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Modification 03/28/2007 Deep 1635226 03/30/2007 4:34P11 Filed d Recorded In Official Records of MONROE COUNTY DANNY L. KOLHAGE This Instrument Prepared By: Malcolm J. Pitchford, Esquire 0af30r2eej 4:34PM Abel, Band, Russell, Collier, INTANGIBLE Tax CL: PN $2,000.00 MORTGAGE OOC STAMP CL: PN f3,600.00 Pitchford&Gordon,Chartered P.O. Box 49948 Sarasota,FL 34230-6948 Deep 1835226 BAN 2283 PO 967 MODIFICATION AND RESTATEMENT OF MORTGAGE AND SECURITY AGREEMENT AND LOAN DOCUMENTS (SUBSTITUTION OF LEASEHOLD IN LIEU OF FEE). This Mortgage is made this day of March, 2007, by and between Overseas Redevelopment Company, LLC, a Florida limited liability company ("Mortgagor"), and Branch Banking and Trust Company, a North Carolina banking corporation ("Mortgagee"), the address of which is 1010 Kennedy Drive, Suite 100, Key West, FL 33040. WITNESSETH: WHEREAS, Mortgagor is indebted to Mortgagee in the principal sum of$7,500,000.00 (the "Loan") together with interest thereon, as evidenced by (a) that certain commercial promissory note dated June 30, 2005 in the original principal amount of $6,500,000.00 and (b) that certain future advance commercial promissory note dated of even date herewith in the original principal amount of $1,000,000.00, executed by Mortgagor and delivered to Mortgagee (hereinafter collectively referred to as the "Notes"), which by reference is made a part hereof to the same extent as though set out in full herein; WHEREAS, in order to secure the indebtedness evidenced by the Notes, the Mortgagor executed and delivered to Mortgagee a Mortgage and Security Agreement dated the 30th day of June, 2005, which said Mortgage and Security Agreement was recorded in Official Records Book 2130, Page 1330, et seq. of the Public Records of Monroe County, Florida on July 7, 2005 (the "Fee Mortgage"); and • WHEREAS, Mortgagor has heretofore or herewith executed and delivered to Mortgagee certain other documents, instruments or agreements evidencing and/or securing the Loan, including, but not limited to, a Loan Agreement (the "Loan Agreement") dated as of June 30, 2005 (said Loan Agreement and all other such additional documents, instruments or agreements may hereafter be collectively referred to as the"Loan Documents"); and WHEREAS, Mortgagor has, of even date herewith, sold, transferred and conveyed the real property described in the Fee Mortgage to Monroe County, and has, contemporaneously therewith, entered into a long term lease dated July 19, 2006 between Mortgagor as "Lessee" and Monroe County as "Lessor" pertaining to the lease and demise of the real property described in the aforesaid Fee Mortgage. The long term lease referred to herein shall be hereafter referred to as the "Lease" 870067v 4 Doe6 1639226 BkI4 2283 PO 968 and the interests of Mortgagor thereunder shall be herein referred to collectively as the "Leasehold Estate;"and WHEREAS, Mortgagor has requested that the Mortgagee accept a substitution of the Leasehold Estate held by Mortgagor in lieu of the Fee Estate pledged as security for the Notes as evidenced by the Fee Mortgage and Mortgagee is agreeable thereto. NOW, THEREFORE, to continue to secure the performance by Borrower of all covenants and conditions in the Notes and to secure the performance by Mortgagor of all covenants and conditions in this Leasehold Mortgage and in all other instruments securing the Notes,and in order to charge the properties, interests and rights hereinafter described with such payment and performance and to secure additional advances, renewals, extensions and modifications thereof and for and in consideration of the sum of Ten and No/100 Dollars ($10.00), and other good and valuable considerations, receipt whereof is hereby acknowledged. does hereby grant, bargain, sell, alien, remise, release, convey, confirm and mortgage unto the said Mortgagee: All of Mortgagor's right, title and interest in, to and under that unrecorded Long-Term Ground Lease Agreement dated as of July 19, 2006, between Mortgagor, as "Lessee," and Monroe County as "Lessor," pertaining to the lease and demise of that certain property located in Monroe County, Florida, described in Exhibit"A"attached hereto(the"Real Property"). TOGETHER with the following described property: (A) All rights and benefits of whatsoever nature derived or to be derived by the Mortgagor under or by virtue of the Lease of any portion of the Real Property, including, without limitation,the right to exercise options, to renew the Lease or, if applicable,to purchase the fee interest in and to the said Real Property, give consents, receive monies, terminate, cancel, modify, change, supplement, alter or amend the Lease, and any such termination, cancellation, modification, change, supplement, alteration or amendment of the Lease without the prior written consent thereto by the Mortgagee shall be void and of no force and effect. So long as there is no default or event of default under the Notes, the Lease, this Mortgage or any other document, instrument or agreement executed and delivered in connection therewith, the Mortgagee shall no right to terminate,cancel, modify, change, supplement,alter or amend the Lease; (B) All of the Mortgagor's rights and remedies at any time arising under or pursuant to Subsection 365(h) of the United States Bankruptcy Code (the "Bankruptcy Code"), I I USC 365(h), including, without limitation, all of the Mortgagor's rights to remain in possession of the Real Property. (C) All subleases of the Real Property or any part thereof now or hereafter entered into by the Mortgagor, and all rights and benefits derived or to be derived by the Mortgagor therefrom; (D) All rents, income, issues and profits of the fee and/or Leasehold Estate in the Real Property encumbered hereby;and 2 870067v.4 DOCK 1638226 Bk6 2283 P9II 969 (E) All right, title and interest of the Mortgagor in and to all and singular the tenements, hereditaments, leasehold or fee estate at any time belonging or in any wise appertaining thereto, and all right, title and interest of the Mortgagor in and to any streets, ways, alleys, gores or strips of land adjoining the Real Property or any part thereof; (F) All right, title and interest of Mortgagor in and to all buildings, structures and other improvements now or hereafter located on, above or below the surface of the Real Property, or any part or parcel thereof; (G) All rights, title and interest of Mortgagor in and to the minerals, soil, flowers, shrubs, crops, trees, timber and other emblements now or hereafter on the Real Property or under or above the same or any part of parcel thereof; and (H) All and singular tenements, hereditaments, easements, riparian and littoral rights, and appurtenances thereunto belonging or in any wise appertaining, whether now owned or hereafter acquired by Mortgagor, and including all parking easements or agreements and rights of ingress and egress to and from any adjoining or other property benefitting the Real Property (whether such rights now exist or subsequently arise) together with the reversion or reversions, remainder or remainders, rents issues and profits thereof; and also all the estate, right,title, interest, homestead, dower, right of dower, elective share, separate estate property, possession, claim and demand whatsoever of Mortgagor of, in and to the same and of, in and to every part and parcel thereof; (I) All machinery, apparatus, equipment, fittings, fixtures, whether actually or constructively attached to said property and including all trade, domestic and ornamental fixtures, and articles of personal property of every kind and nature whatsoever(hereinafter collectively called"Equipment"), now or hereafter located in, upon or under the Real Property or any part thereof and used or usable in connection with any present or future operation of the Real Property and now owned or hereafter acquired by Mortgagor; together with all additions and accessions thereto and replacements thereof (Mortgagor hereby agreeing with respect to all additions and replacements to execute and deliver from time to time such further instruments as may be requested by Mortgagee to confirm the conveyance, transfer and assignment of the foregoing); (J) All of the water, sanitary and storm sewer systems now or hereafter owned by the Mortgagor which are now or hereafter located by, over, and upon the Real Property hereinbefore described, or any part and parcel thereof, and which water system includes all water mains, service laterals, hydrants, valves and appurtenances, and which sewer system includes all sanitary sewer lines, including mains, laterals,manholes and appurtenances; (K) All paving for streets, roads, walkways or entrance ways now or hereafter owned by Mortgagor and which are now or hereafter located on the Real Property hereinbefore described or any part or parcel thereof; (L) All rents, royalties, issues, profits, revenue, income and other benefits from the property encumbered by this instrument to be applied against the indebtedness and other sums 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 and other benefits as they become due and payable but not in advance thereof. The foregoing 3 870067v 0 Deep 1635228 UN 2283 PO 970 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 thereunder, to all rents, royalties, issues, profits, revenue, income and other benefits from the property encumbered by this instrument whether or not Mortgagee takes possession of the property. Upon any such default hereunder, the permission hereby given to Mortgagor to collect such rents, royalties, issues, profits, revenue, income and other benefits from the encumbered property shall terminate and such permission shall not be reinstated upon a cure of the default without Mortgagee's specific consent. The exercise of any rights under this paragraph by Mortgagee or the application of any such rents, royalties, issues, profits, revenue, income or other benefits to the indebtedness and other sums secured hereby, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or any such notice, but shall be cumulative of all other rights and remedies; This instrument constitutes an absolute and present assignment of the rents, royalties, issues, profits,revenue, income and other benefits from the Real Property, subject, however,to the condition permission given to Mortgagor to collect, receive, take, use and enjoy the same as provided hereinabove; provided, further, that the existence or exercise of such right of Mortgagor shall not operate to subordinate this assignment to any subsequent assignment, in whole or in part, by Mortgagor, and any such subsequent assignment by Mortgagor shall be subject to the rights of Mortgagee hereunder; (M)All right, title and interest of Mortgagor in and to any and all subleases now or hereafter , on or affecting the property encumbered by this instrument together with all security therefore and all monies payable thereunder, subject, however, to the conditional permission hereinabove given to Mortgagor to collect the rentals under any such lease. The foregoing assignment of any lease shall not tie deemed to impose upon Mortgagee any of the obligations or duties of Mortgagor provided in any such lease, and Mortgagor agrees to fully perform all obligations of the lessor under all such leases. 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 instrument in writing in such form as may be approved by Mortgagee all right,title and interest of Mortgagor in and to any and all leases now or hereafter on or affecting the Real Property, together with all security therefore and all monies payable thereunder, subject to the conditional permission hereinabove given to Mortgagor to collect the rentals under any such lease. Mortgagor shall also execute and deliver to Mortgagee any notification, financing statement or other document reasonably required by Mortgagee to perfect the foregoing assignment as to any such lease; (N) All awards or payments, including interest thereon,and the right to receive the same, as a result of(i) the exercise of the right of imminent domain, or (ii) any other injury to, taking of, or decrease in the value of the property encumbered by this instrument to the extent of all amounts which may be secured by this Mortgage at the date of receipt of any such award or payment by Mortgagee and of the reasonable attorneys' fees, costs and disbursements incurred by Mortgagee in connection with the collection of such award or payment; (0) All of the right, title and interest of the Mortgagor in and to all unearned premiums accrued, accruing or to accrue under any and all insurance policies now or hereafter provided pursuant to the terms of this Mortgage, and all proceeds or sums payable for the loss of or damage to 4 870067v4 Deep 1635226 Bke 2283 Pep 971 (a) any property encumbered hereby, or (b) rents, revenues, income, profits or proceeds from leases, franchises, concessions or license of or on any part of the property encumbered by this instrument. (P) All rights of the Mortgagor to any contracts relating to the Real Property such as, but not limited to, all contracts with any general contractors with regard to improvements constructed or to be constructed on the Real Property, engineer contracts, architects contracts, marketing and management contracts, and to any engineering, architectural and other plans, drawings and specifications in connection therewith. (Q) All accounts receivable and general intangibles rights of the Mortgagor regarding the Real Property such as, but not limited to, all impact fee credits, sewer and water fee credits, sewer and water rights, and development rights, including, but not limited to (i) rights regarding concurrency and the right to develop said Real Property; and (ii)32 transferable ROGO rights and 49 affordable ROGO rights appurtenant to, or benefiting the Real Property. (R) All of Mortgagor's rights under any payment bonds and/or performance bonds regarding any development and/or construction on the Real Property. (S) All of Mortgagor's rights in any construction and other materials stored on the Real Property or elsewhere. The Real Property and everything referred to in Paragraphs (A) through (S) hereof and any additional property hereafter acquired by Mortgagor and subject to the lien of this Mortgage or any part of these properties is herein referred to as the"Mortgaged Property". CONDITIONED, HOWEVER,that if the maker of the Notes hereafter described shall pay or cause to be paid to Mortgagee,at its office and principal place of business in Key West, Florida, or at such other place which may hereafter be designated by Mortgagee, its or their successors or assigns, with interest, the principal sum of $7,500,000.00 as stated in the Notes executed of even date herewith, as well as all future advances and all other sums, indebtedness, obligations and liabilities for which this instrument is security (the "Secured Indebtedness"), and if the Mortgagor shall also fully perform all the covenants, conditions and terms of this Mortgage, then these presents shall be void, otherwise to remain in full force and effect. REPRESENTATIONS AND WARRANTIES: (I) The Mortgagor represents and warrants to the Mortgagee that the Mortgagor has good and marketable title to the Leasehold Estate in the Real Property (as identified herein) and all improvements located or to be located thereon and has all right, title and interest in all other property constituting a part of the Mortgaged Property, in each case free and clear of all liens and encumbrances and that the Mortgagor has the right and authority to convey and encumber its interests in the Mortgaged Property, without violating or causing a default under the Lease or under any other agreement, instrument or document affecting the Real Property or any portion thereof. This Mortgage is a valid and enforceable first lien on the Mortgagor's Leasehold Estate in the Mortgaged Property and the Mortgagee shall, subject to the Mortgagor's right of possession prior to an Event of Default, quietly enjoy and possess the Mortgaged Property. The Mortgagor shall 5 870067v.4 Docu 1535228 Bkp 2283 PO 972 preserve such title as it warrants herein and the validity and priority of the lien hereof and shall forever warrant and defend the same to the Mortgagee against the claims of all persons. (2) The Mortgagor represents and warrants that the Lease is a valid and subsisting lease of the Real Property for the term therein set forth (which said term is initially for a period of thirty-three (33) years for two (2) consecutive, automatic renewal periods of thirty-three (33) years each thereafter) and are in full force and effect in accordance with the terms thereof and has not been modified and there are no existing defaults by the Lessor or by the Mortgagor thereunder; and the Mortgagor is the owner and holder of the Lease,and has the right and authority to mortgage the same to the Mortgagee hereunder without the need to obtain the consent of any person, including the Lessor or, if needed, such consent has been obtained. (3) The Mortgagor warrants and represents that the Mortgagor has complied, and shall hereafter comply, with all valid laws, rules, ordinances and regulations of the federal, state and local government, and all agencies and subdivisions thereof which laws, rules,ordinances, and regulations apply or relate to the Mortgaged Property, the development, construction and improvements existing or contemplated thereon or as a part thereof, and the use, lease, sale or other disposition of the Mortgaged Property or portion thereof, or the improvements now or hereafter located thereon or a part thereof, including but not limited to all such laws, rules, ordinances, and regulations regarding land use,zoning,building,subdivision,environment,OSHA, ADA,pollution and sales practices. COVENANTS: I. Compliance with Lease. The Mortgagor will at all times fully perform and comply with all of the agreements,covenants,terms and conditions imposed upon or assumed by the Mortgagor as tenant under the Lease and, if Mortgagor shall fail to do so, the Mortgagee may (but shall not be obligated to) take any action the Mortgagee deems necessary or desirable to prevent or to cure any default by the Mortgagor in the performance of or compliance with any of the Mortgagor's covenants or obligations under the Lease. Upon receipt by the Mortgagee of any notice of default under the Lease, from the Lessor (which such term shall be deemed to collectively refer to the Lessor(s) identified in the Lease and to their successors and/or assigns) or from the Mortgagor, as aforesaid, the Mortgagee may rely thereon and take any action to cure such default even though the existence or nature of such default shall be questioned or denied by the Mortgagor or by any party on behalf of the Mortgagor. The Mortgagor hereby expressly grants to the Mortgagee and agrees that the Mortgagee shall have the absolute and immediate right to enter in and upon the Real Property or any part thereof to such extent and as often as the Mortgagee, in its sole discretion, deems necessary or desirable in order to prevent or to cure any such default by the Mortgagor or to take any requested or required action or to inspect the Real Property. The Mortgagee may pay and expend such sums of money as the Mortgagee in its sole discretion deems necessary for any such purpose, and the Mortgagor hereby agrees to pay to the Mortgagee, immediately and without demand, all such sums so paid and expended by the Mortgagee, together with interest thereon from the date of each such payment at the Default Rate (as defined in the Notes). All sums so paid and expended by the Mortgagee, and the interest thereon, shall be added to and be secured by the lien of this Mortgage. Mortgagor further agrees that it shall, contemporaneously with the execution of this Mortgage, deposit with Mortgagee a sum equal to one(I)year's yearly rental amounts required to be paid pursuant to the provisions of the Lease, as determined by Mortgagee (the "Rent Reserve 6 870067v4 Dectl 1635226 B109 2283 P99 973 Account"). Mortgagee shall have the right, but not the obligation, to disburse funds from the Rent Reserve Account in payment of the monthly rental payments required to be paid pursuant to the Lease, as the same shall become due. Upon demand by Mortgagee, Mortgagor shall deliver to Mortgagee such additional monies as are necessary to make up any deficiencies in the amounts which may be necessary to enable Mortgagee to pay such rental payments when due. Commencing on the first day of the I I'" month after the date hereof, and continuing on the same day of each one (I) year period during the term of the Notes, the Mortgagee shall deposit into the Rent Reserve Account a sum sufficient to pay the rental payments required to be paid pursuant to the provisions of the Lease for a one (I) year period, as determined by the Mortgagee. Notwithstanding anything herein to the contrary, Mortgagor shall at all times be primarily responsible for the payment of rental payments under the said Lease and the failure of the Mortgagee to disburse funds from the Rent Reserve Account in payment of the monthly rental payments under the Lease shall in no wise impose any liability upon the Mortgagee and the Mortgagor does hereby specifically release and discharge the Mortgagee, its successors and assigns, agents, employees, attorneys, officers and directors, from any and all liability, claims, demands or causes of action whatsoever arising out of or in connection with Mortgagee's failure to disburse rent reserve funds in payment of rental payments under the Lease. 2. No Merger. So long as any portion of the Secured Indebtedness shall remain unpaid, and unless the Mortgagee shall otherwise consent,the fee title to the Real Property and the improvements thereon and the Mortgagor's Leasehold Estate shall not merge, but shall always be kept separate and distinct, notwithstanding the union of such estates in the Mortgagor or in any other person, by purchase, operation of law or otherwise. If the Mortgagee shall acquire the fee title to the Real Property and the Mortgagor's Leasehold Estate under the Lease by foreclosure of this Mortgage or -otherwise, such estates shall not merge as a result of such acquisition and shall remain separate and distinct for all purposes after such acquisition unless and until the Mortgagee shall elect to merge such estates by a writing evidencing such election. If the Mortgagor's Leasehold Estate and fee estate merge at any time before payment in full of the Secured Indebtedness, the lien of this Mortgage shall immediately and without the need for further documentation attach, extend to, cover and be a lien upon such fee title or other greater estate. The Mortgagor upon request will confirm same by documentation satisfactory to the Mortgagee. 3. No Lease Termination. The Mortgagor will not surrender the Leasehold Estate, nor terminate or cancel the Lease, and will not, without the express written consent of the Mortgagee, modify,change, supplement,alter or amend the Lease either orally or in writing. 4. Mortgage Obligations. No release or forbearance of any of the Mortgagor's obligations under the Lease, pursuant to the Lease or otherwise, shall release the Mortgagor from any of its obligations under this Mortgage, including its obligations with respect to the payment of rent as provided for in the Lease and the performance of all of the terms, provisions, covenants, conditions and agreements contained in the Lease, to be kept, performed and complied with by the Mortgagor therein. 5. Lease Notices. The Mortgagor shall give prompt notice to the Mortgagee of the receipt by the Mortgagor of(i) any notice of the intention of the Lessor or the holder of any mortgage of or other interest in the fee of the Real Property (collectively, a "Superior Instrument") to exercise any remedy under the Lease or a Superior Instrument,or(ii)any notice, summons or legal process which 7 870067v 4 Boca 1635226 • Bka 2283 PO 974 may affect the Lease or which may affect either the Mortgagor's or the Mortgagee's interests in or possession of the Real Property or any part thereof, or which relates to any payment, act or thing, which is required by this Mortgage, the Lease, or a Superior Instrument to be paid, done or performed. The Mortgagor acknowledges that an Event of Default by Lessor under a Superior Instrument shall, at the Mortgagee's option, constitute an Event of Default hereunder. The Mortgagor shall not consent to the subordination of the Lease to any Superior Instrument without the prior written consent of the Mortgagee. The Mortgagor will furnish to the Mortgagee, promptly upon request, any and all information concerning the performance by the Mortgagor of its obligations under the Lease and any and all information which the Mortgagor has concerning a Superior Instrument,and shall permit the Mortgagee or its agents at all reasonable times to make investigation or examination concerning such performance and information. The Mortgagor will take all reasonable steps, including legal proceedings, to protect its own right, title and interest in any of the Real Property and to enable the Mortgagee to defend its interest therein. 6. Estoppel. The Mortgagor shall, within ten (10) days of request by the Mortgagee, obtain from the Lessor such certificates of estoppel with respect to compliance by the Mortgagor with the terms of the Lease as may be requested by the Mortgagee. 7. Lease Renewal. The Mortgagor shall exercise each individual option, if any, to extend or renew the term of the Lease upon demand by the Mortgagee made at any time within one (I)year of the last day upon which any such option may be exercised, and the Mortgagor hereby expressly authorizes and appoints the Mortgagee as the Mortgagor's attorney-in-fact to exercise, either jointly or individually, any such option in the name of and upon behalf of the Mortgagor, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. 8. Bankruptcy. The Mortgagor shall not, without the Mortgagee's prior written consent, elect to treat the Lease as terminated under Subsection 365(h)(a) of the Bankruptcy Code and any such election made without the Mortgagee's prior written consent shall be void. If there shall be filed by or against the Mortgagor a petition under the Bankruptcy Code and the Mortgagor, as lessee under the Lease, shall determine to reject the Lease (or either of them) pursuant to Section 365(a)of the Bankruptcy Code, the Mortgagor shall give the Mortgagee not less than twenty (20) days prior notice of the date on which the Mortgagor shall apply to the Bankruptcy Court for authority to reject the Lease (or either of them). The Mortgagee shall have the right, but not the obligation, to serve upon the Mortgagor within such twenty (20) day period a notice stating that (i) the Mortgagee demands that the Mortgagor assume and assign the Lease to the Mortgagee pursuant to Section 365 of the Bankruptcy Code; (ii) the Mortgagee may, in its discretion and if deemed prudent by the Mortgagee, cure or provide adequate assurance of prompt cure of all defaults and provide adequate assurance of future performance under the Lease. If the Mortgagee serves upon the Mortgagor the notice described in the preceding sentence, the Mortgagor shall not seek to reject the Lease (or either of them) and shall comply with the demand provided for in clause (i) of the preceding sentence within thirty (30) days after the notice shall have been given; and (ii) without limitation, if any action, proceeding, motion or notice shall be commenced or filed in respect to the Lease of the Mortgaged Property in connection with any case under the Bankruptcy Code the Mortgagee shall have the option, to the exclusion of the Mortgagor, exercisable upon notice from the Mortgagee to the Mortgagor, to conduct and control any such litigation with counsel of the Mortgagee's choice. The Mortgagee may proceed in its own name or in the name of the Mortgagor in connection with any such litigation, and the Mortgagor agrees to execute any and all powers, authorizations, consents and 8 870067vi Deep 1835226 RN 2283 Pg6 975 other documents required by the Mortgagee in connection therewith. The Mortgagor shall, upon demand, pay to the Mortgagee all costs and expenses (including attorneys' fees) paid or incurred by the Mortgagee in connection with the prosecution or conduct of any such proceedings. Any such costs or expenses not paid by the Mortgagor as aforesaid shall be secured by the lien of this mortgage and shall be added to the principal amount of the indebtedness secured hereby. The Mortgagor shall not commence any action, suit, proceeding or case, or file any application or make any motion, in respect of the Lease or with respect to the Mortgagor's fee ownership interest in any portion of the Mortgage Property in any such case under the Bankruptcy Code without the prior written consent of the Mortgagee. 9. No Pledge or Encumbrance. The Mortgagor shall not (a) execute an assignment of pledge of leases, rents and profits, with respect to the Mortgaged Property other than in favor of the Mortgagee; (b) accept any prepayment of an installment of any rents with respect to the Mortgaged Property prior to the due date of such installment; or (c) enter into or amend any of the terms of any of the Lease without the Mortgagee's prior written consent. Any and all Lease or subleases of all or any pan of the Real Property shall be subject in all respects to the Mortgagee's prior written consent, shall be subordinated to this Mortgage and to the Mortgagee's rights and, together with any and all rents, issues or profits relating thereto, shall be assigned at the time of execution to the Mortgagee as additional collateral security for the indebtedness secured hereby, all in such form, substance and detail as is satisfactory to the Mortgagee in its sole discretion. 10. Compliance. Mortgagor shall do any and all acts and to execute any and all documents which in the reasonable opinion of the Mortgagee may be necessary or desirable to preserve any rights of the Mortgagor in, to or under the Lease, or any occupancy lease, license or concession, including, without limitation, the right (but not the obligation) to cure any defaults of the Mortgagor as tenant under the Lease, preserve any rights of the Mortgagor whatsoever in respect of any part of the Real Property or to execute an extension or renewal of the Lease as hereinafter set forth. I I. Legal Requirements. Promptly comply with and conform to all present and future laws, statutes, codes, ordinances, orders and regulations and all covenants, restrictions and conditions which may be applicable to the Mortgagor or to any of the Mortgaged Property, including but not limited to the Lease (the "Legal Requirements"). Within five (5) days after learning of any default by any party under the Lease or under any subleases of any portion of the Mortgaged Property, the Mortgagor shall notify the Mortgagee of such default. 12. Impositions. Before interest or penalties are due thereon and otherwise when due, the Mortgagor shall pay all taxes of every kind and nature, all rents and other amounts due from the Mortgagor by virtue of its fee ownership of any Portion of the Mortgaged Property or under the Lease, all charges for any easement or agreement maintained for the benefit of any of the Mortgaged Property, all general and special assessments (including any condominium or planned unit development assessments, if any), levies, permits, inspection and license fees, all water and sewer rents and charges, and all other charges and liens, whether of a like or different nature, imposed upon or assessed against the Mortgagor of any of the Mortgaged Property (the "Impositions"). Within thirty (30) days after the payment of any Imposition, the Mortgagor shall deliver to the Mortgagee evidence acceptable to the Mortgagee's taking title to the Mortgaged Property through foreclosure, deed-in-lieu or otherwise. 9 stcosvv Deep 1535226 UP 2283 P98 976 13. Sublease Provisions. The Mortgagor covenants that it will cause each sublease or license granted in respect to the Mortgaged Property to contain a clause whereby the sublessee or licensee thereunder agrees that upon an Event of Default occurring hereunder and upon demand by the Mortgagee it will attom to or become a tenant or licensee of the Mortgagee, or of any purchaser from the Mortgagee in the event of the sale of the Mortgaged Property pursuant to foreclosure proceedings for the then unexpired balance of the term of, and upon all the terms and conditions of, such sublease or license. 14. Advance Payments. The Mortgagor will not without the consent of the Mortgagee accept or require payment of any of the rents or other monies payable to the Mortgagor under any sublease or license granted in respect of the Mortgaged Property more than one (I) month in advance of the due date for payment thereof, or (excepting payment of arrears) in an amount referable to a period exceeding one(I) month, provided that the Mortgagor may require prepayment of such rent or other monies by way of security for performance of the sublessee's or licensee's covenants under a sublease or license if the amount of such prepayment is promptly paid over to the Mortgagee to be held by the Mortgagee as part of the Mortgaged Property. 15. Payment of Monies. That the said Mortgagor shall pay all and singular the principal and interest and other sums of money payable according to the tenor of said Notes and this Mortgage, and of any other Secured Indebtedness according to its terms. 16. Taxes and Assessments. Mortgagor shall pay all the taxes, assessments, levies, liabilities, obligations and encumbrances of every nature now on the Mortgaged Property or that hereafter may be imposed, levied or assessed upon this Mortgage or the Mortgaged Property or upon the Indebtedness secured hereby. All such payments to be made when due and payable according to law before they become delinquent and before any interest attaches or any penalty is incurred. Insofar as any indebtedness is of record the same shall be promptly satisfied and evidence of such satisfaction shall be given to Mortgagee. Mortgagee shall deposit with Mortgagee on the first day of each month, in addition to making payments of principal and interest, until the Notes is fully paid,an amount equal to one-twelfth (I/12) of the annual taxes and assessments, including but not limited to condominium and homeowner association assessments, payable with respect to the Mortgaged Property. Such deposits 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 by Mortgagee, Mortgagor shall deliver to Mortgagee such additional monies as are necessary to make up any deficiencies in the amounts necessary to enable Mortgagee to pay such taxes and assessments when due. In the event of default under any of the terms, covenants and conditions in the Notes,this Mortgage or any other instrument securing the Notes to be performed or observed by Mortgagor, Mortgagee may apply to the reduction of the sums secured hereby, in such manner as Mortgagee shall determine, any amount under this paragraph remaining to Mortgagor's credit. Mortgagor agrees that, contemporaneously with the execution of this Mortgage, Mortgagor shall deposit with Mortgagee a sum deemed by Mortgagee to be equal to two (2) months ad valorem real property taxes (based upon the most recent ad valorem real property tax bill issued for the Mortgaged Property)(the "Tax Reserve"). The Mortgagee shall have the right to disburse funds from the Tax Reserve in payment of ad valorem real property taxes assessed against the Mortgaged Property as and when the same become due. Commencing on the first day of the eleventh (11111) month after the date hereof, and continuing on the same day of each one (I) year period during the term of the Notes, the Mortgagee shall continue to deposit a sum deemed by Mortgagee to be equal to two (2) months ad 10 870067v4 Docp 1835228 8kp 2283 PO 877 valorem real property taxes into the Tax Reserve. Notwithstanding anything herein to the contrary, Mortgagor shall at all times be primarily responsible for the payment of the ad valorem real property taxes under the said Lease and the failure of the Mortgagee to disburse funds from the Tax Reserve in payment of the ad valorem real property taxes under the Lease shall in no wise impose any liability upon the Mortgagee and the Mortgagor does hereby specifically release and discharge the Mortgagee, its successors and assigns, agents, employees, attorneys, officers and directors, from any and all liability, claims, demands or causes of action whatsoever arising out of or in connection with Mortgagee's failure to disburse tax reserve funds in payment of ad valorem real property taxes under the Lease. 17. Waste. That the Mortgagor will permit, commit or suffer no waste, impairment or deterioration of said Mortgaged Property and will keep and maintain all improvements now or hereafter on the land in sound condition and good repair; land excavation, clearing and improvement related to subdividing the real property shall not be considered waste as provided herein. Should said Mortgagor fail to make such necessary repairs, then said Mortgagee may, at its option, make such repairs or remedy any waste, and any such sums expended by said Mortgagee shall be immediately due and payable and shall bear interest at the maximum legal rate and shall be secured by the lien hereof. 18. Insurance. Mortgagor shall keep the Mortgaged Property and the improvements now existing or hereafter erected on the Mortgaged Property insured as may be required from time to time by Mortgagee against loss by fire, other hazards and contingencies (including flood hazards and related occurrences in the event any portion of the Mortgaged Property is located in a flood hazard area as may be identified from time to time) in such amounts and for such periods as may be required by Mortgagee. Mortgagor shall pay promptly, when due, any premiums on such insurance. All insurance shall be carried with companies approved by Mortgagee and the policy and renewals thereof shall be held by Mortgagee and have attached thereto loss payable clauses in favor and in form acceptable to Mortgagee. In the event of loss, Mortgagor shall give immediate notice by mail to Mortgagee and Mortgagee may make proof of loss if not made promptly by Mortgagor. Each insurance company concerned is hereby authorized and directed to make payments for such loss directly to Mortgagee instead of either to Mortgagor or Mortgagor and Mortgagee jointly. Insurance proceeds or any part thereof may be applied by Mortgagee at its option, after deducting therefrom all its expenses including attomy's fees,either to the reduction of the indebtedness hereby secured or to the restoration or repair of the property damaged. Mortgagee is hereby authorized, at its option, to settle and compromise any claims, awards, damages, rights of action and proceeds, and any other payment or relief under any insurance policy. In the event of foreclosure of this Mortgage or other transfer of title 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. Mortgagee shall deposit with Mortgagee on the first day of each month, in addition to making payments of principal and interest, until the Notes are fully paid, an amount equal to one-twelfth (1/12) of the yearly premiums for all insurance. Such deposits 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 by Mortgagee, Mortgagor shall deliver to Mortgagee such additional monies as are necessary to make up any deficiencies in the amounts necessary to enable Mortgagee to pay such premiums when due. In the event of default under any of the terms, covenants and conditions in the Notes, this Mortgage or any other instrument securing the Notes to be performed or observed by Mortgagor. Mortgagee may apply to the reduction of the sums 11 870067v a Doc p 1635226 Bkp 2283 PO 978 secured hereby, in such manner as Mortgagee shall determine, any amount under this paragraph remaining to Mortgagor's credit and any return premium received from cancellation of any insurance policy by Mortgagee upon foreclosure of this Mortgage. 19. Condemnation. If the Mortgaged Property or any part thereof shall be damaged or taken through condemnation (which term when used herein shall include any damage or taking by any governmental authority or any other authority authorized by the laws of the State of Florida or the United States of America to so damage or take and any transfer by private sale in lieu thereof), either temporarily or permanently, the entire indebtedness and other sums secured hereby shall,at the option of Mortgagee, become immediately due and payable. Mortgagee shall be entitled to all compensations, awards, damages, claims, rights of action and proceeds of, or on account of any damage or taking through condemnation 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, and to settle or compromise any claim in connection therewith. All such compensations, awards, damages, claims, rights of action and proceeds, and any other payments or relief, and the right thereto, are hereby assigned by Mortgagor to Mortgagee and Mortgagee after deducting therefrom all its expenses including attorney's 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 provided in the Notes, this Mortgage or any other instrument securing the Notes. 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. -- _--- tT IS FURTHER AGREED that if any of the Mortgaged Property herein described is of a nature so that a security interest therein can be perfected under the Uniform Commercial Code, this instrument shall constitute a Security Agreement and Mortgagor agrees, if requested by Mortgagee, to join with the Mortgagee in the execution of any financing statements and to execute any other instruments that may be required for the perfection of any renewal of such security interest under the Uniform Commercial Code. In regard thereto, the Mortgagee shall have, as additional and cumulative rights and remedies, all of the rights and remedies provided in said Uniform Commercial Code. This Mortgage is also given as security for any and all other sums, indebtedness, obligations and liabilities of any and every kind now or hereafter, during the term hereof, owing and to become due from the Mortgagor to the Mortgagee or to the holder of the Notes, or to the assignees thereof, howsoever created, incurred, evidenced, acquired or arising, whether under the Notes, this Mortgage, or any other instrument, obligations, contracts, or agreements or dealings of any and every kind now or hereafter existing or entered into between the Mortgagor and the Mortgagee, or otherwise, as amended or modified or supplemented from time to time, and whether direct, indirect, primary, secondary, fixed or contingent, and any and all renewals, modifications or extensions of any or all of the foregoing. It is agreed that any additional sum or sums advanced from the then holder of the Notes secured hereby to or for the benefit of Mortgagor, whether such advances are obligatory or are made at the option of Mortgagee, or otherwise, at any time within twenty (20) years from the date of this Mortgage, with interest thereon at the rate agreed upon at the time of each additional loan or advance, 12 870067v.4 Don 1635226 Bkil 2283 PO 979 shall be equally secured with and have the same priority as the original indebtedness and be subject to all of the terms and provisions of this Mortgage, whether or not such additional loan or advance is evidenced by a promissory note of the Mortgagor and whether or not identified by a recital that it is secured by this Mortgage; provided that the aggregate amount of principal outstanding and so secured at any one time shall not exceed the sum of twice the face amount of the Notes referred to hereinabove, plus interest and disbursements made for the payment of taxes, levies or insurance on the property covered by this Mortgage with interest on such disbursements, and provided further that it is understood and agreed that this future advance provision shall not be construed to obligate the Mortgagee to make any such additional loans or advances. Any reference hereafter to the Notes shall include any promissory note or other instrument evidencing such future advance. It is the intent hereof to secure payment of the aforesaid Notes and Secured Indebtedness whether the entire amount shall have been advanced to the Mortgagor at the date hereof, or at a later date, and to secure any other amount or amounts that may be added to the mortgage indebtedness under the terms of this instrument, the entire Secured Indebtedness being equally secured with and having the same priority as any amounts advanced at the date hereof. 20. Financial Requirements. Mortgagor shall furnish annual financial statements to the Mortgagee during the term of the Notes, together with copies of its federal income tax returns, inclusive of all schedules thereto. All tax returns to be provided pursuant to the provisions hereof shall be furnished to Lender within thirty(30)days after filing of the same with the Internal Revenue Service. All financial statements to be furnished pursuant to the provisions of this paragraph shall be certified to Mortgagee and must be in form and content satisfactory to Mortgagee. Mortgagor shall keep, and cause to be kept, adequate records and books of account, in which complete entries were made in accordance with generally accepted accounting practices (GAAP)consistently applied, reflecting all financial transactions of Mortgagor during the term of the Notes secured hereby. 21. Event of Default. Any one of the following shall constitute an event of default: (A) Failure by Mortgagor or any other obligor thereon to pay, as and when due and payable, any portion of the Secured Indebtedness, any installments of principal or interest due under the Notes. or any deposits for taxes and assessments or insurance premiums due hereunder, or any other sums to be paid by Mortgagor or any such other obligor hereunder or under any other instrument securing the Notes. (B) Failure by Mortgagor or any such other obligor to duly keep, perform and observe any other covenant, condition or agreement in the Notes, this Mortgage, the Lease, or any other instrument securing the Notes or any other instrument collateral to the Notes or executed in connection with the sums secured hereby for a period of ten (I0) days after Mortgagee gives written notice specifying the breach. (C) If either Mortgagor or any guarantor or endorser of the Notes: (i) files a voluntary petition in bankruptcy, (ii) dies or is adjudicated incompetent, a bankrupt or insolvent; or (iii) files any petition or answer seeking or acquiescing in any reorganization, management, composition, readjustment, liquidation, dissolution or similar relief for itself under any law relating to bankruptcy, insolvency or other relief for debtors,or(iv)seeks or consents to or acquiesces in the appointment of any trustee, receiver, master or liquidator of itself or of all or any substantial part of the Mortgaged 13 87006 v 0 Deep 1635226 Bka 2283 Pg9 980 Property or of any or all of the rents, revenues, issues, earnings, profits or income thereof, or (v) makes any general assignment for the benefit of creditors, or (vi) makes any admission in writing of its inability to pay its debts generally as they become due; or (vii) a court of competent jurisdiction enters an order,judgment or decree approving a petition filed against Mortgagor or any guarantor or endorser of the Notes, seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future federal, state,or other statute, law or regulation relating to bankruptcy, insolvency or other relief for debtors, which order,judgment or decree remains unvacated and unstayed for an aggregate of sixty (60) days whether or not consecutive from the date of entry thereof; or(viii)any trustee, receiver or liquidator of Mortgagor of all or any substantial part of the Mortgaged Property or of any or all of the rents, revenues, issues, earnings, profits or income thereof, is appointed without the prior written consent of Mortgagee, which appointment shall remain unvacated and unstayed for an aggregate of sixty (60) days whether or not consecutive. (D) Any breach of any warranty or material untruth of any representation of Mortgagor contained in the Notes, this Mortgage or any other instrument securing the Notes. (E) The occurrence of any default under the terms of any mortgage or other security instrument which creates a lien or other security interest on or in the Mortgaged Property. 22. Acceleration. If an event of default shall have occurred, Mortgagee may declare the outstanding principal amount of the Notes and the interest accrued thereon, and all other sums secured hereby, to be due and payable immediately. Upon such declaration such principal and interest and other sums shall immediately be due and payable without demand or notice. 23. Remedies after Default. Upon an event of default, Mortgagee may proceed by suit or suits at law or in equity or by any other appropriate proceeding or remedy to: (a)enforce payment of the Notes or the performance of any term hereof or any other right; (b) foreclose this Mortgage and to sell, as an entirety or in separate lots or parcels, Mortgagor's Leasehold Estate in the Mortgaged Property under the judgment or decree of a court or courts of competent jurisdiction; (c) collect all rents, issues, profits, revenue, income and other benefits from the Mortgaged Property; (d) appoint a receiver to enter upon and take possession of the Mortgaged Property and to collect all rents, issues, profits, revenue, income, and other benefits thereof and apply the same as a court may direct and such receiver shall have all rights and powers permitted under law; and (e) pursue any other remedy available to it including, but not limited to taking possession of the Mortgaged Property without notice or hearing to Mortgagor. Mortgagee shall take action either by such proceedings or by the exercise of its power with respect to entry or taking possession, or both, as Mortgagee may determine. 24. No Waiver. No delay or omission of Mortgagee or of any holder of the Notes to exercise any right, power or remedy accruing upon any event of default shall exhaust or impair any such right, power or remedy or shall be construed to waive any event of default or to constitute acquiescence therein. 25. Non-Exclusive Remedies. No right, power or remedy conferred upon or reserved to Mortgagee by the Notes, this Mortgage or any other instrument securing the Notes is exclusive of any other right, power or remedy, but each and every such right, power and remedy shall be 14 870067v 0 Don 1835228 Bkp 2283 PO 981 cumulative and concurrent and shall be in addition to any other right, power and remedy given hereunder or under the Notes or any other instrument securing the Notes,now or hereafter existing at law, in equity or by statute. 26. Successors and Assigns Bound. Whenever one of the parties hereto is named or referred to herein, the heirs, 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 Mortgagee, shall bind and inure to the benefits of their respective heirs, successors and assigns, whether or not so expressed. 27. Miscellaneous. In the event that any of the covenants, agreements, terms or provisions contained in the Notes, this Mortgage or any other instrument securing the Notes shall be invalid, illegal or unenforceable in any respect, the validity of the remaining covenants, agreements, terms or provisions contained herein and in the Notes and any other instrument securing the Notes shall be in no way affected, prejudiced or disturbed thereby. All of the Loan Documents are hereby modified and amended so as to evidence and secure this Modification and Restatement of Mortgage and Security Agreement. Further, Section 2.7 of the Loan Agreement shall be, and is hereby, further modified so as to provide as follows: "Section 2.7 Interest Reserve. The sum of Seven Hundred Thousand and No/100 ($700,000.00) Dollars shall be withheld from the proceeds of the Loan and shall be deposited by Lender into an interest reserve account (the "Interest Reserve") to be maintained with Lender. So long as no event of default has occurred and is continuing,the Interest Reserve funds shall be applied by Lender as available and as may be necessary to pay any interest due and payable on the Loan on the due date thereof by debiting the Interest Reserve in the appropriate amount. If at any time the Interest Reserve shall be insufficient to fully pay such accrued interest, the Borrower shall thereafter be responsible for, and shall pay, such accrued interest as and when required by the Loan Documents." 28. Attomev's Fees. The term "attomy's fees" as used in this Mortgage includes any and all legal fees of whatever nature including, but not limited to, attorneys' fees, paralegals' fees, legal assistants' fees and fees resulting from any appeal of any interlocutory order or final judgment or any other appellate proceeding arising out of any litigation. 29 Obligation of Mortgagor. Mortgagor shall pay the cost of releasing or satisfying this Mortgage of record. 30. No Transfer. It is understood and agreed by Mortgagor that as part of the inducement to Mortgagee to make the loan evidenced by the Notes, Mortgagee has considered and relied on the creditworthiness and reliability of Mortgagor. Mortgagor covenants and agrees not to sell, convey, transfer, lease or further encumber any interest in or any part of the Mortgaged Property without the prior written consent of Mortgagee, and any such sale, conveyance, transfer, lease or encumbrance made without Mortgagee's prior written consent shall be void. 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. 15 8 OO67v 4 Mien 1635226 Bktt 2283 PO 982 31. Default Rate. The Default Rate shall be the highest rate permitted by applicable law. 32. Changes to Mortgage. All changes, alterations, deletions or additions to the substance of any paragraph in this Mortgage which have been agreed to between Mortgagor and Mortgagee have been initialed by Mortgagor as additional proof of Mortgagor's consent. 33. Future Advances. This Mortgage is given to secure not only existing indebtedness, but also such future advances, whether such advances are obligatory or are to be made at the option of Mortgagee, or otherwise, as are made within twenty years from the date hereof, to the same extent as if such future advances were made on the date of the execution of this Mortgage. The total amount of indebtedness that may be so secured may decrease or increase from time to time, but the total unpaid balance so secured at one time shall not exceed twice the face amount of the Note, plus interest thereon, and any disbursements made for the payment of taxes, levies or insurance on the Mortgaged Property,with interest on such disbursements at the Default Rate as hereafter defined. IN WITNESS WHEREOF, said Mortgagor has duly signed, sealed and executed this instrument in the presence of the subscribing witnesses the day and year first aforesaid. WITNESSES: MORTGAGOR: d) Overseas Redevelopment Company, LLC, a Florida 1 • limited liability company • • By: H-Try, LLC,a Florida limited liability in Name: compa as its Man e r By. its Managiig Member Scott . Oropeza,as its Managing Member Print am • AQ.4Gt/A P 4 j 1.044? Address: 3158 Northside Drive _ Key West. FL 33040 STATE OF FLORIDA COUNTY OFM Jr'(JL- The foregoing instrument was acknowledged before me thi day of March, 2007, by Scott G. Oropeza, as the Managing Member of H-Try, LLC, a F r a i ited liability c rnpany, as the Manager of Overseas Redevelopment Company, LLC, a FI limited liability mpany, on behalf of the companies. )0otary Public �✓ ,/Print Name: My Commission Expires: Personally Known V (UK) Produced Identification ""' 16 fit/ 'IS of soft 870067v 4 *:at"+ C B WY�*� rtrrryoAlat Type of identification produced Doe9 1635228 MI 2283 PgN 983 CONSENT AND JOINDER For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the undersigned, the undersigned hereby consents to the foregoing Modification and Restatement of Mortgage and Security Agreement(Substitution of Leasehold in Lieu of Fee)and to the encumbrance thereby of the Real Property described in Exhibit"A"attached hereto. WITNESSES: Monroe County r Print Na o:'(j r f Print Name: Mario : Senna ro Title: f113 iT Address:cite(, w111-1Q ttiq . 5Yd.2/Lr / r-a he f n FL, b r svaoer.a DoeII 1835226 BkN 2283 P99 984 Print Name: •,/,6 nR 5 /? 72424J STATE OF FLORIDA COUNTY OF '1)e it aft-- The The foqregoing instrument was acknowledged before me this 72--day of March, 2007, by f1 lit f lC iJi 62-4.11al,7i 0 as the 111QE�Gf of Monroe County, on behalf of the Court TAMARA 111905TROMI J { —a. Noisy Public 5Mal Flalw l�— '• •' MyCamiolon bphs Jul 4,1W1 I �nidlc3__�'C f,tl.. ' ull' Co.miebut009iplyl�011 Notary Public / BaiOtENBr1aW ` Print Name: I anlc3ra L LJOdO1 rGo ) My Commission Expires: 7/y/7 cot) Personally Known `((OR) Produced Identification Type of identification produced (MJP;sm/13970-53) 18 870067v 4 Den 1835226 BkN 2283 PO 985 EXHIBIT "A" On the Island known as Stock Island and being block 38, containing 20 lots, according to GEORGE L. McDONALD'S Plat of a part of Stock Island recorded in Plat Book I, Page 55, Monroe County, Florida records. ALSO That portion of First Avenue lying and being between Block 38 and 39, GEORGE L. McDONALD'S Nat of a part of Stock Island recorded in disclaimed by Resolution No. 33-1973, Board of County Commissioners, recorded in Official Records Book 537, Page 937, of the Public Records of Monroe County, Florida. MONROE COUNTY OFFICIAL RECORDS 19 8100t7v 4 Deep 1635226 03/30/2007 4:34PM Filed I Recorded in Official Records of MONROE COUNTY DANNY L. KOLHRGE This Instrument Prepared By: Malcolm J. Pitchford, Esquire 03/30r3007 4:34PM INTANGIBLE TAX CL: AU $2,000 00 Abel, Band, Russell,Collier, MORTGAGE DOC STAMP CL: Pa f3,B00.00 Pitchford&Gordon,Chartered P.O. Box 49948 DocSarasota. FL 34230-6948 BKN 1635226 UN 2283 P96 967 MODIFICATION AND RESTATEMENT OF MORTGAGE AND SECURITY AGREEMENT AND LOAN DOCUMENTS (SUBSTITUTION OF LEASEHOLD IN LIEU OF FEE) This Mortgage is made this imhday of March, 2007, by and between Overseas Redevelopment Company, LLC, a Florida limited liability company ("Mortgagor"), and Branch Banking and Trust Company, a North Carolina banking corporation ("Mortgagee"), the address of which is 1010 Kennedy Drive, Suite 100, Key West, FL 33040. WITNESSETH: WHEREAS, Mortgagor is indebted to Mortgagee in the principal sum of$7,500,000.00 (the "Loan") together with interest thereon, as evidenced by (a) that certain commercial promissory note dated June 30, 2005 in the original principal amount of $6,500,000.00 and (b) that certain future advance commercial promissory note dated of even date herewith in the original principal amount of $1,000,000.00, executed by Mortgagor and delivered to Mortgagee (hereinafter collectively referred to as the "Notes"), which by reference is made a part hereof to the same extent as though set out in full herein; WHEREAS, in order to secure the indebtedness evidenced by the Notes, the Mortgagor executed and delivered to Mortgagee a Mortgage and Security Agreement dated the 30th day of June, 2005, which said Mortgage and Security Agreement was recorded in Official Records Book 2130, Page 1330, et seq. of the Public Records of Monroe County, Florida on July 7, 2005 (the "Fee Mortgage"); and WHEREAS, Mortgagor has heretofore or herewith executed and delivered to Mortgagee certain other documents, instruments or agreements evidencing and/or securing the Loan, including, but not limited to, a Loan Agreement (the "Loan Agreement") dated as of June 30, 2005 (said Loan Agreement and all other such additional documents, instruments or agreements may hereafter be collectively referred to as the"Loan Documents"); and WHEREAS, Mortgagor has, of even date herewith, sold, transferred and conveyed the real property described in the Fee Mortgage to Monroe County, and has, contemporaneously therewith, entered into a long term lease dated July 19, 2006 between Mortgagor as "Lessee" and Monroe County as"Lessor" pertaining to the lease and demise of the real property described in the aforesaid Fee Mortgage. The long term lease referred to herein shall be hereafter referred to as the "Lease" 870067ci Doe9 1635226 Bklt 2283 PO 968 and the interests of Mortgagor thereunder shall be herein referred to collectively as the "Leasehold Estate;"and WHEREAS, Mortgagor has requested that the Mortgagee accept a substitution of the Leasehold Estate held by Mortgagor in lieu of the Fee Estate pledged as security for the Notes as evidenced by the Fee Mortgage and Mortgagee is agreeable thereto. NOW, THEREFORE, to continue to secure the performance by Borrower of all covenants and conditions in the Notes and to secure the performance by Mortgagor of all covenants and conditions in this Leasehold Mortgage and in all other instruments securing the Notes,and in order to charge the properties, interests and rights hereinafter described with such payment and performance and to secure additional advances, renewals, extensions and modifications thereof and for and in consideration of the sum of Ten and No/100 Dollars ($10.00), and other good and valuable considerations, receipt whereof is hereby acknowledged, does hereby grant, bargain, sell, alien, remise,release, convey,confirm and mortgage unto the said Mortgagee: All of Mortgagor's right, title and interest in, to and under that unrecorded Long-Term Ground Lease Agreement dated as of July 19, 2006, between Mortgagor, as "Lessee," and Monroe County as "Lessor," pertaining to the lease and demise of that certain property located in Monroe County, Florida, described in Exhibit"A"attached hereto(the"Real Property"). TOGETHER with the following described property: (A) All rights and benefits of whatsoever nature derived or to be derived by the Mortgagor under or by virtue of the Lease of any portion of the Real Property, including, without limitation,the right to exercise options, to renew the Lease or, if applicable,to purchase the fee interest in and to the said Real Property, give consents, receive monies, terminate, cancel, modify, change, supplement, alter or amend the Lease, and any such termination, cancellation, modification, change, supplement, alteration or amendment of the Lease without the prior written consent thereto by the Mortgagee shall be void and of no force and effect. So long as there is no default or event of default under the Notes, the Lease, this Mortgage or any other document, instrument or agreement executed and delivered in connection therewith,the Mortgagee shall no right to terminate, cancel, modify,change, supplement,alter or amend the Lease; (B) All of the Mortgagor's rights and remedies at any time arising under or pursuant to Subsection 365(h) of the United States Bankruptcy Code (the "Bankruptcy Code"), I I USC 365(h), including, without limitation, all of the Mortgagor's rights to remain in possession of the Real Property. (C) All subleases of the Real Property or any part thereof now or hereafter entered into by the Mortgagor,and all rights and benefits derived or to be derived by the Mortgagor therefrom; (D) All rents, income, issues and profits of the fee and/or Leasehold Estate in the Real Property encumbered hereby; and 2 87006n.a Doers 1635226 Bk6 2283 PO 969 (E) All right, title and interest of the Mortgagor in and to all and singular the tenements, hereditaments, leasehold or fee estate at any time belonging or in any wise appertaining thereto, and all right, title and interest of the Mortgagor in and to any streets, ways, alleys, gores or strips of land adjoining the Real Property or any part thereof; (F) All right, title and interest of Mortgagor in and to all buildings, structures and other improvements now or hereafter located on, above or below the surface of the Real Property, or any part or parcel thereof; (G) All rights, title and interest of Mortgagor in and to the minerals, soil, flowers, shrubs, crops, trees, timber and other emblements now or hereafter on the Real Property or under or above the same or any part of parcel thereof; and (H) All and singular tenements, hereditaments, easements, riparian and littoral rights, and appurtenances thereunto belonging or in any wise appertaining, whether now owned or hereafter acquired by Mortgagor, and including all parking easements or agreements and rights of ingress and egress to and from any adjoining or other property benefitting the Real Property (whether such rights now exist or subsequently arise) together with the reversion or reversions, remainder or remainders, rents issues and profits thereof; and also all the estate, right, title, interest, homestead, dower, right of dower, elective share, separate estate property, possession, claim and demand whatsoever of Mortgagor of, in and to the same and of, in and to every part and parcel thereof; (I) All machinery, apparatus, equipment, fittings, fixtures, whether actually or constructively attached to said property and including all trade, domestic and ornamental fixtures, and articles of nersonat property of every kind and nature whatsoever(hereinafter collectively called "Equipment"), now or hereafter located in, upon or under the Real Property or any part thereof and used or usable in connection with any present or future operation of the Real Property and now owned or hereafter acquired by Mortgagor; together with all additions and accessions thereto and replacements thereof (Mortgagor hereby agreeing with respect to all additions and replacements to execute and deliver from time to time such further instruments as may be requested by Mortgagee to confirm the conveyance, transfer and assignment of the foregoing); (J) All of the water, sanitary and storm sewer systems now or hereafter owned by the Mortgagor which are now or hereafter located by, over, and upon the Real Property hereinbefore described, or any part and parcel thereof, and which water system includes all water mains, service laterals, hydrants, valves and appurtenances, and which sewer system includes all sanitary sewer lines, including mains, laterals,manholes and appurtenances; (K) All paving for streets, roads, walkways or entrance ways now or hereafter owned by Mortgagor and which are now or hereafter located on the Real Property hereinbefore described or any part or parcel thereof; (L) All rents, royalties, issues, profits, revenue, income and other benefits from the property encumbered by this instrument to be applied against the indebtedness and other sums 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 and other benefits as they become due and payable but not in advance thereof. The foregoing 3 870067v 4 Deal 1635226 Bka 2283 PO 970 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 thereunder, to all rents, royalties, issues, profits, revenue, income and other benefits from the property encumbered by this instrument whether or not Mortgagee takes possession of the property. Upon any such default hereunder, the permission hereby given to Mortgagor to collect such rents, royalties, issues, profits, revenue, income and other benefits from the encumbered property shall terminate and such permission shall not be reinstated upon a cure of the default without Mortgagee's specific consent. The exercise of any rights under this paragraph by Mortgagee or the application of any such rents, royalties, issues, profits, revenue, income or other benefits to the indebtedness and other sums secured hereby, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or any such notice, but shall be cumulative of all other rights and remedies; This instrument constitutes an absolute and present assignment of the rents, royalties, issues, profits, revenue, income and other benefits from the Real Property, subject, however,to the condition permission given to Mortgagor to collect, receive, take, use and enjoy the same as provided hereinabove; provided, further, that the existence or exercise of such right of Mortgagor shall not operate to subordinate this assignment to any subsequent assignment, in whole or in part, by Mortgagor, and any such subsequent assignment by Mortgagor shall be subject to the rights of Mortgagee hereunder; (M) AU right,title and interest of Mortgagor in and to any and all subleases now or hereafter on or affecting the property encumbered by this instrument together with all security therefore and all monies payable thereunder, subject, however, to the conditional permission hereinabove given to Mortgagor to collect the rentals under any such lease. 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 fully perform all obligations of the lessor under all such leases. 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 instrument in writing in such form as may be approved by Mortgagee all right, title and interest of Mortgagor in and to any and all leases now or hereafter on or affecting the Real Property,together with all security therefore and all monies payable thereunder, subject to the conditional permission hereinabove given to Mortgagor to collect the rentals under any such lease. Mortgagor shall also execute and deliver to Mortgagee any notification, financing statement or other document reasonably required by Mortgagee to perfect the foregoing assignment as to any such lease; (N) All awards or payments, including interest thereon,and the right to receive the same,as a result of(i) the exercise of the right of imminent domain, or (ii) any other injury to, taking of, or decrease in the value of the property encumbered by this instrument to the extent of all amounts which may be secured by this Mortgage at the date of receipt of any such award or payment by Mortgagee and of the reasonable attorneys' fees, costs and disbursements incurred by Mortgagee in connection with the collection of such award or payment; (0) All of the right, title and interest of the Mortgagor in and to all unearned premiums accrued, accruing or to accrue under any and all insurance policies now or hereafter provided pursuant to the terms of this Mortgage, and all proceeds or sums payable for the loss of or damage to 4 S7006T.4 Deep 1635226 Bk9 2283 P99 971 (a) any property encumbered hereby, or (b) rents, revenues, income, profits or proceeds from leases, franchises, concessions or license of or on any part of the property encumbered by this instrument. (P) All rights of the Mortgagor to any contracts relating to the Real Property such as, but not limited to, all contracts with any general contractors with regard to improvements constructed or to be constructed on the Real Property, engineer contracts, architects contracts, marketing and management contracts, and to any engineering, architectural and other plans, drawings and specifications in connection therewith. (Q) All accounts receivable and general intangibles rights of the Mortgagor regarding the Real Property such as, but not limited to, all impact fee credits, sewer and water fee credits, sewer and water rights, and development rights, including, but not limited to (i) rights regarding concurrency and the right to develop said Real Property;and (ii) 32 transferable ROGO rights and 49 affordable ROGO rights appurtenant to, or benefiting the Real Property. (R) All of Mortgagor's rights under any payment bonds and/or performance bonds regarding any development and/or construction on the Real Property. (S) All of Mortgagor's rights in any construction and other materials stored on the Real Property or elsewhere. The Real Property and everything referred to in Paragraphs (A) through (S) hereof and any additional property hereafter acquired by Mortgagor and subject to the lien of this Mortgage or any part of these properties is herein referred to as the"Mortgaged Property". CONDITIONED, HOWEVER, that if the maker of the Notes hereafter described shall pay or cause to be paid to Mortgagee,at its office and principal place of business in Key West, Florida,or at such other place which may hereafter be designated by Mortgagee, its or their successors or assigns, with interest, the principal sum of $7,500,000.00 as stated in the Notes executed of even date herewith, as well as all future advances and all other sums, indebtedness, obligations and liabilities for which this instrument is security (the "Secured Indebtedness"), and if the Mortgagor shall also fully perform all the covenants, conditions and terms of this Mortgage, then these presents shall be void, otherwise to remain in full force and effect. REPRESENTATIONS AND WARRANTIES: (I)The Mortgagor represents and warrants to the Mortgagee that the Mortgagor has good and marketable title to the Leasehold Estate in the Real Property (as identified herein) and all improvements located or to be located thereon and has all right,title and interest in all other property constituting a part of the Mortgaged Property, in each case free and clear of all liens and encumbrances and that the Mortgagor has the right and authority to convey and encumber its interests in the Mortgaged Property, without violating or causing a default under the Lease or under any other agreement, instrument or document affecting the Real Property or any portion thereof. This Mortgage is a valid and enforceable first lien on the Mortgagor's Leasehold Estate in the Mortgaged Property and the Mortgagee shall, subject to the Mortgagor's right of possession prior to an Event of Default, quietly enjoy and possess the Mortgaged Property. The Mortgagor shall 5 870067v.4 Doers 1535225 Bk9 2283 P99 972 preserve such title as it warrants herein and the validity and priority of the lien hereof and shall forever warrant and defend the same to the Mortgagee against the claims of all persons. (2) The Mortgagor represents and warrants that the Lease is a valid and subsisting lease of the Real Property for the term therein set forth (which said term is initially for a period of thirty-three (33) years for two (2) consecutive, automatic renewal periods of thirty-three (33) years each thereafter) and are in full force and effect in accordance with the temrs thereof and has not been modified and there are no existing defaults by the Lessor or by the Mortgagor thereunder; and the Mortgagor is the owner and holder of the Lease,and has the right and authority to mortgage the same to the Mortgagee hereunder without the need to obtain the consent of any person, including the Lessor or, if needed, such consent has been obtained. (3) The Mortgagor warrants and represents that the Mortgagor has complied, and shall hereafter comply, with all valid laws, rules, ordinances and regulations of the federal, state and local government, and all agencies and subdivisions thereof which laws, rules, ordinances,and regulations apply or relate to the Mortgaged Property, the development,construction and improvements existing or contemplated thereon or as a part thereof, and the use, lease, sale or other disposition of the Mortgaged Property or portion thereof, or the improvements now or hereafter located thereon or a part thereof, including but not limited to all such laws, rules, ordinances, and regulations regarding land use,zoning,building,subdivision,environment,OSHA,ADA, pollution and sales practices. COVENANTS: I. Compliance with Lease. The Mortgagor will at all times fully perform and comply with all of the agreements,covenants,terms and conditions imposed upon or assumed by the Mortgagor as tenant under the Lease and, if Mortgagor shall fail to do so, the Mortgagee may (but shall not be obligated to) take any action the Mortgagee deems necessary or desirable to prevent or to cure any default by the Mortgagor in the performance of or compliance with any of the Mortgagor's covenants or obligations under the Lease. Upon receipt by the Mortgagee of any notice of default under the Lease, from the Lessor (which such term shall be deemed to collectively refer to the Lessor(s) identified in the Lease and to their successors and/or assigns) or from the Mortgagor, as aforesaid, the Mortgagee may rely thereon and take any action to cure such default even though the existence or nature of such default shall be questioned or denied by the Mortgagor or by any party on behalf of the Mortgagor. The Mortgagor hereby expressly grants to the Mortgagee and agrees that the Mortgagee shall have the absolute and immediate right to enter in and upon the Real Property or any part thereof to such extent and as often as the Mortgagee, in its sole discretion, deems necessary or desirable in order to prevent or to cure any such default by the Mortgagor or to take any requested or required action or to inspect the Real Property. The Mortgagee may pay and expend such sums of money as the Mortgagee in its sole discretion deems necessary for any such purpose, and the Mortgagor hereby agrees to pay to the Mortgagee, immediately and without demand, all such sums so paid and expended by the Mortgagee, together with interest thereon from the date of each such payment at the Default Rate (as defined in the Notes). All sums so paid and expended by the Mortgagee, and the interest thereon, shall be added to and be secured by the lien of this Mortgage. Mortgagor further agrees that it shall, contemporaneously with the execution of this Mortgage, deposit with Mortgagee a sum equal to one (I) year's yearly rental amounts required to be paid pursuant to the provisions of the Lease, as determined by Mortgagee (the "Rent Reserve 6 870067v 4 Doel 1635226 Skit 2283 Pgl 973 Account"). Mortgagee shall have the right, but not the obligation, to disburse funds from the Rent Reserve Account in payment of the monthly rental payments required to be paid pursuant to the Lease, as the same shall become due. Upon demand by Mortgagee, Mortgagor shall deliver to Mortgagee such additional monies as are necessary to make up any deficiencies in the amounts which may be necessary to enable Mortgagee to pay such rental payments when due. Commencing on the first day of the I Ith month after the date hereof, and continuing on the same day of each one (I) year period during the term of the Notes, the Mortgagee shall deposit into the Rent Reserve Account a sum sufficient to pay the rental payments required to be paid pursuant to the provisions of the Lease for a one (I) year period, as determined by the Mortgagee. Notwithstanding anything herein to the contrary, Mortgagor shall at all times be primarily responsible for the payment of rental payments under the said Lease and the failure of the Mortgagee to disburse funds from the Rent Reserve Account in payment of the monthly rental payments under the Lease shall in no wise impose any liability upon the Mortgagee and the Mortgagor does hereby specifically release and discharge the Mortgagee, its successors and assigns, agents, employees, attorneys, officers and directors, from any and all liability, claims, demands or causes of action whatsoever arising out of or in connection with Mortgagee's failure to disburse rent reserve funds in payment of rental payments under the Lease. 2. No Merger. So long as any portion of the Secured Indebtedness shall remain unpaid,and unless the Mortgagee shall otherwise consent,the fee title to the Real Property and the improvements thereon and the Mortgagor's Leasehold Estate shall not merge, but shall always be kept separate and distinct, notwithstanding the union of such estates in the Mortgagor or in any other person, by purchase, operation of law or otherwise. If the Mortgagee shall acquire the fee title to the Real Property and the Mortgagor's Leasehold Estate under the Lease by foreclosure of this Mortgage or otherwise, such estates shall not merge as a result of such acquisition and shall remain separate and distinct for all purposes after such acquisition unless and until the Mortgagee shall elect to merge such estates by a writing evidencing such election. If the Mortgagor's Leasehold Estate and fee estate merge at any time before payment in full of the Secured Indebtedness, the lien of this Mortgage shall immediately and without the need for further documentation attach, extend to,cover and be a lien upon such fee title or other greater estate. The Mortgagor upon request will confirm same by documentation satisfactory to the Mortgagee. 3. No Lease Termination. The Mortgagor will not surrender the Leasehold Estate, nor terminate or cancel the Lease, and will not, without the express written consent of the Mortgagee, modify,change, supplement,alter or amend the Lease either orally or in writing. 4. Mortgage Obligations. No release or forbearance of any of the Mortgagor's obligations under the Lease, pursuant to the Lease or otherwise, shall release the Mortgagor from any of its obligations under this Mortgage, including its obligations with respect to the payment of rent as provided for in the Lease and the performance of all of the terms, provisions, covenants, conditions and agreements contained in the Lease, to be kept, performed and complied with by the Mortgagor therein. 5. Lease Notices. The Mortgagor shall give prompt notice to the Mortgagee of the receipt by the Mortgagor of(i) any notice of the intention of the Lessor or the holder of any mortgage of or other interest in the fee of the Real Property (collectively, a "Superior Instrument") to exercise any remedy under the Lease or a Superior Instrument,or(ii)any notice, summons or legal process which 7 870067v4 Doc p 1635226 Bkp 2283 POI 974 may affect the Lease or which may affect either the Mortgagor's or the Mortgagee's interests in or possession of the Real Property or any part thereof, or which relates to any payment, act or thing, which is required by this Mortgage, the Lease, or a Superior Instrument to be paid, done or performed. The Mortgagor acknowledges that an Event of Default by Lessor under a Superior Instrument shall, at the Mortgagee's option, constitute an Event of Default hereunder. The Mortgagor shall not consent to the subordination of the Lease to any Superior Instrument without the prior written consent of the Mortgagee. The Mortgagor will furnish to the Mortgagee,promptly upon request, any and all information concerning the performance by the Mortgagor of its obligations under the Lease and any and all information which the Mortgagor has concerning a Superior Instrument,and shall permit the Mortgagee or its agents at all reasonable times to make investigation or examination concerning such performance and information. The Mortgagor will take all reasonable steps, including legal proceedings, to protect its own right, title and interest in any of the Real Property and to enable the Mortgagee to defend its interest therein. 6. Estoppel. The Mortgagor shall, within ten (10) days of request by the Mortgagee, obtain from the Lessor such certificates of estoppel with respect to compliance by the Mortgagor with the terms of the Lease as may be requested by the Mortgagee. 7. Lease Renewal. The Mortgagor shall exercise each individual option, if any, to extend or renew the term of the Lease upon demand by the Mortgagee made at any time within one (I)year of the last day upon which any such option may be exercised, and the Mortgagor hereby expressly authorizes and appoints the Mortgagee as the Mortgagor's attorney-in-fact to exercise, either jointly or individually, any such option in the name of and upon behalf of the Mortgagor, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. 8. Bankruptcy. The Mortgagor shall not, without the Mortgagee's prior written consent, elect to treat the Lease as terminated under Subsection 365(h)(a) of the Bankruptcy Code and any such election made without the Mortgagee's prior written consent shall be void. If there shall be filed by or against the Mortgagor a petition under the Bankruptcy Code and the Mortgagor, as lessee under the Lease, shall determine to reject the Lease (or either of them) pursuant to Section 365(a) of the Bankruptcy Code, the Mortgagor shall give the Mortgagee not less than twenty (20) days prior notice of the date on which the Mortgagor shall apply to the Bankruptcy Court for authority to reject the Lease (or either of them). The Mortgagee shall have the right, but not the obligation, to serve upon the Mortgagor within such twenty (20) day period a notice stating that (i) the Mortgagee demands that the Mortgagor assume and assign the Lease to the Mortgagee pursuant to Section 365 of the Bankruptcy Code; (ii) the Mortgagee may, in its discretion and if deemed prudent by the Mortgagee, cure or provide adequate assurance of prompt cure of all defaults and provide adequate assurance of future performance under the Lease, If the Mortgagee serves upon the Mortgagor the notice described in the preceding sentence, the Mortgagor shall not seek to reject the Lease (or either of them) and shall comply with the demand provided for in clause (i) of the preceding sentence within thirty (30) days after the notice shall have been given; and (ii) without limitation, if any action, proceeding, motion or notice shall be commenced or filed in respect to the Lease of the Mortgaged Property in connection with any case under the Bankruptcy Code the Mortgagee shall have the option, to the exclusion of the Mortgagor, exercisable upon notice from the Mortgagee to the Mortgagor, to conduct and control any such litigation with counsel of the Mortgagee's choice. The Mortgagee may proceed in its own name or in the name of the Mortgagor in connection with any such litigation, and the Mortgagor agrees to execute any and all powers, authorizations, consents and 8 B70067v4 Doc 1635228 Bkrt 2283 P9C 975 other documents required by the Mortgagee in connection therewith. The Mortgagor shall, upon demand, pay to the Mortgagee all costs and expenses (including attorneys' fees) paid or incurred by the Mortgagee in connection with the prosecution or conduct of any such proceedings. Any such costs or expenses not paid by the Mortgagor as aforesaid shall be secured by the lien of this mortgage and shall be added to the principal amount of the indebtedness secured hereby. The Mortgagor shall not commence any action, suit, proceeding or case, or file any application or make any motion, in respect of the Lease or with respect to the Mortgagor's fee ownership interest in any portion of the Mortgage Property in any such case under the Bankruptcy Code without the prior written consent of the Mortgagee. 9. No Pledge or Encumbrance. The Mortgagor shall not (a) execute an assignment of pledge of leases, rents and profits, with respect to the Mortgaged Property other than in favor of the Mortgagee; (b) accept any prepayment of an installment of any rents with respect to the Mortgaged Property prior to the due date of such installment; or (c) enter into or amend any of the terms of any of the Lease without the Mortgagee's prior written consent. Any and all Lease or subleases of all or any part of the Real Property shall be subject in all respects to the Mortgagee's prior written consent, shall be subordinated to this Mortgage and to the Mortgagee's rights and, together with any and all rents, issues or profits relating thereto, shall be assigned at the time of execution to the Mortgagee as additional collateral security for the indebtedness secured hereby, all in such form, substance and detail as is satisfactory to the Mortgagee in its sole discretion. 10. Compliance. Mortgagor shall do any and all acts and to execute any and all documents which in the reasonable opinion of the Mortgagee may be necessary or desirable to preserve any rights of the Mortgagor in, to or under the Lease, or any occupancy lease, license or concession, including, without limitation, the right (but not the obligation)to cure any defaults of the Mortgagor as tenant under the Lease, preserve any rights of the Mortgagor whatsoever in respect of any part of the Real Property or to execute an extension or renewal of the Lease as hereinafter set forth. I I. Legal Requirements. Promptly comply with and conform to all present and future laws, statutes, codes, ordinances, orders and regulations and all covenants, restrictions and conditions which may be applicable to the Mortgagor or to any of the Mortgaged Property, including but not limited to the Lease (the "Legal Requirements"). Within five (5) days after learning of any default by any party under the Lease or under any subleases of any portion of the Mortgaged Property, the Mortgagor shall notify the Mortgagee of such default. 12. Impositions. Before interest or penalties are due thereon and otherwise when due,the Mortgagor shall pay all taxes of every kind and nature, all rents and other amounts due from the Mortgagor by virtue of its fee ownership of any Portion of the Mortgaged Property or under the Lease, all charges for any easement or agreement maintained for the benefit of any of the Mortgaged Property, all general and special assessments (including any condominium or planned unit development assessments, if any), levies, permits, inspection and license fees, all water and sewer rents and charges, and all other charges and liens, whether of a like or different nature, imposed upon or assessed against the Mortgagor of any of the Mortgaged Property (the "Impositions"). Within thirty (30) days after the payment of any Imposition, the Mortgagor shall deliver to the Mortgagee evidence acceptable to the Mortgagee's taking title to the Mortgaged Property through foreclosure, deed-in-lieu or otherwise. 9 87DO67.4 Deep 1635226 6101 2283 PO 976 13. Sublease Provisions. The Mortgagor covenants that it will cause each sublease or license granted in respect to the Mortgaged Property to contain a clause whereby the sublessee or licensee thereunder agrees that upon an Event of Default occurring hereunder and upon demand by the Mortgagee it will attom to or become a tenant or licensee of the Mortgagee, or of any purchaser from the Mortgagee in the event of the sale of the Mortgaged Property pursuant to foreclosure proceedings for the then unexpired balance of the term of, and upon all the terms and conditions of, such sublease or license. 14. Advance Payments. The Mortgagor will not without the consent of the Mortgagee accept or require payment of any of the rents or other monies payable to the Mortgagor under any sublease or license granted in respect of the Mortgaged Property more than one(1) month in advance of the due date for payment thereof, or (excepting payment of arrears) in an amount referable to a period exceeding one (I) month,provided that the Mortgagor may require prepayment of such rent or other monies by way of security for performance of the sublessee's or licensee's covenants under a sublease or license if the amount of such prepayment is promptly paid over to the Mortgagee to be held by the Mortgagee as part of the Mortgaged Property. 15. Payment of Monies. That the said Mortgagor shall pay all and singular the principal and interest and other sums of money payable according to the tenor of said Notes and this Mortgage, and of any other Secured Indebtedness according to its terms. 16. Taxes and Assessments. Mortgagor shall pay all the taxes, assessments, levies, liabilities, obligations and encumbrances of every nature now on the Mortgaged Property or that hereafter may be imposed, levied or assessed upon this Mortgage or the Mortgaged Property or upon the indebtedness secured hereby. All such payments to be made when due and payable according to law before they become delinquent and before any interest attaches or any penalty is incurred. Insofar as any indebtedness is of record the same shall be promptly satisfied and evidence of such satisfaction shall be given to Mortgagee. Mortgagee shall deposit with Mortgagee on the first day of each month, in addition to making payments of principal and interest, until the Notes is fully paid,an amount equal to one-twelfth (1/12) of the annual taxes and assessments, including but not limited to condominium and homeowner association assessments, payable with respect to the Mortgaged Property. Such deposits 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 by Mortgagee, Mortgagor shall deliver to Mortgagee such additional monies as are necessary to make up any deficiencies in the amounts necessary to enable Mortgagee to pay such taxes and assessments when due. In the event of default under any of the terms, covenants and conditions in the Notes, this Mortgage or any other instrument securing the Notes to be performed or observed by Mortgagor, Mortgagee may apply to the reduction of the sums secured hereby, in such manner as Mortgagee shall determine, any amount under this paragraph remaining to Mortgagor's credit. Mortgagor agrees that, contemporaneously with the execution of this Mortgage, Mortgagor shall deposit with Mortgagee a sum deemed by Mortgagee to be equal to two (2) months ad valorem real property taxes (based upon the most recent ad valorem real property tax bill issued for the Mortgaged Property)(the "Tax Reserve"). The Mortgagee shall have the right to disburse funds from the Tax Reserve in payment of ad valorem real property taxes assessed against the Mortgaged Property as and when the same become due. Commencing on the first day of the eleventh (I 1111) month after the date hereof, and continuing on the same day of each one (I) year period during the term of the Notes, the Mortgagee shall continue to deposit a sum deemed by Mortgagee to be equal to two (2) months ad 10 870067v 4 DOCK 1835228 8kn 2283 PO 977 valorem real property taxes into the Tax Reserve. Notwithstanding anything herein to the contrary, Mortgagor shall at all times be primarily responsible for the payment of the ad valorem real property taxes under the said Lease and the failure of the Mortgagee to disburse funds from the Tax Reserve in payment of the ad valorem real property taxes under the Lease shall in no wise impose any liability upon the Mortgagee and the Mortgagor does hereby specifically release and discharge the Mortgagee, its successors and assigns, agents, employees, attorneys, officers and directors, from any and all liability, claims, demands or causes of action whatsoever arising out of or in connection with Mortgagee's failure to disburse tax reserve funds in payment of ad valorem real property taxes under the Lease. 17. Waste. That the Mortgagor will permit, commit or suffer no waste, impairment or deterioration of said Mortgaged Property and will keep and maintain all improvements now or hereafter on the land in sound condition and good repair; land excavation, clearing and improvement related to subdividing the real property shall not be considered waste as provided herein. Should said Mortgagor fail to make such necessary repairs, then said Mortgagee may, at its option, make such repairs or remedy any waste, and any such sums expended by said Mortgagee shall be immediately due and payable and shall bear interest at the maximum legal rate and shall be secured by the lien hereof. 18. Insurance. Mortgagor shall keep the Mortgaged Property and the improvements now existing or hereafter erected on the Mortgaged Property insured as may be required from time to time by Mortgagee against loss by fire, other hazards and contingencies (including flood hazards and related occurrences in the event any portion of the Mortgaged Property is located in a flood hazard area as may be identified from time to time) in such amounts and for such periods as may be required by-Mortgagee. Mortgagor shall pay promptly, when due, any premiums on such insurance. All insurance shall be carried with companies approved by Mortgagee and the policy and renewals thereof shall be held by Mortgagee and have attached thereto loss payable clauses in favor and in form acceptable to Mortgagee, In the event of loss, Mortgagor shall give immediate notice by mail to Mortgagee and Mortgagee may make proof of loss if not made promptly by Mortgagor. Each insurance company concerned is hereby authorized and directed to make payments for such loss directly to Mortgagee instead of either to Mortgagor or Mortgagor and Mortgagee jointly. Insurance proceeds or any part thereof may be applied by Mortgagee at its option,after deducting therefrom all its expenses including attomey's fees,either to the reduction of the indebtedness hereby secured or to the restoration or repair of the property damaged. Mortgagee is hereby authorized, at its option, to settle and compromise any claims, awards, damages, rights of action and proceeds, and any other payment or relief under any insurance policy. In the event of foreclosure of this Mortgage or other transfer of title 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. Mortgagee shall deposit with Mortgagee on the first day of each month, in addition to making payments of principal and interest, until the Notes are fully paid,an amount equal to one-twelfth (1/12) of the yearly premiums for all insurance. Such deposits 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 by Mortgagee, Mortgagor shall deliver to Mortgagee such additional monies as are necessary to make up any deficiencies in the amounts necessary to enable Mortgagee to pay such premiums when due. In the event of default under any of the terms, covenants and conditions in the Notes, this Mortgage or any other instrument securing the Notes to be performed or observed by Mortgagor. Mortgagee may apply to the reduction of the sums 11 87CC6)v 4 Back 1635226 Bkn 2283 PO 975 secured hereby, in such manner as Mortgagee shall determine, any amount under this paragraph remaining to Mortgagor's credit and any return premium received from cancellation of any insurance policy by Mortgagee upon foreclosure of this Mortgage. 19. Condemnation. If the Mortgaged Property or any part thereof shall be damaged or taken through condemnation (which term when used herein shall include any damage or taking by any governmental authority or any other authority authorized by the laws of the State of Florida or the United States of America to so damage or take and any transfer by private sale in lieu thereof), either temporarily or permanently,the entire indebtedness and other sums secured hereby shall,at the option of Mortgagee, become immediately due and payable. Mortgagee shall be entitled to all compensations, awards, damages, claims, rights of action and proceeds of, or on account of any damage or taking through condemnation 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, and to settle or compromise any claim in connection therewith. All such compensations, awards, damages, claims, rights of action and proceeds, and any other payments or relief, and the right thereto, are hereby assigned by Mortgagor to Mortgagee and Mortgagee after deducting therefrom all its expenses including attorney's 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 provided in the Notes,this Mortgage or any other instrument securing the Notes. 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. --- -----1T IS FURTHER AGREED that if any of the Mortgaged Property herein described is of a nature so that a security interest therein can be perfected under the Uniform Commercial Code, this instrument shall constitute a Security Agreement and Mortgagor agrees, if requested by Mortgagee, to join with the Mortgagee in the execution of any financing statements and to execute any other instruments that may be required for the perfection of any renewal of such security interest under the Uniform Commercial Code. In regard thereto, the Mortgagee shall have, as additional and cumulative rights and remedies,all of the rights and remedies provided in said Uniform Commercial Code. This Mortgage is also given as security for any and all other sums, indebtedness, obligations and liabilities of any and every kind now or hereafter, during the term hereof, owing and to become due from the Mortgagor to the Mortgagee or to the holder of the Notes, or to the assignees thereof, howsoever created, incurred, evidenced,acquired or arising, whether under the Notes, this Mortgage, or any other instrument, obligations, contracts, or agreements or dealings of any and every kind now or hereafter existing or entered into between the Mortgagor and the Mortgagee, or otherwise, as amended or modified or supplemented from time to time, and whether direct, indirect, primary, secondary, fixed or contingent, and any and all renewals, modifications or extensions of any or all of the foregoing. It is agreed that any additional sum or sums advanced from the then holder of the Notes secured hereby to or for the benefit of Mortgagor, whether such advances are obligatory or are made at the option of Mortgagee, or otherwise, at any time within twenty (20) years from the date of this Mortgage, with interest thereon at the rate agreed upon at the time of each additional loan or advance, 12 870067v.4 Deco 1635226 Bkf 2283 PO 979 shall be equally secured with and have the same priority as the original indebtedness and be subject to all of the terms and provisions of this Mortgage, whether or not such additional loan or advance is evidenced by a promissory note of the Mortgagor and whether or not identified by a recital that it is secured by this Mortgage; provided that the aggregate amount of principal outstanding and so secured at any one time shall not exceed the sum of twice the face amount of the Notes referred to hereinabove, plus interest and disbursements made for the payment of taxes, levies or insurance on the property covered by this Mortgage with interest on such disbursements, and provided further that it is understood and agreed that this future advance provision shall not be construed to obligate the Mortgagee to make any such additional loans or advances. Any reference hereafter to the Notes shall include any promissory note or other instrument evidencing such future advance. It is the intent hereof to secure payment of the aforesaid Notes and Secured Indebtedness whether the entire amount shall have been advanced to the Mortgagor at the date hereof, or at a later date, and to secure any other amount or amounts that may be added to the mortgage indebtedness under the terms of this instrument, the entire Secured Indebtedness being equally secured with and having the same priority as any amounts advanced at the date hereof. 20. Financial Requirements. Mortgagor shall furnish annual financial statements to the Mortgagee during the term of the Notes, together with copies of its federal income tax returns, inclusive of all schedules thereto. All tax returns to be provided pursuant to the provisions hereof shall be furnished to Lender within thirty (30) days after filing of the same with the Internal Revenue Service. All financial statements to be furnished pursuant to the provisions of this paragraph shall be certified to Mortgagee and must be in form and content satisfactory to Mortgagee. Mortgagor shall keep, and cause to be kept, adequate records and books of account, in which complete entries were made in accordance with generally accepted accounting practices (GAAP) consistently applied, reflecting all financial transactions of Mortgagor during the term of the Notes secured hereby. 21. Event of Default. Any one of the following shall constitute an event of default: (A) Failure by Mortgagor or any other obligor thereon to pay, as and when due and payable, any portion of the Secured Indebtedness, any installments of principal or interest due under the Notes, or any deposits for taxes and assessments or insurance premiums due hereunder, or any other sums to be paid by Mortgagor or any such other obligor hereunder or under any other instrument securing the Notes. (B) Failure by Mortgagor or any such other obligor to duly keep, perform and observe any other covenant, condition or agreement in the Notes, this Mortgage, the Lease, or any other instrument securing the Notes or any other instrument collateral to the Notes or executed in connection with the sums secured hereby for a period of ten (10) days after Mortgagee gives written notice specifying the breach. (C) If either Mortgagor or any guarantor or endorser of the Notes: (i) files a voluntary petition in bankruptcy, (ii) dies or is adjudicated incompetent, a bankrupt or insolvent; or (iii) files any petition or answer seeking or acquiescing in any reorganization, management, composition, readjustment, liquidation, dissolution or similar relief for itself under any law relating to bankruptcy, insolvency or other relief for debtors,or(iv)seeks or consents to or acquiesces in the appointment of any trustee, receiver, master or liquidator of itself or of all or any substantial part of the Mortgaged 13 870067v.4 Doep 1635226 Bku 2283 PO 980 Property or of any or all of the rents, revenues, issues, earnings, profits or income thereof, or (v) makes any general assignment for the benefit of creditors, or(vi) makes any admission in writing of its inability to pay its debts generally as they become due; or (vii) a court of competent jurisdiction enters an order,judgment or decree approving a petition filed against Mortgagor or any guarantor or endorser of the Notes, seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future federal, state, or other statute, law or regulation relating to bankruptcy, insolvency or other relief for debtors,which order,judgment or decree remains unvacated and unstayed for an aggregate of sixty (60) days whether or not consecutive from the date of entry thereof;or(viii)any trustee, receiver or liquidator of Mortgagor of all or any substantial part of the Mortgaged Property or of any or all of the rents, revenues, issues, earnings, profits or income thereof, is appointed without the prior written consent of Mortgagee, which appointment shall remain unvacated and unstayed for an aggregate of sixty (60) days whether or not consecutive. (D) Any breach of any warranty or material untruth of any representation of Mortgagor contained in the Notes,this Mortgage or any other instrument securing the Notes. (6) The occurrence of any default under the terms of any mortgage or other security instrument which creates a lien or other security interest on or in the Mortgaged Property. 22. Acceleration. If an event of default shall have occurred, Mortgagee may declare the outstanding principal amount of the Notes and the interest accrued thereon, and all other sums secured hereby, to be due and payable immediately. Upon such declaration such principal and interest and other sums shall immediately be due and payable without demand or notice. 23. Remedies after Default. Upon an event of default, Mortgagee may proceed by suit or suits at law or in equity or by any other appropriate proceeding or remedy to: (a) enforce payment of the Notes or the performance of any term hereof or any other right; (b) foreclose this Mortgage and to sell, as an entirety or in separate lots or parcels, Mortgagor's Leasehold Estate in the Mortgaged Property under the judgment or decree of a court or courts of competent jurisdiction; (c) collect all rents, issues, profits, revenue, income and other benefits from the Mortgaged Property; (d) appoint a receiver to enter upon and take possession of the Mortgaged Property and to collect all rents, issues. profits, revenue, income, and other benefits thereof and apply the same as a court may direct and such receiver shall have all rights and powers permitted under law; and (e) pursue any other remedy available to it including, but not limited to taking possession of the Mortgaged Property without notice or hearing to Mortgagor. Mortgagee shall take action either by such proceedings or by the exercise of its power with respect to entry or taking possession, or both, as Mortgagee may determine. 24. No Waiver. No delay or omission of Mortgagee or of any holder of the Notes to exercise any right, power or remedy accruing upon any event of default shall exhaust or impair any such right, power or remedy or shall be construed to waive any event of default or to constitute acquiescence therein. 25. Non-Exclusive Remedies. No right, power or remedy conferred upon or reserved to Mortgagee by the Notes, this Mortgage or any other instrument securing the Notes is exclusive of any other right, power or remedy, but each and every such right, power and remedy shall be 14 870067v4 Deep 1835226 Bldg 2283 Pon 981 cumulative and concurrent and shall be in addition to any other right, power and remedy given hereunder or under the Notes or any other instrument securing the Notes, now or hereafter existing at law, in equity or by statute. 26. Successors and Assigns Bound. Whenever one of the parties hereto is named or referred to herein, the heirs, 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 Mortgagee, shall bind and inure to the benefits of their respective heirs, successors and assigns, whether or not so expressed. 27. Miscellaneous. In the event that any of the covenants, agreements, terms or provisions contained in the Notes, this Mortgage or any other instrument securing the Notes shall be invalid, illegal or unenforceable in any respect, the validity of the remaining covenants, agreements, terms or provisions contained herein and in the Notes and any other instrument securing the Notes shall be in no way affected, prejudiced or disturbed thereby. All of the Loan Documents are hereby modified and amended so as to evidence and secure this Modification and Restatement of Mortgage and Security Agreement. Further, Section 2.7 of the Loan Agreement shall be, and is hereby,further modified so as to provide as follows: "Section 2.7 Interest Reserve. The sum of Seven Hundred Thousand and No/100 ($700,000.00) Dollars shall be withheld from the proceeds of the Loan and shall be deposited by Lender into an interest reserve account (the "Interest Reserve") to be maintained with Lender. So long as no event of default has occurred and is continuing,the Interest Reserve funds shall be applied by Lender as available and as may be necessary to pay any interest due and payable on the Loan on the due date thereof by debiting the Interest Reserve in the appropriate amount. If at any time the Interest Reserve shall be insufficient to fully pay such accrued interest, the Borrower shall thereafter be responsible for, and shall pay, such accrued interest as and when required by the Loan Documents." 28. Attomev's Fees. The term "attorney's fees" as used in this Mortgage includes any and all legal fees of whatever nature including, but not limited to, attorneys' fees, paralegals' fees, legal assistants' fees and fees resulting from any appeal of any interlocutory order or final judgment or any other appellate proceeding arising out of any litigation. 29 Obligation of Mortgagor. Mortgagor shall pay the cost of releasing or satisfying this Mortgage of record. 30. No Transfer. It is understood and agreed by Mortgagor that as part of the inducement to Mortgagee to make the loan evidenced by the Notes, Mortgagee has considered and relied on the creditworthiness and reliability of Mortgagor. Mortgagor covenants and agrees not to sell, convey, transfer, lease or further encumber any interest in or any part of the Mortgaged Property without the prior written consent of Mortgagee, and any such sale, conveyance, transfer, lease or encumbrance made without Mortgagee's prior written consent shall be void. 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. 15 870067v 4 Doetl 1635228 Bka 2283 PO 982 31. Default Rate. The Default Rate shall be the highest rate permitted by applicable law. 32. Changes to Mortgage. All changes, alterations, deletions or additions to the substance of any paragraph in this Mortgage which have been agreed to between Mortgagor and Mortgagee have been initialed by Mortgagor as additional proof of Mortgagor's consent. 33. Future Advances. This Mortgage is given to secure not only existing indebtedness, but also such future advances, whether such advances are obligatory or are to be made at the option of Mortgagee,or otherwise, as are made within twenty years from the date hereof,to the same extent as if such future advances were made on the date of the execution of this Mortgage. The total amount of indebtedness that may be so secured may decrease or increase from time to time, but the total unpaid balance so secured at one time shall not exceed twice the face amount of the Note, plus interest thereon, and any disbursements made for the payment of taxes, levies or insurance on the Mortgaged Property,with interest on such disbursements at the Default Rate as hereafter defined. IN WITNESS WHEREOF, said Mortgagor has duly signed, sealed and executed this instrument in the presence of the subscribing witnesses the day and year first aforesaid. WITNESSES: / MORTGAGOR: • Overseas Redevelopment Company, LLC, a Florida 1 I" - limited liability company By: H-Try, LLC, a Florida limited liability Nme: compa as its Man er in a V BY T Scott .Oropeza,as its Managing Member Print am • ANA:4 9 P et-9v—ram Address: 3158 Northside Drive Key West, FL 33040 STATE OF FLORIDA COUNTY OFM or\(it— The foregoing instrument was acknowledged before me thi day of March, 2007, by Scott G. Oropeza, as the Managing Member of H-Try, LLC, a F r a t ited liability c mpany, as the Manager of Overseas Redevelopment Company, LLC, a Fl imited liability mpany, on behalf of the companies. ` Potary Public " rint Name: My Commission Expires: Personally Known (/ (OR)Produced Identification w]r, 16 ir—vftli Nc°wWr w 16870 v.4 lay~ir a ao axarr •Type of identification produced Doe( 1635226 SKIS 2283 Pga 983 CONSENT AND JOINDER For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the undersigned, the undersigned hereby consents to the foregoing Modification and Restatement of Mortgage and Security Agreement(Substitution of Leasehold in Lieu of Fee)and to the encumbrance thereby of the Real Property described in Exhibit"A"attached hereto. WITNESSES: Monroe County ri By:/ //� /�/j/�j . � . iAI.vN'- Print c Print Name: inari0 L Gtxm am Title: frld Cr s / Address:O4tC Q.nir e2"i uy,J 5*.2/6 Nara/ n pc_ oteso smcwn.e DOcH 2835228 Oka 2283 Pyp 984 Print Name: -,/�+[R 5 /` ✓.4/L4.1 J STATE OF FLORIDA COUNTY OF '1 i6 pfL'i— The foregoing instrument was acknowledged before me this ZZ day of March, 2007, by Il i f iL 01 62-ton also as the f1181I6 r of Monroe County, on behalf of the Coun + TAIMM LUNn5fR0U • ! -tf,'. Notts Putc-SMdFbnit V l--. I 4i."�-,�;,. CmniNmttDNB01R Notary Pu is ". Bonded rims' Print Name: I )nlarr3. Z1/Oa"f-r6M My Commission Expires: 7/H/7 Personally Known (OR) Produced Identification Type of identification produced (MJPsm/13970-53) I8 87Wfi7v.4 DocN 1835225 BkR 2283 PgN 985 EXHIBIT "A" On the Island known as Stock Island and being block 38, containing 20 lots, according to GEORGE L. McDONALD'S Plat of a part of Stock Island recorded in Plat Book I, Page 55, Monroe County, Florida records. ALSO That portion of First Avenue lying and being between Block 38 and 39, GEORGE L. McDONALD'S Plat of a part of Stock Island recorded in disclaimed by Resolution No. 33-1973, Board of County Commissioners, recorded in Official Records Book 537, Page 937, of the Public Records of Monroe County, Florida. MONROE COUNTY OFFICIRL RECORDS 19 8700674 4