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Venezia @ Grey OaksDATE: TO: FROM: RE: MEMORANDUM March 30, 2000 Maureen Kenyon, Supervisor, Clerk to Board Shirley Nix, Engineering Technician II Project Plan Review Venezia @ Grey Oaks Water and/or Sewer Facilities Acceptance Recording Fee Number 113-138312-63-649030 On ~, ~. ~ 7 , ~-~9~0~fThe Board of County Commissioners granted final acceptance of the water and/or sewer facilities within the above-referenced project. Attached, please find the following recorded documents, in order: 1. Utilities Facilities Subordination, Consent and Joinder 2. Bill of Sale 4. Utilities Facilities Warranty Deed Also, please find attached the following documents for your files. o 9. 10. 11. Owner's Affidavit Attorney's Affidavit Copy of preliminary approval letter from Engineering Review Engineer's final payment confirmation DER Placement-in-Service letter for sewer facilities Contractor's Final Release of Lien Verification of final cost (Detailed: quantities, sizes, unit cost, total cost, etc.) Memorandum to Maureen Kenyon, Supervisor, Clerk to Board March 30, 2000 Page Two 12. Letter by Engineer certifying that all water and/or sewer facilities are located within the public right-of-way or dedicated easements 13. Contractual Guarantee for material and workmanship for a period of at least one year after the Board of County Commissioners' acceptance for both water and sewer facilities 14. Letter from fire district regarding ownership and maintenance of fire hydrants and certification of field fire flow capacity testing 15. Certification of the inflow/infiltration test for the sewer lines by Engineer of Record 16. Coating certification of man holes, wet wells and dry well from manufacturer 17. Copy of video tape test report Letter from Compliance Services section certifying that the final inspection reveals that the Utility facilities have been constructed in accordance with County ordinances and regulations If you have any questions, please call and advise accordingly. attachments doc:2094-2 Dwight E. Brock Clerk County of Collier CLERK OF THE CIRCUIT COURT COLLIER COUNTY COURTHOUSE 3301 TAMIAMI TRAIL EAST P.O. BOX 413044 NAPLES, FLORIDA 34101-3044 OFFICIAL REi2Ei~-T- When Validated RECEIPT: 3166728 DESCRIPTION BRANCH OFFICES: GOLDEN GATE 4839 GOLDEN GATE PARKWAY GREENTREE SHOPPING CENTER 2386 IMMOKALEE ROAD IMMOKALEE 101 S. FIRST STREET MARCO ISLAND 1040 WINTERBERRY DRIVE EVERGLADES CITY 207 BROADWAY AVENUE AMOUNT DUE PAYOR: BCC 113 138312 63 649030 REF: ENGINEERING REVIEW/' S NIX RECORDING OF LEGAL INSTRUNEN 39.00 I::'.R.M.T.F. RECORDING FEE 6.00 nOCUfqENTAF:Y STANPS - 70 ,70 DC: 3 DOCUhlENTS DOC TYP FILE ID BOOK PAGE SUBORD 2613212 2657 0214 B SALE 2613213 2657 0217 DEED 2613214 2657 0220 221J2BO OJ/JO/2000 £ BILLED: 45.7O ~W A~T PAID: .00 DEPT: RECORDING TOTAL DUE: 45.70 Rets: 2613212 OR: 2657 PG: 0214 03/30/~000 at 07:~ DWIghT L B[O~[, U,[[[ UTILITY FACILITIES SUBORDINATION, CONSENT AND JOINDER THIS SUBORDINATION, CONSENT AND JOINDER given this I~ day of "~'o~,.~ . 19q'1 . by THE HUNTINGTON NATIONAL BANK. a national banking association (hereinafter referred to as "Mortgagee"). in favor of the BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, AS THE GOVERNING BODY OF COLLIER COUNTY AND AS EX-OFFICIO THE GOVERNING BOARD OF THE COLLIER COUNTY WATER-SEWER DISTRICT. its successors and assigns. (hereinafter referred to as "County"). Mortgagee is used as singular or plural, as the context requires. WITNESSETH: WHEREAS. Mortgagee is the owner and holder of that certain Mortgage. Assignment of Rents and Security Agreement recorded in Official Records Book 2471. Page 3164. et seq.. of the Public Records of Collier County, Florida (hereinafter referred to as "Mortgage"), that certain Second Mortgage, Assignment of Rents and Security Agreement recorded in Official Records Book 2471. Page 3182, et seq.. of the Public Records of Collier County, Florida (hereinafter referred to as "Second Mortgage"). and UCC-I Financing Statement recorded in Official Records Book 2471. Page 3200. et seq.. of the Public Records of Collier County. Florida (hereinafter referred to as "UCC-I"). encumbering the premises legally described therein. (hereinafter referred to as the "Encumbered Property"). WHEREAS, County has requested and received from the fee simple owner of the Encumbered Property non-exclusive easements for the installation and maintenance of utility facilities over and across a portion of the encumbered premises legally described in Exhibit "A". attached hereto and incorporated herein by virtue of this reference, which premises are'.'; hereinafter referred to as the "Easement Property." WHEREAS, County has requested that Mortgagee consent to. join in and subordinate its Mortgage, Second Mortgage and UCC-I to the interest that County has in the Easement Property to which request Mortgagee has agreed. NOW, THEREFORE, in consideration of TEN DOLLARS ($10.00) and other good and valuable consideration, the receipt of which is hereby acknowledged, the Mortgagee does hereby consent to, join in and subordinate the lien of its Mortgage, Second Mortgage and UCC-1 to the grant of that certain easement described herein over, under, and across the Easement Property and any interest of the County in any utility facilities located therein or affixed thereto. Except as subordinated to the easement described herein over, under, and across the Easement Property or any utility facilities located therein or affixed thereto, said Mortgage, Second Mortgage and UCC-I shall remain otherwise in full force and effect. Page I of 2 pages OR: 2657 PG: 02.t5 IN WITNESS WHEREOF, the Mortgagee has caused these presents to be executed the date and year first above written. WITNESSES: Witness )ype: m: Pri~N .ame).q - ,'/ ' (Type or Print Name) THE HUNTINGTON NATIONAL BANK. a national banking association By: ~ (CORPORATE SEAL) STATE OF FLORIDA COUNTY OF COLLIER The foregoing Utility Facilities Subordination, Consent and Jointer was acknowledged before me by p;~),~ {9/~,J_ [name ofperson], as [corporate title must be either President, Vice President or Chief Executive Officer unless an appropriate corporate resolution is attached which specifically authorizes execution by some other corporate officer] of THE HUNTINGTON NATIONAL BANK, a national banking association, on behalf of the association· Per. sonally know or produced identification · Type of identification produced: WITNESS my hand and official seal this ._ (Affix notary seal) Prepared by: Thad Kirkpatrick. Esq. Cummings & Lockwood 3001 Tamiami Trail North Naples, FL 34103 N2880021.DOC 07/07/99 I~ dayof '~'o1~ ., 19 ~r/ Notary Public My Commission Expires: Page 2 of 2 pages *** OR: 2657 PG: 0216 ~'*~ EXHIBIT "A" Tract R of the Plat of VENEZIA AT GREY OAKS, according to the plat thereof, recorded in Plat Book 31, at page 76, of the Public Records of Collier County, Florida Co~t.y ::el C0tklE~' ] I~I[RE~Y CERTIFY ll,li~T ~I&" ts. I ~e ~ t~ '~FICI~ ~C~S _e~'Col 1 ~ ~t~ WI~SS ~ ~e~'d ~ elf{cia-)~ s~1 ~t DW~E. BR~<LE'~ ~ CIRCUIT C~ ,,: o )% , , i ..,.c. Prepared by: Thad Kirkpatrick, Esq. Cummings & Lock~vood 3001 Tamiami Trail North Naples, FL 34103 2613213 OR: 2657 PG: 0217 Ill¢OID~D in O~HClAL iI¢0RD8 0[ C0LLIll C011111, FL 03/30/2000 at 07:36~ DVIGltI !. BRO¢I, Retn: ., H~IIHRIMG IIBVIBW HZ? 5586 BILL OF SALE THIS BILL OF SALE evidencing the sale and conveyance of the sewer utility facilities described herein is made this ~/'~ day of ~'"t,~, , 19 ~ ~ , by WCSP LLC, a Florida limited liability company (hereinafter referred to(as "Seller"), and the the BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA. AS THE GOVERNING BODY OF COLLIER COUNTY AND AS EX-OFFICIO THE GOVERNING BOARD OF THE COLLIER COUNTY WATER-SEWER DISTRICT, its successors and assigns, (hereinafter referred to as "Buyer"). WITNESSETH: That said Seller, for and in consideration of the sum of Ten Dollars ($I0.00) and other good and valuable consideration to said Seller in hand paid by the said Buyer. the receipt whereof is hereby acknowledged, has granted, bargained, sold, transferred, set over and delivered, and by these presents does grant, bargain, sell, transfer, set over and deliver unto the Buyer. and the Buyer's heirs, successors and assigns forever, all those certain sewer utility facilities lying within the following described land, together with appurtenant easement rights for the operation, installation and maintenance of said facilities, situate, lying and being in Collier County. Florida, to wit: (See Exhibit "A" attached hereto and incorporated by reference herein.) The Seller, for itself and its successors, hereby covenants to and with the Buyer and its successors and assigns that it is the lawful owner of the said goods and chattels herein referred to as utility facilities; that said goods and chattels are free from all liens and encumbrances; that it has good right, title and authority to sell same, and that it will warrant and defend the same against the lawful claims and demands of all persons whomsoever. Seller and Buyer are used for singular or plural, as the context requires. IN WITNESS WHEREOF. Seller has caused these presents to be executed the date and year first above written. Page I of 2 pages OR: 2657 PG: 0218 WITNESSES: (Type or Print Name) WCSP LLC, a Florida limited liability company By: SP LLC, a Florida limited liability company, its Managing Member By: Arthur A. Shafran Its: Managing Member STATE OF FLORIDA COUNTY OF COLLIER The foregoing Bill of Sale was acknowledged before me by Arthur A. Shafran, as Managing Member of SP LLC, a Florida limited liability company, as Managing Member of WCSP LLC, a Florida limited liability company, on behalf of the company. Personally known ~'~ or produced identification Type of identification produced: WITNESS my hand and official seal this _ q~' day of ~ My Commission Expires: N2893721.DOC 07/07/99 Page 2 of 2 pages EXHIBIT "A" *** OR: 2657 PG: 0219 '... Tract R of the Plat of VENEZIA AT GREY OAKS, according to the plat thereof, recorded in Plat Book 31, at page 76, of the Public Records of Collier County, Florida Prepared by: Thad Kirkpatrick, Esq. Cummings 8: Lockwood 3001 Tamiami Trail North Naples, FL 34103 2613214 OR: 2657 PG: 0220 RBCORD~D ia O~FICIAL UCORD$ Of ¢O~LIIQ COUIYY, ~L 03/30/2000 at 07:3B~ D¥I$I{Y !. BLOCK, Cttll ~C ~'ll 15,00 DOC-.70 .70 ll{GIl{l~iI]{G RIVIIW SHIRtlY NIX 558~ UTILITY FACILITIES WARRANTY DEED THIS INDENTURE made this ~4d day of . 19 ~c) , between WCSP LLC, a Florida limited liability company (hereinafter refdfi'ed to as "Grantor"), and the BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, AS THE GOVERNING BODY OF COLLIER COUNTY AND AS EX-OFFICIO THE GOVERNING BOARD OF THE COLLIER COUNTY WATER-SEWER DISTRICT. its successors and assigns (hereinafter referred to as "Grantee"). WITNESSETH: That said Grantor, for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration to said Grantor in hand paid by said Grantee, the receipt whereof is hereby, acknowledged, has granted, bargained and sold to the said Grantee, and Grantee's heirs, successors and assigns forever, all sewer utility facilities lying within the following described land, together with appurtenant easement rights for the operation, installation and maintenance of said facilities, situate, lying and being in Collier County, Florida, to wit: (See Exhibit "A" attached hereto and incorporated by reference herein.) and said Grantor does hereby fully warrant the title to said utility facilities, and will defend the same against the lawful claims of all persons whomsoever. For the purposes of this conveyance. the utility facilities conveyed herein shall not be deemed to convey any of the lands described in Exhibit "A." Grantor and Grantee are used for singular or plural, as context requires. TO HAVE AND TO HOLD the same unto the Grantee and its assigns, together with the right to enter upon said land, excavate, and take materials for the purpose of constructing, operating, and maintaining utility facilities thereon, plural, as the context requires. Grantor and Grantee are used for singular or Page I of 2 page. s OR: 2657 PG: 0221 IN WITNESS WHEREOF, Grantor has caused these presents to be executed the date and year first above written. WITNESSES: (Type or Print Name) Witr~ (Type or Print Name) WCSP LLC, a Florida limited liability company By: SP LLC, a Florida limited liability company, its Managing Member By: Arthur A.~Shafran' ~ Its: Managing Member STATE OF FLORIDA COUNTY OF COLLIER The foregoing Utility Facilities Warranty Deed was acknowledged before me by Arthur A. Shafran, as Managing Member of SP LLC, a Florida limited liability company, as Managing Member of WCSP LLC, a Florida limited liability company, on behalf of the company. Personally known ~/~ or produced identification . Type of identification produced: WITNESS my hand and official seal this __ (Affix notary seal) 1 e,.,'~';:~,. MARY BETH REX I ~.~.~.~i ~P~S: ~,~ 8.2o02 0g~ day of (~ My Commission Expires: 07/07/99 Page 2 of 2 pages *** OR: 2657 PG: 0222 *** EXHIBIT "A" Tract R of the Plat of VENEZIA AT GREY OAKS, according to the plat thereof, recorded in Plat Book 31, at page 76, of the Public Records of Collier County, Florida OWNER'S AFFIDAVIT STATE OF FLORIDA COUNTY OF COLLIER BEFORE ME, the undersigned authority, personally appeared Arthur A. Shafran, as Managing Member of SP LLC, a Florida limited liability company, as Managing Member of WCSP LLC, a Florida limited liability company, who to me is well known, and having been duly sworn and under oath, deposes and states: 1. My name is Arthur A. Shafran. I am over the age of twenty-one (21) years, am sui juris, and have personal knowledge of the facts contained herein. 2. I am the Managing Member of SP, LLC, a Florida limited liability company, which is the Managing Member of WCSP, LLC, a Florida limited liability company, which is the owner of said real property located at Venezia at Grey Oaks and legally described on Exhibit 3. All persons, firms, corporations, including subcontractors, who have furnished services, labor or the general contractor and all materials according to plans and specifications, or extra items, used in the construction or repair of sewer utility facilities on the real estate hereinafter described, have been paid in full and that such work has been fully completed and accepted by the owner. 4. No claims have been made to Owner by, nor is any suit now pending on behalf of, any contractor, subcontractor, laborer or materialman, and further no chattel mortgages or conditional bills of sale have been given or are now outstanding as to the subject utility facilities placed upon or installed in the aforesaid premises. 5. The utility facilities described herein are not included in, encumbered by, or subject to any real property mortgage, chattel mortgage, security agreement, Uniform Commercial Code financing statement, or any other encumbrance except for that certain Mortgage, Assignment of Rents and Security Agreement recorded in Official Records Book 2471, Page 3164, et seq., of the Public Records of Collier County, Florida (hereinafter referred to as "Mortgage"), that certain Second Mortgage, Assignment of Rents and Security Agreement recorded in Official Records Book 2471, Page 3182, et seq., of the Public Records of Collier County, Florida (hereinafter referred to as "Second Mortgage"), and UCC-1 Financing Statement recorded in Official Records Book 2471, Page 3200, et seq., of the Public Records of Collier County, Florida (hereinafter referred to as "UCC-1 "). 6. As and on behalf of the Owner of the subject utility facilities, does for valuable consideration hereby agree and guarantee, to hold the Board of County Commissioners of Collier Page 1 of 2 pages County, Florida, as the governing body of Collier County and as Ex-Officio the Governing Board of the Collier County Water-Sewer District harmless against any lien, claim or suit by any general contractor, subcontractor, mechanic or materialman, and against chattel mortgages, security interests or repair of the subject utility facilities. Affiant is used as singular or plural, as the context requires. The utility facilities referred to herein are located within the real property described in the attached Exhibit "A." FURTHER AFFIANT SAYETH NAUGHT. DATED this ~(~ day of ~ , 19 ~ WCSP LLC, a Florida limited liability company By: SP LLC, a Florida limited liability By: c~~ember Affl~ur A. S~a~'ran i Its: Managing Member SUBSCRIBED AND SWORN to before me this day of -~ra .. ~ ' 19 ~6fi , by Arthur A. Shafran, as Managing Member of SP LLC, a Florida-nm~tea liability company, as Managing Me/.mber of WCSP LLC, a Florida limited liability company, who is personally known v' or produced identification Type of identification Notary Printed Name Prepared by: Thad Kirkpatrick, Esq. Cummings & Lockwood 3001 Tamiami Trail North Naples, FL 34103 N2880491.DOC 07/07/99 Page 2 of 2 pages EXHIBIT "A" Tract R of the Plat of VENEZIA AT GREY OAKS, according to the plat thereof, recorded in Plat Book 31, at page 76, of the Public Records of Collier County, Florida ATTORNEY'S AFFIDAVIT STATE OF FLORIDA COUNTY OF COLLIER BEFORE ME, the undersigned authority, personally on this (~4-t, day of ~'~ 1999, appeared THAD KIRKPATRICK, ESQ., who to me is well known, and ha(&fig sworn and under oath, deposes and states: been 1. My name is Thad Kirkpatrick. I am over the age of twenty-one (21) years, am otherwise sui juris, and have personal knowledge of the facts contained herein. 2. I am a licensed attorney, Florida Bar #398160, authorized to practice law and am practicing law in the State of Florida. My business address is 3001 Tamiami Trail North, Naples, Florida 34103. My business mailing address is 3001 Tamiami Trail North, Naples, Florida 34103. My business telephone number is (941) 649-3175. 3. This Affidavit is given as an inducement to the Board of County Commissioners of Collier County, Florida, as the Governing Body of Collier County and as Ex-Officio the Governing Board of the Collier County Water-Sewer District to accept the dedication or conveyance of sewer utility facilities located within or upon the real property described in the attached Exhibit "A," which is incorporated herein by reference, said land being located in Collier County, Florida. 4. The Affiant has examined record title information to both the real and personal property referenced in this affidavit, including but not limited to, information requested from the Florida Secretary of State relative to any Uniform Commercial Code financing statements. 5. The record owner of the real and personal property described herein is WCSP LLC, a Florida limited liability company (hereinafter "Owner"). The Owner acquired record title to the subject real property by instrument recorded at Official Records Book 2471 at Page 3154, Public Records of Collier County, Florida (copy attached). I have examined corporate or partnership information obtained from the jurisdiction under which the entity was created and presently operates, that the entity is current and active within said State or jurisdiction, that the entity is currently authorized to do business in the State of Florida, and that Arthur A. Shafran (name of authorized person) as Managing Member of SP, LLC, a Florida limited liability company, as Managing member of WCSP, LLC (title of authorized person) is authorized to execute the instruments on behalf of the entity in conjunction with the conveyance of the subject real and personal property. 6. The real property described herein is encumbered by that certain Mortgage, Assignment of Rents and Security Agreement recorded in Official Records Book 2471, Page 3164, et seq., of the Public Records of Collier County, Florida (hereinafter referred to as Page 1 of 2 pages "Mortgage"), that certain Second Mortgage, Assignment of Rents and Security Agreement recorded in Official Records Book 2471, Page 3182, et seq., of the Public Records of Collier County, Florida (hereinafter referred to as "Second Mortgage"), and UCC-1 Financing Statement recorded in Official Records Book 2471, Page 3200, et seq., of the Public Records of Collier County, Florida (hereinafter referred to as "UCC-l"); and copies of the foregoing are attached hereto as Exhibit "B". 7. Affiant further states that the information contained in this Affidavit is true, correct and current as of the date this Affidavit is given. [INFORMATIONAL NOTE: Per Ordinance the date of this Affidavit must not be signed and dated more than sixty (60) days prior to the meeting at which the Board of County Commissioners considers the acceptance of the subject utility facility documents.] FURTHER AFFIANT SAYETH NAUGHT. DATED this ~'/44 day of ~j~v6~ ,1999. (Affiant Printed Nm SUBSCRIBED AND SWORN to before me this g 44,, day of 19 ~;~, by THAD KIRKPATRICK, ESQ., who is personally known identification~ . Type of identification produced (NOTARY SEAL) My Commission Expires: ~ OR l~loduced ~;tar3 Public -- /i Notary Printed Name- Prepared by: Thad Kirkpatrick, Esq. Cummings & Lockwood 3001 Tamiami Trail North Naples, FL 34103 N2880131.DOC 07/07/99 NOTARY PUBLIC STATE OF FLORIDA Comar, s~oN r~o. cc~40~ Page 2 of 2 pages EXHIBIT "A" Tract R of the Plat of VENEZIA AT GREY OAKS, according to the plat thereof, recorded in Plat Book 31, at page 76, of the Public Records of Collier County, Florida PREPARED BY: W. JEFFREY CECIL, ESQUIRE PORTER, WRIGHT, MORRIS & ARTHUR 4501 TAMIAIvlI TRAIL NO. STE. 400 NAPLES, FL 34103 2 ..3046 OR: 2471 PG: 3164 RECORDED in OFFiCiAL RECORDS of COLLIER 10/19/95 at 04:02PM DWIGHT E, m .' =ROCK, CLERK Retn: CUMMINGS & LOCKWOOD ? 0 BOX 413032 NAPLES ?L 34101 3032 OBLD 4259500,00 DOC-,35 14908.25 MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT KNOW ALL MEN BY THESE PRESENTS, that WCSP LLC, a Florida limited liability company, having an office at 2154 Trade Center Way, Suite #3, Naples, Florida 34109 ("Borrower"), in consideration of the payments to Borrower which TIq~ HUNTINGTON NATIONAL BANK, a national banking association, having an office at 8889 Pelican Bay Boulevard, Naples, Florida 34108 ("Huntington"), has made contemporaneously herewith or ma}, hereafter make, does hereby GRANT, BARGAIN, SELL AND CONVEY unto Huntington, its successors and assigns forever, certain real property situated in the State of Florida, and County of Collier, and being more fully described in Exhibit .'.'A" hereto and by this reference made a pan hereof(the "Properly."), together with the following, whether now owned or hereafter acquired by Borrower: (a) all improvements now or hereafter attached to or placed, erected, constructed or developed on the Property. (collectively the "Improvements"); (b) ali fLxtures, furnishings, equipment, inventor.2.., and other articles of personal property (collectively the "Personal Property") that are now or hereafter attached to or used in or about the Improvements or that are necessary or useful for the complete and comfortable use and occupancy of the Improvements for the purposes for which thev were or are to be attached, placed, erected, constructed or developed or that may be used in or related to the planning, development, £mancing or operation of the Improvements, and all renewals of or replacements or substitutions for any of the foregoing, whether or not the same are or shall be attached to the Improvements or the Property; (c) all water and water rights, timber, crops, and mineral interests pertaining to the Property; (d) all building materials and equipment now or hereafter delivered to and intended to be installed in or on the Improvements or the Property; (e) ali plans and speciEcations for the Improvements; (f) all contracts relating to the Property, the Improvements or the Personal Property; (g) all deposits (including, without limitation, tenants' security deposits), bank accounts, funds, documents, contract rights, accounts, commitments, construction agreements, architectural agreements general intangibles (including, without limitation, trademarks, trade names and symbols), instruments., notes and chattel paper ar/sing from or by virtue of any transactions related to the Property, the Improvements or the Personal Property.; (h) all permits, licenses, franchises, certificates, and other rights and privileges obtained in connection with the Property, the Improvements or the Personal Property; (i) all proceeds arising from or by virtue of the sale, lease or other disposition of the Property, the improvements, the Personal Property or any portion thereof or interest therein; (j) all proceeds (including, without limitation, premium refunds) of each policy of insurance relating to the Property, the Improvements or the Personal Property; (k) all proceeds from the taking of any of the Property.; the Improvements, the Personal Property or any rights appurtenant thereto by right of eminent domain or by private or other purchase in lieu thereof (including, without limitation, change of grade of streets, curb cuts or other rights of access), for any public or quasi-public use under any law; (1) all right, title and interest of Borrower in and to ail streets, roads, public places, easements and rights-of-way, existing or proposed, public in connection with, belonging or pertaining to the Proper5,~ (m) all of the leases, licenses, or private, adjacent to or used · occupancy agreements, rents (including without limitation, room rents), royalties, bonuses, issues, profits, revenues or other benefits of the Property, the Improvements or the Personal ProperS.' including, without limitation, cash or securities deposited pursuant to leases to secure performance by the lessees of their obligations thereunder; (n) al/rights, hereditaments and appurtenances pertaining to the foregoing; and (o) other interests of every kind and character that Borrower now has or at any time hereafter acquires in and to the Property., improvements, and Personal Property described herein and all property, that is used or useful in connect/on therewith, including rights of ingress and egress and all reversionary rights or interests of Borrower with respect thereto (ail of the same, includin~ the Property, collectively the" ~ ~ . ,, - . Mortaaaed Properw ). TO HAVE AND TO HOLD the Mortgaged Property., together with the rights, privileges and appurtenances thereto belonging, unto Huntington and its successors and assigns forever, and Borrower hereby binds itself and its EXHIBIT B OR: 2471 PG: 3!65 successors and assigns to warrant and forever defend the Mortgaged Property unto Huntington and its successors and assigns, against the claim or claims of all persons claiming or to claim the same or any part thereof., except as to those matters described in gxhibit "B" attached hereto and by this reference made a part hereof (the "Pen'nirted Encumbrances"). This Mortgage, Assignment of Rents and Security Agreement the "Mo = ~," ' ' securing loan advances which Huntin=ton ' ,,h~; .... .4 ,^ Z.~. .... ( . rt.=a=e ))s. g. lven for the purpose of = is .... ,,,~,~ Cu ~l,m= to oorrower for tine acquisition and development of twenty-seven (27) single family residential Lots at Grey Oaks, a residential community located in Naples, Florida (the "Project"), pursuant to the terms and conditions of the Construction Loan Agreement by and between Borrower and Huntington (the "Loan Agreement"), which Loan Agreement is by this reference made a part hereof. This Mortgage is given to secure not only ex/sting indebtedness, but also future advances, whether such advances are obligatory or are to be made at the option of Mortgagee, or otherwise, as are made within twenty. (20) years from the date hereof, to the same extent as if such future advances are made on the date of the execution of this Mortgage. The total amount of indebtedness that may be so secured may decrease to a zero amount from time to time, or may increase from time to time, but the total unpaid balance so secured at one time shall not exceed Eight Million Dollars ($8,000,000.00), 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 hereinafter defined. Mortgagor covenants and agrees with Mortgagee that: (a) Mortgagor waives and agrees not to assert any right to 1/mit future advances under this Mortgage, and any such attempted limitation shah be null, void and of no force and effect. Any correspondence by Mortgagor regarding the future advances must be sent to both Mortgagee at the address set forth above and to Mortgagee's counsel: W. Jeffrey Cecil, Esq., Porter, Wright, Morris & Arthur, 4501 Tamiami Trail North, Naples, Florida 34103. (b) An event of default under the Mortgage shall automatically exist (i) if Mortgagor executes any instrument which purports to have or would have the effect of impairing the priority of or limiting any future advance which might ever be made under the Mortgage or (ii) if Mortgagor takes, suffers, or permits any action or occurrence which would adverselv affect the priority of any future advance which might ever be made under the Mortgage. ' THE MORTGAGE IS GIVEN TO SECURE: the full and prompt payment, whether at stated maturity, accelerated maturity or otherwise, of any and all indebtedness, whether fixed or contingent (collectively tt~e "Indebtedness") and the complete, faithful and punctual performance of any and at/other obligations (collectiveiy the "Obligations") of Borrower to Huntington under the terms and conditions of(a) the Loan Agreement; (b) the Note, dated October 15, 1998, made by Borrower to Huntington, in the principal amount of Four Million Two Hundred Fifty Nine Thousand Five Hundred Dollars ($4,259,500.00), payable not later than October 15, 2000, and any and all renewals, amendments, modifications, reductions and extensions thereof and substitutions therefor (the "Note"); (c) this Mortgage; and (d) any other insrrurnent, document, certificate or affidavit heretofore, now or hereafter given by Borrower evidencing or securing or by any person guaranteeing (the "Guarantors") all or any part of the foregoing (the same together with the Loan Agreement, the Note and this Mortgage, collectively the "Loan Documents"). Borrower, for itself and its successors and assigns, hereby covenants with Huntington, its successors and assigns, that: 1. Title. Borrower represents that it has good and marketable title in fee simple to the Mortgaged Property, free and clear from al/conditions, restrictions, easements, liens, encumbrances and adverse cla/ms whatsoever, except the Permitted Encumbrances. If the interest of Huntington in th~ Nlortgaged Property or any part thereof shall be endangered or shah be attacked, directly or ind/rectly, Borrower hereby authorizes Huntington, at Borrower's expense, to take ali necessary, and proper steps for the defense of such interest, including the employment of counsel, OR: 2471 PG: 3166 the prosecution or defense of litigation and the compromise or discharge of claims made against such interest. Any sums so expended by Huntington shall be charged a.~'ainst Borrower and collectible in accordance with the terms of Section 12 hereof. ~ 2. Further Assurances. Borrower shall furnish to Huntington evidence of the title of Borrower to the Mortgaged Property at the execution and delivery hereof and from time to time hereafter as may be deemed necessary.- by and satisfactory to Huntin~on, and Borrower shall promptly pay the cost of said title evidence when due and payable. Borrower, upon the request of Huntington, shall execute, acknowledge, deliver, file and record such further instruments and do such further acts as may be necessaD,, desirable or proper to carry, out the purposes of the Loan Documents and to subject to the liens and security, interests created thereby any property, intended by the terms thereof to be covered thereby, including specifically, but without limitation, any renewals, additions, substitutions, replacements, improvements or appurtenances to the Mortgaged Property.. 3. Subrogation for Further Security. Huntington shall be subrogated for its farther security to the lien, although released of record, of any and ali encumbrances paid with any advance of Indebtedness; provided, however, that the terms and provisions hereof shall govern the rights and remedies of Huntington and shall supersede the terms, provisions, rights, and remedies under the lien or liens to which Huntington is subrogated. 4. Status Quo. Except as expressly permitted herein or except with the written consent of Huntington, which consent may be withheld in Huntington's sole discretion, Borrower shall not (a) sell, assign, mortgage, pledge, lease or otherwise convey or further encumber the Mortgaged Property, or any portion thereof, or legal, equitable or beneficial interest therein; (b) sell, assign, pledge or otherwise transfer any beneficial interests in Borrower which individually or in the aggregate would have the effect of transferring the power to direct the operations of Borrower or the Mortgaged Property.; (c) contract for any of the same; (d) permit the Mortgaged Property, or any portion thereof, or legal, equitable or beneficial interest therein, to be subject to any superior or inferior lien or encumbrance; (e) subdivide, resubdivide or submit to the condominium form of ownership all or any portion of the Mortgaged Property. or any portion thereof; or (f) initiate or acquiesce in any change in the zonine classification of the Property or any portion thereof. ~ and payable. Payment of Indebtedness. Borrower shall promptly pay the Indebtedness as the same becomes due 6. Estoppel Certificate. Borrower shall furnish to Huntington within ten (10) days of any written request of Huntington, a written statement, duly acknowledged by Borrower, setting forth the sums secured by the Mortgage and any right of set-off, counterclaim or other defense which Borrower alleges to exist against such sums and obligations secured by the Mortgage. ~ 7. Taxes and Other Impositions. Borrower shall promptly pay before delinquency all taxes, assessments, charges, f'mes or impositions, general, local or special (collectively the "Impositions"), levied upon the Mortgaged Property., or any part thereof, or upon Huntington's interest therein, or upon the Mortgage or the Indebtedness, by any duly or legally constituted public authority, municipality, township, county or state or the United States, and exhibit the evidence of the payment thereof to Huntington within seven (7) days thereafter; provided that Borrower, at Borrower's own cost and expense may, if it shall in good faith so desire, contest the validity, or amount of any Impositions, in which event Borrower may defer the payment thereof for such period as such contest shall be actively prosecuted and shall be pending undetermined; further provided, however, that Borrower shall not allow any such Impositions so contested to remain unpaid for such length of t/me as shall permit all or any portion of the Mortgaged Property., or the lien thereon created by such item, to be sold by federal, state, county, or municipal authority for the nonpayment thereof. Pending any such contest, Borrower shall furnish to Huntington an indemnity bond secured by a deposit in cash or other security acceptable to Huntington, in the amount of the tax or assessment being contested by Borrower, plus a reasonable additional sum to pay ail costs, interest and penalties which mav be imposed or incurred in connection therewith. . OR: 2471 PG: 3167 In the event that one or more of the Impositions on Huntin~on's interest in the Mortgaged Property, the Mortgage or the Indebtedness cannot be lawfully paid by Borrower, then Borrower shall repay the Indebtedness in full without penalty within sixty (60) days after demand therefor by Huntington. 8. Insurance and Indemnification. Borrower shall provide, maintain and keep in force at all tLrnes the following policies of insurance: (a) Insurance against loss or damage to the Improvements and the Personal Property caused by fu:e and any of the risks covered by insurance of the twpe now known as "coverage against all risks of physical loss % m an amount equal to one hundred percent (100%) of the replacement cost or'he Improvements and the Personal Property and sufficient to prevent Borrower and Huntington from becoming co-insurers, and otherwise with terms and conditions acceptable to Huntington; (b) Comprehensive broad form general 1/ability insurance, insuring against any and all claims for personal injury, death or property damage occurring on, in or about the Property., the Improvements and the adjoining streets, sidewalks and passageways, subject to a combined single limit of not less than One Million Dollars ($1,000,000.00) for personal injury., death or property damage arising out of any, one accident and a general aggregate limit of not less than Three Million Dollars ($3,000,000.00), and otherwise with terms and conditions acceptable to Huntington; (c) Worker's compensation insurance (including employer's requested by Huntington) for ail employees of Borrower en~aged on or withliability insurance, if available and Improvements in the limits established by law or, if limits are no[so established, in respect to the Property. and the Huntington; such amounts as are acceptable to (d) During the course of any development or construction of the Improvements, builder's completed value risk insurance against "all risks o} physical loss", including collapse and transit coverage, in the amounts set forth in Subsection 8(a) above, and otherwise with terms and conditions acceptable to Huntington; (e) Upon obtaining a certificate of occupancy for the Improvements or any portion thereof, business interruption insurance and/or loss of "rental value" insurance in an amount not less than the appraised rentals for the Mortgaged Property for a minimum of twelve (12) months, and otherwise with terms and conditions acceptable to Huntington; (f) If the Improvements are located in a federally-designated flood hazard area, then flood hazard coverage, in the maximum amount available and otherwise with terms and conditions acceptable to Huntington; and (g) Such other insurance coverage, and in such amount, as may from t/me to time be required by Huntington against the same or other hazards. All such policies shall be in a form acceptable to Huntington. Each policy of casualty insurance shall contain a mortgagee clause, substantially in the form of the standard New York mortgagee clause or otherwise acceptable to Huntington, showing Huntington as mortgagee. Each policy of liability insurance shall show Huntington as an additional insured. Unless the policy so provides, each policy of insurance required by the terms of the Mortgage shall contain an endorsement by the insurer, for the benefit of Huntington, (i) that any loss shah be payable in accordance with the terms of such policy notwithstanding any act or negligence of Borrower which might otherwise result in forfeiture of said insurance, (ii) that any r/ghts of set-off, counterclaim or deductions against Borrower are waived and (iii) that such policy shall not be canceled or changed except upon not less than thirty (30) days prior written notice delivered to Huntington. All such insurance policies and renewals thereof shall be wr/tten by companies with a Best's Insurance Reports policy holders rating orA+ and a financial size category of Class XV or be expressly approved by Huntington in writing. · , oR: 2471 Huntington shall have the right to hold the policies, or certificates thereof acceptable to Huntington with certified copies of the policies, and Borrower shall promptly furnish to Huntington ail renewal notices and ali receipts of paid premiums. At least thirty (30) days prior to the expiration date of any such policy, Borrower shall deliver to Huntington a renewal policy, or certificate thereof, in form acceptable to Huntington. If Huntington is made a party defendant to any litigation concerning the Loan Documents or the Mortgaged Property or any part thereof or interest therein or the occupancy thereof by Borrower, then Borrower shall indemnify, defend and hold Huntington harmless fi.om all 1/ability by reason of said litigation, includin~ reasonable attorneys~ fees and expenses incurred by Huntington in any such litigation, whether or not any such litigation is prosecuted to jud~m'nent. Borrower waives any and all right to claim or recover against Huntington, its officers, employees, agents and representatives, for loss of or damage to Borrower, the Mortgaged Property, other property of Borrower or the properW of others under control of Borrower from any cause insured aoainst or required to be insured a*ainst by the provisions of the Mortgage = ~- - Borrower shall not take out separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section unless Huntington has approved the insurance company and the form and content of the insurance policy, including, without limitation, the naming thereon of Huntington as a named insured with loss payable to Huntington under a standard mortgage clause of the character above described. Borrower shall immediately notify Huntington whenever any such separate insurance is taken out and shall promptly deliver to Huntington copies of the policies and certificates evidencing such insurance. Nothing contained in this Section 8 shall prevent Borrower from keeping the Improvements and Personal Property insured or causing the same to be insured against the risks referred to in this Section 8 under a policy or policies of blanket insurance which may cover other property not subject to the lien of the Mortgage; provided, however, that any such policy of blanket insurance (i) shall specify therein the amount of the total insurance allocated to the Improvements and Personal Property, which amount shall be not less than the amount otherwise required to be carried under the Mortgage; (ii) shall not contain any clause which would result in the insured thereunder becoming a co-insurer of any loss with the insurer under such policy; and (iii) shall in all other respects comply with the provisions of the Mortgage. Huntington shall be entitled to receive all of the proceeds of said insurance and, accordingly as Huntington may elect, to either apply such proceeds, in whole or in part, toward payment of the Indebtedness, the unpaid portion of the debt to remain in force, or to hold and apply such proceeds, without payment or allowance of interest thereon, toward the repair or replacement of the damaged or destroyed portion of the Improvements and Personal Property. Borrower hereby authorizes and empowers Huntington to settle or compromise claims under all such policies, provided that same shall be reasonable under the circumstances then existing, and to demand, receive and receipt for all monies becoming payable thereunder, whether or not the policies are held by Borrower and whether or not they are made payable to Huntington, and the companies issuing such insurance policies are hereby notified, instructed, empowered and authorized to make loss drafts payable to Huntington. If the insurance proceeds are held by Huntington to reimburse Borrower for the cost of restoration and repair of the Improvements and the Personal Property, the Improvements and Personal Property shall be restored to the equivalent of its original condition or such other condition as Huntington may approve in writing. Huntington may, at Huntington's option, condition disbursement of said proceeds on Huntington's approval of such plans and specifications of an architect satisfactory, to Huntington, cost est/mates of contractors satisfactory to Huntington, architect's certificates, waivers of liens, sworn statements of mechanics and materialmen and such other evidence of costs, percentage completion of construction, application of payments, and satisfaction of liens as Huntington may reasonably require. If the insurance proceeds are applied to the payment of the sums secured by the Mortgage, any such application of proceeds shall not extend or postpone the due dates of the monthly installments referred to in the Note or change the amounts of such installments. If the Mortgaged Property is sold pursuant to Section 19 hereof or if Huntington acquires title to the Mortgaged Property, Huntington shall have all of the right, title and interest of Borrower in and to any OR' 2471 PG' ' , insurance policies and unearned premiums thereon and in and to the proceeds resulting from any damage to the Mortgaged Property prior to such sale or acquisition. ~ 9. Escrow. Borrower, in order to more fully protect the security, of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise irs other remedies, then Borrower shall, upon request of Huntington, pay to Huntin~on on the f~rst day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof and, if applicable, any replacement reserve amounts payable by Borrower. Huntington shall hold such monthly pa~vrnents which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicabl} law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifzeen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pa,/any and all of said items when due. 10. Waste; Repair. Borrower shall neither commit nor permit any waste on the Property. and shall keep all Improvements now or hereafter erected on the Property. in good condition and repair. 11. Alterations; Construction. Borrower shall not remove, demolish or alter any of the Improvements, now existing or hereafter constructed on the Property, or any of the Personal Property. in or on the Property or Improvements, except when incident to the replacement of any of the items of Personal Property with items of like kind and value. Ail Improvements hereafter erected shall have been erected according to the plans and specifications approved by Huntington. 12. Advances Secured by Mortgage. Upon failure of Borrower to comply with any of these covenants and agreements as to the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property. or Huntington's lien thereon, and other charges and the costs of procurement of title evidence and insurance as aforesaid, Huntington may, at/ts option, pay the same and any sums so paid by Huntington, together with the reasonable fees of counsel employed by Huntington in consultation and in connection therewith, shall be charged against Borrower, shall be immediately due and payable by Borrower, shall bear interest at the Default Rate of Interest (as defined in the Note) and shall be a lien upon the Mortgaged Property and be secured bv the Mortgage and may be collected in the same manner as the principal debt hereby secured. ' 13. Use. Unless Huntin~on otherwise agrees in writing, Borrower shall not allow changes in the nature of the occupancy for which the Property and Improvements were intended at the time the Mortgage was executed. Borrower shall comply with the laws, ordinances, regulations and requirements of any governmental body applicable to the Mortgaged Property, both during the construct/on of any Improvements on the Propert7 and subsequent to the completion thereof, and Borrower shall not permit the use thereof for any illegal purpose. 14. Inspection. Any person authorized by Huntington shall have the right to enter upon and inspect the Mortgaged Property at all reasonable times. Huntington shall have no duty, however, to make such inspections. Any OR: 2471 PG: 3170 inspection of the Mortgaged Property by Hunting-ton shall be entirely for its benefit, and Borrower shall in no way rely or claim reliance thereon. - 15. Minerals. Without the prior written consent of Huntington, there shall be no drilling or exploring for, or extraction, removal, or production of, minerals from the surface or subsurface of the Property. The term "minerals" as used herein shall include, without limitation, oil, gas, casinghead gas, coal, lignite, hydrocarbons, methane, carbon dioxide, helium, uranium and all other natural elements, compounds and substances, including sand and gravel. 16. Condemnation. If all or any part of the Property or Improvements are damaged, taken or acquired, either temporarily or permanently, in any condemnation proceeding or by exercise of the right of eminent domain or, with Huntington's consent, by any conveyance in lieu thereof, the amount of any award or other pa~vrnent for such taking, or conveyance or damages made in consideration thereof, to the extent of the full amount of the then remaining unpaid Indebtedness, is hereby assigned to Huntington, and Huntington is empowered to collect and receive the same and to give proper receipts therefor in the name of Borrower, and the same shall be paid forthwith to Huntington. Any award or payment so received by Huntington may at the option of Huntington be retained and applied, in whole or in part, to the Indebtedness (whether or not then due and payable) in such manner as Huntington may determine or released m whole or in part to Borrower upon terms satisfactory to Huntin~on for the purpose of altering, restoring or rebuilding any part of the Mortgaged Property which may have been altered, damaged or destroyed as a result of such taking, alteration or proceedings, but Huntington shall not be obligated to see to the application of any funds so released. Unless Borrower and Huntington otherwise agree in writing, any such application of proceeds to the Indebtedness shall not extend or postpone the due date of the monthly installments referred to in the Note or change the amount of such installments. If Borrower receives notice, written or unwritten, of any actual, intended or threatened condemnation or eminent domain proceeding, Borrower shall forthwith furnish a copy of any written notice to Huntington or inform Huntington in writing if such notice was unwritten. Borrower further authorizes Huntington, at Huntington's option and at Borrower's expense, as attorney-in-fact for Borrower, to commence, appear in and prosecute, in Borrower's or Huntington's name, any action or proceeding relating to any condemnation or other taking of all or any part of the Mortgaged Property and to settle or compromise any claims in connection with such condemnation or other taking. 17. Assignment of Rents and Leases. (a) Borrower hereby absolutely and unconditionally assigns, transfers and sets over unto Huntington and Huntington's successors and assigns all present and future leases covering ail or any part of the Mortgaged Property (the "Leases"), together with any extensions or renewals thereof and any guaranties of any tenants' obligations thereunder, and all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may herealSer become due under the Leases or any extensions or renewals thereof, as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the Leases, ail liquidated damages following default under the Leases and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantabiliry caused by damage to any part of the Mortgaged Property. (such rents, income, receipts, revenues, issues, profits and other .moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower may have against any tenant under any of the Leases or others in possession of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of Default, as hereinafter defined, Borrower shall have a license to collect and receive all Rents as trustee for the benefit of Huntington and Borrower. (b) Although not presently intended, in the event the Mortgaged Property becomes primarily used as income producing properly, the Borrower represents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capacity to make this assignment. No person or entiw other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permit-ted Encumbrances. OR: 2471 PG: 3171 (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and ever',' obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceedino arising under, or in any manner connected with, the Leases or the obligations and undertakings of'the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property. in a manner to insure maximum Rents and shall enter into and maintain a contract, approved by Huntington as to form and content, with a professional property, manager, approved by Huntington, for the management and leasing of the Mort.=aged Property. - ~ (iv) Leases or the Rents. Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the (v) Borrower shall not (1) waive, excuse, condone or in any manner release or discharge any tenant under any of the Leases; (2) disaff'u-m, cancel, terminate or consent to any surrender of any of the Leases; (3) modify, extend or in any way alter the terms of any of the Leases; (4) renew or extend any of the Leases, except pursuant to terms in existing Leases; (5) permit any assignment of any of the Leases; or (6) c'ollect Rents more than thirty (30) days prior to accruaI. (vi) Borrower shall give immediate notice to Huntington of any notice Borrower receives from any tenant under any of the Leases, specifying any claimed default by any party. (vii) No settlement for damages for termination of any of the Leases under the Federal Bankruptcy Code, or under any other federal, state, or local statute, shall be made without the prior written consent of Huntington, which consent may be withheld in Huntington*s sole discretion, and any check in pa.vment of such damages shall be made payable to both Borrower and Huntington. Borrower hereby assigns any such payment to Huntington, to be applied to the Indebtedness as Huntington may elect, and agrees to endorse any check for such payment to the order of Huntington. (viii) All existing Leases are valid, unmodified and in full force and effect, there are no existing defaults under any of the Leases and Borrower has not performed any act or executed any instrument which might prevent Huntington from operating under any of the terms and provisions thereof or which would limit Huntington in such operation. (ix) All future Leases shall be subject to the approval of Huntington as to form and content, including the identity, and creditworthiness of the tenant. Borrower shall provide to Huntin~on, with each prospective lease, £mancial statements for the prospective tenant and any guarantor and plans, specifications and costs for any tenant f'mish to be provided by Borrower. Borrower shall deliver to Huntington originals of each of the Leases once fully executed. Unless otherwise directed by Huntington, all Leases shall specifically provide that such Leases are subordinate to the Mortgage; that the tenant attoms to Huntington, such attornment to be effective upon Huntington's acquisition of title to the Mortgaged Property; that the tenant agrees to execute such further subordination and attornment agreements and estoppel certificates as Huntington may from time to time request; that the attornment of the tenant shall not be terminated by foreclosure; and that Huntington may, at Huntinaton's option, accept or reject such attornment. - (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability., damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for security deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntin~on, shall bear interest at the Default Rate of Interest, as de£med in the Note, OR: 2471 PG: 3172 and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility for the control, care, management, or repair of the Mortgaged Property upon Huntington or make Huntington responsible or liable for any negligence in the management, operation, upkeep, repair or control of same resulting in loss or damage or injury or death to any party.. (d) Upon the occurrence of an Event of Default as hereinafter defmed: (i) All Rents assigned hereunder shall be paid directly to Huntin~on, and Huntington may notify the tenants under the Leases (or any other parties in possession of the Mortgaged Property.) to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof, for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided all or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and ~ (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property, may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property., or any of them, or in the reduction of the Indebtedness and the payment of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agree in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Not~. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as securi .ty hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby secured. ' (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any ~vritten statement delivered by Huntin~on to the tenants. Any such payment to Huntin~on shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property and Improvements without the prior written consent of Huntington. 18. Security Agreement. The Mortgage is intended to be a security agreement pursuant to the Uniform Commercial Code as enacted in the State of Florida (the "UCC") for any of the Mortgaged Property comprising personal property and £~xtures which may be subject to a security interest pursuant to the UCC, and Borrower hereby grants to Huntington a security interest in said personal property and fixtures, whether said property, is now existing or hereafter acquired, together with replacements, replacement parts, additions, repairs and accessories incorporated therein or OR: 2471 PG: 3173 affixed thereto and, if sold or otherwise disposed of.. the proceeds (including insurance proceeds) thereofi Borrower a~ees to execute and deliver to Huntin~on UCC ffmancing statements covering said personal property and fLxmres from time to time and in such form as Hun~'ington may require to perfect or maintain the priority, of Huntington's securi~ interest with respect to said personal property, and fixtures, and Borrower shall bear ali costs thereof, including all UCC searches reasonably required by Huntington. Borrower shall not create or suffer to be created any other security, interest in said personal property and fixtures, including replacements thereof and additions thereto, l)pon the occurrence of any Event of Default as set forth in Section 19 hereof.. Huntington shall have the remedies of a secured parry under the UCC and, at Huntington's option, may also invoke the remedies provided in Section 19 hereof with respect to such property, 19. Default. The term "Event of Default" shall have the same meaning as set forth in the Note, which meaning ts incorporated by this reference herein. The failure of Borrower to receive an eauit7 contribution of $750,000.00 within 90 days from the date hereof shall constitute an Event of Default hereunder. Said equiw contribution shall be held in a loan in process account at Huntington and disbursed in accordance with the Loan Agreement. Upon the occurrence of any such Event of Default, at the option of Huntington, without notice or demand, the same being hereby expressly waived, the entire amount shall become immediately due and payable, and, in addition to any other right or remedy which Huntington may now or hereafter have at law, in equi~', or under the Loan Documents, Huntington shall have the right and power: (a) to foreclose upon the Mortgage and the lien hereof; (b) to sell the Mortgaged ~operty according to law; (c) to enter upon and take possession of the Mortgaged Property and/or have a receiver appointed therefor as set forth in Section 17 hereof; and (d) to complete the acquisition, development, construction and equipping of the Improvements and the Mortgaged Property, as provided in the Loan Agreement. 20. No Waiver. The failure of Huntington to exercise any option to declare the maturity, of the principal debt or any other sums hereby secured under any provision of any of the Loan Documents, or to forbear from exercising any right or remedy available 'to Huntington under any provision of any of the other Loan Documents. shall not be deemed a waiver of the right to exercise such option, right or remedy or declare such maturity as to such pa~t, continuing or subsequent violation of any of the covenants and agreements of the Loan Documents. Acceptance by Huntington of partial payments shall not constitute a waiver of any Event of Default. From time to time, Huntington may, at Huntington's option, without giving notice to or obtaining the consent of Borrower, Borrower's successors or assigns, any junior lienholder or any of the Guarantors, without liability on Huntington's part and notwithstanding Borrower's breach of any covenant or agreement of Borrower in the Mortgage, extend the time for payment of the Indebtedness, or any part thereof, reduce the payments thereon, release anyone liable on any of said Indebtedness, accept a renewal note or notes therefor, release from the lien of the Mortgage any part of the Mortgaged Property, take or release other or additional security., reconvey any part of the Mortgaged Property, consent to any map or plan of the Mortgaged Property, consent to the granting of any easement, .join in any extension or subordination ag-reement, or agree in writing with Borrower to modi~' the rate of interest or period of amortization of the Note or to change the amount of the monthly installments payable thereunder. Any actions taken by Huntington pursuant to the terms of this Section 20 shall not affect the obligation of Borrower or Borrower's successors or assigns to pay the sums secured by the Mortgage and to observe the covenants of Borrower contained herein, shall not affect the guaranty of any of the Guarantors, and shall not affect the lien or priority of lien of the Mortgage on the Mortgaged Property.. Borrower shall pay Huntington a reasonable service charge, together with such title insurance premiums and attorney% fees as may be incurred at Huntington's option for any such action if taken at Borrower's request. 21. Parcels; Waiver of Marshalling. In the event of foreclosure of the Mortgage, the Mortgaged Property may be sold in one or more parcels or as an entirety as Huntington may elect. Notwithstanding the existence of any other security interests in the Mortgaged Property held by Huntington or by any other party, Huntington shall have the right to determine the order in which any or all of the Mortgaged Property shall be subjected to the remedies provided herein. Huntington shall have the right to determine the order in which any or all portions of the Indebtedness are satisfied from the proceeds realized upon the exercise of the remedies 10 OR: 247i PG: 3174 provided herein. Borrower, any party who becomes liable for Borrower's obligations and covenants under the Mortgage, and any party, who now or hereafter acquires a security, interest in the Mortgaged Property, or any portion thereof, hereby waives any and all right to require the marshalling of assets in connection with the exercise of anv of the remedies permitted by applicable law or provided herein. 22. Costs of Collection. Borrower hereby agrees to pay to Huntin~on all costs of foreclosin~ the Mortgage, and all costs of enforcing, collecting and securing, and of attempting to enforce, collect and secure, the l~lote, including, without limitation reasonable attorneys' fees, appraisers' fees, court costs, notice char_~es and title insurance charges, whether such attempt be made by suit, in bankruptcy, or otherwise, and such costs and any other sums due Huntington under the Loan Documents may be included in any.judgment or decree rendered. 23. Rent Roll and Financial Statements. Borrower shall maintain full and correct books and records open to Huntington's inspection showing in detail the income, expenses and earnings of Borrower and of the Mortgaged Property, and shall provide Huntington the following: - (a) a financial statement for the Mortgaged Property consisting of a balance sheet and a complete itemized statement of income and operating expenses, prepared in accordance with general accounting principles or otherwise in form acceptable to Huntington and certified by Borrower's chief executive or financial officer, on or before October 30 of each calendar year subsequent to completion of the Improvements. or as requested from time to time by Huntington; ' (b) a rent roll of the Mortgaged Property, certified by the chief executive or financial officer of Borrower, within thirty (30) days after the end of each fiscal year of Borrower subsequent to completion of the Improvements, or as requested from time to time by Huntington, containing the name and address of each tenant, square footage of leased premises, annual rent, rent per square foot, lease commencement date, lease expiration date, date through which rent is paid, and the nature and extent of any defaults by each tenant; (c) a financial statement for Borrower consisting ora balance sheet and a complete itemized statement of annual income and operating expenses of Borrower, prepared in accordance with generally accepted accounting principles or otherwise in form acceptable to Huntington and certified by Borrower's chief executive or financial officer, on or before October 30 of each calendar year, or as requested from time to time by Huntington (d) a copy of each executed state or federal tax return, within thirty (30) days after the last date that the same can be flied without imposition of a penalty for late filing; and (e) such other financial information as Huntington may require, when requested from time to time by Huntington. Upon request of Huntington, Borrower shall cause any or all of the foregoing to be duly audited and certified by an independent certified public accountant satisfactory, to Huntington, but not more often than armually. 24. Hazardous Substances. (a) Borrower hereby covenants and agrees with Huntington that the following terms shall have the following meanings: (i) "Environmental Laws" mean all federal, state and local laws, statutes, ordinances and codes relating to the use, storage, treatment, generation, transportation, processing, handling, production or disposal of any Hazardous Substance and the rules, regulations, policies, guidelines, interpretations, decisions, orders and directives with respect thereto. (ii) "Hazardous Substance" means, without limitation, any flammable explosives, radioactive materials, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum and petroleum based products, methane, hazardous materials, hazardous wastes, hazardous or toxic substances or related materials, as 11 OR: 2471 PG: 3175 defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, .et seq.), the Hazardous Materials Transportation Act, as amended (49 U.S.C. Sections 1801, et seq,), the Resource Conservation and Recovery Act, as amended (42 U.S.C. Sections 6901, et seq.), the Toxic Substances Control Act, as amended (15 U.S.C. Sections 2601, ..et seq0, or any other applicable Environmental Law. (iii) "Indemnitee" means Huntington, its participants in the loan evidenced by the Note and ail subsequent holders of the Mortgage, their respective successors and assigns, their respective officers, directors, employees, agents, representatives, contractors and subcontractors and any subsequent owner of the Property and Improvements who acquires title thereto from or through Huntington. (iv) "Release" has the same meaning as given to that term in the Comprehensive Environmental Response, Compensation and Liability Act of I980, as amended (42 U.S.C. Sections 9601, e*t seq.) and the regulations promulgated thereunder. (b) Borrower represents and warrants to Huntington that, to its knowledge after due investigation: (i) the Property and Improvements are not being or have not been used for the storage, treatment, generation, transportation, process/ng, handling, production or disposal of any Hazardous Substance in violation of any Environmental Laws; (ii) the Property and Improvements do not contain any Hazardous Substances in violation of any Environmental Laws; (iii) there has been no Release of any Hazardous Substance on, at or from the Property and Improvements or any property adjacent to or within the immediate vicinity of the Property and Improvements and Borrower has not received any form of notice or inquiry with regard to such a Release or threat of such a Release; (iv) no event has occurred with respect to the Property and Improvements which, with the passage of time or the giving of notice, or both, would constitute a violation of any applicable Environmental Law; (v) there are no agreements or orders or directives of any federal, state or local governmental agency or authority relating to the Property and Improvements which require any work, repair, construction, containment, clean up, investigations, studies, removal or other remedial action with respect to the Property and Improvements; and (vi) there are no actions, suits, claims or proceedings, pending or threatened, which seek any remedy, that arise out of the condition, ownership, use, operation, sale, transfer or conveyance of the Property and Improvements and (I) a violation or alleged violation of any applicable Environmental Law, (2) the presence of any Hazardous Substance or a Release of any Hazardous Substance or the threat of such a Release, or (3) human exposure to any Hazardous Substance. (c) Borrower covenants and agrees with Huntington as follows: (i) Borrower shall keep, and shall cause all operators, tenants, subtenants, licensees and occupants of the Property and Improvements to keep, the Property and Improvements fi'ee of all Hazardous Substances, except for Hazardous Substances stored, treated, generated, transported, processed, handled, produced or disposed of in the normal operation of the Property and Improvements as a residential development in accordance with all Environmental Laws. (ii) Borrower shall comply with, and shall cause all operators, tenants, subtenants, licensee and occupants of the Property and Improvements to comply with, all Environmental Laws. (iii) Borrower shall promptly provide Huntington with a copy of all notifications which ir gives or receives with respect to any past or present Release of any Hazardous Substance or the threat of such a Release on, at or from the Property and Improvements or any property adjacent to or within the immediate vicinity of the Property and Improvements. (iv) Borrower shall undertake and complete all investigations, studies, sampling and testing for Hazardous Substances required by Huntin~on and, in accordance with all Environmental Laws, all removal and other remedial actions necessary to contain, remove and clean up all Hazardous Substances that are determined to be present at the Property and Improvements in violation of any Environmental Laws. 12 OR: 2471 PG: 3176 (v) Huntington shall have the right, but not the obligation, to cure any violation by Borrower of the Environmental Laws and Huntington's cost and expense to so cure shall be secured by the Mortgage. (d) Borrower covenants and agrees, at its sole cost and expense, to indemnify, defend and save harmless l_ndemnitee from and against any and all damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, judgments, suits, actions, proceedings, costs, disbursements and/or expenses (including, without limitation, reasonable attorneys' and experts' fees and expenses) of any kind or nature whatsoever which mav at any time be imposed upon, incurred by or asserted or awarded against Indemnitee arising out of the condition,' ownership, use, operation, sale, transfer or conveyance of the Property and Improvements and (i) the storage, treatment generation, transportation, processing, handling, production or disposal of any Hazardous Substance, (ii) the presence of any Hazardous Substance or a Release of any Hazardous Substance or the threat of such a Release, (iii) human exposure to any Hazardous Substance, (iv) a violation of any Environmental Law, or (v) a material misrepresentation or inaccuracy in any representation or warranty, or material breach of or failure to perform any covenant made by Borrower herein (collectively, the "Indemnified Matters"). The liability of Borrower to Indemnitee hereunder shall in no way be limited, abridged, impaired or otherwise affected by (i) the repayment of all sums and the satisfaction of ali obligations of Borrower under the Note, the Mortgage or other Loan Documents, (ii) the foreclosure of the Mortgage or the acceptance of a deed in lieu thereof, (iii) any amendment or modification of the Loan Documents by or for the benefit of Borrower or any subsequent owner of the Property and Improvements, (iv) any extensions of time for payment or performance required by any of the Loan Documents, (v) the release or discharge of the Mortgage or of Borrower, any of the Guarantors or any other person from the performance or observance of any of the agreements, covenants, terms or conditions contained in any of the Loan Documents whether by Huntington, by operation of law or otherwise, (vi) the invalidity or unenforceabi'lity of any of the terms or provisions of the Loan Documents, (vii) any exculpatory provision contained in any of the Loan Documents limiting Huntington recourse to property encumbered by the Mortgage or to any other security or limiting Huntington rights to a deficiency judgment against Borrower, (viii) any applicable statute of limitations, (ix) the sale or assignment of the Note or the Mortgage, (x) the sale, transfer or conveyance of all or part of the Property and Improvements, (xi) the dissolution or liquidation of Borrower, (xii) the death or legal incapacity of Borrower, (xiii) the release or discharge, in whole or in part, of Borrower in any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceeding, or (xiv) any other ckcumstances which might otherwise constitute a legal or equitable release or discharge, in whole or in part, of Borrower under the Note or the Mortgage. The foregoing indemnity shall be in addition to any and all other obligations and liabilities Borrower may have to Huntington at common law. 25. Subordinate Mortgages. Borrower. shall not, without the prior written consent of Huntington, which consent may be withheld in Huntington's sole discretion, grant or permit to be created any lien, security interest or other encumbrance, other than Permitted Encumbrances, covering any of the Mortgaged Property (each a "Subordinate Mortgage"). If Huntington consents to a Subordinate Mortgage or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable, any such Subordinate Mortgage shall contain express covenants to the effect that: (a) the lien of the Subordinate Mortgage and all instruments incorporated therein by reference is and always shall be unconditionally subordinate to the lien of the Mortgage and to all advances made pursuant to, and sums secured by, the Mortgage, and the Mortgage and all instruments incorporated herein by reference may be renewed, extended, restructured, modified, increased or reinstated at any t/me without giving notice to or obtaining the consent of the Subordinate Mortgage holder; (b) if any action shall be instituted to foreclose or otherwise enforce the Subordinate Mortgage, no tenant of any of the Leases shall be named as a party defendant and no action shall be taken which would terminate any occupancy or tenancy without the prior written consent of Huntington; 13 OR: 2471 PG: 3177 (c) in the event of any conflict between the covenants and a~eements of the Mortgage and the Subordinate Mortgage, the covenants and agreements of the Mortgage shall prevail; id) Rents, if collected by or for the holder of the Subordinate Mortgage, shall be applied f~rst to the payment of the Indebtedness and expenses incurred in the ownership, operation and maintenance of the Mortgaged Property in such order as Huntington may determine, prior to being applied to anv indebtedness secured by the Subordinate Mortgage; ' (e) a copy of any notice of default under the Subordinate Mortgage and written notice and opportunity to cure of not less than thirty (30) days prior to the commencement of any action to foreclose or otherwise enforce the Subordinate Mortgage shall be given to Huntington; and if) the holder of the Subordinate Mortgage shall acknowledge the existence of the Indebtedness secured hereby and further acknowledge that the lien of the Mortgage shall at all times be and remain superior and prior to the lien of the Subordinate Mortgage to the extent of the entire Indebtedness secured hereby, no~vithstanding any change in the variable rate of interest being charged under the Note. 26. Priority of Mortgage Lien. Huntington, at Huntington's option, is authorized and empowered to do all things provided to be done by a mortgagee under Florida Statutes, and any present or future amendments or supplements thereto, for the protection of Huntington's interest in the Mortgaged Property. 27. Notice. Any notice required or permitted to be given hereunder shall be in writing. If mailed by f~rst class United States mail, postage prepaid, registered or certified with return receipt requested, then such shall be effective upon its deposit in the mails. Notice given in any other manner shall be effective only if and when received by the addressee. For purposes of notice, the addresses of Borrower and Huntington shall be as set forth below; provided however, that either parry shall have the right to change such party's address for notice hereunder to any other location within the continental United States by the giving of thirty (30) days' notice to the other parry. If to Borrower: WCSP LLC 2154 Trade Center Way, Suite #3 Naples, Florida 34109 If to Huntington: The Huntington National Bank Private Financial Group 8889 Pelican Bay Boulevard Naples, Florida 34108 28. Miscellaneous. The covenants herein contained shall bind, and the benefits and advantages shall inure to, the respective successors and assigns of the parties hereto. Whenever used, the singular number shall include the plural, the plural the singular, and the use of any gender shall include all genders. If any provision of the Mortgage is illegal, or hereafter rendered illegal, or is for any other reason void, voidable or otherwise unenforceable, or hereafter rendered void, voidable or otherwise unenforceable, the remainder of the Mortgage shall not be affected thereby, but shall be construed as if it does not contain such provision. Each right and remedy provided in the Mortgage is distinct and cumulative to all other rights or remedies under the Mortgage or afforded by law or equity, and may be exercised concurrently, independently or successively, in any order whatsoever. The Mortgage shall be governed by and construed under the laws of the State of Florida. 29. Releases. Provided that Borrower is not in default and that the request for release otherwise satisfies the release provisions of the Loan Documents, Huntington shall release individual Lots from the operation of its Loan Documents relating to Fund One upon payment of(i) ninety-two percent (92%) of the scheduled minimum sales price, as reflected on the sales schedule to be provided by Borrower and approved by Huntington, which approval shaI1 not be unreasonably withheld, or (ii) one hundred percent (100%) of net proceeds of sale, whichever is greater. Borrower's failure to obtain satisfactory purchase and sale contracts for 9 homes or Lots during the first 12 months of the Loan, 14 OR: 2471 PG: 3t78 which contracts are beyond any rescission period and each purchaser shall have deposited with Huntington an earnest money deposit made in connection therewith, in an amount not less than 20% of the purchase price, and the contractual closing date shall be within customary market time limits shall constitute an Event of Default. FOR A2qI) IN CONSYDERATION OF BANK'S ADVANCEM]ENT OF THE PRINCIPAL SUM, HEREUNDER IN THE AMOUNT OF $4,259,500.00, THE UNDERSIGNED, BEING AN EXPERIENCED PARTICIPANT IN SOPHISTICATED REAL ESTATE VENTUq;LES, AND HAVING CONSULTED WITH COUNSEL OF ITS CHOOSING, HEREBY WAIVES ANY RIGHT TO TRIAL BY dqJRY WITH RESPECT TO A.NY ACTION OR PROCEEDING (1) BROUGHT BY THE UNDERSIGNED, THE HOLDER OR ANY OTHER PERSONS RELATING TO (A) THE LOAN OR CB) THE SECURITY DOCUMENTS OR (2) TO WHICH THE HOLDER IS A PARTY. THE UNDERSIGNED HEREBY AGREES THAT THIS NOTE CONSTITUTES A WRITTEN CONSENT TO WAIVER OF TRIAL BY JURY, AND THE UNDERSIGNED DOES HEREBY CONSTITUTE AND APPOINT THE HOLDER ITS TRUE AND LAWFUL ATTORNEY IN FACT, WHICH APPOINTMENT IS COUPLED WITH AN INTEREST, AND THE UNDERSIGNED DOES HEREBY AUTHORIZE AND EMPOWER THE HOLDER, IN THE NAME, PLACE, AND STEAD OF THE UNDERSIGNED, TO FILE THIS NOTE WITH THE CLERK OR JUDGE OF ANY COURT OF CO1V[PETENT JURISDICTION AS A WRITTEN CONSENT TO WAIVER OF TRIAL BY JURY. THE UNDERSIGN-ED ACICNOWLEDGES THAT ITS WAIVER OF TRIAL BY JURY HAS BEEN MADE KNOW[NGLY, INTENTIONALLY AND WILLINGLY BY THE UNDERSIGNED AS PART OF A BARGAINED FOR LOAN TRANSACTION. PROVIDED, HOWEVER, that these presents are upon the condition that if Borrower shall fully and promptly pay when due the Indebtedness and shall completely, faithfully and punctually perform all of the Obligations under the terms and conditions of the Loan Documents, including any swap agreements, then the Mortgage shall be void; otherwise it shall remain in full force and effect in law and equity forever. IN WITNESS WHEREOF, Borrower has caused the Mortgage to be executed as of the /~/~" day of October, 1998. Signed an~i, acknowledged in the pieCe/nco of: -- ~ (printed) (printe~)~ WCSP LLC, a Florida limited liability company By: SP LLC, a Florida limited liability company, its Manager / :2? A~ur ~ S~a~,~anager STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged before me this/~,A/ day of October, 1998, by ARTHUR A. SHAFRAN, Manager ofSP LLC, a Florida limited liability company, Manager ofWCSP LLC, a Florida limited liability company and who is [}~] personally known to me, or [ ] who produced as identification. corrkrn4s s ~ on;J~xt~. ~atlon: 15 ' OR: 247! PG: 3179 D~scriptton of Tract "A" of the proposed plat of Grey Oaks Un/t Thirteen, being a part of Section 24 and 25, TownshiD 49 South, R-nge 25 East, Collier County, Florida. Ail that part of the proposed plat of Grey Oaks Unit Thirteen and all that part of Sections 24 and 25, Township 49 South, Range 25 East, Collier County, Florida being more partic!!laxly described as follows: Commencing at the Southwestertymost corner of Tract 'R" of Grey Oaks Unit Six according to the plat thereof as recorded in Pint Book 27, pages 78-79, Public Records of Collier County, Florida; thence South 89 degrees 55'00" East 84.00 feet; thence South 00 degrees 08'00" We~t 20.00 feet; thence southerly 109.68 feet along the are of a tangential circular curve concave to the west having a radius of 584,00 feet through a central angle of 10 degrees 45'38" and being subtended by a chord which bears South 08 degrees 27'49" West 109.52 feet; thence South 10 degrees 50'38" West 203.60 feet; thence southeasterly 302.68 feet along the arc of a tangential circular curve Concave to the east having a radius of 316.00 feet through a central angle of 54 degrees 52'50" and being subtended by a chord which bears South 16 degrees 35'46" East 291.24 feet; thence South 44 degrees 02'11" East 198.23 feet; thence South 45 degrees 57'44" West 84.00 feet to the Point of Beginning of the pared herein described; thence southeasterly 38D1 feet along the are of a tangential circular curve concave to the southwest hating a radius of 800.00' feet through a central angle of 02 degrees 47'12" and being subtended by a eixord which bears South 42 degrees 38'38" East 38.91 feet to a point of cusp; t ' hence westerly 40.49 feet along the are of a tangential eir~ular curve concave to the south having a radius of 25.00 feet though a central anglt' ~)i' 92 degrees 47'12" and being subtended by a chord which bears North 87 degrees 38'35" West 36.20 feet; thence South 45 degrees 57'49" West 6.79 feet; thence southwesterly 201.45 feet along the arc of a tangential circular curve concave to the northwest having a radius of 550.00 feet through a central angle of 20 degrees 59'09" and being subtended by a chord which bears South f6 degrees 27'23" West 200.32 feet; thence South 66 degrees 56'57" West 26.60 feet; thence South 23 degrees 03'03" East 140.00 feet; thence southwesterly 31.42 feet along the are of a tangential circular curve concave to the west having a radius of 20.00 feet through a central angle of 90 degrees 00'00" and being subtended by a chord which bears South 21 degrees 56'57" West 28.28 feet; thence South 66 degrees 56'57" West 172.75 feet; thence southwesterly and southerly 217.33 feet along the are of a tangential circular curve concave to the east having a radi~s of 125.00 feet through a central angle of 99 degrees 36'55" and belr~g subtended by a Chord which bears South 17 degrees 08'30" West 190,97 feet to a point of reverse curvature; thence southerly~ westerIy and northerly 888.93 feet along the arc of a tangential circular curve concave to the north having a radius of 220.00 feet through a central angle of 231 degrees 30'35" and being subtended by a chord which bears South 83 degrees 05~19" West 396.29 feet to a point of reverse curvature; thence northerly 61.49 feet along the are of a tangential circular curve concave to the west having a radius of 140,00 feet through a central angle of 25 degrees 1{}'00" and being subtended by a chord which bears . North 06 degrees 15'37" East 61.00 feet to a point of reverse curvature; thence northeasterly 251._98 feet along the arc of a tangential circular curve concave to the east having a radius of 495.00 feet through a central angle of 29 degrees 09'59" and being subtended by a chord which bears North 08 degrees 15'36" East 249.27 feet to a point or reverse curvature; OR: 2471 PG: 3180 t'hence' northwesterly 59,84 feet along the are of a tangential circular curve eoncaye to the west having a radius of 40.00 feet through a central angle of 85 degrees 42'44" and being subtended by a chord which bear~ North 20 degrees 00'47" West 54,41 feet to a point of reverse curvature; thence northwesterly, northeasterly and southeasterly 840.50 feet along the arc of a tangential circular curve concave to the southeast havhag a radius of 220.00 feet through a centxal angle of 218 degrees 53'42. and being subtended by a chord which bears North 46 degrees 34'43" East 414,90 feet to a point of reverse curvature; thence south.easterly and northeasterly 77.73 feet along the arc of a tangential circular curve concave to the northeast having a radius of 50.00 feet through a central angle of 89 degrees 04'37" and being subtended by a chord which bears South 68 degrees 30'44' East 70.14 feet; tlaence North 66 degrees 56'57" East 122.04 feet; thence northeasterly 123.67 feet along the arc of a tangential circular curve concave to the northwest having a radius of 330.00 feet through a central angle of 21 degrees 28'19" and being subtended by a chord which bears North 56 degrees 12'48" Eas£ I22.95 feel~; thence southeasterly 9.10 feet along the arc of a tangential circular curve concave to the northeast having a radius of 430.00 feet through a central angle of 01 degrees 12'45" and being subtended by a chord which bears South 43 degrees 25'48" East 9.10 feet; thence South 44 degrees 02'i1" East 160.91 feet; thence North 45 degrees 57'49" East 5.00 feet; thence northerly 39.27 feet' along the arc of a tangential circular curve concave to the west having a radius of 25,00 feet through a. centraI angle of 90 degrees 00'00" and being ~ubtended by a chord which bears North O0 degrees 57'49" Eas~ 35.36 feet; thence South 44 degrees 02'l~P'East 62.32 feet to the Point of Beginning of the parcel herein described. OR: 2471 PG: 3181 EXHIBIT "B" PERMITTED ENCUMBRANCES Declaration of Master Covenants, Conditions and Restrictions for Grey Oaks as recorded in Official Records Book 1697, page 1167 and re-recorded in Official Records Book 1740, page 1760, as amended in Official Records Book 1807, Page 656, Official Records Book 1975, Page 41, Official Records Book 2056, Page 2220, Official Records Book 2283, Page 765, Official Records Book 2327, Page 2039 and Official Records Book 2453, Page 1852, all of the Public Records of Collier County, Florida, including the following: a. Charges for Assessments. Terms, provisions and conditions of Resolution No. 89-5751 of the City Council oft. he City of Naples, Florida and Development Agreement between Halstatt Partnership and the City of Naples, attached thereto, as recorded in O.R. Book 1603, Page 1453, of the Public Records of Collier County, Florida. Notice of Adoption of Development Order 90-3 by the Board of County Commissioners Collier County, Florida, as recorded in Official Records Book 1552, Page 1457, and Notice of Modification of Adopted Development Order modifying Development Order 90-3, by adopting Resolution No. 90-498 (Development Order 90-5) recorded in Official Records Book 1625, Page 1197, and Notice of Modification of Adopted Development Order modifying Development Order 90-3 (as previously modified by 90-5) by adopting Resolution No. 90-571 recorded in Official Records Book 1625, Page 1199, all of the Public Records of Collier County, Florida. Notice of Adoption of Development Order by the City Council of The City of Naples, Collier County, Florida, by Resolution No. 90-6211 recorded in Official Records Book 1625, Page 1201, Public Records of Collier County, Florida. Terms, provisions and conditions of Orange Blossom Drive Force Main Contribution Agreement. as recorded in Official Records Book 1572, Page 840, of the Public Records of Collier County, Florida. Terms, provisions and conditions of Airport Road South of Orange Blossom Drive Force Main Contribution Agreement as recorded in Official Records Book I572, Page 902, as extended in Official Records Book 2182, Page 26 I, all of the Public Records of Collier County, Florida. The following is a permitted lien subordinate to the lien of this Mortgage: Mortgage from WCSP LLC, a Florida limited liability coml~any to The Huntington National Bank, encumbering the property described under Exhibit "A" of this Mortgaee, in the original principal sum of $3,000,000.00. ~ NAPLES/0083709.0I PREPARED BY: W. JEFFREY CECIL, ESQUIRE PORTER, WRIGHT, MORRIS & ARTHUR 4501 TAMIAMI TRAIL NO., STE. 400 NAPLES, FL 34103 23 .,047 OR: 2471 PG: 3182 RECORDED in OFFICIAL RECORDS Of COLLIER COUNTY, FL i0/i9/98 at 04:02PM DWIGHT E, BROCK, CLERK OBLD 3000000,00 OBL! 3000000,00 REO ~EE 82,50 DOC-,35 10500,00 tNT-,O02 CUMMINGS & LOCKWOOD P 0 BOX 4!30~2 NAPLES FL 34101 3032 SECOND MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT KNOW ALL MEN BY THESE PRESENTS, that WCSP LLC, a Florida limited liability, company, having an office at 2154 Trade Center Way, Suite #3, Naples, Florida 34109 ("Borrower"), in consideration of the pa.vments to Borrower which THE HUNTINGTON NATIONAL BANK, a national banking association, having an office at 8889 Pelican Bay Boulevard, Naples, Florida 34108 ("Huntin~on"), has made contemporaneously herewith or may hereafter make, does hereby GRANT, BARGAIN, SELL AND CONVEY unto Huntington, its successors and assigns forever, certain real property situated in the State of Florida, and County of Collier, and being more fully described in Exhibit "A" hereto and by this reference made a part hereof (the "Property"), together with the following, whether now owned or hereafter acquired by Borrower: (a) all improvements now or hereafter attached to or placed, erected, constructed or developed on the Property (collectively the "Improvements"); (b) all £bxtures, furnishings, equipment, inventory, and other articles of personal property. (collectively the "Personal Property") that are now or hereafter attached to or used in or about the Improvements or that are necessary or useful for the complete and comfortable use and occupancy of the Improvements for the purposes for which they were or are to be attached, placed, erected, constructed or developed or that may be used in or related to the planning, development, financing or operation of the hnprovements, and all renewals of or replacements or substitutions for any of the foregoing, whether or not the same are or shall be attached to the Improvements or the Property; (c) all water and water rights, timber, crops, and mineral interests pertaining to the Property; (d) all building materials and equipment now or hereafter delivered to and intended to be installed in or on the Improvements or the Property.; (e) all plans and specifications for the Improvements; (f) all contracts relating to the Property, the Improvements or the Personal Property; (g) alt deposits (including, without limkation, tenants' security deposits), bank accounts, funds, documents, contract rights, accounts, commitments, construction agreements, architectural agreements, general intangibles (including, without limitation, trademarks, trade names and symbols), instruments, notes and chatteI paper arising from or by virtue of any transactions related to the Property, the Improvements or the Personal Property; (h) all permits, licenses, franchises, certificates, and other rights and privileges obtained in connection with the Property, the Improvements or the Personal Property; (i) all proceeds arising from or by virtue of the sale, lease or other disposition of the Properly, the Improvements, the Personal Property or any portion thereof or interest therein; (j) all proceeds (including, without limitation, premium refunds) of each policy of insurance relating to the Property, the Improvements or the Personal Property; (k) all proceeds from the taking of any of the Property, the Improvements, the Personal Property or any rights appurtenant thereto by right of eminent domain or by private or other purchase in lieu thereof (including, without limitation, change of grade of streets, curb cuts or other rights of access), for any public or quasi-public use under any law; (1) all right, title and interest of Borrower in and to all streets, roads, public places, easements and rights-of-way, existing or proposed, public or private, adjacent to or used in connect/on with, belonging or pertaining to the Property.; (m) ail of the leases, licenses, occupancy agreements, rents (including without limitation, room rents), royalties, bonuses, issues, profits, revenues or other benefits of the Property, the Improvements or the Personal Property., including, without limitation, cash or securities deposited pursuant to leases to secure performance by the lessees of their obligations thereunder; (n) all rights, hereditaments and appurtenances pertaining to the foregoing; and (o) other interests of every kind and character that Borrower now has or at any time hereafter acquires in and to the Property, Improvements, and Personal Property. described herein and all property that is used or useful in connection therewith, including rights of ingress and egress and all reversionary rights or interests of Borrower with respect thereto (all of the same, including the Property., collectively the "Mortgaged Property"). TO HAVE AND TO HOLD the Mortgaged Property, together with the rights, privileges and appurtenances thereto belonging, unto Huntington and its successors and assigns forever, and Borrower hereby binds itself and its OR: 247! PG: 3183 successors and assigns to warrant and forever defend the Mortgaged Property unto Huntington and its successors and assigns, against the claim or claims of all persons claiming or to claim the same or any parr thereof, except as to those matters described in Exhibit "B" attached hereto and by this reference made a part hereof (the "Permit-ted Encumbrances"). This Second Mortgage, Assignment of Rents and Security Agreement (the "Mortgage") is given for the purpose of securing loan advances which Huntington is obligated to make to Borrower for consn'uction of presold homes and up to two (2) model or spec homes on single family residential Lots at Grey Oaks, a residential community located in Naples, Florida (the "Project"), pursuant to the terms and conditions of the Construction Loan Agreement by and between Borrower and Huntington (the "Loan Agreement") which Loan Agreement is by this reference made a parr hereof. ~ ' - This Mortgage is given to secure not only existing indebtedness, but also future advances, whether such advances are obligatory or are to be made at the option of Mortgagee, or otherwise, as are made within twenty (20) years from the date hereof, to the same extent as if such future advances are made on the date of the execution of this Mortgage. The total amount of indebtedness that may be so secured may decrease to a zero amount from time to time. or may increase from time to time, but the total unpaid balance so secured at one time shall not exceed Six Millior~ Dollars ($6,000,000.00), plus interest thereon, and any disbursements made for the pa.vment of taxes, levies, or insurance on the Mortgaged Property, with interest on such disbursements at the Default Rate as hereinafter defined. Mortgagor covenants and agrees with Mortgagee that: (a) Mortgagor waives and agrees not to assert any right to limit future advances under this Mortgage, and any such attempted limitation shall be null, void and of no force and effect. Any correspondence by Mortgagor regarding the future advances must be sent to both Mortgagee at the address set forth above and to Mortgagee's counsel: W. Jeffi-ey Cecil, Esq., Porter, Wright, Morris & Arthur, 4501 Tamiami Trail North, Naples, Florida 34103. (b) An event of default under the Mortgage shall automatically exist (i) if Mortgagor executes any instrument which purports to have or would have the effect of impairing the priority of or limiting any future advance which might ever be made under the Mortgage or (ii) if Mortgagor takes, suffers, or permits any action or occurrence which would adversely affect the priority of any future advance which might ever be made under the Mortgage. ' ~ THE MORTGAGE IS GIVEN TO SECURE: the full and prompt payment, whether at stated maturity., accelerated maturity or otherwise, of any and all indebtedness, whether fixed or contingent (collectively the "Indebtedness") and the complete, faithful and punctual performance of any and all other obligations (collectively the "Obligations") of Borrower to Huntington under the terms and conditions of(a) the Loan Agreement; (b) a Note, dated October 15, 1998, made by Borrower to Huntington, in the principaI amount of Three Million Dollars ($3,000,000.00), payable not later than October 15, 2000, and any and all renewals, amendments, modifications, reductions and extensions thereof and substitutions therefor (the "Note"); (c) this Mortgage; and (d) any other instrument, document, certificate or affidavit heretofore, now or hereafter given by Borrower evidencing or securing or by any person guaranteeing (the "Guarantors") all or any part of the foregoing (the same together with the Loan Agreement, the Note and this Mortgage, collectively the "Loan Documents"). Borrower, for itself and/ts successors and assigns, hereby covenants with Huntington, its successors and assigns, that: 1. Title. Borrower represents that it has good and marketable title in fee simple to the Mortgaged Property, free and clear fi.om all conditions, restrictions, easements, liens, encumbrances and adverse claims whatsoever, except the Permitted Encumbrances. If the interest of Huntington in the Mortgaged Property or any parr thereof shall be endangered or shall be at'tacked, directly or indirectly, Borrower hereby authorizes Huntington, at Borrower's expense, to take all necessary and proper steps for the defense of such interest, including the employment of counsel, OR: 247! PG: 3t84 the prosecution or defense of litigation and the compromise or discharge of claims made against such interest. Any sums so expended by Huntington shall be charged against Borrower and collectible in accordance with the terms of Section 12 hereof. 2. Further Assurances. Borrower shall furnish to Huntington evidence of the title of Borrower to the Mortgaged Property. at the execution and delivery hereof and from time to time hereafter as may be deemed necessary by and satisfactory to Huntington, and Borrower shall promptly pay the cost of said title evidence'when due and payable. Borrower, upon the request of Huntington, shall execute, acknowledge, deliver, file and record such further instruments and do such further acts as may be necessary, desirable or proper to carry out the purposes of the Loan Documents and to subject to the liens and security interests created thereby any property intended by the terms thereof to be covered thereby, including specifically, but without limitation, any renewals, additions, substitutions, replacements, improvements or appurtenances to the Mortgaged Property. 3. Subrogation for Further Security. Huntington shall be subrogated for its further security to the lien, although released of record, of any and all encumbrances paid with any advance of Indebtedness; provided, however, that the terms and provisions hereof shall govern the rights and remedies of Huntington and shall supersede the terms, provisions, rights, and remedies under the lien or liens to which Huntington is subrogated. 4. Status Quo. Except as expressly permitted herein or except with the written consent of Huntington, which consent may be withheld in Huntington's sole discretion, Borrower shall not (a) sell, assign, mortgage, pledge, lease or otherwise convey or further encumber the Mortgaged Property, or any portion thereof, or legal, equitable or beneficial interest therein; (b) sell, assign, pledge or otherwise transfer any beneficial interests in Borrower which individually or in the aggregate would have the effect of transferring the power to direct the operations of Borrower or the Mortgaged Property; (c) contract for any of the same; (d) permit the Mortgaged Property, or any portion thereof, or legal, equitable or beneficial interest therein, to be subject to any superior or inferior lien or encumbrance; (e) subdivide, resubdiv/de or submit to the condominium form of ownership all or any portion of the Mortgaged Property, or any portion thereof; or (f) initiate or acquiesce in any change in the zoning classification of the Proper~y or any portion thereof. and payable. Payment of Indebtedness. Borrower shall promptly pay the Indebtedness as the same becomes due 6. Estoppel Certificate. Borrower shall furnish to Huntington within ten (10) days of any written request of Huntington, a written statement, duly acknowledged by Borrower, setting forth the sums secured by the Mortgage and any right of set-off, counterclaim or other defense which Borrower alleges to exist against such sums and obligations secured by the Mortgage. 7. Taxes and Other Impositions. Borrower shall promptly pay before delinquency all taxes, assessments, charges, times or impositions, general, local or special (collectively the "Impositions"), levied upon the Mortgaged Property, or any part thereof, or upon Huntington% interest therein, or upon the Mortgage or the Indebtedness, by any duly or legally constituted public authority, municipality, township, county or state or the United States, and exhibit the evidence of the pa,vment thereof to Huntington within seven (7) days therea~er; provided that Borrower, at Borrower's own cost and expense may, if it shall in good faith so desire, contest the validity or amount of any Impositions, in which event Borrower may defer the payment thereof for such period as such contest shall be actively prosecuted and shall be pending undetermined; further provided, however, that Borrower shall not allow any such Impositions so contested to remain unpaid for such length of time as shall permit all or any portion of th~ Mortgaged Property., or the lien thereon created by such item, to be sold by federal, state, county or municipal authority for the nonpayment thereof. Pending any such contest, Borrower shall furnish to Huntington an indemnity bond secured by a deposit in cash or other security acceptable to Huntington, in the amount of the tax or assessment being contested by Borrower, plus a reasonable additional sum to pay all costs, interest and penalties which may be imposed or incurred in connection therewith. OR: 2471 PG: 3185 In the event that one or more of the Impositions on Huntington's interest in the Mortgaged Property, the Mortgage or the Indebtedness cannot be lawfully paid by Borrower, then Borrower shall repay the Indebtedness in fail without penalty within sixty (60) days after demand therefor by Huntington. 8. Insurance and Indemnification, Borrower shall provide, maintain and keep in force at all times the following policies of insurance: (a) Insurance against loss or damage to the Improvements and the Personal Property caused by fire and any of the risks covered by insurance of the type now known as coverage against all risks of physical loss", in an amount equal to one hundred percent (100%) of the replacement cost of the Improvements and the Personal Property and sufficient to prevent Borrower and Huntington from becoming co-insurers, and otherwise with terms and conditions acceptable to Huntington; (b) Comprehensive broad form general liability insurance, insuring against any and all claims for personal injury, death or property damage occurring on, in or about the Property,, the Improvements and the adjoining streets, sidewalks and passageways, subject to a combined single limit of not less than One Million Dollars ($1,000,000.00) for personal injury, death or property damage arising out of any one accident and a general aggregate limit of not less than Three Million Dollars ($3,000,000.00), and otherwise with terms and conditions acceptable to Huntington; (c) Worker's compensation insurance (including employers liability insurance, if available and requested by Huntington) for all employees of Borrower engaged on or with respect to the Property and the Improvements in the limits established by law or, if limits are not so established, in such amounts as are acceptable to Huntington; (d) During the course of any development or construction of the Improvements, builder's completed value risk insurance against "all risks of physical loss", including collapse and transit coverage, in the amounts set forth in Subsection 8(a) above, and otherwise with terms and conditions acceptable to Huntington; (e) Upon obtaining a certificate of occupancy for the Improvements or any portion thereof, business interruption insurance and/or loss of "rental value" insurance in an amount not less than the appraised rentals for the Mortgaged Property for a minimum of twelve (12) months, and other~vise with terms and conditions acceptable to Huntington; (f) If the Improvements are located in a federally-designated flood hazard area, then flood hazard coverage, in the maximum amount available and otherwise with terms and conditions acceptable to Huntington; and (g) Such other insurance coverage, and in such amount, as may from time to time be required by Huntington against the same or other hazards. All such policies shall be in a form acceptable to Huntington. Each policy of casualty insurance shall contain a mortgagee clause, substantially in the form of the standard New York mortgagee clause or otherwise acceptable to Huntington, showing Huntington as mortgagee. Each policy of liability insurance shall show Huntington as an additional insured. Unless the policy so provides, each policy of insurance required by the terms of the Mortgage shall contain an endorsement by the insurer, for the benefit of Huntington, (i) that any loss shall be payable in accordance with the terms of such policy notwithstanding any act or negligence of Borrower which might otherwise result in forfeiture of said insurance, (ii) that any rights of set-off, counterclaim or deductions against Borrower are waived and (iii) that such policy shall not be canceled or changed except upon not less than thirty (30) days prior written notice delivered to Huntington. All such insurance policies and renewals thereof shall be written by companies with a Best's Insurance Reports policy holders raring orA* and a financial size category of Class XV or be expressly approved by Huntinaton in writing. OR: 2471 PG: 3186 Huntington shall have the right to hold the policies, or certificates thereof acceptable to Huntington with certified copies of the policies, and Borrower shall promptly furnish to Huntin~on ali renewal notices and ail receipts of paid premiums. At least thirty (30) days prior to the expiration date of any such policy, Borrower shall deliver to Huntington a renewal policy, or certificate thereof, in form acceptable to Huntington. If Huntington is made a party defendant to any litigation concerning the Loan Documents or the Mortgaged Property or any part thereof or interest therein or the occupancy thereof by Borrower, then Borrower shall indemnify., defend and hold Huntin~on harmless from all liability by reason of said litigation, including reasonable attorneys' fees and expenses incurred by Huntington in any such litigation, whether or not any such litigation is prosecuted to judgment. Borrower waives any and all right to claim or recover against Huntington, its officers, employees, agents and representatives, for loss of or damage to Borrower, the Mortgaged Property, other property of Borrower or the property, of others under control of Borrower from any cause insured against or required to be insured against bv the provisions of the Mortgage. ' Borrower shall not take out separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section unless Huntington has approved the insurance company and the form and content of the insurance policy, including, without limitation, the naming thereon of Huntington as a named insured with loss payable to Huntington under a standard mortgage clause of the character above described. Borrower shall immediately notify Huntington whenever any such separate insurance is taken out and shall promptly deliver to Huntington copies of the policies and certificates evidencing such insurance. Nothing contained in this Section 8 shall prevent Borrower from keeping the Improvements and Personal Property insured or causing the same to be insured against the risks referred to in this Section 8 under a policy or policies of blanket insurance which may cover other property not subject to the lien of the Mortgage; provided, however, that any such policy of blanket insurance (i) shall specify therein the amount of the total insurance allocated to the Improvements and Personal Property, which amount shall be not less than the amount otherwise required to be carried under the Mortgage; (ii) shall not contain any clause which would result in the insured thereunder.becoming a co-insurer of any loss with the insurer under such policy; and (iii) shall in all other respects comply with the provisions of the Mortgage. ' Huntington shall be entitled to receive all of the proceeds of said insurance and. accordingly as Huntington may elect, to either apply such proceeds, in whole or in parr, toward payment of the Indebtedness. the unpaid port/on of the debt to remain in force, or to hold and apply such proceeds, without payment or allowance ~f interest thereon, toward the repair or replacement of the damaged or destroyed portion of the Improvements and Personal Properly. Borrower hereby authorizes and empowers Huntington to settle or compromise claims under all such policies, provided that same shall be reasonable under the circumstances then ex/sting, and to demand, receive and receipt for all monies becoming payable thereunder, whether or not the policies are held by Borrower and whether or not they are made payable to Huntington, and the companies issuing such insurance policies are hereby notified, instructed, empowered and authorized to make loss drafts payable to Huntington. ' If the insurance proceeds are held by Huntington to reimburse Borrower for the cost of restoration and repair of the Improvements and the Personal Property, the Improvements and Personal Property. shall be restored to the equivalent of its original condition or such other condition as Huntington may approve in writing. Huntington may, at Huntington's option, condition disbursement of said proceeds on Huntington's approval of such plans and specifications of an architect satisfactory to Huntin~on, cost estimates of contractors satisfactory to Huntington, architect's certificates, waivers of liens, sworn statements of mechanics and materialmen and such other evidence of costs, percentage completion of construction, application of payments, and satisfaction of liens as Huntington may reasonably require. If the insurance proceeds are applied to the payment of the sums secured by the Mortgage, any such application of proceeds shall not extend or postpone the due dates of the monthly installments referred to in the Note or chan.~e the amounts of such installments. If the Mortgaged Property is sold pursuant to Section 19 hereof or if Huntington acquires title to the Mortgaged Property, Huntington shall have all of the right, title and interest of Borrower in and to any OR: 2471 PG: 3187 insurance policies and unearned premiums thereon and in and to the proceeds resulting from any damage to the Mortgaged Property prior to such sale or acquisition. 9. Escrow. Borrower, in order to more fully protect the security of the Mortgage, does hereby covenant and a~ee that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntin~on, pay to Huntin~on on the f~rst day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof and, if applicable, any replacement reserve amounts payable bv Borrower. Huntingto~ shall hold such monthly payments which may be mingled with its general funds, without (~bligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington. such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthl~ pa,vments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when due. 10. Waste; Repair. Borrower shall neither commit nor permit any waste on the Property and shall keep all Improvements now or hereafter erected on the Property in good condition and repair. 11. Alterations; Construction. Borrower shall not remove, demolish or alter any of the Improvements, now existing or hereafter constructed on the Property, or any of the Personal Property in or on the Property or Improvements, except when incident to the replacement of any of the items of Personal Property, with items of like kind and value. All Improvements hereafter erected shall have been erected according to the plans and specifications approved by Huntington. 12. Advances Secured by Mortgage. Upon failure of Borrower to comply with any of these covenants and agreements as to the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges and the costs of procurement of title evidence and insurance as aforesaid, Huntington may, at its option, pay the same, and any sums so paid by Huntington, together with the reasonable fees of counsel employed by Huntington in consultation and in connection therewith, shall be charged against Borrower, shall be immediately due and payable by Borrower, shall bear interest at the Default Rate of Interest (as defined in the Note) and shall be a lien upon the Mortgaged Property and be secured by the Mortgage and may be collected in the same manner as the principal debt hereby secured. 13. Use. Unless Huntington otherwise agrees in writing, Borrower shall not allow changes in the nature of the occupancy for which the Property and Imp~'ovements were intended at the time the Mortgage was executed. Borrower shall comply with the laws, ordinances, regulations and requirements of any governmental body applicable to the Mortgaged Property, both during the construction of any Improvements on the Property and subsequent to the completion thereof, and Borrower shall not permit the use thereof for any illegal purpose. 14. Inspection. Any person authorized by Huntington shall have the right to enter upon and inspect the Mortgaged Property at all reasonable times. Huntington shall have no duty, however, to make such' inspections..~ny · OR: 2471 PG: 3!88 inspection of the Mortgaged Property, by Huntington shall be entirely for its benefit, and Borrower shall in no way rely or claim reliance thereon. 15. Minerals. Without the prior written consent of Huntin~on, there shall be no dr/lling or exploring for, or extraction, removal, or production of, minerals fi:om the surface or subsurface of the Property. The term "minerals" as used herein shall include, without limitation, oil, gas, casinghead gas, coal, lignite, hydrocarbons, methane, carbon dioxide, helium, uranium and all other natural elements, compounds and substances, including sand and gravel. 16. Condemnation. If all or any part of the Property, or Improvements are damaged, taken or acquired, either temporarily or permanently, in any condemnation proceeding or by exercise of the right of eminent domain or, with Huntington's consent, by any conveyance in lieu thereof, the amount of any award or other payment for such taking, or conveyance or damages made in consideration thereof, to the extent of the full amount of the then remaining unpaid Indebtedness, is hereby assigned to Huntington, and Huntington is empowered to collect and receive the same and to give proper receipts therefor in the name of Borrower, and the same shall be paid forthwith to Huntington. Any award or payment so received by Huntington may at the option of Huntington be retained and applied, in whole or in part, to the Indebtedness (whether or not then due and payable) in such manner as Huntington may determine or released in whole or in part to Borrower upon terms satisfactory, to Huntington for the purpose of altering, restoring or rebuilding any part of the Mortgaged Property. which may have been altered, damaged or destroyed as a result of such taking, alteration or proceedings, but Huntington shall not be obligated to see to the application of any funds so released. Unless Borrower and Huntington otherwise agree in writing, any such application of proceeds to the Indebtedness shall not extend or postpone the due date of the monthly installments referred to in the Note or change the amount of such installments. If Borrower receives notice, written or unwritten, of any actual, intended or threatened condemnation or eminent domain proceeding, Borrower shall forthwith furnish a copy of any written notice to Huntington or inform Huntington in writing if such notice was unwritten. Borrower further authorizes Huntington, at Huntington's option and ar Borrower's expense, as attorney-in-fact for Borrower, to commence, appear in and prosecute, in Borrower's or Huntington's name, any action or proceeding relating to any condemnation or other taking of all or any part of the Mortgaged Property and to settle or compromise any claims in connection with such condemnation or other taking. 17. Assignment of Rents and Leases. (a) Borrower hereby absolutely and unconditionally assigns, transfers and sets over unto Huntington and Huntington's successors and assigns all present and future leases covering all or any part of the Mortgaged Property (the "Leases"), together with any extensions or renewals thereof and any guaranties of any tenants' obligations thereunder, and all of the rents, royalties, bonuses, income, receipts, revenues, issues and profits now due or which may hereafter become due under the Leases or any extensions or renewals thereof, as well as all moneys due and to become due to Borrower under the Leases for services, materials or installations supplied whether or not the same were supplied under the terms of the Leases, ail liquidated damages following default under the Leases and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property (such rents, income, receipts, revenues, issues, profits and other moneys assigned hereby are hereinafter collectively called "Rents"), together with any and all rights and remedies which Borrower may have against any tenant under any of the Leases or others in possession of the Mortgaged Property or any part thereof for the collection or recovery of Rents so assigned. Prior to an Event of Default, as hereinafter defined, Borrower shall have a license to collect and receive all Rents as trustee for the benefit of Huntington and Borrower. (b) Although not presently intended, in the event the Mortgaged Property becomes primarily used as income producing property, the Borrower represents, warrants and agrees that: (i) Borrower has good title to the Leases and Rents hereby assigned and has the right, power and capaciw to make this assignment. No person or entity, other than Borrower has or will have any right, title or interest in or to the Leases or Rents, except for the Permitted Encumbrances. OR: 2471 PG: 3189 (ii) Borrower shall, at Borrower's sole cost and expense, perform and discharge all of the obligations and undertakings of the landlord under the Leases and give prompt notice to Huntington of any failure to do so. Borrower shall use all reasonable efforts to enforce or secure the performance of each and every, obligation and undertaking of the tenants under the Leases and shall appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the Leases or the obligations and undertakings of the tenants thereunder. (iii) Borrower shall generally operate and maintain the Mortgaged Property, in a manner to insure maximum Rents and shall enter into and maintain a contract, approved by Huntington as to form and coment, with a professional property manager, approved by Huntington, for the management and leasing of the Mortgaged Property. (iv) Leases or the Rents. Borrower shall not pledge, transfer, mortgage or otherwise encumber or assign the (v) Borrower shall not (1) waive, excuse, condone or in any manner release or discharge any tenant under any of the Leases; (2) disaffLrm, cancel, terminate or consent to any surrender of any of the Leases; (3) modify, extend or in any way alter the terms of any of the Leases; (4) renew or extend any of the Leases, except pursuant to terms in existing Leases; (5) permit any assignment of any of the Leases; or (6) collect Rents more than thirty (30) days prior to accrual. (vi) Borrower shall give immediate notice to Huntington of any notice Borrower receives from any tenant under any of the Leases, specifying any claimed default by any party. (vii) No settlement for damages for termination of any of the Leases under the Federal Bankruptcy Code, or under any other federal, state, or local statute, shall be made without the prior written consent of Huntin~on, which consent may be withheld in Huntington's sole discretion, and any check in payment of such damages shall be made payable to both Borrower and Huntington. Borrower hereby assigns any such payment to Huntington, to be applied to the Indebtedness as Huntington may elect, and agrees to endorse any check for such payment to the order of Huntington. (viii) All existing Leases are valid, unmodified and in full force and effect, there are no existing defaults under any of the Leases and Borrower has not performed any act or executed any instrument which might prevent Huntington from operating under any of the terms and provisions thereof or which would limit Huntington in such operation. (ix) All future Leases shall be subject to the approval of Huntington as to form and content, including the identity and creditworthiness of the tenant. Borrower shall provide to Huntington, with each prospective lease, financial statements for the prospective tenant and any guarantor and plans, specifications and costs for any tenant fmish to be provided by Borrower. Borrower shall deliver to Huntington originals of each of the Leases once fully executed. Unless otherwise directed by Huntington, all Leases shall specifically provide that such Leases are subordinate to the Mortgage; that the tenant attorns to Huntin~on, such attornment to be effective upon Huntington's acquisition of title to the Mortgaged Property; that the tenant agrees to execute such further subordination and attornment agreements and estoppel certificates as Huntington may from time to time request; that the attornment of the tenant shall not be terminated by foreclosure; and that Huntington may, at Huntington's option, accept or reject such attornment. (c) Huntington shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower under any of the Leases; and Borrower hereby agrees to indemnify Huntington for, and to save Huntington harmless from, any and all liability, damage or expense arising from any of the Leases or from this assignment, including, without limitation, claims by tenants for security, deposits or for rental payments more than one (1) month in advance and not delivered to Huntington. All amounts indemnified against hereunder, including reasonable attorneys' fees if paid by Huntington, shall bear interest at the Default Rate of Interest, as defined in the Note, and shall be payable by Borrower immediately without demand and shall be secured hereby. This assignment shall not place responsibility, for the control, care, management, or repair of the Mortgaged Property upon Hunting~on or make Huntington responsible or tiable for any negligence in the management, operation, upkeep, repair or control of same resuking in loss or damage or injuU or death to any party. (d) Upon the occurrence of an Event of Default as hereinafter de£med: (i) All Rents assigned hereunder shall be paid directly to Huntington, and Huntington may notify the tenants under the Leases (or any other parties in possession of the Mortgaged Property) to pay all of the Rents directly to Huntington at the address specified in Section 27 hereof., for which this assignment shall be sufficient warrant; (ii) Huntington shall have the right to forthwith enter and take possession of the Mortgaged Property and to manage, operate, lease and develop the same; to collect as hereunder provided ail or any Rents payable under the Leases; to make repairs as Huntington deems appropriate; and to perform such other acts in connection with the management, operation, development, leasing and construction of the Mortgaged Property as Huntington, in its sole discretion, may deem proper; and (iii) Huntington shall have the right to forthwith enter into and upon the Mortgaged Property and take possession thereof, and to appoint an agent, or in the event of the institution of foreclosure proceedings to have a receiver appointed for the collection of the Rents. In the event that Huntington shall pursue its remedies under Subsections 17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for the collection thereof and the management of the Mortgaged Property., may be applied toward the payment of taxes, assessments, insurance premiums, repairs, protection of the Mortgaged Property or Huntington's lien thereon, and other charges against the Mortgaged Property. and the costs of procurement of such insurance and of evidence of title to the Mortgaged Property, or any of them, or in the reduction of the Indebtedness and the pasq-nent of interest, as Huntington may elect. If the Rents are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Huntington for such purposes shall become indebtedness of Borrower to Huntington secured by the Mortgage. Unless Huntington and Borrower agee in writing to other terms of payment, such amounts shall be payable upon demand from Huntington to Borrower and shall bear interest from the date of disbursement at the Default Rate of Interest stated in the Note. The exercise or failure to exercise any of the above remedies shall not in any way preclude or abridge the right of Huntington to foreclose the Mortgage or to take any other legal or equitable action thereon. Huntington shall have such rights or privileges as aforesaid regardless of the value of the Mortgaged Property given as security hereunder, and regardless of the solvency or insolvency of any party bound for the payment of the Indebtedness or the other sums hereby secured. (e) Borrower hereby authorizes and directs the tenants under the Leases to pay Rents to Huntington upon written demand by Huntington, without further consent of Borrower, and the tenants may rely upon any written statement delivered by Huntington to the tenants. Any such payment to Huntington shall constitute payment to Borrower under the Leases. (f) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Property, and Improvements without the prior written consent of Huntington. 18. Security Agreement. The Mortgage is intended to be a security agreement pursuant to the Uniform Cotnmercial Code as enacted in the State of Florida (the "UCC") for any of the Mortgaged Property comprising personal property and fLxtures which may be subject to a security, interest pursuant to the UCC, and Borrower hereby grants to Huntington a security interest in said personal proper¢' and fbxtures, whether said property is now existing or hereafter acquired, together with replacements, replacement parts, additions, repairs and accessories incorporated therein or OR: 2471 PG: 3191 affixed thereto and, if sold or otherwise disposed o[, the proceeds (including insurance proceeds) thereof. Borrower agrees to execute and deliver to Huntin~on UCC financing statements covering said personal property, and fixtures from time to time and in such form as Huntington may require to perfect or maintain the priority of Huntington's security. hnterest with respect to said personal property and fixtures, and Borrower shall bear all costs thereof, including all UCC searches reasonably required by Huntington. Borrower shall not create or suffer to be created any other security interest in said personal property and fixtures, including replacements thereof and additions thereto. Upon the occurrence of any Event of Default as set forth in Section 19 hereof, Huntington shall have the remedies of a secured party, under the UCC and, at Huntington's option, may also invoke the remedies provided in Sec:ion 19 hereof wkh respect to such property.. 19. Default. The term "Event of Default" shall have the same meaning as set forth in the Note, which meaning is incorporated by this reference herein. The failure of Borrower to receive an equity contribution of $750,000.00 within 90 days from the date hereof shall constitute an Event of Default hereunder. Said equity. contribution shall be held in a loan in process account at Huntington and disbursed in accordance with the Loan .Agreement. Upon the occurrence of any such Event of Default, at the option of Huntington, ~vithout notice or demand, the same being hereby expressly waived, the entire mount shall become immediately due and payable, and, in addition to any other right or remedy which Huntington may now or hereafter have at law, in equity, or under the Loan Documents, Huntington shall have the right and power: (a) to foreclose upon the Mortgage and the lien hereof; (b) to sell the Mortgaged Property according to law; (c) to enter upon and take possession of the Mortgaged Property and/or have a receiver appointed therefor as set forth in Section 17 hereof; and (d) to complete the acquisition, development, construction and equipping of the Improvements and the Mortgaged Property, as provided in the Loan Agreement. 20. No Waiver. The failure of Huntington to exercise any option to declare the maturity of the principal debt or any other sums hereby secured under any provision of any of the Loan Documents, or to forbear from exercising any right or remedy available to Huntington under any provision of any of the other Loan Documents, shall not be deemed a waiver of the right to exercise such option, right or remedy or declare such maturity as to such past, continuing or subsequent violation of any of the covenants and agreements of the Loan Documents. Acceptance by Huntington of partial payments shall not constitute a waiver of any Event of Default. From time to time, Huntington may, at Huntington's option, without giving notice to or obtaining the consent of Borrower, Borrower's successors or assigns, any junior [ienholder or any of the Guarantors, without liability on Huntington's part and nobvithstanding Borrower's breach of any covenant or agreement of Borrower in the Mortgage, extend the time for payment of the Indebtedness, or any part thereof, reduce the payments thereon, release anyone liable on any of said Indebtedness, accept a renewal note or notes therefor, release from the lien of the Mortgage any part of the Mortgaged Property, take or release other or additional security, reconvey any part of the Mortgaged Property., consent to any map or plan of the Mortgaged Property, consent to the &-anting of any easement, join in any extension or subordination ageement, or agree in writing with Borrower to modify the rate of interest or period of amortization of the Note or to change the amount of the monthly installments payable thereunder. Any actions taken by Huntington pursuant to the terms of this Section 20 shall not affect the obligation of Borrower or Borrower's successors or assi~s to pay the sums secured by the Mortgage and to observe the covenants of Borrower contained herein, shall not affect the guaranty, of any of the Guarantors, and shall not affect the lien or priority, of lien of the Mortgage on the Mortgaged Property. Borrower shall pay Huntington a reasonable service charge, together with such title insurance premiums and attorney's fees as may be incurred at Huntington's option for any such action if taken at Borrower's request. 21. Parcels; Waiver of Marshalling. In the event of foreclosure of the Mortgage, the Mortgaged Property may be sold in one or more parcels or as an entirety as Huntington may elect. Notwithstanding the existence of any other security interests in the Mortgaged Property held by Huntington or by any other parry, Huntington shall have the right to determine the order in which any or ali of the Mortgaged Property shall be subjected to the remedies provided herein. Huntington shall have the right to determine the order in which any or alt portions of the Indebtedness are satisfied from the proceeds realized upon the exercise of the remedies 10 OR: 2471 PG: 192 provided herein. Borrower, any party who becomes liable for Borrower's obligations and covenants under the Mortgage, and any party who now or hereafter acquires a security interest in the Mortgaged Property., or any portion thereof, hereby waives any and all right to require the marshalling of assets in connection with the exercise of any of the remedies permitted by applicable law or provided herein. 22. Costs of Collection. Borrower hereby agrees to pay to Huntington all costs of foreclosing the Mortgage, and all costs of enforcing, collecting and securing, and of attempting to enforce, collect and secure, the Note, including, without limitation, reasonable attorneys' fees, appraisers' fees, court costs, notice charges and title insurance charges, whether such attempt be made by suit, in bankruptcy, or otherwise, and such costs and any other sums due Huntington under the Loan Documents may be included in any judgment or decree rendered. 23. Rent Roll and Financial Statements. Borrower shall maintain fall and correct books and records open to Huntin~on's inspection showing in detail the income, expenses and earnings of Borrower and of the Mortgaged Property, and shall provide Huntington the following: (a) a financial statement for the Mortgaged Property consisting of a balance sheet and a complete itemized statement of income and operating expenses, prepared in accordance with general accounting principles or otherwise in form acceptable to Huntin~on and certified by Borrower's chief executive or financial officer, on or before October 30 of each calendar year subsequent to completion of the Improvements, or as requested from time to time by Huntington; (b) a rent roll of the Mortgaged Property, certified by the chief executive or financial officer of Borrower, within thirty (30) days after the end of each fiscal year of Borrower subsequent to completion of the Improvements, or as requested from time to time by Huntington, containing the name and address of each tenant, square footage of leased premises, annual rent, rent per square foot, lease commencement date, lease expiration date, date through which rent is paid, and the nature and extent of any defaults by each tenant; (c) a financial statement for Borrower consisting of a balance sheet and a complete itemized statement of annual income and operating expenses of Borrower, prepared in accordance with generally accepted accounting principles or otherwise in form acceptable to Huntington and certified by Borrower's chief executive or financial officer, on or before October 30 of each calendar year, or as requested from time to time by Huntington; (d) a copy of each executed state or federal tax return, within thirty (30) days after the last date that the same can be filed without imposition of a penalty for late filing; and (e) such other financial information as Huntington may require, when requested from time to time by Huntington. Upon request of Huntington, Borrower shall cause any or all of the foregoing to be duly audited and certified by an independent certified public accountant satisfactory to Huntington, but not more often than annually. 24. Hazardous Substances. (a) Borrower hereby covenants and agrees with Huntington that the following terms shall have the following meanings: (i) "Environmental Laws" mean all federal, state and local laws, statutes, ordinances and codes relating to the use, storage, treatment, generation, transportation, processing, handling, production or disposal of any Hazardous Substance and the rules, regulations, policies, guidelines, interpretations, decisions, orders and directives with respect thereto. (ii) "Hazardous Substance" means, without limitation, any flammable explosives, radioactive materials, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum and petroleum based products, methane, hazardous materials, hazardous wastes, hazardous or toxic substances or related materials, as 11 OR: 247! PG: B!93 del'reed in the Comprehensive Environmental Response, Compensation and Liability. Act of t980, as amended (42 U.S.C. Sections 9601, et seq.), the Hazardous Materials Transportation Act, as amended (49 U.S.C. Sections 1801, et seq.), the Resource Conservation and Recovery, Act, as amended (42 U.S.C. Sections 6901, et seq.'), the Toxic Substances Control Act, as amended (15 U.S.C. Sections 2601, et seq.), or any other applicable Environmental Law. (iii) "Indemnitee" means Huntington, its participants in the loan evidenced by the Note and all subsequent holders of the Mortgage, their respective successors and assigns, their respective officers, directors, employees, agents, representatives, contractors and subcontractors and any subsequent owner of the Propert?,' and Improvements who acquires title thereto from or through Huntington. (iv) "Release" has the same meaning as given to that term in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, et seq,) and the regulations promulgated thereunder. (b) Borrower represents and warrants to Huntington that, to its knowledge after due investigation: (i) the Property and Improvements are not being or have not been used for the storage, treatment, generation, transportation, processing, handling, production or disposal of any Hazardous Substance in violation of any Environmental Laws; (ii) the Property and Improvements do not contain any Hazardous Substances in violation of any Environmental Laws; (iii) there has been no Release of any Hazardous Substance on, at or from the Property and Improvements or any property adjacent to or within the immediate vicinity of the Property. and Improvements and Borrower has not received any form of notice or inquiry with regard to such a Release or threat of such a Release; (iv) no event has occurred with respect to the Property, and Improvements which, with the passage of time or the giving of notice, or both, would constitute a violation of any applicable Environmental Law; (v) there are no agreements or orders or directives of any federal, state or local governmental agency or authority, relating to the Property and Improvements which require any work, repair, construction, containment, clean up, investigations, studies, removal or other remedial action with respect to the Property and Improvements; and (vi) there are no actions, suits, claims or proceedings, pending or threatened, which seek any remedy, that arise out of the condition, ownership, use, operation, sale, transfer or conveyance of the Property and Improvements and (1) a violation or alleged violation of any applicable Environmental Law, (2) the presence of any Hazardous Substance or a Release of any Hazardous Substance or the threat of such a Release, or (3) human exposure to any Hazardous Substance. (c) Borrower covenants and agrees with Huntington as follows: (i) Borrower shall keep, and shall cause all operators, tenants, subtenants, licensees and occupants of the Property and Improvements to keep, the Property and Improvements free of all Hazardous Substances, except for Hazardous Substances stored, Ia'eared, generated, transported, processed, handled, produced or disposed of in the normal operation of the Property and Improvements as a residential development in accordance with ail Environmental Laws. (ii) Borrower shall comply with, and shall cause all operators, tenants, subtenants, licensee and occupants of the Property and Improvements to comply with, all Environmental Laws. (iii) Borrower shall promptly provide Huntington with a copy of all notifications which it gives or receives with respect to any past or present Release of any Hazardous Substance or the threat of such a Release on, at or from the Property, and Improvements or any property, adjacent to or within the immediate vicinity of the Property and Improvements. (iv) Borrower shall undertake and complete all investigations, studies, sampling and testing for Hazardous Substances required by Huntington and, in accordance with all Environmental Laws, all removai and other remedial actions necessary to contain, remove and clean up all Hazardous Substances that are determined to be present at the Property and Improvements in violation of any Environmental Laws. 12 OR: 2471 PG: 3194 (v) Huntington shall have the right, but not the obligation, to cure any violation by Borrower of the Environmental Laws and Huntington's cost and expense to so cure shall be secured by the Mortgage. (d) Borrower covenants and ag-tees, at its sole cost and expense, to indemnify, defend and save harmless Indemnitee from and against any and all damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, judgments, suits, actions, proceedings, costs, disbursements and/or expenses (including, without limitation, reasonable attorneys' and experts' fees and expenses) of any kind or nature whatsoever which may at any time be imposed upon, incurred by or asserted or awarded against Indemnitee arising out of the condition, ownership, use, operation, sale, transfer or conveyance of the Property and Improvements and (i) the storage, treatment generation, transportation, processing, handling, production or disposal of any Hazardous Substance, (ii) the presence of any Hazardous Substance or a Release of any Hazardous Substance or the threat of such a Release, (iii) human exposure to any Hazardous Substance, (iv) a violation of any Environmental Law, or (v) a material misrepresentation or inaccuracy in any representation or warranty or material breach of or failure to perform any covenant made by Borrower herein (collectively, the "Indemnified Matters"). The liability of Borrower to Lndemnitee hereunder shall in no way be limited, abridged, impaired or otherwise affected by (i) the repa.vrnent of all sums and the satisfaction of all obligations of Borrower under the Note, the Mortgage or other Loan Documents, (ii) the foreclosure of the Mortgage or the acceptance of a deed in lieu thereof, (iii) any amendment or modification of the Loan Documents by or for the benefit of Borrower or any subsequent owner of the Property and Improvements, (iv) any extensions of time for payment or performance required by any of the Loan Documents, (v) the release or discharge of the Mortgage or of Borrower, any of the Guarantors or any other person from the performance or observance of any oft he agreements, covenants, terms or conditions contained in any of the Loan Documents whether by Huntington, by operation of law or otherwise, (vi) the invalidity or unenforceability of any of the terms or provisions of the Loan Documents, (vii) any exculpatory provision contained in any of the Loan Documents limiting Hunting-ton recourse to property, encumbered by the Mortgage or to any other security or limiting Huntington rights to a deficiency judgment against Borrower, (viii) any applicable statute of limitations, (ix) the sale or assignment of the Note or the Mortgage, (x) the sale, transfer or conveyance of all or part of the Properly and Improvements, (xi) the dissolution or liquidation of Borrower, (xii) the death or legal incapacity, of Borrower, (xiii) the release or discharge, in whole or in part, of Borrower in any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceeding, or (xiv) any other circumstances which might otherwise constitute a legal or equitable release or discharge, in whole or in part, of Borrower under the Note or the Mortgage. The foregoing indemnity shall be in addition to any and all other obligations and liabilities Borrower may have to Huntington at common law. 25. Subordinate Mortgages. Borrower shall not, without the prior written consent of Huntington, which consent may be withheld in Huntington's sole discretion, g-rant or permit to be created any Iien, security interest or other encumbrance, other than Permitted Encumbrances, covering any of the Mortgaged Property (each a "Subordinate Mortgage"). If Huntington consents to a Subordinate Mortgage or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable, any such Subordinate Mortgage shall contain express covenants to the effect that: (a) the lien of the Subordinate Mortgage and all instruments incorporated therein by reference is and always shall be unconditionally subordinate to the lien of the Mortgage and to all advances made pursuant to, and sums secured by, the Mortgage, and the Mortgage and all instruments incorporated herein by reference may be renewed, extended, restructured, modified, increased or reinstated at any time without giving notice to or obtaining the consent of the Subordinate Mortgage holder; (b) if any action shall be instituted to foreclose or otherwise enforce the SubOrdinate Mortgage, no tenant of any of the Leases shall be named as a party defendant and no action shall be taken which would terminate any occupancy or tenancy without the prior written consent of Huntington; 13 OR: 2471 PG: 3!95 (c) in the event of any conflict between the covenants and agreements of the Mortgage and the Subordinate Mortgage, the covenants and agreements of the Mortgage shall prevail; (d) Rents, if collected by or for the holder of the Subordinate Mortgage, shall be applied £trst to the payment of the Indebtedness and expenses incurred in the ownership, operation and maintenance of the Mortgaged Property in such order as Huntington may determine, prior to being applied to any indebtedness secured by the Subordinate Mortgage; (e) a copy of any notice of default under the Subordinate Mortgage and written notice and opportunity to cure of not less than thirty (30) days prior to the commencement of any action to foreclose or otherwise enforce the Subordinate Mortgage shall be given to Huntington; and (f) the holder of the Subordinate MorZgage shall acknowledge the existence of the Indebtedness secured hereby and further acknowledge that the lien of the Mortgage shall at all times be and remain superior and prior to the lien of the Subordinate Mortgage to the extent of the entire Indebtedness secured hereby, notwithstanding any change in the variable rate of interest being charged under the Note. 26. Priority of Mortgage Lien. Huntington, at Huntington's option, is authorized and empowered to do all things provided to be done by a mortgagee under Florida Statutes, and any present or future amendments or supplements thereto, for the protection of Huntington's interest in the Mortgaged Property,. 27. Notice. Any notice required or permitted to be given hereunder shall be in writing. If mailed by f~rst class United States mail, postage prepaid, registered or certified with return receipt requested, then such shall be effective upon its deposit in the mails. Notice given in any other manner shall be effective only if and when received by the addressee. For purposes of notice, the addresses of Borrower and Huntington shall be as set forth below; provided however, that either party shall have the right to change such party's address for notice hereunder to any other location within the continental United States by the giving of thirty (30) days' notice to the other party.. If to Borrower: WCSP LLC 2154 Trade Center Way, Suite #3 Naples, Florida 34109 If to Huntington: The Huntington National Bank Private Financial Group 8889 Pelican Bay Boulevard Naples, Florida 34108 28. Miscellaneous. The covenants herein contained shall bind, and the benefits and advantages shall inure to, the respective successors and assigns of the parties hereto. Whenever used, the singular number shall include the plural, the plural the singular, and the use of any gender shall include all genders. If any provision of the Mortgage is illegal, or hereafter rendered illegal, or is for any other reason void, voidable or otherwise unenforceable, or hereafter rendered void, voidable or otherwise unenforceable, the remainder of the Mortgage shall not be affected thereby, but shall be construed as if it does not contain such provision. Each right and remedy provided in the Mortgage is distinct and cumulative to all other rights or remedies under the Mortgage or afforded by law or equity, and may be exercised concurrently, independently or successively, in any order whatsoever. The Mortgage shall be governed by and construed under the laws of the State of Florida. 29. Releases. Provided that Borrower is not in default and that the request for release otherwise satisfies the release provisions of the Loan Documents, Huntington shall release individual Lots from the operation of its Loan Documents relating to Fund Two upon repayment of one hundred percent (100%) of the construction funds allocated to the particular home constructed on such Lot. Borrower's failure to obtain satisfactory purchase and sale contracts for 9 homes or Lots dur/ng the £zrst 12 months of the Loan, which contracts are beyond any rescission period and each 14 OR: 47! PG: 3196 purchaser shall have deposited with Huntington an earnest money deposit made in connection therewith, in an amount not less than 20% of the purchase price, and the contractual closing date shall be within customary market time limits shall constitute an Event of Default. FOR AND IN CONSIDERATION OF BAxNK'S ADVANCEN[ENT OF THE PRINCIPAL SUM, HEREUN]3ER IN THE AMOUNT OF $3,000,000.00, THE UNDERSIGNED, BEING AN EXPERIENCED PARTICIP.ANT 11"4 SOPHISTICATED REAL ESTATE VENTURES, AND HAVING CONSULTED WITH COUNSEL OF ITS CHOOSING, HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION OR PROCEEDING (1) BROUGHT BY THE UNT)ERSIGNED, THE HOLDER OR ANY OTHER PERSONS RELATING TO (A) THE LOAN OR (B) THE SECURITY DOCUMENTS OR (2) TO WHICH THE HOLDER IS A PARTY. THE UNDERSIGNED HEREBY AGREES THAT THIS NOTE CONSTITUTES A %VRITTEN CONSENT TO WAIVER OF TRLa, L BY JURY, AND THE UNDERSIGNED DOES HEREBY CONSTITUTE AND APPOINT THE HOLDER ITS TRUE AND LAWFUL ATTORNEY IN FACT, WHICH APPOINTMENT IS COUPLED WITH AN INTEREST, AND THE UNDERSIGNED DOES HEREBY AUTHORIZE AND EMPOWER THE HOLDER, 11N THE NAME, PLACE, AND STEAD OF THE UNDERSIGNED, TO FILE THIS NOTE WITH THE CLERK OR JUDGE OF ANY COURT OF COMPETENT JURISDICTION AS A WRITTEN CONSENT TO WAIVER OF TRIAL BY JURY. THE UNDERSIGNED ACKNOWLEDGES TI-L4~T ITS WAIVER OF TRIAL BY JURY HAS BEEN MADE KNOWINGLY, INTENTIONALLY AND WILLINGLY BY THE UNDERSIGNED AS PART OF A BARGAINED FOR LOAN TRANSACTION. PROVIDED, HOWEVER, that these presents are upon the condition that if Borrower shall fully and promptly pay when due the Indebtedness and shall completely, faithfully and punctually perform ali of the Obligations under the terms and conditions of the Loan Documents, including any swap agreements, then the Mortgage shall be void; otherwise it shall remain in full force and effect in law and equity forever. IN WITNESS WHEREOF, Borrower has caused the Mortgage to be executed as of the--/~'~' day of October, 1998. Signed and acknowledge in the.,pr.,i~sence of: /') // i /""~ (printed) WCSP LLC, a Florida limited liability company By: SP LLC, a Florida limited liability company, its Manager i Arthur A. Shaft'an, Manager STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged before me this ~ day of October, 1998, by ARTHUR A. SHAFRAN, Manager ofSP LLC, a Florida limited liability company, Manager ofWCSP LLC, a Florida limited liability company and who is ~'! personally known to me, or [ ] who produced as identification. / / ,J /-'~',, , Not~,',~ P~r[~Ii¢//' "~ i "-" ~l .' , / / " °'~,~,,,,,d Expires June 5, 2002 15 · ' . OR: 247! PG: 3197 Description of Tract "A" of the proposed plat of Grey Oaks Unit Thirteen, being a part of Sect/on 24 and 25, Townshll) 49 South, R~r, ge 25 FAst, Collier County, Florida. Ail that part of the proposed plat of Grey Oaks Unit Thirteen and all :hat part of Sections 24 and 25, Township 49 South, R~nge 25 East, Collier County, Florida being more particularly described as fullow~ Commencing at the Southwesteriymost corner of Tract 'R' of Grey O~ks Unit Six acco~ to the plat thereof as recorded in Plat Book 27, pages 78-79, Public Records of Colt/er County, Florida; thence South 89 degrees 55'0(P ~ 84.00 feet; thence South O0 d~ 05~00' West 20.00 feet; thence southerly 109.68 feet along the arc of a tangential circular curve concave to the west having a radius of/;8,4.00 feet through a central angle of 10 degrees 45'38' and being subtended by a chord which bears South 05 degrees 57'49" West 109..$2 feet; thence South 10 degrees 50'38" West 203.60 feet; thence southeasterly 302.68 feet along the arc of a tangential circular curve concave to the east having a radius of 316.00 feet through a central angle of ~4 degrees 52'~0' and being subtended by a chord which bears South 16 degrees 35'46" East 29L2A feet; thence South ,t~ degrees 02'11' ]~ast 198.2.3 feet; thence Somh 4/~ degrees 57'44' Wes/84.00 feet to the Point of ~ of the parcel herein described; thence southeasterly 38.9][ feet along the arc of a tangential circular curve concave to the southwest having a radius of 800,00' feet through a central angle of 02 degrees 47'12' and being subtended by a chord which.bears South 42 degrees 38'35' East 38.91 feet to a point of cusp; thence westerly 40.49 feet along the arc of a tangential circular curve concave to the south having a radi~ of 2.5.00 feet though a central angle oil 92 degrees 47'12' and being subtended by a chord which bem~ North 87 degrees 38'3~ West 36.20 feet; thence South 43 degrees ~7'49" West 6.79 feet; thence southwesterly 201.45 feet along the arc of a tangential circular curve concave to the northwest having a radius of 550.00 feet through a central angle of 20 degrees $9'09' and being subtended by a chord which bears South 56 degrees 27'23" West 200.32 feet; thence South 66 degrees 56'57· West 26.60 feet; thence South 23 degrees 03'03' .East 140.00 feet; thence southwesterly 31.42 feet along the arc of a tangential circular curve concave to the west having a radius of 20.00 i'eet through a central angle of 90 degrees 00'00' and being subtended by a chord which bears South 21 degrees 5d'.mT" West 28.28 feet{ thence South 66 degrees 56'57' West 172.75 feet; thence southwesterly and southerly 217.33 feet along the arc of a tangential circular curve concave to the east having a radI~s of 125.00 feet through a central Bugle of 99 degrees 36'55' and be..{_,~ subtended by a chord which bears South 17 degrees 08'30" West ]90.07 feet to a poLut of reverse curvature;, thence southerly, westerly and northerly 888.93 feet along the arc of a tangential circular curve concave to the north having a radius of 220.00 feet through a central angle of 231 degrees 30'35' and subtended b~. a chord ~hich bears South 83 degrees 05'L9' West 396.29 feet to a point uf reverse curvature; thence northerly 61.49 feet along the arc or a tangential circular curve concave to the west hwrlng a radius of 140.00 feet through a central angle of 2S degrees 10'00" and be. Lug subtended by a chord which bears North 06 degrees 15~37· East 61.00 feet to a point of reverse curvature; thence northeasterly 251,9/{ feet along the arc of a t-~nsential circular curve concave to the east having a radius of 495.00 feet thro~ a central angle of 29 degrees 09'S9' and being subtended by a chord which bears North 08 degrees 15'36' East 249,27 fee~ to a point or reverse curvature; ,., mx x 'A' o OR: 247! PG: 3198 thence northwestexl~ 59.84 feet along the are of a tangential circular curve concave to the west ha,~ a radius of 40.00 feei through a central angle of 8~ degrees 42'44' and being sabteaded by a chord wlfich bears North 20 degrees 00'4T' West 54.41 feet to a point of rever~ curvature; thence northwesterly, northeasterly and southeasterly 840.50 feet along the arc of a tangential circular curve concave to the southeast having a radias of 220.00 fee~ through a central angle of 218 degrees $3'42' and being subtended by a chord which bears North 46 degrees 34'43' East 414.90 feet to a point of reverse curvature;, thence southeasterly and northeasterly 77.73 feet along the arc of a tangential circular curve conca~ to the northeast having a radius of 50.00 feei through a central angle of 89 degrees 04'37' and being subtended by a chord which bears South 68 degrees 30'44' East 70.14 feet; thence North 66 degrees 56'$7' East 122.04 feet; thence northeasterly 123.67 feet along the arc of a tangential circular curve concave to the north,,est having a radius of 330.00 feet through a central angle of 21 degrees 28'19' and being subtended by a chord which bears North 56 degrees 12'48~ East 122..05 feet; thence southeasterly 9.10 fee~. along the arc ora tangental circular curve concave to the northeast ha, ring a radius of 430.00 feet through a central angle of 01 degxees 12'45' and being subtended by a chord wtrich bears South 43 degrees 2~48." East 9.10 fee~; thence South 44 degrees 02'11' East 160.91 feet; thence North 45 degreea 57'49" East 5.00 feet; thence northerly 39.27 feet' along the arc of a tangential circular curve e~ncave to the west having a radius of 25.00 feet through a. central angle of 90 degrees 00'00" and being subtended by a chord which bea~ North 00 degrees 57'49' East 35.36 feet; thence South 44 degrees 02'113 East 62.32 feet to the Point of Beginning of the parcel herein described. OR: 2471 PG: 3199 *** EXHIBIT "B" PERMITTED ENCUMBRANCES Declaration of Master Covenants, Conditions and Restrictions for Grey Oaks as recorded in Official Records Book 1697, page 1167 and re-recorded in Official Records Book 1740, page 1760, as amended in Official Records Book 1807, Page 656, Official Records Book 1975, Page 41, Official Records Book 2056, Page 2220, Official Records Book 2283, Page 765, Official Records Book 2327, Page 2039 and Official Records Book 2453, Page 1852, ail of the Public Records of Collier County, Florida, including the following: a. Charges for Assessments. Terms, provisions and conditions of Resolution No. 89-5751 of the City Council of the City of Naples, Florida and Development Agreement between Halstatt Partnership and the City of Naples, attached thereto, as recorded in O.R. Book 1603, Page 1453, of the Public Records of Collier County, Florida. Notice of Adoption of Development Order 90-3 by the Board of County Commissioners Collier County, Florida, as recorded in Official Records Book 1552, Page 1457, and Notice of Modification of Adopted Development Order modifying Development Order 90-3, by adopting Resolution No. 90-498 (Development Order 90-5) recorded in Official Records Book 1625, Page 1197, and Notice of Modification of Adopted Development Order modifying Development Order 90-3 (as previously modified by 90-5) by adopting Resolution No. 90-571 recorded in Official Records Book 1625, Page 1199, all of the Public Records of Collier County, Florida. Notice of Adoption of Development Order by the City Council of The City of Naples, Collier County, Florida, by Resolution No. 90-6211 recorded in Official Records Book 1625, Page 1201, Public Records of Collier County, Florida. Terms, provisions and conditions of Orange Blossom Drive Force Main Contribution Agreement as recorded in Official Records Book 1572, Page 840, of the Public Records of Collier County, Florida. Terms, provisions and conditions of Airport Road South of Orange Blossom Drive Force Main Contribution Agreement as recorded in Official Records Book 1572, Page 902, as extended in Official Records Book 2182, Page 261, all of the Public Records of Collier County, Florida. First Mortgage from WCSP LLC, a Florida limited liability company to The Huntington National Bank, encumbering the property described under Exhibit "A" of this Mortgage, in the original principal sum of $4,259,500.00, as recorded in the Public Records of Collier County, Florida. NAPLES/0083721.02 Seminole Form UCC-1 , STATE OF FLORIDA UNI'F'~'RM COMMERCIAL CODE FINANCING STATEMENT FORM UCC-1 (REV. 1993) This Financing Statement is presented to a filing officer for filing pursuant to the Uniform Commercial Code: 1. Debtor (Last Name First if an Individual) la. Date of Birth or FEI# WCSP LLC, a Florida limited liability company lb. Mailing Address I lc. City, State ld. Zip Code I Naples, Florida 34109 2154 Trade Center Way, Suite #3 2. Additional Debtor or Trade Name (Last Name First if an Individual) 2a. Date of Birth or FEI# 2b. Mailing Address 2c. City, State i 2d. Zip Code 3. Secured Party (Last Name First if an Individual) THE HUNTINGTON NATIONAL BANK 3a. Mailing Address i3b. City, State 3c. Zip Code Naples, Florida 34108 8889 Pelican Bay Boulevard 4. Assignee of Secured Party (Last Name First if an Individual) 4a. Mailing Address 4b. City, State 4c. Zip Code 5. This Financing Statement covers the following types or items or property [Include description of real property on which located and owner of record when required. If more space is required, attach additional sheet(s)]. As set forth in Exhibit "A" attached hereto and made a part hereof and as set forth in Exhibit "B" attached hereto and made a part hereof. Debtor is the owner of the real property described in Exhibit "B". Check only if Applicable: 7. Check appropriate box: ~l Products of collateral are also covered. ~] Proceeds of collateral are aisc covered. /[''~ Debtor is transmitting utility. ~:~ All documentary stamp taxes due and payable or to become due and payab e pursuant tfos. 201.22 F.S., have been paid. , [] Florida Documentary Stamp Tax is not required. (One box must be marked) 8. In accordance with s. 679.402(2), F.S., this statement is flied without the Debtor's signature to perfect a security interest in collateral: [] already subject to a security interest in another jurisdiction when it was brought into this state or debtor's location changed to this state. [] which is proceeds of the original collateral described above in which a security interest was perfected. El as to which the filing has lapsed. Date flied and previous UCC-'I file number b--] acquired after a change of name, identity, or corporate structure ~f the debtor. 10. Signature(s) of Debtor(s) WCSP LLC, a Florida limited liability company By: SP LLC, .a-Fterida-l.imited liabi corn an manager ..~,.7"----~ ..... ?,, ty p y. its By: - ...... ~'/ A~hur A;-Shafr~n,¢ Manager 11. Signature(s) of Secured Party or if Assigned, by Assignee(s) 9. Number of additional sheets presented: 2 This Space for Use of Filing Officer iii ?~0 BOX 413032 N~PLES FL 34101 3032 2385048 OR: 247! PG: 3200 COiiDED in OFFICIAL RECORDS of COLLIER COUNTY, FL /19/98 at 04:02PM ~WIGH? E. BROCK, CLERK REC FEE 19,50 12. Return Copy to: Name Address Address City, State, Zip W. Jeffrey Cecil, Esq. Porter, Wright, Morris & Arthur 4501 Tamiami Trail North, Suite 400 Naples, FL 34103-3013 STANDARD FORM - FORM UCC-1 Approved by Secretar,/of State, State of Flodda OR: 2471 PG: 320i EXHIBIT "A" TO UCC-1 FINANCING STATEMENT This Financing Statement covers the following t-ypes of property now owned or hereafter acquired by Debtor (collectively, the "Collateral"): (a) all improvements (collectively the "Improvements") now or hereafter attached to or placed, erected, constructed or developed on the real property described in Exhibit "B" attached hereto and made a part hereof ("Property"); Co) all f'Lxtures, furnishings, equipment, inventory, and other articles of personal property (collectively the "Personal Property") that are now or hereafter attached to or used in or about the Improvements or that are necessary, or useful for the complete and comfortable use and occupancy of the Improvements for the purposes for which they were or are to be attached, placed, erected, constructed or developed, or that are or may be used in or related to the planning, development, financing or operation of the Improvements, and all renewals of or replacements or substitutions for any of the foregoing, whether or not the same are or shall be attached to the Improvements or the Property; (c) all building materials and equipment now or hereafter delivered to and intended to be installed in or on the Improvements or the Property; (d) all plans and specifications for the Improvements; (e) all contracts retating to the Property, the Improvements or the Personal Property; (f) all deposits (including, without limitation, tenants' security deposits), bank accounts, funds, documents, contract rights, accounts, commitments, construction agreements, architectural agreements, general intangibles (including, without limitation, trademarks, trade names and symbols), instruments, notes and chattel paper arising fi.om or by virtue of any transactions related to the Property, the Improvements or the Personal Property; (g) all permits, licenses, franchises, certificates, and other rights and privileges obtained in connection with the Property, the Improvements or the Personal Property; (h) all proceeds arising from or by virtue of the sale, lease or other disposition of the Property., the Improvements, the Personal Property or any portion thereof or interest therein; (i) all proceeds (including, without limitation, premium refunds) of each policy of insurance relating to the Property., the Improvements or the Personal Property; 0) all proceeds fi-om the taking of any of the Property, the Improvements, the Personal Property or any' rights appurtenant thereto by right of eminent domain or by private or other purchase in lieu thereof (including, without limitation, change of grade of streets, curb cuts or other rights of access), for any public or quasi-public use under any law; (k) all of the leases, licenses, occupancy agreements, rents (including without limitation, room renu), royalties, bonuses, issues, profits, revenues or other benefits of the Property, the Improvements or the Personal Property', including, without limitation, cash or securities deposited pursuant to leases to secure performance by the lessees of their obligations thereunder; (1) all rights, hereditaments and appurtenances pertaining to the ~%regoing; and (m) all other interests of every kind and character that Debtor now has or at any time hereafter acquires in and to the Property, Improvements, and Personal Property described herein and all property that is used or useful in connection therewith. This Financing Statement relates to an obligation secured by a Mortgage, Assignment of Rents and Security Agr.eement and a Second Mo~gage, A. ssignment of Ren!~ and Securit~ Agreement filed for record with Collier County, Some of the above-described property may be or become fixtures on the real property described in Exhibit "B" attached hereto. The Huntington National Bank Commercial Real Estate Group Base Form January 3, 1994 Revision NAPLES/00~t3733.0 ! ' OR: 2471 PG: 3202 Description of Tract "A" of the proposed plat of Grey Oaks Unit Thirteen, being a part of Section 24 and 25, Townshil~ 49 Soutk, Rsuge 25 East, Collier County, Florida, Ail that par~ of the proposed plat of Grey Oaks Unit Thirteen and all that part of Sections 24 and 25, Township 49 South, Range 25 East, Collier County, Florida being more particvl.~xly described as follows: Commencing at the Southwcsterlymost corner of Tract 'R" of Grey Oaks Unit Six according to the plat thereof as recorded in Plat Book 27, pages 78-79, Public Records of Collier County, Florida; thence South 89 degrees 55'00" East 84.00 feet; thence South 00 degrees 05'00" West 20.00 feet; thence southerly 109.68 feet along the arc of a tangential circular curve c~ncave to the west having a radius of $84,00 feet through a central angle of 10 degrees 45'38" and being subtended by a chord which bears South 05 degrees 27~49. West 109.52 feet; thence South 10 degrees $0'38" West 203.60 feet; thence southeasterly 302,68 feet along the arc of a tangential circular curve concave to the east having a radius of 316.00 feet through a central angle of $4 degrees 52'50" and being subtended by a chord which bears South 16 degrees 35'46" East 291.24 feet; thence South 44 degrees 02'11" East 198.23 feet; thence South 45 degrees 57'44" West 84.00 feet to the Point of Beginning of the parceI herein described; thence southeasterly 38.91 feet along the arc of a tangential circular curve concave to. the southwest having a radius of 800.00' feet through a central angle of 02 degrees 47'12" and being subtended by a chord which bears South 42 degrees 38'35" East 38.91 feet to a point of cusp; thence westerly 40.49 feet along the arc of a tangential cir~ular curve concave to the south having a radius of 25.00 feet though a central angle of 92 degrees 47'12" and being subtended by a chord which bears North 87 degrees 38'35" West 36.20 feet; thence South 45 degrees 57'49" West 6.79 feet; thence southwesterly 201.45 feet along the arc of a tangential circular curve concave to the northwest having a radius of 550.00 feet through a central angle of 20 del~es 59'09" and being subtended by a chord which bears South 56 degrees 27'23" West 200.32 feet; thence South 66 degrees $6'57" West 26.60 feet; thence South 23 degrees 03'03" East 140.00 feet; thence southwesterly 31.42 feet along the arc of a tangential circular curve concave to the west having a ~dius of 20.00 feet through a central angle of 90 degrees 00'00" and being subtended by a chord which bears South 21 degrees 56'57" West 28.28 feet~ thence South 66 degrees 56'$7" West 172.75 feet; thence southwesterly and southerly 217.33 feet along the arc of a tangential circular curve concave to the east having a radius of 125.00 feet through a central angle of 99 degrees 36'55" and being subtended by, a chord which bears South 17 degrees 08'30" West 190.97 feet to a point of reverse curvature; thence southerly, westerIy and northerly 888.93 feet along the arc of a tangential circular curve concave to the north having a radius of 220.00 feet through a central angle of 231 degrees 30'35' and being subtended by a chord which bears South 83 degrees 05'19" West 396.29 feet to a point of reverse curvature; thence northerly 61,49 feet along the arc of a tangential circular curwe concave to the west having a radius of 140,00 feet through a central angle of 25 degrees 10,'00" and being subtended by a chord which bears . North 06 degrees 15'37" East 61.00 feet to a point of reverse curvature; thence northeasterly 251.98 feet along the arc of a tangential circular curve concave to the east having a radius of 495.00 feet through a central angle of 29 degrees 09'59" and being subteatded by a chord which bears North 08 degrees 15'36" East 249.27 feet to a point of reverse curvature; "'** OR:. 2471 PG: 3203 thence northwesterly 59,84 feet along the arc of a tangential circular curve concave to the west having a radius of 40.00 feet through a central angle of 8~ degrees 42'44" and being subtended by a chord which bears North 20 degrees 00'47" West 54.41 feet to a point of reverse curvature; thence northwesterly, northeasterly and southeasterly 840,50 feet along the arc of a tangential circular curve concave to the southeast having a radius of 220.00 feet through a central angle of 218 degrees 53'42' and being subtended by a chord which bears North 46 degrees 34'43" East 414.90 feet to a point of reverse curvature; thence southeasterly ar~cl northeasterly 77.73 feet along the arc of a tangential cir¢~Llar curve concav~ to the northeast having a radius of $0,00 feet Ll~rough ~ cen~al angle of 89 degrees 04'37~ and being s~bten~ed by a chord which bears South 68 degrees 30~44~ East 70.14 feet; tl~ence North 66 degrees $6~57" East 122.04 feet; ~hence northeasterly 123.67 feet along the are of a tangential circular curve concave to the northwest having a radius of 330,00 feet through a central a~ugle o~' 2]. degrees 28'19" and being subtended by a chord which bears North 56 degrees 12'48~ East I22,95 feet; thence southeasterly 9.10 feet along the arc of a tangential circular curve co,cave to the northeast having a radius of 430.00 ~e£ through a central angle of 01 degrees 52'45" and being subtended by a chord which bears South 43 degrees 2~;~47 East 9.10 feet; thence South 44 degrees 02'11" East 160.91 feet; thence North 45 degrees 57'49" East 5.00 feet; thence northerly 39~27 feet~ along the arc of a tangential cixcular curve concave to the west having a radius of 25.00 feet through a'central aagIe of 90 degrees 00'00" and being ~ubtended by a chord wkich bears North 0.0~ degrees 57'49" East 35.36 feet; thence South 44 degrees 02'1~" East 62.32 feet to the Point of Beginning of the parcel herein described. COLLIER COUNTY GOVERNMENT CO,MMUNITY DEVELOPMENT AND ENVIRONMENTAL SERVICES DIVISION ENGINEERING REVIEW SECTION Planning Services Department 2800 North Horseshoe Drive Naples, Florida 34104 February 28, 2000 Mr. Andres Correa WilsonMIller 3200 Bailey Lane Naples, FL. 34105 Re: Venezia at Grey Oaks Dear Mr. Correa: This is to inform you that the above referenced project has been granted preliminary approval by Engineering Review in compliance with Collier County Land Development Code, Section 3.2.6.5.2. Ail water and sewer facilities approved and accepted and required to be maintained by Collier County shall be conveyed to the County pursuant to the provisions set forth in Collier County Ordinance No. 97-17, as amended. You are reminded that it is your responsibility to petition the Development Services Director for final approval of the improvements upon the expiration of the minimum one (!) year maintenance period. After satisfactory completion of all final inspections, the Board of County Commissioners shall adopt a resolution giving final approval of the required improvements, acknowledging the dedication(s) of the final subdivision plat and establishing County responsibility for maintenance of the required improvements if it is the Board's desire to accept and maintain the facilities. If you should have any questions or if we may be of assistance, please advise. Very ~uly yours, jo hn-~R~Ho u~l d~wo~r t h Senior Engineer cc: Shirley Nix Phone (941) 403-2400 Fax (941) 643-6968 www.co.collier, fl.us COLLIER COUNTY GOVERNMENT COMMUNITY DEVELOPMENT AND ENVIRONMENTAL SERVICES DIVISION ENGINEERING REVIEW SECTION March 3, 2000 Planning Services Department 2800 North Horseshoe Drive Naples, Florida 34104 Andres Correa Wilson, Miller, Barton & Peek, Inc. 3200 Bailey Lane, #200 Naples, FL 34105 Re: Venezia ~ Grey Oaks Dear Mr. Correa: This is to inform you that the above referenced project has been granted preliminary approval by Engineering Review in compliance with Collier County Land Development Code, Section 3. All water and/or sewer facilities approved, accepted and required to be maintained by Collier County shall be conveyed to the County pursuant to the provisions set forth in Collier County Ordinance No. 97-17. as amended. You are reminded that it is your responsibility to petition the Development Services Director for final approval of the improvements upon the expiration of the minimum one (1) year maintenance period. After satisfactory completion of all final inspections., the Board of County Commissioners shall grant final approval of the required improvements establishing County responsibility for maintenance of the required improvements if it is the Board's desire to accept and maintain the facilities. If you should have any questions or if we may be of assistance, please advise. Very truly yours, Shirley N Engineering Technician II cci Joe Cheatham, Wastewater Director Diane Deoss. Public Works John Houldsworth, Engineering Review Phone {941) 403-2400 Fax (941) 643-6968 www. co.coilier, fl.us WilsdnMiller New Directions In Planning, Design & Engineering September 22, 1999 Mr. Thomas Kuck, P.E. Engineering Review Manager Collier County Engineering Review Services 2800 North Horseshoe Drive Naples, FL 34104 Subject: Venezia at Grey Oaks, (Grey Oaks Unit 14) Utility Dedication Engineer's Payment Confirmation Collier County Conveyance Document Checklist, Legal Documents Item Dear Mr. Kuck: Wilson Miller confirms receiving payment for our services to date on the subject Project. As of this date, no monies are outstanding from the Owner (client). Sincerely, Wils~ John ~teve'n Vice I~resider ~ )ton, P.E. cc: Andrea Zinn, WilsonMiller, Inc. Jim Ink, Landmark Construction of Naples, Inc. Ken Landry, Landmark Construction of Naples, Inc. 9tl/99~o0327 Vex: 01!-SUMILLER NO 12043404g11 -EDED-22588 Naples Fort Myers Sarasota Bradenton Tampa 3200 Bailey Lane, Suite 200 Naples, F/or/da 34105-8507 941-649-4040 ~ 941-643-5716 www. wilsonrniller, corn .J Florida Department of Environmental Protection Twin Towers Office Bldg., 2600 Blair Stone Road, Tallahassee, Florida 32399-~.~ ~, South Distric ~ DOMESTIC WASTEWATER COLLECTION/TRANSMISSION SYSTEMS CERTIFICATION OF COMPLETION OF CONSTRUCTION INSTRUCTIONS: This form is to be completed and submitted to the Department, prior to placing the system into operation. A collection/transmission system should not be placed into operation without prior Department approval. All information is to be typed or printed in ink and all blanks must be filled. Construction Permit No.: 50581-109-DWC Dated: March 22, 1999 Name of Project: Venezia at Grey Oaks (Grey Oaks Unit 14) Name of Owner: Landmark Construction of Naples, Inc. Name of design engineer and Florida registration number (if different from engineer signing certification): Date(s) connection to existing system or treatment plant: Upon Department Approval Treatment plant serving project Name: North Collier County Regional Wastewater Treatment Plant County: Collier City: Naples (vicinity) DEP Identification Number (also known as WAFR or GMS Identification Number): Substantial deviations from the approved plans and specifications (attach additional None 40.4() 1 oESMB- 16731 WAIVER OF LIEN KNOW ALL MEN BY THESE PRESENTS, that Timothy C. Mitchell, Sr., as President, of Haleakala Construction. Inc. for and in consideration of FOURTYNINE THOUSAND TWO HUNDERD THIRTYSIX DOLLARS and FIFTYFIVE CENTS ( $49.236.55 ) and other good and valuable considerations, la~fful money of the United States of America. to me in hand paid. the reciept whereof is hereby acknowledged, does hereby waive, release, remiss, and relinquish any and all right to claim an)' lien or liens for work performed or material furmshed~ or any kind or class of lein whatsoever on the following described property: ( Please provide full name and locatio~ of developmea~t and a description of the utility system constructed ) All the Sanitary Sewer System constructed for Vinezia at Grey Oaks as depicted on the construction drawings prepared b.v Wilson Miller Barton & Peele Inc. Haleakala Construction, Inc. 5758 Taylor Road Naples_. Florida 34109(t~5~, By: ~~'*- ~ STATE OF FLORIDA ) ) SS: COUNTY OF COLLIER ) The foregoing instrument was signed and acknowledged before me this 15 th day of April, 1999 by Timothy C. Mitchell. Sr. who is personally known to me and who did not take an oath. CC 732239 7/1/96 1l-3 CERTIFICATION OF CONTRIBUTORY ASSETS PROJECT NAME: VENEZIA AT GREY OAKS LOCATION: PART OF SECTION 24. TWP. 49 S.. RNG 25 E.. COLLIER COUNTY. FLORIDA NAME AND ADDRESS OF OWNER: TYPE UTILITY SYSTEM: BRENTWOOD CONSTRUCTION, INC. 2154 TRADE CENTER WAY. SUITE 3 NAPLES. FLORIDA 34109 SANITARY SEWER SYSTEM DESCRIFFION AND COST OF MATERIAL. LABOR. AND SERVICES SANITARY SEWER 8" PVC GRAVITY MAIN 6-8'CUT 352 LF $25.00 $8.800.00 8"PVC GRAVITY MAIN 8-10' CUT 110 LF $28.00[ $3.080.00 4'I)IA MANHOLE 0-6'CUT 4'DIA MANHOLE 6-8' CUT ]~DIA MANHOLE 10-12'CUT iOUTSIDE DROP CONNECTION ]6" PVC LATERAL i6" PVC CLEAN-OUT Sub Total 3 EA I EA i 1~ EA ~ I EA ~ 1480' L-~'~ 33 '~ EA $1.312.14' $3.936.42 $1,742.16 $1,742.16 $2,522.97 $2,522.97 $500.00 $500.00 $8.00 i $11~840.00 $150.00! $4,950.00[ $49,236.55 (If more space is require& use additional page(s). Number each page and include the name of the project. 7/1/96 11-5 WilsOnMiller New Directions In Planning, Design & Engineering July 16, 1999 Mr. Thomas Kuck, P.E. Engineering Review Manager Collier County Engineering Review Services 2800 North Horseshoe Drive Naples, FL 34104 SUBJECT: Venezia at Grey Oaks, (Grey Oaks Unit 14) Utility Dedication Engineer's Certification Dear Mr. Kuck: On July 16, 1999, WilsonMiller conducted an on-site inspection of the site infrastructure and to the best of our knowledge and belief the sanitary sewer collection system for Venezia at Grey Oaks has been completed in substantial accordance with the enclosed plans, WilsonMiller, Inc. Drawing File No. D-0120-29, Rev. #3 and specifications approved by Collier County Project Plan Review Services. Furthermore, to the best of our knowledge and belief the subject sewer facilities have been constructed by the contractor within the public right-of-way and/or dedicated easements. Please contact Andres Correa at this office should you have any questions regarding this matter. Sincerely, WilsonMiller, Inc. /Ronald D. Waldrop, P.E. Encls. cc: Ken Landry, Landmark Construction of Naples, Inc., w/enclosures Jim Ink, Ink Development Company, w/enclosures Justin Martin, VVM, Inc., w/o enclosures Steve Kempton, WM, Inc., w/o enclosures F_~gineer s Sign~ture-Fa~d"Sea~ f - 614/9940344 Ver: 01!-JDZUINES NO 1204)40-(101-EDED-22588 Naples Fort Myers Sarasota Bradenton Tampa 3200 Bailey Lane, Suite200 Nap/es, Florida34105-8507 941-649-4040 ~ 941-643-5716 ~ www. wi/sonmiller, corn WARRANTY The undersigned parties do hereby warrant and/or guaranty all work executed by the contractor on the Sewer system of ( Name of Development ) VINEZIA AT GREY OAKS to be free from defects in material and workmanship for a period of at least one ( I ) year from the date of acceptance by. the Collier Count5' Board of Count3.' Commissioners. The undersigned parties further agree that they wSil. at their own expense, repair and replace all such defective work and all other work damaged by said defective work under this Warranty - Guaranty. It is furthermore understood that the consideration for the giving of this Warrant5.' and/or Guaranty is the requirement by the General Conditions and Specifications under which the contract was let that such Warranty and/or Guaranty would be given. Haleakala Construction. Inc. STATE OF FLORIDA ) ) SS: COUNTY OF COLLIER ) The foregoing instrument ~vas signed and acknowledged before me this 15 th day of April, 1999 by Timothy C. Mitchell. Sr, who is personally known to me and who did not take an oath. CC 732239 7/I/96 11-2 10/04/99 MON 10:15 FAX 9412636494 WlLSONMILLER-ENGINEERING ~ OOl P-02 FIRE EAST NAPLES PREVENTION BUREAU 4977 Eaat Tamlaml Trail Naplea, Florida '34112 TO: FROM: KUHLMAN ENGINEERING, IN¢ JUDY THACK~R, DEPUTY CHIEF Post-it' Fax Note 7671 Date RE: DATE: HYDRANT OWNERSH~ AND MAINTENANCE OCTOBER 1, 1999 Dear Gentlemen: The East Naples Fire Control and Rescue District agrees to accept ownership and maintenance of the hydrants located at: VENEZIA AT GREY OAKS (FOUR HYDRANTS) This ownership and maintenance agreement shall not in any way be construed to alleviate the owners, developers, contractors, etc.., from any liability for damages that may occur subsequent to this agreement as a result of faulty equipment, installation and/or damage by construction vehicles. Furthermore, the water supply to these hydrants shall not be disconnected at any time hereafter without notifying the East Naples Fire Department. Should you have any questions, please contact me at 774-2800. PH: (941} 774-2800 FAX: (941) 774-3116 WilspnMiller New Directions In Planning, Design & Engineering July 16, 1999 Mr. Thomas Kuck, P.E. Engineering Review Manager Collier County Engineering Review Services 2800 North Horseshoe Drive Naples, FL 34104 SUBJECT: Venezia at Grey Oaks, (Grey Oaks Unit 14) Fire Flow Certification Dear Mr. Kuck: Please accept this letter as representation that in our professional judgment and to the best of our knowledge and belief, the water mains have been designed to provide fire flow to the project as reviewed and approved by Collier County Project Plan Review Services. If you should have any questions, please do not hesitate to contact Andres Correa of our office. Sincerely, WilsonMiller, Inc. cc: Ken Landry, Landmark Construction of Naples, Inc., w/enclosures Jim Ink, Ink Development Company, w/enclosures Justin Martin, WM, Inc., w/o enclosures Steve Kempton, WM, Inc., w/o enclosures E~"rgrd'eer's Sigr~atu,(9 a~d meat 6/4/99430348 VCl 01!-ZDZUINES NO 120-0404',01 -EDED-22588 Naples Fart Myers Sarasota Bradenton Tampa 3200 Bailey Lane, Suite200 Naples, Florida34105-8507 941-649-4040 ~ 941-643-5716 ~ www. wilsonrniller, corn WilspnMiller New Directions In Planning, Design & Engineering July 16, 1999 Mr. Thomas Kuck, P.E. Engineering Review Manager Collier County Engineering Review Services 2800 N. Horseshoe Dr. Naples, FL 34104 SUBJECT: Venezia at Grey Oaks, (Grey Oaks Unit 14) Utility Testing Results Dear Mr. Kuck: The following attached test for the subject project is in our professional judgment and to the best of our knowledge and belief representative of actual field conditions on the date performed: · Inflow/infiltration test, dated May 21, 1999· If you should have any questions, please do not hesitate to contact Andres Correa at our office. Sincerely, WilsonMiller, Inc. · Waldrop, Enclosures cc: Ken Landry, Landmark Construction of Naples, Inc., w/enclosures Jim Ink, Ink Development Company, w/enclosures Justin Martin, WM, Inc, w/o enclosures Steve Kern pton, WM, I nc.,w,o enclosu res ? g inee~:'s ~i§~atb~e and ~al t c 6/4/9940329 Ver: 0 I!-JDZU1NES NO 120-O40-001 -EDED-22588 Naples Fort Myers Sarasota Bradenton Tampa 3200 Bailey Lane, Suite 200 Naples, F/or/da 34105-8507 941-649-4040 ~ 941-643-5716 www. wilsonrfliller, eom SANITARY SEWER SYSTEM INFILTRATION REPORT PROJECT: DATE: CRITERIA: *50 gallons per inch of internal pipe diameter per mile per day including manholes or as required by the specifications. An infiltration and/or inflow observation was made on the subject project. The results are as follows: *Gal fS0~ LF x ~ in. Dis x 50 Day 5280 LF in. Dia MI 1 gal 24 hr x 60 gal. = O,~ min day min From To Gallons per Minute Measured Gallons per Minute Allowable ~ .~)~ GPM Revised 1/86 G1 FILE No.353 07/07 '99 15:00 ID:HALEAKALA PAGE lINTS & CC~TIN~S -: .TUL li~ ~99 ~15:'04 The Finest in W'astewa'ter'.Structure Rehabilitation!" TO Whom tit May Concern: ! Truly. " · ' " Y4urs 4401 [4ancock BridRe Parkway * Nth. Ft. Myers, FL 33903 * 941-997-6645 * 941-997-7117 FAX COLLIER COUNTY UTILITIES WASTEW~TER DEP~.RTMENT pROJECT VIDEO REVIEW DATE OF REVIEW: 7-22-99 PROJECT NA~: VENEZIA @ GREY OAKS (NORTH) ENGINEER OF RECORD." CONSTRUCTION CONTRACTOR: VIDEO CONTRACTOR: SEWER VIEWER COMMENTS: LINES AND SERVICES ACCEPTABLE RECOMMENDATIONS: ~X-~-~ACCEPTABLE: ~ REVIEW NUMBERED COMMENTS IN ONE YEAR: [__] NUMBERED COMMENTS UNACCEPTABLE: (REPAIR/REPLACE) ~--]OTHERRECOMMENDATIONS: J U L 2 3 1999 WASTEWATER D£PARTN~EN' COLLIER COUNTY GOVERNMENT COMMUNITY DEVELOPMENT AND ENVIRONMENTAL SERVICES DIVISION Planning Services Department 2800 North Horseshoe Drive Naples, Florida 34104 PLANNING SERVICES DEPARTMENT ENGINEERING REVIEW SECTION July 8, 1999 Mr. Justin Martin Wilson, Miller, Barton & Peek 3200 Bailey Lane, Suite 200 Naples, Florida 34105 RE: Grey Oaks Unit 14, Sewer Dear Mr. Martin: A preliminary inspection of the referenced project was conducted by Randy Casey of the Engineering Review Section of the Planning Services Department on July 8, 1999. Conditions were found to be acceptable, and appear to meet County standards. If you should have any questions, please do not hesitate to call Randy Casey at (941) 403-2418 or Clyde Fugate at (941) 403-2417. Sincerely, Clyde Fugate J' Engineering Inspections Supervisor CF/ts/c:\Inspection form Sewer cc: Cindy Erb, Senior Engineering Technician, Public Works Ed Finn, Acting Wastewater Director, Utilities Evelyn Ferguson D.O.R. Billing Supervisor Randy Casey, Engineering Inspector, Engineering Review Section Shirley Nix, Engineering Technician II, Engineering Review Section File Phone (941) 4~!-2400 Fax (941) 643-6968 www. co. coilier, fl.us