ A as are made within 20 years from date hereof, plus interest thereon, and any disbursements made by Mortgagee for the payment of taxes, insurance or other liens on the property encumbered by this Mortgage, with interest on such disbursements, which advances shall be secured hereby to the same extent as if such future advances were made this date. The total amount of indebtedness secured hereby may increase or decrease from time to time. The provisions of this paragraph shall not be construed to imply any obligation on Mortgagee to make any future advances, it being the intention of the parties that any future advances shall be solely at the discretion and option of the Mortgagee. Any reference to "Note" in this Mortgage shall be construed to reference any future advances made pursuant to this paragraph. 3.9 Leasing Commissions. Mortgagor covenants that every agreement to pay leasing commissions with respect to the leasing of space in the Mortgaged Property, or any part thereof, are and shall be subject, subordinate and inferior to the right of Mortgagee, so that in the event Mortgagee acquires title to the Mortgaged Property either at a foreclosure sale or by other means, Mortgagee will be exonerated and discharged from all liabilities for the payment of any such commissions or compensations. 3. 10 Time is of the Essence. It is specifically agreed that time is of the essence of this Mortgage and that no waiver of any obligation hereunder or of the obligation secured hereby shall at any time thereafter be held to be a waiver of the terms hereof or of the instrument secured hereby. 3.11 Attorneys' Fees and Expenses. Wherever provision is made herein for payment for reasonable attorneys' or counsels' fees or expenses incurred by Mortgagee, said provision shall include, but not be limited to, reasonable attorneys' or counsels' fees or expenses incurred in any and all judicial, bankruptcy, reorganization, administrative, or other proceedings, including appellate proceedings, whether such proceedings arise before or after entry of a final judgment. 3.12 Maximum Rate of Interest. Nothing herein contained, in the Note secured hereby or any instrument or transaction related thereto, shall be construed or so operate as to require Mortgagor, or any person liable for the payment of the loan made pursuant to the Note, to pay interest in an amount or at a rate greater than the maximum allowed by law. Should any interest or other charges in the nature of the interest paid by Mortgagor, or any parties liable for the payment of the loan made pursuant to the Note, result in the computation or earning of interest in excess of 19 the maximum rate of interest allowed by applicable law, then any and all such excess shall be and the same is hereby waived by the holder hereof, and all such excess shall be credited automatically against and in reduction of the principal balance, and any portion of said excess which exceeds the principal balance shall be paid by the holder hereof to Mortgagor, or any parties liable for the payment of the loan made pursuant to the Note, it being the intent of parties hereto that under no circumstances shall Mortgagor, or any parties liable for the payment of the loan hereunder, be required to pay interest in excess of the maximum rate allowed by law. 3.13 Florida Contract. This Mortgage is made by Mortgagor and accepted by Mortgagee in the State of Florida, with reference to the laws of such State, and shall be construed, interpreted, enforced and governed by and in accordance with such laws (excluding the principles thereof governing conflicts oflaw) and federal law, in the event (and only in the event) federal law preempts State law. 3.14 [RESERVED] 3.15 [RESERVED] 3.16 Default Rate. The Default Rate of interest shall be applicable subsequent to an Event of Default as defined in Paragraph 2.1 and where elsewhere provided for in this Mortgage. The Default Rate shall be the maximum interest rate per annum permissible under Florida law or federal law in the event federal law pre-empts Florida law or is otherwise applicable. 3.17 Attorney-in-Fact. Mortgagor hereby appoints Mortgagee or substitutes appointed by rvlortgagee or its successors and assigns as Mortgagor's true and lawful attorney, for Mortgagor and in Mortgagor's name to perform and do all and every act and thing whatsoever requisite and necessary to be done under all contracts, licenses, leases and similar documents and agreements in which Mortgagee has a security interest., upon an Event of Default hereunder. This appointment shall be coupled with an interest and shall be non-cancelable except upon satisfaction of the indebtedness secured hereby. Mortgagor hereby ratifies and confirms all that Mortgagee shalllawfuUy do or cause to be done pursuant hereto. 3.18 Indemnification. Mortgagor shall protect, indemnify and hold Mortgagee harmless from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including without limitation attorneys' fees and expenses) imposed upon or incurred by or asserted against Mortgagee by reason of (a) ownership of this Mortgage, the Mortgaged Property or any interest therein or receipt of any rents; (b) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Mortgaged Property or any part thereof; ( c) any use, non-use or condition in, on or about the Mortgaged Property; (d) any failure on the part of Mortgagor to perform or comply with any of the terms of this Mortgage; or ( e) performance of any labor or services or the furnishing of any materials or other property in respect of the Mortgaged Property or any part thereof All amounts payable to Mortgagee by reason of the application of this paragraph shall become immediately due and payable and shall bear interest at the rate of the lesser of (i) two percent above the interest tate specified in the Note, or (ii) the maximum interest rate permitted by applicable law, from the date loss or damage is sustained by Mortgagee until paid. The obligations of Mortgagor under this paragraph shall survive any termination or satisfaction of this 20 Mortgage. 3. 19 Hazardous Substances. a. Mortgagor hereby represents that (i) neither Mortgagor nor any other person within Mortgagor's knowledge, based upon reasonable investigation, has ever caused or permitted any "Hazardous Substances" (hereinafter defined) to be placed, held, located or disposed on, under or at the Mortgaged Property or any part thereof and neither the Mortgaged Property nor any part thereof ever has been used (whether by the Mortgagor or by any other person) as a dump site or storage site (whether permanent or temporary) for any Hazardous Substances, (ii) the current use and occupancy of the Mortgaged Property comply with all Federal, state and local environmental laws, statutes, ordinances, codes, rules, regulations, orders and decrees and (iii) Mortgagor has not received any "Environmental Complaint" (hereinafter defined). b. Mortgagor hereby agrees to indemnity Mortgagee and hold Mortgagee harmless from and against any and all losses, liabilities, including strict liability, damages, injuries, expenses, including reasonable attorneys' fees, claims for damage to the environment, claims for owed penalties, costs of any settlement or judgment and claims of any and every kind whatsoever paid or incurred and claims of any and every kind whatsoever paid, incurred or suffered by, or asserted against, Mortgagee by any person or entity or governmental agency for, with respect to, or as a direct or indirect result of, the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, discharging or release from, the Mortgaged Property of any Hazardous Substances (including, without limitation, any losses, liabilities, including strict liability, damages, injuries, expenses, including reasonable attorneys' fees, costs of any settlement or judgment or claims asserted or arising under the Comprehensive Environmental Response, Compensation and Liability Act, any so called federal, state or local "superfund" or "super lien" law, statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to or imposing liability, including strict liability, substances or standards of conduct concerning any Hazardous Substances), regardless of whether or not caused by, or within the control of Mortgagor. c. For purposes of this Mortgage, "Hazardous Substances" shall have the meaning ascribed in and shall include those substances listed in the Comprehensive Environmental Response, Compensation and Liability Act, 42 US.c. S9601 et seq. and the regulations promulgated thereunder (as amended from time to time) and includes oil and oil waste as those terms are defined in the Clean Water Act, 33 US.C. ~ 1251 et seq. and the regulations promulgated thereunder (as amended from time to time) and the Resource, Conservation and Recovery Act, 42 US.C. S6901 et seq., and shall include any other elements or compounds which are contained in the list of hazardous substances adopted by the United States Environmental Protection Agency (the "EP A") and the list of toxic pollutant designated by Congress or the EP A or defined by any other Federal, state or local statute, law, ordinance, code, rule, regulation, tJrder or decree regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous, toxic or dangerous waste, substance or material, now existing or at any time hereafter in effect. d. If Mortgagor receives any notice of (i) the happening of any event involving the use, spill, release, leak, seepage, discharge or cleanup of any Hazardous Substances or (ii) any 21 complaint, inspection by any governmental agency which lists any noncompliance, order, citation or notice with regard to air emissions, water discharges, or any other environmental, health or safety matter affecting Mortgagor or the Mortgaged Property (an "Environmental Complaint") from any person or entity (including without limitation the EP A) Mortgagor immediately shall notify Mortgagee orally and in writing of such notice. e. Mortgagee shall have the right but not the obligation and without limitation of Mortgagee's rights under this Mortgage, to enter onto the Mortgaged Property or to take such other actions as it deems necessary or advisable to clean up, remove, resolve, or minimize the impact of, or otherwise deal with, any of such Hazardous Substances or Environmental Complaint following receipt of any notice from any person or entity (including without limitation the EP A) asserting the existence of any Hazardous Substances or an Environmental Complaint pertaining to the Mortgage Property or any part thereof which, if true, could result in an order, suit, lien or other action against Mortgagor and/or the Mortgaged Property and/or which, in the sole opinion of Mortgagee, could jeopardize its security under this Mortgage. All reasonable costs and expenses incurred by Mortgagee in the exercise of any such rights shall be secured by this Mortgage and shall be payable by Mortgagor upon demand. f. Mortgagee shall have the right, in its sole discretion, to require Mortgagor to perform periodically (at Mortgagor's expense) an environmental audit and, if deemed necessary by Mortgagee, an environmental risk assessment, each of which must be satisfactory to Mortgagee, of the Mortgaged Property, hazardous waste management practices and/or hazardous waster disposal sites used by Mortgagor. Each such audit and/or risk assessment must be prepared by an environmental consultant satisfactory to Mortgagee. Should Mortgagor fail to perform any environmental audit or risk assessment within 30 days of Mortgagee's written request, Mortgagee shall have the right but not the obligation to retain an environmental consultant to perform such environmental audit or risk assessment. All costs and expenses incurred by Mortgagee in the exercise of such rights shall be secured by this Mortgage and shall be payable by Mortgagor upon demand or charged to Mortgagor's obligations secured by this Mortgage at the discretion of Mortgagee. ARTICLE 4 ADDITIONAL PROVISIONS 4.1 Cross Default. In the event that Mortgagor shall be in default with respect to this Mortgage and the loan evidenced by the Note, then Mortgagor shall be deemed in default with respect to all loans from Mortgagee to Mortgagor and any entity or company affiliated with Mortgagor or Guarantor shall be in default with respect to any loan from Mortgagee to such entity or company. In the event that Mortgagor or any Guarantor shall be in default with respect to any loan from Mortgagee to Mortgagor or any Guarantor, then Mortgagor shall be deemed to be in default with respect to this Mortgage and the loan evidenced by the Note. Additionally, a default under the First Mortgage shall be deemed a default hereunder. 4.2. Cross Collaterization. The Loan shall secure not only the note secured hereby but shall also stand as additional collateral for repayment of every note, liability and obligation of every kind or nature now or hereafter in existence (herein called the "Other Obligations") now or hereafter held 22 by mortgagee or any of mortgagee's corporate affiliates and signed, co signed, guaranteed or endorsed by any party who has signed, co signed, guaranteed or endorsed the Note secured hereby or this Mortgage. Likewise, all property mortgaged, pledged and hypothecated as security for repayment of any of the Other Obligations shall stand as additional collateral for repayment of the note secured hereby and for performance of all obligations hereunder. 4.3. Waiver of Jury Trial. MORTGAGOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS MORTGAGE AND ANY DOCUMENT EXECUTED IN CONJUNCTION THEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ORBYMORTGAGOR OR MORTGAGEE. 4.4 Partial Releases. Mortgagee agrees to release from the lien of the Mortgage individual units upon the sale thereof upon the following conditions: a. There exists no event of default under the Note, Mortgage, Construction Loan Agreement, or any other loan document executed in conjunction herewith; b. Mortgagor has created the requisite homeowners association thereby creating the necessary common property or cross easements; and c. The payment of a release price in the following sum: (1) $10,015.00 for each individual residential unit located on Rhoda Lane, or (2) $18,425.00 for each individual residential unit located on Kristi Ann Court. IN WITNESS WHEREOF, the undersigned have executed this instrument the day and year first above written. Signed, sealed and delivered in the presence of: MORTGAGOR: WYMAN FIELDS FOUNDATION, INC., a Florida non-profit corporation By: ANTHONY PERRONE, President Print Name: Print Name: 23 STATE OF FLORIDA COUNTY OF BREVARD The foregoing instrument was acknowledged before me this day of May, 2000, by ANTHONY PERRONE, President of WYMAN FIELDS FOUNDATION, INC., a Florida non-profit corporation, who is personally known to me or who has produced as identification. NOTARY PUBLIC My Commission Expires: 24 Prepared By and Return to: KOHN BENNETT, ESQUlRE 96 Willard Street, Suite 302 Cocoa, Florida 32922 ASSIGNMENT OF LEASES. RENTS AND PROFITS THIS ASSIGNMENT, made this day of May, 2000, by and between WYMAN FIELDS FOUNDATION, INC., a Florida non-profit corporation, 207 N. Moss Road, Suite 105, Winter Springs, Florida 32708 ("Assignor"), and THE CITY OF WINTER SPRINGS, FLORIDA, a Florida municipal corporation, 1126 E. State Road 434, Winter Springs, Florida 32708 ("Assignee"). WITNESSETH: WHEREAS, Assignor is indebted to Assignee in the principal sum of SEVEN HUNDRED EIGHTY TWO THOUSAND SEVENTY ONE AND NO/tOO DOLLARS ($782,071.00), as evidenced by a Promissory Note of even date herewith (the "Note"), secured by a Mortgage on certain real property described on Exhibit "A", attached hereto (hereina fter the "Property"). NOW, THEREFORE, in consideration of the debt herein mentioned and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged and to secure the full and punctual payment of the Note, including any future or existing modification, extension or renewal thereof, and the interest and other sums thereon, in the full and punctual performance of the covenants, terms, obligations and conditions contained herein, and other instruments, documents and agreements required by Assignee which evidence, secure or otherwise relate to the indebtedness hereby secured (including without limitation, any commitment, mortgage, construction loan agreement, security agreement and assignments), together with any existing or future amendments, modifications, extensions or renewals thereof (all of which are referred to herein collectively as "Loan Documents"), Assignor hereby grants, conveys, transfers and assigns to Assignee all of the right, title and interest to Assignee of all existing and future leases upon all or any part of the Property, together with any and all amendments, modifications, extensions, renewals and replacements thereof and all guaranties of the lessees' obligations under said Leases (each of which is referred to herein separately as the "Lease") and also together with the right (but not the obligation) to collect all the rents, issues, profits and other sums. Assignor warrants that it is the sole owner in fee simple of the property and that it is the owner of the entire lessors' interest in the Lease; the Lease is valid and enforceable and has not been altered, modified or amended in any manner whatsoever (except as previously disclosed in writing to the Assignee); that no party is in default under any of the tenus, covenants, or conditions thereof; that the Lease and the rent reserved in the Lease have not been previously assigned; and that no rent for any period subsequent to the date of this Assignment has been waived, discounted, compromised or collected more than one (1) month in advance from the time that the same is due under the terms of the Lease. Assignor covenants that it will faithfully abide by, perfoml and discharge each and every obligation, covenant and agreement of the Lease to be performed by Assignor; give prompt notice to Assignee of any notice of default of the Lease received or given by Assignor, together with an accurate and complete copy of such notice of default, enforce at the sole cost and expense of Assignor without terminating the Lease, the performance of each and every obligation, covenant, and condition in agreement of the Lease; appear in and defend any action or proceeding arising under the Lease; deliver to Assignee each Lease, all or any part of the Property which is entered into subsequent hereto; properly maintain and account for any security deposits received under the Lease and deliver said security deposits to Assignee at its request; and to execute and deliver at the request of Assignee all further assurances and assignments to confirm or effectuate this Assignment as Assignee shall from time to time require. The term of this Assignment shall be until the Note, Mortgage, and Loan Documents (or any extension or renewal thereot) of even date herewith, made, executed, and delivered by the Assignor to the Assignee, shall have been fully paid and satisfied, at which time this Assignment is to be fully satisfied, canceled, and released, and the releasing of said Mortgage shall constitute a release hereof. And the Assignor does hereby authorize and empower the said Assignee to collect the rents payable under all of said Leases above referred to as they shall become due, and does hereby direct each and all of the tenants of the aforesaid Property to pay such rents as may now be due, and does hereby pay such rents as may now be due or shall become due to the said Assignee upon demand for payment thereof by the Assignee. It is understood and agreed, however, that no such demand shall be made unless and until there has been a default in the payment of the indebtedness secured by the Mortgage herein mentioned, or default in the payment of any other sum secured by said Mortgage, or default in the performance of any of the covenants set forth in said Note or said Mortgage; and, until such demand is made, the Assignor is authorized to collect, or continue collecting, said rents, but such privilege to collect, or continue collecting, as aforesaid by the Assignor, shall not operate to permit the collection by the said Assignor, their heirs, executors, administrators or assigns of (and the Assignor hereby covenants and agrees with the Assignee that the Assignor will not collect, demand or receive) any installment of rent in advance of the date prescribed in said Lease or Leases for the payment thereof. The authority and power of the Assignee to collect said rents from said property, as set forth herein, may be exercised and said rents collected with or without the taking of possession of said real property, or any part thereof, and without the necessity of (but nothing herein contained shall be construed to prohibit the Assignee) instituting foreclosure of its Mortgage, and an action upon its Note or an action upon this Assignment directly against the tenants under the Leases assigned herewith. And in furtherance of this Assignment, the Assignor does hereby additionally authorize and empower the Assignee by its employees, agents, or representatives, at the option of the Assignee upon the occurrence of any default, as aforesaid, to enter upon the aforesaid Property and to collect, in the name of the Assignor or in its own name as Assignee, the rents accrued but unpaid and in arrears at the date of such default, as well as the rents thereafter accruing and becoming payable during the period the Assignment is operative; and to this end, the Assignor further agrees to cooperate and to assist the Assignee, its employees, agents or representatives, in all reasonable ways with collection of said rents. The Assignor does hereby authorize (but nothing herein shall be deemed to require or obligate) the Assignee upon such entry, to take over and assume the management, operation and maintenance of said Property and to perform all acts necessary and proper in its sole discretion, and to expend such sums as may be necessary in connection therewith, including the authority to effect new leases or to make concessions to tenants; the Assignor hereby releasing all claims against the Assignee arising out of such management, operation and maintenance, excepting the liability of the Assignee to account as hereinafter set forth. This Assignment is given as additional security for the performance of each and all of the obligations and covenants of the Note and Mortgage above described (or any extension or renewal thereot). The Assignee shall, after payment of all property charges and expenses, including reasonable compensation 2 to such agents, employees or representatives as shall be selected or employed, and over the accumulation of a reasonable reserve to meet taxes, assessments, utility rents, and tires and liability insurance in requisite amounts, credit the net amount of income received by it from the Property by virtue of this Assignment to any amount due and owing to it by the Assignor under the terms of the said Note and Mortgage, but the manner of the application of such net income and what items shall be credited shall be determined in the sole discretion of the Assignee. It is further covenanted and agreed that the Assignor and its successors or assigns, shall have no right, power, or authority to (the Assignor covenants and agrees with the Assignee that the Assignor shall not) lower the rental mte on any rental unit to a rate which is lower than that existing on the date of this Assignment without first obtaining the consent in writing of the Assignee to such alteration, modification, or amendment. The provisions of this instrument shall be binding upon and shall inure to the benefit of the Assignor and their legal representatives, successors, or assigns, and upon the Assignee, its successors and assigns. Nothing herein contained shall be construed as making the Assignee a mortgagee in possession, nor shall said Assignee be liable for laches, or failure to collect said rents, issues, profits, revenues, royalties, rights and benefits, and it is understood that said Assignee is to account only for such sums as are actually collected. The Assignor covenants and agrees with the Assignee that no tenant need determine whether or not a default has occurred making this Assignment operative, but shall pay over the rent to the Assignee upon notice from it to do so, and upon so doing, shall be relieved from liability therefor to Assignor in all respects. IT IS UNDERSTOOD AND AGREED that neither the existence of this Assignment nor the exercise of its privilege to collect said rents, issues, profits, revenues, royalties, rights and benefits hereunder shall be construed as a waiver by the Assignee or its successors and assigns, of the right to enforce payment of the debt hereinabove mentioned, in strict accordance with the terms and provisions of the Mortgage and Note for which this Assignment is given as additional security. This Assignment, together with the covenants and warranties herein contained, shall inure to the benefit of Assignee and any subsequent holder of the Note, and shall be binding upon Assignor and Assignee's heirs, successors, personal representatives and assigns and any subsequent owner of the Property. Assignee shall have the right to assign the Assignee's right, title and interest in the Lease and rents, issues and profits of the Property, or any portion thereof, through foreclosure or transfer in lieu thereof. After Assignee shall have been barred and foreclosed of all right, title, interest, and equity of redemption in the Property, or any portion thereof, no assignee of Assignee's interest in the Lease shall be liable to account to Assignee for the rents, issues, or profits. All notices, requests, demands, and other communications provided for herein shall be in writing and shall be deemed to have been given when sent by registered or certified United States mail, return receipt requested, addressed to the appropriate party at its address set forth on the first page of this Assignment, or such other address as shall be designated by such party by written notice to the other party as herein provided. The invalidity of any provision of this Assignment as determined by a court of competent jurisdiction shall in no way affect the validity of any other provision hereof. If more than one person or entity is named as Assignee herein, this Assignment shall be binding upon all such persons and entities jointly and severally. This Assignment shall not be modified, amended, or otherwise changed, except in writing signed by the parties hereto. - 3 This Assignment shall be governed by and construed in accordance with the laws of the State of Florida. IN WITNESS WHEREOF, the Assignor has executed this Assignment the day and year first above written. ASSIGNOR: Signed, sealed and delivered in the presence of: MORTGAGOR: WYMAN FIELDS FOUNDATION, INC., a Florida non-profit corporation By: ANTHONY PERRONE, President Print Name: Print Name: STATE OF FLORIDA COUNTY OF BREVARD The foregoing instrument was acknowledged before me this day of May, 2000, by ANTHONY PERRONE, President of WYMAN FIELDS FOUNDATION, INC., a Florida non-profit corporation, who is personally known to me or who produced as identification. NOTARY PUBLIC 4 Ii. ..;. " ASSIGNMENT OF CONSTRUCTION DOCUMENTS TIllS ASSIGNMENT, made this day of May, 2000, by WYMAN FIELDS FOUNDATION, INC., a Florida non-profit corporation ("Borrower"), having an address at 207 N. Moss Road, Suite 105, Winter Springs, Florida 32708, to and for the benefit of THE CITY OF WINTER SPRINGS, FLORIDA, a Florida municipal corporation, having an address at 1126 E. State Road 434, Winter Springs, Florida 32708 ("Lender"); WITNESSETH: WHEREAS, Lender has agreed to make a construction loan in the principal amount of SEVEN HUNDRED EIGHTY TWO THOUSAND SEVENTY ONE AND NO/tOO DOLLARS ($782,071.00) to Borrower (the "Loan") for the purpose of financing the construction of certain improvements on Borrower's land located as described on Exhibit "A" attached hereto; and WHEREAS, as a condition of making the Loan, Borrower has agreed, among other agreements, to assign to Lender the various contracts, plans and specifications, and certain other documents and agreements relating to the design and construction of the improvements. NOW, THEREFORE, as an inducement to Lender to make the Loan and for other good and valuable considerations, the receipt and adequacy of which are hereby acknowledged, Borrower hereby grants, transfers and assigns unto Lender, its successors and assigns, all of the right, title and interest of Borrower in, to and under any and all documents, instruments and agreements, whether now or hereafter existing, relating to the construction of the improvements (hereinafter collectively referred to as the "Construction Documents") including, without limitation, any and all construction contracts, architecture contracts, engineering contracts, plans, specifications, drawings, surveys, bonds, permits, licenses and other governmental approvals, and all amendments, revisions and modifications thereto. Borrower represents and warrants that it has made no other assignment of any of its rights under the Construction Documents to any other person or entity; that it has done no act, nor failed to do any act, which might prevent Lender from exercising any of the rights; powers and privileges conferred upon Borrower by the Construction Documents as contemplated by this Assignment; and, that Borrower is not in default under the provisions of any of the Construction Documents and, to the knowledge of Borrower, none of the other parties to the Construction documents is in default under the provisions thereof. Borrower agrees that it will (i) perform each covenant of Borrower contained in the Construction Documents; (ii) give prompt notice to Lender of any claim of default under any of the Construction Documents; (iii) at the sole cost and expense of Borrower, enforce the performance and observance of each and every covenant and condition of the Construction Documents; and (iv) appear in and defend any action growing out of or in any manner connected with the Construction Documents. The rights assigned hereunder include all of Borrower's right to modify and to terminate the Construction Documents and to waive or release the performance of any obligation contained therein. Without the written consent of Lender, Borrower will not modify the Construction Documents nor waive or release any person from the performance of any obligation contained therein. It shall be an event of default under this instrument if Borrower fails to perform any covenant herein set forth, or should any warranty of Borrower contained herein at any time prove to be untrue or misleading. Should Borrower fail to perform any covenants contained in the Construction Documents, then Lender, but without obligation to do so and without notice to or demand on Borrower or releasing Borrower from its obligations so to do, may perform such covenant or condition and may appear in and defend any action affecting the Construction Documents. Any costs incurred by Lender in connection with the foregoing shall be included in the indebtedness secured hereby and shall bear interest at the default rate under the promissory note evidencing the Loan. Lender shall not be obligated to perform any obligations of Borrower under the Construction Documents, and Borrower agrees to indemnify and hold Lender harmless against any and all liability, loss or damage which Lender may incur under the Construction Documents or under or by reason of this Assignment. Should Lender incur any such liability, loss or damage, the amount thereof, including costs, expenses and attorneys' fees, shall be included in the indebtedness secured by this instrument and shall bear interest at the default rate under the promissory note evidencing the Loan. This Assignment is made in order to secure the payment by Borrower to Lender of the Loan and the performance by Borrower of each and every obligation, covenant and agreement of Borrower contained herein or in the other documents and instruments executed by Borrower in connection with the Loan (said documents and instruments being hereinafter called the "Loan Documents "). The rights of Lender under this Assignment shall be operative, at the option of Lender, from and after the time of any default by Borrower under any of the provisions of this Assignment or the Loan Documents. In the event of a foreclosure or a transfer in lieu of foreclosure or other acquisition of title to the land and improvements, all right, title and interest of Borrower in, to and under the Construction Documents shall pass to the purchaser, at its option, and Lender is hereby irrevocably authorized by Borrower to assign any such Construction Document to any such purchaser, without accounting to Borrower in any manner whatsoever. This Assignment shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, personal representatives, and assigns. This Assignment shall be governed by and construed in all respects under the laws of the State of Florida. IN WITNESS WHEREOF, the Borrower has caused this Assignment to be executed and sealed in its name by authority duly given, as of the day and year first above written. BORROWER: Signed, sealed and delivered in the presence of: MORTGAGOR: WYMAN FIELDS FOUNDATION, INC., a Florida non-profit corporation By: ANTHONY PERRONE, President Print Name: Print Name: 2 CONSENT AND AGREEMENT FOR VALUE RECEIVED, the undersigned, each of whom has, pursuant to one or more of the "Construction Documents", as defined in the foregoing Assignment of Construction Documents (the "Assignment"), performed or supplied, or agreed to perform or supply, certain services, materials, and/or documents in connection with the construction of the Improvements referred to in the Assignment (each of the undersigned being hereinafter severally referred to as the "Undersigned") hereby acknowledge and consent to the Assignment. Each of the Undersigned does hereby warrant and represent that no default exists under the terms of any agreement between Borrower and the Undersigned. Each of the Undersigned does hereby agree that (a) in the event of any default by Borrower under the terms of the "Loan Documents", as defined in the Assignment, Lender shall be entitled to use without further payment or charge of any kind and any and all plans, specifications, drawings and surveys prepared or owned by the Undersigned relating to the construction of the Improvements contemplated by said Loan Documents, and that (b) in the event of any default by Borrower under the terms of said Loan Documents, the Undersigned shall, upon receipt of written notice and demand of Lender, continue performance on behalf of Lender provided that the Undersigned is reimbursed for such performance on behalf of Lender in accordance with its agreement for the performing or supplying of such services, materials and/or documents, and that (c) in the event of any default by Borrower under the terms of any agreement between Borrower and the Undersigned, then the Undersigned shall deliver to Lender, by certified United States mail, postage prepaid, return receipt requested, written notice of such default and the action required to cure the same, and Lender shall have a reasonable time (but in no event less than ten (10) days after receipt of such notice) within which Lender shall have the right, but not the obligation, to cure such default, and the delivery of such notice of default and the failure of Lender to cure the same within the time allowed, as aforesaid, shall be conditions precedent to the exercise of any right or remedy of the Undersigned arising by reason of such default, and that (d) the Undersigned shall not enter into any modification or amendment of any agreement between Borrower and the Undersigned without the prior written consent of Lender. WITNESS tlle hands and seal of each of the Undersigned, as of the day and year first above written. CONTRACTOR: WITNESSES: By: ARCHITECT: WITNESSES: By: 'J BORROWER: WYMAN FIELDS FOUNDATION, INC. LENDER: THE CITY OF WINTER SPRINGS, a Florida municipal corporation CLOSING AGENT: Kohn Bennett, Esquire CLOSING DATE: May _, 2000 FURTHER ASSURANCE 'AGREEMENT For and in consideration of the Closing Agent disbursing proceeds of this Loan, and in order to insure the accuracy of settlement statements, mortgages and other documents of closing in this transaction, the undersigned do mutually agree to cooperate, adjust, initial, re-execute and re-deliver any and all closing documents if deemed necessary or desirable in the reasonable discretion of Closing Agent. It is the intention of the undersigned that all documentation for this transaction and all payments or disbursements made shall be an accurate reflection of the parties' agreement; that each party should pay all costs and expenses contemplated by their agreement and/or dictated by custom and usage in this area. The undersigned do hereby so agree and covenant to assure that this transaction and its documentation will conform to the parties' agreement and it is understood that Closing Agent will rely upon this agreement and the covenants herein Closing this transaction. day of May, 2000. DATED this BORROWER: THE CITY OF WINTER SPRINGS, a municipal corporation Attest: By: Name: Title: City Clerk Name: PAUL P. PARTYKA Title: MAYOR WYMAN FIELDS FOUNDATION, 1Ne., a Florida non-profit corporation Print Name: By: ANTHONY PERRONE, President Print Name: BRE~ARD ,COUNTY UNIFORM COMMERCIAL CODE STATE OF FLORIDA FINANCING STATEMENT FORM UCC-l (REV. 1993) 11.;0;: Rimulr"ing ~t!\f,.,.ln...llt ic: prPC,..'I'....rI tn g filing ,."ffi.......r fnr filing pnrclHlInf In flu. TTnifnnn ("nml1'...rY"inl (",Nfp. 1. Debtor (Last Nlune first if 8lI Indivillual WYMAN FIELDS FOUNDA TION, INC. lh. Mailing Address 207 N. Moss Road, Suite 105 2. Additional Dehtor or Trade NllJIle (Last NllJIle first if RII Individual la. Date of Birth or FEIn Ie. City, State Winter S fin s, Florida Id. Zip Code 32708 2a. Date of Birth or FEIn 2h. Mailing Address 2c. City, State 2d. Zip Code 3. Secured Party (Last NllJIle first if RII Individual THE CITY OF WINTER SPRINGS, FLORIDA 3h. Mailing Address 1126 E. State Road 434 4. Assignee of Secured Party (Last NllJIle first if RII Individual s, Florida 3d. Zip Code 32708 4h. Mailing Address 4c. City, State 4d. Zip Code 5. Tltis Financing Stlltement covers the following types or items or property (Include description of real property on which located 8lId owner or record when required. If more space is required, llttuch additional sheet(s)). See Exhibit "A" attached hereto and incorporated herein. 6. Check only if Applicnble: 0 Products of collllteral are al~o covered. o Proceeds of collateral are also covered. Debtor is transmitting utility. 7. Check appropriate box: I8l All documentary stllJllp tuxes due and payable or to become due RIld payable pursuant to s. 201.22 F.S., have been paid. (One box must be marked) 0 Florida Documentury Stump Tax is not required. 8. In accordRIlce with s. 679.402(2), F.S., tlds statement is f1led \\1thout the Debtor's signature 9. Number of additional sheets presented: _ To perfect a security interest in collateral: o already subject to a security interest in another jurisdiction when it WIIS brought into this Stute or debtor's locntion changed to tltis state. This Space for Use of Filing Officer o which is proceeds of the original collateral described above in which a security interest WIIS Perfected. o lIS to which the filing hIlS lapsed. Date Filed RIld previous UCC-l f1le mmlber o Acquired after a change of nllJlle, identity, or corporate structure of the debtor. 10. Signature(s) of Debtor(s) WYMAN FIELDS FOUNDATION, INC. By: ANTHONY PERRONE, President 11. Signature(s) of Secured Party or if Assigned, by Assignee(s) THE CITY OF WINTER SPRINGS, FLORIDA NllJIlc r-= BelUlett, Esquire [ Address 96 Willard Street Address Suite 302 City, Stllte, Zip Cocoa, Florida 32922 Exhibit" A" DESCRIPTION OF COLLATERAL SECURED PARTY: THE CITY OF WINTER SPRINGS, FLORIDA DEBTOR: WYMAN FIELDS FOUNDATION, INC. All equipment, goods, inventory, furniture, fixtures and cash proceeds thereof, insurance proceeds and general intangibles wherever located, now owned or hereinafter acquired or created and all parts, accessories and additions thereto or replacements. The collateral also consists of the following property, whether now or hereafter existing, created or acquired In connection with or located at the real property at , as more particularly described on Exhibit "B" attached hereto (the "Real Property"). All leasehold estate, and all right, title and interest of Debtor in and to all leases or subleases covering the Real Property or any portion thereof now or hereafter existing or entered into, and all right, title and interest of Debtor thereunder, including, without limitation, all cash or security deposits, advance rentals, and deposits or payments of similar nature. All right, title and interest of Debtor in and to all options to purchase or lease the Real Property or any portion thereof or interest therein, and any greater estate in the Real Property owned or hereafter acquired. All easements, streets, ways, alleys, rights-of-way and rights used in connection therewith or as a means of access thereto, and all tenements, hereditaments and appurtenances thereof and thereto, and all water rights. Any and all buildings, structures, piers, pilings, docks, boardwalks, seawalls, and improvements now or hereafter erected thereon, including, but not limited to the fixtures, attachments, appliances, equipment, machinery, and other articles attached to said buildings, structures and improvements (sometimes hereinafter referred to as the "Improvements"). All fixtures, appliances, machinery, equipment, furniture, furnishings and articles of personal property now or hereafter affixed to, placed upon, or used in connection with the operation of any of said properties and all gas, steam, electric, water and other heating, cooking, refrigerating, lighting, plumbing, ventilating, irrigating and power systems, machines, appliances, fixtures, and appurtenances which are now or may hereafter pertain or be used with, in or on said Real Property, even though they may be detached or detachable and all building improvement and construction materials, supplies and equipment hereafter delivered to said land contemplating installation or use in the constructions thereon and all rights and interests of Debtor in building permits and architectural plans and specifications relating to contemplated constructions or Improvements on said Real Property and all rights and interests of Debtor in present or future mortgage loan commitments pertaining to any of said Real Property or Improvements thereon (sometimes hereinafter referred to as the "Personal Property"). All awards and proceeds of condemnation for the Real Property or any part thereof to which Debtor is entitled for any taking of all or any part of the Real Property by condemnation or exercise of the right of eminent domain. All such awards and condemnation proceeds are hereby assigned to Secured Party and the Secured Party is hereby authorized, subject to the provisions contained in the Mortgage of even date from Debtor to Secured Party, to apply such awards and condemnation proceeds or any part thereof, after deducting therefrom any expenses incurred by the Secured Party in the collection or handling thereof, toward the payment, in full or in part, of the Note, notwithstanding the fact that the amount owing thereon may not then be due and payable. All rents, issues and profits of the Real Property and all the estate, right, title and interest of every nature whatsoever of the Debtor in and to the same. All accounts (including contract rights) and general intangibles pertaining to or arising from or in connection with all or any part of the Real Property, and the foregoing, including without limitation all proceeds and choses in action arising under any insurance policies maintained with respect to all or any part of the Real Property or any of the foregoing. All proceeds, products, replacements, additions, substitutions, renewals and accessions of any of the foregoing items. All of Debtor's rights to any fictitious, trade, or other names used in conjunction with the Real Property and Personal Property. ':jECRET AR Y OF STATE . ., UNIFORM COM~\1ERCIAL CODE STATE OF FLORIDA FINANCING STATEMENT FORM UCC-l (REV. 1993) "Ii~ f.Oin'ltlr.illg ~f'l,pon,pnt i-: pt''''~PIl'I">r1 In !'II fil;ng nffl"pr fnr filing pllr<,mnnt In ,hI' TTnifnnn 0nnm,pr,..inl rrvt.... 1. Dehtor (Last Name first if IUI Individual WYMAN FIELDS FOUNDATION, INC. lh. Mailing Address 207 N. Moss Road, Suite 105 2. Additional Dehtor or Trade N/lJne (Last N/lJne first if an Individual la. Date of Birth or FEIff 1 c. City, State Winter S rin TS, Florida Id. Zip Code 32708 2a. Date of Birth or FEI# 2h. Mailing Address 2c. City, State 2d. Zip Code 3. Secured Pllrty (Last Nllme first if an Individual THE CITY OF WINTER SPRINGS, FLORIDA 3b. Mailing Address 1126 E. State Road 434 4. Assignee of Secured Party (Last Name first if an Individual s, Florida 3d. Zip Code 32708 4b. Mailing Address 4c. City, State 4d. Zip Code 5. This Financing Statement covers the following types or items or property (Include description of real property on whiclllocated and owner or record when required. If more space is required, attach additional sheet(s)). See Exhihit "A" attached hereto and incorporated herein. 6. Check only if Applicable: 0 Products of collateral are also covered. o Proceeds of collateral are also covered. Debtor is transmitting utility. 7. Check appropriate box: 18I All documentary stanlp taxes due and payable or to become due and payable pursuant to s. 201.22 F.S., have been paid. (One box must be marked) 0 Florida DoclUllentarv Stamp Tax is not required. 8. In accordance with s. 679.402(2), F.S., this statement is fIlell without the Debtor's signature 9. Nwnber of additional sheets presented: _ To perfect a security interest in collateral: o already subject to a security interest in /lI1other jurisdiction when it was brought into tltis State or debtor's location ch/ll1ged to tltis state. This Space for Use of Filing Officer o which is proceeds of the original collateral described above in which a security interest was Perfected. o as to which the filing has lapsed. Date Filed /lJld previous UCC-l file mUllber o Acquired after a change of name, identity, or corporate structure of the debtor. 10. Signature(s) of Debtor(s) WYMAN FIELDS FOUNDATION, INC. By: ANTHONY PERRONE. President 11. Signature(s) of Secured Party or if Assigned, by Assignee(s) THE CITY OF WINTER SPRINGS, FLORIDA Address 96 Willard Street Address Suite 302 City, State, Zip Cocoa, Florida 32922 J. ~ I Exhibit "A" DESCRIPTION OF COLLATERAL SECURED PARTY: THE CITY OF WINTER SPRINGS, FLORIDA DEBTOR: WYMAN FIELDS FOUNDATION, INC. All equipment, goods, inventory, furniture, tixtures and cash proceeds thereof, insurance proceeds and general intangibles wherever located, now owned or hereinafter acquired or created and all parts, accessories and additions thereto or replacements. The collateral also consists of the following property, whether now or hereafter existing, created or acquired III connection with or located at the real property at , as more particularly described on Exhibit liB" attached hereto (the "Real Property"). All leasehold estate, and all right, title and interest of Debtor in and to all leases or subleases covering the Real Property or any portion thereof now or hereafter existing or entered into, and all right, title and interest of Debtor thereunder, including, ,:"ithout limitation, all cash or security deposits, advance rentals, and deposits or payments of similar nature. All right, title and interest of Debtor in and to all options to purchase or lease the Real Property or any portion thereof or interest therein, and any greater estate in the Real Property owned or hereafter acquired. All easements, streets, ways, alleys, rights-of-way and rights used in connection therewith or as a means of access thereto, and all tenements, hereditaments and appurtenances thereof and thereto, and all water rights. Any and all buildings, structures, piers, pilings, docks, boardwalks, seawalls, and improvements now or hereafter erected thereon, including, but not limited to the fixtures, attachments, appliances, equipment, machinery, and other articles attached to said buildings, structures and improvements (sometimes hereinafter referred to as the "Improvements"). All fixtures, appliances, machinery, equipment, furniture, furnishings and articles of personal property now or hereafter affixed to, placed upon, or used in connection with the operation of any of said properties and all gas, steam, electric, water and other heating, cooking, refrigerating, lighting, plumbing, ventilating, irrigating and power systems, machines, appliances, fixtures, and appurtenances which are now or may hereafter pertain or be used with, in or on said Real Property, even though they may be detached or detachable and all building improvement and construction materials, supplies and equipment hereafter delivered to said land contemplating installation or use in the constructions thereon and all rights and interests of Debtor in building permits and architectural plans and specifications relating to contemplated constructions or Improvements on said Real Property and all rights and interests of Debtor in present or future mortgage loan commitments pertaining to any of said Real Property or Improvements thereon (sometimes hereinafter referred to as the "Personal Property"). All awards and proceeds of condemnation for the Real Property or any part thereof to which Debtor is entitled for any taking of all or any part of the Real Property by condemnation or exercise of the right of eminent domain. All such awards and condemnation proceeds are hereby assigned to Secured Party and the Secured Party is hereby authorized, subject to the provisions contained in the Mortgage of even date from Debtor to Secured Party, to apply such awards and condemnation proceeds or any part thereof, after deducting therefrom any expenses incurred by the Secured Party in the collection or handling thereof, toward the payment, in full or in part, of the Note, notwithstanding the fact that the amount owing thereon may not then be due and payable. All rents, issues and profits of the Real Property and all the estate, right, title and interest of every nature whatsoever of the Debtor in and to the same. All accounts (including contract rights) and general intangibles pertaining to or arising from or in connection with all or any part of the Real Property, and the foregoing, including without limitation all proceeds and choses in action arising under any insurance policies maintained with respect to all or any part of the Real Property or any of the foregoing. All proceeds, products, replacements, additions, substitutions, renewals and accessions of any of the foregoing items. All of Debtor's rights to any fictitious, trade, or other names used in conjunction with the Real Property and Personal Property. LOAN AGREEMENT TIllS AGREEMENT made this day of May, 2000, by and between THE CITY OF WINTER SPRINGS, FLORIDA, a municipal corporation, hereinafter called the Lender, and WYMAN FIELDS FOUNDATION, INe., a Florida non-profit corporation hereinafter called the Borrower. WITNESSETH: WHEREAS, the Borrower is the owner of certain property located in Brevard County, Florida, described as follows: See Exhibit "A" (the "Land") AND WHEREAS, the Borrower has applied to Lender for a loan in the sum of SEVEN HUNDRED EIGHTY TWO THOUSAND SEVENTY ONE AND NOIlOO DOLLARS ($782,071.00) ("Loan") to be disbursed as herein provided and evidenced by a Promissory Note dated of even date herewith ("Note") and secured by a Mortgage dated of even date herewithy encumbering the Land; and WHEREAS, the proceeds of the Loan are to be utilized for the rehabilitation and construction of certain improvements on the Land to enable Borrower to sell the individual residential units thereon ("Improvement"), and WHEREAS, the Lender is willing to make a construction mortgage loan (the "Loan") on the Land upon the terms and conditions hereafter stated, and not otherwise; NOW, THEREFORE, IT IS HEREBY AGREED between the parties to this Agreement in consideration of the benefits accruing under the terms of this contract, and in further consideration of valuable considerations mutually interchanged between the parties, receipt of which are acknowledged, as follows: 1.00 MORTGAGE. The Borrower has executed a note and mortgage to the Lender encumbering the Land in the principal sum of SEVEN HUNDRED EIGHTY TWO THOUSAND SEVENTY ONE AND NO/lOO DOLLARS ($782,071.00), and payable as provided in the note and mortgage. The Borrower agrees to furnish to the Lender evidence of title to the Land by way of a title insurance policy issued by a recognized title insurance company acceptable to the Lender, showing the mortgage to be a valid second lien on the Land, to the full and complete satisfaction of the attorneys for the Lender. This Construction Loan Agreement by reference is made a part of said mortgage. 2.00 COMMENCEMENT OF CONSTRUCTION AND NOTICE OF COMMENCEMENT. Prior to commencement of construction and the disbursement of any portion of the construction loan fund, the Borrower shall: A. Execute and record a Notice of Commencement; and B. Obtain from the governmental authorities having jurisdiction, a final building permit to construct the Improvements. The Borrower agrees not to permit recordation of any Notice of Commencement prior to recording the mortgage. 3.00 CONSTRUCTION. The Borrower agrees to complete the construction of the Improvements in accordance with the plans and specific~tions submitted to and approved by the Lender, with the work to be performed by the contractor specified to the Lender, the construction to be commenced on or before May , 2000 and to continue without abandonment arid to be completed with due diligence. Any change orders must have prior approval of the Lender, and must be accompanied by revised plans. 4.00 ADVANCES. 4.01 Loan Advances. Disbursement of the Loan proceeds shall be made to the cost categories for which funds have been allocated as specified in Exhibit "B" hereof by way of (a) an initial advance and (b) several additional advances. The aggregate amount of the initial and additional advances will be the total of sums actually paid or incurred by Borrower for each of the cost categories specified in Exhibit UB" hereof, but in no event will the initial or additional advances exceed the total of all sums allocated to such cost categories, being, in the aggregate, the Loan Amount. Under no circumstances shall the existence or availability of additional advances which Borrower may request for the payment of interest relieve Borrower of the obligation to pay interest on the principal amount of the Loan outstanding. In the case of all advances, Lender shall have the right to make payment by check to Borrower or by joint check to Borrower, the construction contractor, subcontractors and suppliers of labor, services and materials in any combination or by credit directly to Borrower's or contractor's account, all of which shall separately or in any combination constitute proper disbursement. 4.02 Conditions Precedent to Initial Advance: As conditions precedent to the making of the initial advance and additional advances hereunder, Borrower shall satisfy the following conditions to Lender's satisfaction: A. Title Insurer shall have irrevocably committed to issue to Lender the Title Insurance Policy without any exception for the "gap." B. The Loan Documents, each in form and substance satisfactory to Lender, shall have been executed and delivered to Lender, and the Title Insurer shall have acknowledged receipt for all of the Loan Documents to be recorded with sufficient monies to pay the costs of recording, including stamps and taxes, and shall have agreed to record such documents forthwith and return them to Lender immediately after recording. C. Lender shall have received two complete sets of original plans and specifications for the Improvements stamped with all approvals of all applicable governmental authorities and signed 2 by Borrower, prepared in accordance with Lender's administrative requirements by the Borrower's architect and certified by him under seal. The plans and specifications shall have been fully approved by Lender's construction inspector, and the full written report of review of the plans and specifications by the Lender's construction inspector shall have been reviewed and accepted by Lender. D. Lender shall have received two prints of the survey. E. Lender shall have received a fully executed counterpart of the construction contract. F. Lender shall have received consents from the construction contractor, the Borrower's architect and any other party deemed necessary by Lender to the Borrower's assignment to Lender of Borrower's rights under their respective contracts with Borrower. G. A Notice of Commencement signed by Borrower shall have been delivered to the Title Insurer to be recorded on a date subsequent to the date of the recording of the Mortgage. The Borrower shall have agreed to post a certified copy thereof posted on the Land in accordance with the Florida Construction Lien Law. LENDER WILL NOT ADVANCE ANY FUNDS FOR CONSTRUCTION OF THE IMPROVEMENTS UNTIL THE NOTICE OF COMMENCEMENT HAS BEEN RECORDED IN THE PUBLIC RECORDS OF SEMINOLE COUNTY, FLORIDA AND A CERTIFIED COpy OF THE SAME HAS BEEN POSTED ON THE LAND. H. Annually, Borrower shall procure and maintain or shall cause to be procured and maintained continuously in effect until repayment of the Loan, policies of insurance in form and in amounts and issued by companies, associations or organizations satisfactory to Lender covering such casualties, risks, perils, liabilities and other hazards required by Lender. Certified copies of the policies, endorsements and renewals thereof, shall be delivered to and retained by Lender unless Lender waives this requirement in writing. All policies shall expressly protect or recognize Lender's interest as required by Lender. 1. Lender shall be furnished with satisfactory evidence (which may be a letter from the appropriate agent of the National Flood Insurance Association) that the Land is or is not located in an area designated by the Secretary of Housing and Urban Development as having special flood hazards. If the Land is so located, Lender shall be furnished, at Borrower's expense, with a certificate of insurance and original insurance policy on the Project for loss due to flood, and such other hazards for which coverage is available, in form, content and issued by a carrier satisfactory to Lender in the maximum amount obtainable under law. Such policy shall contain a Standard Mortgagee Clause in favor of Lender and shall provide for notice to Lender of any claims made under such policies and for 30 days' written notice to Lender prior to any change in the policy or coverage afforded thereby, cancellation for any reason, or payment of any claims to any persons. 1. An assignment to Lender of the rights of Borrower to the Plans and Specifications and the shop drawings for the Project shall have been executed by Borrower, in form and substance satisfactory to Lender, and delivered to Lender. 3 K. Lender shall have received, in form and substance satisfactory to Lender, a consent of the Borrower's architect who prepared the plans and specifications and shop drawings prepared incidental thereto for Lender to use, without cost, such plans and specifications and shop drawings to complete the Improvements if Lender acquires possession or title to the Land before the Improvements are completed. L. Lender shall have received evidence satisfactory to Lender and Lender's Construction Inspector that (i) soil, piling, toxic waste, hazardous materials and other tests made and completed on the Land support the foundation analysis and conclusion made by a firm or firms acceptable to Lender, (ii) the Plans and Specifications have been prepared consistent with such analysis and conclusions and (iii) the foundation of the Improvements if built in accordance with the Plans and Specifications will adequately and properly support the Improvements. M. The Loan pursuant hereto shall be Ifin balance." N. The Borrower's representations and warranties made unto Lender concurrently herewith continue to be true. O. Borrower shall not be in default hereunder or under any of the Loan Documents or the Lender's Loan Commitment Letter dated January 31,2000. P. Borrower shall have established an account with Lender for the disbursement of all Loan proceeds and for the operation of the Construction Loan Project described herein. Q. Lender shall have received an Appraisal acceptable to Lender in form and substance, in its sole and absolute discretion. R. Borrower shall provide to Lender a Draw Schedule acceptable to Lender which Draw Schedule shall be attached to this Agreement as Exhibit "B." Any waiver of these conditions precedent or the time for their fulfillment must be in writing and signed by an officer of Lender and any waiver which may be granted shall not be deemed a waiver of anything but such as is stated in such written waiver and shall under no circumstances be deemed or construed to be a subsequent waiver for a subsequent advance. 4.03 Conditions Precedent to Additional Advances. As conditions precedent to the making of each additional advance under the Loan, the following conditions shall be satisfied to Lender's satisfaction: A. Borrower shall be in compliance with (i) all conditions precedent for the making of the initial advance, as set forth above in Section 4.02 above and (ii) all conditions precedent set forth elsewhere in this Agreement. B. The Loan shall be "in balance." C. No Event of Default shall have occurred and be continuing. 4 D. No litigation, arbitration or other proceeding shall have been commenced against Borrower or the construction contractor, which in Lender's sole judgment, impairs or is likely to impair Borrower's, construction contractor's or the guarantors' ability to complete the Project or perform any of their obligations under the Loan Documents. E. Lender shall have received Partial Releases of Lien for the previous draw, in form and substance satisfactory to Lender for all encumbrances attaching to that portion of the Project for which such advances are disbursed. Notwithstanding the foregoing, Lender, in its reasonable discretion, may require the receipt of Partial Releases of Lien through the current draw. F. Lender shall have received a commitment by the Title Insurer to endorse the Title Insurance Policy within 5 days following the requested advance to increase the amount of coverage to include the advance then requested and insuring that Lender has a first lien on that portion of the Project for which the advance has been disbursed. The commitment shall disclose all encumbrances recorded against the Project from the date of the last commitment received by Lender. Lender shall not be required to fund any additional advances if Lender shall disapprove of any of such encumbrances. G. Lender shall have received a recertification of the Survey (foundation and as-built only) reflecting all changes in the physical conditions of the Land and Improvements subsequent to the date of the last certification of the Survey. Each such recertification shall show all construction or development work in place. Within 10 days after substantial completion of the Improvements, Borrower shall furnish to Lender a final "As-Built" survey showing the location of all improvements constructed on the Land. 4.04 Requests and Certificates for Payment. At the time Borrower requests each advance hereunder, there shall be delivered to Lender and Lender's construction inspector a requisition of Borrower and the construction contractor, prepared on Lender's requisition form and completed in form satisfactory to Lender. Borrower also shall deliver a certificate, signed by the Borrower, construction contractor, the Borrower's architect (the "Architect's Certificate") and the Lender's construction inspector, certifying that the work for which payment is requested has been completed in accordance with the plans and specifications, and a certificate signed by Borrower and the construction contractor certifying that such work has been fully paid for or will be fully paid for with the proceeds of the advance, except that the required retainage under the Florida Construction Lien Law may be withheld. Each such certificate shall constitute a representation by Borrower that it reaffirms as true all representations made to Lender herein or herewith and that all conditions to such disbursement herein have been fulfilled; that any materials to be paid for have been physically incorporated into the Improvements free ofliens and encumbrances andJhat the work conforms to the plans and specifications, and to ~pplicable governmental requirements. With regard to materials stored on the Land, any advances therefor are solely at the discretion of the Lender, and such materials shall be stored in a secured manner and protected from damage or theft. Materials stored off-site shall be either in a bonded warehouse, or ifin a supplier's warehouse, the supplier shall supply evidence of adequate insurance. Borrower also shall provide to Lender evidence of insurance in transit. Lender further reserves the right to have its construction inspector verify the quantity and location of such materials. The approval of any of such certificates by Lender shall not constitute an acceptance of the work and materials, nor be binding upon Lender, except to the extent that the facts 5 are so represented when so approved. 4.05 Time of Advances. Advances will be made not more often than twice in each calendar month as construction progresses and shall be in amounts of not less than $ 20,000.00. At least 5 days prior to the date on which the advance is requested, Borrower shall furnish to Lender (i) copies of all lien waivers through the previous draw or releases for all lienable work performed on the project and paid for with the proceeds of the prior disbursement (all such waivers or releases to be on such forms as are required by Lender), (ii) copies of all contractor's affidavits as to payment of work to date and a Borrower's affidavit as to such work as is not covered by the construction contract, each together with supporting documentation evidencing to Lender's satisfaction payment of all costs incurred in connection with the project to date and funded under the Loan, (iii) montWy photographs of the progress of the construction, if requested by Lender, (iv) a report in form and content satisfactory to Lender from Lender's construction inspector and (v) such other documents supporting the request for an advance as Lender may reasonably require. 4.06 Disbursement of Advances. Subject to all of the terms, conditions and provisions of this Agreement, the Loan proceeds shall be advanced as follows: A. The advances hereunder shall consist of the initial and several intermediate disbursements of Loan proceeds to be made during the progress of construction of the Improvements. The initial and intermediate additional advances shall consist of (1) the amounts payable to or for Borrower pursuant to the construction contract and other construction contracts, to the extent, if any, modified by this Agreement, (2) taxes and other impositions assessed against the Project during the period of construction, (3) interest payable to Lender prior to maturity of the Note( s] and (4) all other sums shown on Exhibit "B," payable by or on behalf of Borrower in connection with the project. The aggregate amount of the advances will be the total of sums actually paid or incurred by Borrower for each of the cost line items specified in Exhibit "B" hereof, but in no event will the advances exceed the total of all sums allocated to such cost line items, being in the aggregate the Loan Amount. Upon request by Borrower, Lender in its sole discretion shall have the right, but shall not be obligated to increase, decrease, reallocate or reapply the amount of the Loan to be disbursed for each item scheduled in Exhibit "B." Notwithstanding anything herein to the contrary, Lender shall not be obligated to advance for construction costs during construction more than the value of the work completed or percentage of the work in place, save and except certain materials stored on the Land or off-site and approved for payment by the Lender's construction inspector, nor shall Borrower be relieved of its obligations to pay when due any taxes, liens or other obligations of or impositions against the project or interest accruing prior to maturity of the Note. Lender, however, may at all times withhold further disbursements of any allocated funds at any time when, on the basis of its own analysis or its construction inspector's certification that the Loan is not "in balance," or when any such tax, lien, obligation or imposition is due and owing but unpaid by Borrower. B. The final advance for sums due on the construction contract or for other construction contracts shall be made following completion of the portion ofImprovements covered under such contracts to the satisfaction of Lender and the furnishing of the following documentation ( as applicable) as to each such contract: (1) a certificate or certificates of occupancy, as applicable; (2) architect's and/or engineer's certificate of completion of the work under such contract in accordance with the plans and specifications; (3) all required contractor's and owner's affidavits; (4) 6 Lender's construction inspector's certificate of completion of the work under such contracts (including completion of the contractor's final punch list items which punch list shall be prepared by the Borrower and approved in writing by the Lender's construction inspector); (5) releases or waivers of all potential mechanics' and materialmen's liens, including, without limitation, the lien rights of construction contractor and other contractors, which releases or waivers must be acceptable to Lender and the title insurer; (6) a certificate of the Borrower stating that the project has been constructed in accordance with the plans and specifications therefor and that the requirements of this Construction Loan Agreement and the other loan documents with respect to the construction and the completion of the project have been satisfied; (7) the documents and deliveries required by any of the other loan documents; and (8) in the case of the last advance of Loan proceeds hereunder, the final endorsement to the mortgagee's title insurance policy reflecting no additional exceptions thereto and a final recertification of the survey reflecting the project as completed. Regardless of the amount of the Loan herein or in any Loan document, Lender shall not be required to disburse more than 100% of actual construction and other costs approved for advancement hereunder. C. Whether or not Borrower submits a specific request therefor, it shall be presumed, in the absence of notice from Borrower to the contrary, that Borrower has requested the payment of then due and accrued and current interest on the Loan; provided, however, this shall not relieve Borrower from the obligation of paying accrued interest on the Loan then due. 4.07 Retainage and Proper Payments Under the Florida Construction Lien Law. Borrower will make only such payments to any contractor, including the construction contractor, on account of construction contracts or for other work which may entitle the person performing it to lien rights in the Land, as are "proper payments" under the Florida Construction Lien Law, and, therefore authorizes the holdback by Lender of such amounts as may be necessary to preserve the "proper payment" characterization of each such payment. A copy of each affidavit required or allowed by the Florida Construction Lien Law, including the general contractor's and other contractors' affidavits on final payment, will be furnished to Lender by Borrower and Borrower's submission of such copy shall constitute a representation of its authenticity. Borrower agrees to furnish to Lender and the Title Insurer such lien waivers and/or releases, together with such paid receipts and affidavits, in proper form as Lender and the Title Insurer may reasonably require from time to time to assure them of the expenditure of advances for costs of the Improvements. In the case of all disbursements under the Loan, Lender shall have the right to make payment by check or joint check to Borrower, the construction contractor, subcontractors and suppliers in any combination or by credit directly to the Borrower's or the construction contractor's account, all of which shall separately or in any combination constitute proper disbursement. 4.08 Advance of Interest Owing. Borrower authorizes Lender to disburse proceeds of the Loan to pay interest due on the Note, notwithstanding that Borrower may not have requested a disbursement of such amount. Such disbursement if made shall be added to the outstanding principal balance of the Note. The authorization hereby granted, however, shall not obligate Lender to make such disbursement nor prevent Borrower from paying interest from its own funds. 5.00 AFFIRMATIVE COVENANTS. 5.01 Total Project Costs and Borrower's Obligations To Pay Costs in Excess of Loan Amount. 7 Borrower agrees and acknowledges that it is not intended, nor has the Lender agreed, to make a loan hereunder to Borrower except in the amount and on the terms stated herein and that, under no circumstances, has Lender agreed to make a Loan hereunder to Borrower that will necessarily be adequate to pay for all costs incurred by Borrower in connection with construction of the Improvements and completion of the project and related costs and expenses. Borrower and Lender each recognize that certain known and anticipated costs and work on the project are not included in the allocation of funds under the Loan, as set forth in more detail in Exhibit "B" hereto. Borrower has represented to Lender that it intends to pay and hereby covenants with Lender that it will promptly and fully pay for all such costs incurred in connection with the Improvements and the project, and further covenants and agrees with Lender that it will promptly and fully pay for any other unknown and unanticipated costs in connection with the project in excess of the amount of the Loan hereunder from its own funds, without borrowing by way of secondary financing involving any mortgage or other lien affecting the Land. However, Lender agrees that Borrower may provide other collateral or a guaranty of payment to Lender in form and substance satisfactory to Lender to fund the costs in excess of the amount of the Loan when due. Borrower recognizes and agrees that, because the Loan is not intended to be and may not be adequate to pay for all costs and expenses incurred by Borrower in connection with construction of the Improvements, completion of the project and related costs and expenses, Lender is entitled to assurance, and has required that at all times prior to the final disbursement under the Loan it be assured that the undisbursed proceeds of the Loan shall, in Lender's opinion, be sufficient to pay for all remaining costs for the items allocated in Exhibit "B" hereto (in total) and for any costs in connection with the project not now known or anticipated, free and clear of all lien claims. Borrower recognizes that, unless Lender has such assurances at any and all times during the course of the Loan and prior to the final disbursement under the Loan, Lender will not be required to make and Borrower shall not be entitled to request any disbursement under the Loan. Borrower shall furnish to Lender, upon request, from time to time satisfactory assurances with supporting documentation of costs from the construction contractor and Lender's construction inspector and/or verifications of its own finances which demonstrate that the Loan is "in balance." All monies disbursed to or for Borrower under the Loan are to be utilized only for paying then current and unpaid bills, expenses, and costs directly related to the construction of the Improvements and completion of the project, as allocated in Exhibit "B" hereto. If, for any reason, Lender shall determine that, in its opinion, the Loan is not "in balance," Lender shall have no further obligation to make advances of Loan proceeds hereunder, unless Borrower shall, within 1 0 days after the date of demand by Lender, deposit such amounts of funds as Lender may require with Lender in order to place the Loan "in balance," as determined by Lender. Borrower's failure to comply with such demand shall be an event of default. Such funds as Borrower may deposit with Lender shall be disbursed in the manner hereinabove provided for advances of Loan proceeds toward the costs of completing the Improvements and the project, and such funds of Borrower will be utilized prior to any further utilization of Loan proceeds for such costs. 5.02 Construction of Improvements. Borrower agrees to cause the Improvements to be. . constructed upon the Land and to have the same completed and ready for use, including all approaches, services, utilities and other improvements in connection therewith, in accordance with 8 the plans and specifications, all governmental requirements and this Agreement. No change shall be made in the construction contract or any other construction contracts or in the plans and specifications and no "extras" will be ordered unless the change or "extras" first shall have been approved by Lender in writing. 5.03 Time and Manner of Construction. Borrower shall cause the work of construction of the Improvements to be commenced no later than May , 2000 and to be carried on continuously and completed and a final Certificate of Occupancy for the Improvements (or its equivalent) issued on or before May -----y 2002. Borrower and construction contractor shall comply with all laws, ordinances, and applicable rules and requirements of public authorities applying to and affecting the construction work and shall give the proper authorities all requisite notices relative to such work and cause to be obtained all necessary licenses and permits with respect thereto without cost or expense to Lender. In the event any necessary license or permit is revoked or threatened to be revoked or subjected to attack by action before any court or other governmental agency having jurisdiction, Lender may refuse to make further advances hereunder until such license or permit is reinstated or such action before any court or other governmental agency having jurisdiction is terminated; provided, however, in such event, at Lender's option and direction, Borrower shall be obligated to cease work in completing the project or to continuously and diligently prosecute the work of completing the Improvements in compliance with any required changes of such court or other body even though in any such case Borrower may contest such changes, in which event Lender will continue to fund construction pursuant to the terms hereof. If any such permit or license is revoked and not reinstated within 30 days from the date of revocation, the Loan shall be deemed in default. 5.04 Materials for Construction. All materials delivered upon the Land for the purpose of being used in the construction of the Improvements shall be considered annexed thereto and shall become a part of such Land as if actually incorporated in the Improvements and shall be subject, as against Borrower and all parties acting or claiming under it, to the rights, conditions and covenants to which the Land and the Improvements are subject under this Agreement. Nothing herein contained shall be construed to make Lender responsible for any loss, damage or injury to such materials, nor for payment for the same. During performance by or for Borrower of anything agreed by Borrower to be done hereunder, Borrower shall not make or cause to be made any contract for materials or equipment of any kind or nature to be incorporated in or to become a part of the Improvements if title to such materials or equipment is reserved under a conditional sales contract or otherwise, or is subject to a security interest in favor of a third person. 5.05 Lender's Construction Inspector. Borrower shall pay for all costs and fees of Lender' s construction inspector, who will be employed by Lender to furnish the opinions and to make inspections from time to time as to (a) test borings, (b) structural engineering, (c) work in progress, (d) mechanical equipment, (e) cost estimates, (f) the plans and specifications and any modifications and amendments thereto, including change orders, and (g) all matters pursuant to the construction and completion of the project in conformance with the prior approved plans and specifications and cost estimates and the applicable building and development permits, laws and ordinances. 5.06 Inspection. Borrower shall provide proper facilities at all times for inspection of the Land and Improvements by Lender, and shall afford full and free access to the Land and the 9 Improvements and all plans, drawings and records thereof, to such persons, including the Lender's construction inspector whose identity will be designated and may from time to time be changed in writing by Lender. Within three working days after receiving notice from Lender or Lender's construction inspector of the existence of defective construction, Borrower shall commence to correct the same and to take down all portions of the Improvements which Lender may condemn as failing to conform with the requirements of the plans and specifications. Borrower shall, at its expense, make good all work and materials damaged thereby. In the event of any dispute between Borrower and Lender with respect to the interpretation of the plans and specifications, the Lender's construction inspector's decision shall be binding. Lender may at any time after default by Borrower place upon the Land a superintendent or inspector whose duties and rights shall be to require that the Improvements be constructed in accordance with the plans and specifications. Any such inspection shall be solely for the benefit of Lender, and Borrower shall not be entitled to claim any loss or damage as a result either of such inspections or the failure to make the same. Borrower shall pay all costs and fees of such inspections for disbursement of funds therefor under the Loan. 5.07 Indemnification. Borrower agrees to protect, indemnify, defend and save harmless, Lender and its directors, officers, agents and employees from and against any and all liability, expense or damage of any kind or nature and from any suits, claims, or demands, including, without limitation, reasonable legal fees and expenses on account of any matter or thing or action or failure to act of Lender, whether in suit or not, arising out of this Loan Agreement or in connection herewith unless said suit, claim or damage is caused by the gross negligence or willful malfeasance of Lender. This indemnity is not intended to excuse Lender from performing hereunder. This obligation shall survive the closing of the Loan and the repayment thereof. 5.08 Financial Statements. Borrower shall submit statements and balance sheets in accordance with the requirements set forth in the Mortgage. 5.09 Costs and Attorneys' Fees. All costs and expenses, including reasonable attorneys' fees, paid or incurred by the Lender in the enforcement or defense of this Agreement, including proceedings in appellate courts, shall be paid by Borrower. "Attorneys' fees" shall include fees for the attorneys' services whether outside or within judicial proceedings, including, without limitation, Bankruptcy Court proceedings. 6.00 INSURANCE. The Borrower agrees to furnish such insurance as may be required by the Lender, and expressly agrees that the Lender, without obligation to do so and from time to time as the construction progresses, may place insurance on it at the expense of the Borrower for the protection of the Lender in such amounts as may be needed fully to protect the Lender. 7.00 POWER TO COMPLETE. In the event ofthe death of the Borrower during the period of construction, or upon any other occasion that might result in cessation of work prior to completion, the Lender shall have full power to take charge of and complete the construction and make disbursements against this loan for the benefit of the Borrower or the Borrower's estate, but nothing in this contract shall be construed in any way as a covenant on the Lender's part to take over and complete the construction. 10 8.00 LENDER LIABILITY. A. TO THIRD PARTIES. This Agreement shall not be construed to make the Lender liable to materialmen, contractors, craftsmen, laborers or others for goods or services delivered by them in or upon the premises, or for debts or claims accruing to any such parties against the Borrower. Nor shall the Lender be liable for the manner in which any disbursement under this contract may be applied by Borrower and contractor, or either of them, or for any other compliance with the Florida mechanics' lien law. B. TO THE BORROWER. The Borrower has accepted, and does accept, the full responsibility for the selection of his own contractor and subcontractors and all materials, supplies and equipment to be used in the construction, and the Lender assumes no responsibility for the completion of the building or buildings, according to the plans and specifications for the contract price. Further, the Borrower has accepted and does accept full responsibility for compliance with the Florida mechanics' lien law and relieves the Lender of any and all liability with respect to that law and agrees to indemnifY and hold the Lender harmless from any and all liability under it of any nature whatsoever. Anything contained in this contract to the contrary notwithstanding, there shall be no obligation upon the Lender to make any additional disbursements, if at the time of the request for such disbursements the Borrower is in default or has failed to perform any provision of this Agreement or of the note and mortgage referred to above. .' 9.00 USE OF DISBURSEMENTS. The Borrower agrees that the proceeds of this loan are to be used for the payment of material bills, labor and other uses and purposes in and for the construction referred to above, to the extent necessary for their full payment. 10.00 SURVEY. The Borrower agrees to provide Lender with the following surveys, all at Borrower's expense; A. Prior to Lender making the first disbursement, Lender shall have received from Borrower a survey showing the boundaries of the subject property, the location of all improvements, easements, visible utilities, elevation contours existing on the subject property, any encroachments on the subject property or any encroachments of the subject property on the adjoining, the acreage or square footage of the subject property, set back requirements established by plat, deed restriction or city or county ordinance and the ingress to and egress from subject property and all publicly dedicated rights-of-way serving the subject property. B. Prior to Lender's disbursing the final payment, Borrower shall deliver to Lender final as-built survey containing all the information in Paragraph A above and showing the improvements completed as constructed together with the elevations for such improvements. All surveys shall be made, signed and certified by a Florida Professional Land Surveyor. All surveys shall be certified to Lender and shall contain a certificate verifying that the survey meets the minimum requirements of Chapter 21 HH-6, Florida Administration Code (as of the date of the survey) and that the information set forth on the survey is true and correct. All surveys must be otherwise acceptable to the Lender and Lender's attorney. 11 11.00 CERTIFICATE OF OCCUPANCY. Prior to Lender disbursing the final payment, as defined in Exhibit "B", Borrower shall deliver to Lender an unqualified final Certificate of Occupancy from the appropriate governmental authority for all of the improvements constructed under this Construction Loan Agreement. For purposes of this paragraph, a Certificate of Occupancy approving less than all of the Improvements shall not meet the requirements of this paragraph. IN WITNESS WHEREOF, the parties hereto have caused these presents to be signed, and their seals to be hereunto affixed the day and year first above written. THE CITY OF WINTER SPRINGS, a municipal corporation Attest: By: Name: Title: City Clerk Name: Title: PAUL P. PARTYKA MAYOR WYMAN FIELDS FOUNDATION, INe., a Florida non-profit corporation By: ANTHONY PERRONE, President Print Name: Print Name: 12 , . EXHIBIT liB" DRAW SCHEDULE To be provided by amendment to this Construction Loan Agreement at such time as Borrower enters into a Construction Contract for the construction of the Improvements. 13 r~ " CERTIFIED CORPORATE RESOLUTION FOR BORROWING AUTHORIZATION I, the undersigned, hereby certify to THE CITY OF WINTER SPRINGS, FLORIDA, a Florida municipal corporation, that I am ANTHONY PERRONE, President of WYMAN FIELDS FOUNDATION, INC, a Florida non-profit corporation, a corporation duly organized and existing under the laws of the State of Florida; and in good standing and fully authorized to transact business in the State of Florida; that the following is a true copy of Resolutions duly adopted by the Board of Directors of said Corporation at its meeting duly held on the day of May, 2000, at which a quorum was present and acted throughout; and that such Resolutions are in full force and effect, have not been amended or rescinded, and that there is not provision in the Articles of Incorporation, Charter or By-Laws of said Corporation limiting the power of the Board of Directors of said Corpordtion to pass the following Resolutions, which are in full conformity with the provisions of said Articles of Incorporation, Charter and By-Laws: 1. RESOLVED, that the present holder of the following offices and/or positions of this Corporation, to wit: ANTHONY PERRONE, President, is hereby authorized, on behalf of, in the name of and for the account of this Corporation, upon such terms and conditions as he deems desirable, to borrow money and obtain or continue credit (with or without security) from THE CITY OF WINTER SPRINGS, FLORIDA, a Florida municipal corporation (hereinafter termed the "Lender"), in such amounts as he deems desirable, to guarantee the obligations of others to the Lender, to engage in business transactions of all nature and kind and/or to enter into all manner and kinds of contractual relationships with said Lender; and 2. RESOLVED FURTHER, that (without limiting the generality of the above resolutions) the above identified or described officers or representatives of this Corporation are herewith expressly authorized (on behalf of, in the name of and for the account of this Corporation; and on behalf of, in the name of and for the account of subsidiary, parent and affiliated corporations): To pledge, assign, grant a security or other interest in, encumber or mortgage (as security for payment or performance of any existing or hereafter arising or contracted liabilities or obligations of said Corporation and of subsidiary, parent and affiliated corporations to said Lender), and/or to sell, assign or discount (with or without recourse) any acceptances, accounts, chattel paper, checks, drafts, contracts, contract rights, choses in action, general intangibles, instruments, investment securities, land contracts, deeds of trust, security deeds, real estates mortgages, security agreement, purchase money security agreements (conditional sale contracts of real and/or personal property), real and/or personal property leases, real, personal or mixed property of said Corporation, bonds, certificates of deposit, moneys now or hereafter on deposit with said Lender or any other financial institution, or any other property and/or other instruments or evidences of indebtedness payable to, owned or held by this Corporation to said Lender; to execute and/or endorse all of the foregoing documents and any documents as may be necessary or required by said Lender to evidence or consummate any such indebtedness, business transactions and/or contractual relationships; and/or to lease and/or purchase real, personal and/or mixed property from said Lender; and 3. RESOLVED FURTHER, that the Secretary of this Corporation shall, from time to time hereafter, as changes in the personnel of said offices, positions, officers, representatives and/or employees of this Corporation named or described in the foregoing Resolutions are made, immediately certify such changes to said Lender. Said Lender shall be fully protected in relying upon such certifications of the Secretary and shall be indemnified and saved hannless from any claims, demands, expenses, losses and/or damages resulting from, or growing out of, honoring the signature of any officer(s), representative(s), agent(s), or employee(s) so certified, or refusing to honor any signature not so certified which is not described or stated in the foregoing Resolutions; and 4. RESOLVED FURTHER, that the Secretary of tllis Corporation is authorized and directed to certify to said Lender that the foregoing Resolutions were duly adopted, and that the provisions thereof are in full conformity with the Articles of Incorporation, Charter and By-Laws of this Corporation; and 5. RESOLVED FURTHER, that all transactions by any officers, representatives, employees or agents of this Corporation, on its behalf and in its name with the Lender prior to delivery of a certified copy of the foregoing Resolutions are, in all respects, hereby ratified, confirmed and adopted, nunc pro tunc. I, finally, certifY that the following is the person who now holds the offices and/or positions referred to in the first Resolution above and that his bona fide signature is set forth below: Signature: ANTHONY PERRONE, President IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the Seal of this Corporation, this day of May, 2000. ANTHONY PERRONE, President INSURANCE ANTI-COERCION STA TE:MENT THE FOLLOWING STATEMENT IS REQUIRED UNDER RULE 4-124.002 OF THE RULES AND REGULATIONS PROMULGATED BY THE INSURANCE COMMISSIONER RELATIVE TO ANTI-COERCION The Insurance Laws of this state provide that the Lender may not require the Borrower to take insurance through any particular insurance agent or company to protect the mortgaged property. The Borrower, subject to the rules adopted by the Insurance Commissioner, has the right to have the insurance placed with an accurate agent or company of his choice, provided such agency meets the requirements of the Lender. The Lender, however, has the right to designate reasonable financial and experience requirements as to the company and the adequacy of the coverage. If the selection of insurance agent or company is not mutually agreeable, then the Lender shall furnish the Borrower a copy of the rules and regulations promulgated by the Insurance Commissioner governing the placing of such insurance. We have read the foregoing statement, or the rules of the Insurance Commissioner, relative thereto, and understand my rights and privileges and those of the Lender relative to the placing of such insurance. We have selected to write the Builder's Risk, fire and extended coverage covering the property described on Exhibit "A" attached hereto. May _, 2000 WYMAN FIELDS FOUNDATION, INC., a Florida non-profit corporation By: ANTHONY PERRONE, President MORTGAGOR'S AFFIDAVIT STATE OF FLORIDA COUNTY OF BREVARD BEFORE ME, the undersigned Notary Public, appeared ANTHONY PERRNE (hereinafter U Affiant"), personally known to me who having been first duly sworn according to law, deposes and says, as follows, to-wit: 1. That the Affiant is the President of WYMAN FIELDS FOUNDATION, INC., a Florida Corporation ("Corporation"), and as such has personal knowledge of the matters noted herein. 2. Corporation is currently the fee simple owner of tlle land described in the Lawyers Title Insurance Corporation. Commitment, attached hereto and incorporated by reference, bearing Commitment No. 2-0003083, and described in that certain Mortgage given by the Corporation to THE CITY OF WINTER SPRINGS, FLORIDA. (uLender") for $782,071.00 dated of even date herewith, which will constitute a valid final lien upon said property when recorded in the public records. 3. Affiant is aware of no defects, liens, encumbrances, or other adverse matters affecting title, other than those disclosed in the attached Commitment. 4. That no persons other than the Corporation are entitled to tlle right of possession or is in possession of the land, and that the Corporation's right to title and possession of the land are not in dispute or question. 5. Corporation has no present intention of filing bankruptcy under the U.S. Code, or insolvency under any state statutes, and is not currently in bankruptcy or the subject of a state insolvency statute. 6. That no work has been done or materials furnished to the land for the past ninety (90) days which could give rise to construction liens being imposed under the provisions of Florida Statutes Chapter 713 Part I. 7. Corporation is aware that LAWYERS TITLE INSURANCE CORPORATION. is relying upon this Affidavit to issue title insurance policies in accordance with the aforesaid Commitment, and that in its normal course of business may be called upon to issue additional title insurance policies. Corporation does hereby indemnify LAWYERS TITLE INSURANCE CORPORATION against any loss or damage caused as a result of any inaccuracies contained in this Affidavit. 8. . That this Affidavit is made for the purpose of inducing the Bank to make the Loan and is being relied upon by Kohn Bennett, Esquire, and Amari & Theriac, P.A., 96 Willard Street, Suite 302, Cocoa, Florida 32922, in representing the Bank in the subject transaction, and is also made to induce LAWYERS TITLE INSURANCE CORPORATION to insure the validity and priority of the lien of the above described Mortgage. Affiant has caused this Affidavit to be executed this _ day of May, 2000. WYMAN FIELDS FOUNDATION, INC. By: ANTHONY PERRONE, President - ., I . [' The foregoing instrument was acknowledged before me this _ day of May, 2000, by ANTHONY PERRONE, President, of WYMAN FIELDS FOUNDATION, INC., who is personally known to me or who produced as identification. NOTARY PUBLIC 2 V~/U~/UU ~~;~~ ~AA ~vi O~~ ~oo~ _~':'I'i..'m~l.!1 L~J III LI, iglOO:.! LAWYERS TITLE INSURANCE CORPORATION NATIONAL HEADQUARTERS RICHMOND, VffiGINIA COMMITMENT FOR TITLE INSURANCE SCHEDULE A 1. EFFECTIVE DATE: April 25, 2000 at 5:00 P.M. CASE NO. 2-0003083 2. POLICY OR POLICIES TO BE ISSUED: (a) AMOUNT $ ALTA OWNER'S POLICY, FORM B 1992 (10-17-92) WITH FLORIDA MODIFICATIONS: PROPOSED INSURED: NONE (b) AMOUNT $ 782,071.00 ALTA LOAN POLlCY, 1992 (10-17-92) WITH FLORIDA MODIFICATIONS: PROPOSED INSURED: THE CITY OF WINTER SPRINGS, FLORIDA (c) AMOUNT $ NONE 3. TITLE TO THE FEE SIMPLE ESTATE OR INTEREST IN THE LAND DESCRIBED OR REFERRED TO IN THIS COMMITMENT IS AT THE EFFECfIVE DATE HEREOF VESTED IN: WYMAN FIELDS FOUNDATION, INC., a Florida corporation 4. THE LAND REFERRED TO IN TIllS COMMITMENT IS DESCRIBED AS FOLLOWS: SEE ATTACHED EXHIBIT A COUNTERSIGNED AT ~~ARK' FLORIDA ~ ~, - 5/4/Z000 (DRP) Commitment No. 2-0003083 Schedule A - Page 1 Authorized Officer or Agent TIDS COMMITMENT IS INVALID UNLESS THE INSURING PROVISIONS AND SCHEDULES A AND B ARE ATTACHED. V~/V~/VV ~~;~~ ~AA 4UI ti4~ ~~~4 t-~ll1jU~J~I!!"ALU~ .0~U_ lULl' ~VUv , ~ EXHmlT A PARCEL 6 Lots 1 and 8, PINEWOOD TERRACE, according to the Plat thereof, as recorded in Plat Book 29, Page 36, Public Records of Seminole County, Florida. PARCEL 7 Lots 2 through 7, inclusive, PINEWOOD TERRACE, according to the Plat thereof, as recorded in Plat Book 29, Page 36, Public Records of Seminole County, Florida. PARCEL12G Parcel located in D.R. MITCHELL'S SURVEY OF THE MOSES E. LEVY GRANT, according to the Plat thereof, as recorded in Plat Book 1, Page 5,Public Records of Seminole County, Florida, and described as follows: Commence at the intersection of the East right of way line of Moss Road with the centerline of Longwood-Oviedo Road as shown on the plat of NORTH ORLANDO, according to the Plat thereof, as recorded in Plat Book 12, Pages 10 and 11, Public Records of Seminole County, Flor~ida; thence run North 06 degrees 55 minutes 33 seconds West along the East right of way line of said Moss Road, 532.84 feet to the point of curvature of a curve, concave Easterly, having a radius of 676.78 feet; thence Northeasterly, 301.32 feet along the arc of said curve through a central angle of25 degrees 30 minutes 34 seconds to a point on said curve for the POINT OF BEGINNING; thence from a tangent bearing of North 18 degrees 35 minutes 01 seconds East continue 77.21 feet along the arc of the aforesaid curve through a central angle 06 degrees 32 minutes 11 seconds to the point of tangency thereof; thence North 25 degrees 07 minutes 12 seconds East, 124.01 feet; thence South 72 degrees 06 minutes 34 seconds East 74.06 feet; thence South 17 degrees 53 minutes 26 seconds West, 200.00 feet; thence North 72 degrees 06 minutes 34 seconds West 95.00 feet to the POINT OF BEGINNING. PARCEL 12K Parcel located in D.R. MITCHELL'S SURVEY OF TIIE MOSES E. LEVY GRANT, according to the plat thereof, as recorded in Plat Book 1, Page 5, of the Public Records of Seminole County, Florida, and described as follows: Commence at the intersection of the East right of way line of Moss Road with the centerline of Longwood-Oviedo Road as shown on the plat of NORTH ORLANDO, according to the Plat thereof, as recorded in Plat Book 12, Pages 10 and 11, Public Records of Seminole County, Florida; thence run North 06 degrees 55 minutes 33 seconds West along the East right of way line of said Moss Road, 532.84 feet to the point of curvature of a curve, concave Easterly, having a radius of 676.78 feet; thence Northeasterly, 301.32 feet along the arc of said curve .L.OJ. ..J"- I'........ -,v. V-WV .1.\..\..... ......Vj.U_~~~~j.'~I_.. Lr~_I_ J. J.~_ I(fJUU4 through a central angle of 25 degrees 30 minutes 34 seconds to a point on said curve for the POINT OF BEGINNING~ thence from a tangent bearing of North 18 degrees 35 minutes 01 seconds East continue 77.21 feet along the arc of the aforesaid curve through a central angle 06 degrees 32 minutes 11 seconds to the point of tangency thereof~ thence North 25 degrees 07 minutes 12 seconds East, 124.01 feet; thence South 72 degrees 06 minutes 34 seconds East 74.06 feet; thence South 17 degrees 53 minutes 26 seconds West, 200.00 feet~ thence North 72 degrees 06 minutes 34 seconds West 95.00 feet to the POINT OF BEGINNING. PARCEL 12L Parcel located in D.R. MITCHELL'S SURVEY OF THE MOSES E. LEVY GRANT, according to the plat thereof, as recorded in Plat Book 1, Page 5, of the Public Records of Seminole County, Florida, and described as follows: Commence at the intersection of the East right of way line of Moss Road with the centerline of Longwood-Oviedo Road as shown on the plat of NOR11I ORLANDO, according to the Plat thereof, as recorded in Plat Book 12, Pages 10 and 11, Public Records of Seminole County, Florida~ thence run North 06 degrees 55 minutes 33 seconds West along the East right of way line of said Moss Road, 532.84 feet to the point of curvature of a curve, concave Easterly, having a radius of 676.78 feet; thence Northeasterly, 301.32 feet along the arc of said curve through a central angle of 25 degrees 30 minutes 34 seconds to a point on said curve for the POlNT OF BEGlNNING; thence from a tangent bearing of North 18 degrees 35 minutes 01 seconds East continue 77 .21 feet along the arc of the aforesaid curve through a central angle 06 degrees 32 minutes 11 seconds to the point of tangency thereof; thence North 25 degrees 07 minutes 12 seconds East, 124.01 feet; thence South 72 degrees 06 minutes 34 seconds East 74.06 feet; thence South 17 degrees 53 minutes 26 seconds West, 200.00 feet; thence North 72 degrees 06 minutes 34 seconds West 95.00 feet to the POINT OF BEGINNING. PARCEL 12M Parcel located in n.R. MITCHELL'S SURVEY OF THE MOSES E. LEVY GRANT, according to the plat thereof, as recorded in Plat Book 1, Page 5, of the Public Records of Seminole County, Florida, and described as follows: Commence at the intersection of the East right of way line of Moss Road with the centerline of Longwood-Oviedo Road as shown on the plat of NORTH ORLANDO, according to the Plat thereof, as recorded in Plat Book 12, Pages 10 and 11, Public Records of Seminole County, Florida; thence run North 06 degrees 55 minutes 33 seconds West along the East right of way line of said Moss Road, 532.84 feet to the point of curvature of a curve, concave Easterly, having a radius of 676.78 feet; thence Northeasterly, 301.32 feet along the arc of said curve through a central angle of 25 degrees 30 minutes 34 seconds to a point on said curve for the POINf OF BEGlNN1NG; thence from a tangent bearing of North 18 degrees 35 minutes 01 seconds East continue 77.21 feet along the arc of the aforesaid curve through a central angle 06 degrees 32 minutes 11 seconds to the point of tangency thereof; thence North 25 degrees 07 minutes 12 seconds East, 124.01 feet; thence South 72 degrees 06 minutes 34 seconds East V..J/V"I:/VV ~~;~~ PrtA ~U, U~~ ~OO~ ~~~~!"'IIC.~~.u. ~.l'U J.l1Lb ~UU5 74.06 feet; thence South 17 degrees 53 minutes 26 seconds West, 200.00 fect; thence North 72 degrees 06 minutes 34 seconds West 95.00 feet to the POINT OF BEGINNING. PARCEL 12N Parcel located in D.R. WTCHELL'S SURVEY OF Tlffi MOSES E. LEVY GRANT, according to the plat thereof, as recorded in Plat Book 1, Page 5, of the Public Records of Seminole County, Florida, and described as follows: Commence at the intersection of the East right of way line of Moss Road with the centerline of Longwood-Oviedo Road as shown on the plat of NORTH ORLANDO, according to the Plat thereof, as recorded in Plat Book 12, Pages 10 and 11, Public Records of Seminole County, Florida; thence run North 06 degrees 55 minutes 33 seconds West along the East right of way line of said Moss Road, 532.84 feet to the point of curvature of a curve, concave Easterly, having a radius of 676.78 feet; thence Northeasterly, 301.32 feet along the arc of said curve through a central angle of 25 degrees 30 minutes 34 seconds to a point on said curve for the POINT OF BEGINNING; thence from a tangent bearing of North 18 degrees 3S minutes 01 seconds East continue 77.21 feet along the arc of the aforesaid curve through a central angle 06 degrees 32 minutes 11 seconds to the point of tangency thereof; thence North 25 degrees 07 minutes 12 seconds East, 124.01 feet; thence South 72 degrees 06 minutes 34 seconds East 74.06 feet; thence South 17 degrees 53 minutes 26 seconds West, 200.00 feet; thence North 72 degrees 06 minutes 34 seconds West 95.00 feet to the POINT OF BEGINNING. SCHEDULE A - PAGE 2 COMMITMENT NO. 2-0003083 ~U.U1 l'nA 1VI U~~ LOO~ "U'~1.~~ 11 bl~_L.!.!1 Ll\l'I) 1 1 I I.." IgJ uuti SCHEDULE B-SECTlON 1 REQUIREMENTS THE FOLLOWING ARE THE REQUIREMENTS TO BE COMPLIED WITH: ITEM (a) PAYMENT TO OR FOR THE ACCOUNT OF THE GRANTORS OR MORTGAGORS OF THE FULL CONSIDERA nON FOR THE ESTATE OR INTEREST TO BE INSURED. ITEM (b) PROPER INSTRUMENT(S) CREATING THE ESTATE OR INTEREST TO BE INSURED MUST BE EXECUTED AND DULY FILED Of' RECORD TO WIT: 1. Mortgage from WYMAN FIELDS FOUNDATION, INC., a Florida corporation, to THE CITY OF WINTER SPRINGS, FLORIDA, securing the principal sum of the loan. Item (c) The following exception and affirmative coverage shall be included in the loan policy when issued: "Company insures the insured againslloss or damages, including costs and attorneys fees, as a result of any liens or claims of liens for services, labor or material which may take priority over the estate or interest insured herein by reason of the Notices of Commencement recorded in Official Records Book 382R, Page 16; Official Records Book 3828, page 1494; Official Records Book 3828, Page 1496; Official Records Book 3828, Page 1498; Official Records Book 3828, Page 1500; Official Records Book 3828, Page 1502; Official Records Book 3828, Page 1504; Official Records Book 3828, Page 1506; Official Records Book 3828, Page 1508; Official Records Book 3828, Page 1510; Official Records Book 3828, Page 1512; Official Records Book 3828, Page 1514; Official Records Book 3828, Page 1516; Official Records Book 3828, Page 1518; and Official Records Book 3834, Page 1887, all of the Public Records of Seminole County, Florida." If the following requirements are met for each ofthe Notices of Commencement: (a) Execution and recordation of valid Notices of Termination. - - ... - - --- - _. ~:~V:'d~.l~~ _Lt\...l!Y .. J. 11..1." l&J 007 (b) Affidavit satisfactory to the Company from owner or ownerlbuilder that all materialmen and laborers have been paid must be furnished, (c) Affidavit satisfactory to the Company from contractor(s) that all materialmen and laborers have been paid must be furnished. (d) Releases satisfactory to the Company from all materialmen and laborers who have supplied materials and/or worked on the land must be furnished, (d) LTIC Indemnity Form 90-115, executed by the owner, and any other party requested by the Company, must be furnished, together with financial information from all indemnitors, which financial information must be deemed by the Company to establish that the Indemnity represents security commensurate with such risk. Item (d) LAWYERS TITLE INSURANCE CORPORATION must be furnished with satisfactory evidence showing that WYMAN FIELDS FOUNDATION, INC., is a Florida corporation in good standing. THIS COMMITMENT IS INV ALlD UNLESS THE INSURING PROVISIONS AND SCHEDULES A AND B ARE ATTACHED. SCHEDULE B-SECTlON I-PAGE I COMMITMENT NO. 2-0003083 l'aA "'tV, U'ttJ .1.00'1 \..IU1'!lUV1"Ia..:.l\.1....Llt .I.._UlU - ___ ._ _0.- 0 LgJUUb SCHEDULE B--SECTION 2 EXCEPTIONS THE POLICY OR POLICIES TO BE ISSUED WILL CONTAIN EXCEPTIONS TO THE FOLLOWING UNLESS THE SAME ARE DISPOSED OF TO THE SATISFACTION OF THE COMPANY. 1. Defects, liens, encumbrances, adverse claims or other matters, if any, created, [rrst appearing in the public records or attaching subsequent to the effective date hereof but prior to the date the proposed insured acquires for value of record the estate or interest or mortgage thereon covered by this Commitment. 2. Taxes for the year 2000 and any taxes and assessments levied or assessed subsequent to the effective date hereof, and taxes or assessments which are not shown as existing liens by the public records. NOTE: Real estate taxes for the year 1999 have been paid. 3. Any state of facts which an accurate surveyor a personal inspection of the premises might disclose, including easements and claims of easements not shown by the public records. 4. Any lien, or right to a lien, for services, labor or material heretofore or hereafter furnished, imposed by law and not shown by the public records. 5. Rights of parties in possession of the premises other than the record owner. 6. Restrictions, covenants, conditions and easements, which include provisions for a private charge or assessment, as contained in the Declaration (contains party wall provisions) recorded in Official Records Book 1516, Page 368, Public Records of Seminole County, Florida (as to Parcels 6 and 7). 7. By-Laws of Pinewood Terrace Homeowners Association, Inc., recorded in Official Records Book 1518, Page 1053 368, Public Records of Seminole County, Florida (as to Parcels 6 and 7). 8. Articles of Incorporation of PINE WOOD TERRACE HOMEOWNERS ASSOCIATION, INC., recorded in Official Records Book 1516, Page 384, Public Records of Seminole County, Florida (as to Parcels 6 and 7). THlS COMMITMENT IS lNV ALlD UNLESS THE INSURING PROVISIONS AND SCHEDULES A AND B ARE A TI ACHED SCHEDULE B-SECTION 2-PAGE 1 COMMITMENT NO. 2-0003083 VVI V"T' VV ~~.~u l'rtA ~UI U~~ ~OO~ ~~iU'l1UI~I.ll;:,~LIII ...~~!~IJ 1 nLl~ IgJ UUlI 9. Subject to all mattes as set forth and reserved on the Plat of PINE WOOD TERRACE, recorded in Plat Book 29, Page 36, Public Records of Seminole County, Florida (as to Parcels 6 and 7). 10. Cable Television Installation Agreement recorded in Official Records Book 1492, Page 1896, Public Records of Seminole County, Florida (as to Parcels 6 and 7). 11. Cross Access Easement recorded in Official Records Book 1516, Page 362, Public Records of Seminole County, Florida (as to Lots 2 and 3 of Parcel 7). 12. Cross Access Easement recorded in Official Records Book 1516, Page 364, Public Records of Seminole County, Florida (as to Lots 4 and 5 of Parcel 7). 13. Cross Access Easement recorded in Official Records Book 1516, Page 366, Public Records of Seminole County, Florida (as to Lots 6 and 7 of Parcel 7). 14. Distribution Easement recorded in Official Records Book 1249, Page 579, , Public Records of Seminole County, Florida (as to Parcels 6 and 7). 15. Distribution Easement recorded in Official Records Book 1842, page 1774, Public Records of Seminole County, Florida. 16. Access to Parcel K is by and through Parcel 12G. 17. Access to Parcel12L is by and through Parcel 12 G and 12K. 18. Access to Parcel 12M is by and through Parcels 12G, 12K and 12L. 19. Access to Parcel12N is by and through Parcels 12G, 12K, 12L and 12M. THIS COMMITMENT IS INVALID UNLESS THE INSURING PROVISIONS AND SCIJEDULESA AND BAREAITACHED SCHEDULE B-SECfION 2-PAGE 2 COMMITMENT NO. 2-0003083 U~/U4/UU ~~;~ti ~AA 4UI ti4~ ~004 vU'~l~lUj~\H~~LIU_~l\1J 1.11 L" 19jU1U 20. The following matters shown on the Survey prepared by Beale Smith Associates, Inc., dated June 1, Survey No. 16916-1 (as to Lot 1 of Parcel 6): a) Concrete Drive encroachment into Southerly and Easterly utility easements. b) Concrete walk encroachments into Northerly utility easement. c) Concrete wall encroachments into Westerly and Southerly drainage easements. d) Concrete wall encroachment into Westerly utility easement. e) Concrete drive encroachment into Southerly and Easterly drainage easements. 21. The following matters shown on the Survey prepared by Beale Smith Associates, Inc., dated June 1, 1999 under Survey No. 16916-8 (as to Lot 8 of Parcel 6): a) Concrete drive encroachment into the Easterly utility easement. b) Concrete walk encroachment into the Southerly utility easement. c) Sign encroachment into Southwest comer of lot. 22. The following matters shown on the Survey prepared by Beale Smith Associates, Inc., dated June 1, 1999 under Survey No. 16916-2 (as to Lot 2 of Parcel 7): a) concrete drive encroachment into Northeasterly utility and cross access easements. b) Concrete walk encroachments into front utility easement. THIS COMMITMENT IS INV ALlD UNLESS THE INSURING PROVISIONS AND SCHEDULES A AND 8 ARE ATfACHED SCHEDULE B-SECTION 1-PAGE 3 COMMITMENT NO. 1-0003083 V,J, V't/ VV J.<l;') I l'AA "'U I 0"';) .tOO" vUlll~tlUl'OlC.:\LlU Ll\i'lll) 111LJ~ lf6JUU 23. The following matters shown on the Survey prepared by Beale Smith Associates, Inc., dated June 1, 1999 under Survey No. 16916-3 (as to Lot 3 of Parcel 7): a) Concrete drive encroachment into the front, rear and Southwesterly utility easements. b) Concrete drive encroachment into the Southwesterly cross access easement. c) Concrete walks encroachment into front utility easement. d) Metal shed encroachment onto adjoining property on the Southeast. 24. The following matters shown on the Survey prepared by Beale Smith Associates, Inc., dated June 1, 1999 under Survey No. 16916-4 (as to Lot 4 of Parcel 7): a) Concrete drive encroachment into the Westerly and Northerly utility easement. b) Fence encroachment along the Easterly line of subject property and into the Easterly utility easement. 25. The following matters shown on the Survey prepared by Beale Smith Associates, Inc" dated June 1, 1999 under Survey No. 16916-5 (as to Lot 5 of Parcel 7): a) Concrete drive encroachment into the front and Southerly utility easement and Southerly cross access easement. b) Fence encroachment along the Northerly and Easterly lot lines and into the Northerly and Easterly utility easements. THIS COMMITMENT IS INVALID UNLESS mE INSURING PROVISIONS AND SCHEDULES A AND BAREATfACHED SCHEDULE B-SEC'TION 2-PAGE 4 COM~nTMENT NO. 2-0003083 Vvl U"t:1 VV iv.~1 rdA ~U, u4~ ~oo~ _ _ ~U~U~\:.::A~ 11~ Y~j~1! ! 12c L..!' _ llfJ U.J.L ----------- 26. The following matters shown on the Survey prepared by Beale Smith Associates, Inc., dated June 1, 1999 under Survey No. 16916-6 (as to Lot 6 of Parcel 7): a) Concrete drive encroachment into the front, rear and Westerly side utility easements. b) Concrete drive encroachment into the Westerly cross access easement. c) Concrete walk encroachment into the front utility easement and front cross access easement. d) Fence encroachment along the Northerly line and into the Northerly utility easements. 27. The following matters shown on the Survey prepared by Beale Smith Associates, Inc., dated June 1, 1999 under Survey No. 16916-7 (as to Lot 7 of Parcel 7): a) Concrete drive encroachment into the front and easterly utility easements. b) Concrete wall encroachment along the Northerly line and into the Northerly utility easements. 28. The following matters shown on the Survey prepared by Beale Smith Associates, Inc., dated June 18, 1999 under Survey No. 16971-1 (as to Parce112G): a) Drainage ditch on North. b) Fence encroachment along the Northerly lot line. 29. The following matters shown on the Survey prepared by Beale Smith Associates, Inc., dated June 18, 1999 under Survey No. 16971-2 (as to Parcel 12K): a) Drainage ditch on North. b) Fence encroachment along the Northerly line. c) Underground electrical utilities on Easterly line. THIS COMMITMENT IS INV ALlD UNLESS THE INSURING PROVISIONS AND SCHEDULES A AND B ARE ATTACHED SCHEDULE B-SECTION 2-PAGE S COMMITME1'IT NO. 2~OO3083 ..LU. VV l'n...\.- "'tV I Uoto.) ..1.UU"t _ ~~~::I.l~,,*~,~~..t\J...l.~_. _.1...::1"'l! .!:..J. 1 L!:" ~V.J.oJ 30. The following matters shown on the Survey prepared by Beale Smith Associates, Inc., dated June 18, 1999 under Survey No. 16971-3 (as to Parcel 12L): a) Drainage ditch on North. b) Fence encroachment along the Northerly line. e) Underground electrical utilities on Westerly line. 31. The following matters shown on the Survey prepared by Beale Smith Associates, Inc., dated June 18, 1999 under Survey No. 16971-4 (as to Parcel 12M): a) Drainage ditch and swale on the North and East. b) Fence encroachment along the Northerly line. e) Underground electrical utilities on Easterly line. 32. The following matters shown on the Survey prepared by Beale Smith Associates, Inc., dated June 18, 1999 under Survey No, 16971-5 (as to Parcel 12N): a) Fence encroachment along the Northerly and Easterly lines. b) Parking area encroachment onto adjoining property on South. 33. Mortgage and Security Agreement dated April 3, 20000, recorded in Official Records Book 3834, Page 1859, Public Records of Seminole County, Florida. 34. UCC-l Financing Statement recorded ApriI1?, 2000, in Official Records Book 3834, Page 1881, Public Records of Seminole County, Florida. THIS COMMITMENT IS )NV ALlD UNLESS THE INSURING PROVISIONS AND SCHEDULESA AND BARE ATTACHED SCHEDULE B-SECfION 2-PAGE 6 COMMITMENT NO. 2-0003083 \"UJll...l.UU.1""c..rt.L1U L/1i\U 1 J. .1LC. ~UJ." . - ..0'0_' _ . ._.- 35. Assignment of Lessor's Interest in Rents and Leases recorded April 17,2000, in Official Records Book 3834, Page 1893, Public Records of Seminole County, Florida. NOTE: The Company may make other requirements or exceptions upon its review of the proposed documents creating the estate or interest to be insured or otherwise ascertaining detains of this transaction. NOTE: Unless otherwise stated, all orthe above mentioned instruments are recorded in the Public Records or Seminole County, Florida. NOTE: IF POLlCY IS TO BE ISSUED IN SUPPORT OF A MORTGAGE LOAN. ATIENTlON IS DIRECTED TO THE FACT THAT THE COMPANY CAN ASSUME NO LIABILITY UNDER ITS POLlCY. THE CLOSING INSTRUCTIONS, OR INSURED CLOSING SERVICE FOR COMPUANCE WITH THE REQUIREMENTS OF ANY CONSUMER CREDIT PROTECTION OR TRUTH IN LENDING LAW IN CONNECTION WITH SAID MORTGAGE LOAN. THIS COMMITMENT IS INVALID UNLESS THE INSURING PROVISIONS AND SCHEDULES A AND BARE AITACHED SCHEDULE B-SECTION 2-PAGE 7 COMMITMENT NO. 1-0003083 oJ..... V"tl VU Lv. u';' .i'n...\.. ,,*-Vt u.." .1.0Q"t: \",>vJ.luuvnllc'L"'\L.lH L.:U'U ..., .. ." J.J.J.LL.. ~V.'...., In accordance with Florida Statutes Section 627.4131, please be advised that the insured hereunder may present inquiries, obtain information about coverage, or receive assistance in resolving complaints, by contacting the Land America Financial Group. Inc. Regional Office, 1901 West Colonial Drive, Orlando, FL 32804. Telephone: (407) 425-6121. & ~1 eth ~ < GI-emerit.al ~~9FhOOI ~2i cod 0. a,. '.__J ,)32lo0fJ~ )~ Walk to Schools, Shopping, Parks Own your own Home in Beautiful Winter Springs . Ii , I ~ 'I I \1 I, '. . \ .} 'I Ii f I . ~:\ ,I f . 1 '[.11 J , il " rl i ! II :I , ;U .~ 1t If i I: ) oss Cove Town Homes ()~J 73'1 10IJman <;;J:.UdJ$ <;;J:.ounJatum (407)628-5825 Moss Cove Town Homes For Sale Large Two Bedroom/One and Half Bath Town Homes .....:) i Living Area 952 Sq Ft Non Ale S ace "!' <80 S Ft Total Area . . 1.0,3() Sq Ft Bedroom 2 . 12'-2" x IO'..()" Breakfast Kitchen Dining .0 Living Room 1 0'-9" x 17'..()" . ~oyt:r Master Bedroom i l':-<''' x l~t-3" First Flo,or doset . Second Floor For.lnformation Call . (407) 628-5825 ( , I Developer/Owner VVyman Fields, Foundation, Inc, . General Contractor Trovillion & Daughe~ Inc. " Real Estate Sales Home Ownership & Mortgage. 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